UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549


FORM 10-K

x

 

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2013

OR

o

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from              to           


Commission file number: 001-06412


Goldrich Mining Company

 (Exact Name of Registrant as Specified in its Charter)

Alaska

 

91-0742812

(State of other jurisdiction of incorporation or organization)

 

(I.R.S. Employer Identification No.)

 

 

 

2607 Southeast Blvd., Suite B211

 

 

Spokane, Washington

 

99223-4942

(Address of Principal Executive Offices)

 

(Zip Code)

 

(509) 535-7367

(Registrant’s Telephone Number, including Area Code)


SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:  None


SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:    Common Stock, par value $0.10

                                                                                                                                                   (Tile of Class)



Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes o No x

 


Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes o No x



Indicate by checkmark whether the registrant (1)  filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes x No o



Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). 

Yes x No o



Indicate by checkmark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to the Form 10-K. o



Indicate by checkmark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.  See definition of Accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act (Check one):

     Large Accelerated Filer o     Accelerated Filer o     Non-Accelerated Filer o     Smaller Reporting Company   x



Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).  Yes o No x



State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter:        $ 5,916,242 as of June 30, 2013



The number of shares of the Registrant’s Common Stock outstanding as of April 14, 2014 was 95,556,719.


Documents Incorporated by Reference:  None




1



GLOSSARY OF TERMS


AGGRADATIONAL PLACER: A placer deposit resulting from the up-building performed by a stream in order to establish or maintain uniformity of grade or slope. It involves the natural filling up of a bed of a water course at any point of weakening of the current, by deposition of detritus and valuable heavy minerals (gold). Fanlike graded plains are often formed by the continual shifting of the streams at the foot of a declivity. This can result in the deposition of an unusually thick sequence of heavy minerals of stacked streaks and disseminations throughout the entire thickness of the aggraded sedimentary section.

ALLUVIUM: A general term for all detrital deposits that result from the operations of modern streams and rivers, including the sediments (gravel, sand and silt) laid down in stream and river beds, flood plains, lakes, fans at the foot of mountain slopes, and estuaries.

ALLUVIAL FAN: A cone-shaped deposit of alluvium made by a stream where it runs out onto a level plain meets a slower stream. The fans generally form where streams issue from mountains onto lowland. It is steepest near the mouth of the valley where its apex points upstream and it slopes gently and convexly outward with gradually decreasing gradient.

ALLUVIAL GOLD: Gold found in association with water-worn material (See Placer Gold).

ASSAY: A chemical test performed on a sample of ores or minerals to determine the amount of valuable metals contained.

ASSESSMENT WORK (ANNUAL LABOR): The annual work upon an unpatented mining claim on the federal public domain necessary under the United States law, or in the case of public state land of the laws of the individual states, for the maintenance of the possessory title thereto.

AURIFEROUS: Said of a substance or mineral-bearing deposit that contains gold.

BANK MEASURE (BANK CUBIC YARD): The measurement of material in place, such as gravel in a deposit before excavation. In placer work, values are normally reported as dollars and cents per cubic yard, and unless specified otherwise, this means a cubic yard in place, or bank measure. This is usually reported by the notation of “bcy”.

BEDROCK PLACER: A generally thin section of gravels hosting a concentration or streak of heavy minerals oftentimes lying beneath less mineralized gravels and resting on solid rock (bedrock) beneath the gravel sequence. The concentrations or streaks are usually of irregular shape and tend to be discontinuously distributed. Relatively high cost selective mining techniques are generally employed.

DEVELOPMENT: Work carried out for the purpose of opening up a mineral deposit and making the actual ore extraction possible.


EXPLORATION: Work involved in searching for ore, usually by employing the science of geology and drilling or driving a drift.

EXPLORATION STAGE: A U.S. Security and Exchange Commission descriptive category applicable to public mining companies engaged in the search for mineral deposits and ore Reserves and which are not either in the mineral development or the ore production stage.

FEE SIMPLE LAND: A form of freehold land ownership, the most common way real estate is owned in common law countries, and is ordinarily the most complete ownership interest that can be had in real property.

FINE GOLD: Pure gold, i.e., gold of 1000 fineness.

FINENESS: The portion of pure gold in bullion or in a natural alloy expressed in parts per thousand. Natural gold is not found in pure form; it contains varying proportions of silver, copper, and other substances. For example, a piece of natural gold containing 150 parts of silver and 50 parts of copper per thousand and the remainder all just pure gold would be 800 fine.

FRACTURE: A break in the rock, the opening of which allows mineral bearing solutions to enter. A “cross-fracture” is a minor break extending at more-or-less right angles to the direction of the principal fractures.



2



GEOPHYSICAL SURVEY: Indirect methods of investigating the subsurface geology using the applications of physics including electric, gravimetric, magnetic, electromagnetic, seismic, and radiometric principles.

GLACIOFLUVIAL: Pertaining to the meltwater streams flowing from wasting glacier ice and to the deposits and landforms produced by such streams, as kame (low mound or hummock of stratified sediments) terraces and outwash plains; relating to the combined action of glaciers and streams.

GRADE: The average assay of a ton of ore, reflecting metal content.

GRAVEL: An unconsolidated deposit of pebbles, cobbles, or boulders that has been water washed and with at least somewhat rounded particles. Sand, silt and clay are usually mixed in too.

GREENSTONE: A field term applied to any compact dark-green altered or metamorphosed basic (mafic), like basalt, igneous rock that owes its color to the presence of green minerals such as chlorite. A term used frequently when no accurate determination is possible.

HYDROTHERMAL: Said of magmatic (molten rock) emanations high in water content and the rocks, mineral deposits, alteration products and springs produced by them.

LODE: A mineral deposit consisting of a zone of veins, disseminations or breccias in consolidated rock, as opposed to placer deposits.

LOOSE CUBIC YARD: All placer mining reserves and resources are reported in bank cubic yards, but production and costs are reported in loose cubic yards. Loose cubic yards are calculated as the reserve plus the swell or void spaces. This is usually reported by the notation of “lcy”.

LOW GRADE: A subjective term said of rock containing a relatively low ore-mineral content, often in reference to possible ores that are of relatively low value compared to those of medium or high value from within the same mineral deposit, or body of mineralization. Low grade ores are those often amenable to bulk mining methods. As used herein, the term is applied to rock that contains one tenth ounce or less of gold per ton.

MAFIC: Pertaining to or composed of dominantly of the ferromagnesian rock-forming silicates; said of some igneous rocks and their constituent minerals.

MESOTHERMAL: Said of a mineral deposit formed at moderate to high temperatures and moderate to high pressures by deposition from hydrothermal fluids at considerable depth within the earth.

METAMORPHIC ROCKS: Rocks that have undergone a change in texture and composition as the result of heat and pressure from having been buried deep in the earth.

METASEDIMENT: A sediment or sedimentary rock that shows evidence of having been subjected to metamorphism.

MILL: A processing plant that extracts and produces a concentrate of the valuable minerals or metals contained in an ore. The concentrate must then be treated in some other type of plant, such as a smelter, to affect recovery of the pure metal, recovery being the percentage of valuable metal in the ore that is recovered by metallurgical treatment.

MINE: An underground or surface excavation for the extraction of mineral deposits.

MINERAL: A naturally occurring inorganic element or compound having an orderly internal structure and characteristic chemical composition, crystal form, and physical properties.

MINERALIZED MATERIAL OR DEPOSIT: A mineralized body, which has been delineated by appropriate drilling and/or underground sampling to support a sufficient tonnage and average grade of metal(s). Under SEC standards, such a deposit does not qualify as a reserve until a comprehensive evaluation, based upon unit cost, grade, recoveries, and other factors, conclude current economic feasibility to extract it.

MINERALIZATION: The presence of economic minerals in a specific area or geological formation.

NATIVE GOLD (RAW GOLD): Metallic gold found naturally in that state. Placer gold. See Fineness.

NUGGET: A water-worn piece of native gold. The term is restricted to relatively large sizes, not minute particles. Fragments and lumps of vein gold are not called nuggets because the idea of alluvial origin is implicit. For use in this report, anything larger than 150 milligrams is considered a nugget, and its weight specially treated in reporting the drill sample results so as to mitigate its skewing effects on the values reported.



3



ORE: Material that can be mined and processed at a positive cash flow under current economic circumstances.

OROGENIC: Adjective of orogeny, which is the process by which structures within fold-belt mountainous areas were formed, including thrusting, folding, and faulting in the outer and higher layers, and plastic folding, metamorphism, and plutonism in the inner and deeper layers.

PANNING: Washing gravel or other material in a miner’s pan to recover gold or other heavy minerals. Gold is eighteen times heavier than water and rapidly concentrates in the bottom of the pan when the pan is agitated.

PARTS PER BILLION (PPB): A standard unit of measurement for assays, usually geochemical assays. One ppb is one thousandth of a ppm.

PARTS PER MILLION (PPM): A standard unit of measure for assays. One ppm = 0.0292 Troy oz./ton. One ppm = one gram per metric ton (tonne).

PATENTED MINING CLAIM: A mineral claim originally staked on land owned by in the United States Government, where all its associated mineral rights have been secured by the claimant from the U.S. Government in compliance with the laws and procedures relating to such claims, and title to the surface of the claim and the minerals beneath the surface have been transferred from the U.S. Government to the claimant. Annual mining claim assessment work is not required, and the claim is taxable real estate. Mining claims located on State of Alaska lands cannot be patented.

PLACER GOLD: Gold occurring in its natural fineness in more or less in nuggets, grains, flakes or dust and obtainable by washing unconsolidated sand, gravel, etc. in which it is found. Also called alluvial gold, stream gold and wash gold, raw gold and native gold.

PLACER & PLACER DEPOSIT: A mass of gravel, sand or similar material resulting from the crumbling and erosion of solid rocks and containing particles or nuggets of gold or other heavy minerals such as platinum or tin that have been derived from the rocks or veins. A placer is an area where gold or other heavy minerals are or can be obtained by washing sand or gravel. Placer deposits are formed by attrition by river or stream action of the lighter rocks leaving the relatively inert, tough, and heavy minerals in a concentrated layer, generally along the contact of the alluvial material with the underlying bedrock. The term PLACER applies to ancient gravels as well as to recent deposits and to underground (drifts mines) as well as to surface deposits.

PLACER MINING: That form of mining in which the surficial detritus is washed for gold or other valuable heavy minerals. There are deposits of detrital material containing gold which lie too deep to be profitably extracted by surface mining and which must be worked by drifting, or tunneling, beneath the overlying barren material.

PHYLLITE: A metamorphic rock, intermediate in grade between slate and mica schist.

PROSPECT: An area that is a potential site of mineral deposits, based on preliminary exploration. A prospect is distinct from a mine in that it is non-producing.

PROSPECTING: The search for outcrops or other surface expressions of mineral deposits with the objective of making a valuable discovery.

RAW GOLD: A miner’s synonym for Placer Gold (See above).

RECLAMATION: The restoration of a site to acceptable regulatory standards after mining or exploration activity is completed.

RECOVERY: The percentage of valuable metal in the ore that is recovered by metallurgical treatment.

RESERVES: That part of a mineral deposit, which could be economically and legally extracted or produced at the time of the reserve determination with existing technology and under present economic conditions. Reserves are customarily stated in terms of “Ore” when dealing with metalliferous minerals.

RESOURCE: The calculated amount of material in a mineral deposit, based on limited drill information.

SCHIST: A metamorphic rock with thin layers and readily split or cleaved because of a foliated or parallel structure.



4



SEC INDUSTRY GUIDE 7: This is the United States’ reporting standard for the mining industry for securities purposes. It is contained in a publication of the United States Securities and Exchange Commission (“SEC”) known as Industry Guide 7, which summarizes requirements for disclosure by mining companies. It defines proven and probable Reserves using its own definitions, and prohibits the disclosure of quantitative estimates for all mineralization other than in those two Reserve categories. Similarly, it restricts disclosure of value of estimates to Reserves only, which the SEC policy generally requires to be on a historic cost accounting basis.

SHEAR OR SHEARING: The deformation of rocks by movement along parallel planes, known as faults, generally resulting from stress or pressure and producing such metamorphic structures as cleavage and schistosity.

STRATA-BOUND: Said of a mineral deposit confined to a single stratigraphic unit. The term can refer to a stratiform deposit, to variously oriented ore bodies contained within the unit, or to a deposit containing veinlets and alteration zones that may not be strictly conformable with bedding.

TAILINGS: Fine grained or ground up material rejected from a mill after more of the recoverable valuable minerals have been extracted. Can also mean the waste material resulting from placer mining.

TITLE: The legal ownership of property or right of possession or right to control mining claims, as evidenced by deed, patented claim or mineral rights claim filed with a controlling state or federal regulatory agency. Title to a deeded property or patented claim may be verified through a title search, while title to unpatented mining claims or control of mineral rights may or may not be discoverable through a search of public records.

UNPATENTED MINING CLAIM: A mineral claim staked on federal, state or, in the case of severed mineral rights, private land to which a deed from the U.S. Government or other mineral title owner has not been received by the claimant. Unpatented claims give the claimant the exclusive right to explore for and to develop the underlying minerals and use the surface for such purpose. However, the claimant does not own title to either the minerals or the surface, and the claim is subject to annual assessment work requirements and the payment of annual rental fees which are established by the governing authority of the land on which the claim is located. The claim may or may not be subject to production royalties payable to that governing authority. Mining claims located on State of Alaska lands cannot be deeded to the claimant.

VEIN: A zone or belt of mineralized rock having a more or less regular constitution in length, width and depth, and lying within boundaries which clearly separates it from neighboring rock.

VEINLET: A tiny vein, stringer or filament of mineral (commonly quartz) traversing a rock mass of different material, and usually one of a number making a Lode.

WASH PLANT, WASHING PLANT: Generic terms for a variety of gravity separating devices employing water (process water) to clean gravel by removing fine sediments adhered to it.





5



GOLDRICH MINING COMPANY

FORM 10-K

December 31, 2013



TABLE OF CONTENTS


PART I

ITEM 1. BUSINESS

9

ITEM 1A.  RISK FACTORS

17

ITEM 1B. UNRESOLVED STAFF COMMENTS

28

ITEM 2.  PROPERTIES

28

ITEM 3.  LEGAL PROCEEDINGS

39

ITEM 4. MINE SAFETY DISCLOSURES

39

PART II

40

ITEM 5.  MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS

AND ISSUER PURCHASES OF EQUITY SECURITIES

40

ITEM 6.  SELECTED FINANCIAL DATA

42

ITEM 7.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

42

ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

46

ITEM 8.  FI NANCIAL STATEMENTS AND SUPPLEMENTARY DATA

47

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND

FINANCIAL DISCLOSURE

67

ITEM 9A.  CONTROLS AND PROCEDURES

67

ITEM 9B.  OTHER INFORMATION

68

PART III

69

ITEM 10.  DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

69

ITEM 11.  EXECUTIVE COMPENSATION

77

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

AND RELATED STOCKHOLDER MATTERS

79

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

81

ITEM 14.  PRINCIPAL ACCOUNTING FEES AND SERVICES

82

PART IV

83

ITEM 15.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES

83

SIGNATURES

84






6



TABLE OF CO NTENTS



FORWARD-LOOKING STATEMENTS


This Annual Report on Form 10-K (this “Annual Report”) and the exhibits attached hereto contain “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 ability to continue as a going concern being in doubt;

·

risks related to our history of losses;

·

risks related to our outstanding gold forward sales contracts and notes;

·

risks related to need to raise additional capital to fund our exploration and, if warranted, development and production programs;

·

risks related to our property not having any proven or probable reserves

·

risk related to our limited history of commercial production;

·

risks related to our dependence on a single property – the Chandalar property;

·

risks related to climate and location restricting our exploration and, if warranted, development and production activities;

·

risks related to our mineralization estimates being based on limited drilling data;

·

risks related to our exploration activities not being commercially successful;

·

risks related to actual capital costs, production or economic return being different than projected;

·

risk related to our joint venture arrangements;

·

risks related to mineral exploration;

·

risks related to increased costs;

·

risks related to a shortage of equipment and supplies;

·

risk related to fluctuations in gold prices;

·

risks related to title to our properties being defective;

·

risks related to title to our properties being subject to claims;

·

risks related to estimates of mineralized material;

·

risks related to government regulation;

·

risks related to environmental laws and regulation;

·

risks related to land reclamation requirements;

·

risks related to future legislation regarding mining laws;

·

risks related to future legislation regarding climate change;

·

risks related to our lack of insurance coverage for all risks;

·

risks related to competition in the mining industry;

·

risks related to our dependence on key personnel;

·

risks related to our executive offices not dedicating 100% of their time to our company;

·

risks related to potential conflicts of interest with our directors and executive officers;

·

risks related to market conditions; 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



7



TABLE OF CO NTENTS



and uncertainties that could affect forward-looking statements are described further under “Item 1. Business,” “Item 1A. Risk Factors,” and “Item 7. Management’s Discussion and Analysis of Results of Operation” of this Annual Report. 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.


Cautionary Note to U.S. Investors: The United States Securities and Exchange Commission (“SEC”) Industry Guide 7 permits U.S. mining companies, in their filings with the SEC, to disclose only those mineral deposits that a company can economically and legally extract or produce. We use certain terms on our website and in our news releases and reports, such as “measured”, “indicated”, “inferred”, and “resources”, which the SEC guidelines strictly prohibit U.S. registered companies from including in their filings with the SEC. U.S. Investors are urged to consider closely the disclosure in the our latest reports and registration statements filed with the SEC. You can review and obtain copies of these filings at http://www.sec.gov/edgar.shtml or from our website at www.goldrichmining.com . U.S. Investors are cautioned not to assume that any defined resources in these categories will ever be converted into SEC Guide 7 compliant reserves.


We qualify all the forward-looking statements contained in this Annual Report by the foregoing cautionary statements.






8



TABLE OF CO NTENTS



PART I


As used in herein, the terms “Goldrich,” the “Company,” “we,” “us,” and “our” refer to Goldrich Mining Company.


ITEM 1. BUSINESS


Overview


We are a minerals company in the business of acquiring and advancing mineral properties to the discovery point, where we believe maximum shareholder returns can be realized. Although we have conducted limited extraction of gold on one of our gold prospects, Goldrich is an exploration stage company as defined by the U.S. Securities and Exchange Commission (“SEC”) in Industry Guide 7.

Incorporated in 1959, Goldrich Mining Company (OTCBB trading symbol “GRMC”) (formerly Little Squaw Gold Mining Company) has been a publicly traded company since October 9, 1970. Our executive offices are located at 2607 Southeast Blvd, Suite B211, Spokane, WA 99223, and our phone number there is (509) 535-7367. Our website address is www.goldrichmining.com. Information contained on our website is not part of this annual report.

At this time, our major mineral exploration prospects are contained within our wholly owned Chandalar property, located approximately 190 air miles north of Fairbanks, Alaska, a full-service support center for the oil and mining industry, and 48 air miles east of the Dalton Highway, the major all-weather north-south route that links Fairbanks to the Prudhoe Bay oil fields on the Arctic Ocean to the north. The property is largely on land owned by the State of Alaska, which is one of the active and highly ranked mining jurisdictions in the world. The Chandalar property is approximately 22,858 acres, consisting of 426.5 acres of patented federal mining claims (21 lode claims, one placer claim and one mill site) and 22,432 acres of unpatented State of Alaska mining claims (197 claims). The claims are contiguous, comprising a block covering approximately 35.7 square miles. Both patented federal mining claims and Alaska state mining claims provide exploration and mining rights to lode and placer mineral deposits.


We have established a substantial exploration infrastructure at our Chandalar property, including a 25-person camp, heavy and light-duty equipment, a 4,400-foot airstrip, and a network of roads that offer all-weather access to all of the major gold prospects. Current surface access to the camp from the Dalton Highway is restricted to the winter months via a winter trail from Coldfoot along the Dalton Highway. The State of Alaska has a right-of-way to construct a permanent all-season road along this trail which, when built, will allow year-around surface access to the project site. We are not aware of any plans to build this road at the present time.

 

The Chandalar property contains both our Chandalar hard-rock (lode) gold project and the Little Squaw Creek alluvial gold mine. The area has a long prospecting and mining history dating to the discovery of placer gold deposits in 1905, soon followed by the discovery of more than 30 separate high-grade lode gold mineralization prospects. Over the next 80 years the lode gold mineralization occurrences were intermittently explored or mined by various small operators, but because of the district’s remote location the readily mineable alluvial gold deposits received the most attention. As a result of our exploration, we have discovered gold mineralization disseminated in schist and in prolific micro-fractures within schist in many places and have defined a drilling target for a stratabound gold mineralization at Chandalar.

 

The Chandalar lode occurrences are part of a regionally mineralized schist belt that extends east-west across the 600-mile width of Alaska along the south flank of the Brooks Range. The geology and mineralization of the Chandalar lode gold systems are quite similar to many important productive gold deposits that have been variously categorized as greenstone-hosted, orogenic, shear-zone related, low-sulfide, mesothermal, amongst other names and which, collectively, account for a major part of the world’s gold production. Although there is a history of past lode and alluvial production on our Chandalar property, it currently does not contain any known probable or proven ore reserves as defined in SEC Industry Guide 7. The probability that ore reserves that meet SEC guidelines will be discovered on an individual hard rock prospect at Chandalar cannot be determined at this time.


Subject to available financing, our main focus is to continue exploration of our Chandalar property where we have discovered and identified drilling targets for a potentially large sedimentary-type bulk tonnage hard-rock gold deposit.



9



TABLE OF CO NTENTS



A secondary focus is continued gold extraction from a substantial alluvial gold deposit discovered on the property. To date, Goldrich has completed approximately 15,000 feet of drilling and outlined 10.5 million cubic yards of mineralized material, at an average head grade of approximately 0.025 ounces of gold per cubic yard for an estimated total of approximately 250,000 contained ounces.


In 2012, Goldrich and NyacAU LLC (“NyacAU”) formed Goldrich NyacAU Placer LLC (“GNP”), a 50/50 joint-venture company, managed by NyacAU, to mine Goldrich’s various placer properties at Chandalar. In 2013, an independent mining permit was received to expand the mining operation from 10 to approximately 350 acres. As of 2013, total mining preparation expenditures by GNP were approximately $13.7 million and mining preparation expenditures for 2014 are estimated to be $4.5 million. Except for certain equipment that is under order and is being constructed outside of Alaska, the expanded plant is expected to be completed in 2014 and extraction is targeted to begin in June 2015. Gold production will be approximately from mid-June to mid-September of each year. All costs up to commercial production (as defined in the joint venture agreement) are required to be funded by NyacAU and will be paid back from cash flow from gold production (as defined in the joint venture agreement).


During the last several years, weak financial markets have been an important factor affecting the level of our exploration activities and we were unable to obtain sufficient finances for exploration in 2012 and 2013. We believe the financial markets are improving in 2014 and hope to secure finances for an exploration program in 2014. Additionally, as the placer mine nears completion, we look forward to internal cash flow and additional opportunities for financing that will give us a unique advantage over other junior mining exploration companies. We also intend to list our shares on a recognized stock exchange in Canada in addition to maintaining our listing on the Financial Industry Regulatory Authority’s (“FINRA”) OTC Bulletin Board in the United States. We believe these factors will increase our access to financial markets and positively affect our ability to raise the funds necessary to add value to our property and increase shareholder value.


History and Chandalar Exploration Project Background

Gold was discovered in the Chandalar district in 1905, and over the years various operators have produced small amounts of gold mainly from placer deposits, and also from bedrock lodes consisting of high-grade gold-quartz veins. We were incorporated in 1959 for the purpose of acquiring and consolidating diversely owned gold mining claims in the Chandalar mining district. Our operations during the 1960s resulted in the establishment of a mining camp, a mill, several airstrips, and exploitation of a small amount of gold from underground workings, which was marginally profitable.


Total recorded gold production from the Chandalar property, as contained in our historical records, currently stands at about 87,834 ounces of fine gold, although actual historic production was probably much greater than the recorded production. Of this total, recorded lode gold production from high-grade gold-quartz vein-shear zone deposits is 8,244 ounces. Historical records in our files contain engineering reports showing the amount of remaining mineralized material in the lodes to be at least 17,646 tons at a grade of 1.50 ounces of gold per ton. These are not ore reserves as defined in the SEC Industry Guide 7. Approximately 79,590 ounces of the total gold production came from placer deposits of which 2,702 ounces were from gold production since 2009 from the Little Squaw Creek alluvial gold mine. Most of the remaining placer production was mined by lessees and derived from the Big Creek, Tobin Creek and Little Squaw Creek drainages.

Between 1929 and 1938, the previous owners of the Chandalar property obtained U.S. patents to federal mining claims totaling 426.5 acres. In 1972 and 1976, we acquired all patented and unpatented federal lode mining claims in the Chandalar district except for seven unpatented federal lode mining claims held by the Anderson Partnership. The patented federal claims are fee simple land. In 1978, we acquired all of the unpatented federal placer mining claims in the Chandalar district. In 1987 the federal government deeded all the land in the Chandalar district to the State of Alaska in partial fulfillment of a land conveyance quota established in the Alaska Statehood Act. During 1987, all of the 105 unpatented federal lode and placer mining claims were re-staked as State of Alaska Traditional mining claims. Unlike the federal government, the State of Alaska does not distinguish between lode and placer mining claims and accordingly all state mining claims are treated the same under the Alaska mining statutes.



10



TABLE OF CO NTENTS



We relinquished 86 of our State of Alaska mining claims during 2000 and 2001 due to financial considerations. In the beginning of 2003, we owned nineteen 40-acre Traditional mining claims at Chandalar. During 2003, we purchased the seven traditional mining claims, which had been re-staked as State of Alaska mining claims from the Anderson Partnership for $35,000. In September of 2003, we staked fifty-five 160-acre MTRSC (meridian, township, range, section, and claim location system) state mining claims. In 2004, we staked one traditional 40-acre claim and eight 160-acre MTRSC claims. In 2005, we staked one 160-acre MTRSC claim. In 2006, we staked twenty-nine 160-acre MTRSC claims of which five were subsequently dropped after being evaluated in 2007. In 2007, we staked five 160-acre MTRSC claims, with twelve 160-acre MTRSC claims and two 40-acre MTRSC claims in 2008. In 2009, we staked an additional 40-acre MTRSC claim and were awarded twenty 40-acre MTRSC claims by a Superior Court for the State of Alaska. These claims had been located and held by Gold Dust Mines, Inc. In 2010, we purchased nine 40-acre MTRSC claims at a public auction. In 2011, we staked additional claims to expand our Chandalar mining claims based on recent exploration results and aeromagnetic data published by the United States Geological Survey. The aeromagnetic survey showed that all known gold prospects in the Chandalar district are associated with a large, northeast-trending, magnetic high. As a result, we located new mining claims covering 4,800 acres, completing our coverage of this northeast mineral trend. With the new acquisition, our total land area at Chandalar increased to approximately 22,858 acres, consisting of 23 patented Federal mining claims and 197 unpatented State of Alaska mining claims. Based on the same survey, we also staked a new and separate 25,600 acre block of state mining claims known as Thazzik Mountain, located 30 miles southeast of Chandalar, which the significance of which is discussed above. We relinquished our Thazzik Mountain claims during 2013 due to financial considerations.

During the 1970s and early 1980s the lode and placer properties were leased to various parties for exploration and gold production. The quartz lodes were last worked from 1970 to 1983, when about 8,192 ounces of fine gold were recovered from the milling of 11,884 tons which averaged about one ounce of gold per ton. The material was extracted from surface and underground workings on three mineralized quartz veins lying mostly on our patented federal mining claims. Between 1979 and 1999, our lessees produced 15,735.5 ounces of raw gold (impure or unrefined gold, i.e. not pure or 1000 fine gold) from placer operations, which is equivalent to about 13,287 ounces of fine gold. We estimate that approximately another 1,400 ounces of raw gold were produced by a lessee between 2004 and 2009 that was not reported to us. All past production of raw gold on the property has been previously reported as being 848 fineness. Analyses from our recent production indicate that the gold produced averaged 844 fineness, or 84.45%, and contained 13.88 % silver plus 1.68% impurities such as copper and iron.

During 1988, a consulting mining engineer was hired to compile historical information on the entire placer and lode gold district. His comprehensive report was completed in January 1990, and is available for review at our office. A few conclusions from that report are incorporated in this section.

In November of 1989, we entered into a ten year mining lease, extendable for an additional forty years, with Gold Dust Mines, Inc. for all our Chandalar placer mining interests located on the Big Creek, St. Mary's Creek, Little Squaw Creek, Big Squaw Creek, and Tobin Creek. The mining lease provided for annual advance lease payments of $22,500 plus a ten percent (10%) royalty of all raw (placer) gold production to be paid in kind. Twenty percent (20%) of the 10% royalty, two percent (2%) overall, were to be paid directly to the underlying royalty interest holders (i.e. Anderson Partnership), and was to consist of the coarsest and largest particles of all gold produced. Goldrich received the remaining eight percent (8%) of the gold royalty.

During the spring of 1990, Gold Dust Mines, Inc., as lessee transported about $2.6 million in capital equipment to our Chandalar mining claims over the winter haul road from the town of Coldfoot, located on the Alaska pipeline highway, also known as the Dalton highway. This machinery included a large gravity-type alluvial mineral treatment plant (an IHC-Holland wash plant) together with a Bucyrus-Erie dragline, two big Caterpillar tractors, front end loaders, a churn drill and other large pieces of placer gold mining equipment. During the last part of the 1993 season, Gold Dust Mines moved its placer operations to the Big Creek and St. Mary's Creek drainages. In 1994, placer mining operations were concentrated on the St. Mary's Creek drainage. During 1995, placer mining operations were conducted on the St. Mary's Creek and Big Creek drainages. During 1996 to 1999, placer mining operations were conducted only on the St. Mary’s Creek and Big Creek drainages.

An amendment to the mining lease in 1996 reduced Gold Dust Mines, Inc.’s Chandalar placer mining rights to only Big Creek and its tributary, St. Mary’s Creek. As a result of this amendment, the annual advance lease payment was



11



TABLE OF CO NTENTS



reduced to $7,500. From 1996 to 1999, placer mining operations were conducted only on the St. Mary’s Creek and Big Creek drainages. There were no mining operations conducted in 2000, 2001 or 2003. However, beginning in 1999, Gold Dust Mines, Inc. failed to pay both the $7,500 annual lease fee and the annual rental payments on the state mining claims it was mining on, as required by the mining lease, in all a sum of $32,380. A portion of the 1999 production royalties owed to us in the amount of eleven ounces of gold nuggets was also not paid. In February 2000, the owners of Gold Dust Mines, Inc., Mr. and Mrs. Delmer Ackels (guarantors of Gold Dust Mines, Inc.’s obligations to us) filed for bankruptcy pursuant to Chapter 7 of the United States Bankruptcy Code, as amended. Our mining lease with Gold Dust Mines, Inc. was the sole asset of Gold Dust Mines, Inc.

In the late summer of 1997, we executed a placer mining lease with Day Creek Mining Company, Inc., an Alaskan corporation. The lease included the placer mining claims only for the Tobin Creek, Big Squaw Creek and Little Squaw Creek drainages. The lease did not include the Big Creek and St. Mary’s Creek drainages, which were leased to Gold Dust Mines, Inc. The lessee was to have performed minimum exploratory drilling during each year of the lease. Only a minimum amount of drilling was performed the first year, with some good results downstream from the Mello Bench on upper Little Squaw Creek. Due to lack of financing, the lessee could not comply with the drilling requirements in 1998, and the lease was terminated by us giving a declaration of forfeiture to the lessees in February of 1999. The lessee did not contest the declaration of forfeiture.

We allowed most of our state mining claims on Big Creek and Little Squaw Creek to lapse in 2000 for lack of funds to pay the State of Alaska annual rental fees required to maintain the mining claims. Our inability to pay the State of Alaska annual rental fees was precipitated by Gold Dust Mines, Inc.’s failure to make its 1999 annual mining lease payment to us and their failure to pay the annual state mining claim rental on the claims covered by the mining lease as required by the lease. The owners of Gold Dust Mines, Inc. continued to do the annual assessment work on the remaining claims on our behalf through 2002 on the basis of a verbal agreement between our former management and Gold Dust Mines, Inc. to extend its mining lease. The existence of this extension of the lease was later contested by the Gold Dust Mines, Inc. in civil court proceedings whereby a jury determined in our favor that the lease had been extended by the course of conduct of the parties from October 1999 to October 2003. Consequently and subsequently, a final ruling by the civil court awarded us title to the 20 claims staked in this interim on Big Creek and Little Squaw Creek. In 2010, Gold Dust, Inc. appealed the civil court’s final ruling in the Alaska Supreme Court. In September 2012, the Alaska Supreme Court issued its final ruling. All appeals have been exhausted and all rulings have been in our favor. To the extent possible, we have perfected our interests in all claims, including the 20 awarded claims.

In 2004, we contracted an independent geological consulting company to review and analyze previous work done on Chandalar. The consultants concluded that the gold mineralization at Chandalar is mesothermal, which can be described as formed at moderate to high temperatures and moderate to high pressures by deposition from hydrothermal fluids. A technical report produced by the consultants recommended an initial exploration program to better assess the gold lodes and the placer gold deposits.

In 2004, we also commissioned a remote sensing technical study of the Chandalar district by another independent contractor who studied high altitude air photography available for the region. The purpose of the study was to identify geological structures that may be associated with gold occurrences in a schist belt containing greenstones. Numerous geological features, mostly linear and curvilinear, were identified. Major linears, especially where they may form a regional rift, are an excellent exploration tool in the search for gold. The consultant recommended making field examinations of known gold occurrences associated with the linears and other structural features identified by the study.

During the 2004 summer field season at Chandalar, using independent certified professional geologists, we followed up on the work recommended by the remote sensing consultant’s studies. This program ended a twenty-year hiatus of hard-rock exploration on the property. It involved a photo geologic lineament study, expansion of the claim block to cover outlying vein showings and reconnaissance sampling of rocks, soils and stream sediments for geochemical analyses. The lineament study identified fifty-nine sites thought to be favorable for discovery of mineralization. The objective of the field program was to assess the validity of historic records, refine known drilling targets and identify new drilling targets. Several prospects of previously unevaluated or unknown gold mineralization were found.

During 2005, we completed a modest prospecting and geologic mapping program at Chandalar, which was limited by



12



TABLE OF CO NTENTS



our lack of funds. In all, 189 exploratory samples of stream sediments, soils and rock chips were taken, and mapping was completed on a series of ten prospects. That work was successful in identifying additional gold prospects within our claim block, and also in developing specific drilling targets on several of the prospects.

During early 2006, we acquired sufficient funds to undertake a substantial exploration program on the Chandalar property. During the 2006 summer field season, a geological contractor completed a 1:20,000 scale geologic map of the Chandalar district, and we drilled 39 reverse circulation drill holes for 7,763 feet on nine of some thirty gold prospects within our Chandalar claim block. In the process, several miles of old roads were repaired and three miles of new roads were constructed. We established an exploration base camp (Mello Bench camp) capable of housing 20 people, and accomplished environmental clean ups of two abandoned mining camp sites that predate our management takeover in 2003.

The 2007 Chandalar exploration program expanded our understanding of several hard-rock gold prospects through trenching and associated sampling. In all, forty prospect areas were mapped in detail and 1,342 samples of rock (including trench and placer drill holes to bedrock) and soil were collected and analyzed. Forty-five trenches for 5,927 feet were accomplished using an excavator, of which 4,954 feet cut into bedrock and were sampled. Some 534 trench samples were taken continuously along the lengths of all trenches. Additionally, ground magnetic surveys on fifteen of the prospects were conducted with survey lines totaling 28 miles.

Also in 2007, we conducted a reverse circulation drilling program on the Little Squaw Creek drainage. A total of 15,304 feet were drilled. Of 107 holes collared, 87 were completed to their targeted depths. We engaged an independent geological contractor to conduct all sampling in our drilling program, complete all drill sample gold recovery, ore valuation, maintain drill sample security and report the results of their work.

The analytical processing of the 3,031 drill samples and report on the final results of the samples gold contents was completed by March of 2008. From these results, we concluded that we discovered a relatively large alluvial gold deposit of sufficient grade to be potentially economic to mine under prevailing gold prices.

In 2009, we successfully completed an alluvial gold mining test on Little Squaw Creek. The pilot program involved a mining test that extracted approximately 594 “raw” ounces of placer gold, equivalent to about 500 ounces of fine gold. The test mining yielded valuable geologic, mining and engineering data that encouraged us to ramp-up the project into extraction in the spring of 2010.

During the summer of 2010, we were able to start a small mining operation at our Little Squaw Creek alluvial deposit, the site of our previous test mining operation, known as the Little Squaw Creek Gold Mine. This was a major milestone for us, although full realization of the intended project was inhibited by a shortage of working capital. By the end of the 2010 mining season we had extracted 1,906 ounces of gold concentrate from which approximately 1,522 ounces of fine gold and 259 ounces of fine silver were extracted, bringing us gross sales proceeds of $1,904,124. In 2011, we suspended extraction of the Little Squaw Creek Gold Mine to refocus our efforts on hard-rock exploration at Chandalar. In 2012, GNP was formed for the purpose of exploiting the alluvial deposit on Little Squaw, as well as the other alluvial deposits at Chandalar.


During the 2011 exploration season, we successfully completed an exploratory drilling program, soil survey program, and geophysical survey at Chandalar. We drilled 25 HQ size core holes totaling approximately 14,500 feet in five target areas. Drill results are presented in “ 2011 Exploration Activities ” section of this Annual Report. The soil sampling, prioritized to first cover known mineralized trends, consisted of over 1,100 samples collected on a reconnaissance scale grid over approximately 65 percent of the 23,000-acre Chandalar property. In the airborne geophysical survey, approximately 750 line miles (1,246 line kilometers) were flown by an international geophysical contractor over the entire Chandalar property along flight lines 100 meters apart. Preliminary magnetic data reveals known mineralized structures with good clarity and, more importantly, identifies sharp new prospect-scale and district-scale anomalies and mineralized trends.

During 2011, we staked a new and separate 25,600-acre block of state mining claims known as Thazzik Mountain, located 30 miles southeast of Chandalar. Geologically, Thazzik Mountain lies within the same schist belt as Chandalar on the south flank of the Brooks Range. Fieldwork identified a multitude of quartz-bearing structures, including



13



TABLE OF CO NTENTS



sheeted quartz veinlets. We took approximately 100 reconnaissance samples for geochemical analyses. Based upon the results from the analyses, during 2012 we chose to release 76 of the 160 claims staked in 2011, reducing the total acre block to 13,440 acres. Due to financial considerations, the Company chose to release the remaining 84 claims in 2013.

During the last several years, weak financial markets have been an important factor affecting the level of our exploration activities and we were unable to obtain sufficient finances for major exploration programs in 2012 and 2013. Focus was therefore put on our placer deposit, were significant funds for development were available however our main focus in the future will continue to be the exploration of the hard-rock targets of our Chandalar property as funds become available.

Competition

There is aggressive competition within the minerals industry to discover and acquire mineral properties considered to have commercial potential. We compete for the opportunity to participate in promising exploration projects with other entities. In addition, we compete with others in efforts to obtain financing to acquire and explore mineral properties, acquire and utilize mineral exploration equipment and hire qualified mineral exploration personnel.

We may compete with other junior mining companies for mining claims in regions adjacent to our existing claims, or in other parts of the world should we dedicate resources to doing so in the future. These companies may be better capitalized than us and we may have difficulty in expanding our holdings through additional mining claims.

In competing for qualified mineral exploration personnel, we may be required to pay compensation or benefits relatively higher than those paid in the past, and the availability of qualified personnel may be limited in high-demand mining periods, such as have been experienced during the increased price of gold in recent years.

Employees

In October 2009, William Schara began employment as our President and Chief Executive Officer (“CEO”). We rely on consulting contracts for some of our management and administrative personnel needs, including for our Chief Financial Officer (“CFO”), Mr. Ted Sharp. The contract for Mr. Sharp expired on December 31, 2009, however Mr. Sharp continues to provide services to the Company under the same terms provided in the contract. We employ individuals and contractors on a seasonal basis to conduct exploration, mining and other required company activities, mostly during the late spring through early fall months. We currently have 2 full-time employees; our CEO and Controller. We had as many as 23 part-time employees and contractors during 2011, 5 part-time employees and contractors during 2012, and one employee at the mine site for logistics and other company activities during 2013. In addition to the employees of Goldrich, GNP had as many as 10 employees during 2012 and 46 employees during 2013.

Seasons

We conduct exploration activities at Chandalar between late spring and early autumn. Access during that time is exclusively by airplane. All fuel is supplied to the campsite by air transport. Access during winter months is by ice road, snowmobile and ski-plane. All heavy supplies and equipment are brought in by trucking over the ice road from Coldfoot. Snow melt generally occurs toward the end of May, followed by an intensive, though short, 90-day growing season with 24 hours of daylight and daytime temperatures that range from 60° to 80° Fahrenheit. Freezing temperatures return in late August and freeze-up typically occurs by early October. Winter temperatures, particularly in the lower elevations, can drop to -50° F or colder for extended periods. Annual precipitation is 15 to 20 inches, coming mostly in late summer as rain and during the first half of the winter as snow. Winter snow accumulations are modest. The area is essentially an arctic desert.

Regulation

Our mineral exploration activities are subject to various federal, state, and local laws and regulations governing prospecting, exploration, production, labor standards, occupational health and mine safety, control of toxic substances, land use, water use, land claims of local people and other matters involving environmental protection and taxation. New rules and regulations may be enacted or existing rules and regulations may be applied in a manner that could limit



14



TABLE OF CO NTENTS



or curtail exploration at our property. It is possible that future changes in these rules or regulations could have a significant impact on our business, causing those activities to be economically re-evaluated at that time.

Taxes Pertaining to Mining

Alaska’s tax and regulatory policy is widely viewed by the mining industry as offering the most favorable environment for establishing new mines in the United States. The mining taxation regimes in Alaska have been stable for many years. There is regular discussion of taxation issues in the legislatures but no changes have been proposed that would significantly alter their current state mining taxation structures. The economics of any potential mining operation on our properties would be particularly sensitive to changes in the State of Alaska's tax regimes. Amendments to current laws, regulations and permits governing our operations and the general activities of mining and exploration companies, or more stringent implementation thereof, could cause unanticipated increases in our exploration expenses, capital expenditures or future production costs, or could result in abandonment or delays in establishing operations at our Chandalar property. Although management has no reason to believe that new mining taxation laws that could adversely impact our Chandalar property will materialize, such an event could and may happen in the future.

At present, Alaska has a 7% net profits mining license tax on all mineral production (AS 43.65), a 3% net profits royalty on minerals from state lands (AS 38.05.212) (where we hold unpatented state mining claims), and a graduated annual mining claim rental beginning at $0.88/acre. Alaska state corporate income tax is 9.4% if net profit is more than a set threshold amount. Alaska has an exploration incentive credit program (AS 27.30.010) whereby up to $20 million in approved accrued exploration credits can be deducted from the state mining license tax, the state corporate income tax, and the state mining royalty. All qualified new mining operations are exempt from the mining license tax for 3 1/2 years after production begins.

