GOLDRICH MINING CO (Form: 8-K, Received: 04/10/2012 13:25:27)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report: April 3, 2012

(Date of earliest event reported)

[GOLDRICH8KAPR912002.GIF]

GOLDRICH MINING COMPANY

(Exact name of registrant as specified in its charter)

Commission File Number: 001-06412

_____________________________________


Alaska (State or other jurisdiction of incorporation)	91-0742812 (IRS Employer Identification No.)

2607 Southeast Blvd, Suite B211

Spokane, Washington 99223

(Address of principal executive offices, including zip code)

(509) 535-7367

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01

Entry into a Material Definitive Agreement.

Letter of Intent Signed with Nyac Gold, LLC

On April 3, 2012, Goldrich Mining Company (“Goldrich” and “the Registrant”), through its wholly owned subsidiary, Goldrich Placer, LLC, an Alaska limited liability company (“Goldrich Placer”), entered into a binding Letter of Intent (“LOI”) to create a joint-venture company (“the JV”) with NyacAU , LLC, an Alaska limited liability company. (“Nyac Gold”). Under the terms of the LOI, Nyac Gold, LLC will contribute a funding package of loans and equity that, subject to the timing of production, are estimated to total approximately $8.5 million and Goldrich will contribute a lease to all its right, title and interest with respect to placer gold mining on its Chandalar property. The agreement covers production from all placers on Goldrich’s Chandalar property including, but not limited to, Little Squaw Creek, Big Squaw Creek, Big Creek and Tobin Creek, as well as all future properties within two miles of these claims or within the creek drainages to their termination that come from the Chandalar claim block.

Goldrich also granted to joint venture the right to exercise its option to purchase the 2% royalty interest in certain of the mining claims and interest covered by the placer claims at the Chandalar property covered by the joint venture. Payment of the purchase price of $0.25 million for the royalty interest will be deemed a loan to the joint venture from Nyac Gold. The loan would carry interest at the greater of prime plus 2% or 10% and would be repaid from Goldrich’s portion of production. Goldrich would also have the exclusive right to purchase back the royalty at any time. The royalty would be extinguished upon payback of the loan or purchase by Goldrich.

As part of the agreement, Goldrich Placer and Nyac Gold, LLC will form a 50:50 joint venture through the formation of an Alaska limited liability company to operate the Chandalar placer mines, with Nyac Gold acting as managing partner and with Nyac Gold and Goldrich Placer being to only two members. Nyac Gold and Goldrich Placer have agreed to negotiate a formal operating agreement for the joint venture limited liability company within 60 days of the execution of the LOI. Until such time as the formal operating agreement is agreed to and executed by Nyac Gold and Goldrich Placer, the LOI provisions will act as the interim operating agreement of the parties.

If the parties do not execute a definitive operating agreement within 60 days of the execution of the LOI, the parties shall dissolve the joint venture, unless otherwise agreed to by both parties. Upon dissolution, Nyac Gold shall have priority in the repayment of all lines of credit and loans to the joint venture and the placer claims of the joint venture will revert back to Goldrich unemcumbered by any rights or interests of the joint venture or Nyac Gold. Goldrich will be solely responsible for the repayment of the loans to Goldrich regarding direct drilling services (as described below) and for the repayment of the loan related to the purchase of the royalty interest, if exercised by the joint venture.

Nyac Gold’s contribution funding package includes an effectively non-interest bearing loan, to the joint venture, sufficient in amount to bring the placers at Chandalar into commercial production. This amount is currently estimated to total $7.2 million, subject to timing of production, consisting of approximately $3.6 million for start-up costs, $2.4 million for capital expenditures for mining equipment as well as $1.2 million for lease/purchase payments of mining equipment to Goldrich. The loan will earn interest at the applicable short-term federal rate, currently 0.25%, but is effectively a non-interest bearing loan as Goldrich Placer will receive a special payment from the joint venture equal to the interest paid to Nyac Gold on this loan. Nyac Gold has also agreed to advance Goldrich $0.95 million at the greater of prime plus 2% or 10% interest for direct drilling costs with Blackrock Drilling, a drilling company in which the owners of Nyac Gold have a majority interest. The loan for drilling costs will be secured by an interest over the placer gold production from the Chandalar properties. The balance of the funding package, $0.35 million, is to be provided by an equity financing for the purchase of common stock from Goldrich, J. Michael James, the manager and principal of Nyac Gold. The price per share in the equity financing will be the 90-day weighted volume average price of Goldrich stock on the last business day proceeding the signing of the definitive documents for the joint venture agreement.