Environmental Regulations

Our Chandalar property contains an inactive small mining mill site on Tobin Creek with tailings impoundments, last used in 1983. The mill was capable of processing 100 tons of ore per day. A total of 11,884 tons were put through the mill, and into two small adjacent tailings impoundments. A December 19, 1990 letter from the Alaska Department of Environmental Conservation (the “Alaska DEC”) to the Alaska Division of Mining of the Department of Natural Resources (the “Alaska DNR”) states: “Our samples indicate the tailings impoundments meet Alaska DEC standards requirements and are acceptable for abandonment and reclamation.” The Alaska DNR conveyed acknowledgement of receipt of this report to us in a letter dated December 24, 1990. We subsequently reclaimed the tailings impoundments, and expect that no further remedial action will be required. Vegetation has established itself on the tailings impoundments, thereby mitigating erosional forces.

In 1990, the Alaska DEC notified us that soil samples taken from a gravel pad adjacent to our Tobin Creek mill site contained elevated levels of mercury. In response to the notification, we engaged a professional mineral engineer to evaluate procedures for remediating contamination at the site. In 1994, the engineer evaluated the contamination and determined that it consists of approximately 160 cubic yards of earthen material that could be cleansed by processing it through a simple gravity washing plant. This plan was subsequently approved by the state. In 2000, the site was listed in the Alaska DEC’s contaminated sites database as a “medium” priority contaminated site. We are not aware of any changes in state environmental laws that would affect our state approved cleanup plan or impose a time table for it to be done. During 2008, our employees took a suite of samples at the contamination site to update the readings taken in 1990 or prior. The results of this sampling reconfirmed the earlier findings, and also suggest that some attenuation of the mercury contamination has occurred. An independent technical consultant assessed those results and believes that proper procedures for sampling and testing were followed. During 2011 and 2013, we took additional samples that showed an overall reduction of mercury in the previously sampled area. However, one sample on the margin of the sampled area yielded high mercury content, and that may necessitate continued expansion of the area to be sampled in the future. The 2011 and 2013 sample results were submitted to the State for analysis and determination of what additional sampling the State may require on the area around the mill. In 2013, we received a letter request from the Alaska DEC to update our plan for remediating the contaminated site. We have engaged an independent environmental engineering company to perform an evaluation of the remediation requirements based on locality, latitude, altitude, permafrost and other factors. At December 31, 2013, we have accrued a liability of $50,000 in our financial statements to remedy this site.



15



TABLE OF CO NTENTS



During 2009 and 2010, we engaged in permitted open pit mining operations on Little Squaw Creek. The Small Mines permit restricts ground disturbance to a total maximum of ten acres and requires a specified reclamation plan for the disturbed area to be completed prior to additional acreage being disturbed. We joined the State of Alaska reclamation bond pool to assure the minimum legal reclamation requirements could be met. During the 2010 mining operations, we experienced a situation where it was not practical to concurrently mine and reclaim without wasting (or sacrificing) a significant portion of the mineralized material we intended to mine. Our mining operations have to date disturbed approximately forty-six acres, including the airstrip and historic roads. During 2012, GNP completed certain corrective actions required by the U.S. Army Corps of Engineers. We are still required to remove a mine waste road built in 2010. The Army Corps of Engineers has accepted our plan and timeline for removal of the road by October 2015. The reclamation of the waste road will be concurrent with the removal of overburden and seeding over the recontoured areas of the current active mine operation that includes the 2010 mine pit. At December 31, 2013, we have accrued a liability of approximately $586,000 in our financial statements for the asset retirement of the mine site, waste road and related settling ponds.

Title to Properties


We hold 220 mining claims of which 23 are patented claims and 197 are State of Alaska unpatented mining claims. Alaska state unpatented mining claims are unique property interests in that they are subject to the paramount title of the State of Alaska, and rights of third parties to non-interfering uses of the surface within their boundaries, and are generally considered to be subject to greater title risk than other real property interests. There are few public records that definitively determine the issues of validity and ownership of unpatented state mining claims and possible conflicts with other claims are not always determinable from the descriptions contained in public records. The rights to deposits of minerals lying within the boundaries of the unpatented state claims are subject to Alaska Statues 38.05.185 – 38.05.280, and are governed by Alaska Administrative Code 11 AAC 86.100 – 86.600.

The validity of an Alaska state unpatented mining claim depends on: (1) the claim having been located on state land open to appropriation by mineral location, which is the act of physically going on the land and making a claim by putting stakes in the ground; (2) compliance with all applicable state statutes in terms of the contents of claim location notices or certificates and the timely filing and recording of the same; (3) timely payment of annual claim rental fees; and (4) the timely filing and recording of proof of annual assessment work. In the absence of a discovery of valuable minerals, the ground covered by an unpatented mining claim is open to location by others unless the owner is in actual possession of and diligently working the claim. We are diligently working and are in actual possession of all our claims at Chandalar.

The locator of a mining claim on land belonging to the State of Alaska does not have an option to patent the claim. Instead, rights to deposits of minerals on Alaska state land that is open to claim staking may be acquired by discovery, location and recording as prescribed in Alaska state statutes, as previously noted. The locator has the exclusive right of possession and extraction of the minerals in or on the claim, subject to state statutes governing mining claims. We are not in default of any annual assessment work filing or annual claim rental payment required by the state of Alaska to keep our title to the mining rights at Chandalar in good standing.

An important part of our Chandalar property is patented federal mining claims owned by us. Patented mining claims, which are real property interests that are owned in fee simple, are subject to less risk than unpatented mining claims. We have done a title chain search of our patented federal mining claims and believe we are the owner of the private property, and that the property is free and clear of liens and other third party claims except for the 2% mineral production royalty. The 2% mineral production royalty was formerly held by our previous management (Anderson Partnership, also known as Jumbo Basin). During 2012, NyacAU loaned $250,000 to GNP and GNP purchased the royalty from Anderson Partnership. The loan to GNP for the royalty will carry interest at the greater of prime plus 2% or 10% and will be repaid from Goldrich’s portion of production. Goldrich will also have the exclusive right to purchase back the royalty at any time. The royalty will be extinguished upon payback of the loan or purchase by Goldrich.

On December 3, 2013, due to a clerical error, we filed an untimely (one day late) Affidavit of Annual Labor with the State of Alaska for the Chandalar claims. By regulation, this created an opportunity for another party to stake new claims and nullify our claims to the Chandalar property. We immediately paid the fees associated with the late filing



16



TABLE OF CO NTENTS



and performed an aerial reconnaissance of our claims at Chandalar to determine that no claim staking activities had occurred and that our claims were in full force and effect.


ITEM 1A.  RISK FACTORS


Readers should carefully consider the risks and uncertainties described below before deciding whether to invest in shares of our common stock.

Our failure to successfully address the risks and uncertainties described below would have a material adverse effect on our business, financial condition and/or results of operations, and the trading price of our common stock may decline and investors may lose all or part of their investment. We cannot assure you that we will successfully address these risks or other unknown risks that may affect our business.

Risks Related to Our Operations

Our ability to operate as a going concern is in doubt.


The audit opinion and notes that accompany our consolidated financial statements for the year ended December 31, 2013, disclose a ‘going concern’ qualification to our ability to continue in business. The accompanying consolidated financial statements have been prepared under the assumption that we will continue as a going concern. We are an exploration stage company and we have incurred losses since our inception. We do not have sufficient cash to fund normal operations and meet debt obligations for the next 12 months without deferring payment on certain current liabilities and raising additional funds. During the year ended December 31, 2013, we raised $571,352 net cash from the issuance of notes payable in gold and received cash of $332,067 from a receivable from equipment sold in 2012. We believe that the going concern condition cannot be removed with confidence until the Company has entered into a business climate where funding of its activities is more assured.


We currently have no historical recurring source of revenue and our ability to continue as a going concern is dependent on our ability to raise capital to fund our future exploration and working capital requirements or our ability to profitably execute our business plan. Our plans for the long-term return to and continuation as a going concern include financing our future operations through sales of our common stock and/or debt and the eventual profitable exploitation of its mining properties. Additionally, the current capital markets and general economic conditions in the United States are significant obstacles to raising the required funds. These factors raise substantial doubt about our ability to continue as a going concern.


On October 10, 2013, we reported GNP had completed preparations for initial extraction and had extracted approximately 680 ounces of gold during the construction of the mine before closing out the 2013 season. Mine completion and plant expansion are scheduled to be completed by June of 2015. A successful mining operation may provide the long-term financial strength for the Company to remove the going concern condition in future years. For more information see Joint Venture Agreement below .


Subsequent to the end of 2013, we have been successful in raising approximately $500,000 through the sale of 200 shares of Series B preferred shares for $1,000 per share and an unsecured senior note financing for approximately $300,000, which is part of six staged loans for an aggregate of $2,000,000, each of the subsequent loans being at the election of the investor. If the following five stages of the loan do not occur, additional funds will need to be obtained through debt or equity sources to continue as a going concern.


The consolidated financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern. If the going concern basis were not appropriate for these financial statements, adjustments would be necessary in the carrying value of assets and liabilities, the reported expenses and the balance sheet classifications used.


We have a history of losses and expect to continue to incur losses in the future.




17



TABLE OF CO NTENTS



We have incurred losses since inception and expect to continue to incur losses in the future. We incurred the net losses during each of the following periods:


·   $1,940,121 for the year ended December 31, 2013;

·   $ 1,857,029 for the year ended December 31, 2012; and

·   $ 6,117,639 for the year ended December 31, 2011 .


We had an accumulated deficit of approximately $ 25.5 million as of December 31, 2013. We expect to continue to incur losses unless and until such time as one of our properties enters into commercial production and generates sufficient revenues to fund continuing operations. We recognize that if we are unable to generate significant revenues from mining operations and dispositions of our properties, we will not be able to earn profits or continue operations. At this early stage of our operation, we also expect to face the risks, uncertainties, expenses and difficulties frequently encountered by companies at the start up stage of their business development. We cannot be sure that we will be successful in addressing these risks and uncertainties and our failure to do so could have a materially adverse effect on our financial condition.


We may be unable to timely pay our obligations under our outstanding note payable in gold and senior unsecured note, which may result in us losing some of our rights to gold distributions under our joint venture and may adversely affect our assets, results of operations and future prospects.


During 2013, we issued notes payable in gold totaling $820,000, less a discount of $205,000, for proceeds of $615,000. At December 31, 2013, the Company had outstanding total notes payable in gold of $820,000 less unamortized discounts of $118,271 for a net liability of $701,729, representing 511.193 ounces of fine gold deliverable at November 30, 2014. These notes are secured against our right to future distributions of gold extracted by our jont venture with NyacAu.  Subsequent to the end of 2013, we issued an unsecured senior note for approximately $300,000, which is part of six staged loans for an aggregate of $2,000,000, subsequent loans being at the discretion of the investor.  


If we are unable to timely satisfy our obligations under the notes payable in gold or the unsecured senior note, including timely payment of gold in November of 2014 or interest when due and payment of the principal amount at maturity on the unsecured senior note and we are not able to re-negotiate the terms of such agreements, the holders will have rights against us, including potentially seizing or selling our assets.  The notes payable in gold are specifically secured against our right to future gold distributions under our joint venture. Any failure to timely meet our obligations under these instruments may adversely affect our assets, results of operations and future prospects.


We are required to raise additional capital to fund our exploration and, if warranted, development and production programs on the Chandalar property.


We are an early stage company and currently do not have sufficient capital to fully fund any long-term plan of operation at the Chandalar gold property. We will require additional financing in the future to fund exploration of and development and production on our properties, if warranted, to attain self-sufficient cash flows. We expect to obtain financing through various means including, but not limited to, private or public placement offerings of debt or our equity securities, the exercise of outstanding warrants, the sale of a production royalty, the sales of gold from future production, joint venture agreements with other mining companies, or a combination of the above. The level of additional financing required in the future will depend on the results of our exploration work and recommendations of our management and consultants. Failure to obtain sufficient financing may result in delaying or indefinite postponement of exploration or even a loss of some property interest. Additional capital or other types of financing may not be available if needed or, if available, may not be available on favorable terms or terms acceptable to us. Failure to raise such needed financing could result in us having to discontinue our mining and exploration business.


We have no proven or probable reserves on our Chandalar property and we may never identify any commercially viable mineralization.


We have no probable or proven reserves, as defined in SEC Industry Guide 7, on our Chandalar gold exploration property. On April 20, 2008, we received an internal report by an independent registered mining engineer hired by us



18



TABLE OF CO NTENTS



to make a preliminary economic assessment of our alluvial gold deposit on the Little Squaw Creek drainage located on the Company’s wholly owned Chandalar, Alaska, mining property. A revised, more in-depth study of the engineer’s economic scoping study was submitted on January 29, 2009. It concludes that continued drilling exploration and mineral engineering studies of the gold-bearing gravels on Little Squaw Creek to determine the economic viability of mining them is justified. We believe the deposit can be substantially expanded through additional drilling and that an increase in its size would significantly increase the postulated mine life and lower projected unit costs.


The economic assessment study was done by an independent licensed mining engineer experienced in the operation of Alaskan alluvial gold mines. The results of the study are based on data from 100 drill holes and were made using the cross sectional resource calculation method that is described in detail in the Society for Mining, Metallurgy, and Exploration, Inc. (SME) Mining Engineering Handbook.


We do not purport to have an SEC Industry Guide 7 compliant mineral reserve on our Chandalar, Alaska mining property. We, however, believe that an important quantity of mineralized material has been defined by our drilling and the past two seasons of mining and producing gold from the alluvial deposit.


We have no recent history of commercial production.


We have limited history of commercial production and have carried on our business at a loss. Small scale placer and lode miners have historically produced limited amounts of gold on the Chandalar property. The recorded historical production since 1904 totals 87,834 ounces of fine gold (not all of the gold production has been recorded). Between 1979 and 1999, we were paid an 8% in kind production royalty of 1,246.14 ounces of gold on 15,735.54 ounces of “raw” gold mined by our placer miner lessees. Between 1970 and 1983, lode production from operations of our lessees was 8,192 ounces of fine gold produced from 11,884 tons of mined rock. Historical records in our files contain engineering reports showing the amount of remaining mineralized material in the lodes to be at least 17,646 tons at a grade of 1.50 ounces of gold per ton. In 2009, we successfully completed an alluvial gold mining test on the property in lower Little Squaw Creek, now known as the Little Squaw Creek Gold Mine. The test mining operation yielded about 500 ounces of fine gold. In 2010, we expanded the mine into small scale extraction. By the end of the 2010 mining season we had extracted approximately 1,522 ounces of fine gold and 259 ounces of fine silver. We had no gold extraction in 2011 and 2012 as we focused our efforts on exploration of our hard-rock project at Chandalar.


In 2012, we entered into a joint venture agreement with an independent third party under which the joint venture partner was required to invest cash to bring the alluvial deposits into production (as defined in the joint venture agreement). The joint venture extracted approximately 680 ounces of gold during the 2013 mine construction period. As of the date of this Annual Report, the joint venture partner has reported that full gold extraction from the Chandalar alluvial deposits will begin in the summer of 2015. At this time, due to the risks and uncertainties described in this section, we cannot assure you that the extraction activities in 2015 or in the future will generate revenues, profits or cash flow to us.


We depend largely on a single property - the Chandalar property.


Our major mineral property at this time is the Chandalar property. We are dependent upon making a gold deposit discovery at Chandalar for the furtherance of the Company at this time. Should we be able to make an economic find at Chandalar, we would then be solely dependent upon a single mining operation for our revenue and profits, if any.


Chandalar is located within the remote Arctic Circle region and exploration and, if warranted, development and production activities may be limited by climate and location.


While we have conducted test mining and minor gold mining extraction in recent years, our current focus remains on exploration of our Chandalar property. With our current infrastructure at Chandalar, the arctic climate limits exploration activities to a summer field season that generally starts in early May and lasts until freeze-up in mid-September. The remote location of the Chandalar property limits access and increases exploration expenses. Costs associated with such activities are estimated to be between 25% and 50% higher than costs associated with similar activities in the lower 48 states in the United States. Transportation and availability of qualified personnel is also limited because of the remote location. Higher costs associated with exploration activities and limitations for the



19



TABLE OF CO NTENTS



annual periods in which we can carry on exploration activities will increase the costs and time associated with our planned activities and could negatively affect the value of our property and securities.


We are required to raise additional capital to fund our exploration and, if warranted, development and production programs on the Chandalar property.


We are an early stage company and currently do not have sufficient capital to fully fund any long-term plan of operation at the Chandalar gold property. We will require additional financing in the future to fund exploration of and, if warranted, development and production on our properties, to attain self-sufficient cash flows. We expect to obtain financing through various means including, but not limited to, private or public placement offerings of debt or our equity securities, the exercise of outstanding warrants, the sale of a production royalty, the sales of gold from future production, joint venture agreements with other mining companies, or a combination of the above. The level of additional financing required in the future will depend on the results of our exploration work and recommendations of our management and consultants. Failure to obtain sufficient financing may result in delaying or indefinite postponement of exploration or even a loss of some property interest. Additional capital or other types of financing may not be available if needed or, if available, may not be available on favorable terms or terms acceptable to us. Failure to raise such needed financing could result in us having to discontinue our mining and exploration business.


Our mineralized material estimate at Chandalar is based on a limited amount of drilling completed to date.


The internal report of Paul L. Martin on the mineralized material estimate and data analysis for the Little Squaw Creek Alluvial Gold Deposit on our Chandalar property is based on a limited amount of drilling completed during our 2007 drilling program. These estimates have a high degree of uncertainty. While we plan on conducting further drilling programs on the deposit, we cannot guarantee that the results of future drilling will return similar results or that our current estimate of mineralized materials will ever be established as proven and probable reserves as defined in SEC Industry Guide 7. Any mineralized material or gold resources that may be discovered at Chandalar through our drilling programs may be of insufficient quantities to justify commercial operations.


Our exploration activities may not result in commercially successful mining operations.


Our operations are focused on mineral exploration, which is highly speculative in nature, involves many risks and is frequently non-productive. Unusual or unexpected geologic formations and the inability to obtain suitable or adequate machinery, equipment or labor are risks involved in the conduct of exploration programs. The focus of our current exploration plans and activities is conducting mineral exploration and deposit definition drilling at Chandalar. The success of this gold exploration is determined in part by the following factors:


·

identification of potential gold mineralization based on analysis;

·

availability of government-granted exploration permits;

·

the quality of our management and our geological and technical expertise; and

·

capital available for exploration.


Substantial expenditures are required to establish proven and probable reserves through drilling and analysis, to determine metallurgical processes to extract metal, and to establish commercial mining and processing facilities and infrastructure at any site chosen for mining. Whether a mineral deposit at Chandalar would be commercially viable depends on a number of factors, which include, without limitation, the particular attributes of the deposit, such as size, grade and proximity to infrastructure; metal prices, which fluctuate widely; and government regulations, including, without limitation, regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of minerals and environmental protection. Any mineralized material or gold resources that may be discovered at Chandalar may be of insufficient quantities to justify commercial operations.


Actual capital costs, operating costs, production and economic returns may differ significantly from those anticipated and there are no assurances that any future development activities will result in profitable mining operations.




20



TABLE OF CO NTENTS



We have limited operating history on which to base any estimates of future operating costs related to any future development of our properties. Capital and operating costs, production and economic returns, and other estimates contained in pre-feasibility or feasibility studies may differ significantly from actual costs, and there can be no assurance that our actual capital and operating costs for any future development activities will not be higher than anticipated or disclosed.


We have entered into a Joint Venture agreement which involves risk.


In 2012, we exercised diligence in selecting a qualified and experienced JV partner, and entered into a JV agreement with an independent mining company for extraction of alluvial gold from certain claims owned by us. Under the JV agreement, we delegated control (in whole or in part) over such matters as management, operations and funding responsibilities to our JV partner. As a result, we do not have control many key variables of the JV, including such matters as management, mining plan, personnel, equipment and systems. There can be no assurance that this strategic business partner will continue their relationship with us in the future or that we will be able to pursue our stated strategies with respect to our non-wholly-owned joint venture. Furthermore, the joint venture partners may (a) have economic or business interests or goals that are inconsistent with those of the Group; (b) take actions contrary to the Group's policies or objectives; (c) undergo a change of control; (d) experience financial and other difficulties; (e) be unable or unwilling to fulfill their obligations under the joint venture agreement, which may affect our financial conditions or results of operations; or (f) may be unprofitable or insufficiently profitable to produce the anticipated financial returns to us. For more information, see Joint Venture Agreement below .


Exploration activities involve a high degree of risk.


Our operations on our properties will be subject to all the hazards and risks normally encountered in the exploration for deposits of gold. These hazards and risks include, without limitation, unusual and unexpected geologic formations, seismic activity, rock bursts, pit-wall failures, cave-ins, flooding and other conditions involved in the drilling and removal of material, any of which could result in damage to, or destruction of, mines and other producing facilities, damage to life or property, environmental damage and legal liability. Milling operations, if any, are subject to various hazards, including, without limitation, equipment failure and failure of retaining dams around tailings disposal areas, which may result in environmental pollution and legal liability.


The parameters that would be used at our properties in estimating possible mining and processing efficiencies would be based on the testing and experience our management has acquired in operations elsewhere. Various unforeseen conditions can occur that may materially affect estimates based on those parameters. In particular, past mining operations at Chandalar indicate that care must be taken to ensure that proper mineral grade control is employed and that proper steps are taken to ensure that the underground mining operations are executed as planned to avoid mine grade dilution, resulting in uneconomic material being fed to the mill. Other unforeseen and uncontrollable difficulties may occur in planned operations at our properties that could lead to failure of the operation.


If we make a decision to exploit our Chandalar property and build a large gold mining operation based on existing or additional deposits of gold mineralization that may be discovered and proven, we plan to process the resource using technology that has been demonstrated to be commercially effective at other geologically similar gold deposits elsewhere in the world. These techniques may not be as efficient or economical as we project, and we may never achieve profitability.


Increased costs could affect our financial condition.


We anticipate that costs at our projects that we may explore or develop, will frequently be subject to variation from one year to the next due to a number of factors, such as changing ore grade, metallurgy and revisions to mine plans, if any, in response to the physical shape and location of the ore body. In addition, costs are affected by the price of commodities such as fuel, rubber, and electricity. Such commodities are at times subject to volatile price movements, including increases that could make production at certain operations less profitable. A material increase in costs at any significant location could have a significant effect on our profitability.





21



TABLE OF CO NTENTS



A shortage of equipment and supplies could adversely affect our ability to operate our business.


We are dependent on various supplies and equipment to carry out our mining exploration and, if warranted, development and production operations. The shortage of such supplies, equipment and parts could have a material adverse effect on our ability to carry out our operations and therefore limit or increase the cost of reaching production.


We may be adversely affected by a decrease in gold prices.


The value and price of our securities, our financial results, and our exploration activities may be significantly adversely affected by declines in the price of gold and other precious metals. Gold prices fluctuate widely and are affected by numerous factors beyond our control such as interest rates, exchange rates, inflation or deflation, fluctuation in the relative value of the United States dollar against foreign currencies on the world market, global and regional supply and demand for gold, and the political and economic conditions of gold producing countries throughout the world. The price for gold fluctuates in response to many factors beyond anyone’s ability to predict. The prices that would be used in making any economic assessment estimates of mineralized material on our properties would be disclosed and would probably differ from daily prices quoted in the news media. Percentage changes in the price of gold cannot be directly related to any estimated resource quantities at any of our properties, as they are affected by a number of additional factors. For example, a ten percent change in the price of gold may have little impact on any estimated quantities of commercially viable mineralized material at Chandalar and would affect only the resultant cash flow. Because any future mining at Chandalar would occur over a number of years, it may be prudent to continue mining for some periods during which cash flows are temporarily negative for a variety of reasons, including a belief that a low price of gold is temporary and/or that a greater expense would be incurred in temporarily or permanently closing a mine there.

Mineralized material calculations and life-of-mine plans, if any, using significantly lower gold and precious metal prices could result in material write-downs of our investments in mining properties and increased reclamation and closure charges.

In addition to adversely affecting any of our mineralized material estimates and its financial aspects, declining metal prices may impact our operations by requiring a reassessment of the commercial feasibility of a particular project. Such a reassessment may be the result of a management decision related to a particular event, such as a cave-in of a mine tunnel or open pit wall. Even if any of our projects may ultimately be determined to be economically viable, the need to conduct such a reassessment may cause substantial delays in establishing operations or may interrupt on-going operations, if any, until the reassessment can be completed.


Title to our properties may be defective.


We hold certain interests in our Chandalar property in the form of State of Alaska unpatented mining claims. We hold no interest in any unpatented U.S. federal mining claims at Chandalar or elsewhere. Alaska state unpatented mining claims are unique property interests, in that they are subject to the paramount title of the State of Alaska, and rights of third parties to uses of the surface within their boundaries, and are generally considered to be subject to greater title risk than other real property interests. The rights to deposits of minerals lying within the boundaries of the unpatented state claims are subject to Alaska Statues 38.05.185 – 38.05.280, and are governed by Alaska Administrative Code 11 AAC 86.100 – 86.600. The validity of all State of Alaska unpatented mining claims is dependent upon inherent uncertainties and conditions. These uncertainties relate to matters such as:


·

The existence and sufficiency of a discovery of valuable minerals

·

Proper posting and marking of boundaries in accordance state statutes;

·

Making timely payments of annual rentals for the right to continue to hold the mining claims in accordance with state statutes

·

Whether sufficient annual assessment work has been timely and properly performed and recorded; and

·

Possible conflicts with other claims not determinable from descriptions of records.


The validity of an unpatented mining claim also depends on: (1) the claim having been located on Alaska state land open to appropriation by mineral location, which is the act of physically going on the land and making a claim by putting corner stakes in the ground; (2) compliance with all applicable state statutes in terms of the contents of claim



22



TABLE OF CO NTENTS



location notices or certificates and the timely filing and recording of the same; (3) timely payment of annual claim rental fees; and (4) the timely filing and recording of proof of annual assessment work. In the absence of a discovery of valuable minerals, the ground covered by an unpatented mining claim is open to location by others unless the owner is in actual possession of and diligently working the claim. We are diligently working and are in actual possession of all of our mining claims comprising our Chandalar, Alaska property. The unpatented state mining claims we own or control there may be invalid, or the title to those claims may not be free from defects. In addition, the validity of our claims may be contested by the Alaska state government or challenged by third parties.


Title to our property may be subject to other claims.


There may be valid challenges to the title to properties we own or control that, if successful, could impair our exploration activities on them. Title to such properties may be challenged or impugned due to unknown prior unrecorded agreements or transfers or undetected defects in titles.

A major portion of our mineral rights on our flagship Chandalar property consists of “unpatented” lode mining claims created and maintained on deeded state lands in accordance with the laws governing Alaska state mining claims. We have no unpatented mining claims on federal land in the Chandalar mining district, but do have unpatented state mining claims. Unpatented mining claims are unique property interests, and are generally considered to be subject to greater title risk than other real property interests because the validity of unpatented mining claims is often uncertain. This uncertainty arises, in part, out of complex federal and state laws and regulations. Also, unpatented mining claims are always subject to possible challenges by third parties or validity contests by the federal and state governments. In addition, there are few public records that definitively determine the issues of validity and ownership of unpatented state mining claims.

We have attempted to acquire and maintain satisfactory title to our Chandalar mining property, but we do not normally obtain title opinions on our properties in the ordinary course of business, with the attendant risk that title to some or all segments our properties, particularly title to the State of Alaska unpatented mining claims, may be defective. We do not carry title insurance on our patented mining claims.

On December 26, 2013, a lien had been placed on our claims by our JV partner. We believe the lien was placed in violation of the terms of the GNP Joint Venture Operating Agreement. The lien was released on March 28, 2014.

Estimates of mineralized material are subject to evaluation uncertainties that could result in project failure.


Our exploration and future mining operations, if any, are and would be faced with risks associated with being able to accurately predict the quantity and quality of mineralized material within the earth using statistical sampling techniques. Estimates of any mineralized material on any of our properties would be made using samples obtained from appropriately placed trenches, test pits and underground workings and intelligently designed drilling. There is an inherent variability of assays between check and duplicate samples taken adjacent to each other and between sampling points that cannot be reasonably eliminated. Additionally, there also may be unknown geologic details that have not been identified or correctly appreciated at the current level of accumulated knowledge about our Chandalar property. This could result in uncertainties that cannot be reasonably eliminated from the process of estimating mineralized material. If these estimates were to prove to be unreliable, we could implement a plan that may not lead to commercially viable operations in the future.


Government regulation may adversely affect our business and planned operations.


Our mineral exploration activities are subject to various laws governing prospecting, mining, development, production, taxes, labor standards and occupational health, mine safety, toxic substances, land use, water use, land claims of local residents and other matters in the United States. New rules and regulations may be enacted or existing rules and regulations may be applied in a manner that could limit or curtail exploration at our Chandalar property. The economics of any potential mining operation on our properties would be particularly sensitive to changes in the federal and State of Alaska's tax regimes.



23



TABLE OF CO NTENTS



The generally favorable State of Alaska tax regime could be reduced or eliminated. Such an event could materially hinder our ability to finance the future exploitation of any gold deposit we might prove-up at Chandalar, or elsewhere on State of Alaska lands. Amendments to current laws, regulations and permits governing our operations and the general activities of mining and exploration companies, or more stringent implementation thereof, could cause unanticipated increases in our exploration expenses, capital expenditures or future production costs, or could result in abandonment or delays in establishing operations at our Chandalar property.

Our activities are subject to environmental laws and regulation that may materially adversely affect our future operations, in which case our operations could be suspended or terminated.


We are subject to a variety of federal, state and local statutes, rules and regulations in connection with our exploration activities. We are required to obtain various governmental permits to conduct exploration at and development of our property. Obtaining the necessary governmental permits is often a complex and time-consuming process involving numerous federal, state and local agencies. The duration and success of each permitting effort is contingent upon many variables not within our control. In the context of permitting, including the approval of reclamation plans, we must comply with known standards, existing laws, and regulations that may entail greater or lesser costs and delays depending on the nature of the activity to be permitted and the interpretation of the laws and regulations implemented by the permitting authority. The failure to obtain certain permits or the adoption of more stringent permitting requirements could have a material adverse effect on our business, plans of operation, and property in that we may not be able to proceed with our exploration programs. Compliance with statutory environmental quality requirements may require significant capital investments, significantly affect our earning power, or cause material changes in our intended activities. Environmental standards imposed by federal, state, or local governments may be changed or become more stringent in the future, which could materially and adversely affect our proposed activities. As a result of these matters, our operations could be suspended or cease entirely.

Minerals exploration and mining are subject to potential risks and liabilities associated with pollution of the environment and the disposal of waste products occurring as a result of mineral exploration and production. Insurance against environmental risk (including potential liability for pollution or other hazards as a result of the disposal of waste products occurring from exploration and production) is not generally available to us (or to other companies in the minerals industry) at a reasonable price. To the extent that we become subject to environmental liabilities, the remediation of any such liabilities would reduce funds otherwise available to us and could have a material adverse effect on our financial condition. Laws and regulations intended to ensure the protection of the environment are constantly changing, and are generally becoming more restrictive.

Federal legislation and regulations adopted and administered by the U.S. Environmental Protection Agency, Forest Service, Bureau of Land Management (“BLM”), Fish and Wildlife Service, Mine Safety and Health Administration, and other federal agencies, and legislation such as the Federal Clean Water Act, Clean Air Act, National Environmental Policy Act, Endangered Species Act, and Comprehensive Environmental Response, Compensation, and Liability Act, have a direct bearing on U.S. exploration and mining operations within the United States. These regulations will make the process for preparing and obtaining approval of a plan of operations much more time-consuming, expensive, and uncertain. Plans of operation will be required to include detailed baseline environmental information and address how detailed reclamation performance standards will be met. In addition, all activities for which plans of operation are required will be subject to review by the BLM, which must make a finding that the conditions, practices or activities do not cause substantial irreparable harm to significant scientific, cultural, or environmental resource values that cannot be effectively mitigated.

U.S. federal initiatives are often administered and enforced through state agencies operating under parallel state statutes and regulations. Although some mines continue to be approved in the United States, the process is increasingly cumbersome, time-consuming, and expensive, and the cost and uncertainty associated with the permitting process could have a material effect on exploring and mining our properties. Compliance with statutory environmental quality requirements described above may require significant capital investments, significantly affect our earning power, or cause material changes in our intended activities. Environmental standards imposed by federal, state, or local governments may be changed or become more stringent in the future, which could materially and adversely affect our proposed activities. As a result of these matters, our operations could be suspended or cease entirely.



24



TABLE OF CO NTENTS



At this time, our Chandalar property does not include any federal lands and therefore we do not file plans of operations with the BLM. However, we are subject to obtaining watercourse diversion permits from the U.S. Army Corp of Engineers.

Land reclamation requirements for our properties may be burdensome and expensive.


Although variable depending on location and the governing authority, land reclamation requirements are generally imposed on mineral exploration companies (as well as companies with mining operations) in order to minimize long term effects of land disturbance.

Reclamation may include requirements to:

·

control dispersion of potentially deleterious effluents; and

·

reasonably re-establish pre-disturbance land forms and vegetation.

In order to carry out reclamation obligations imposed on us in connection with our potential development activities, we must allocate financial resources that might otherwise be spent on further exploration and development programs. We plan to set up a provision for our reclamation obligations on our properties, as appropriate, but this provision may not be adequate. If we are required to carry out unanticipated reclamation work, our financial position could be adversely affected.


Future legislation and administrative changes to the mining laws could prevent us from exploring and operating our properties.


New local, state and U.S. federal laws and regulations, amendments to existing laws and regulations, administrative interpretation of existing laws and regulations, or more stringent enforcement of existing laws and regulations, could have a material adverse impact on our ability to conduct exploration and mining activities. Any change in the regulatory structure making it more expensive to engage in mining activities could cause us to cease operations. We are at this time unaware of any proposed Alaska state or U.S. federal laws and regulations that would have an adverse impact on the future of our Alaska mining properties.


Regulations and pending legislation governing issues involving climate change could result in increased operating costs, which could have a material adverse effect on our business.


A number of governments or governmental bodies have introduced or are contemplating regulatory changes in response to various climate change interest groups and the potential impact of climate change. Legislation and increased regulation regarding climate change could impose significant costs on us, our venture partners and our suppliers, including costs related to increased energy requirements, capital equipment, environmental monitoring and reporting and other costs to comply with such regulations. Any adopted future climate change regulations could also negatively impact our ability to compete with companies situated in areas not subject to such limitations. Given the political significance and uncertainty around the impact of climate change and how it should be dealt with, we cannot predict how legislation and regulation will affect our financial condition, operating performance and ability to compete. Furthermore, even without such regulation, increased awareness and any adverse publicity in the global marketplace about potential impacts on climate change by us or other companies in our industry could harm our reputation. The potential physical impacts of climate change on our operations are highly uncertain, and would be particular to the geographic circumstances in areas in which we operate. These may include changes in rainfall and storm patterns and intensities, water shortages, changing sea levels and changing temperatures. These impacts may adversely impact the cost, production and financial performance of our operations.


We do not insure against all risks.


Our insurance policies will not cover all the potential risks associated with our operations. We may also be unable to maintain insurance coverage to cover these risks at economically feasible premiums. Insurance coverage may not continue to be available or may not be adequate to cover any resulting liability. Moreover, insurances against risks such as environmental pollution or other hazards as a result of exploration and production are not generally available to us or to other companies in the mining industry on acceptable terms. We might also become subject to liability for



25



TABLE OF CO NTENTS



pollution or other hazards for which we may not be insured against or for which we may elect not to insure against because of premium costs or other reasons. Losses from these events may cause us to incur significant costs that could have a material adverse effect upon our financial condition and results of operations.


We compete with larger, better capitalized competitors in the mining industry.


The mining industry is acutely competitive in all of its phases. We face strong competition from other mining companies in connection with the acquisition of exploration stage properties, or properties capable of producing precious metals. Many of these companies have greater financial resources, operational experience and technical capabilities than us. As a result of this competition, we may be unable to maintain or acquire attractive mining properties on terms we consider acceptable or at all. Consequently, our revenues, operations and financial condition and possible future revenues could be materially adversely affected by actions by our competitors. At our property at Chandalar, Alaska, we face no other competitors at this time.


We are dependent on our key personnel.


Our success depends in a large part on our key executives: William Schara, our President and CEO, and Ted Sharp, our Corporate Secretary and CFO. The loss of their services could have a material adverse effect on us. Mr. Sharp is a licensed Certified Public Accountant and an independent contractor, with business management and consulting interests that are independent of the consulting agreement he currently has in place with the Company—he is not an employee of the Company.

At such time as we again undertake mineral exploration activities, we will need to fill positions such as Vice President of Exploration, Vice President of Operations and Chandalar Project Manager with persons possessing requisite skills. Our ability to manage our mineral exploration activities at our Chandalar gold property or other locations where we may acquire mineral interests will depend in large part on the efforts of these individuals. We may face competition for qualified personnel, and we may not be able to attract and retain such personnel.

Certain of our executive officers do not dedicate 100% of their time on our business.


William V. Schara, our CEO, devotes 100% of his time to company business. Ted Sharp, our CFO, provides services under a consulting arrangement, which permits him to provide services to other companies. Mr. Sharp dedicates approximately 40% of his business time to Goldrich, and currently provides consulting services to a variety of small business clients, which may detract from the time Mr. Sharp can spend on our business. Mr. Sharp often conducts business remotely by internet communication. In the event of a failure of laptop or telecommunications, or at times of internet connection disruption, Mr. Sharp’s ability to communicate with other company personnel or conduct company transactions may be obstructed.


Our officers and directors may have potential conflicts of interest due to their responsibilities with other entities.


The officers and directors of the Company serve as officers and/or directors of other companies in the mining industry, which may create situations where the interests of the director or officer may become conflicted. The consulting arrangement of Mr. Sharp allows him to provide services to other companies. The companies to which Mr. Sharp provides services may be potential competitors with the Company at some point in the future. The directors and officers owe the Company fiduciary duties with respect to any current or future conflicts of interest.


Market events and conditions, including disruptions in the U.S. and international credit markets and other financial systems and the deterioration of the U.S. and global economic conditions, could, among other things, impede access to capital or increase the cost of capital, which would have an adverse effect on our ability to fund our working capital and other capital requirements.


Beginning in late 2007, the U.S. credit markets began to experience serious disruption due to a deterioration in residential property values, defaults and delinquencies in the residential mortgage market (particularly, subprime and non-prime mortgages) and a decline in the credit quality of mortgage backed securities. These problems led to a slow-down in residential housing market transactions, declining housing prices, delinquencies in non-mortgage consumer



26



TABLE OF CO NTENTS



credit and a general decline in consumer confidence. These conditions caused a loss of confidence in the broader U.S. and global credit and financial markets, resulting in the collapse of, and government intervention in, major banks, financial institutions and insurers and created a climate of greater volatility, less liquidity, widening of credit spreads, a lack of price transparency, increased credit losses and tighter credit conditions. Notwithstanding various actions by the U.S. and foreign governments, concerns about the general condition of the capital markets, financial instruments, banks, investment banks, insurers and other financial institutions caused the broader credit markets to further deteriorate and stock markets to decline substantially. In addition, general economic indicators have deteriorated, including declining consumer sentiment, increased unemployment and declining economic growth and uncertainty about corporate earnings.


These unprecedented disruptions in the current credit and financial markets have had and continue to have a significant material adverse impact on a number of financial institutions and have limited access to capital and credit for many companies. These disruptions could, among other things, make it more difficult for us to obtain, or increase our cost of obtaining, capital and financing for our operations. Our access to additional capital may not be available on terms acceptable to us or at all.


The market for our common shares has been volatile in the past, and may be subject to fluctuations in the future.


The market price of our common stock has ranged from a high of $0.12 and a low of $0.045 during the twelve-month period ended December 31, 2013. The market price for our common stock closed at $0.058 on December 31, 2013, the last trading day of 2013. The market price of our common stock may fluctuate significantly from its current level. The market price of our common stock may be subject to wide fluctuations in response to quarterly variations in operating results, announcements of technological innovations or new products by us or our competitors, changes in financial estimates by securities analysts, or other events or factors. In addition, the financial markets have experienced significant price and volume fluctuations for a number of reasons, including the failure of the operating results of certain companies to meet market expectations that have particularly affected the market prices of equity securities of many exploration stage companies that have often been unrelated to the operating performance of such companies. These broad market fluctuations, or any industry-specific market fluctuations, may adversely affect the market price of our common stock. In the past, following periods of volatility in the market price of a company’s securities, class action securities litigation has been instituted against such a company. Such litigation, whether with or without merit, could result in substantial costs and a diversion of management’s attention and resources, which would have a material adverse effect on our business, operating results and financial condition.


We have convertible securities outstanding, which if fully exercised could require us to issue a significant number of shares of our common stock and result in substantial dilution to existing shareholders.


As of December 31, 2013, we had 95,656,719 shares of common stock issued and outstanding. We may be required to issue the following shares of common stock upon exercise of options and warrants or conversion of convertible securities:


3,315,000 shares of common stock issuable upon exercise of vested options outstanding as of December 31, 2013;

1,050,000 shares of common stock issuable upon conversion of preferred shares outstanding as of December 31, 2013; and

33,849,630 shares of common stock issuable upon exercise of warrants outstanding as of December 31, 2013.


If these convertible and exercisable securities are fully converted or exercised, we would issue an additional 38,214,630 shares of common stock, and our issued and outstanding share capital would increase to 133,871,349 shares. The convertible securities are likely to be exercised or converted at the time when the market price of our common stock exceeds the conversion or exercise price of the convertible securities. Holders of such securities are likely to sell the common stock upon conversion, which could cause our share price to decline.


Broker-dealers may be discouraged from effecting transactions in our common stock because they are considered a penny stock and are subject to the penny stock rules.




27



TABLE OF CO NTENTS



Rules 15g-1 through 15g-9 promulgated under the United State Securities and Exchange Act of 1934, as amended (the “Exchange Act”) impose sales practice and disclosure requirements on certain brokers-dealers who engage in certain transactions involving a “penny stock.” Subject to certain exceptions, a penny stock generally includes any non-NASDAQ equity security that has a market price of less than $5.00 per share. The market price of our common stock on the FINRA OTCBB during the twelve-month period ended December 31, 2013, ranged between a high of $0.12 and a low of $0.045, and our common stock is deemed penny stock for the purposes of the Exchange Act. The additional sales practice and disclosure requirements imposed upon brokers-dealers may discourage broker-dealers from effecting transactions in our common stock, which could severely limit the market liquidity of the stock and impede the sale of our stock in the secondary market.