The loans of Nyac Gold are to be repaid from future production. Once all loans have been repaid and working capital and budgeted reserves have been established, profits from the placer production will be paid out on a 50:50 basis to each of the joint venture partners.

The LOI and the definitive operating agreement will contain provisions permitting Goldrich to conduct exploration activities regarding its lode claims at the Chandalar property. In the event the lode exploration activities are such that the activities substantially interfere with placer operations for more than 30 days or effectively prevent the joint venture from recovery of placer gold in an area of the claims, then Goldrich or its designee shall provide notice of a

withdrawal of claims under LOI or definitive operating agreement and the joint venture will be compensated for the loss of such portion of the claims as provided for in the LOI or the definitive operating agreement.

Financing Summary

A summary of the financing package is as follows:


Estimated 2012 Start-up Costs		$3,600,000
Estimated Capital Expenditures		2,400,000
Estimated Lease/Purchase of Equipment from Goldrich		1,200,000
Loan from Nyac Gold, LLC to Joint Venture with Interest at 0.25%		7,200,000
Loan from Nyac Gold, LLC to GRMC with Interest at greater of prime plus 2% or 10%		950,000
	To Be Paid Back From Production	8,150,000

Equity Financing - Purchase of Common Stock		350,000
	Total	$8,500,000

The total amount financed by Nyac Gold will be affected by timing of payback from production. The joint venture will commence payments to Nyac Gold as soon as production begins.

The joint venture will be subject to certain minimum production requirements beginning in the year 2015. The minimum production requirement for 2015 shall be a quantity sufficient to distribute 1,500 ounces of gold to Goldrich, after the allocation of revenue to operating expenses, payment of loans to Nyac Gold, distributions for mining license taxes and production royalties, reserves. The minimum production requirements for 2016 and each year thereafter shall be a quantity sufficient to distribute 1,500 ounces of gold to each of the parties (3,000 ounces total) after allocation of revenue as required by the LOI. If those production requirements are not met, then the minimum production requirements for the year. The minimum production requirement shall be averaged for the years 2015, 2016 and 2017. If the joint venture has produced sufficient gold based on a three-year rolling average to meet the total distribution requirement of 4,500 ounces to Goldrich by the end of the 2017 season or sooner, the joint venture shall be deemed to have met such requirements for each year. Thereafter, the annual minimum production requirement shall be deemed met if the joint venture meets the total distribution requirement based on an average of a minimum of 1,500 ounces to each member over a rolling three-year period. In the event the price of gold falls below $1,500 per ounce, as established by the London PM on December 1 of each year for the years in which minimum production is required, then the annual minimum production requirement of 1,500 ounces as described above will be reduced by 100 ounces for each $100 per ounce decrease in the price, to the minimum price of $1,000 per ounce for that year. If the joint venture has not met the minimum production requirements by the end of the 2017 season, then the joint venture may be dissolved and wound up as provided for in the LOI or definitive operating agreement.

Item 3.02

Unregistered Sale of Equity Securities.

Pursuant to the signing of a binding Letter of Intent with NyacAU, LLC on April 3, 2012, Goldrich will issue common shares with a market value of $0.35 million. The price per share in the equity financing will be the 90-day weighted volume average price of Goldrich common stock on the last business day proceeding the signing of the definitive documents for the joint venture agreement. Goldrich will also issue 300,000 five-year stock options at an exercise price of $0.20 per share of common stock from Goldrich’s employee stock incentive program to Dr. J. Michael James, who is the owner and manager of NyacAU, LLC.

The common shares and options will be placed within the United States solely to an “accredited investor” as defined in Rule 501(a) of Regulation D of the Securities Act of 1933, as amended (the “Securities Act”) pursuant to an exemption from the registration requirements of the Securities Act provided by Rule 506 of Regulation D. In determining the availability of this exemption, the Registrant will rely on representations made by the investor in the subscription agreement pursuant to which the securities will be purchased under the private placement.

Item 7.01

Regulation FD Disclosure.

On April 4, 2012, the Registrant issued the press release attached hereto as Exhibit 99.1 announcing the closing of the private placement. In accordance with General Instruction B.2 of Form 8-K, the information set forth in Item 7.01of this Current Report on Form 8-K and in the press release is deemed to be “furnished” and shall not be deemed to be “filed” for purposes of the Securities Exchange Act of 1934, as amended. The information set forth in Item 7.01 of this Current Report on Form 8-K shall not be deemed an admission as to the materiality of any information in this Current Report on Form 8-K that is required to be disclosed solely to satisfy the requirements of Regulation FD.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits

Exhibit No.