A broker-dealer selling penny stock to anyone other than an established customer or “accredited investor,” generally, an individual with net worth in excess of $1,000,000 or an annual income exceeding $200,000, or $300,000 together with his or her spouse, must make a special suitability determination for the purchaser and must receive the purchaser’s written consent to the transaction prior to sale, unless the broker-dealer or the transaction is otherwise exempt. In addition, the penny stock regulations require the broker-dealer to deliver, prior to any transaction involving a penny stock, a disclosure schedule prepared by the United States Securities and Exchange Commission relating to the penny stock market, unless the broker-dealer or the transaction is otherwise exempt. A broker-dealer is also required to disclose commissions payable to the broker-dealer and the registered representative and current quotations for the securities. Finally, a broker-dealer is required to send monthly statements disclosing recent price information with respect to the penny stock held in a customer’s account and information with respect to the limited market in penny stocks.


In the event that your investment in our shares is for the purpose of deriving dividend income or in expectation of an increase in market price of our shares from the declaration and payment of dividends, your investment will be compromised because we do not intend to pay dividends, except as required by the terms of the Series A Convertible Preferred Shares.


We have never paid a dividend to our shareholders, and we intend to retain our cash for the continued growth of our business. We do not intend to pay cash dividends on our common stock in the foreseeable future. As a result, your return on investment will be solely determined by your ability to sell your shares in a secondary market. The terms of the Series A Convertible Preferred Shares require payment of a dividend to the holders at the time they convert their shares; however, this dividend can and likely will be paid in the form of additional shares of common stock sufficient to satisfy the dividend provision.



ITEM 1B. UNRESOLVED STAFF COMMENTS


Not applicable.


ITEM 2.  PROPERTIES


Chandalar Property, Alaska

The Chandalar gold property is currently our only mineral property. It is an exploration stage property. We were attracted to the Chandalar district because of its similarities to productive mining districts, its past positive exploration results, and the opportunity to control multiple attractive gold quartz-vein prospects and adjacent unexplored target areas for large sediment hosted disseminated gold deposits. The gold potential of the Chandalar district is enhanced by similarities to important North American mesothermal gold deposits, a common attribute being a tendency for the mineralization to continue for up to a mile or more at depth, barring structural offset. We believe that our dominant land control eliminates the risk of a potential competitor finding ore deposits located within adjacent claims. Summarily, the scale, number and frequency of the Chandalar district gold-bearing exposures and geochemical anomalies compare favorably to similar attributes of productive mining districts.




28



TABLE OF CO NTENTS



Going forward, our primary focus is development of our hard-rock (lode) exploration targets at Chandalar. Subject to sufficient financing, we plan an aggressive diamond-core drilling program on the hard-rock exploration targets which are believed to be the sources of the alluvial gold. The plan calls for about 40 to 45 drill holes totaling about 20,000 feet. Drill hole depths would range from 300 to 700 feet, and the holes would be spread along a five-mile-long mineralized trend that our geological work has identified. The drilling targets are embodied in concepts developed from the technical data that point to the discovery potential for huge, low-grade orogenic gold deposits.


[GRMC10K2013V3002.GIF]

Map 1 – Location of the Chandalar, Alaska Mining District

The Chandalar mineralization can best be classified as orogenic owing to the finely disseminated nature of the gold, close association with sulfides and deposition within an original bedded organic rich (carbon) sedimentary host (Mikado phyllite). The phyllite is highly deformed as a result of tectonic processes. The original sedimentary rocks have been successively altered by multiple phases of metamorphic and hydrothermal alteration which has remobilized gold within the original carbonaceous sediments and into axial fold structures, faults and quartz veins above and peripheral to them.


Location, Access & Geography of Chandalar


Our Chandalar property essentially envelops the entire historic Chandalar mining district, and lies approximately 70 miles north of the Arctic Circle at a latitude of about 67°30’. It is about 190 air miles north of Fairbanks, Alaska and 48 air miles east-northeast of the town of Coldfoot (Map 1). Access to our Chandalar Squaw Lake mining camp and nearby Little Squaw Creek Gold Mine is either by aircraft from Fairbanks, or overland during the winter season via a 100-mile-long ice road from Coldfoot through the community of Chandalar Lake to Squaw Lake.



29



TABLE OF CO NTENTS




[GRMC10K2013V3004.GIF]

Map 3 – Chandalar Mining Claim Block


Geographically, our Chandalar property is situated in rugged terrain just within the south flank of the Brooks Range where elevations range from 1,900 feet in the lower valleys to just over 5,000 feet on the surrounding mountain peaks. The region has undergone glaciation due to multiple ice advances originating from the north and, while no glacial ice remains, the surficial land features of the area reflect abundant evidence of past glaciation.


The property is characterized by deeply incised creek valleys that are actively down-cutting the terrain. The steep hill slopes are shingled with frost-fractured slabby slide rock, which is the product of arctic climate mass wasting and erosion. Consequently, bedrock exposure is mostly limited to ridge crests and a few locations in creek bottoms. Vegetation is limited to the peripheral areas at lower elevations where there are relatively continuous spruce forests in the larger river valleys. The higher elevations are characterized by arctic tundra.


Snow melt generally occurs toward the end of May, followed by an intensive, though short, 90-day growing season with 24 hours of daylight and daytime temperatures that range from 60 to 80° Fahrenheit. Freezing temperatures return in late August and freeze-up typically occurs by early October. Winter temperatures, particularly in the lower elevations, can drop to -50° F or colder for extended periods. Annual precipitation is 15 to 20 inches, coming mostly in late summer as rain and during the first half of the winter as snow. Winter snow accumulations are modest. The area is essentially an arctic desert.





30



TABLE OF CO NTENTS



Chandalar Mining Claims


We have a block of contiguous mining claims at Chandalar that cover a net area of about 22,858 acres (approximately 35.7 square miles) (Map 3), and which are maintained by us specifically for the exploration and possible exploitation of placer and lode gold deposits. The mining claims were located to secure most of the known gold bearing zones occurring within an area approximately five miles by eight miles. Within the claim block, we own in fee simple 426.5 acres as twenty-one federal lode claims, one patented federal placer claim, and one patented federal mill site. The 23 federal patented claims cover the most important of the known gold-bearing structures. In addition, there are 197 Traditional and MTRSC 40-acre State of Alaska. The 197 Traditional and MTRSC state mining claims provide exploration and mining rights to both lode and placer mineral deposits on an additional 22,432 acres of unpatented claims. Unlike federal mining claims, State of Alaska mining claims cannot be patented, but the locator has the exclusive right of possession and extraction of the minerals in or on the claim.


Chandalar Geology and Mineralization


Refer to Maps 4 and 5 for graphic representation of both the hard-rock prospects and alluvial fans on which we are focusing varying degrees of exploration effort, as determined by exploration activities already completed in prior years.


Chandalar Exploration Programs and Mining Activities


We maintain an extensive file of the prospecting and exploration of the Chandalar Mining district, cataloging documents dated as early as 1904. Most of the previous work was by mining companies and individuals who were focused on mining the gold placers and quartz veins but who conducted little organized geologically based exploration. Even less attention was given beyond existing vein exposures. There is no reliable accounting of the exploration expenditures over the entire hundred-year period; however, since we (new management) acquired the Company in 2003, approximately $18.7 million of qualifying assessment work has been accomplished (excludes infrastructure, capital equipment, transport cost, and office support). In addition to work performed in the 2011 field season noted below, we completed two drill programs, a 7,763-foot reverse circulation, 39-hole reconnaissance-level lode exploration drill program in 2006 and a 15,304-foot, 107-hole reverse circulation placer evaluation drill program in 2007. We also accomplished local mapping of about 40 identified prospect areas; collection and geochemical analyses of approximately 1,400 soil, 1,400 rock, 70 stream sediment and 11 water samples, and preparation of anomaly maps; a trenching program of 45 trenches consisting of 5,937 feet, of which 4,954 feet was exposed bedrock, and collection of about 550 trench-wall channel samples; ground magnetometer survey grids of 15 prospect areas, and survey lines totaling 28 miles. We have collected and assayed a total of 3,431 surface samples at Chandalar. In addition, approximately 4,500 drill samples have been analyzed.


The Chandalar district has a history of prior production, but there has been no significant recurrent production over the years. Our 2007 exploration work discovered and partially drilled out a large placer gold deposit in the Little Squaw Creek drainage. In 2009, we opened the Little Squaw Creek Gold Mine as a test project. Favorable results led to the expansion of the mine in 2010. Total production from 2009 to 2013 was approximately 2,702 ounces of fine gold. This deposit is geologically characterized as an aggradational placer gold deposit. It is unusual in the sense that it is the only such known alluvial, or placer, gold deposit in Alaska, although many exist in Siberia. Our discovery contrasts to others in Alaska that are commonly known as bedrock placer gold deposits. Aggradational alluvial gold deposits contain gold particles disseminated through thick sections of unconsolidated stream gravels in contrast to bedrock placer deposits where thin but rich gold-bearing gravel pay streaks rest directly on bedrock surfaces. Aggradational placer gold deposits are generally more uniform and thus more conducive to bulk mining techniques incorporating economies of scale. This contrasts with bedrock placer gold deposits where gold distribution tends to be erratic and highly variable. The plan view of our discovery is somewhat funnel-shaped, and as such has been divided into two distinct geomorphological zones: a Gulch, or narrower channel portion, and a Fan, or broad alluvial apron portion.




31



TABLE OF CO NTENTS



[GRMC10K2013V3006.GIF]

Map 4 – Gold Prospects and Geologic Structure of Chandalar


The property currently does not contain any known proven or probable ore reserves under the definition of ore reserves within SEC Industry Guide 7. However, Mr. Barker, consulting geologist and Chandalar Project Technical Manager at the time, prepared an internal geologic report formatted to 43-101 standards in collaboration with J. O. Keener and R. B. Murray that covers the hard-rock and placer (or alluvial) gold programs at Chandalar through 2008. That geologic report is dated April 15, 2009 and, at the date of this Annual Report, has not been filed on SEDAR for review by the Canadian authorities. It presents the status of the Chandalar project and provides recommendations and budgets for moving the project forward. The most important specific recommendations of the report are:


1.

Continue the hard-rock trenching program, specifically on the St. Mary’s Pass, Aurora Gulch, Summit (including Bonanza), Pioneer, and Chiga prospects. A detailed program totaling 7,440 feet is recommended. (Budget- $131,325)

2.

Design a diamond-core drilling program based on trench results from 2007 and the trenching recommended above. Evaluate the tonnage potential at Mikado-St. Mary’s Pass, Aurora Gulch, Pioneer, and Summit prospects; the results will be the basis for future recommendations of mineralized material delineation drilling. Scout holes should be considered at the Rock Glacier, Ratchet, Pallasgreen, Chiga, Little Squaw west, and possible Northern Lights west extension prospects.

3.

Plan and execute laboratory and on-site bulk sample testing of vein-hosted mineralization zones to obtain repeatable estimates of gold grade where coarse gold grains are present.

4.

Continue exploration for potential bulk minable tonnage deposit(s) based on including lenses or ore shoots of gold-quartz veins with subparallel sheeted and stockwork quartz vein systems and metasediment-hosted disseminated gold mineralization.

5.

Expand the regional exploration program to include gold occurrences between Myrtle Creek on the west



32



TABLE OF CO NTENTS



and the Middle Fork of the Chandalar River on the east. Continue to evaluate the numerous outlying gold-quartz prospects and unevaluated shear zones throughout the district, particularly under the sediment cover in the north part of the district.

6.

Continue a mineralized material evaluation program and develop, as warranted, a placer gold mine capable of processing 400 cubic yards of gravel per hour and producing 15,000 to 30,000 oz of fine gold per year.

Phase 1: Mineralized material drilling of the Little Squaw Creek alluvial fan. (Budget - $985,600)

·

Determine the northern, eastern and western limits of placer mineralization in the paleo fan.

·

Formulate drill plans for a continuing, future placer exploration program based on seasonal logistical constraints limiting drilling to about 15,000 feet per year. Contingent on the results of the Phase 1 drilling, select the highest priority of Phase 2 options; 2-A (in-fill drilling on the Little Squaw Fan), 2-B (resource evaluation of the Little Squaw gulch), and 2-C (Resource drilling on Big Squaw and Spring Creeks).

Conduct seismic surveys, define the geomorphic classification of the Chandalar placer deposits in comparison to other deposits worldwide, assess marketability for coarse size fraction of placer gold, and present specific recommendations based on the 2007 drilling program.


[GRMC10K2013V3008.GIF]

Map 5 - Chandalar Exploratory Gold Deposit Drill Target with Proposed Drill Holes


2009 Test Mining


Our exploration activities of previous years defined a substantial alluvial gold deposit on Little Squaw Creek. The limits and magnitude of this body of mineralized material remain to be determined by continued drilling. An



33



TABLE OF CO NTENTS



independent registered professional mining engineer, Mr. Paul Martin, calculated it to be at least 10.5 million bank cubic yards containing 0.0246 ounces of fine gold per bank cubic yard, with an overburden to mineralized material stripping ratio of 0.89 to 1. The grade was subsequently adjusted to 0.0238 ounces of fine gold per bank cubic yard to account for a reduced gold fineness when a certified independent assay laboratory bias was discovered. We believe that with continued drilling, the mineralized body may ultimately prove to be twice this size at roughly the same grade.


Beginning with the 2009 placer gold test mining operation on Little Squaw Creek, we started to execute on the recommended plan in Mr. Barker’s April 15, 2009 technical report. Some exploration of the various other placer gold creeks on the Chandalar property took place. Prospecting work on the hard-rock gold deposit possibilities was also accomplished. That work led to some key understandings of the geology. The work also resulted in the generation of an internal Company memorandum by Mr. Barker proposing an exploratory diamond-core drill program of about 40 drill holes aggregating 20,000 feet. Map 5 shows the proposed lay out of the drilling, which is designed to test for large low-grade bulk mineable gold deposits. It would evaluate the degree of mineralization occurring as a large strata-bound unit nearly 5 miles in length, as explained in the report Interpretation of Exploratory Findings at Chandalar . We anticipate this proposed drilling plan would require a stand-alone (not integrated with the placer gold mine) budget of approximately $1.5 to $2.0 million dollars.


In this 2009 test mining operation, we accomplished a major step in assessing the economic potential of this mineralized body by completing a test mining operation on it. The major findings of the test mining are explained below under the section called “Results of Test Mining Operation” of our Form 10-K for the year ended December 31, 2009. Most importantly, we found that the mineralized material is a continuous but variably mineralized horizon. There are specific horizons within it that are up to 20 feet thick containing the richest gold grades. The mineralized material is about forty percent composed of gravel, cobbles and boulders set in a sixty percent matrix of fine silt. It is not frozen below twelve to fifteen feet of depth, but is nicely compacted and stands well when opened up. Because of the high silt content, the mineralized material, and the overburden as well, expands by over forty percent in volume when it is mined and converted into loose cubic yards. During 2009 mining test, we stripped approximately 40,000 bank cubic yards of waste material and processed about 9,875 bank cubic yards of gold bearing gravels through our wash plant. About 593.5 ounces of alluvial gold were recovered which, when smelted, yielded 497.5 ounces of fine gold.


The 2009 alluvial gold test mining operation successfully yielded valuable geological, mining and engineering data that lead us to the decision to ramp-up the project into gold extraction in the spring of 2010.


2010 Mining


During the winter of 2009/2010, we raised additional funds to ramp-up the Little Squaw Creek Gold Mine into extraction. The ramp-up process involved substantial infrastructure upgrades, including building a new 30-man mining camp located about two miles from the exploration camp that had been in use since 2004. Infrastructure and mining development at the Little Squaw Creek alluvial gold mine was initiated in late May 2010, with the first gold extraction being delivered to a smelter-refinery on July 15, 2010.


The 2010 gold extraction was limited by the lack of capital to get a second wash plant on line. The 2009 wash plant was re-modeled with improvements (primarily an enlarged hopper with a wet grizzly style in-feed) and put on line for the 2010 extraction. Unfortunately, the plant turned out to be capable of processing only about 29 bank cubic yards per hour on a consistent basis. Attempts at higher processing rates led to overloading the machine and frequent break downs. The plant ran for 1,094 hours, extracting at an average rate of about 1.45 ounces of fine gold per hour.


While there were no drill holes within 400 feet of the perimeter of the 2009 test pit, there was mineralized material exposed in three walls of the pit which encouraged management’s decision to expand the mine by following the mineralized material, using in-pit grade control, and mining material to the physical and economic extent possible. No estimate of metallurgical recovery balances can be made regarding the mined mineralized material in 2010 for lack of sufficient prior data about the gold content in the block of ground that was mined. The gold recovery performance of the plant was checked on a consistent basis by panning its tailings. No significant gold was ever found in the tailings, leading management to conclude that the wash plant, albeit undersized for the job, was working properly.




34



TABLE OF CO NTENTS



The mining operation ultimately involved stripping an estimated 131,000 bank cubic yards of waste material and the mining and processing of about 31,680 bank cubic yards of gold bearing gravels. During the 2010 extraction season, 1,503.323 ounces of fine gold and 259.356 ounces of silver were recovered at the refinery. Additionally, 24.1345 ounces of gold nuggets estimated to contain 19.2178 ounces of fine gold were extracted and either sold to jewelers or retained by the Company. Our gross precious metal sales in 2010 came to $1,904,124.


2011 Exploration Activities


Our 2011 hard-rock drilling plan was extrapolated from a 2007 exploration plan that was not undertaken previously due to financial limitations. Independent third party professionals analyzed the 2006 hard-rock rotary drill results and the surface exploration work performed in intervening years and recommended prioritized hard-rock drill targets for the 2011 exploration season. The 2011 exploration program included a diamond-core drilling exploration program on a series of hard-rock gold targets on our Chandalar claims. These targets contain numerous gold showings and we believe they are the source areas of the alluvial gold deposits in the creek drainages. We believe we have accumulated a body of knowledge on the Chandalar claims which points us toward significant areas of interest for discovery of very large tonnages of mineralization, and our drilling program has been designed to further qualify those targets for potential commercialization.


We completed our 2011 diamond core drilling campaign at Chandalar, Alaska along with a property-wide, grid-based soil sampling and a detailed airborne magnetometer survey. We completed a 25-hole, 4,404-meter (14,444-foot) exploratory program, using HQ size core, tested six prospect areas (see map below) located along a 4-km (2.5-mile) long northeast trending belt of gold showings. The drilling contractor completed the last hole on September 30, 2011.


The HQ diameter diamond drill holes were generally sampled using a five-foot sample length and overall core recovery averaged greater than 90%. Six quality control samples (one blank and five standards) were inserted into each batch of 120 samples. The drill core was sawn, with half sent to the ALS Minerals sample preparation in Fairbanks, Alaska, where the samples were prepared for assay and then sent to the ALS Minerals Lab in Sparks, Nevada for analyses. Gold was analyzed by fire assay and Atomic Absorption Spectrometry finish and a four acid sample digestion with Inductively Coupled Plasma Spectrometry method was used to analyze a full suite of elements. Samples were securely transported from the project site to the ALS Minerals preparation laboratory in Fairbanks via chartered aircraft hired by the Company.


Donald G. Strachan, Certified Professional Geologist and Goldrich’s contracted project manager for Chandalar, managed the drill program and confirmed that all procedures, protocols and methodologies used in the drill program conform to industry standards.


The results of this first diamond core exploration drilling on our Chandalar gold property have exposed what we believe is a wide-spread system of gold mineralization at intervals from surface to depths of up to 120 meters (about 400 feet). We also believe the mass of rock affected by the mineralizing system to be large, as more than 50 gold showings are scattered over about six square miles (fifteen square kilometers), only a fraction of which has yet been drill-tested. The drill cores contain a total of 56 mineralized intervals of 0.5 or greater grams per tonne gold (g/t Au) that average 2.3 meters (7.5 feet) in length and have a weighted average grade of 1.66 g/t Au (see table below). Gold-bearing intercepts were obtained in 72% of the holes, with many having multiple intercepts.


Drilling results draw us to focus on two prospects – Aurora and Rock Glacier – which we believe are geologically associated and related to the same controlling mineralizing features. Intercepts include:


·

1.5 meters (5.0 feet) at 6.57 g/t Au in Hole LS11-0063 on the Aurora prospect;

·

2.1 meters (7.0 feet) at 6.02 g/t Au in Hole LS11-0041 on Rock Glacier


A map and tables showing drill hole locations, drill depths, data and intercepts can be found in our annual reports filed with the SEC for 2011 and 2012.


These and other intercepts are associated with much longer core runs of strongly anomalous gold (> 0.10 g/t Au) between 4.3 meters (14 feet) and 21.3 meters (70 feet) in length. Also worth noting, while constructing a road to a



35



TABLE OF CO NTENTS



proposed drill site, we encountered two zones of shearing with sheeted and stockwork quartz veinlets, approximately 5 meters (16 feet) and 15 meters (49 feet) wide. These zones are located 135 meters vertically above and 200 meters southwest of Aurora drill holes #61 to #64. Representative continuous chip sampling of these zones yielded assays of 2.8 g/t gold and 2.1 g/t gold, respectively. We believe the mineralized Aurora drill hole intercepts may represent an extension of these zones and that additional drilling could extend these zones even further.


While the silver (Ag) values associated with these and most of the other gold intercepts are generally less than 2 g/t, unusually, native silver is observed in one core interval of 0.46 meters (1.5 feet) from 80.01 meters (262.5 feet) to 80.47 meters (264.0 feet) in Hole LS11-0042, which assays greater than 690 g/t Ag (> 20.1 oz/st Ag [st = short ton]) with only a trace of gold. A second curious silver rich interval occurs in Hole LS11-0040 for 2.1 meters (7.0 feet) from 23.47 meters (77.0 feet) to 25.60 meters (84.0 feet), which returned 397 g/t (11.6 oz/st Ag), again accompanied with only a trace of gold. We believe this silver mineralization may represent a separate mineralizing event within a large and complex precious metals bearing mineral system.


Chandalar’s wide-spread precious metal system is hosted by carbonaceous, pyrrhotite-arsenopyrite-pyrite bearing schist. Significantly, extensive intercepts of hydrothermal alteration manifested by massive chloritization and strong silicification of the schist are associated with the mineralization, and are often geochemically anomalous (> 0.05 g/t) in gold as well. The gold mineralization is believed to be mainly controlled by fractures and shears of various orientations within the schist. Mineralized intercepts have now been intersected by drilling over a vertical elevation difference of 550 meters (1,800 feet), with the lowest exposure being in the northeast at the Aurora prospect which is close to the Little Squaw alluvial gold deposit. The metamorphic strata hosting the gold are severely eroded at the higher elevations and either dip to the north or are down faulted, or both.


Additional core drilling is necessary to assess the continuity and extent of outcropping and any projection from the gold-mineralized intercepts as well as determine the limits of the mineralizing system. In addition to drilling, the 2011 Chandalar gold exploration program included a grid soil sampling survey consisting of 1,150 samples for multi-element analyses. All of these analytical results are pending.


The soil sampling, prioritized to first cover known mineralized trends, consisted of over 1,100 samples collected on a reconnaissance scale grid over approximately 65 percent of the 22,858-acre Chandalar property. In the airborne geophysical survey, approximately 750 line miles (1,246 line kilometers) were flown by an international geophysical contractor over the entire Chandalar property along flight lines 100 meters apart. Preliminary magnetic data reveals known mineralized structures with good clarity and, more importantly, identifies sharp new prospect-scale and district-scale anomalies and mineralized trends.


The 2011 exploration season was successful in significantly expanding our existing body of geological knowledge about our Chandalar property. The combination of core, soil and magnetic data is expected to provide a solid foundation for going forward with a thorough exploration and evaluation of the numerous gold occurrences on the property .


2012 and 2013 Exploration and Mining Preparation


Exploration: During the last several years, weak financial markets have been an important factor affecting the level of our exploration activities. We were unable to obtain sufficient finances for exploration programs in 2012 and 2013. In 2013, we did however do advanced petrographic studies on drill core from our 2011 drilling program and are currently studying their results. Due to the weak financial markets, focus was therefore put on our placer deposit, as described below in Joint Venture Agreement, where significant funds for mining preparations and extraction were available; however, our main focus in the future will continue to be the exploration of the hard-rock targets of our Chandalar property as funds become available.

Mining Preparation: In 2012, as described below in Joint Venture Agreement , we signed an agreement with NyacAU to form a joint venture for the purpose of mining the alluvial gold deposits within the bounds of our Chandalar property. Work completed in the 2012 work season included stockpiling topsoil for future mining reclamation, stripping of overburden, building a closed recirculating water pond system to minimize water usage and protect the environment, and constructing an alluvial gold recovery plant. In addition to gold recovery, the plant was designed to



36



TABLE OF CO NTENTS



produce and stockpile sand and washed gravel for upgrading and construction of roads, airstrip and other assets on site.

In 2013, Achievements included mobilization of drilling equipment and plant setup, approval of permits to expand mining operations, significant infrastructure improvements and commencement of commercial production (as defined in the joint venture agreement). Goldrich Nyac Placer, LLC (“GNP”) extracted approximately 680 ounces of gold before closing out the 2013 season after 330 hours of plant operation at an average processing rate of 125 loose cubic yards (“lcy”) per hour. Plant expansion is scheduled to be completed in stages through 2016, culminating in an increase from the current 125 lcy per hour to 600 lcy per hour. 600 lcy is estimated to roughly equal 400 bank cubic yards (“bcy”).

Interpretation of Exploratory Findings at Chandalar


A spatial relation between the Mikado phyllite unit and the gold placer on Little Squaw Creek is evident. The northeast plunge (about 14°NE) of the altered (+/- mineralized) phyllite unit beginning near the Summit Mine intercepts bedrock of the creek in the vicinity of the head of the placer deposit and continues northward, forming the bedrock below the creek and underlying the placer gold deposit. The placer gold deposit extends along the creek at least a mile to the north as confirmed by drilling. There is evidence that relatively small masses of Pleistocene age ice high in the valley had selectively gouged highly altered zones of the phyllite unit, which the ice followed as a path of least resistance (i.e. the altered phyllite), to an apparent terminal moraine site immediately upstream of the open pit of our Little Squaw Creek Gold Mine. Auriferous stream sediments have since been re-worked into placer deposits perched in thick sequences of glaciofluvial sediments.


The Little Squaw Creek placer, in addition to being a significant gold deposit, is also a substantial geochemical anomaly that indicates the existence of a substantial lode source(s). In 2007, we conducted a reverse circulation drill program on the placer that identified about 10.5 million cubic yards of mineralized material. The placer gold deposit is open to the north and west, and gravel bench deposits remain unevaluated on the east, thereby suggesting to us a reasonable alluvial resource discovery potential of one-half million ounces of fine gold. The placer gold deposit represents only the coarser fraction of the original in-situ resource in the portion of the lode source that has been eroded to generate it.


Diamond-core drilling during the 2011 mining season was conducted to evaluate the degree of mineralization occurring as a large, folded strata-bound rock unit over five miles in length. The drill program explored the correlation of the overlying magnetic schist and quartz muscovite chlorite schist, locally hematite-spotted, to the underlying Mikado phyllite and possible mineralization, as well as to the orogenic gold-quartz veins that rise through it. We postulate that feeder zones through which ore-forming fluids rose are associated with dilation zones developed by periodic differential off-set movement between the deep-seated NE and WNW fault zones. Also, multitudes of tension microfractures along the axis of the fold are thought to be variously mineralized with gold. These zones represent primary targets for drilling. Map 5 depicts the core drilling targets zone.


Joint Venture Agreement

In 2012, we entered into a joint-venture with NyacAU, to bring Goldrich’s Chandalar placer gold properties in Alaska into production. In each case as used herein in reference to the JV, “production” is as defined by the JV agreement. All costs up to commercial production, are required to be funded by NyacAU and will be paid back from cash flow from gold production.


As part of the agreement, we formed a 50:50 joint venture company with NyacAU called Goldrich NyacAU Placer LLC, to operate the Chandalar placer deposits, 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 JV agreement covers production from all placer deposits 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.





37



TABLE OF CO NTENTS



A summary of funding provided by NyacAU through December 31, 2013 is as follows:


 Loan from NyacAU to Joint Venture with Interest at 0.25% (1)

$11,500,000

 

 

Equipment

 

    Capital Expenditures for Equipment of NyacAU affiliate

 3,600,000

    Purchase Equipment from Goldrich by NyacAU affiliate (2)

 900,000

         Total Capital Expenditures for Equipment of NyacAU affiliate (3)

 4,500,000

 

 

Loan to GNP to Purchase 2% Royalty Interest (4)

 250,000

 

 

Equity Financing - Purchase of Goldrich Common Stock (Received during the nine- month period ended September 30, 2012) (5)

350,000



(1)

Total development expenditures by GNP were approximately $13.7 million, of which NyacAU had funded $11.5 million as of December 31, 2013. The loan is effectively a non-interest bearing loan.

(2)

In the fourth quarter of 2012, we entered into an agreement to sell certain equipment to a leasing company owned by the owner of NyacAU, under which equipment with a net book value of $1,130,593 was sold to the leasing company for $878,943, net of $21,057 discounts, for implicit interest at 7% on the note. The note required monthly principal payments of $47,438, with the balance of the note due in July 2013. We recognized a loss on the sale of this equipment of $251,717. Additionally, the purchaser assumed equipment notes totaling $276,020 secured by the equipment. We received $291,913 cash during the year ended December 31, 2012, leaving a net receivable of $324,476 due at December 31, 2012.  During the nine-months ended September 30, 2013, the Company received the remaining $324,476.

(3)

GNP leases the equipment from the leasing company in (2) above, an affiliate of NyacAU. The lease rate for the equipment is basically calculated using the depreciated book value for accounting purposes as of December 31, 2011, or the purchase date of each piece of equipment if later, plus a 15% annual return, amortized over a five-year term.  At the conclusion of the lease, GNP has the option to purchase the equipment by paying an amount equal to 10% of the purchase price.

(4)

NyacAU had the option to lend the JV $250,000 to purchase an existing 2% royalty agreement 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 the royalty at any time. The royalty would be extinguished upon payback of the loan or purchase by Goldrich. The JV exercised the option to purchase the royalty on August 13, 2012, and the 2% royalty was purchased for the contracted $250,000, funded by the loan from NyacAU.

(5)

As part of his service agreement, the manager of NyacAU was granted 300,000 five-year stock options at an exercise price of $0.20 per share from Goldrich’s employee stock incentive program. The options were issued during the quarter ended June 30, 2012, with the $54,300 fair value of the options accounted for as an increase in our investment in the joint venture.


The timing of repayment of the amount to be paid back from production will be affected by timing of gold production by the joint venture. The JV will commence payments to NyacAU as soon as production begins.


Our primary exploration asset is the hard-rock exploration target at Chandalar and the terms of the Agreement ensure we will retain access to all of its properties for exploration purposes. The JV entered into a lease of 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.







38



TABLE OF CO NTENTS




ITEM 3.  LEGAL PROCEEDINGS


We are subject to legal proceedings and claims which arise from time to time. These can include, but are not limited to, legal proceedings and/or claims pertaining to environmental or safety matters. There are no pending legal proceedings in which the Company is a party or any of their respective properties is subject, with the exception of the following.

Since 2008, we have been involved in legal proceedings as the plaintiff with a single party, Delmer and Gail Ackels and their company Gold Dust Mines, Inc. The principal legal proceeding has been ruled in our favor by a trial court, appealed by the defendant to appellate courts and again ruled in our favor by the appellate courts. At this time, we believe all significant matters have been concluded, including rulings on legal fees, to a favorable outcome in each point of the matters.

There are no pending legal proceedings to which any director, officer or affiliate of the Company, any owner of record or beneficiary of more than 5% of the common stock of the Company, or any security holder of the Company is a party adverse to the Company or has a material interest adverse to the Company.



ITEM 4. MINE SAFETY DISCLOSURES


The information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K is included in exhibit 95.1 to this Annual Report.



39



TABLE OF CO NTENTS



PART II


ITEM 5.  MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES


Our common stock is quoted on the Over the Counter (OTC) Bulletin Board which is sponsored by the Financial Industry Regulatory Authority (FINRA). The OTC Bulletin Board is a network of security dealers who buy and sell stock. The dealers are connected by a computer network which provides information on current “bids” and “asks” as well as volume information. The OTC Bulletin Board is not considered a “national exchange.”

Our common stock is quoted on the FINRA OTC Bulletin Board under the symbol “GRMC”. The following table shows the high and low bid information for the common stock for each quarter of the fiscal years 2013 and 2012.


Fiscal Year

High Closing

Low Closing

2012

 

 

First Quarter

$0.17

$0.12

Second Quarter

$0.18

$0.11

Third Quarter

$0.15

$0.08

Fourth Quarter

$0.11

$0.07

 

 

 

2013

 

 

First Quarter

$0.12

$0.08

Second Quarter

$0.10

$0.07

Third Quarter

$0.09

$0.06

Fourth Quarter

$0.09

$0.05


The above quotations reflect inter-dealer prices, without retail mark-up, markdown or commission and may not necessarily represent actual transactions. The closing price for our common stock on the FINRA OTCBB was $0.058 on December 31, 2013, the last trading day of 2013. Goldrich intends to seek a listing of its shares on a recognized stock exchange in Canada, but has not yet filed application to do so as of the date of this Annual Report.

Holders of Record

As of March 28, 2014 there were 2,903 shareholders of record of our common stock and an unknown number of additional shareholders whose shares are held through brokerage firms or other institutions.

Dividends

We have not paid any dividends and do not anticipate the payment of dividends on our common stock in the foreseeable future. Our Series A Convertible Preferred Stock (the “Series A Preferred Stock”) earns dividends as follows:

·

Dividend Rate: The holders of Series A Preferred Stock shall be entitled to receive, when and as declared by the Board, yearly cumulative dividends from our surplus or net profits of the Company at an effective rate of 5% per annum, of the original Series A Preferred Stock purchase price of $1.00 per share. The Series A dividend shall accrue ratably from the date of issuance of the Series A Preferred Stock through the entire period in which shares of Series A Preferred Stock are held and shall be payable to the holder of the Series A Preferred Stock on the conversion date of the Series A Preferred Stock or as may be declared by the Board, with proper adjustment for any dividend period which is less than a full year.

o

Preferential and Cumulative. The Series A Dividends shall be payable before any dividends will be paid upon, or set apart for, our common stock and will be cumulative, so that any dividends not paid or set apart for payment for the Series A Preferred Stock, will be fully paid and set apart for payment, before any dividends will be paid upon, or set apart for, the common stock of the Company.



40



TABLE OF CO NTENTS



·

Payment of Dividend: If we shall have sufficient earnings to pay a dividend on the Series A Preferred Stock, upon declaration of any dividend by our Board of Directors in compliance with the Alaska Code and our Articles of Incorporation and Bylaws, the holder of Series A Preferred Stock may elect to receive payment of Series A dividend on a dividend payment date in cash, or provisionally in gold. Payment of Series A dividends in gold shall be paid only if we are producing gold in sufficient quantities as of the dividend payment date to pay such in-kind dividend and shall be delivered in the form of gold produced from our Chandalar property. We have total dividends in arrears of $68,031 as of December 31, 2013. Total dividends of $22,083 were declared and payable as a result of conversion of preferred stock during 2011.

We issued Series A Preferred Stock to two U.S. Persons (as defined in Regulation S of the Securities Act of 1933, as amended (the “Securities Act”)) who are accredited investors, relying on the exemptions from registration provided by Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D of the Securities Act. We issued Series A Preferred Stock to one person who is an “accredited investor” and not a U.S. Person, relying on the exception from the Securities Act registration requirements available under Regulation S of the Securities Act.

Securities Authorized for Issuance under Equity Compensation Plans

A vote of shareholders at our Shareholder Meeting held on November 26, 2013 authorized an increase in the total shares in the Restated 2008 Equity Incentive Plan (the “Plan”) to a total of 10% of the outstanding common shares, or 9,550,672 shares. During 2013, we issued 175,000 options to purchase shares of our Company’s common stock under the Plan. At December 31, 2013, we have the following options outstanding and available for issuance:


Plan Category

Number of securities to be issued upon exercise of outstanding options, warrants and rights

(a)

Weighted average exercise price of outstanding options, warrants and rights

(b)

Number of securities remaining available for future issuance

(c)

Equity compensation plans approved by security holders

3,315,000

$0.28

4,660,672

Equity compensation plans not approved by security holders

0

0

0

Total

3,315,000

$0.28

4,660,672


The Plan permits the grant of: (i) incentive stock options; (ii) nonqualified stock options; (iii) restricted stock or restricted stock units; and (iv) stock appreciation rights. The Board of Directors administers the Plan and has the authority to interpret the Plan and the awards granted under the Plan and establish rules and regulations for the administration of the Plan. The Compensation Committee of the Board of Directors makes recommendations to the Board regarding the administration of the 2008 Plan.

Unless otherwise provided in the applicable award agreement or any severance agreement, vested awards are granted under the 2008 Plan will expire, terminate, or otherwise be forfeited as follows:


·

Ninety (90) days after the date of termination of a participant’s continuous status as a participant, other than in the circumstances described below;

·

Immediately upon termination of a participant’s continuous status as a participant for cause as defined in a Company subplan or award agreement;

·

Twelve (12) months after the date on which a participant ceased performing services as a result of his or her Disability (as defined in the Plan); and

·

Twelve (12) months after the death of a participant who was a participant whose continues status as a participant terminated as a result of their death.


Issuer Purchase of Equity Securities

We did not repurchase any of our securities during our fourth quarter ended December 31, 2013.



41



TABLE OF CO NTENTS



Sale of Unregistered Securities

There were no sales of unregistered securities during the period covered by this Annual Report that were not previously disclosed in a quarterly report on Form 10-Q or a current report on Form 8-K.

ITEM 6.  SELECTED FINANCIAL DATA


Not applicable.


ITEM 7.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


You should read the following discussion and analysis of our financial condition and results of operations together with our financial statements and related notes appearing elsewhere in this Annual Report on Form 10-K. This discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including, but not limited to, those set forth under “Risk Factors” and elsewhere in this Annual Report.


General

Overview

Our Chandalar, Alaska gold mining property has seen over a hundred years of intermittent mining exploration and extraction history. There has been small production of gold from several alluvial, or placer gold streams, and from an array of small quartz veins that dot the property. However, only in very recent times is the primary source of the gold becoming evident. As a result of our exploration we have discovered gold disseminated in schist and in prolific micro-fractures within schist in many places and have defined a drilling target for a stratabound gold deposit at Chandalar. Our targeted drilling area is approximately 1,800 feet wide and over five miles long, where it ends under the Little Squaw Creek alluvial gold deposit. We believe that the erosion of this schist is the source of the alluvial gold in Little Squaw Creek and all of the other creeks in the Chandalar district.  Worldwide, this type of deposit is large by its very nature. It is typically low grade but capable of containing millions of ounces of extractable gold. Our main focus continues to be the exploration of this hard-rock target; however, weak financial markets prevented us from obtaining funds for any significant exploration in 2012 and 2013. It appears financial markets may be improving but there is no certainty we will receive funds for exploration in 2014.

Because of the weak financial markets suffered by the mining industry in recent years, we endeavored to develop our placer properties as a source of internal cash to protect us from future market fluctuations and to provide funds for future exploration. In 2012, Goldrich and NyacAU LLC (“NyacAU”) formed Goldrich NyacAU Placer LLC (“GNP”), a 50/50 joint-venture company, managed by NyacAU, to mine Goldrich’s various placer properties at Chandalar. As of 2013, total mining preparation expenditures by GNP were approximately $13.7 million and mining preparation expenditures for 2014 are estimated to be $4.5 million. Mining preparation has been delayed due to permitting, some technical problems, financial restrictions and equipment procurement delays, but it appears total mine preparation expenditures to complete the mine will be comparable to total costs, adjusted for inflation, as estimated in our 2009 preliminary assessment study for a similar mine plan. All mining permits have been received, and except for certain equipment that is on order and is being constructed outside of Alaska, the expanded plant is expected to be completed in 2014 with extraction targeted to begin in June 2015. Gold extraction will be approximately from mid-June to mid-September of each year. All costs up to commercial production (as defined in the joint venture agreement) are required to be funded by NyacAU and will be paid back from cash flow from gold production (as defined in the joint venture agreement).






42



TABLE OF CO NTENTS



2014 Exploration Plans

In 2013, we completed advanced petrographic studies at the University of Washington.  The sampled veins bear strong textural resemblance to pegmatite veins usually associated with magmatic sources.  We are still studying the results of these studies, but there is evidence of the possibility that Chandalar lode mineralization derives from intrusive sources. This could have important implications for exploration strategies and could refine the mesothermal-metamorphic-orogenic vein model on which we have historically based our understanding of Chandalar.  In 2014, subject to financing and field conditions, we would complete additional petrographic studies and radiometric studies at Chandalar.

 

Liquidity and Capital Resources

We are an exploration stage company and have incurred losses since our inception. We currently do not have sufficient cash to support the Company through 2014 and beyond. We anticipate that we will incur approximately $650,000 for general operating expenses over the next 12 months as of December 31, 2013.

During 2013, we issued Notes payable in gold totaling $820,000, less a discount of $205,000, for proceeds of $615,000. Subsequent to the end of 2013, we have been successful in raising approximately $500,000 through the sale of 200 shares of Series B preferred shares for $1,000 per share and an unsecured senior note financing for approximately $300,000, which is part of six staged loans for an aggregate of $2,000,000, subsequent stages being at the option of the investor. If the final five stages of the loan do not occur, we anticipate we will need to raise approximately $1.2 million to $1.7 million in the next 12 months to completely fund our planned exploration expenditures and general working capital requirements. Further, if we are unable to timely satisfy our obligations under the Notes payable in gold due November 2014, the interest on the unsecured senior note due quarterly, or the principal of the unsecured senior note due in 2017 and we are not able to re-negotiate the terms of such agreements, the holders will have rights against us, including potentially seizing or selling our assets.  The Notes payable in gold are secured against our right to future distributions of gold extracted by our joint venture with NyacAU. At December 31, 2013, we had outstanding total notes payable in gold of $820,000 less unamortized discounts of $118,271 for a net liability of $701,729, representing 511.193 ounces of fine gold deliverable at November 30, 2014.  

The Company plans to raise the financing through debt and/or equity placements. Failure to raise needed financing could result in us having to scale back or discontinue exploration activities or some or all of our business operations. Under the joint venture operating agreement, no minimum distribution is due Goldrich from the placer operation until 2016.

Although the current capital markets and general economic conditions in the United States may be obstacles to raising the required financing, we believe we will be able to secure sufficient financing for further operations and exploration activities of our Company but we cannot give assurance we will be successful in attracting financing on terms acceptable to us, if at all. Additionally, as the placer mine nears completion, we look forward to internal cash flow and additional options for financing appear to be coming available. To increase its access to financial markets, Goldrich intends to also seek a listing of its shares on a recognized stock exchange in Canada in addition to its listing on the FINRA OTCBB in the United States.

The audit opinion and notes that accompany our consolidated financial statements for the year ended December 31, 2013, disclose a ‘going concern’ qualification to our ability to continue in business. The accompanying consolidated financial statements have been prepared under the assumption that we will continue as a going concern. We are an exploration stage company and we have incurred losses since our inception. We do not have sufficient cash to fund normal operations and meet debt obligations for the next 12 months without deferring payment on certain current liabilities and raising additional funds. During the year ended December 31, 2013, we raised $571,352 net cash from the issuance of notes payable in gold and received cash of $332,067 from a receivable from equipment sold in 2012. We believe that the going concern condition cannot be removed with confidence until the Company has entered into a business climate where funding of its activities is more assured.


We currently have no historical recurring source of revenue and our ability to continue as a going concern is dependent on our ability to raise capital to fund our future exploration and working capital requirements or our ability to



43



TABLE OF CO NTENTS



profitably execute our business plan. Our plans for the long-term return to and continuation as a going concern include financing our future operations through sales of our common stock and/or debt and the eventual profitable exploitation of its mining properties. Additionally, the current capital markets and general economic conditions in the United States are significant obstacles to raising the required funds. These factors raise substantial doubt about our ability to continue as a going concern.


On October 10, 2013, we reported GNP had completed preparations for initial extraction and had extracted approximately 680 ounces of gold during the construction of the mine before closing out the 2013 season. Sale of the gold provided $918,000 in revenue to GNP. No extraction is expected in 2014 as construction of the mine is completed with extraction planned to resume in June 2015. A successful mining operation may provide the long-term financial strength for the Company to remove the going concern condition in future years. For more information see Joint Venture Agreement above .


The consolidated financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern. If the going concern basis were not appropriate for these financial statements, adjustments would be necessary in the carrying value of assets and liabilities, the reported expenses and the balance sheet classifications used.


Results of Operations


On December 31, 2013 we had total liabilities of $2,106,734 and total assets of $1,063,240. This compares to total liabilities of $833,890 and total assets of $1,663,952 on December 31, 2012. As of December 31, 2013, our liabilities consist of $635,850 for environmental remediation and asset retirement obligations, $603,178 of trade payables and accrued liabilities, $143,894 due to related parties, and $22,083 for dividends payable. Of these liabilities, $1,470,884 is due within 12 months. The increase in liabilities compared to December 31, 2012 is largely due to the increase in notes payable in gold, the increase in trade payable, and the increase in deferred compensation for the CEO, offset by the decreases in related party payables during the year ended December 31, 2013. The decrease in total assets was due to the sale of equipment to our joint venture partner and the decrease in the receivable associated with that sale, offset by the increase in deferred finance cost asset during the year ended December 31, 2013.

On December 31, 2013 we had negative working capital of $1,318,660 and a stockholders’ deficit of $1,043,494 compared to negative working capital of $27,002 and stockholders’ equity of $830,062 for the year ended December 31, 2012. Working capital decreased because cash generating activities did not keep pace with our operating costs, which resulted in a decrease in cash balances, decreases in equipment and the receivable associated with that sale and an increase in accounts payable to trade vendors. Stockholders’ equity decreased due to the net loss for the year ended December 31, 2013 during a period of reduced cash generating activities from financing activities.

During 2013, we used cash from operating activities of $910,071 compared to $990,679 for 2012. The year over year performance in net losses are very similar due to the deferral of exploration activities in both 2013 and 2012, except that the 2013 year did not have a repeat of the 2012 loss on sale of equipment, but did include an additional accrual of $300,000 of remediation expenses. Net operating losses of $1,940,121 and $1,848,255 for 2013 and 2012, respectively, included significant non-cash expenses, including depreciation of $256,995 and $373,459 for the respective years. In 2013, we recognized an expense of $300,000 of remediation costs, a loss in disposition of mining claims of $13,658, and in 2012 we recognized a loss in disposition of mining equipment of $263,437. At the end of 2013, we have accumulated approximately $22,306,321and $22,335,827 in federal and state net operating losses, respectively, which may enable us to generate approximately $22.3 million in net income prior to incurring any significant income tax obligation. The net operating losses will expire in various amounts from 2014 through 2033.

During 2013, cash of $332,317 was provided by investing activities compared to cash provided of $234,006 in 2012. We received cash of $332,067 on a note receivable compared to cash proceeds of $47,475 in 2012. We had cash provided of $244,475 in 2012, with no comparable cash proceeds in 2013. We used cash of $56,907 for equipment purchases in 2012, with no comparable cash usage in the year ended December 31, 2013.

During 2013, cash of $550,352 was provided by financing activities, compared to cash of $215,374 provided during the year ended December 31, 2012. For the year ended December 31, 2013, we raised cash of $571,352 through the



44



TABLE OF CO NTENTS



issuance of notes payable in gold. For the year ended December 31, 2012, cash of $349,860 was provided through the sale of stock and warrants, net of offering costs. Additionally, we made principal payments on equipment notes payable of $155,486 in 2012. Finally, in 2012, an officer of the Company paid $21,000 of company expenses which we reimbursed during the 2013 year.

Private Placement Offerings


Unit Private Placement

During 2013, the Company closed no private placements.


Gold Notes Payable

On April 3, 2013, the Company entered into notes payable in gold totaling approximately $600,000, with gold ounces calculated at a 25% discount to market price on the date of sale. A total of approximately 500 ounces of gold was contracted for delivery to note holders in November 2014. A finder's fee of 7% of the proceeds is payable to independent parties. For each dollar loaned under these notes payable in gold, the holder also received one half of a common stock purchase warrant. Each whole warrant is exercisable to purchase one share of our common stock at an exercise price of $0.40 for a period of two years following the date of issue. In the event that our shares of common stock trade in the United States at a closing price of greater than $1.00 per share for a period of 10 consecutive trading days at any time following the issuance of the warrants, we have the right to force exercise of the warrants. Proceeds from the forward gold sales will be used primarily for general corporate purposes.


Subsequent Events

On January 28, 2014, we closed a preferred share financing for $200,000, providing 200 shares of Series B preferred shares. This is convertible into common shares of the Company at a price equivalent to $0.07 per share (2,857,142 common shares) and includes an equal number of warrants. Each warrant has a five-year term and is exercisable into common shares of the Company at a price of $0.10 per share. The purchaser of the Series B preferred shares has the right for a three-year period to participate in any offerings of the Company’s common shares or securities convertible into or exercisable to obtain common shares where the price per common share is less than $0.07. The purchaser may participate in such future offering by surrendering all of the purchaser’s then outstanding Series B preferred shares and warrants and receiving securities in the future offering with a dollar value equal to the principal amount of preferred shares surrendered.


On January 29, 2014, we closed a three-year unsecured senior note financing for approximately $300,000. Per the note agreement, the $300,000 is the first of six staged loans for total aggregate proceeds of $2 million. The three-year unsecured senior note has an interest rate of 15% per annum payable quarterly. The three-year maturity date is respective of the closing date of each loan in the series. The loans will be issued at a 5% discount and the lender will be issued a pro rata amount of five-year warrants totaling up to 10.5 million shares of common stock of the Company exercisable at a price equal to the greater of $0.15 per common share or the market price per common share on date of issuance of the warrants. The Company has, at its election, the ability to cancel future loans at any time or prepay the loans without penalty. The Lender reserves the right, at its election, to determine whether to fund Loans 2 through 6 in the series. The Company will pay finders fees consisting of a 3% cash commission and warrants to purchase shares of common stock of the Company equal to 8% of each loan. The terms of the warrants will be the same as the warrants issued to the lender.


Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.



Inflation



45



TABLE OF CO NTENTS



We do not believe that inflation has had a significant impact on our consolidated results of operations or financial condition.

Contractual Obligations

We have no contractual obligations


Critical Accounting Policies

We have identified our critical accounting policies, the application of which may materially affect the financial statements, either because of the significance of the financials statement item to which they relate, or because they require management’s judgment in making estimates and assumptions in measuring, at a specific point in time, events which will be settled in the future. The critical accounting policies, judgments and estimates which management believes have the most significant effect on the financial statements are set forth below:

·

Estimates of the recoverability of the carrying value of our mining and mineral property assets. We use publicly available pricing or valuation estimates of comparable property and equipment to assess the carrying value of our mining and mineral property assets. However, if future results vary materially from the assumptions and estimates used by us, we may be required to recognize an impairment in the assets’ carrying value.

·

Expenses and disclosures associated with accounting for stock-based compensation. We used the Black-Scholes option pricing model to estimate the fair market value of stock options issued under our stock-based compensation plan, which determines the recognition of associated compensation expense. This valuation model requires the use of judgment in applying assumptions of risk-free interest rate, stock price volatility and the expected life of the options. While we believe we have applied appropriate judgment in the assumptions and estimates, variations in judgment in applying assumptions and estimates used in this valuation could have a material effect upon the reported operating results.

·

Estimates of our environmental liabilities. Our potential obligations in environmental remediation, asset retirement obligations or reclamation activities are considered critical due to the assumptions and estimates inherent in accruals of such liabilities, including uncertainties relating to specific reclamation and remediation methods and costs, the application and changing of environmental laws, regulations and interpretations by regulatory authorities.

·

Accounting for Investments in Joint Ventures. For joint ventures in which we do not have joint control or significant influence, the cost method is used. Under the cost method, these investments are carried at the lower of cost or fair value. For those joint ventures in which there is joint control between the parties and in which we have significant influence, the equity method is utilized whereby our share of the ventures’ earnings and losses is included in the statement of operations as earnings in joint ventures and our investments therein are adjusted by a similar amount. We have no significant influence over our joint venture described in Note 5 Joint Ventures to the financial statements, and therefore account for our investment using the cost method. For joint ventures where we hold more than 50% of the voting interest and has significant influence, the joint venture is consolidated with the presentation of a non-controlling interest. In determining whether significant influence exists, we consider our participation in policy-making decisions and our representation on the venture’s management committee. We currently have no joint venture of this nature.


ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK


Not applicable.



46



TABLE OF CO NTENTS




ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA



TABLE OF CONTENTS

 

Page

Report of Independent Registered Public Accounting Firm

48

Consolidated Balance Sheets, December 31, 2012 and 2011

49

Consolidated Statements of Operations for the years ended December 31, 2012 and 2011 and from inception (March 26, 1959) through December 31, 2012

50

Consolidated Statements of Changes in Stockholders’ Equity (Deficit) from inception (March 26, 1959) through December 31, 2012

51-52

Consolidated Statements of Cash Flows for the years ended December 31, 2012 and 2011 and from inception (March 26, 1959) through December 31, 2012

53-54

Notes to the Consolidated Financial Statements

55-66















47



TABLE OF CO NTENTS




[GRMC10K2013V3010.GIF]


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Directors and

Stockholders of Goldrich Mining Company


We have audited the accompanying consolidated balance sheets of Goldrich Mining Company, (An Exploration Stage Company) (“the Company”) as of December 31, 2013 and 2012, and the related consolidated statements of operations, changes in stockholders’ equity and cash flows for the years then ended and from inception (March 26, 1959) through December 31, 2013. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.


We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.


In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Goldrich Mining Company as of December 31, 2013 and 2012, and the results of its operations and its cash flows for the years then ended and from inception (March 26, 1959) through December 31, 2013 in conformity with accounting principles generally accepted in the United States of America.


The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has incurred losses since inception and does not have sufficient cash at December 31, 2013 to fund normal operations for the next 12 months, and no recurring source of revenue. These factors raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.



/s/DeCoria, Maichel & Teague, PS


DeCoria, Maichel & Teague P.S.

Spokane, Washington


April 3, 2014





48



TABLE OF CO NTENTS




Goldrich Mining Company

 

 

(An Exploration Stage Company)

 

 

Consolidated Balance Sheets

 

 

December 31, 2013 and December 31, 2012

 

 

 

2013

2012

ASSETS

 

 

Current assets:

 

 

   Cash and cash equivalents

$            16,993

$            44,395

   Prepaid expenses

58,780

60,332

   Receivable for equipment sale, net

-

324,476

   Deferred financing costs

23,632

-

   Other current assets

52,819

52,831

      Total current assets

152,224

482,034

 

 

 

Property, plant, equipment, and mining claims:

 

 

   Equipment, net of accumulated depreciation

273,550

527,662

   Mining properties and claims

582,166

598,956

      Total property, plant, equipment and mining claims

855,716

1,126,618

 

 

 

Other assets:

 

 

 

 

 

   Investment in joint venture

55,300

55,300

      Total other assets

55,300

55,300

         Total assets

$       1,063,240

$       1,663,952

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY (Deficit)

 

 

Current liabilities:

 

 

   Accounts payable and accrued liabilities

$          603,178

$          357,150

   Related party loan payable

-

21,000

   Related party deferred compensation

115,000

56,500

   Related party payable

28,894

52,303

   Notes payable in gold, net

701,729

-

   Dividend payable on preferred stock

22,083

22,083

   Current portion of equipment notes payable

-

-

      Total current liabilities

1,470,884

509,036

 

 

 

Long-term liabilities:

 

 

 

 

 

   Remediation liability and asset retirement obligation

635,850

324,854

      Total long-term liabilities

635,850

324,854

          Total liabilities

2,106,734

833,890

 

 

 

Commitment and contingencies (Note 12)

 

 


Stockholders' equity (deficit):

 

 

   Preferred stock; no par value, 9,000,000

 

 

      shares authorized; no shares issued or outstanding

-

-

   Convertible preferred stock series A; 5% cumulative dividends,

 

 

      no par value, 1,000,000 shares authorized; 175,000 and 175,000 shares

      issued and outstanding, respectively, $350,000 and $350,000  

liquidation preferences, respectively



175,000



175,000

   Common stock; $0.10 par value, 200,000,000 shares authorized;

     95,656,719 and 95,506,719 issued and outstanding, respectively


9,565,672


9,550,672

   Additional paid-in capital

14,724,619

14,673,054

   Deficit accumulated during the exploration stage

(25,508,785)

(23,568,664)

      Total stockholders’ equity (deficit)

(1,043,494)

830,062

         Total liabilities and stockholders' equity (deficit)

$       1,063,240

$       1,663,952


The accompanying notes are an integral part of these consolidated financial statements.



49



TABLE OF CO NTENTS




Goldrich Mining Company

 

 

 

(An Exploration Stage Company)

 

 

 

Consolidated Statements of Operations

 

 

 

 

 

From Inception

 

 

 

(March 26, 1959)

 

Year Ended

Year Ended

Through

 

December 31,

December 31,

December 31,

 

2013

2012

2013

Income earned during the exploration stage:

 

 

 

   Gold sales and other

$                      -

$                      -

$            2,542,079

   Costs of gold sales

-

-

(1,858,843)

      Gross profit on gold sales

-

-

683,236

 

 

 

 

Operating expenses:

 

 

 

   Mine preparation and oversight costs

180,752

306,823

        1,522,148

   Exploration expense

45,737

154,128

        8,491,670

   Depreciation, mining and exploration

253,819

373,459

2,137,569

   Management fees and salaries

268,594

223,544

        3,718,775

   Professional services

238,901

118,987

        2,272,366

   Other general and admin expense

267,371

306,761

        2,743,136

   Office supplies and other expense

43,522

13,639

          445,422

   Directors' fees

65,900

11,800

          847,975

   Mineral property maintenance

141,938

51,672

          371,579

   Reclamation and miscellaneous

300,596

5,094

          434,680

   Loss on partnership venture

-

-

            53,402

   Equipment repairs

-

-

            25,170

   Loss on disposal of mining properties and equipment

13,658

263,437

472,385

      Total operating expenses

1,820,788

1,829,344

23,536,277

 

 

 

 

Other (income) expense:

 

 

 

  Gain on legal judgment and miscellaneous income

-

(12)

(127,399)

   Royalties, net

-

-

(398,752)

   Lease and rental income

-

-

(99,330)

   Interest income

(7,607)

(13,499)

(307,680)

   Interest expense and finance costs

127,545

33,027

1,569,353

   Loss on settlement of debt

-

-

1,946,684

   Loss (gain) on foreign currency translation

(605)

(605)

72,868

      Total other (income) expense

119,333

18,911

2,655,744

 

 

 

 

Net loss

1,940,121

1,848,255

$            25,508,785

 

 

 

 

Preferred dividends

9,379

8,774

 

Net loss available to common stockholders

$         1,949,500

$         1,857,029

 

 

 

 

 

Net loss per common share – basic and diluted

$                 0.02

$                 0.02

 

 

 

 

 

Weighted average common

 

 

 

  shares outstanding-basic and diluted

95,542,267

94,699,047

 

 

 

 

 




The accompanying notes are an integral part of these consolidated financial statements.



50



TABLE OF CONTENTS





Goldrich Mining Company

(An Exploration Stage Company)

Consolidated Statements of Changes in Stockholders' Equity (Deficit)

From Inception (March 26, 1959) Through December 31, 2013

 

 

 

 



Shares Issued for

Basis of

Assignment of

Amount



Common Stock



Preferred Stock



Additional

Deficit

Accumulated

During the

 

 

 

 

 


Cash

Non-cash

Consideration

for Non-cash

Consideration


Shares


Par Value


Shares


Par Value

Paid-in

Capital

Exploration

Stage


Total

Cumulative Activity from Inception (March 26, 1959) through December 31, 2010

 

 

 



52,936,397



$ 5,293,639



425,000



$ 425,000



$ 9,673,743



$ (15,612,374)



$   (219,993)

 

 

 

 

 

 

 

 

 

 

 

 

 

Issuance of common shares by Private Placement, net


X

 

 

24,315,236

2,431,524

 

 

2,362,574

 

4,794,098

 

Notes payable in gold converted to common shares

 

 

 

12,961,890

1,296,189

 

 

2,162,605

 

3,458,794

 

Issuance of common shares for conversion of preferred shares

 

 

 

1,500,000

150,000

(250,000)

(250,000)

100,000

 

-

 

Dividend payable at conversion of preferred shares

 

 

 

 

 

 

 

(22,083)

 

(22,083)

 

Vested option expense under ASC 718

 

Corp mgmt & Director fees

Fair value of options issued

 

 

 

 

100,278

 

100,278

 

Issuance of shares by exercise of Class E Warrants

X

 

 

35,000

3,500

 

 

3,500

 

7,000

 

Issuance of shares by exercise of Class F Warrants

X

 

 

1,393,332

139,333

 

 

139,333

 

278,666

 

Net Loss

 

 

 

 

 

 

 

 

(6,108,035)

(6,108,035)

 


Balance, December 31, 2011

 

 

 


93,141,855


$ 9,314,185


175,000


$ 175,000


$14,519,949


$ (21,720,409)


$  2,288,725

 

 

 

 

 

 

 

 

 

 

 

 

 

Issuance of common shares by Private Placement, net

X

 

 

2,364,864

236,487

 

 

113,373

 

349,860

 

Stock options issued for investment in joint venture

 

Investment in Joint Venture

Fair value of options issued

 

 

 

 

54,300

 

54,300

 

Reversal of option expense for forfeited unvested options

 

 

 

 

 

 

 

(14,568)

 

(14,568)

 

Net Loss

 

 

 

 

 

 

 

 

(1,848,255)

(1,848,255)

 


Balance, December 31, 2012

 

 

 


95,506,719


$ 9,550,672


175,000


$ 175,000


$14,673,054


$ (23,568,664)


$ 830,062











The accompanying notes are an integral part of these consolidated financial statements.





51



TABLE OF CONTENTS



Goldrich Mining Company

(An Exploration Stage Company)

Consolidated Statements of Changes in Stockholders' Equity (Deficit)

From Inception (March 26, 1959) Through December 31, 2013

 

 

 

 

 

 

 

 

 

 

 



Shares Issued for

Basis of

Assignment of

Amount



Common Stock



Preferred Stock



Additional

Deficit

Accumulated

During the

 

 

 


Cash

Non-cash

Consideration

for Non-cash

Consideration


Shares


Par Value


Shares


Par Value

Paid-in

Capital

Exploration

Stage


Total

 


Balance, December 31, 2012

 

 

 


95,506,719


$ 9,550,672


175,000


$ 175,000


$ 14,673,054


$ (23,568,664)


$ 830,062

 

 

 

 

 

 

 

 

 

 

 

 

 

Issuance of common shares to new directors

 

Director Fees

Fair value of shares issued

150,000

15,000

 

 

(6,000)

 

9,000

 

Stock options for new directors and Controller

 

Director Fees and Payroll

Fair value of options issued

 

 

 

 

12,400

 

12,400

 

Stock options reissued for CEO

 

Corporate Mgmt

Fair value of options issued

 

 

 

 

37,575

 

37,575

 

Warrants issued with notes payable in gold

 

Discount

Fair value of warrants issued

 

 

 

 

7,590

 

7,590

 

Net Loss

 

 

 

 

 

 

 

 

(1,940,121)

(1,940,121)

 


Balance, December 31, 2013

 

 

 


95,656,719


$ 9,565,672


175,000


$ 175,000


$ 14,724,619


$ (25,508,785)


$ (1,043,494)





























The accompanying notes are an integral part of these consolidated financial statements.



52



TABLE OF CONTENTS





Goldrich Mining Company

 

 

 

(An Exploration Stage Company)

 

 

 

Consolidated Statements of Cash Flows

 

 

 

 

 

From Inception

 

 

 

(March 26, 1959)

 

Years Ended

Through

 

December 31,

December 31,

 

2013

2012

2013

Cash flows from operating activities:

 

 

 

   Net loss

$      (1,940,121)

$      (1,848,255)

$    (25,508,785)

   Adjustments to reconcile net loss to net cash

 

 

 

      used in operating activities:

 

 

 

      Depreciation and amortization

256,995

373,459

2,144,414

      Loss on sale of mining property and equipment

13,658

263,437

472,385

      Stock based compensation

58,975

(14,568)

1,735,241

      Compensation paid with equipment

-

2,260

7,446

      Common stock issued for interest

-

-

196,110

      Amortization of discount on note receivable

(7,591)

(13,466)

(21,057)

      Amortization of discount on notes payable in gold and

         associated warrants


93,825


-


874,344

      Amortization of discount on convertible

 

 

 

         debenture for beneficial conversion feature

-

-

150,000

      Amortization of deferred financing costs

20,510

-

150,510

      Gold delivered to satisfy notes payable

-

-

(273,974)

      Gold delivered in exchange for equipment

-

-

(10,966)

      Loss on settlement of debt

-

-

1,946,684

      Accretion of asset retirement obligation

10,996

10,572

31,732

 

 

 

 

   Change in:

 

 

 

      Prepaid expenses

1,552

23,157

(58,781)

      Other current assets

12

25,861

(52,819)

      Accounts payable and accrued liabilities

209,802

108,466

579,212

      Related party deferred compensation

58,500

56,500

115,000

      Related party payable

12,816

21,898

94,457

      Accrued commission payable

-

-

277,523

      Convertible success award, Walters LITS

-

-

88,750

      Accrued remediation costs

300,000

-

355,000

            Net cash used - operating activities

(910,071)

(990,679)

(16,707,574)

 

 

 

 

Cash flows from investing activities:

 

 

 

   Receipts attributable to unrecovered

 

 

 

      promotional, exploratory, and development costs

-

-

626,942

   Investment in joint venture – Goldrich Nyac Placer, LLC

-

(1,000)

(1,000)

   Funds advanced by Nyac in equipment purchase

-

244,475

244,475

   Payment on a receivable for equipment sale

332,067

47,438

379,505

   Proceeds from the sale of equipment

250

-

64,874

   Purchases of equipment, and unrecovered

 

 

 

      promotional and exploratory costs

-

(56,907)

(2,352,402)

   Additions to mining properties and claims - direct

 

 

 

      costs for claim staking and acquisition

-

-

(536,366)

            Net cash provided (used) - investing activities

332,317

234,006

(1,573,972)








The accompanying notes are an integral part of these consolidated financial statements



53



TABLE OF CONTENTS



Goldrich Mining Company

 

 

 

(An Exploration Stage Company)

 

 

 

Consolidated Statements of Cash Flows Continued:

 

 

 

 

 

From Inception

 

 

 

(March 26, 1959)

 

Years Ended

Through

 

December 31,

December 31,

 

2013

2012

2013

Cash flows from financing activities:

 

 

 

   Proceeds from related party debt

$                                -

$                     21,000

$              121,000

   Payments on related party loan payable

(21,000)

-

(121,000)

   Proceeds from issuing convertible debenture, net

-

-

900,000

   Proceeds from issuance of common stock in connection         

 

 

 

       with exercise of options and warrants

-

-

3,101,498

   Proceeds from issuance of common stock and warrants,

 

 

 

        net of offering costs

-

349,860

12,988,444

   Proceeds from notes payable in gold and warrants, net

571,352

-

2,356,389

   Payments on notes payable in gold

-

-

(190,941)

   Purchases of gold to satisfy notes payable in gold

-

-

(358,641)

   Proceeds from issuance of preferred stock

-

-

475,000

   Payments on capital leases and equipment notes payable

-

(155,486)

(965,036)

   Acquisitions of treasury stock

-

-

(8,174)

            Net cash provided - financing activities

550,352

215,374

18,298,539

 

 

 

 

Net increase (decrease) in cash and cash equivalents

(27,402)

(541,299)

16,993

 

 

 

 

Cash and cash equivalents, beginning of period

44,395

585,694

-

Cash and cash equivalents, end of period

$                      16,993

$                     44,395

$             16,993

 

 

 

 

Supplemental disclosures of cash flow information:

 

 

 

     Cash paid for interest

$                            -

$                     26,443

$             162,618

Non-cash investing and financing activities:

 

 

 

     Mining claims purchased - common stock

$                               -

$                               -

$              43,000

     Additions to property, plant and equipment

 

 

 

        acquired through capital lease and notes payable

-

-

1,240,988

     Additions to property, plant and equipment paid in gold

-

-

10,966

     Debt assumed by purchaser of equipment

-

276,020

276,020

     Funds advanced by Nyac in equipment purchase

-

244,475

244,475

     Receivable from purchaser of equipment

-

379,505

379,505

     Issuance of options for investment in joint venture

-

54,300

54,300

     Accounts payable satisfied with equipment

-

-

10,000

     Related party liability converted to common stock

-

-

301,086

     Issuance of warrants for deferred financing

 

 

 

         costs of convertible debenture

-

-

30,000

     Issuance of common stock upon conversion of

 

 

 

        convertible debenture

-

-

1,000,000

     Issuance of common stock upon conversion of

 

 

 

        preferred shares

-

-

300,000

     Issuance of common stock upon conversion of

 

 

 

        notes payable in gold

-

-

3,458,794

     Issuance of common stock for finders’ fees

-

-

149,640

     Warrants issued with notes payable in gold

-

-

116,818

     Notes payable satisfied with gold

-

-

632,615

     Capital lease satisfied with equipment notes payable

-

-

335,190

     Dividend payable on preferred stock

-

-

22,083



The accompanying notes are an integral part of these consolidated financial statements



54



TABLE OF CONTENTS

Goldrich Mining Company

(An Exploration Stage Company)

Notes to the Consolidated Financial Statements



1.

ORGANIZATION AND DESCRIPTION OF BUSINESS


Goldrich Mining Company (“Company”) was incorporated under the laws of the State of Alaska on March 26, 1959. The Company is engaged in the business of acquiring and exploring mineral properties throughout the Americas, primarily those containing gold and associated base and precious metals. During 2013, all of the Company’s activities were focused on the Chandalar property in Alaska. The Company’s common stock trades on the FINRA OTCBB exchange under the ticker symbol GRMC.

 

Going Concern


The accompanying consolidated financial statements have been prepared under the assumption that the Company will continue as a going concern. The Company is an exploration stage company and has incurred losses since its inception. The Company does not have sufficient cash to fund normal operations and meet debt obligations for the next 12 months without deferring payment on certain current liabilities and raising additional funds. During the year ended December 31, 2013, the Company raised $571,352 net cash from the issuance of notes payable in gold and received cash of $332,067 from a receivable from equipment sold in 2012. The Company believes that the going concern condition cannot be removed with confidence until the Company has entered into a business climate where funding of its activities is more assured.


The Company currently has no historical recurring source of revenue and its ability to continue as a going concern is dependent on the Company’s ability to raise capital to fund its future exploration and working capital requirements or its ability to profitably execute its business plan. The Company’s plans for the long-term return to and continuation as a going concern include financing the Company’s future operations through sales of its common stock and/or debt and the eventual profitable exploitation of its mining properties. Additionally, the current capital markets and general economic conditions in the United States are significant obstacles to raising the required funds. These factors raise substantial doubt about the Company’s ability to continue as a going concern.


On October 10, 2013, the Company reported Goldrich NyacAU Placer, LLC (“GNP”) had completed preparations for initial production and had produced approximately 680 ounces of gold during the construction of the mine before closing out the 2013 season. There is no production currently planned for the 2014 season. Plant expansion is scheduled to be completed in stages through 2016. A successful mining operation may provide the long-term financial strength for the Company to remove the going concern condition in future years. See Note 5 Joint Ventures .


The consolidated financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern. If the going concern basis were not appropriate for these financial statements, adjustments would be necessary in the carrying value of assets and liabilities, the reported expenses and the balance sheet classifications used.


2.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


Exploration Stage Enterprise


Since the Company is in the exploration stage of operation, the Company’s financial statements are prepared in accordance with the provisions of ASC 915 Development Stage Enterprises, as it devotes substantially all of its efforts to acquiring and exploring mining interests that management believes should eventually provide sufficient net profits to sustain the Company’s existence. Until such interests are engaged in commercial production, the Company will continue to prepare its consolidated financial statements and related disclosures in accordance with this standard.


Financial Instruments


On December 31, 2013 and 2012, our financial instruments consist principally of cash and cash equivalents and notes payable in gold.



55



TABLE OF CONTENTS

Goldrich Mining Company

(An Exploration Stage Company)

Notes to the Consolidated Financial Statements



2.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED:


Cash and Cash Equivalents


For the purposes of the balance sheet and statement of cash flows, the Company considers all highly liquid investments with a maturity of three months or less when purchased to be a cash equivalent. Cash or cash equivalents which secure debt instruments, credit facilities, reclamation or environmental bonds, or that are otherwise limited or restricted in their usage, are reported separately and not included in cash and cash equivalents.


Consolidation of and Accounting for Subsidiaries


The consolidated financial statements include the accounts of the Company and the accounts of its 100% owned subsidiaries Minera LSG S.A. and Goldrich Placer, LLC. These subsidiaries are included in the accompanying financial statements by consolidation of the Statements of Operations and the Balance Sheets as of December 31, 2013 and December 31, 2012, with all intercompany balances and investment accounts eliminated.


Use of Estimates


The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Significant estimates used in preparing these financial statements include those assumed in estimating the recoverability of the cost of mining claims, accrued remediation costs, stock based compensation, and deferred tax assets and related valuation allowances. Actual results could differ from those estimates.


Reclassifications


Certain reclassifications have been made to conform prior periods’ data to the current presentation. These reclassifications have no effect on the results of reported operations or stockholders’ equity.


Accounting for Investments in Joint Ventures


For joint ventures in which the Company does not have joint control or significant influence, the cost method is used. Under the cost method, these investments are carried at the lower of cost or fair value. For those joint ventures in which there is joint control between the parties and in which the Company has significant influence, the equity method is utilized whereby the Company’s share of the ventures’ earnings and losses is included in the statement of operations as earnings in joint ventures and its investments therein are adjusted by a similar amount. Goldrich has no significant influence over its joint venture described in Note 5 Joint Ventures , and therefore accounts for its investment using the cost method.


For joint ventures where the Company holds more than 50% of the voting interest and has significant influence, the joint venture is consolidated with the presentation of a non-controlling interest. In determining whether significant influence exists, the Company considers its participation in policy-making decisions and its representation on the venture’s management committee. Goldrich currently has no joint venture of this nature.












56



TABLE OF CONTENTS

Goldrich Mining Company

(An Exploration Stage Company)

Notes to the Consolidated Financial Statements



2.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED:


Plant, Equipment, and Accumulated Depreciation


Plant and equipment are stated at cost, which is determined by cash paid or fair value of the shares of the Company’s common stock issued. The Company’s mill buildings and equipment are located on the Company’s unpatented state mining claims located in the Chandalar mining district of Alaska. All mill buildings and equipment purchased prior to 2006 are fully depreciated. The Company’s equipment is located at the Chandalar property in Alaska, with a small amount of office equipment located at Company offices in Spokane, Washington. Assets are depreciated on a straight-line basis. Improvements which significantly increase an asset’s value or significantly extend its useful life are capitalized and depreciated over the asset’s remaining useful life.


When a fixed asset is sold at a price either higher or lower than its carrying amount, or undepreciated cost at the date of disposal, the difference between the sale proceeds over the carrying amount is recognized as gain, while a loss is recognized when the carrying amount exceeds the sale proceeds. The gain or loss is recognized in the Consolidated Statements of Operations.


Mining Properties and Claims


The Company capitalizes costs for acquiring mineral properties and expenses costs to maintain mineral rights and leases as incurred. Should a property reach the production stage, these capitalized costs would be amortized using the units-of-production method on the basis of periodic estimates of ore reserves. Mineral properties are periodically assessed for impairment of value, and any subsequent losses are charged to operations at the time of impairment. If a property is abandoned or sold, its capitalized costs are charged to operations.


Mine Preparation Costs


Mine preparation costs are expenditures incurred in the exploration stage that may ultimately benefit production are expensed due to the lack of proven and probable reserves, which would indicate future recovery of these expenses. These costs are expensed in the period in which they occur.


Exploration Costs


Exploration costs are expensed in the period in which they occur.


Foreign Currency Translation


Assets and liabilities denominated in a foreign currency are translated to U.S. dollars at the exchange rate on the balance sheet date. Revenues, costs, and expenses are translated using an average rate during the period. Realized and unrealized foreign currency transaction gains and losses are included in the Consolidated Statement of Operations.


Income Taxes


Income taxes are recognized in accordance with ASC 740 Income Taxes, whereby deferred income tax liabilities or assets at the end of each period are determined using the tax rate expected to be in effect when the taxes are actually paid or recovered. A valuation allowance is recognized on deferred tax assets when it is more likely than not that some or all of these deferred tax assets will not be realized. ASC 740 prescribes a recognition threshold and measurement attribute for the recognition and measurement of a tax position taken or expected to be taken in a tax return. The Company has assessed its tax positions and has determined that it has not taken a position that would give rise to an unrecognized tax liability being reported. In the event that the Company is assessed penalties and or interest; penalties will be charged to other operating expense and interest will be charged to interest expense.



57



TABLE OF CONTENTS

Goldrich Mining Company

(An Exploration Stage Company)

Notes to the Consolidated Financial Statements



2.

 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED:


Net Loss Per Share


Basic earnings per share (“EPS”) is computed as net loss available to common shareholders after dividends to preferred shareholders, divided by the weighted average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur from common shares issuable through stock options, warrants, and other convertible debt and securities. The dilutive effect of vested convertible and exercisable securities would be:


For years ended December 31,

2013

2012

Convertible preferred stock

1,050,000

1,050,000

Stock options

3,315,000

3,570,000

Warrants

33,849,630

33,542,130

    Total possible dilution

38,214,630

38,162,130



At December 31, 2013 and 2012, the effect of the Company’s outstanding options and common stock equivalents would have been anti-dilutive. Accordingly, only basic EPS is presented.


Revenue Recognition


Revenue from the sale of gold is recorded net of smelter or refinery treatment and refining charges. Revenue is recognized when persuasive evidence of an arrangement exists, title and risk passes to the buyer, collection is reasonably assured and price is reasonably determinable. When alluvial gold is placed with the smelter, revenue is recognized and cash is remitted for any ounces of alluvial gold sold to the smelter, converted to ounces of fine gold at an assumed smelting loss percentage. Pricing of the sale is at the market price of gold on the date of sale. The number of gold ounces sold at deposit is limited to a certain percentage of the ounces of alluvial gold deposited, as agreed in each case with the smelter. Ounces not sold are smelted and retained in the Company’s inventory in a secured metals account at the smelter. Subsequent sales of gold from inventory are made at then-current market prices, with smelter treatment and refining charges deducted, and net cash proceeds are remitted to the Company.


Stock-Based Compensation


The Company periodically issues common shares or options to purchase shares of the Company’s common shares to its officers, directors or other parties. These issuances are recorded at fair value for both the common shares issued and options granted. The Company uses a Black Scholes valuation model for determining fair value of options to purchase shares, and compensation expense is recognized ratably over the vesting periods on a straight line basis. Compensation expenses for grants that vest upon issue are recognized in the period of grant.


Reclamation and Remediation

 

The Company’s operations have been, and are subject to, standards for mine reclamation that have been established by various governmental agencies. The Company records the fair value of an asset retirement obligation as a liability in the period in which the Company incurs a legal obligation for the retirement of tangible long-lived assets. A corresponding asset is also recorded and depreciated over the life of the asset. After the initial measurement of the asset retirement obligation, the liability will be adjusted at the end of each reporting period to reflect changes in the estimated future cash flows underlying the obligation. Determination of any amounts recognized upon adoption is based upon numerous estimates and assumptions, including future retirement costs, future inflation rates and the credit-adjusted risk-free interest rates. For non-operating properties, the Company accrues costs associated with environmental remediation obligations when it is probable that such costs will be incurred and they are reasonably estimable. Such costs are based on management’s estimate of amounts expected to be incurred when the remediation work is performed.



58



TABLE OF CONTENTS

Goldrich Mining Company

(An Exploration Stage Company)

Notes to the Consolidated Financial Statements



2.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED:


Fair Value Measures


Our financial instruments consist principally of cash and notes payable in gold. These instruments do not require recurring re-measurement at fair value.


New Accounting Pronouncements


Management has reviewed and evaluated new accounting pronouncements and determined that none apply to the Company at this time.


3.

RECEIVABLE FOR EQUIPMENT SALE


In the fourth quarter of 2012, the Company entered into an agreement to sell certain equipment to a leasing company owned by the owner of the joint venture partner of GNP (see Note 5 Joint Ventures ), under which equipment with a net book value of $1,130,593 was sold to the leasing company for $878,943, net of $21,057 of discounts for implicit interest at 7% on the note. The note requires monthly principal payments of $47,438, with the balance of the note due in July 2013. The Company recognized a loss on the sale of this equipment of $251,717. The purchaser advanced cash of $244,475, assumed debt totaling $276,020 and entered into a receivable from equipment of 379,505. The Company received a cash payment of $47,438 during the year ended December 31, 2012, and $332,067 during the year ended December 31, 2013.


4.

PROPERTY, PLANT, EQUIPMENT AND MINING CLAIMS


Plant and Equipment


Located on the Company’s unpatented state mining claims in the Chandalar District are certain buildings, including milling buildings and other mining equipment that are fully depreciated and have no book value. Accordingly, the Company has removed its cost basis and the associated accumulated depreciation from its financial statements.


Equipment


At December 31, 2013 and 2012, the Company’s equipment classifications were as follows:


 

2013

2012

Exploration and mining equipment

$        1,627,351

$       1,629,150

Vehicles and rolling stock

413,678

413,678

Office and other equipment

67,318

67,317

   Total

2,108,347

2,110,145

Accumulated depreciation and amortization

(1,834,797)

(1,582,483)

   Equipment, net of depreciation

 

 

       and amortization

$           273,550

$         527,662


Of the Company’s assets, $1,344,648 are being depreciated over lives of three and five years and $763,699 are being depreciated over seven and ten years, resulting in total depreciation expense of $253,819 for 2013. Assets of $1,346,446 and $763,699 being depreciated over corresponding periods, respectively, resulted in total depreciation of $373,459 for 2012. Asset retirement costs are being depreciated over twenty years.







59



TABLE OF CONTENTS

Goldrich Mining Company

(An Exploration Stage Company)

Notes to the Consolidated Financial Statements



4.

PROPERTY, PLANT, EQUIPMENT AND MINING CLAIMS, CONTINUED:


Mining Properties and Claims


At December 31, 2013 and 2012, the Company’s mining properties and claims were as follows:


 

2013

2012

Chandalar property and claims

$        264,000

$        264,000

2003 purchased claims

35,000

35,000

Unpatented state claims staked

40,400

54,014

Asset retirement costs

242,766

245,942

Total

$        582,166

$        598,956


5.

JOINT VENTURES


On May 7, 2012, the Company entered into a joint venture (“the JV”) with NyacAU LLC (“NyacAU”), an Alaskan private company, to bring Goldrich’s Chandalar placer gold properties into production. As part of the agreement, Goldrich and NyacAU formed a 50:50 joint venture company, Goldrich NyacAU Placer LLC (“GNP”), to operate the Chandalar placer mines, with NyacAU acting as managing partner. Goldrich has no significant control or influence over the JV, and therefore accounts for its investment using the cost method. Under the terms of the joint venture agreement (the “Agreement”), NyacAU provided a funding to the JV and the Company of loans that, subject to the timing of production, are estimated to eventually total approximately $18 million. The loans 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 JV partners. NyacAU’s funding to the JV is anticipated to be sufficient in amount to bring the placer deposits at Chandalar into commercial production.


In addition to the funding of the JV, NyacAU also purchased equipment owned by Goldrich at a discount, netting $900,000 to the Company, prior to discount (see Note 3 Receivable for Equipment Sale ). NyacAU also purchased 2,364,864 shares of Goldrich common stock for $350,000 ($0.148 per share) during the quarter ended June 30, 2012, in accordance with the agreement.


NyacAU also agreed to advance Goldrich $950,000 at the greater of prime plus 2% or 10% interest for direct exploration drilling costs at the Company’s Chandalar property to be performed by Blackrock Drilling, a drilling company in which the owners of NyacAU have a majority interest. The Company did not initiate a drilling program for 2012 or 2013, and the $950,000 funding for the drilling costs were not advanced by NyacAU to the Company or the drilling company.


The manager of NyacAU, in negotiating the joint venture agreement, was granted 300,000 five-year stock options at an exercise price of $0.20 per share from the Company’s equity incentive plan. The options were issued during the quarter ended June 30, 2012. The options were determined to have a fair value of $54,300 and were accounted for as part of the Company’s investment in the joint venture. The Company’s investment in the joint venture included $1,000 cash remitted to GNP to fund GNP’s bank account, for a total investment of $55,300 in the joint venture.











60



TABLE OF CONTENTS

Goldrich Mining Company

(An Exploration Stage Company)

Notes to the Consolidated Financial Statements



6.

RELATED PARTY TRANSACTIONS


Beginning in October 2012, the Company’s President and Chief Executive Officer (“CEO”) elected to defer a portion of his salary until the Company is successful in securing financing sufficient to fund future operations. An amount of $115,000 has been deferred and is included in related party deferred compensation at December 31, 2013, $56,500 was deferred and accrued at December 31, 2012. The officer also loaned the Company $21,000 in the year ended December 31, 2012, which was repaid during the quarter ended June 30, 2013. Subsequent to the year-ending December 31, 2013, $85,000 was paid to the CEO leaving a balance of $30,000.


A total of $11,338 interest is payable at December 31, 2013 to the Company’s former Chief Operating Officer in connection with the settlement of notes payable in gold in 2011. A total of $17,556 has been accrued for fees due to the Company’s Chief Financial Officer (“CFO”) at December 31, 2013, 2012 $14,406, respectively. These amounts are included in related party payable. Subsequent to December 31, 2013, $11,000 was paid to the CFO leaving a balance of $6,556.