Description

99.1

Binding Letter of Intent

99.2

Leased Mining Claims

99.3

State of Alaska Mining Claims Map

99.4

Net Asset Value Calculation Example

99.5

Promissory Note

99.6

Form UCC1 – UCC Financing Statement

99.7

Drilling Services Agreement

99.8

Promissory Note (#2)

99.9

Assignment of Option and Right of First Refusal

99.10

Promissory Note (#3)

99.11

Press Release, dated April 4, 2012 *

* This exhibit is intended to be furnished to, not filed with, the SEC pursuant to Item 7.01 above.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	GOLDRICH MINING COMPANY (Registrant)
Dated: April 9, 2012	By:	/s/ Ted R. Sharp
		Ted R. Sharp Chief Financial Officer

Exhibit 99.11

[EX9911002.GIF] Press Release 2012-1

Goldrich Signs Binding Letter of Intent for JV Agreement to Develop Chandalar Placer Deposits

Provides US$8.5 Million Funding

Spokane, WA – April 4, 2012 - Goldrich Mining Company (OTCBB - GRMC) (“Goldrich”) is pleased to report it has signed a binding Letter of Intent (“LOI”) to create a joint-venture company (“the JV”) with NyacAU, LLC. (“NyacAU”), an Alaskan private company, to bring Goldrich’s Chandalar placer gold properties in Alaska into production. Under the terms of the LOI, NyacAU will provide a funding package of loans and equity that, subject to the timing of production, are estimated to total approximately $8.5 million. The loans are to be repaid from future production.

As part of the agreement, Goldrich and NyacAU will form a 50:50 joint venture to operate the Chandalar placer mines, with NyacAU acting as managing partner. Once all loans have been repaid and working capital and budgeted reserves have been established, profits from the placer production will be paid out on a 50:50 basis to each of the JV partners. The agreement covers production from all placers on Goldrich’s Chandalar property including, but not limited to, Little Squaw Creek, Big Squaw Creek, Big Creek and Tobin Creek, as well as all future properties within two miles of these claims or within the creek drainages to their termination that come from the Chandalar claim block.

Bill Schara, CEO of the Company said, “This agreement allows us to monetize an idle secondary property, build a steady cash flow, and provide funding for our primary hard-rock exploration target at Chandalar. At current gold prices and production costs, the joint venture provides almost three times the standard ten to twelve percent royalty on gross revenue normally paid to owners of placer mines in Alaska. After spending almost a year interviewing and evaluating various major placer miners, we believe the managers of NyacAU are the partners of choice for their production ability, attention to the environment, and sincere concern for community matters. This agreement will enable us to start producing gold from our placer properties by mid-2013 and clearly represents a tremendous step forward for Goldrich and our loyal investors. I would like to thank NyacAU for their support and also to congratulate them for their recognition of the value and potential of the placer deposits we have uncovered at Chandalar.”

NyacAU’s funding includes an effectively non-interest bearing loan, to the JV, sufficient in amount to bring the placers at Chandalar into commercial production. This amount is currently estimated to total $7.2 million, subject to timing of production, consisting of approximately $3.6 million for start-up costs, $2.4 million for capital expenditures for mining equipment as well as $1.2 million for lease/purchase payments of mining equipment to Goldrich. The loan will earn interest at the applicable short-term federal rate, currently 0.25%, but is effectively a non-interest bearing loan as Goldrich will receive a special payment from the JV equal to the interest paid to NyacAU on this loan. NyacAU has also agreed to advance Goldrich $0.95 million at the greater of prime plus 2% or 10% interest for direct drilling costs with Blackrock Drilling, a drilling company in which the owners of NyacAU have a majority interest. The balance of the funding package, $0.35 million, is to be provided by an equity financing for the purchase

of common stock from Goldrich. The price per share in the equity financing will be the 90-day weighted volume average price of Goldrich stock on the last business day proceeding the signing of the definitive documents for the JV agreement.