A total of $40,700 had been accrued for directors’ fees at December 31, 2012. For the year ended December 31, 2013, an additional $47,200 has been accrued for services performed during the period, which is included in accounts payable. Additionally, in 2013 150,000 common shares and 150,000 options to purchase common shares were issued to three consulting directors (See Note 8 Stockholders’ Equity ) having a total fair value of $18,700, which brings the total directors’ fees recognized for the year ended December 31, 2013 to $65,900.


7.   NOTES PAYABLE IN GOLD


During 2013, the Company issued notes in principal amounts totaling $820,000, less a discount of $205,000, for proceeds of $615,000. Under the terms of the notes, the Company agreed to deliver gold to the holders at the lesser of $1,350 per ounce of fine gold or a 25% discount to market price as calculated on the contract date and specify delivery of gold in November 2014. The notes payable in gold contracts contain standard terms regarding delivery and receipt of gold and payment of delivery costs. The Company paid a finder’s fee of $42,000, and incurred other placement costs of $2,143, for a total of $44,143 of deferred finance costs.

 

Additionally, for each dollar of note payable in gold entered, the holder received one half of a common stock purchase warrant. A total of 307,500 warrants were issued. Each whole warrant is exercisable to purchase one share of common stock of the Company at an exercise price of $0.40 for a period of two years following the date of issue. A portion of the proceeds from the notes were allocated to the warrants, resulting in an increase in additional paid in capital and a discount on the notes payable in gold of $7,590.

 

The fair value of warrants issued with the notes payable in gold was estimated at the date of issuance using the Black-Scholes fair value model, which requires the use of highly subjective assumptions, including the expected volatility of the stock price, which may be difficult to estimate for small reporting companies traded on micro-cap stock exchanges. The fair value of the warrants was estimated on the issue date using the following weighted average assumptions: 


Risk-free interest rate

 

0.29%

 

 

 

Expected dividend yield

 

0

Expected term (in years)

 

2

Expected volatility

 

138.5%


The risk-free interest rate is based on the U.S. Treasury yield curve at the time of the grant. The expected term of warrants issued is from the date of issuance. The expected volatility is based on historical volatility. The Company has evaluated previous low occurrences of warrant forfeitures and believes that current holders of the warrants will hold them to maturity as has been experienced historically; therefore, no variable for forfeiture was used in the calculation of fair value.



61



TABLE OF CONTENTS

Goldrich Mining Company

(An Exploration Stage Company)

Notes to the Consolidated Financial Statements



7.   NOTES PAYABLE IN GOLD, CONTINUED


In the event that the Company’s shares of common stock trade in the United States at a closing price of greater than $1.00 per share for a period of 10 consecutive trading days at any time following the issuance of the warrants, the Company may, in its sole discretion, accelerate the expiration date of the warrants by giving written notice to the holders thereof, and in such case, the warrants will expire on the 20th business day after the date on which such notice is given by the Company.

 

At December 31, 2013, the Company had outstanding total notes payable in gold of $820,000 less unamortized discounts of $118,271 for a net liability of $701,729, representing 511.193 ounces of fine gold deliverable at November 30, 2014.


8.  STOCKHOLDERS’ EQUITY


The following is a summary of warrants for December 31, 2013:


 

Shares

Exercise

Price ($)

Expiration Date

Class E Warrants: (Issued for Notes payable in gold)

 

 

 

Outstanding and exercisable at January 1, 2012

300,018

0.65

Mar. 31, 2014 (1)

Outstanding and exercisable at December 31, 2012

300,018

 

 

Outstanding and exercisable at December 31, 2013

300,018

 

 

Class F Warrants: (Issued for Private Placement)

 

 

 

Outstanding and exercisable at January 1, 2012

659,663

0.55

Mar. 31, 2014 (1)

Outstanding and exercisable at December 31, 2012

659,663

 

 

Outstanding and exercisable at December 31, 2013

659,663

 

 

Class F-2 Warrants: (Issued for Commissions)

 

 

 

Outstanding and exercisable at January 1, 2012

599,772

0.20

Mar. 31, 2014 (1)

Outstanding and exercisable at December 31, 2012

599,772

 

 

Outstanding and exercisable at December 31, 2013

599,772

 

 

Class G Warrants: (Issued for Private Placement)

 

 

 

Outstanding and exercisable at January 1, 2012

4,169,850

0.36

Mar. 31, 2014 (1)

Outstanding and exercisable at December 31, 2012

4,169,850

 

 

Outstanding and exercisable at December 31, 2013

4,169,850

 

 

Class H Warrants: (Issued for Private Placement)

 

 

 

Outstanding and exercisable at January 1, 2012

5,125,936

0.30

May 31, 2016

Outstanding and exercisable at December 31, 2012

5,125,936

 

 

Outstanding and exercisable at December 31, 2013

5,125,936

 

 

Class I Warrants: (Issued for Private Placement)

 

 

 

Outstanding and exercisable at January 1, 2012

13,906,413

0.40

May 31, 2016

Outstanding and exercisable at December 31, 2012

13,906,413

 

 

Outstanding and exercisable at December 31, 2013

13,906,413

 

 

Class J Warrants: (Issued for Private Placement)

 

 

 

Outstanding and exercisable at January 1, 2012

8,780,478

0.30

July 29, 2016

Outstanding and exercisable at December 31, 2012

8,780,478

 

 

Outstanding and exercisable at December 31, 2013

8,780,478

 

 

Class K Warrants: (Issued for Gold Notes)

 

 

 

Warrants issued March 29, 2013

307,500

0.40

Mar. 29, 2015

Outstanding and exercisable at December 31, 2013

307,500

 

 

Total warrants outstanding and weighted average exercise price at December 31, 2013

33,849,630

0.36

 


(1)

On March 21, 2012, the expiration dates of warrants set to expire in 2012 were extended for one year beyond their original expiration dates. In February 2013, the expiration dates of the Class E, F, F-2 and G warrants were extended to March 31, 2014. No other terms were modified.



62



TABLE OF CONTENTS

Goldrich Mining Company

(An Exploration Stage Company)

Notes to the Consolidated Financial Statements



8.  STOCKHOLDERS’ EQUITY, CONTINUED:


Stock Options and Stock-Based Compensation:


Under the Company’s 2008 Equity Incentive Plan, as amended by shareholder vote on November 27, 2013 (the “Plan”), options to purchase shares of common stock may be granted to key employees, contract management and directors of the Company. The Plan permits the granting of nonqualified stock options, incentive stock options and shares of common stock. Upon exercise of options, shares of common stock are issued from the Company’s treasury stock or, if insufficient treasury shares are available, from authorized but unissued shares. Options are granted at a price equal to the closing price of the common stock on the date of grant. The stock options are generally exercisable immediately upon grant and for a period of 10 years. In the event of cessation of the holder’s relationship with the Company, the holder’s exercise period terminates 90 days following such cessation. The Plan authorizes the issuance of up to 9,550,672 shares of common stock, subject to adjustment for certain events, such as a stock split or other dilutive events. As of December 31, 2013, there were a total of 4,660,672 shares available for grant in the Plan, 1,575,000 shares issued or exercised, and 3,315,000 options outstanding.


For the years ended December 31, 2013 and 2012, the fair value of stock options was estimated at the date of grant using the Black-Scholes option pricing model, which requires the use of highly subjective assumptions, including the expected volatility of the stock price, which may be difficult to estimate for small reporting companies traded on micro-cap stock exchanges. The fair value of each option grant was estimated on the grant date using the following weighted average assumptions:

 

2013

2012

 

 

 

 

Risk-free interest rate

 

1.75%

1.75%

Expected dividend yield

 

--

--

Expected term (in years)

 

10

5

Expected volatility

 

142.4% - 155.8%

146.6%


The risk-free interest rate is based on the U.S. Treasury yield curve at the time of the grant. The expected term of stock options granted is from the date of the grant. The expected volatility is based on historical volatility. The Company has evaluated previous low occurrences of option forfeitures and believes that current holders of the option will hold them to maturity as has been experience historically; therefore, no variable for forfeiture was used in the calculation of fair value.


During the year ended December 31, 2013, the Company issued 25,000 options to an employee and a total of 150,000 options to three directors. The fair value of these options was determined using a Black Scholes model, resulting in a fair value of $2,700 and $9,700, respectively. The Company also issued 150,000 common shares to the three directors. These shares were issued at the grant date market price of $0.06 per share, resulting in directors’ fees expense of $9,000.


In 2009, the Company issued 750,000 options to the President and CEO for a term of five-years. On February 20, 2013, the board voted to cancel the options and issue new options at the same exercise price of $0.405 to effectively extend to a total of 10-years with the same exercise price. This resulted in an additional fair value of $37,575 for these options.



63



TABLE OF CONTENTS

Goldrich Mining Company

(An Exploration Stage Company)

Notes to the Consolidated Financial Statements



8.  STOCKHOLDERS’ EQUITY, CONTINUED:


A summary of stock option transactions for the years ended December 31, 2013 and 2012 are as follows:


 

Shares

Weighted-

Average

Exercise Price

(per share)

Weighted

Average

Remaining

Contractual

Term (Years)

Aggregate

Intrinsic

Value

Options outstanding at December 31, 2011

3,570,000

0.29

5.14

$0

Granted

300,000

0.24

 

 

Forfeited

(300,000)

0.24

 

 

Options outstanding at December 31, 2012

3,570,000

0.28

4.41

$0

Granted

175,000

0.15

 

 

Forfeited

(430,000)

0.21

 

 

Options outstanding and exercisable at December 31, 2013

3,315,000

$      0.28

4.41

$0

Options available for future grants

4,660,672

 

 

 


The weighted average grant-date fair value of stock options granted during the years ended December 31, 2013 and 2012 was $0.15 and $0.18 per share, respectively. There were no options exercised during 2013 and 2012.


For the year ended December 31, 2013 and 2012, the Company recognized total share-based compensation for employees and consulting directors of $58,975 and negative $14,568, respectively, and share-based compensation in relation to the joint-venture with NyacAU of $nil and $54,300, respectively.


9.  REMEDIATION LIABILITY AND ASSET RETIREMENT OBLIGATION


Remediation, reclamation and mine closure costs are based principally on legal and regulatory requirements. Management estimates costs associated with reclamation of mining properties as well as remediation costs for inactive properties. The Company uses assumptions about future costs, capital costs and reclamation costs. Such assumptions are based on the Company’s current mining plan and the best available information for making such estimates. In calculating the present value of the asset retirement obligation the Company used a credit-adjusted risk free interest rate of 4% and a projected mine life of 20 years. On an ongoing basis, management evaluates its estimates and assumptions; however, actual amounts could differ from those based on such estimates and assumptions.


In 2013, the Company accrued an additional $300,000 for the cost of remediation of a mine road and associated disturbance which must be completed by October 2015. The cost of this remediation is additive to the long term asset retirement obligation calculated in previous years.


Changes to the Company’s asset retirement obligation on its Chandalar property are as follows:


  

 

December 31,

December 31,

  

 

2013

2012

Asset Retirement Obligation – beginning balance

 

$              274,854

$              264,282

Incurred

 

-

-

Accretion

 

10,996

10,572

Asset Retirement Obligation - ending balance

 

285,850

274,854

Accrual for environmental remediation

 

350,000

50,000

Total Remediation liability and asset retirement obligation

 

$              635,850

$              324,854


The accrual of $350,000 and $50,000 respectively at December 31, 2013 and 2012 is for anticipated costs to remedy a road and associated disturbance and contamination caused by activities of a previous operator next to an inactive mill site, neither of which was included in the Asset Retirement Obligation computation.



64



TABLE OF CONTENTS

Goldrich Mining Company

(An Exploration Stage Company)

Notes to the Consolidated Financial Statements



10.  INCOME TAXES


The Company did not recognize a tax provision for the years ended December 31, 2013 and 2012.


Following are the components of deferred tax assets and allowances at December 31, 2013 and 2012:


 

2013

2012

Deferred tax assets arising from:

 

 

  Capitalized exploration and development costs

$         284,000

$         416,000

  Unrecovered promotional and exploratory costs

161,000

161,000

  Non-deductible accrued remediation costs

169,000

28,000

  Non-deductible share based compensation

357,000

355,000

  Net operating loss carryforwards

9,592,000

8,789,000

     Total deferred tax assets

10,563,000

9,749,000

Less valuation allowance

(10,563,000)

(9,749,000)

Net deferred tax assets

$                  -

$                  -


Management has determined that it is more likely than not that the Company will realize the benefit of its deferred tax assets. Therefore a valuation allowance equal to 100% of deferred tax asset has been recognized. The deferred tax assets were calculated based on an effective tax rate of 43%.


At December 31, 2013 and 2012, the Company had both federal and state tax-basis net operating loss carryforwards totaling $22.3 million and $20.4 million for each year respectively, which will expire in various amounts from 2019 through 2033.

 

2013

 

2012

 

Federal income tax benefit based on statutory rate

$ (660,000)

34.0%

 $ (628,000)

34.0%

State income tax benefit net of federal taxes

(174,000)

9.0%

(166,000)

9.0%

Nondeductible meals and entertainment

2,000

(0.1)%

5,000

0.3%

Nondeductible expense for options to employees

18,000

(0.9)%

(6,000)

(0.3)%

Increase in valuation allowance

814,000

(41.9)%

795,000

(43.0)%

Total taxes on income (loss)

$              -

-%

$               -

-%


The Company’s tax years from 2011 through 2013 remain open for examination. Management has reviewed the Company’s tax positions and believes that it is more likely than not all positions would be sustained in an audit. Penalties and interest, should any arise, would be deducted as other expense and interest expense, respectively.



65



TABLE OF CONTENTS

Goldrich Mining Company

(An Exploration Stage Company)

Notes to the Consolidated Financial Statements



12. COMMITMENTS AND CONTINGENCIES


The Company has 426.5 acres of patented claims and 22,432 acres of non-patented claims. We are subject to annual claims rental fees in order to maintain our non-patented claims. In addition to the annual claims rental fees due November 30 of each year, we are also required to meet annual labor requirements due November 30 of each year. The Company is able to carry forward costs for annual labor that exceed the required yearly totals for four years. Following are the annual claims and labor requirements for 2014 and 2015.


 

November 30, 2014

November 30, 2015

Claims Rental

$                   69,350

$                    83,570

Annual Labor

61,100

61,100

Yearly Totals

$                 130,450

$                  144,670


The Company has a carryover to 2014 of approximately $14.3 million to satisfy its annual labor requirements. This carryover expires in the years 2014 through 2019 if unneeded to satisfy requirements in those years.


13.

SUBSEQUENT EVENTS


On January 27, 2014, the Company completed a preferred share financing for $200,000, providing 200 shares of Series B preferred shares. These shares are convertible into common shares of the Company at a price equivalent to $0.07 per common share (2,857,142 common shares) and include an equal number of warrants. Each warrant has a five-year term and is exercisable into common shares of the Company at a price of $0.10 per share. The purchaser of the Series B preferred shares has the right for a three-year period to participate in any offerings of the Company’s common shares or securities convertible into or exercisable to obtain common shares where the price per common share is less than $0.07. The purchaser may participate in such future offering by surrendering all of the purchaser’s then outstanding Series B preferred shares and warrants and receiving securities in the future offering with a dollar value equal to the principal amount of preferred shares surrendered.


On January 30, 2014, the Company completed a three-year unsecured senior note financing for approximately $300,000. Per the note agreement, the $300,000 is the first of six staged loans for total aggregate proceeds of $2 million. The three-year unsecured senior note has an interest rate of 15% per annum payable quarterly. The three-year maturity date is measured as of the closing date of each loan in the series. The loans will be issued at a 5% discount and the lender will be issued a pro rata amount of five-year warrants totaling up to 10.5 million shares of common stock of the Company exercisable at a price equal to the greater of $0.15 per common share or the market price per common share on date of issuance of the warrants. The Company has, at its election, the ability to cancel future loans at any time or prepay the loans without penalty. The Lender reserves the right, at its election, to determine whether to fund Loans 2 through 6 in the series. The Company will pay finders’ fees consisting of a 3% cash commission and warrants to purchase shares of common stock of the Company equal to 8% of each loan. The terms of these warrants will be the same as the warrants issued to the lender.




66



TABLE OF CONTENTS



ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE


There have been no disagreements between the Company and its accountants regarding any matter or accounting principles or practice or financial statement disclosures.


ITEM 9A.  CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures


At the end of the period covered by this report, an evaluation was carried out under the supervision of, and with the participation of, the Company’s management, including the President and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a – 15(e) and Rule 15d – 15(e) of the Exchange Act). Based on that evaluation, the President and Chief Financial Officer have concluded that as of the end of the period covered by this Annual Report, the Company’s disclosure controls and procedures were effective in ensuring that information required to be disclosed by the Company in its reports that it files or submits to the SEC under the Exchange Act, is recorded, processed, summarized and reported within the time period specified in applicable rules and forms.


Our President and Chief Financial Officer have also determined that the disclosure controls and procedures are effective to ensure that material information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to our management, including the Company’s President and Chief Financial Officer, to allow for accurate required disclosure to be made on a timely basis.


Management’s Report on Internal Control over Financial Reporting


The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. The Company’s internal control over financial reporting is a process designed under the supervision of its President and Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external reporting in accordance with accounting principles generally accepted in the United States of America (GAAP). Internal control over financial reporting includes those policies and procedures that:


1.

pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;


2.

provide reasonable assurance that the transactions are recorded as necessary to permit preparation of financials states in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with the authorization of management and/or of our Board of Directors; and


3.

provide reasonable assurance regarding the prevention or timely detection of any unauthorized acquisition, use, or disposition of our assets that could have a material effect on our financial statements.


Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness in future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.


Management evaluates the effectiveness of the Company’s internal control over financial reporting using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control – “Integrated Framework.” Management, under the supervision and with the participation of the Company’s President and Chief Financial Officer, assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2013 and concluded that it is effective.




67



TABLE OF CONTENTS



Changes in internal controls over financial reporting


During the quarter ended December 31, 2013, there have been no changes in the Company’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.


ITEM 9B.  OTHER INFORMATION


None.



68



TABLE OF CONTENTS




PART III


ITEM 10.  DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE


Members of the Board of Directors and Executive Officers

Our directors hold office until the next annual meeting of the stockholders and the election and qualification of their successors. Officers are elected annually by the Board of Directors and serve at the direction of the Board of Directors. Each member of the Board of Directors was elected to membership on the Board on November 26, 2013. The Board of Directors held thirteen meetings in 2013 and three meetings in 2012.

James K. Duff resigned from the Board of Directors on February 12, 2013 in conjunction with his retirement. He served as Chairman of the Board until his retirement.

William Orchow served as Chairman of the Board in 2013 after Mr. Duff’s retirement, with Ted R. Sharp serving as Secretary of the Corporation and thereby to the Board of Directors.

Richard R. Walters resigned from the Company as Vice President and Chief Operating Officer effective on January 1, 2011 in conjunction with his retirement. He retired from the Board on April 15, 2013, and remains available to management as a professional geologist on a consulting basis.

The following table and information that follows sets forth, as of December 31, 2013, the names, and positions of our directors and executive officers:

Name

Age

Recent Business and Professional Experience

David S. Atkinson

44

Mr. Atkinson became a Director of the Company on May 7, 2007. Mr. Atkinson spends about 15 hours a month on matters related to Goldrich. He is currently managing FG Investments, a Global Investment Advisor focused on commodities located in the Republic of Mauritius. In April 1999, he co-founded Forza Partners, L.P. and currently serves as portfolio manager. Forza Partners, L.P. is a hedge fund focused on the precious metals sector. In April 1997, he co-founded and, until December 1999, managed Tsunami Partners, LP, a fund located in Fort Worth, Texas. Mr. Atkinson has been an affiliate of the Market Technicians Association (MTA) since March 1994 and received MTA accreditation as a Chartered Market Technician (CMT) in July 2001. Mr. Atkinson received a B.A. in Economics from the University of Texas at Austin.

Charles C. Bigelow

82

Mr. Bigelow has been a director since June 30, 2003. Mr. Bigelow spends approximately 15 hours per month on matters related to Goldrich. He is an economic geologist with a degree in geology from Washington State University (1955). From 1972 to June 2005, he has served as the president of WGM Inc., a private consulting and project management firm of geologists operating in Alaska. During the previous five years, he was also a Director and the President and Chief Executive Officer of Ventures Resource Corporation, a public mineral exploration company listed on the Toronto Ventures Stock Exchange. Mr. Bigelow retired in June 2005 and remains retired.

Kenneth S. Eickerman

55

Mr. Eickerman became a director on March 4, 2004. Mr. Eickerman spends approximately 12 hours per month on matters related to Goldrich. Mr. Eickerman received a B.A. degree in Business Administration from Washington State University and is a Certified Public Accountant. Mr. Eickerman has served as Controller for Revett Minerals Inc., a Canadian mining company trading on the Toronto Stock Exchange, from April 2004 to December 2008, when he became its Chief Financial Officer. From January of 2004 to April of 2004 he was the Chief Financial Officer for Sullivan Homes, Inc, a privately owned construction/reality company in Spokane, WA that builds custom homes and develops commercial properties. From May 2002 to January 2004, he served as Vice President and Controller of Mustang Line Contractors, Inc., a company that builds electric transmission lines. From April 1999 to April 2002, he was the Controller and Treasurer for Apollo Gold, Inc., a production stage Canadian company. Mr. Eickerman is Chairman of the Audit Committee and its designated Financial Expert.

Garrick A. Mendham

53

Mr. Mendham became a consulting director on August 12, 2013 and was appointed director on November 26, 2013. Mr. Mendham spends about 15 hours a month on matters related to Goldrich. Since May 2012 to the present, Mr. Mendham serves as Vice President of Operations and Project Development for RH Mining Resources, a Hong Kong based resources development company. From 2008 to 2012, he served as Director of Technical Services and General Manager of Technical Services for Regent Pacific Group in Hong Kong and Beijing, China, respectively. Regent Pacific is an investment holding company trading on the Hong Kong exchange. From 2006 to 2008, Mr. Mendham served as Manager of Technical Services for Rio Tinto Coal Australia, a subsidiary of Rio Tinto Group. From 2004 to 2006, he served as Manager of Mine Technical for Lihir Management Company in Papua, New Guinea. Prior to 2004, Mr. Mendham served in technical, corporate, planning and mining positions with Rio Tinto, BHP Billiton, Bond Corporation, and Queensland Nickel, including two years working in an Australian 20,000-ounces per year placer operation. Mr. Mendham brings over 30 years of mining experience in operations, technical work, and mining finance for both junior and large mining companies.  Mr. Mendham is the Chairman of the Australasian Institute of Mining and Metallurgy Hong Kong branch. He received a Bachelor of Mine Engineering from the University of New South Wales, a Graduate Diploma in Finance from the Financial Services Institute of Australasia, and holds Mine Manager Certificates in Australia for both New South Wales and Western Australia.

William Orchow

68

Mr. Orchow became a director on July 20, 2004. Mr. Orchow spends approximately 10 hours per month on matters related to Goldrich. He has served as a director of Revett Minerals, Inc., a Canadian company trading on the Toronto Stock Exchange, from September 2003 to June 2009. He also served as President and Chief Executive Officer of Revett Minerals from September 2003 to October 2008. Prior to Revett, Mr. Orchow took time off, from January 2003 to August 2003. From November 1994 to December 2002, Mr. Orchow was President and Chief Executive Officer of Kennecott Minerals Company, where he was responsible for the operation and business development of all of Kennecott’s mineral mines with the exception of its Bingham Canyon mine. From June 1993 to October 1994, he was President and Chief Executive Officer of Kennecott Energy Company, the third largest producer of domestic coal in the United States, and prior to that was Vice President of Kennecott Utah Copper Corporation. Mr. Orchow has also held senior management and director positions with Kennecott Holdings Corporation, the parent corporation of the aforementioned Kennecott entities. He has also been a director and member of the executive committee of the Gold Institute, a director of the National Mining Association and a director of the National Coal Association. Mr. Orchow is currently a member of the board of trustees of Westminster College in Salt Lake City and also a member of the board of trustees and President of the Northwest Mining Association until December 31, 2011. He graduated from the College of Emporia in Emporia, Kansas with a B.S. in business.

Michael G. Rasmussen

68

Dr. Rasmussen became a consulting director on April 15, 2013 and was appointed director on November 26, 2013. Dr. Rasmussen spends about 15 hours a month on matters related to Goldrich. In February 2013 to present, he launched a private consultancy providing geologist services to mining companies, including Goldrich. From 2008 to 2013, Dr. Rasmussen served as the Vice President, Exploration and consulting geologist for Mines Management, Inc, a public company trading on the NYSE and TSX. From 2007 to 2008, he served as Vice President, Exploration for Aztec Metals Corp, and concurrently as consulting geologist for Endeavour Silver Corp, a Canadian public company trading on the NYSE and TSX, and Canarc Gold Corp, a Canadian public company trading on the FINRA OTCBB and TSX, From 2005 to 2007, Dr. Rasmussen served as Vice President, Exploration for Endeavour Silver Corporation and from 2004 to 2005 as Vice President, Exploration for International Wayside Gold Mines Ltd, a Canadian public company trading on the TSX. From 1990 to 2004, he held senior geologist roles at Echo Bay Mines and its parent Kinross Gold Corp, a public company trading on the NYSE and TSX,. Dr. Rasmussen earned a PhD in Economic Geology from the University of Washington and a Master’s Degree in Geological Sciences from Loma Linda University. Dr. Rasmussen is licensed as a Professional Geologist by the Washington State Board of Geologists and the American Institute of Professional Geologists. Dr. Rasmussen has evaluated precious metals prospects and conducted exploration extensively throughout Mexico, Peru, British Columbia, and the western United States, and is credited with the discovery of the Emanuel Creek epithermal gold deposit for Echo Bay Mines.

William V. Schara

57

On October 19, 2009, Mr. Schara was appointed by the Board of Directors as Chief Executive Officer of the Company. From March 14, 2007 to October 19, 2009, Mr. Schara served as Chairman of the Board. Mr. Schara is a Certified Public Accountant, and has a Bachelor of Science Degree in Accounting from Marquette University. Mr. Schara spends fulltime on matters related to Goldrich. He was also appointed to the Company’s Audit Committee on February 13, 2006 and relinquished that position concurrent with his appointment as Chief Executive Officer. From October 2007 to September 2009, Mr. Schara served as President, Chief Executive Officer and Director of Nevoro, Inc., a Canadian company trading on the Toronto Stock Exchange. Beginning December 2004 he was employed as a management consultant for, and then from July 2005 to November 2007 as the Chief Financial officer of Minera Andes Inc., a Canadian development stage mining company listed on the Toronto Ventures Exchange and the FINRA OTCBB exchange. He previously worked for Yamana Gold Inc. and its predecessor companies from July 1995 to September 2003, the last four years of which were in the capacity of Vice President of Finance and Chief Financial Officer. Yamana Gold Inc. is a production stage Canadian public company trading on the Toronto Stock Exchange, the NYSE Amex and the London Alternative Investment Market Exchange. Since September 2004, Mr. Schara has served as a director of Marifil Mines Limited, an exploration stage Canadian public company traded on the Canadian Ventures Exchange. Since October 2003, Mr. Schara has been the owner and operator of BudgetMap, a financial planning system retailer company. Mr. Schara has more than 27 years of experience in finance and accounting with extensive experience in business start-ups, international business, and managing small public companies and mining company joint ventures.

Stephen M. Vincent

65

Mr. Vincent became a consulting director on August 12, 2013 and was appointed director on November 26, 2013. Mr. Vincent spends about 15 hours a month on matters related to Goldrich. Mr. Vincent has over 30 years of experience as a finance specialist. From February 2013 to the present, Mr. Vincent is principal of SMV Enterprises, Inc, providing financing services to clients. From 2005 to 2013, he worked at Northland Securities, providing investment bank services and developing a junior mining investment banking practice. From 1992 to 2004, Mr. Vincent worked at Allison Williams Company, providing structures and securitized financings including leasing and corporate debt. Prior to 1992, he held a range of positions with various companies including Moore Juran and Co., Miller and Schroeder Financial, and Piper Jaffray. His roles have included metals distribution, debt instrument structuring, and private equity financing. Mr. Vincent raised capital for companies developing the copper-nickel mining district of northeastern Minnesota. Mr. Vincent completed strategic equity investments for Duluth Metals Ltd., Franconia Minerals and Encampment Minerals. While at Northland Securities, Mr. Vincent completed a private placement financing for Goldrich in 2010. Mr. Vincent received a Bachelor’s degree in History from Boston College and attended the William Mitchell School of Law.

Ted R. Sharp

57

Mr. Sharp was appointed as our Chief Financial Officer, Secretary, and Treasurer effective March 2006. We have entered into a management consulting contract with Mr. Sharp, engaging him and his firm on a part-time basis. Mr. Sharp spends approximately 40% of his business hours each month on matters related to Goldrich. Mr. Sharp is a Certified Public Accountant, and has Bachelor of Business Administration Degree in Accounting from Boise State University. Since 2003, he has been President of Sharp Executive Associates, Inc., a privately-held accounting firm providing Chief Financial Officer services to clients. Concurrent with his position with Goldrich, from July 2012 through the present, Mr. Sharp is a principal and serves part-time as Chief Executive and Financial Officer of US Calcium LLC, a privately-held natural resource company. In the past, concurrent with his position with Goldrich, from May 2011 through January 2012, Mr. Sharp served part-time as Chief Financial Officer of Gryphon Gold Corporation, a natural resource company trading on the FINRA OTCBB, and from September 2008 through November 2010, Mr. Sharp served part-time as Chief Executive Officer, President and Chief Financial Officer of Texada Ventures, Inc, a natural resource exploration company trading on the FINRA OTCBB. Also concurrent with his position with Goldrich, from November of 2006 to June 2009, Mr. Sharp served part-time as Chief Financial Officer of Commodore Applied Technologies, Inc., an environmental solutions company trading on the FINRA OTCBB. Prior to 2003, he worked for 14 years in positions of Chief Financial Officer, Managing Director of European Operations and Corporate Controller for Key Technology, Inc., a publicly-traded manufacturer of capital goods. Mr. Sharp has more than 30 years of experience in treasury management, internal financial controls, SEC reporting and Corporate Governance.


Arrangements between Directors and Officers

 

To our knowledge, there is no arrangement or understanding between any of our officers and any other person pursuant to which the officer was selected to serve as an officer.


Family Relationships


There are no family relationships between, or among any of our directors or executive officers.


Code of Ethics


The Board of Directors considers and implements our business and governance policies.

On November 7, 2005, our Board of Directors adopted a Code of Business Conduct and Ethics for directors, officers and executive officers of Goldrich Mining Company and its subsidiaries and affiliates. All our directors and employees have been provided with a copy of the Code, and it is posted on our website at www.goldrichmining.com. The document is intended to provide guidance for all directors and employees (including officers) and other persons who may be considered associates of the company to deal ethically in all aspects of its business and to comply fully with all laws, regulations, and company policies. If we make any amendments to this Code other than technical, administrative or other non-substantive amendments, or grant any waivers, including implicit waivers, from a provision of the Code to our chief executive officer, or chief financial officer, we will disclose the nature of the amendment or waiver, its effective date and to whom it applies on our website. A copy of the Code will be sent without charge to anyone requesting a copy by contacting us at our principal office.

The Code is in addition to other detailed policies relevant to business ethics that we may adopt from time to time.



73



TABLE OF CONTENTS



Insider Trading Policy


We adopted an Insider Trading Policy on February 13, 2006. The policy defines an “insider” as a person who possesses, or has access to, material information concerning us that has not been fully disclosed to the public. Any employee, officer or director who believes he or she would be regarded as an insider who is contemplating a transaction in our stock must contact our CEO or CFO prior to executing the transaction to determine if he or she may properly proceed. In addition, all officers, directors and employees listed within the policy are prohibited from trading in our securities except during limited trading windows defined within the policy. Our Insider Trading Policy is posted on our website at www.goldrichmining.com

Committees of the Board of Directors

The Board of Directors has an Audit Committee, a Compensation Committee, a Corporate Governance and Nominating Committee, a Technical Committee, an Operating Committee, and a Financing Committee.

Audit Committee

The Corporation has a separately designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Exchange Act. The members of the Audit Committee during 2013 were Mr. Eickerman, Mr. Orchow, Mr. Duff until his retirement from the Board and Mr. Vincent. Mr. Eickerman is the Chairman of the Committee. Each of the Directors is considered “independent” as defined under Rule 5605(c)(2) of the NASDAQ listing rules and under Rule 10A-3 of the Exchange Act. The Committee operates under a formal written charter approved by the Committee and adopted by the Board of Directors. The Audit Committee held four meetings during the year ended December 31, 2012 and four meetings in 2013. The responsibilities of the Audit Committee include monitoring compliance with Company policies and applicable laws and regulations, making recommendations to the full Board of Directors concerning the adequacy and accuracy of internal systems and controls, the appointment of auditors and the acceptance of audits, and monitoring management's efforts to correct any deficiencies discovered in an audit or supervisory examination.

Compensation Committee

During 2013, Mr. Eickerman, Mr. Vincent, Mr. Orchow and Mr. Duff until his retirement from the Board were members of the Compensation Committee; this Committee does not have a charter. Mr. Vincent is the Chairman of the Committee. This Committee receives and considers recommendations from the Chief Executive Officer for compensation for consultants, management and the Directors. Compensation matters regarding Mr. Schara and Mr. Sharp are recommended to the Board of Directors for their consideration. The Committee also is responsible for the administration of all awards made by the Board of Directors pursuant to the Restated 2008 Equity Incentive Plan (the “Plan”). The Compensation Committee makes recommendations to the Board of Directors regarding administration of the Plan. The Board of Directors, however, administers the Plan. The Company does not use compensation consultants. This Committee held one meeting in 2013 and none in 2012.

Corporate Governance and Nominating Committee

The Corporate Governance and Nominating Committee is composed of Mr. Orchow, Mr. Atkinson, Mr. Schara and Mr. Walters until his retirement from the Board. Mr. Orchow is the Chairman of this Committee. This Committee adopted a Charter at a meeting held May 7, 2007. The Charter does not include a policy with regard to consideration of director candidates recommended by shareholders. The Committee believes that it is in a better position than the average shareholder to locate and select qualified candidates for the Board of Directors, as the Company is a small gold exploration company that requires its directors to have knowledge regarding the risks and opportunities in the gold mining industry. The Committee did not hold any meetings in 2012 and held one meeting in 2013.

Technical Committee



74



TABLE OF CONTENTS



The Technical Committee is composed of Mr. Rasmussen, Mr. Mendham, and Mr. Bigelow. Mr. Rasmussen is the Chairman of this Committee. This Committee does not have a charter. The Committee was created in 2013 and held no meetings in 2013.

Operating Committee

The Operating Committee is composed of Mr. Schara, Mr. Orchow, and Mr. Mendham. Mr. Schara is the Chairman of this Committee. This Committee does not have a charter. The Committee was created in 2013 and held no meetings in 2013.

Financing Committee

The Financing Committee is composed of Mr. Schara, Mr. Orchow, Mr. Vincent, and Mr. Atkinson. Mr. Schara is the Chairman of this Committee. This Committee does not have a charter. The Committee was created in 2013 and held no meetings in 2013.

Financial Expert

Kenneth S. Eickerman is Chairman of the Audit Committee and its designated Financial Expert as set forth in Item 401 of Regulation S-K, as promulgated by the SEC. Mr. Eickerman is independent as defined under Rule 5605(c)(2) of NASDAQ listing rules and under Rule 10A-3 of the Exchange Act.

Recommendation to the Board of Directors

There have been no changes in the Company’s procedures by which shareholders of the Company may recommend nominees to the Company’s Board of Directors.

Legal Proceedings, Cease Trade Orders and Bankruptcy


As of the date of this Annual Report, no director or executive officer of our Company and no shareholder holding more than 5% of any class of our voting securities, or any associate of any such director, officer or shareholder is a party adverse to us or any of our subsidiaries or has an interest adverse to us or any of our subsidiaries.

During the past ten years, no director, director nominee or executive of Goldrich has:


(a)

filed or has had filed against such person, a petition under the U.S. federal bankruptcy laws or any state insolvency law, nor has a receiver, fiscal agent or similar officer been appointed by a court for the business or property of such person, or any partnership in which such person was a general partner, at or within two years before the time of filing, or any corporation or business association of which such person was an executive officer, at or within two years before such filings;


(b)

been convicted or pleaded guilty or nolo contendere in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offences);


(c)

been the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting such person's activities in any type of business, securities, trading, commodity or banking activities;


(d)

been the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any U.S. federal or state authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any type of business, securities, trading, commodity or banking activities, or to be associated with persons engaged in any such activity;




75



TABLE OF CONTENTS



(e)

been found by a court of competent jurisdiction in a civil action or by the U.S. Securities and Exchange Commission, or by the U.S. Commodity Futures Trading Commission to have violated a U.S. federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;


(f)

been the subject of, or a party to, any U.S. federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of: (i) any U.S. federal or state securities or commodities law or regulation; or (ii) any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or (iii) any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or


(g)

been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C.78c(a)(26)), any registered entity (as defined in Section 1(a)(29) of the U.S.  Commodity Exchange Act (7 U.S.C.1(a)(29)), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.


Section 16(a) Beneficial Ownership Reporting Compliance


Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the Company’s officers, directors, and persons who beneficially own more than 10% of the Company’s common stock (“10% Stockholders”), to file reports of ownership and changes in ownership with the SEC. Such officers, directors, and 10% Stockholders are also required by SEC rules to furnish us with copies of all Section 16(a) forms that they file.


Based solely on our review of the copies of such forms received by us, or written representations from certain reporting persons, we believe that during fiscal year ended December 31, 2013, all filing requirements applicable to its officers, directors and greater than 10% beneficial owners were complied with.



76



TABLE OF CONTENTS




ITEM 11.  EXECUTIVE COMPENSATION


Executive Compensation Agreements and Summary of Executive Compensation


William V. Schara, Principal Executive Officer:

We entered into an employment arrangement with William V. Schara on October 19, 2009 in conjunction with his appointment as our Chief Executive Officer. Mr. Schara is a Certified Public Accountant, and has a Bachelor of Science Degree in Accounting from Marquette University. His annual salary was fixed at $180,000 and 750,000 options to purchase our common stock were issued to him, with 250,000 vesting immediately, 250,000 vesting on October 19, 2010 and 250,000 vesting on October 19, 2011. Mr. Schara has a three-year employment contract that is renewed and reviewed on an annual basis by the Board of Directors for appropriate changes in salary, benefits or other employment matters. Mr. Schara voluntarily elected to defer a portion of his salary until such time as the Company had sufficient cash to pay it and did not receive a salary until November 2010. At December 31, 2013 a total of $115,000 of deferred salary has been accrued and included in payable to related parties, $85,000 was paid subsequent to the quarter end. Additionally, Mr. Schara paid corporate expenses during 2012 totaling $21,000 with his personal credit card, constituting interest-bearing loans to the Company which were paid during the year-ending December 31, 2013.

Ted R. Sharp, Principal Financial Officer:

We entered into a written Independent Contractor Agreement, effective March 1, 2006, with Sharp Executive Associates, Inc. and the owner of that firm, Ted R. Sharp CPA, for Mr. Sharp to act as a Management Consultant to serve as Secretary, Treasurer and Chief Financial Officer and to provide through his extended staff and firm all services typical of an accounting department for a small company. Mr. Sharp is a Certified Public Accountant and his firm is an independent contractor, with business management and consulting interests with other companies that are independent of the consulting agreement he currently has in place with the Company. The term of the original Agreement was through December 31, 2006, and paid Mr. Sharp $7,500 per month as consideration for the performance of services. On January 18, 2007, the Board of Directors extended Mr. Sharp’s Agreement for one year and increased the fee to $8,250 per month. On February 15, 2008, the Board of Directors extended Mr. Sharp’s Agreement for one year, retroactive to January 1, 2008, and increased the fee to $9,075 per month, with opportunity to review and modify the fee on a quarterly basis due to potential wide variability in the ongoing activities of the Company. On January 7, 2009, the Board of Directors extended Mr. Sharp’s Agreement for one year, retroactive to January 1, 2009, removing the monthly fee and adding terms that would allow Mr. Sharp to bill the activities performed by members of his firm at hourly rates. This was done to recognize the expectation of reduced financial activities due to the limited cash resources of the Company and resulting reduced exploration activities. In February 2010, Mr. Sharp verbally agreed to continue to perform services for the Company under the terms of the 2009 contract until we were successful in securing financing in 2010. In 2010, we hired an internal accountant to provide normal accounting functions for the Company and the use of Mr. Sharp’s staff was eliminated. Fees paid to Mr. Sharp’s firm subsequent to this date are for Mr. Sharp’s services only. When the ability to pay under a renewed agreement is assured, the terms of the contract will be reviewed and renewed. Either party may terminate the Agreement upon 15 days written notice. Mr. Sharp also will be reimbursed for reasonable expenses previously approved by us. Mr. Sharp is not an employee and serves on a part time basis. At December 31, 2013 a total of $17,556 has been accrued and included in payable to related parties, $11,000 was paid subsequent to quarter end.

Executive Compensation and Related Information


Summary Compensation Table

A summary of cash and other compensation paid in accordance with management consulting contracts for our Principal Executive Officer and the other named executives for the most recent two fiscal years is as follows:





77



TABLE OF CONTENTS





Summary Compensation Table

Name (1)

and

Principal Position


Year

Salary

($)

Bonus

($)

Stock

Awards

($)

Option

Awards

($)

All other

Comp.


Total

(a)

(b)

(c)

(d)

(e)

(f)

(i)

(j)

William V. Schara (2)

2013

180,000

-

-

-

-

180,000

     Principal Executive Officer

2012

180,000

-

-

-

-

180,000

Ted R. Sharp

2013

43,519

-

-

-

-

43,519

     Principal Financial Officer

2012

57,944

-

-

-

-

57,944


(1)

No other executive or person earned more than $100,000 for the year. Columns for certain forms of compensation have been omitted from the table because no compensation was paid for those forms of compensation during the period reported.

(2)

Beginning in October 2012, Mr. Schara elected to defer a portion of his salary until the Company is successful in securing financing sufficient to fund future operations. Of these totals, $115,000 and $56,500 was deferred and is included in related party deferred compensation in the Company’s Balance Sheet for December 31, 2013 and 2012, respectively.


Material factors necessary to an understanding of the compensation in this table are set forth in the description of the compensation agreements. No performance targets or grants were modified or waived during the last fiscal year.


Outstanding Equity Awards at Fiscal Year-end (2013)

Option Awards

Stock Awards

Name

Number of Securities Underlying Unexercised Options (1)

(#) Exercisable


Number of Securities Underlying Unexercised Options

(#) Unexercisable

Equity Incentive Plan Awards: Number of Securities Unexercised Unearned Options

(#)

Option Exercise Price

($)

Option Expiration Date

Number of Shares or Units of Stock That Have Not Vested

(#)

Market Value of Shares or Units of Stock That Have Not Vested

($)

Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested

(#)

Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested

($)

(a)

(b)

(c)

(d)

(e)

(f)

(g)

(h)

(i)

(j)

William V. Schara

Principal Executive

Officer

750,000

 50,000

0

0

0

0

$0.405

$0.65

Oct 19, 2019

Mar 29, 2016

0

0

0

0

0

0

0

0

Ted R. Sharp

Principal Financial Officer

 50,000

0

0

$0.40

Mar 1, 2016

0

0

0

0


Retirement, Resignation or Termination Plans

With the exception of the following, we sponsor no plan, whether written or verbal, that would provide compensation or benefits of any type to an executive upon retirement, or any plan that would provide payment for retirement, resignation, or termination as a result of a change in control of our Company or as a result of a change in the responsibilities of an executive following a change in control of our Company.

The employment plan for Mr. Schara includes a two-year severance provision (or a three-year provision under a change in control), wherein the Company would be required to pay him a lump-sum severance equal of two years (or three years under a change of control) of his annual salary at termination due to reasons other than termination for cause.

Director Compensation

The Directors receive $500 for each board meeting and $300 for each committee meeting. Any officer who is also a board member does not receive fees for service on the board.

Stock Awards and Option Awards were made under our Restated 2008 Equity Incentive Plan. The fair values were computed in accordance with ASC 718. The grant, vesting and forfeiture information and assumptions made in



78



TABLE OF CONTENTS



valuation may be found in Note 8 to our consolidated financial statements for the year ended December 31, 2013 included in this Annual Report on Form 10-K. Grants to officers and directors under the 2008 Equity Incentive Plan are made as partial compensation for services rendered as well as to retain qualified persons in those positions and provide incentive for involvement and performance. Aggregate awards outstanding at December 31, 2013 are included in the Beneficial Ownership table and notes below.

Director Compensation (2013)

Name

Fees Earned or Paid in Cash

($) (1)

Stock Awards

($) (2)

Option Awards

($) (2)

Non-Equity Incentive Plan Compensation

($)

Non-Qualified Compensation Earnings

($)

All Other Compensation

($)

Total

($)

(a)

(b)

(c)

(d)

(e)

(f)

(g)

(h)

David S. Atkinson(3)

6,800

0

0

0

0

0

6,800

Charles G. Bigelow(4)

6,500

0

0

0

0

0

6,500

James K. Duff(5)

500

0

0

0

0

0

500

Kenneth S. Eickerman(6)

7,700

0

0

0

0

0

7,700

Garrick A. Mendham(9)

3,500

3,000

3,400

0

0

0

9,900

William Orchow(7)

8,300

0

0

0

0

0

8,300

Michael G. Rasmussen(10)

4,500

3,000

2,900

0

0

0

10,400

Stephen M. Vincent(11)

4,100

3,000

3,400

0

0

0

10,500

Richard Walters(8)

2,300

0

0

0

0

0

2,300


(1)

The Directors receive $500 for each board meeting and $300 for each committee meeting.

(2)

Stock Awards and Option Awards, when made, are made under our 2008 Equity Incentive Plan. The fair values were computed in accordance with ASC 718.

(3)

Mr. Atkinson holds no options to purchase shares of common stock.

(4)

Mr. Bigelow holds options to purchase a total of 355,000 shares of common stock, all of which are vested.

(5)

Mr. Duff holds options to purchase a total of 355,000 shares of common stock, all of which are vested.

(6)

Mr. Eickerman holds options to purchase a total of 250,000 shares of common stock, all of which are vested.

(7)

Mr. Orchow holds options to purchase a total of 300,000 shares of common stock, all of which are vested.

(8)

Mr. Walters holds options to purchase a total of 400,000 shares of common stock, all of which are vested.

(9)

Mr. Mendham holds options to purchase a total of 50,000 shares of common stock, all of which are vested.

(10)

Mr. Rasmussen holds options to purchase a total of 50,000 shares of common stock, all of which are vested.

(11)

Mr. Vincent holds options to purchase a total of 50,000 shares of common stock, all of which are vested.



ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS


The following table sets forth certain information regarding the beneficial ownership of shares of our common stock as of December 31, 2013 by:

i.

each director and nominee for director;

ii.

each of our executive officers named in the Summary Compensation Table under "Executive Compensation and Related Information" (the "Named Executive Officers");

iii.

all our executive officers and directors as a group, and, based on currently available Schedules 13D and 13G filed with the SEC, the beneficial owners of more than 5% of our common stock.








79



TABLE OF CONTENTS







Title of Class


Name of Beneficial Owner


Address

Amount and Nature of

 Beneficial Ownership

 


Percent

of Class (1)

Directors and Named Executive Officers

Common Stock

David S. Atkinson, Director

3466 NW Bryce Canyon Lane

Bend, OR 97701

8,126,953

(10)

8.41%

Common Stock

Charles G. Bigelow, Director

11562 Discovery Heights Ct

Anchorage, AK 99515

470,000

(2)(3) (5)

*

Common Stock

Kenneth S. Eickerman, Director

6717 S. Mayflower Rd.

Spokane, WA 99224

300,000

(3)(6)

*

Common Stock

Garrick A. Mendham, Director

PO Box 668

Kingsford, NSW 2032

Australia

776,189

(14)

*

Common Stock

William Orchow, Chairman, Director

67 P Street

Salt Lake City, UT 84103

503,333

(3)(6)

*

Common Stock

Michael G. Rasmussen, Director

17412 N. Meadowview Ln.

Nine Mile Falls, WA 99026

100,000

(4)

*

Common Stock

William V. Schara, Chief Executive Officer, Director

3221 S. Rebecca

Spokane, WA 99223

2,190,833

(9)

2.28%

Common Stock

Ted R. Sharp, Secretary, Treasurer and Chief Financial Officer

714 Whisperwood Ct.

Nampa, ID 83686

598,182

(8)

*

Common Stock

Stephen M. Vincent, Director

255 Maple Hill Rd.

Hopkins, MN 55343

538,753

(15)

*

Common Stock

Dr. Michael James, Owner of Joint Venture partner, NyacAU LLC

1634 West 13 th Avenue

Anchorage, AK  99501

2,664,864

(13)

2.79%

Common Stock

All current executive officers and directors as a group

16,269,107  

(7)

16.60%

5% or greater shareholders

 

 

 

 

Common Stock

Forza Partners, L.P.

1574 NW Crossing Dr., Suite 205

Bend, OR 97708

8,126,953

(10)

8.41%

Common Stock

Nicholas Gallagher

5 Churchfields

The K Club, Straffan

Kildare, Ireland

8,891,663

(11)

9.11%

Common Stock

Regent Pacific Group Ltd

Suite 1001, Henley Building

5 Queen’s Road Central

Hong Kong

31,592,714

(12)

28.22%

*Less than 1%.


(1)

This table is based upon information supplied by officers and directors. Unless otherwise indicated in the footnotes to this table and subject to community property laws where applicable, the Company believes that each of the stockholders named in this table has sole voting and investment power with respect to the shares indicated as beneficially owned. Applicable percentages are based on 95,656,719 shares outstanding on December 31, 2013, adjusted on a partially diluted basis for each shareholder as required by rules promulgated by the SEC.

(2)

Includes 5,000 shares of common stock acquirable upon exercise of vested options exercisable before March 3, 2014.

(3)

Includes 50,000 shares of common stock acquirable upon exercise of vested options exercisable before December 31, 2014.

(4)

Includes 50,000 shares of common stock acquirable upon exercise of vested options exercisable before July 7, 2023.

(5)

Includes 300,000 shares of common stock acquirable upon exercise of vested options exercisable before August 27, 2018.

(6)

Includes 250,000 shares of common stock acquirable upon exercise of vested options exercisable before August 27, 2018.

(7)

Includes shares of common stock acquirable upon exercise of vested options exercisable described in footnotes (2) through (6), (9), (10) and (13).

(8)

Includes 50,000 shares of common stock acquirable upon exercise of options exercisable before May 1, 2016, 80,000 shares of common stock acquirable upon exercise of Class H warrants and 80,000 shares of common stock acquirable upon exercise of Class I warrants. Both classes of warrants are exercisable before May 27, 2016.

(9)

Includes 50,000 shares of common stock acquirable upon exercise of vested options exercisable before March 29, 2016 and 750,000 vested shares of common stock acquirable upon exercise of vested options exercisable before October 19, 2019. Also includes 255,000 shares of common stock acquirable upon exercise of Class H warrants and 255,000 shares of common stock acquirable upon exercise of Class I warrants. Both classes of warrants are exercisable before May 27, 2016.

(10)

 Mr. Atkinson is general partner and holds positions as director and general manager of Forza Partners, L.P. and Forza Partners II, L.P., which combined are greater than 5% shareholders. Mr. Atkinson is the sole investment decision maker for Forza Partners, L.P. and Forza Partners II, L.P. The shares total includes 300,000 shares of common stock held personally by Mr. Atkinson, 5,873,999 held for the account of Forza Partners II, and 926,468 held for the account of Forza Partners L.P. Mr. Atkinson is also a director to the Company. Also includes 100,018 shares of common stock acquirable upon exercise of Class E warrants exercisable before March 31, 2014, 463,234 shares of common stock acquirable upon exercise of Class I warrants, 463,234 shares of common stock acquirable upon exercise of Class J warrants. The Class I and Class J warrants are exercisable before July 29, 2016. Because of Mr. Atkinson’s position as director and as general manager of Forza Partners, L.P. and Forza Partners II, L.P., which combined are greater than 5% shareholders, the shares beneficially owned by Mr. Atkinson are listed twice in the table.

(11)

Includes 4,100,000 shares of common stock, held personally by Nicholas Gallagher and 2,791,663 shares of common stock, 900,000 shares of common stock acquirable upon conversion of 150,000 shares of Series A Preferred stock, 100,000 shares of common stock acquirable upon exercise of Class E warrants, which are exercisable before June 3, 2014, 500,000 shares of common stock acquirable upon exercise of Class I warrants, and 500,000 shares of common stock acquirable upon exercise of Class J warrants, all held for the account of NGB Nominees Limited. The Class I and Class J warrants are exercisable before July 29, 2016. All warrants, preferred stock and notes payable in gold are exercisable and convertible within 60 days of the date of this report.

(12)

Includes 15,281,427 shares of common stock, 2,702,023 shares of common stock acquirable upon exercise of Class H warrants, 8,155,643 shares of common stock acquirable upon exercise of Class I warrants and 5,453,621 shares of common stock acquirable upon exercise of Class J warrants. Class H warrants are exercisable before May 27, 2016. Class I and J warrants are exercisable before November 23, 2016.



80



TABLE OF CONTENTS



(13)

Dr. James is owner and manager of Nyac Mining LLC, the parent of NyacAU LLC, our joint venture partner. The shares total includes 2,364,864 shares of stock owned by Nyac Mining LLC and 300,000 shares of common stock acquirable upon exercise of vested options exercisable before May 2, 2017 owned personally by Dr. James.

(14)

Includes 50,000 shares of common stock acquirable upon exercise of options exercisable before August 12, 2023, 119,047 shares of common stock acquirable upon exercise of Class H warrants and 119,047 shares of common stock acquirable upon exercise of Class I warrants. Both classes of warrants are exercisable before April 8, 2016.

(15)

Includes 50,000 shares of common stock acquirable upon exercise of options exercisable before August 12, 2023, 48,714 shares of common stock acquirable upon exercise of Class H warrants, 84,428 shares of common stock acquirable upon exercise of Class I warrants and 25,714 shares of common stock acquirable upon exercise of Class J warrants. All warrants are exercisable before July 29, 2016.


With the exception of the following, each class of warrants contains provisions that restrict exercise of the warrants if the holder’s beneficial ownership would exceed 9.99% of the Company’s common stock as a result of the exercise. Regent Pacific Group Ltd. has a waiver of this limitation.

We have no knowledge of any other arrangements, including any pledge by any person of our securities, the operation of which may at a subsequent date result in a change in control of our company.

We are not, to the best of our knowledge, directly or indirectly owned or controlled by another corporation or foreign government.


ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE


In October 2009, we employed one of our existing directors, Mr. Schara, to serve as our President and Chief Executive Officer. In connection with his employment the Company issued 750,000 options as described in Note 9 to our consolidated financial statements contained in Item 8 of this Annual Report. Subsequent to 2012, those options were canceled and reissued under the same terms, except the life of the new options is now 6 years and 8 months, effectively resulting in a total option life of 10 years, similar to the lives of options granted to other officers and directors. In 2012, similar to 2010, the Chief Executive Officer elected to defer a portion of his salary until we are successful in securing financing sufficient to fund future operations. At December 31, 2013 a total of $115,000 of deferred salary has been accrued and included in payable to related parties, with $85,000 paid subsequent to the quarter end. Additionally, Mr. Schara paid corporate expenses during 2012 totaling $21,000 with his personal credit card, constituting interest-bearing loans to the Company, which was paid during the year-ended December 31, 2013.


At December 31, 2013, $17,556 has been accrued for fees due to Mr. Sharp, the Company’s Chief Financial Officer for services performed in 2013 with $11,000 paid subsequent to the year ended December 31, 2013.


A total of $65,900 has been accrued for directors and related party consultants, of which $47,200 was accrued during the year ended December 31, 2013.


Director Independence

Our Board of Directors has analyzed the independence of each director and nominee and has determined that the members of our Board of Directors listed below are independent as that term is defined under Rule 5605(a)(2) of the NASD listing rules. Each director is free of relationships that would interfere with the individual exercise of independent judgment. Based on these standards, the Board determined that each of the following non-employee directors, including nominated and continuing directors, is independent and has no relationship with us, except as a director and shareholder:

·

Charles G. Bigelow

·

Kenneth S. Eickerman

·

William Orchow

·

Michael G. Rasmussen

·

Stephen M. Vincent

·

Garrick A. Mendham



81



TABLE OF CONTENTS




ITEM 14.  PRINCIPAL ACCOUNTING FEES AND SERVICES


The Board of Directors selected DeCoria, Maichel & Teague, P.S., 7307 N. Division, Suite 222, Spokane, WA 99208 as the independent registered public accounting firm to examine the consolidated financial statements of the Company and its subsidiary for the fiscal year ending December 31, 2013. DeCoria, Maichel & Teague, P.S. have audited the financial statements of the Company since the fiscal year ended December 31, 2003.

The following table summarizes the fees that DeCoria, Maichel and Teague, P.S. charged the Company for the listed services during 2013 and 2012:


Type of fee:

2013

2012

 

Description

 

 

 

 

 

Audit fees:

$42,951

$40,000

 

Services in connection with the audit of the annual financial statements and the review of the financial statements included in our reports on Forms 10-Q and 10-K.

Audit related fees:

-0-

-0-

 

For assurance and related services that were reasonably related to the performance of the audit or review of financial statements and not reported under “Audit Fees”.

Tax fees:

-0-

-0-

 

 

All other fees

 2,675

 4,900

 

 

    Total

$45,626

$44,900

 

 


All of the services described above were approved by the Audit Committee.

The Audit Committee is responsible for appointing, setting compensation for and overseeing the work of the independent registered public accounting firm. The Audit Committee requires its pre-approval of all audit and permissible non-audit services provided by the independent registered public accounting firm. The Audit Committee considers whether such services are consistent with the rules of the SEC on auditor independence.



82



TABLE OF CONTENTS



PART IV


ITEM 15.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES


Other than contracts made in the ordinary course of business, the following are the material contracts that we have entered into within the two years preceding the date of this Form 10-K:

(a)     Exhibits

Exhibit

Number


Description

 

 

3.1

Amended and Restated Articles of Incorporation, incorporated by reference to Appendix C of the Company’s Definitive Proxy Statement on Schedule 14A (001-06412), as filed on October 23, 2103

3.2 (1)

Amended Bylaws

4.1

Statement of Designation of Shares of Series A Preferred Stock, dated November 30, 2008, incorporated by reference to exhibit 4.1 to Form S-1/A (333-140899), as filed January 6, 2009

4.2

Form of Class F Warrant, incorporated by reference to exhibit 10.4 to Form 8-K (001-06412), as filed April 1, 2010

4.3

Form of Class F-2 Warrant, incorporated by reference to exhibit 10.44 to Form S-1 (333-171550), as filed January 4, 2011

4.4

Form of Class G Warrant incorporated, by reference to exhibit b to exhibit 10.1 to Form 8-K (001-06412), as filed December 29, 2010

4.5

Form of Class G Warrant, incorporated by reference to exhibit b to exhibit 10.1 to Form 8-K (001-06412), as filed December 29, 2010

4.6

Form of Class H Warrant, incorporated by reference to exhibit 4.6 to Form S-1/A (333-171550), as filed June 3, 2011

4.7

Form of Class I Warrant, incorporated by reference to exhibit 4.7 to Form S-1/A (333-171550), as filed June 3, 2011

4.8

Form of Class J Warrant, incorporated by reference to exhibit 4.8 to Form S-1/A (333-171550), as filed September 8, 2011

4.9

Form of Class K Warrant issued with Notes payable in gold dated March 13, 2013

4.10

Statement of Designation of Shares of Series B Preferred Stock, incorporated by reference to exhibit 3.1 the Current Report on Form 8-K, as filed January 27, 2014

4.11

Form of Class L Warrant, incorporated by reference to exhibit 4.1 to the Current Report on Form 8-K, as filed January 27, 2014

4.12

Form of Class M Warrant

10.1

Goldrich Mining Company 2008 Equity Incentive Plan, incorporated by reference to Appendix B to Form DEF 14A (001-06412), as filed April 16, 2008

10.2

Independent Contractor Agreement, dated as of January 1, 2009, among Goldrich Mining Company, Ted Sharp, CPA and Sharp Executive Associates, Inc., incorporated by reference to exhibit 10.36 to Form 10-K (001-06412), as filed April 3, 2009

10.3

Oral agreement to extend Independent Contractor Agreement, dated February 10, 2010, among Goldrich Mining Company, Ted R. Sharp, CPA and Sharp Executive Associates, Inc., incorporated by reference to exhibit 10.38 to Form 10-K (001-06412), as filed April 6, 2010

10.4

Employment Agreement, dated as of December 20, 2010, between Goldrich Mining Company and William V. Schara, incorporated by reference to exhibit 10.46 to Form S-1 (333-171550), as filed January 4, 2011

10.5

Form of Alluvial Gold Forward Sales Contract Conversion Agreement, incorporated by reference to exhibit 10.1 to Form 8-K (001-06412), as filed February 8, 2011

10.6

Form of First Amendment to Alluvial Gold Forward Sales Contract, incorporated by reference to exhibit 10.2 to Form 8-K (001-06412), as filed February 8, 2011

10.7

Form of Fine Gold Forward Sales Contract Conversion Agreement - October 2010 Delivery, incorporated by reference to exhibit 10.3 to Form 8-K (001-06412), as filed February 8, 2011

10.8

Form of Fine Gold Forward Sales Contract Conversion Agreement - October 2011 Delivery, incorporated by reference to exhibit 10.4 to Form 8-K (001-06412), as filed February 8, 2011

10.9

Form of Binding Letter of Intent dated April 3, 2012, incorporated by reference to exhibit 99.1to the Form 8-K (001-06412), as filed April 10, 2012

10.10

Definitive Operating Agreement dated April 2, 2012, incorporated by reference to exhibit 10.1 for the Form 8-K (001-06412), as filed May 10, 2012

10.11

Mining Claims and Lease Assignment Agreement dated April 2, 2012, incorporated by reference to exhibit 10.2 for the Form 8-K (001-06412), as filed May 10, 2012

10.12

Form of Alluvial Gold Forward Sales Contract for Notes payable in gold dated March 13, 2013

10.13 (1)

Form of Note Purchase Agreement by and between the Company and Gold Rich Asia Investment Limited dated effective January 24, 2014

10.14 (1)

Form of Note by and between the Company and Gold Rich Asia Investment Limited

10.15 (1)

Form of Finder’s Agreement dated effective January 24, 2014

10.16 (1)

Addendum to Note Purchase Agreement dated January 29, 2014

10.17 (1)

Form of Guaranty dated January 24, 2014

23.1 (1)

Consent of James C. Barker, a Certified Professional Geologist

23.2 (1)

Consent of Robert B. Murray, a Certified Professional Geologist

23.3 (1)

Consent of Jeffrey O. Keener, contract geologist, President of Metalogeny, Inc.

23.4 (1)

Consent of Jeffrey O. Keener, contract geologist, owner of Norwand Enterprize

31.1 (1)

Certification of the Chief Executive Officer pursuant to Rule 13a-14 of the Exchange Act

31.2 (1)

Certification of the Chief Financial Officer pursuant to Rule 13a-14 of the Exchange Act

32.1 (1)

Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2 (1)

Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

95.1 (1)

Mine Safety Disclosure pursuant to Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act

101.INS (1)

XBRL Instance Document

101.SCH (1)

XBRL Taxonomy Extension Schema Document

101.CAL (1)

XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF (1)

XBRL Taxonomy Extension Definition Linkbase Document

101.LAB (1)

XBRL Taxonomy Extension Label Linkbase Document

101.PRE (1)

XBRL Taxonomy Extension Presentation Linkbase Document


(1)

Filed herewith.



83



TABLE OF CONTENTS



SIGNATURES


In accordance with Section 13 or 15(d) of the Exchange Act, we caused this report to be signed on our behalf by the undersigned thereunto duly authorized.



GOLDRICH MINING COMPANY



By:     /s/ William V. Schara      

William V. Schara, Chief Executive Officer, Principal Executive Officer


Date:  April 14, 2014


In accordance with Section 13 or 15(d) of the Exchange Act, we caused this report to be signed on our behalf by the undersigned thereunto duly authorized.


GOLDRICH MINING COMPANY



By:      /s/ Ted R. Sharp              

Ted R. Sharp, Chief Financial Officer, Principal Accounting Officer


Date:  April 14, 2014


In accordance with the Exchange Act, this report has been signed below by the following persons on our behalf and in the capacities and on the dates indicated.


Date:

April 14, 2014

              /s/ David S. Atkinson                               

David S. Atkinson, Director


Date:

April 14, 2014

            /s/ Charles G. Bigelow                               

Charles G. Bigelow, Director


Date:

April 14, 2014

             /s/ Kenneth S. Eickerman                         

Kenneth S. Eickerman, Director


Date:

April 14, 2014

           /s/ Garrick A. Mendham                              

Garrick A. Mendham, Director


Date:

April 14, 2014

             /s/ William Orchow                                  

William Orchow, Director


Date:

April 14, 2014

           /s/ Michael G. Rasmussen                          

Michael G. Rasmussen, Director


Date:

April 14, 2014

            /s/ William V. Schara                                     

William V. Schara, Director and Chief Executive Officer


Date:

April 14, 2014

           /s/ Stephen M. Vincent                                

Stephen M. Vincent, Director


Date:

April 14, 2014

            /s/ Ted R. Sharp                                        

Ted R. Sharp, Chief Financial Officer



84


Exhibit 3.2

GOLDRICH MINING COMPANY


*****



BY-LAWS


*****



ARTICLE I


OFFICES


Section 1. The registered office shall be located at 200 Seward Building, Juneau, Alaska.


Section 2. The corporation may also have offices at such other places both within and without the State of Alaska as the board of directors may from time to time determine or the business of the corporation may require.


ARTICLE II


MEETINGS OF SHAREHOLDERS


Section 1. All meetings of the shareholders for the fl election of directors shall be held at 310 Radio Central Building, Spokane, Washington, or at such place as may be fixed from time to time by the board of directors. Meetings of shareholders for any other purpose may be held at such time and place within or without the State of Alaska as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.


Section 2. Annual meetings of shareholders, commencing with the year 1960, shall be held on the second Monday of April if not a legal holiday, and if a legal holiday, then on the next secular day following, at 10:00 A. M., at which they shall elect by a plurality vote a board of di­rectors, and transact such other business as may properly be brought before the meeting.




Section 3. Written or printed notice of the annual meeting stating the place, day and hour of the meeting shall be delivered not less than ten nor more than fifty days before the date of the meeting, either personally or by mail, by or at the direction of the president, the secretary, or the officer or persons calling the meeting, to each shareholder of record entitled to vote at such meeting.


Section 4 . Special meetings of the shareholders, for any purpose or purposes may be called by the president and shall be called by the president or secretary at the request in writing of a majority of the board of directors, or at the request in writing of shareholders owning one-tenth of all the outstanding shares of the corporation. Such request shall state the purpose or purposes of the proposed meeting and business transacted at any special meeting of shareholders shall be limited to the purposes stated in the notice.


Section 5. Written or printed notice of a special meeting stating the place, day and hour of the meeting and the purpose or purposes for which the meeting is called, shall be delivered not less than ten nor more than fifty days before the date of the meeting, either personally or by mail, by or at the direction of the president, the secretary, or the officer or persons calling the meeting, to each shareholder of record entitled to vote at such meeting.


Section 6. The holders of a majority of the outstanding shares, represented in person or by proxy, shall constitute a quorum at all meetings of the shareholders for the transaction of business except as otherwise provided by statute or by the articles of incorporation. If, however, such quorum shall not be present or represented at any meeting of the shareholders, the shareholders present in person or represented by proxy shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified.


Section 7. If a quorum is present, the affirmative vote of a majority of the shares represented at the meeting shall be the act of the shareholders unless the vote of a greater number of shares is required by law or the articles of incorporation.


Section 8. Each outstanding share, regardless of class, shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders. A shareholder may vote



either in person or by proxy executed in writing by the shareholder or by his duly authorized attorney-in-fact. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy or fixed by statute.

In all elections for directors every shareholder shall have the right to vote, in person or by proxy, the number of shares owned by him, for as many persons as there are directors to be elected, or to cumulate said shares, and give one candidate as many votes as the number of directors multiplied by the number of his shares shall equal, or to distribute them on the same principle among as many candidates as he shall think fit.


Section 9. Any action required to be taken at a meeting of the shareholders may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof.


ARTICLE III


DIRECTORS


Section 1. The number of directors shall be eight, provided however, that the board of directors shall have the power to set the number of directors within the limits of the Articles of Incorporation by resolution of the board of directors. Directors need not be residents of the State of Alaska nor shareholders of the corporation. The directors, other than the first board of directors, shall be elected at the annual meeting of the shareholders, and each director elected shall serve until the next succeeding annual meeting and until his successor shall have been elected and qualified. The first board of directors elected at the first meeting of shareholders shall hold office until the first annual meeting of shareholders.


Section 2. Any vacancy occurring in the board of directors may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the board of directors. A director elected to fill a vacancy shall be elected for the unexpired portion of the term of his predecessor in office.

Any directorship to be filled by reason of an increase in the number Of directors shall be filled by election at an annual meeting or at a special meeting of shareholders called for that purpose.




Section 3. The business affairs of the corporation shall be managed by its board of directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the articles of incorporation or by these by-laws directed or required to be exer­cised or done by the shareholders.


Section 4. The directors may keep the books of the corporation, except such as are required by law to be kept within the state, outside of the State of Alaska, at such place or places as they may from time to time determine.


MEETINGS OF THE BOARD OF DIRECTORS


Section 5. Meetings of the board of directors, regular or special, may be held either within or without the State of Alaska.


Section 6. The first meeting of each newly elected board of directors shall be held at such time and place as shall be fixed by the vote of the shareholders at the annual meeting and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present, or it may convene at such place and time as shall be fixed by the consent in writing of all the directors.


Section 7. Regular meetings of the board of directors may be held upon such notice, or without notice, and at such time and at such place as shall from time to time be determined by the board.


Section 8. Special meetings of the board of directors may be called by the president on five days' notice to each director, either personally or by mail or by telegram; special meetings shall be called by the president or secretary in like manner and on like notice on the written request of two directors.


Section 9. Attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director attends for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the board of directors need be specified in the notice or waiver of notice of such meeting.




Section 10. A majority of the directors shall constitute a quorum for the transaction of business unless a greater number is required by law or by the articles of incorporation. The act of a majority of the directors present at any meeting at which a quorum is present shall be the act of the board of directors, unless the act of a greater number is required by statute or by the articles of incorporation. If a quorum shall not be present at any meeting of directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.


Section 11. Any action required or permitted to be taken at a meeting of the directors may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors entitled to vote with respect to the subject matter thereof.


EXECUTIVE COMMITTEE


Section 12. The board of directors, by resolution adopted by a majority of the number of directors fixed by the by-laws or otherwise, may designate two or more directors to constitute an executive committee, which committee, to the extent provided in such resolution, shall have and exercise all of the authority of the board of directors in the management of the corporation, except as otherwise required by law. Vacancies in the membership of the committee shall be filled by the board of directors at a regular or special meeting of the board of directors. The executive committee shall keep regular minutes of its proceedings and report the same to the board when required.


COMPENSATION OF DIRECTORS


Section 13. The board of directors, by the affirmative vote of a majority of the directors then in office, and irrespective of any personal interest of any of its members, shall have authority to establish reasonable compensation of all directors for services to the corporation as directors, officers or otherwise.


ARTICLE IV


NOTICES


Section 1. Whenever, under the provisions of the statutes or of the articles of incorporation or of these by-laws, notice is required to be given to any director or shareholder, it



shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or shareholder, at his address as it appears on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors may also be given by telegram.


Section 2. Whenever any notice whatever is required to be given under the provisions of the statutes or under the provisions of the articles of incorporation or these by-laws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.


ARTICLE V


OFFICERS


Section 1. The officers of the corporation shall be chosen by the board of directors and shall be a president, a vice-president, a secretary and a treasurer. The board of directors may also choose additional vice-presidents, and one or more assistant secretaries and assistant treasurers. Two or more offices may be held by the same person, except the offices of president and secretary.


Section 2. The board of directors at its first meeting after each annual meeting of shareholders shall choose a president from among the directors, and shall choose one or more vice-presidents, a secretary and a treasurer, none of whom need be a member of the board.


Section 3. The board of directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exer­cise such powers and perform such duties as shall be deter-mined from time to time by the board of directors.


Section 4. The salaries of all officers and agents of the corporation shall be fixed by the board of directors.


Section 5. The officers of the corporation shall hold office until their successors are chosen and qualify. Any officer elected or appointed by the board of directors may be removed at any time by the affirmative vote of a ma­jority of the board of directors. Any vacancy occurring in any office of the corporation shall be filled by the board of directors.




THE PRESIDENT


Section 6. The president shall be the chief executive officer of the corporation, shall preside at all meetings of the shareholders and the board of directors, shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the board of directors are carried into effect.


Section 7. He shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation.


THE VICE-PRESIDENTS


Section 8. The vice—president, or if there shall be more than one, the vice-presidents in the order determined by the board of directors, shall, in the absence or disability of the president, perform the duties and exercise the powers of the president and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.


THE SECRETARY AND ASSISTANT SECRETARIES


Section 9. The secretary shall attend all meetings of the board of directors and all meetings of the share­holders and record all the proceedings of the meetings of the corporation and of the board of directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the shareholders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision he shall be. He shall have custody of the corporate seal of the corporation and he, or an assistant secretary, shall have authority to affix the same to any instrument re­quiring it and when so affixed, it may be attested by his signature or by the signature of such assistant secretary. The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his signature.




Section 10. The assistant secretary, or if there be more than one, the assistant secretaries in the order determined by the board of directors, shall, in the absence or disability of the secretary, perform the duties and exer­cise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.


THE TREASURER AND ASSISTANT TREASURERS


Section 11. The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors.


Section 12. He shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the president and the board of directors, at its regular meetings, or when the board of directors so requires, an account of all his transactions as treasurer and of the financial condition of the corporation.


Section 13. If required by the board of directors, he shall give the corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of his office and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation.


Section 14. The assistant treasurer, or, if there shall be more than one, the assistant treasurers in the order determined by the board of directors, shall, in the absence or disability of the treasurer, perform the duties and exer­cise the powers of the treasurer and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.








ARTICLE VI


CERTIFICATES FOR SHARES


Section 1. The shares of the corporation shall be represented by certificates signed by the president or a vice-president and the secretary or an assistant secretary of the corporation, and may be sealed with the seal of the corporation or a facsimile thereof.

When the corporation is authorized to issue shares of more than one class, every certificate shall set forth upon the face or back of such certificate a statement of the designations, preferences, limitations and relative rights of the shares of each class authorized to be issued, as required by the laws of the State of Alaska.


Section 2. The signatures of the president or vice-president and the secretary or assistant secretary upon a certificate may be facsimiles if the certificate is countersigned by a transfer agent, or registered by a registrar, other than the corporation itself or an employee of the corporation. In case any officer who has signed or whose facsimile signature has been placed upon such certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer at the date of its issue.


LOST CERTIFICATES


Section 3. The board of directors may direct a new certificate to be issued in place of any certificate theretofore issued by the corporation alleged to have been lost or destroyed. When authorizing such issue of a new certificate, the board of directors, in its discretion and as a condition precedent to the issuance thereof, may prescribe such terms and conditions as it deems expedient, and may require such indemnities as it deems adequate, to protect the corporation from any claim that may be made against it with respect to any such certificate alleged to have been lost or destroyed.


TRANSFERS OF SHARES


Section 4. Upon surrender to the corporation or the transfer agent of the corporation of a certificate representing shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, a new certificate shall be issued to the person



entitled thereto, and the old certificate cancelled and the transaction recorded upon the books of the corporation.


CLOSING OF TRANSFER BOOKS


Section 5. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders, or any adjournment thereof or entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the board of directors may provide that the stock transfer books shall be closed for a stated period but not to exceed, in any case, fifty days. If the stock transfer books shall be closed for the purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders, such books shall be closed for at least ten days immediately preceding such meeting. In lieu of closing the stock transfer books, the board of directors may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than fifty days and, in case of a meeting of shareholders, not less than ten days prior to the date on which the particular action, requiring such determination of shareholders, is to be taken. If the stock transfer books are not closed and no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the board of directors declaring such dividend is adopted, as the case may be, shall be the record date for such deter­mination of shareholders. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall be applied to any adjournment thereof except where the determination has been made through the closing of the stock transfer books and the stated period of closing has expired.


REGISTERED SHAREHOLDERS


Section 6. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and as­sessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise pro­vided by the laws of Alaska.





LIST OF SHAREHOLDERS


Section 7. The officer or agent having charge of the transfer books for shares shall make, at least ten days before each meeting of shareholders, a complete list of the shareholders entitled to vote at such meeting, arranged in alphabetical order, with the address of each and the number of shares held by each, which list, for a period of ten days prior to such meeting, shall be kept on file at the registered office of the corporation and shall be subject to inspection by any shareholder at any time during usual business hours. Such list shall also be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting. The original share ledger or transfer book, or a duplicate thereof, shall be prima facie evidence as to who are the shareholders entitled to examine such list or share ledger or transfer book or to vote at any meeting of the shareholders.


ARTICLE VII


GENERAL PROVISIONS


DIVIDENDS


Section 1. Subject to the provisions of the articles of incorporation relating thereto, if any, dividends may be declared by the board of directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property or in shares of the capital stock, subject to any provisions of the articles of incorporation.


Section 2. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve fund to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think con­ducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.


CHECKS


Section 3. All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the board of directors may from time to time designate.




FISCAL YEAR


Section 4. The fiscal year of the corporation shall be fixed by resolution of the board of directors.


SEAL


Section 5. The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words “Corporate Seal, Alaska”. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any manner reproduced.


ARTICLE VIII


AMENDMENTS


Section 1. These by-laws may be altered, amended, or repealed or new by-laws may be adopted by the affirmative vote of a majority of the board of directors at any regular meeting of the board or at any special meeting of the board if notice of the proposed alteration, amendment or repeal be contained in the notice of such special meeting.




RESOLUTION

GOLDRICH MINING COMPANY

1.

RESOLVED, that it is in the best interest of the Company to amend Article II, Section 2 of the By-Laws of the Company to provide that the annual meeting shall be held on the first Monday of May or such other date and time as the directors deem appropriate; Article II, Section 2 of the By-Laws hereafter shall state as follows:


The annual meeting of shareholders shall be held on the first Monday of May (or on the next business day if that day be a legal holiday) at 10:00 a.m., or such other date and time as the directors deem appropriate, at which they shall elect by a plurality vote a board of directors, and transact such other business as may properly be brought before the meeting.


2.

RESOLVED, that Article II, Section 3 of the By-Laws be amended to provide that the notice of the annual meeting shall be delivered to the shareholders not less than twenty nor more than sixty days before the date of the meeting; Article II, Section 3 of the By-Laws shall state as follows:


Written or printed notice of the annual meeting stating the place, day and hour of the meeting shall be delivered not less than twenty nor more than sixty days before the date of the meeting, either personally or by mail, by or at the direction of the president, the secretary, or the officer or persons calling the meeting, to each shareholder of record entitled to vote at such meeting.



Execution Version



Exhibit 10.13

GOLDRICH MINING COMPANY

(AN ALASKA CORPORATION)


2607 Southeast Blvd., Suite B211

Spokane, WA 99223-7614

______________________________________________________________________________

PURCHASE AGREEMENT

SENIOR UNSECURED NOTE AND WARRANTS

______________________________________________________________________________


Instructions


ALL PURCHASERS:


PLEASE COMPLETE AND SIGN TWO COPIES OF THE PURCHASE AGREEMENT


TENDER PAYMENT EITHER BY A CHECK PAYABLE TO THE ORDER OF “GOLDRICH MINING COMPANY” OR A WIRE TRANSFER TO GOLDRICH, PURSUANT TO THE INSTRUCTIONS SET FORTH ON SCHEDULE I


PLEASE COMPLETE AND SIGN TWO COPIES OF THE NON-U.S. PURCHASER REGULATION S CERTIFICATE , ATTACHED HERETO AS EXHIBIT D


PLEASE COMPLETE AND SIGN THE SELLING SECURITYHOLDER QUESTIONNAIRE ATTACHED HERETO AS EXHIBIT E


DELIVER THE SIGNED DOCUMENTS AND PAYMENT (IF NOT SENT BY WIRE TRANSFER) TO :


BY FACSIMILE TO: (509) 695-3289


BY ELECTRONIC MAIL TO: WSCHARA@GOLDRICHMINING.COM

WITH ORIGINALS BY MAIL TO:

GOLDRICH MINING COMPANY

2607 Southeast Blvd., Suite B211

Spokane, WA 99223-7614

THE SECURITIES TO WHICH THIS PURCHASE AGREEMENT (THE “PURCHASE AGREEMENT”) RELATES HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND WILL BE ISSUED IN RELIANCE UPON AN EXCLUSION FROM SUCH REGISTRATION REQUIREMENTS PROVIDED BY RULE 903 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND PURSUANT TO SIMILAR EXEMPTIONS UNDER STATE SECURITIES LAWS.  ACCORDINGLY, THESE SECURITIES MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT), EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S. SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT AND IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES . HEDGING



1



Execution Version



TRANSACTIONS IN THESE SECURITIES ARE PROHIBITED EXCEPT IN COMPLIANCE WITH THE U.S. SECURITIES ACT.  



2



Execution Version



Goldrich Mining Company

PURCHASE AGREEMENT

The undersigned (the “ Purchaser ”) hereby irrevocably agrees to purchase from Goldrich Mining Company (the “ Company ”) a senior unsecured note (the “ Note ”) of the Company in the form attached hereto as Exhibit A in the stated principal amount of up to $2,000,000 and warrants (the “ Warrants ”) to purchase up to 10,500,000 shares of common stock of the Company (the “ Common Shares ”) exercisable at a price equal to the greater of (i) $0.15 per Common Share or (ii) the Market Price (as defined below) per Common Share on date of issuance of the Warrants (the “ Warrant Shares ”) (collectively, the Note and Warrants are hereinafter referred to as the “ Offered Securities ” and the Note, the Warrants and the Warrant Shares are hereinafter referred to as the “ Securities ”), for an aggregate purchase price of up to $2,000,000 less a 5% original issue discount on each Loan set forth on Schedule II and payable pursuant to the scheduled payments as set forth on Schedule II .  The Company and the Purchaser each agrees to be bound by its representations, warranties and covenants in this Purchase Agreement. The Purchaser further agrees, without limitation, that the Company may rely upon the Purchaser’s representations, warranties and covenants contained in such documents.

PURCHASE AND PURCHASER INFORMATION

PLEASE PRINT CLEARLY all information (other than signatures), as applicable, in the space provided below



                                                                                                  

 



(Name of Purchaser)

 

 

 

 

 

Account Reference (if applicable):                                           

 

 



By:                                                                                            

 


Authorized Signature

 

 

 

 

 


(Official Capacity or Title – if the Purchaser is not an individual)


________________________________________________

 (Name of individual whose signature appears above if different than the name of the Purchaser printed above.)


________________________________________________

(Purchaser’s Address)


________________________________________________



________________________________________________

(Email Address)


________________________________________________

 (Telephone Number)



If the Purchaser is signing as agent for a principal (beneficial purchaser) and is not purchasing as trustee or agent for accounts fully managed by it, complete the following:


________________________________________________

 (Name of Principal)


________________________________________________

(Principal’s Address)


________________________________________________



________________________________________________


PLEASE PRINT CLEARLY

 

 


Account Registration Information :



________________________________________________

(Name)



________________________________________________

 (Account Reference, if applicable)



________________________________________________

S.S.N. or Tax I.D. Number of Purchaser



________________________________________________

 (Address)


________________________________________________



________________________________________________

 


Delivery Instructions as set forth below :



________________________________________________

 (Name)



________________________________________________

 (Account Reference, if applicable)



________________________________________________

 (Address)


________________________________________________



________________________________________________




________________________________________________

 (Contact Name)



________________________________________________

 (Telephone Number)


PURCHASER HEREBY DECLARES AND AFFIRMS THAT IT HAS READ THIS PURCHASE AGREEMENT, IS FAMILIAR WITH THE CONTENTS THEREOF AND AGREES TO ABIDE BY THE TERMS AND CONDITIONS WHICH FOLLOW AND KNOWS THE STATEMENTS THEREIN TO BE TRUE AND CORRECT .


IN WITNESS WHEREOF, Purchaser has executed this Purchase Agreement as of this 24th day of January, 2014.


PURCHASER:

 

By:

_____________________________________________________


Name:   _____________________________________________________


Title: _____________________________________________________


ACCEPTANCE:


This Purchase Agreement is hereby accepted by the Company as of this 24th day of January, 2014.


Goldrich Mining Company

By:

                                                                             

Name: William Schara

Title:    Chief Executive Officer




4



Execution Version



SENIOR UNSECURED NOTE PURCHASE AGREEMENT

GOLDRICH MINING COMPANY

(an Alaska corporation)

(this “ Agreement” )

1.

Unsecured Note Purchase : The above-signed purchaser (the “ Purchaser ”) irrevocably agrees to purchase from Goldrich Mining Company, an Alaska corporation (“ Goldrich ” or the “ Company ”), a senior unsecured note of the Company in the form attached hereto as Exhibit A in a stated principal amount of up to $2,000,000 (the “ Note ”) and warrants in the form attached hereto as Exhibit B (the “ Warrants ”), as part of an offering of up to $2,000,000 (the “ Private Placement ”), for an aggregate purchase price in the amount of up to $2,000,000 (“ Aggregate Principal Amount ”) less a 5% original issue discount on each Loan set forth on Schedule II , to be paid at times and in amounts pursuant to the schedule set forth on Schedule II hereof and the provisions of Section 1(b) below (such amounts as actually received by the Company in accordance with this Agreement and the Note, the “ Aggregate Purchase Price ”), and an amount of Warrants pro rata based on the principal amount of Loans funded in accordance with Schedule II hereof.  Subject to the terms of this Agreement, the Purchaser reserves the right, in its sole and absolute discretion, to determine whether to fund Loans 2 through 6 as set forth on Schedule II .  All figures are in United States Dollars unless otherwise specified.  (Collectively, the Note and Warrants are hereinafter referred to as the “ Offered Securities ” and the Note, the Warrants and the Warrant Shares are hereinafter referred to as the “ Securities ”). Such purchase is subject to the following terms and conditions:


a.