A summary of the financing package is as follows:


Estimated 2012 Start-up Costs		$3,600,000
Estimated Capital Expenditures		2,400,000
Estimated Lease/Purchase of Equipment from Goldrich		1,200,000
Loan from NyacAU to Joint Venture with Interest at 0.25%		7,200,000
Loan from NyacAU to GRMC with Interest at greater of prime plus 2% or 10%		950,000
	To Be Paid Back From Production	8,150,000

Equity Financing - Purchase of Common Stock		350,000
	Total	$8,500,000

The total amount financed by NyacAU will be affected by timing of payback from production. The JV will commence payments to NyacAU as soon as production begins. Subject to permitting, preparation for mining is expected to begin in June 2012. Production is anticipated to begin by June 2013, although it may begin as early as the summer of 2012. The operating season for placer mining in Alaska is generally mid-June through mid-September subject to weather. The JV anticipates eventual production of approximately 10,000 ounces of fine gold per season, but this could be significantly increased if a second wash plant is put into production. Goldrich has not defined a mineral reserve according to SEC Industry Guide 7 criteria. However, based on drilling of the placer to date and the anticipated production rate, Goldrich estimates the mine life will be approximately 25 years and believes this may also be significantly extended with additional drilling.

In addition to the funding noted above, NyacAU has the option to lend the JV $0.25 million to purchase a 2% royalty that is currently on all production from certain Goldrich mining claims. The loan would carry interest at the greater of prime plus 2% or 10% and would be repaid from Goldrich’s portion of production. Goldrich would also have the exclusive right to purchase back the royalty at any time. The royalty would be extinguished upon payback of the loan or purchase by Goldrich.

Goldrich’s primary asset is the hard-rock exploration target at Chandalar and the terms of the LOI ensure Goldrich will retain access to all of its properties for exploration purposes. The JV will lease the mining rights to placer gold on Goldrich’s Chandalar properties, but a formula is provided for Goldrich to purchase back these rights if the property is needed for hard-rock mining or to the extent hard-rock exploration significantly interferes with placer mining.

NyacAU, LLC is owned by the family of Dr. J. Michael James, which is also the owner of Nyac Gold LLC, one of the largest producers of placer gold in Alaska. Dr. James is a fourth-generation Alaskan whose family has roots in mining in the State going back to the early 1900’s. In addition to his mining interests, Dr. James is a respected physician and member of the business community in Anchorage. As part of his services as manager of NyacAU, Dr. James will be granted 300,000 five-year stock options at an exercise price of $0.20 per share from Goldrich’s employee stock incentive program.

According to the terms of the LOI, “placer” means minerals that are river sands or gravels bearing gold or valuable detrital minerals hosted in soils, alluvium (deposited by water), eluvium (deposited by wind), colluvium (deposited by gravity), or talus, and up to six (6) feet into associated bedrock, and the term

“lode” means a mineral that occurs as veins, lodes, ledges, or other rock in place which contains base and precious metals, gems and semi-precious stones, and certain industrial minerals, including but not limited to gold, silver, cinnabar, lead, tin, copper, zinc, fluorite, barite, or other valuable deposits, and is not a deposit of placer, alluvial, eluvial, colluvial or aqueous origin.

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For additional information regarding Goldrich Mining Company or this news release, contact Mr. William Schara by e-mail at wschara@goldrichmining.com or by telephone at (509) 768-4468.

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Goldrich Mining Company is engaged in the business of the discovery and mining of gold deposits. This endeavor carries certain risks that are commensurate with the potential rewards of such efforts. These risks cannot be quantified and should not be taken lightly.

Forward-Looking Statements

This news release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward looking statements concern our anticipated results and developments in the Company’s operations in future periods, planned exploration of its properties, plans related to its business and other matters that may occur in the future. These statements relate to analyses and other information that are based on forecasts of future results, estimates of amounts not yet determinable and assumptions of management.

Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, using words or phrases such as “expects” or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”, “estimates” or “intends”, or stating that certain actions, events or results “may”, “could”, “would”, “might”, “should” or “will” be taken, occur or be achieved) are not statements of historical fact and may be forward-looking statements. Forward-looking statements are subject to a variety of known and unknown risks, uncertainties and other factors which could cause actual events or results to differ from those expressed or implied by the forward-looking statements, including, without limitation:

risks related to our property being in the exploration stage;

risks related our mineral operations being subject to government regulation;

risks related to our ability to obtain additional capital to develop our resources, if any;

risks related to mineral exploration activities;

risks related to the fluctuation of prices for precious and base metals, such as gold, silver and copper;

risks related to the competitive industry of mineral exploration;

risks related to our title and rights in our mineral property;

risks related the possible dilution of our common stock from additional financing activities; and

risks related to our shares of common stock.

This list is not exhaustive of the factors that may affect our forward-looking statements. Some of the important risks and uncertainties that could affect forward-looking statements are discussed in the Company’s latest Annual Report on Form 10-K and Quarterly Report on Form 10-Q and other documents filed with the U.S. Securities and Exchange Commission. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, believed, estimated or expected. We caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events, except as required by law.