Initial Loan and Issuance of Note :  The Company’s obligation to repay the principal amount of the Loans, all interest accrued on the principal amount and any other amounts as may become due and payable under this Agreement and the Note, shall be evidenced by the issuance by the Company of the Note in the form set forth in Exhibit A hereto.  The issuance of the Note shall be conditioned upon the Purchaser funding Loan 1 as set forth on Schedule II hereto on or before the first Closing Date under Section 1g below pursuant to the payment of the Purchase Price as set forth in Section 1d below.


b.

Subsequent Loans and Amendment of the Note : The Company’s obligation to repay additional principal amounts and interest accrued on additional principal amounts based on subsequent Loans shall be evidenced by the amendment of Schedule B to the Note upon the funding of each additional Loan to reflect the increase in the principal amount of the Note and the date of the amount of such increase in the principal amount.  The Company’s obligation to amend the Note to reflect the increase in the principal amount is conditioned upon the Purchaser funding the subsequent Loan in accordance with this Agreement and the Note. Purchaser shall have a ten (10) Business Day grace period to cure any missed funding deadline after the relevant deadline set forth on Schedule II , subject to the Company’s right to terminate this agreement and its obligation to accept any additional Loans at any time upon five (5) Business Days’ written notice to the Purchaser.  The parties hereto acknowledge that NyacAU, LLC, an Alaska limited liability company (“ NyacAU ”), and the Guarantor (as defined below) are members of Goldrich NyacAU Placer, LLC, an Alaska limited liability company (the “ Joint Venture ”), and that pursuant to its letter to the Company dated December 30, 2013, NyacAU has filed a mechanic’s lien on the placer mining claims held by the Joint Venture (the “ Placer Lien ”). Notwithstanding the schedule of Loans as set forth on Schedule II , if the Placer Lien is not removed by the funding date for Loan 2 as set forth



1



Execution Version



on Schedule II , then (i) the funding date for Loan 2 will be pushed back to the date that the Placer Lien is removed and the Company provides an officer’s certificate to the Purchaser certifying that the placer mining claims subject to the Joint Venture are not subject to such Placer Lien and (ii) each of the funding dates for Loans 3 through 6 will be pushed back a number of days equal to the number of days that elapse from the original funding date for Loan 2 to the date that the Company delivers the above referenced officer’s certificate regarding the removal of the Placer Lien.


c.

Guaranty : The Company’s obligation to repay the principal amount of the Loans, and pay all interest accrued on the principal amount and any other amounts as may become due and payable under this Agreement and the Note, shall be guaranteed by Goldrich Placer, LLC (the “ Guarantor ”), the Company’s wholly owned subsidiary, pursuant to a guaranty, dated January 24, 2014, by and between the Guarantor and the Purchaser (the “ Guaranty ”).  The Guaranty is attached hereto as Exhibit C .  


d.

Purchase Price :  The deemed “ Purchase Price ” for each Closing is the amount invested per Loan and a pro rata amount of Warrants as set forth on Schedule II .


e.

Tender of Purchase Price :  For each Loan funded in accordance with this Agreement and the Note, Purchaser shall tender to Goldrich on or before the applicable Closing Date the scheduled Purchase Price as set forth on Schedule II either by a check payable to the order of “Goldrich Mining Company” or a wire transfer to Goldrich, pursuant to the instructions set forth on Schedule I .


f.

Warrants :  Each Warrant is non-transferable and is exercisable at any time after issuance to acquire one share of common stock of the Company (a “ Warrant Share ”) at an exercise price equal to the greater of (i) $0.15 per Warrant Share or (ii) the Market Price (as defined below) of a Common Share on date of issuance of the Warrants per Warrant Share for a term ending on the fifth anniversary of the applicable Closing Date.  Upon payment of the Purchase Price, the Warrants will be duly authorized, fully paid and non-assessable and issued immediately following the applicable Closing Date pursuant to Section 1g. As used herein, “ Market Price ” means the closing price of the Common Shares on the Common Shares’ principal trading market in the United States or Canada on the last Business Day before the date of issuance of the Warrants.  


As used in this Agreement “ Business Day ” means any day except a Saturday, Sunday or any other day on which commercial banks in the City of Spokane, Washington are authorized by law to close.


The form of Warrant is attached hereto as Exhibit B .


g.

Closings :   A closing (each, a “ Closing ”) shall occur on the date specified in Schedule II (or, if such date is not a Business Day, the next Business Day), except as such dates may be extended pursuant to the provisions of Section  1(b) above, at the offices of Dorsey & Whitney LLP, 1400 Wewatta Street, Suite 400 Denver, CO  80202 or at such other date or place as may be agreed by Goldrich and the Purchaser (each, a “ Closing Date ”).  All funds will be delivered to Goldrich.  The Note purchased herein will not be deemed issued to, or owned by, the Purchaser until this Agreement has been executed by the Purchaser and countersigned by Goldrich, and the scheduled payment for Loan 1 in



2



Execution Version



relation to such Note required to be made herein has been made. Each Closing is subject to the fulfillment of the following conditions (the “ Conditions ”) which Conditions Goldrich and the Purchaser covenant to exercise their reasonable best efforts to have fulfilled on or prior to each Closing Date:


(i)

the Purchaser shall have tendered the scheduled Purchase Price to Goldrich, and Goldrich shall have executed and delivered to the Purchaser the Note, including an amended Schedule B thereto, and the Warrants issuable upon funding of the applicable Loan;

(ii)

all relevant documentation and approvals as may be required by applicable securities statutes, regulations, policy statements and interpretation notes, by applicable securities regulatory authorities and by applicable rules shall have been obtained by the Company and, where applicable, executed by or on behalf of the Purchaser;

(iii)

Goldrich shall have authorized and approved the execution and delivery of this Agreement and the issuance, allotment and delivery of the Note and the Warrants;

(iv)

the Guaranty will have been fully executed and delivered to the Purchaser;

(v)

Goldrich and the Purchaser shall have complied with their respective covenants contained in this Agreement to be complied with prior to such Closing;

(vi)

the representations and warranties of Goldrich and the Purchaser set forth in this Agreement shall be true and correct as of such Closing Date;

(vii)

no Event of Default shall have occurred as defined in the Note or the Guaranty;

(viii)

Goldrich shall have delivered a certificate from its Chief Executive Officer stating that the representations and warranties contained in this Agreement are true and correct in all material respects as of such Closing Date;

(ix)

Goldrich shall have delivered a certificate from its Secretary certifying (A) Goldrich’s articles of incorporation and bylaws; (B) resolutions from Goldrich’s Board of Directors authorizing this Agreement and the Note, and incurrence of the debt contemplated hereby; and (C) the names of Goldrich’s officers and the offices held by such persons;

(x)

Guarantor shall have delivered a certificate from its member certifying (A) Guarantor’s articles of organization and operating agreement; and (B) resolutions from Guarantor’s member authorizing the Guaranty;

(xi)

Goldrich shall have delivered certificates of good standing from the Alaska Department of Commerce, Community and Economic Development certifying the good standing of Goldrich and the Guarantor; and

(xii)

Goldrich shall have delivered a certificate of good standing from the Washington secretary of state certifying the good standing of Goldrich.

h.

Issuance of Securities :  On each Closing Date for each Loan funded by the Purchaser, Goldrich shall deliver to the Purchaser at the Closing, the certificates representing the Note and the Warrants purchased by the Purchaser in relation to such Closing.  The



3



Execution Version



Securities have not been registered under the U.S. Securities Act or 1933, as amended (the “ U.S. Securities Act ”) or the securities laws of any state in the United States.


i.

Allocation of Purchase Price :  For United States federal and state tax purposes, the Purchase Price for each Closing shall be allocated 99.9% to the applicable Loan made at such Closing and 0.1% pro rata among the Warrants issued to Purchaser at such Closing. Unless otherwise required pursuant to a final “determination” (as defined in Section 1313(a) of the Internal Revenue Code of 1986, as amended), each of Goldrich and Purchaser shall make all tax returns and other filings consistent with such allocation.

2.

Representations and Warranties : Purchaser hereby represents, warrants and acknowledges to Goldrich as of the date hereof and as of each Closing Date:


a.

PURCHASER UNDERSTANDS THAT THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES AGENCY .


b.

Purchaser is not an underwriter and Purchaser is acquiring the Securities solely for investment for its own account and not with a view to, or for, resale in connection with any distribution of the Securities within the meaning of the U.S. Securities Act; and the Securities are not being purchased with a view to or for the resale, distribution, subdivision or fractionalization thereof; and the undersigned has no contract, undertaking, understanding, agreement, or arrangement, formal or informal, with any person to sell, transfer, or pledge to any person the Securities for which it hereby subscribes, or any part thereof; and it understands that the legal consequences of the foregoing representations and warranties to mean that it must bear the economic risk of the investment for an indefinite period of time because the Securities have not been registered under the U.S. Securities Act, and, therefore, may be resold only if registered under the U.S. Securities Act or if an exemption from such registration is available.


c.

Purchaser understands the speculative nature and risks of investments associated with the Company.


d.

Purchaser acknowledges that the Securities have not been registered under the U.S. Securities Act or any applicable state securities laws and are being offered and sold to the Purchaser pursuant to Rule 903 of Regulation S under the U.S. Securities Act.


e.

The Purchaser acknowledges that the Securities may be not be transferred, encumbered, sold, hypothecated, or otherwise disposed of to any person, except in compliance with the U.S. Securities Act and applicable state securities or “blue sky” laws.  The Purchaser acknowledges that the Securities are “restricted securities” (as such term is defined under Rule 144 under the U.S. Securities Act) and may only be offered, sold, transferred, pledged, or hypothecated to any person pursuant to registration under the U.S. Securities Act or pursuant to an exemption from the registration requirements of the U.S. Securities Act.  Without limiting the generality or application of any other covenants, representations, warranties and acknowledgements of the Purchaser respecting resale of the Securities, if the Purchaser decides to offer, sell or otherwise transfer any of the Securities, it will not offer, sell or otherwise transfer any of such Securities directly or indirectly, unless:



4



Execution Version




(i)

the sale is to the Company;

(ii)

the sale is made outside the United States in a transaction satisfying the requirements of Regulation S under the U.S. Securities Act and in compliance with applicable local laws and regulations;

(iii)

the sale is made pursuant to the exemption from the registration requirements under the U.S. Securities Act provided by Rule 144 thereunder and in accordance with any applicable state securities or “blue sky” laws;

(iv)

the Securities are sold in a transaction that does not require registration under the U.S. Securities Act or any applicable state laws and regulations governing the offer and sale of securities; or

(v)

the Securities are registered under the U.S. Securities Act and any applicable state laws and regulations governing the offer and sale of such Securities;

and, in relation to (ii), (iii) and (iv) above, the Purchaser has prior to such sale furnished to the Company an opinion of counsel to that effect, which opinion and counsel shall be  reasonably satisfactory to the Company; the Purchaser understands that the Company may instruct its registrar and transfer agent not to record any transfer of the Securities without first being notified by the Company that it is satisfied that such transfer is exempt from or not subject to the registration requirements of the U.S. Securities Act and applicable state securities laws.

f.

At the time of purchase, Purchaser reviewed the economic consequences of the purchase of the Note and the Warrants with its attorney and/or other financial advisor, was afforded access to the books and records of the Company, conducted an independent investigation of the business of the Company, and was fully familiar with the financial affairs of the Company.   Purchaser consulted with its counsel with respect to the U.S. Securities Act and applicable federal and state securities laws.  Purchaser has received copies of, or has access to, the Company’s Form 10-K for the year ended December 31, 2012, the Company’s Form 10-Q for the quarter ended June 30, 2013, the Company’s Definitive Proxy Statement on Schedule 14A filed on October 23, 2013 and the Company’s current reports on Form 8-K filed since January 1, 2013, all of which are filed electronically on EDGAR.


g.

Purchaser had the opportunity to ask questions of the Company and receive additional information from the Company to the extent that the Company possessed such information, or could acquire it without unreasonable effort or expense, necessary to evaluate the merits and risks of an investment in Goldrich.


h.

Purchaser confirms that (i) it is able to bear the economic risk of the investment, (ii) it is able to hold the Note and the Warrants for an indefinite period of time, (iii) it is able to afford a complete loss of its investment and that it has adequate means of providing for its current needs and possible personal contingencies, and that it has no need for liquidity in this investment, (iv) this investment is suitable for Purchaser based upon his investment holdings and financial situation and needs, and this investment does not exceed ten percent of Purchaser’s net worth, and (v) Purchaser by reason of its business or financial experience could be reasonably assumed to have the capacity to protect its own   interests  in connection with this investment.



5



Execution Version




i.

The Purchaser has not purchased the Note and the Warrants as a result of any form of general solicitation or general advertising, including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio, or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising.


j.

The Purchaser has completed and delivered a Non-U.S. Purchaser Regulation S Certificate ( Exhibit D) .


k.

T he certificates representing the Note and Warrants and Warrants Shares upon exercise of the Notes, delivered pursuant to this Agreement, and any certificates issued in replacement or exchange thereof, shall bear a legend in substantially the following form:


“THE SECURITIES REPRESENTED HEREBY [IN THE CASE OF WARRANTS: AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF] HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) OR ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES.  THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY, (B) IF THE SECURITIES HAVE BEEN REGISTERED IN COMPLIANCE WITH THE REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, (C) IN COMPLIANCE WITH THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT IN ACCORDANCE WITH RULE 144 THEREUNDER, IF APPLICABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT OR ANY APPLICABLE STATE LAWS AND REGULATIONS GOVERNING THE OFFER AND SALE OF SECURITIES, AND THE HOLDER HAS, PRIOR TO SUCH SALE, FURNISHED TO THE COMPANY AN OPINION OF COUNSEL OF RECOGNIZED STANDING, OR OTHER EVIDENCE OF EXEMPTION, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY. HEDGING TRANSACTIONS IN THESE SECURITIES ARE PROHIBITED EXCEPT IN COMPLIANCE WITH THE U.S. SECURITIES ACT. [IN THE CASE OF SHARES: DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” ON STOCK EXCHANGES.]”


Notwithstanding the foregoing, Goldrich or its transfer agent shall issue certificates representing Warrant Shares without a restrictive legend if there is an effective registration statement and the holder certifies that the exercise is in connection with a sale and the holder has complied with the applicable prospectus delivery requirements and applicable securities laws.



6



Execution Version




If the Certificates representing the Securities have been held for a period of at least six (6) months (or such other period as may be prescribed by the United States Securities and Exchange Commission (the “ SEC ”)) and if Rule 144 under the U.S. Securities Act is otherwise available (there being no representations by the Company that Rule 144 is available), then the undersigned may make sales of the Securities pursuant to the terms and conditions prescribed by Rule 144 of the U.S. Securities Act or exemptions therefrom and the above legend may be removed from such Certificates upon delivery of an opinion of legal counsel of recognized standing in form and substance reasonably satisfactory to the Company and its transfer agent that the legend is no longer required under the U.S. Securities Act or any applicable state securities laws.


l.

The Purchaser acknowledges that (i) the Securities are subject to a six month hold period under Rule 144 during which period the Securities may not be offered or sold in the United States or to, or for the account or benefit of, a U.S. Person unless pursuant to registration under the U.S. Securities Act or an exemption from such registration requirements and in compliance with any applicable state securities laws, and (ii) the Securities are a “restricted security” under Rule 144 under the U.S. Securities Act, will continue to be a “restricted security” notwithstanding any resale under Regulation S, the legend affixed to the Securities set forth in sub-paragraph k above may not be removed upon resale under Regulation S and, therefore, delivery of the certificates may not constitute “good delivery” on foreign stock exchanges.


m.

The Purchaser acknowledges that the Warrants may not be exercised by or on behalf of a U.S. Person or a person in the United States unless the Warrants and the Warrant Shares issuable upon exercise of the Warrants are registered under the U.S. Securities Act and the securities laws of all applicable states or an exemption is available from the registration requirements of such laws, and the holder has furnished an opinion of counsel of recognized standing, or such other evidence of exemption, in form and substance reasonably satisfactory to the Company to such effect.


n.

The Purchaser acknowledges and agrees that upon the original issuance of the Warrants, and until such time as it is no longer required under applicable requirements of the U.S. Securities Act or applicable state securities laws, all certificates representing the Warrants and all certificates issued in exchange therefor or in substitution thereof, shall bear the following legend:


“THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES.  THIS WARRANT MAY NOT BE EXERCISED IN THE UNITED STATES OR BY OR FOR THE ACCOUNT OR BENEFIT OF A U.S. PERSON OR PERSON IN THE UNITED STATES AND THE UNDERLYING SHARES MAY NOT BE DELIVERED WITHIN THE UNITED STATES UNLESS THE WARRANT AND THE UNDERLYING SHARES HAVE BEEN REGISTERED UNDER THE U.S. SECURITIES ACT AND ANY APPLICABLE STATE



7



Execution Version



SECURITIES LAWS OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS AVAILABLE. “UNITED STATES” AND “U.S. PERSON” ARE USED HEREIN AS SUCH TERMS ARE DEFINED BY REGULATION S UNDER THE U.S. SECURITIES ACT.”


o.

If the Purchaser is:


(i)

a corporation, the Purchaser is duly incorporated and is validly subsisting under the laws of its jurisdiction of incorporation and has all requisite legal and corporate power and authority to execute and deliver this Agreement, to subscribe for the shares of common stock as contemplated herein and to carry out and perform its obligations under the terms of this Agreement;


(ii)

a partnership, syndicate or other form of unincorporated organization, the Purchaser has the necessary legal capacity and authority to execute and deliver this Agreement and to observe and perform its covenants and obligations hereunder and has obtained all necessary approvals in respect thereof; or


(iii)

an individual, the Purchaser is of full age of majority and is legally competent to execute this Agreement and to observe and perform his or her covenants and obligations hereunder.


p.

The entering into of this Agreement and the transactions contemplated hereby will not result in the violation of any of the terms and provisions of any law applicable to, or the constating documents of, the Purchaser or of any agreement, written or oral, to which the Purchaser is a party or by which it is or may be bound.


q.

This Agreement has been duly executed and delivered by the Purchaser and constitutes a legal, valid and binding obligation of the Purchaser enforceable against the Purchaser in accordance with its terms.


r.

The funds representing the Purchase Price which will be advanced by the Purchaser to Goldrich hereunder will not represent proceeds of crime for the purposes of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (the “ PATRIOT Act ”) and the Purchaser acknowledges that Goldrich may in the future be required by law to disclose the Purchaser’s name and other information relating to this Agreement and the Purchaser’s subscription hereunder, on a confidential basis, pursuant to the PATRIOT Act.  No portion of the Purchase Price to be provided by the Purchaser (i) has been or will be derived from or related to any activity that is deemed criminal under the laws of the United States of America, or any other jurisdiction, or (ii) is being tendered on behalf of a person or entity who has not been identified to or by the Purchaser, and it shall promptly notify the Company if the Purchaser discovers that any of such representations ceases to be true and provide the Company with appropriate information in connection therewith.


s.

The Purchaser acknowledges that no person has made to the Purchaser any written or oral representations:




8



Execution Version



(i)

that any person will resell or repurchase any of the Securities;


(ii)

that any person will refund the purchase price of any of the Securities; or


(iii)

as to the future price or value of any of the Securities.


t.

The Purchaser acknowledges that the Company may be required by law or otherwise to disclose to regulatory authorities the identity of the Purchaser and each beneficial purchaser for whom the Purchaser may be acting.


u.

In connection with the Purchaser’s subscription, the Purchaser has not relied upon Goldrich for investment, legal or tax advice, and has in all cases sought or elected not to seek the advice of the Purchaser’s own personal investment advisers, legal counsel and tax advisers.  In particular, Purchaser acknowledges that there may be tax consequences to its purchase, holding and sale of the Securities and that the Company has not provided any advice to the Purchaser in relation to such tax consequences, including but not limited to, any advice regarding the Company’s status as a U.S. Real Property Holding Company or any tax consequences relating thereto.


w.

Purchaser acknowledges that (i) a cash commission in the amount of 3% of the Aggregate Principal Amount and (ii) warrants to purchase shares of common stock of the Company equal to 8% of the Aggregate Principal Amount (the “ Placement Agent Warrants ”), are payable by the Company in aggregate to three placement agents (each, a “ Placement Agent ”) in connection with this transaction.


x.

If the Purchaser is a resident of an International Jurisdiction (which is defined herein to mean a country other than the United States), then the Purchaser on its own behalf and, if applicable on behalf of others for whom it is hereby acting that:

(i)

the Purchaser is knowledgeable of, or has been independently advised as to, the International Securities Laws (which is defined herein to mean, in respect of each and every offer or sale of Securities, any securities laws having application to the Purchaser and the Offering other than the laws of the United States and all regulatory notices, orders, rules, regulations, policies and other instruments incidental thereto) which would apply to this subscription, if any;

(ii)

the Purchaser is purchasing the Securities pursuant to an applicable exemption from any prospectus, registration or similar requirements under the International Securities Laws of that International Jurisdiction, or, if such is not applicable, the Purchaser is permitted to purchase the Securities under the International Securities Laws of the International Jurisdiction without the need to rely on exemptions;

(iii)

the subscription by the Purchaser does not contravene any of the International Securities Laws applicable to the Purchaser and the Company and does not give rise to any obligation of the Company to prepare and file a prospectus or similar document or to register the Securities or to be registered with any governmental or regulatory authority;



9



Execution Version



(iv)

the International Securities Laws do not require the Company to make any filings or seek any approvals of any kind whatsoever from any regulatory authority of any kind whatsoever in the International Jurisdiction; and

(v)

the Securities are being acquired for investment purposes only and not with a view to resale and distribution, and the distribution of the Securities to the Purchaser by the Company complies with all International Securities Laws.

All information which the Purchaser has provided concerning the Purchaser is correct and complete as of the date set forth below, and if there should be any change in such information prior to the acceptance of this Agreement by the Company, the Purchaser will immediately provide such information to the Company.

3.

Company Representations, Warranties and Covenants.   The Company represents, warrants  and covenants (and acknowledges that the Purchaser is relying on such representations, warranties and covenants) that, as of each Closing Date:

a.

the Company is a valid and subsisting corporation duly incorporated and in good standing under the laws of its jurisdiction of incorporation, the Company’s subsidiary, Goldrich Placer, LLC, is a valid and subsisting limited liability company duly organized and in good standing under the laws of its jurisdiction of organization, and Goldrich has no subsidiaries other than as set forth in the Company’s annual report on Form 10-K for the year ended December 31, 2012;

b.

each of the Company and each of its subsidiaries is duly registered and licensed to carry on business in the jurisdictions in which it carries on business or owns property where so required by the laws of that jurisdiction;

c.

the Company will reserve or set aside sufficient Common Shares in its treasury to issue to Purchaser Warrant Shares held by Purchaser, exercise of all of the Warrants held by the Purchaser, and all Notes, Warrants and Warrant Shares will upon payment of the recited consideration and issuance be duly and validly issued as fully paid and non-assessable;

d.

attached hereto as Schedule III is a true and accurate accounting of the Company’s current share capital structure on a fully diluted basis and a pro forma accounting showing the Company’s share capital structure following this completion of the Private Placement;

e.

the issue and sale of the Note and Warrants by the Company and the execution and delivery of this Agreement and the Note do not and will not conflict with, and do not and will not result in a breach of, any of the terms of its incorporating documents or any agreement or instrument to which the Company is a party;

f.

the Company has complied and will comply fully with the requirements of all applicable corporate and securities laws in all matters relating to the offering of the Note and the Warrants;

g.

the Company has filed all documents that it is required to file under the continuous disclosure provisions of applicable securities laws in the United States, including annual



10



Execution Version



and interim financial information and annual reports and quarterly reports and all other filings required under the Securities Exchange Act of 1934, as amended (the “ 1934 Act ”) and the rules and regulations thereunder, including all periodic reports required by Section 13(a) of the 1934 Act and the rules and regulations thereunder;

h.

each document filed or to be filed prior to the Closing with the SEC pursuant to the 1934 Act complied, or will comply, when so filed, in all material respects with the requirements of the 1934 Act and the rules and regulations thereunder, as applicable, and none of such documents contained, or will contain, at the time of its filing any untrue statement of a material fact or omitted or will omit at the time of its filing to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were or are made, not false or misleading;

i.

subsequent to the respective dates as of which information is given in the documents filed with the SEC pursuant to the 1934 Act and the rules and regulations thereunder, and except as otherwise disclosed in such documents, (i) the Company has not declared or paid any dividends, or made any other distribution of any kind, on or in respect of its share capital, (ii) there has not been any material change  in the share capital or long-term or short-term debt of the Company or any of its subsidiaries, (iii) neither the Company nor any subsidiary has sustained any material loss or interference with its business or properties from fire, explosion, flood, hurricane, accident or other calamity, whether or not covered by insurance, or from any labour dispute or any legal or governmental proceeding, and (iv) there has not been any material adverse change or any development involving a prospective material adverse change, whether or not arising from transactions in the ordinary course of business, in or affecting the business, general affairs, management, condition (financial or otherwise), results of operations, shareholders’ equity, properties or prospects of the Company and its subsidiaries, taken as a whole. Since the date of the latest audited balance sheet included in the documents filed with the SEC pursuant to the 1934 Act and the rules and regulations thereunder, the business of the Company and its subsidiaries have been carried on in the usual and ordinary course and neither the Company nor any Subsidiary has incurred or undertaken any liabilities or obligations, whether direct or indirect, liquidated or contingent, matured or unmatured, or entered into any transactions, including any acquisition or disposition of any business or asset, which are material to the Company and its subsidiaries, taken as a whole, except as for liabilities, obligations and transactions which are disclosed in such documents;

j.

except as disclosed in the reports the Company files with the SEC, there are no legal or governmental actions, suits, proceedings or investigations pending or, to the Company’s knowledge, threatened, to which the Company or any of its subsidiaries is or may be a party or of which property owned or leased by the Company or any of its subsidiaries is or may be the subject, or related to environmental, title, discrimination or other matters, which actions, suits, proceedings or investigations, individually or in the aggregate, could have a material adverse effect on the Company;  

k.

except as disclosed in the reports the Company files with the SEC, there are no judgments against the Company or any of its subsidiaries, if any, which are unsatisfied, nor is the Company or any of its subsidiaries, if any, subject to any injunction, judgment, decree or order of any court, regulatory body, administrative agency or other governmental body;



11



Execution Version



l.

the issuance of the Note, the Warrants and the Warrant Shares upon exercise of the Warrants has been or will be by the Closing Date, duly authorized by all necessary corporate action on the part of the Company, and the Company has full corporate power and authority to issue the Note, the Warrants and the Warrant Shares;

m.

this Agreement has been or will be by the Closing Date, duly authorized by all necessary corporate action on the part of the Company, and the Company has full corporate power and authority to undertake this Offering;

n.

this Agreement and the Note have been duly authorized, executed and delivered by the Company and constitute valid and legally binding obligations of the Company enforceable against it in accordance with their terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting the rights of creditors generally;

o.

the Guaranty has been duly authorized, executed and delivered by the Guarantor and constitutes the valid and legally binding obligation of the Guarantor enforceable against it in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting the rights of creditors generally;

p.

subject to the accuracy of the representations and warranties of the Purchaser contained in this Agreement, the offer, sale and issuance of the Note and the Warrants as contemplated by this Agreement are exempt from the registration requirements of the U.S. Securities Act, from the registration or qualifications requirements of the state securities or “blue sky” laws and regulations of any applicable state or other applicable jurisdiction;

q.

the Company’s shares of common stock trade on the Financial Industry Regulatory Authority’s Over the Counter Bulletin Board (the “ OTCBB ”);

r.

no order ceasing, halting or suspending trading in securities of the Company nor prohibiting the sale of such securities has been issued to and is outstanding against the Company or its directors, officers or promoters, and, to the best of the Company’s knowledge, no investigations or proceedings for such purposes are pending or threatened;

s.

the Company is a “reporting issuer” under section 12 of the 1934 Act and is not in default of any of the requirements of the 1934 Act;

t.

the Company is not an “investment company” within the meaning of the Investment Company Act of 1940;

u.

neither the Company nor any of its affiliates, nor any person acting on its or their behalf has engaged in or will engage in any form of “general solicitation” or “general advertising” (as such terms are defined in Rule 502 (c) under Regulation D of the U.S. Securities Act) in the United States with respect to offers or sales of the Note or Warrants;



12



Execution Version



v.

the warranties and representations in this section are true and correct and will remain so as of each Closing Date;

w.

the gold forward sales contracts listed on Schedule 3(w) attached hereto are the only secured indebtedness of the Company and its subsidiaries outstanding on the date of any Closing, and there is outstanding no other indebtedness of the Company or its subsidiaries that purports to be senior in right of payment to this Note or the Guaranty on the date of any Closing;

x.

other than any indebtedness of the Company that already is outstanding on the date of this Agreement, neither the Company nor any of the Company’s subsidiaries will issue or incur any secured debt or any debt that purports to rank senior in right of payment to, or pari passu with, the Note or the Guaranty until the Note and all interest thereon has been fully paid;

y.

the Company will not pay any dividends or make any distributions to equity holders of the Company until the Note and all interest thereon has been fully paid;

z.

the Company will not enter into any transaction with any affiliates unless such transaction is fair and reasonable to the Company; for purposes of this Section 3(z), “affiliate” has the meaning given thereto in Rule 12b-2 promulgated under the 1934 Act;

aa.

the Company will not form or directly or indirectly acquire any additional subsidiaries that are not subsidiaries of the Company as of the date of this Agreement unless it causes any such subsidiary to guarantee the Company’s indebtedness under the Note in substantially the form of the Guaranty and otherwise reasonably satisfactory to the Purchaser; and

bb.

the placer mining claims leased to the Joint Venture, (a) to the extent they are owned in fee simple by the Company, are owned by the Company free and clear of all defects in title, (b) to the extent they are leased by the Company, to the Company’s knowledge such leases are valid and in good standing, without default, and (c) with respect to unpatented mining claims and mill sites, such claims were properly located, laid out and monumented, all required location and validation work was properly performed, all fees, taxes and assessments have been paid current, all annual work requirements were met and notices filed with the appropriate government agencies and such claims are in good standing, free and clear of defects in title and the Company does not have any knowledge of conflicting mining claims and there are no pending or threatened actions, suits, claims or proceedings affecting the Company’s interests in the claims.  

4.

Registration Rights


a.

Goldrich shall use reasonable commercial efforts to (i) prepare and file with the SEC within sixty (60) calendar days after March 31, 2014 and again after each Loan is funded, if the Purchaser determines to fund the additional Loans on such dates pursuant to Schedule II hereof, a registration statement (on Form S-3, S-1, or other appropriate registration statement form reasonably acceptable to the Purchaser) under the U.S. Securities Act (the “ Registration Statement ”), at the sole expense of Goldrich (except as specifically provided in Section 4c hereof), in respect of the Purchaser and each



13



Execution Version



Placement Agent, so as to permit a public offering and resale of, respectively, (A) the Warrant Shares related to the Warrants outstanding on the date of such Registration Statement and (B) the shares of the Company’s common stock issuable upon exercise of the Placement Agent Warrants (the “ Placement Agent Shares ”) (such Warrant Shares, together with the Placement Agent Shares, the “ Registrable Securities ”) in the United States under the U.S. Securities Act by the Purchaser and each Placement Agent as selling stockholders and not as underwriter; and (ii) use commercially reasonable efforts to cause a Registration Statement to be declared effective by the SEC as soon as possible and not later than the earlier of (a) one hundred and twenty (120) calendar days from the date of filing the Registration Statement in the event of an SEC review of the Registration Statement, and (b) the fifth trading day following the date on which Goldrich is notified by the SEC that the Registration Statement will not be reviewed or is no longer subject to further review and comments.  Goldrich will notify the Purchaser of the effectiveness of the Registration Statement (the “ Effective Date ”) within three (3) Trading Days (days on which the OTCBB is open for quotation) (each, a “ Trading Day ”).  The initial Registration Statement shall cover the resale of 100% of the Registrable Securities outstanding on the date it is filed, for an offering to be made on a continuous basis pursuant to Rule 415 (as promulgated by the SEC pursuant to the U.S. Securities Act, as such rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC having substantially the same purpose and effect as such rule); provided, however , that if 100% of the Registrable Securities to be registered hereunder, together with (a) any other securities of the Company that are currently being registered for resale with SEC pursuant to an effective registration statement under the U.S. Securities Act (the “ Currently Registered Securities ”) and (b) any other securities of the Company that are currently unregistered under the U.S. Securities Act but in respect to which the Company has previously granted registration rights (the “ Currently Unregistered Securities ”), shall equal or exceed 33% of the issued and outstanding common stock of Goldrich (less any shares of common stock held by affiliates of Goldrich and the holders of the Registrable Securities) on the actual filing date of the initial Registration Statement, the initial Registration Statement shall register that number of Registrable Securities which together with the Currently Registered Securities and Currently Unregistered Securities shall equal 33% of the issued and outstanding shares of common stock of Goldrich (less any shares of common stock held by affiliates of Goldrich and the holders of the Registrable Securities) on such actual filing date minus 10,000 shares of common stock. In such event, the number of Registrable Securities to be registered for each holder of the Registrable Securities shall be reduced pro-rata among all holders selling under the initial Registration Statement.


b.

Goldrich will use reasonable commercial efforts to maintain the Registration Statement or post-effective amendment filed under this Section 4 effective under the U.S. Securities Act, and shall prepare and file with the SEC such amendments to such Registration Statement and supplements to the prospectus contained therein as may be necessary to keep such Registration Statement effective, until the earlier of the date (i) all of the Registrable Securities have been sold pursuant to such Registration Statement; (ii) if counsel to Goldrich delivers to the Purchaser a legal opinion that the Registrable Securities may be sold under the provisions of Rule 144 without any current information, time, volume or manner limitations pursuant to Rule 144 or any similar provision then in effect under the U.S. Securities Act and, if requested by Goldrich’s transfer agent in connection with any sale by a holder of the Registrable Securities, counsel to Goldrich



14



Execution Version



provides a legal opinion to Goldrich’s transfer agent to such effect; (iii) all Registrable Securities have been otherwise transferred to persons who may trade the Registrable Securities without restriction under the U.S. Securities Act and Goldrich has delivered a new certificate or other evidence of ownership for such Registrable Securities not bearing a restrictive legend; (iv) Goldrich obtains the written consent of the Purchaser; or (v) seven years from the Effective Date (the “ Effectiveness Period ”).


c.

All fees, disbursements and out-of-pocket expenses and costs incurred by Goldrich in connection with the preparation and filing of the Registration Statement and in complying with applicable securities and “blue sky” laws (including, without limitation, all attorneys’ fees of Goldrich, registration, qualification, notification and filing fees, printing expenses, escrow fees, blue sky fees and expenses and the expense of any special audits incident to or required by any such registration) shall be borne by Goldrich.  The Purchaser shall bear the cost of underwriting and/or brokerage discounts, fees and commissions, if any, applicable to the Registrable Securities (other than the Placement Agent Shares) being registered and the fees and expenses of its counsel.   Goldrich shall qualify any of the Registrable Securities for sale in such states as the Purchaser reasonably designates within twenty (20) days following the original filing of such Registration Statement and shall do any and all other acts and things which may be reasonably necessary or advisable to enable the Purchaser or any registered broker-dealer acting on behalf of the Purchaser to consummate the disposition in such jurisdictions of the Registrable Securities owned by the Purchaser.  However, Goldrich shall not be required to qualify in any state which will require an escrow or other restriction relating to Goldrich and/or the sellers, or which will require Goldrich to qualify to do business in such state or require Goldrich to file therein any general consent to service of process.  Goldrich at its expense will supply the Purchaser with copies of the applicable Registration Statement and the prospectus included therein and other related documents in such quantities as may be reasonably requested by the Purchaser.


d.

If at any time or from time to time after the Effective Date, Goldrich notifies the Purchaser in writing of the existence of a Potential Material Event (as defined in Section 4(e) below), the Purchaser shall not offer or sell any Registrable Securities or engage in any other transaction involving or relating to Registrable Securities, from the time of the giving of notice with respect to a Potential Material Event until the Purchaser receives written notice from Goldrich that such Potential Material Event either has been disclosed to the public or no longer constitutes a Potential Material Event.  If a Potential Material Event shall occur prior to the date a Registration Statement is required to be filed, then Goldrich’s obligation to file such Registration Statement shall be delayed without penalty for not more than thirty (30) calendar days.  Goldrich must, if lawful, give the Purchaser notice in writing at least two (2) Trading Days prior to the first day of the blackout period.


e.

Potential Material Event ” means any of the following: (i) the possession by Goldrich of material information not ripe for disclosure in a registration statement, as determined in good faith by the Chief Executive Officer, President or the Board of Directors of Goldrich that disclosure of such information in a Registration Statement would be detrimental to the business and affairs of Goldrich; or (ii) any material engagement or activity by Goldrich which would, in the good faith determination of the Chief Executive Officer, President or the Board of Directors of Goldrich, be adversely affected by



15



Execution Version



disclosure in a registration statement at such time, which determination shall be accompanied by a good faith determination by the Chief Executive Officer, President or the Board of Directors of Goldrich that the applicable Registration Statement would be materially misleading absent the inclusion of such information; provided that , (i) Goldrich shall not use such right with respect to the Registration Statement for more than an aggregate of 90 days in any 12-month period; and (ii) the number of days Goldrich is required to keep the Registration Statement effective shall be extended by the number of days for which the Company shall have used such right.


f.

The Purchaser will use commercially reasonable efforts to cooperate with Goldrich in connection with this Agreement, including timely supplying all information reasonably requested by Goldrich (which shall include completing the Selling Shareholder Questionnaire attached hereto as Exhibit E , and all information regarding the Purchaser and proposed manner of sale of the Registrable Securities required to be disclosed in any Registration Statement) and executing and returning all documents reasonably requested in connection with the registration and sale of the Registrable Securities and entering into and performing its obligations under any underwriting agreement, if the offering is an underwritten offering, in usual and customary form, with the managing underwriter or underwriters of such underwritten offering.  Any delay or delays caused by the Purchaser, or by any other purchaser of securities of Goldrich having registration rights similar to those contained herein, by failure to cooperate as required hereunder shall not constitute a breach or default of Goldrich under this Agreement.


g.

Whenever Goldrich is required by any of the provisions of this Agreement to effect the registration of any of the Registrable Securities under the U.S. Securities Act, Goldrich shall (except as otherwise provided in this Agreement), as expeditiously as possible, subject to the  assistance and cooperation as reasonably required of the Purchaser with respect to each Registration Statement:


(i)

furnish to the Purchaser such numbers of copies of a prospectus including a preliminary prospectus or any amendment or supplement to any prospectus, as applicable, in conformity with the requirements of the U.S. Securities Act, and such other documents as the Purchaser may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by the Purchaser;


(ii)

register and qualify the Registrable Securities covered by the Registration Statement under such other securities or blue sky laws of such jurisdictions as the Purchaser shall reasonably request (subject to the limitations set forth in Section 4(b) above), and do any and all other acts and things which may be necessary or advisable to enable the Purchaser to consummate the public sale or other disposition in such jurisdiction of the securities owned by the Purchaser;


(iii)

cause the Registrable Securities to be quoted or listed on each service on which the shares of common stock of Goldrich are then quoted or listed;


(iv)

notify the Purchaser, at any time when a prospectus relating thereto covered by the Registration Statement is required to be delivered under the U.S. Securities Act, of the happening of any event of which it has knowledge as a result of which



16



Execution Version



the prospectus included in the Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of  the circumstances then existing, and Goldrich shall prepare and file a curative amendment as promptly as commercially reasonable;


(v)

as promptly as practicable after becoming aware of such event, notify the Purchaser, (or, in the event of an underwritten offering, the managing underwriters) of the issuance by the SEC of any stop order or other suspension of the effectiveness of the Registration Statement at the earliest possible time and take all lawful action to effect the withdrawal, rescission or removal of such stop order or other suspension;


(vi)

promptly notify Purchaser after it shall receive notice thereof, of the time when the Registration Statement has become effective or that a supplement to any prospectus forming a part of such Registration Statement has been filed; and


(vii)

provide a transfer agent and registrar for all securities registered pursuant to the Registration Statement and a CUSIP number for all such securities.


h.

With respect to any sale of Registrable Securities pursuant to a Registration Statement filed pursuant to this Section 4, the Purchaser hereby covenants with Goldrich (i) not to make any sale of the Registrable Securities without effectively causing the prospectus delivery requirements under the U.S. Securities Act to be satisfied and (ii) to notify Goldrich promptly upon the Purchaser’s disposition of all of the Registrable Securities held by the Purchaser.


5.

Indemnity and Contribution Regarding Registration Statement


(a)

Goldrich agrees to indemnify and hold harmless each Purchaser, its respective officers, directors, employees, partners, legal counsel and accountants, and each person controlling such Purchaser within the meaning of Section 15 of the U.S. Securities Act, and each person who controls any underwriter within the meaning of Section 15 of the U.S. Securities Act, from and against any losses, claims, damages, expenses or liabilities (or actions or proceedings in respect thereof) to which such Purchaser or such other indemnified person may become subject  (including in settlement of litigation, whether commenced or threatened) insofar as such losses, claims, damages, expenses or liabilities (or actions or proceedings in respect thereof) arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact in the Registration Statement, including all documents filed as a part thereof and information deemed to be a part thereof, on the effective date thereof, or any amendment or supplements thereto, or arise out of any failure by Goldrich to fulfill any undertaking or covenant included in the Registration Statement or to perform its obligations hereunder or under applicable law and Goldrich will, as incurred, reimburse such Purchaser, each of its respective officers, directors, employees, partners, legal counsel and accountants, and each person controlling such Purchaser, and each person who controls any such underwriter, for any legal or other expenses reasonably incurred in investigating, defending or preparing to defend, settling, compromising or paying such action, proceeding or claim; provided, however , that Goldrich shall not be liable in any



17



Execution Version



such case to the extent that such loss, claim, damage, expense or liability (or action or proceeding in respect thereof) arises out of, or is based upon, (i) the failure of any Purchaser, or any of their agents, affiliates or persons acting on their behalf, to comply with the covenants and agreements contained in this Agreement with respect to the sale of Registrable Securities; (ii) an untrue statement or omission in such Registration Statement in reliance upon and in conformity with written information furnished to Goldrich by an instrument duly executed by or on behalf of the Purchaser, or any of its agents, affiliates or persons acting on its behalf, and stated to be specifically for use in preparation of the Registration Statement and not corrected in a timely manner by the Purchaser in writing; or (iii) an untrue statement or omission in any prospectus that is corrected in any subsequent prospectus, or supplement or amendment thereto, that was delivered to the Purchaser prior to the pertinent sale or sales by such Purchaser and not delivered by the Purchaser to the individual or entity to which it made such sale(s) prior to such sale(s).


(b)

The Purchaser agrees to indemnify and hold harmless Goldrich from and against any losses, claims, damages, expenses or liabilities (or actions or proceedings in respect thereof) to which Goldrich may become subject (under the U.S. Securities Act or otherwise) insofar as such losses, claims, damages, expenses or liabilities (or actions or proceedings in respect thereof) arise out of, or are based upon (i) the failure of the Purchaser or any of its agents, affiliates or persons acting on its behalf, to comply with the covenants and agreements contained in this Agreement with respect to the sale of Registrable Securities; or (ii) an untrue statement or alleged untrue statement of a material fact or omission to state a material fact in the Registration Statement in reliance upon and in conformity with written information furnished to Goldrich by an instrument duly executed by or on behalf of such Purchaser and stated to be specifically for use in preparation of the Registration Statement; provided, however , that the Purchaser shall not be liable in any such case for (1) any untrue statement or alleged untrue statement or omission in any prospectus or Registration Statement which statement has been corrected, in writing, by such Purchaser and delivered to Goldrich before the sale from which such loss occurred; or (2) an untrue statement or omission in any prospectus that is corrected in any subsequent prospectus, or supplement or amendment thereto, that was delivered to the Purchaser prior to the pertinent sale or sales by the Purchaser and delivered by the Purchaser to the individual or entity to which it made such sale(s) prior to such sale(s), and the Purchaser, severally and not jointly, will, as incurred, reimburse Goldrich for any legal or other expenses reasonably incurred in investigating, defending or preparing to defend any such action, proceeding or claim.  Notwithstanding the foregoing, the Purchaser shall not be liable or required to indemnify Goldrich in the aggregate for any amount in excess of the net amount received by the Purchaser from the sale of the Registrable Securities, to which such loss, claim, damage, expense or liability (or action proceeding in respect thereof) relates.


(c)

Promptly after receipt by any indemnified person of a notice of a claim or the beginning of any action in respect of which indemnity is to be sought against an indemnifying person pursuant to this Section 5, such indemnified person shall notify the indemnifying person in writing of such claim or of the commencement of such action and, subject to the provisions hereinafter stated, in case any such action shall be brought against an indemnified person, the indemnifying person shall be entitled to participate therein, and, to the extent that it shall wish, to assume the defense thereof.  After notice from the



18



Execution Version



indemnifying person to such indemnified person of the indemnifying person’s election to assume the defense thereof, the indemnifying person shall not be liable to such indemnified person for any legal expenses subsequently incurred by such indemnified person in connection with the defense thereof; provided, however , that if there exists or shall exist a conflict of interest that would, in the opinion of counsel to the indemnified party, make it inappropriate under applicable laws or codes of professional responsibility for the same counsel to represent both the indemnified person and such indemnifying person or any affiliate or associate thereof, the indemnified person shall be entitled to retain its own counsel at the expense of such indemnifying person; provided, further , that the indemnifying person shall not be obligated to assume the expenses of more than one counsel to represent all indemnified persons.  In the event of such separate counsel, such counsel shall agree to reasonably cooperate.  In the event that the indemnifying party chooses to assume the defense of the indemnified party, the indemnifying party will first acknowledge in writing its liability to the indemnified party for indemnification hereunder.


(d)

If the indemnification provided for in this Section 5 is unavailable or insufficient to hold harmless an indemnified party under subsection (a) or (b) above in respect of any losses, claims, damages, expenses or liabilities (or actions or proceedings in respect thereof) referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, expenses or liabilities (or actions or proceedings in respect thereof) in such proportion as is appropriate to reflect the relative fault of Goldrich on the one hand and the Purchaser, or its agents, affiliates or persons acting on its behalf, on the other in connection with the statements or omissions which resulted in such losses, claims, damages, expenses or liabilities (or actions or proceedings in respect thereof), as well as any other relevant equitable considerations.  The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by Goldrich on the one hand or the Purchaser, or its agents, affiliates or persons acting on its behalf, on the other and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.  Goldrich and the Purchaser agree that it would not be just and equitable if contribution pursuant to this subsection (d) were determined by any other method of allocation which does not take into account the equitable considerations referred to above in this subsection (d).  The amount paid or payable by an indemnified party as a result of the losses, claims, damages, expenses or liabilities (or actions or proceedings in respect thereof) referred to above in this subsection (d) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim.  No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the U.S. Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.  In any event, the Purchaser shall not be liable or required to contribute to Goldrich in the aggregate for any amount in excess of the net amount received by the Purchaser from the sale of its Registrable Securities.

6.

Expenses : On the Closing Date for Loan 1, the Company shall reimburse the Purchaser for reasonable and actual out-of-pocket expenses incurred by the Purchaser in connection with this Agreement, not to exceed the aggregate amount of US$15,000.  On the Closing Date for Loan 2, if the



19



Execution Version



Purchaser elects to fund such Loan 2, the Company shall reimburse the Purchaser for reasonable and actual out-of-pocket expenses incurred by the Purchaser in connection with this Agreement, not to exceed the aggregate amount of US$15,000. On the Closing Date for Loan 5, if the Purchaser elects to fund such Loan 5, the Company shall reimburse the Purchaser for reasonable and actual out-of-pocket expenses incurred by the Purchaser in connection with this Agreement, not to exceed in the aggregate amount of US$10,000.

7.

Standstill :  Except for the Purchaser’s right to acquire Warrant Shares upon exercise of Warrants, the Purchaser hereby agrees that from the Closing Date through November 1, 2015, the Purchaser and any of its affiliates (as such term is defined under the 1934 Act) will not in any manner, directly or indirectly, (i) purchase any equity securities of the Company which have voting rights in the election of directors, including but not limited to common stock or preferred stock of the Company (“ Voting Securities ”) or any securities convertible or exercisable to obtain Voting Securities of the Company; (ii) collaborate or enter into any agreement with any third party to gain voting control over any Voting Securities of the Company; (iii) engage in any “solicitation” of “proxies” (as such terms are used in the proxy rules of the 1934 Act) or consents to vote any Voting Securities of the Company;  (iv) form, join or in any way participate in a “group” (as defined under the 1934 Act) in respect of the Company’s voting securities; or (v) otherwise attempt to gain voting control over any Voting Securities of the Company; provided , however , that Bipin Patel has the right to purchase up to 5 million shares of the Company’s common stock in the open market without violating the terms of this Agreement or the Note, and Purchaser has the right to purchase up to 5 million shares of the Company’s common stock in the open market without violating the terms of this Agreement or the Note.

8.

Canadian Exchange Listing :  The Company hereby covenants to use its commercially reasonable efforts to list on a Canadian national stock exchange as soon as practicable after the final Closing hereunder.

9.

Covenants Regarding Guaranty :  Purchaser’s obligation to purchase the Note is conditioned upon the Company causing Guarantor as its subsidiary to enter into the Guaranty Agreement.  In relation thereto, the Company shall use its best efforts to cause Guarantor to (i) undertake all actions as are necessary to enter into the Guaranty and (ii) timely and fully perform its obligations thereunder.  Further, the Company, in its role as the sole member of Guarantor, will undertake all approvals, authorizations and ratifications as may be necessary for Guarantor to authorize the Guaranty and to timely and fully perform its obligations thereunder.

10.

Termination : Either party hereto may terminate this Agreement at any time upon five (5) Business Days written notice to the other party in accordance with Section 22 hereof, and upon such termination, (a) Company’s obligation to accept, and the Lender’s obligation to fund, any Loans not yet funded in accordance with Schedule II and the Company’s obligation to issue pro rata Warrants in connection with such Loans immediately will terminate; and (b) the Company immediately will have the right to prepay the Note without penalty as provided in the Note.  Notwithstanding the foregoing, however, upon termination of this Agreement, the Company’s obligation to pay any amounts outstanding for previously funded Loans, including interest thereon, shall continue in full force and effect in accordance with the terms of this Agreement and the Note, and any Warrants previously issued hereunder will remain outstanding in accordance with the terms hereof.  If not otherwise terminated in accordance with the foregoing in this Section 10, this Agreement shall terminate following termination of both the Note and the Warrants pursuant to their terms, except for Section 4 and 5 hereof, which shall terminate upon satisfaction of the registration rights granted thereunder pursuant to the terms thereof.  Any



20



Execution Version



termination of this Agreement notwithstanding, Sections 11, 12, 13, 14, 22 and 26 shall survive any such termination.  

11.

Governing Law and Construction :   THE VALIDITY, CONSTRUCTION, AND ENFORCEABILITY OF THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF ALASKA, WITHOUT GIVING EFFECT TO CONFLICT OF LAWS PRINCIPLES THEREOF.  Whenever possible, each provision of this Agreement and any other statement, instrument, or transaction contemplated hereby or relating hereto shall be interpreted so as to be effective and valid under such applicable law, but if any provision of this Agreement or any other statement, instrument, or transaction contemplated hereby or relating hereto is held to be prohibited or invalid under such applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement or any other statement, instrument, or transaction contemplated hereby or relating hereto.

12.

Venue :   THIS NOTE AND THE OTHER TRANSACTION DOCUMENTS MAY BE ENFORCED IN ANY FEDERAL COURT OR ALASKA STATE COURT SITTING IN ANCHORAGE, ALASKA; AND THE PARTIES CONSENT TO THE JURISDICTION AND VENUE OF ANY SUCH COURT AND WAIVE ANY ARGUMENT THAT VENUE IN SUCH FORUMS IS NOT CONVENIENT.  IN THE EVENT A PARTY COMMENCES ANY ACTION IN ANOTHER JURISDICTION OR VENUE UNDER ANY TORT OR CONTRACT THEORY ARISING DIRECTLY OR INDIRECTLY FROM THE RELATIONSHIP CREATED BY THIS NOTE, THE OTHER PARTY AT ITS OPTION SHALL BE ENTITLED TO HAVE THE CASE TRANSFERRED TO ONE OF THE JURISDICTIONS AND VENUES ABOVE-DESCRIBED, OR IF SUCH TRANSFER CANNOT BE ACCOMPLISHED UNDER APPLICABLE LAW, TO HAVE SUCH CASE DISMISSED WITHOUT PREJUDICE .

13.

Waiver of Trial By Jury :   EACH OF THE COMPANY AND THE PURCHASER, BY ITS ACCEPTANCE OF THIS AGREEMENT, IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY TO THE FULL EXTENT PERMITTED BY APPLICABLE LAW .

14.

Indemnification :

(a)

Purchaser acknowledges that it understands the meaning and legal consequences of the representations and warranties contained herein, and it hereby agrees to indemnify and hold harmless Goldrich and any other person or entity relying upon such information thereof from and against any and all loss, damage or liability due to or arising out of a breach of any covenant, representation, warranty, or acknowledgement of Purchaser contained in this Agreement.

(b)

The Company acknowledges that it understands the meaning and legal consequences of the representations and warranties contained herein, and it hereby agrees to indemnify and hold harmless the Purchaser and any other person or entity relying upon such information thereof from and against any and all loss, damage or liability due to or arising out of a breach of any covenant, representation, warranty, or acknowledgement of the Company contained in this Agreement.



21



Execution Version



(c)

Promptly after receipt by any indemnified person of a notice of a claim or the beginning of any action in respect of which indemnity is to be sought against an indemnifying person pursuant to this Section 14, such indemnified person shall notify the indemnifying person in writing of such claim or of the commencement of such action and, subject to the provisions hereinafter stated, in case any such action shall be brought against an indemnified person, the indemnifying person shall be entitled to participate therein, and, to the extent that it shall wish, to assume the defense thereof.  After notice from the indemnifying person to such indemnified person of the indemnifying person’s election to assume the defense thereof, the indemnifying person shall not be liable to such indemnified person for any legal expenses subsequently incurred by such indemnified person in connection with the defense thereof; provided, however , that if there exists or shall exist a conflict of interest that would, in the opinion of counsel to the indemnified party, make it inappropriate under applicable laws or codes of professional responsibility for the same counsel to represent both the indemnified person and such indemnifying person or any affiliate or associate thereof, the indemnified person shall be entitled to retain its own counsel at the expense of such indemnifying person; provided, further , that the indemnifying person shall not be obligated to assume the expenses of more than one counsel to represent all indemnified persons.  In the event of such separate counsel, such counsel shall agree to reasonably cooperate.  In the event that the indemnifying party chooses to assume the defense of the indemnified party, the indemnifying party will first acknowledge in writing its liability to the indemnified party for indemnification hereunder.

(d)

If the indemnification provided for in this Section 14 is unavailable or insufficient to hold harmless an indemnified party under subsection (a) or (b) above in respect of any losses, claims, damages, expenses or liabilities (or actions or proceedings in respect thereof) referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, expenses or liabilities (or actions or proceedings in respect thereof) in such proportion as is appropriate to reflect the relative fault of Goldrich on the one hand and the Purchaser, or its agents, affiliates or persons acting on its behalf, on the other in connection with the statements or omissions which resulted in such losses, claims, damages, expenses or liabilities (or actions or proceedings in respect thereof), as well as any other relevant equitable considerations.  The amount paid or payable by an indemnified party as a result of the losses, claims, damages, expenses or liabilities (or actions or proceedings in respect thereof) referred to above in this subsection (d) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim.  

15.

Nonassignability :    Except as otherwise expressly provided herein, this Agreement may not be assigned by Purchaser to any person other than an Affiliate of Purchaser.  This Agreement shall be binding upon the parties hereto, their heirs, executors, successors, and legal representatives.  For purposes of this Section 15, “ Affiliate ” has the meaning given thereto in Rule 12b-2 promulgated under the 1934 Act.

16.

Entire Agreement :   This instrument contains the entire agreement among the parties with respect to the acquisition of the Note and the Warrants and the other transactions contemplated hereby, and there are no representations, covenants or other agreements except as stated or referred to herein.

17.

Amendment : This Agreement may be amended or modified only by a writing signed by the party or parties to be charged with such amendment or modification.



22



Execution Version



18.

Binding On Successors : All of the terms, provisions and conditions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors, and legal representatives.

19.

Titles : The titles of the sections of this Agreement are for convenience of reference only and are not to be considered in construing this Agreement.

20.

Severability :   The unenforceability or invalidity of any provision of this Agreement shall not affect the enforceability or validity of the balance of this Agreement.

21.

Disclosure Required Under State Law : The offering and sale of the Note is intended to be exempt from registration under the securities laws of certain states.  The Purchaser may be required to make additional disclosures by the securities laws of various states and agrees to provide such additional disclosures as requested by Goldrich upon written request.

22.

Notices : All notes or other communications hereunder (except payment) shall be in writing and shall be deemed to have been duly given if delivered personally or sent by registered or certified mail postage prepaid, or by Express Mail Service or similar courier, addressed as follows:


If to Purchaser:

At the address designated on the signature page of this Agreement.


With copies (which shall not constitutes notice) to:


Liner LLP

1100 Glendon Ave., 14 th Floor

Los Angeles, CA 90024

Attn: Mitchell Regenstreif, Esq.

Fax: 310.500.3501


Bipin A. Patel

1816 Arrowhead Drive

Oakland, CA 94611


If to the Company:

Goldrich Mining Company

2607 Southeast Blvd., Suite B211

Spokane, WA  99223-7614

Attention:  William Schara

Telephone No.: (509) 768-4468

Facsimile No.: (509) 695-3289

Email: wschara@goldrichmining.com


With a copy (which shall not constitute notice) to:


Dorsey & Whitney LLP

1400 Wewatta Street, Suite 400

Denver, CO  80202-5549

Fax:  303-629-3450

Attention:  Jason K. Brenkert, Esq.




23



Execution Version



23.

Time of the Essence :  Time shall be of the essence of this Agreement in all respects.


24.  

Facsimile and Counterpart Agreements :  Goldrich shall be entitled to rely on delivery of a facsimile copy of this Agreement executed by the Purchaser, and acceptance by Goldrich of such executed Agreement shall be legally effective to create a valid and binding agreement between the Purchaser and Goldrich in accordance with the terms hereof. In addition, this Agreement may be executed in counterparts, each of which shall be deemed an original and all of which shall constitute one and the same document.


25.

Future Assurances :  Each of the parties hereto will from time to time execute and deliver all such further documents and instruments and do all acts and things as the other party may, either before or after any Closing hereunder, reasonably require to effectively carry out or better evidence or perfect the full intent and meaning of this Agreement.


26.

Governing Language :  This Agreement has been prepared in the English language and the English language shall control its interpretation. All consents, notices, reports and other written documents to be delivered or provided by a party under this Agreement shall be in the English language, and in the event of any conflict between the provisions of any document and the English language translation thereof, the terms of the English language translation shall control.




24



Execution Version



Exhibit A


NOTE


[See Attached]



Exhibit A - 1





Execution Version



Exhibit B


FORM OF WARRANT


THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) OR ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES.  THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY, (B) IF THE SECURITIES HAVE BEEN REGISTERED IN COMPLIANCE WITH THE REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, (C) IN COMPLIANCE WITH THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT IN ACCORDANCE WITH RULE 144 THEREUNDER, IF APPLICABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT OR ANY APPLICABLE STATE LAWS AND REGULATIONS GOVERNING THE OFFER AND SALE OF SECURITIES, AND THE HOLDER HAS, PRIOR TO SUCH SALE, FURNISHED TO THE COMPANY AN OPINION OF COUNSEL OF RECOGNIZED STANDING, OR OTHER EVIDENCE OF EXEMPTION, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY. HEDGING TRANSACTIONS IN THESE SECURITIES ARE PROHIBITED EXCEPT IN COMPLIANCE WITH THE U.S. SECURITIES ACT.


THIS WARRANT AND THE SECURITIES DELIVERABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES.  THIS WARRANT MAY NOT BE EXERCISED BY OR ON BEHALF OF A “U.S. PERSON” OR A PERSON IN THE UNITED STATES UNLESS THE WARRANT AND THE UNDERLYING SECURITIES HAVE BEEN REGISTERED UNDER THE U.S. SECURITIES ACT AND THE APPLICABLE SECURITIES LEGISLATION OF ANY SUCH STATE OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS AVAILABLE.  “UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED BY REGULATION S UNDER THE U.S. SECURITIES ACT.


GOLDRICH MINING COMPANY

CLASS ¨ WARRANTS
TO PURCHASE SHARES

OF COMMON STOCK OF

GOLDRICH MINING COMPANY


CERTIFICATE NO.: ¨


Class ¨ Warrant to Purchase



Exhibit B - 1




Execution Version



¨ Shares of Common Stock

[ DATE ]

(“Issue Date”)


FOR VALUE RECEIVED, GOLDRICH MINING COMPANY , an Alaska corporation (the “ Company ”), hereby certifies that __________________________________ , its successor or permitted assigns (the “ Holder ”), is entitled, subject to the provisions of this Class ¨ Warrant, to purchase from the Company, at the times specified herein, ¨ fully paid and non-assessable shares of common stock of the Company, par value $0.10 per share (the “ Common Shares ”), at a purchase price per share equal to the Exercise Price (as hereinafter defined).


1.

Definitions .  (a)  The following terms, as used herein, have the following meanings:

Accelerated Expiration Price ” has the meaning set forth in Section 4(a) hereof.

Acceleration Trigger Date ” has the meaning set forth in Section 4(a) hereof.

Affiliate ” shall have the meaning given to such term in Rule 12b-2 promulgated under the Securities and Exchange Act of 1934, as amended.

Business Day ” means any day except a Saturday, Sunday or any other day on which commercial banks in the City of Spokane, Washington are authorized by law to close.

Cashless Exercise ” has the meaning set forth in Section 3 hereof.

Common Stock ” means the Common Stock, par value $0.10 per share, of the Company.

Duly Endorsed ” means duly endorsed in blank by the Person or Persons in whose name a stock certificate is registered or accompanied by a duly executed stock assignment separate from the certificate with the signature(s) thereon guaranteed by a commercial bank or trust company or a member of a national securities exchange or of the Financial Industry Regulatory Authority.

“Exercise Date” means the date a Warrant Exercise Notice is delivered to the Company in the manner provided in Section 10 below.

Exercise Price ” means [ ¨ ] .

Expiration Date ” means 5:00 p.m. (Spokane, Washington) on the date that is five (5) years after the Issue Date provided that if such date shall in the City of Spokane, Washington be a holiday or a day on which banks are authorized to close, then 5:00 p.m. on the next following day which in the City of Spokane, Washington is not a holiday or a day on which banks are authorized to close.

Initial Warrant Issue Date ” means the date hereof.

Market Price ” means the closing price of the Common Shares on the Common Shares’ Principal Market in the United States or Canada on the last Business Day before the date of issuance of the Warrants

Person ” means an individual, partnership, corporation, trust, joint stock company, association, joint venture, or any other entity or organization, including a government or political subdivision or an agency or instrumentality thereof.

Principal Market ” means the OTCBB or the primary securities exchanges or market on which such security may at the time be listed or quoted for trading.



Exhibit B - 2




Execution Version



Trading Day ” means any day on which trading occurs on the OTCBB (or such other exchange or market as the Common Shares may trade on in the United States).

Warrant Shares ” means the Common Shares deliverable upon exercise of this Class • Warrant, as adjusted from time to time.


2.

Exercise of Class • Warrant .


(a)

The Holder is entitled to exercise this Class • Warrant in whole or in part at any time on or after the Initial Warrant Issue Date until the Expiration Date.  To exercise this Class • Warrant, the Holder shall execute and deliver to the Company a Warrant Exercise Notice substantially in the form annexed hereto.  No earlier than five (5) days after delivery of the Warrant Exercise Notice, the Holder shall deliver to the Company this Class • Warrant Certificate, including the Warrant Exercise Subscription Form forming a part hereof duly executed by the Holder, together with payment of the applicable Exercise Price.  Upon such delivery and payment, the Holder shall be deemed to be the holder of record of the Warrant Shares subject to such exercise, notwithstanding that the stock transfer books of the Company shall then be closed or that certificates representing such Warrant Shares shall not then be actually delivered to the Holder.  No fractional shares will be issued.


(b)

The Exercise Price may be paid to the Company in cash or by certified or official bank check or bank cashier’s check payable to the order of the Company, or by wire transfer or by any combination of cash, check or wire transfer.


(c)

If the Holder exercises this Class • Warrant in part, this Class • Warrant Certificate shall be surrendered by the Holder to the Company and a new Class • Warrant of the same tenor and for the unexercised number of Warrant Shares shall be executed by the Company.  The Company shall register the new Class • Warrant Certificate in the name of the Holder or in such name or names of its transferee pursuant to paragraph 6 hereof as may be directed in writing by the Holder and deliver the new Class • Warrant Certificate to the Person or Persons entitled to receive the same.


(d)

Upon surrender of this Class • Warrant Certificate in conformity with the foregoing provisions, the Company shall transfer to the Holder of this Class • Warrant Certificate appropriate evidence of ownership of the Common Shares or other securities or property to which the Holder is entitled, registered or otherwise placed in, or payable to the order of, the name or names of the Holder or such transferee as may be directed in writing by the Holder, and shall deliver such evidence of ownership and any other securities or property to the Person or Persons entitled to receive the same.  


(e)

In no event may the Holder exercise these Class • Warrants in whole or in part unless (i) the Holder certifies that it is an “accredited investor” as defined under Rule 501(a) of Regulation D and makes the representations, warranties and agreements set forth in the exercise subscription form attached hereto, (ii) the Holder certifies that it has an exemption from registration under the U.S. Securities Act and any applicable state securities laws available, and has delivered to the Company an opinion of counsel to such effect, it being understood that any opinion of counsel tendered in connection with the exercise of the Warrants must be in form and substance reasonably satisfactory to the Corporation, or (iii) the Holder is a non-U.S. person (as defined in Regulation S of the U.S. Securities Act) exercising these Class • Warrants in an “offshore transaction” in accordance with the requirements of Regulation S of the U.S. Securities Act.


(f)

The Company will not be obligated to issue any fractional shares upon exercise of this Class • Warrant and, upon exercise of this Class • Warrant, the Company shall pay Holder in cash for any fractional shares that otherwise would be issuable.


3.

Cashless Exercise .  Holder may, in its sole discretion, exercise this Class • Warrant in whole or in part and, in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise, elect instead to receive upon such exercise the “net number” of Warrant Shares determined according to the following



Exhibit B - 3




Execution Version



formula (a “ Cashless Exercise ”):


X =

Y(A-B)

                  A


X =

the number of Warrant Shares to be issued to Holder upon exercise pursuant to this Section 3;


Y =

the number of Warrant Shares issuable upon exercise of the Class • Warrant so surrendered, without giving effect to this Section 3;


 A =

the Market Price of one Common Share as of the day of exercise; and


 B =

the per share Exercise Price in effect on the Initial Warrant Issue Date.


4.

Accelerated Expiration Date .  


(a)

If at any time following the Initial Warrant Issue Date the volume weighted average of the Common Shares on the Common Shares’ Principal Market in the United States or Canada exceeds $0.42 (the “ Accelerated Expiration Price ”) for a period of twenty consecutive trading dates, then on the date that is the 20 th consecutive trading date (the “ Acceleration Trigger Date ”), the Company may, in its sole discretion, accelerate the Expiration Date of this Class • Warrant, in whole or in part, by giving written notice to the Holder within 10 business days of the occurrence thereof and in such case this Class • Warrant, in whole or in part, will expire on the 20 th business day after the date on which such notice is given by the Company to the Holder of the Acceleration Trigger Date.  


(b)

This Warrant has been issued pursuant to a senior note purchase agreement between the Company and the original holder of this Warrant (the “ Purchaser ”) dated January 24, 2014 (the “ Note Purchase Agreement ”).  Upon termination of the Note Purchase Agreement as provided in Section 10 of the Note Purchase Agreement, this Warrant shall remain outstanding and exercisable in accordance with the terms hereof.


5.

Restrictive Legend .  Certificates representing Common Shares issued pursuant to this Class • Warrant shall bear a legend substantially in the form of the legend set forth on the first page of this Class • Warrant Certificate to the extent that and for so long as such legend is required pursuant to applicable law.


6.

Covenants of the Company .


(a)

The Company hereby agrees that at all times there shall be reserved for issuance and delivery upon exercise of this Class • Warrant such number of its authorized but unissued Common Shares or other securities of the Company from time to time issuable upon exercise of this Class • Warrant as will be sufficient to permit the exercise in full of this Class • Warrant.  All such shares shall be duly authorized and, when issued upon such exercise, shall be validly issued, fully paid and non-assessable, free and clear of all liens, security interests, charges and other encumbrances or restrictions on sale and free and clear of all preemptive rights.


(b)

The Company shall not by any action, including, without limitation, amending its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Class • Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights of Holder against impairment.  Without limiting the generality of the foregoing, the Company will (i) not increase the par value of any Common Shares receivable upon the exercise of this Class • Warrant above the amount payable therefor upon such exercise immediately prior to such increase in par value, (ii) take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable Common Shares upon the exercise of this Class • Warrant, and (iii) use its best efforts to obtain all such authorizations, exemptions or consents from any



Exhibit B - 4




Execution Version



public regulatory body having jurisdiction thereof as may be necessary to enable the Company to perform its obligations under this Class • Warrant.


(c)

Before taking any action which would cause an adjustment reducing the current Exercise Price below the then par value, if any, of the Common Shares issuable upon exercise of the Class • Warrants, the Company shall take any corporate action which may be necessary in order that the Company may validly and legally issue fully paid and non-assessable shares of such Common Shares at such adjusted Exercise Price.


(d)

Before taking any action which would result in an adjustment in the number of Common Shares for which this Class • Warrant is exercisable or in the Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory body or bodies having jurisdiction thereof.


(e)

The Company covenants that during the period the Class • Warrant is outstanding, it will use its best efforts to comply with any and all reporting obligations under the Securities Exchange Act of 1934, as amended.


(f)

The Company will take all such reasonable action as may be necessary (i) to maintain a Principal Market for its Common Shares in the United States and (ii) to assure that such Warrant Shares may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of the Principal Market upon which the Common Shares may be listed.


(g)

The Company shall preserve and maintain its corporate existence and all licenses and permits that are material to the proper conduct of its business.


(h)

The Company will not close its shareholder books or records in any manner which prevents the timely exercise of this Class • Warrant.


7.

Exchange, Transfer or Assignment of Class • Warrant; Registration .


The Holder agrees that this Class • Warrant is non-transferable.


8.

Anti-Dilution Provisions .  The Exercise Price in effect at any time and the number and kind of securities purchasable upon the exercise of the Class • Warrant shall be subject to adjustment from time to time upon the happening of certain events as follows:


(a)

In case the Company shall (i) declare a dividend or make a distribution on its outstanding Common Shares in Common Shares, (ii) subdivide or reclassify its outstanding Common Shares into a greater number of shares, or (iii) combine or reclassify its outstanding Common Shares into a smaller number of shares, the number of Warrant Shares shall be proportionately adjusted to reflect such dividend, distribution, subdivision, reclassification or combination. For example, if the Company declares a 2 for 1 stock split and the number of Warrant Shares immediately prior to such event was 200,000, the number of Warrant Shares immediately after such event would be 400,000.  Such adjustment shall be made successively whenever any event listed above shall occur.  

(b)

Whenever the number of Warrant Shares is adjusted pursuant to Subsection (a) above, the Exercise Price shall simultaneously be adjusted by multiplying the Exercise Price immediately prior to such event by the number of Warrant Shares immediately prior to such event and dividing the product so obtained by the number of Warrant Shares, as adjusted. If an Exercise Price has not yet been established, an adjustment thereof shall be deferred until one is established pursuant to the terms of this Class • Warrant.

(c)

No adjustment in the Exercise Price shall be required unless such adjustment would require an increase or decrease of at least one percent (1%) in such price; provided, however, that any adjustments which by reason of this Subsection (c) are not required to be made shall be carried forward and taken into account in any



Exhibit B - 5




Execution Version



subsequent adjustment required to be made hereunder. All calculations under this Section 8 shall be made to the nearest cent or to the nearest one-hundredth of a share, as the case may be.

(d)

Whenever the Exercise Price is adjusted, as herein provided, the Company shall promptly cause a notice setting forth the adjusted Exercise Price and adjusted number of Shares issuable upon exercise of each Class • Warrant to be mailed to the Holder.  The Company may retain a firm of independent certified public accountants selected by the Board of Directors (who may be the regular accountants employed by the Company) to make any computation required by this Section 8, and a certificate signed by such firm shall be conclusive evidence of the correctness of such adjustment.

(e)

In the event that at any time, as a result of an adjustment made pursuant to Subsection (a) above, the Holder of this Class • Warrant thereafter shall become entitled to receive any shares of the Company, other than Common Shares, thereafter the number of such other shares so receivable upon exercise of this Class • Warrant shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Common Shares contained in Subsection (a), above.

(f)

Irrespective of any adjustments in the Exercise Price or the number or kind of shares purchasable upon exercise of this Class • Warrant, Class • Warrants theretofore or thereafter issued may continue to express the same price and number and kind of shares as are stated in this Class • Warrant.

(g)

In case at any time or from time to time conditions arise by reasons of action taken by the Company, which in the reasonable opinion of its Board of Directors, are not adequately covered by the provisions of Section 8 hereof, and which might materially and adversely affect the exercise rights of the Holder hereof, the Board of Directors shall appoint a firm of independent certified public accountants, which may be the firm regularly retained by the Company, which will give their opinion upon the adjustment, if any, on a basis consistent with the standards established in the other provisions of Section 8 necessary with respect to the Exercise Price then in effect and the number of Common Shares for which the Class • Warrant is exercisable, so as to preserve, without dilution, the exercise rights of the Holder.  Upon receipt of such opinion, the Board of Directors shall forthwith make the adjustments described therein.

9.

Loss or Destruction of Class • Warrant .  Upon receipt by the Company of evidence satisfactory to it (in the exercise of its reasonable discretion) of the loss, theft, destruction or mutilation of this Class • Warrant Certificate, and (in the case of loss, theft or destruction) of reasonably satisfactory indemnification, and upon surrender and cancellation of this Class • Warrant Certificate, if mutilated, the Company shall execute and deliver a new Class • Warrant Certificate of like tenor and date.

10.

Notices .  Any notice, demand or delivery authorized by this Class • Warrant Certificate shall be in writing and shall be given to the Holder or the Company, as the case may be, at its address (or telecopier number) set forth below, or such other address (or telecopier number) as shall have been furnished to the party giving or making such notice, demand or delivery:


If to the Company:

GOLDRICH MINING COMPANY

2607 Southeast Blvd., Suite B211

Spokane, WA 99223-76143412

Attention:  William Schara

Telephone No.: (509) 768-4468

Facsimile No.: (509) 695-3289

Email: wschara@goldrichmining.com




Exhibit B - 6




Execution Version



With a copy to:

DORSEY & WHITNEY LLP

1400 Wewatta Street, Suite 400

Denver, CO  80202-5647

Attn:  Jason K. Brenkert, Esq.

Fax:  303-629-3450


If to the Holder:

at the address set forth on the last page of this Class • Warrant.


Each such notice, demand or delivery shall be effective (i) if given by telecopy, when such telecopy is transmitted to the telecopy number specified herein and the intended recipient confirms the receipt of such telecopy or (ii) if given by any other means, when received at the address specified herein.  

11.

Rights of the Holder .  Prior to the exercise of any Class • Warrant, the Holder shall not, by virtue hereof, be entitled to any rights of a shareholder of the Company, including, without limitation, the right to vote, to receive dividends or other distributions, to exercise any preemptive right or any notice of any proceedings of the Company except as may be specifically provided for herein.

12.

Governing Law .  THIS CLASS • WARRANT CERTIFICATE AND ALL RIGHTS ARISING HEREUNDER SHALL BE CONSTRUED AND DETERMINED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF ALASKA, AND THE PERFORMANCE THEREOF SHALL BE GOVERNED AND ENFORCED IN ACCORDANCE WITH SUCH LAWS.

13.

Amendments; Waivers .  Any provision of this Class • Warrant Certificate may be amended or waived if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by the Holder and the Company, or in the case of a waiver, by the party against whom the waiver is to be effective.  No failure or delay by either party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege.  The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

14.

Company Reorganization.  In the event of any sale of substantially all the assets of the Company or any reorganization, reclassification, merger or consolidation of the Company where the Company is not the surviving entity, then as a condition to the Company entering into such transaction, the entity acquiring such assets or the surviving entity, as the case may be, shall agree to assume the Company’s obligations hereunder.

************



Exhibit B - 7




Execution Version



IN WITNESS WHEREOF, the Company has duly caused this Warrant to be signed by its duly authorized officer and to be dated as of January 24, 2014.


GOLDRICH MINING COMPANY

By:                                                                 

Name:                                                           

Title:                                                             


HOLDER:

______________________________

______________________________

______________________________

(Name and address)



Exhibit B - 8




Execution Version



CLASS • WARRANT EXERCISE SUBSCRIPTION FORM


(To be executed only upon exercise of the Class • Warrant

after delivery of Warrant Exercise Notice)


To:

GOLDRICH MINING COMPANY

The undersigned irrevocably exercises the Class • Warrant for the purchase of _______________ shares (the “ Shares ”) of Common Shares, par value $0.10 per share, of GOLDRICH MINING COMPANY (the “ Company ”) at $______________ per Share (the Exercise Price currently in effect pursuant to the Class • Warrant).

The undersigned herewith makes payment of $_____________ (such payment being made in cash or by certified or official bank or bank cashier's check payable to the order of the Company or by any permitted combination of such cash or check), all on the terms and conditions specified in the within Class • Warrant Certificate, surrenders this Class • Warrant Certificate and all right, title and interest therein to the Company and directs that the Shares deliverable upon the exercise of this Class • Warrant be registered or placed in the name and at the address specified below and delivered thereto.

(Check one)



The undersigned holder (i) at the time of exercise of these Warrants is not in the United States; (ii) is not a U.S. person as defined in Regulation S under the United States Securities Act of 1933, as amended (the U.S. Securities Act ), and is not exercising these Warrants on behalf , or for the account or benefit , of a person in the U.S. or a U.S. person ; and (iii) did not execute or deliver this Warrant Exercise Form in the United States; or



The undersigned certifies that an exemption from registration under the U.S. Securities Act and any applicable state securities laws is available, and attached hereto is an opinion of counsel to such effect, it being understood that any opinion of counsel tendered in connection with the exercise of these Warrants must be in form and substance reasonably satisfactory to the Corporation; or



The undersigned certifies that the undersigned is an accredited investor as defined under Rule 501(a) of Regulation D and has delivered herewith a duly-executed U.S. Accredited Investor Certificate in the form set forth below.

The undersigned acknowledges that the certificates representing the Common Shares issuable upon exercise of this Warrant will bear a legend restricting their transfer under the U.S. Securities Act and applicable state securities laws.

Number of Common Shares beneficially owned or deemed beneficially owned by the Holder on the date of

Exercise: _________________________

Check this box, if applicable:

o

The undersigned hereby represents that it has either sold the common stock to be issued hereunder or intends to sell such common stock within five (5) business days of receipt of such common stock in compliance with the Plan of Distribution set forth in the Registration Statement file under the U.S. Securities Act in respect to such common stock and in compliance with the applicable securities law.  The undersigned hereby requests that the share certificate representing the common stock be issued without a restrictive legend.


Date:                                                              


                                                                       




Exhibit B-9





Execution Version



(Signature of Owner)

                                                                       

(Street Address)

                                                                       

(City)

(State)

(Zip Code)



Securities and/or check to be issued to:                                                                 


Please insert social security or identifying number:                                               


Name:                                                                                                                     


Street Address:                                                                                                        


City, State and Zip Code:                                                                                        


Any unexercised portion of the Class • Warrant evidenced by the within Class • Warrant Certificate to be issued to:  

                                                                                                                                


Please insert social security or identifying number:                                               


Name:

                                                                                                                  


Street Address:                                                                                                        


City, State and Zip Code:                                                                                        



U.S. Accredited Investor Certificate Follows






Exhibit B-10





Execution Version



U.S. ACCREDITED INVESTOR CERTIFICATE


TO:

GOLDRICH MINING COMPANY

The Purchaser understands and agrees that the shares of common stock issuable upon exercise of the Warrants (collectively, the “ Securities ”) have not been and will not be registered under the U.S. Securities Act, or applicable state securities laws, and the Securities are being offered and sold to the Purchaser in reliance upon Rule 506(b) of Regulation D under the U.S. Securities Act.

Capitalized terms used in this certificate and defined in the Warrant to which this certificate is attached have the meaning defined in the Warrant unless otherwise defined herein.

The Purchaser represents, warrants and covenants (which representations, warranties and covenants shall survive the Closing) to the Company (and acknowledges that the Company is relying thereon) that:

(a)

it has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Securities and it is able to bear the economic risk of loss of its entire investment;

(b)

it understands and agrees that the Securities have not been and will not be registered under the U.S. Securities Act, or applicable state securities laws, and the Securities are being offered and sold to the Purchaser in reliance upon Rule 506(b) of Regulation D;

(c)

it is purchasing the Securities for its own account or for the account of one or more persons for whom it is exercising sole investment discretion, (a “ Beneficial Purchaser ”), for investment purposes only and not with a view to resale or distribution and, in particular, neither it nor any Beneficial Purchaser for whose account it is purchasing the Securities has any intention to distribute either directly or indirectly any of the Securities in the United States or to U.S. Persons; provided, however, that this paragraph shall not restrict the Purchaser from selling or otherwise disposing of any of the Securities pursuant to registration thereof pursuant to the U.S. Securities Act and any applicable state securities laws or under an exemption from such registration requirements;

(d)

it, and if applicable, each Beneficial Purchaser for whose account it is purchasing the Securities is a U.S. Accredited Investor that satisfies one or more of the categories of U.S. Accredited Investor indicated below ( the Purchaser must initial “SUB” for the Purchaser, and “BP” for each Beneficial Purchaser, if any, on the appropriate line(s) ):

          

  Category 1.

A bank, as defined in Section 3(a)(2) of the U.S. Securities Act, whether acting in its individual or fiduciary capacity; or

          

  Category 2.

A savings and loan association or other institution as defined in Section 3(a)(5)(A) of the U.S. Securities Act, whether acting in its individual or fiduciary capacity; or

          

  Category 3.

A broker or dealer registered pursuant to Section 15 of the United States Securities Exchange Act of 1934, as amended; or

          

  Category 4.

An insurance company as defined in Section 2(13) of the U.S. Securities Act; or




Exhibit B-11





Execution Version



          

  Category 5.

An investment company registered under the United States Investment Company Act of 1940 ; or

          

  Category 6.

A business development company as defined in Section 2(a)(48) of the United States Investment Company Act of 1940; or

          

  Category 7.

A small business investment company licensed by the U.S. Small Business Administration under Section 301 (c) or (d) of the United States Small Business Investment Act of 1958; or

          

 Category 8.

A plan established and maintained by a state, its political subdivisions or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, with total assets in excess of U.S. $5,000,000; or

          

  Category 9.

An employee benefit plan within the meaning of the United States Employee Retirement Income Security Act of 1974 in which the investment decision is made by a plan fiduciary, as defined in Section 3(21) of such Act, which is either a bank, savings and loan association, insurance company or registered investment adviser, or an employee benefit plan with total assets in excess of U.S. $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons who are accredited investors; or

          

  Category 10.

A private business development company as defined in Section 202(a)(22) of the United States Investment Advisers Act of 1940; or

          

  Category 11.

An organization described in Section 501(c)(3) of the United States Internal Revenue Code, a corporation, a Massachusetts or similar business trust, or a partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of U.S. $5,000,000; or

          

  Category 12.

Any director or executive officer of the Company; or

          

  Category 13.

A natural person whose individual net worth, or joint net worth with that person's spouse, at the time of this purchase exceeds US$1,000,000; provided, however, that (i) person’s primary residence shall not be included as an asset; (ii) indebtedness that is secured by the person’s primary residence, up to the estimated fair market value of the primary residence at the time of the sale of securities, shall not be included as a liability (except that if the amount of such indebtedness outstanding at the time of the sale of securities exceeds the amount outstanding 60 days before such time, other than as a result of the acquisition of the primary residence, the amount of such excess shall be included as a liability); and (iii) indebtedness that is secured by the person’s primary residence in excess of the estimated fair market value of the primary residence at the time of the sale of securities shall be included as a liability; or




Exhibit B-12





Execution Version



          

  Category 14.

A natural person who had an individual income in excess of U.S. $200,000 in each of the two most recent years or joint income with that person’s spouse in excess of U.S. $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year; or

          

  Category 15.

A trust, with total assets in excess of U.S. $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) under the U.S. Securities Act; or

          

  Category 16.

Any entity in which all of the equity owners meet the requirements of at least one of the above categories;

(e)

it acknowledges that the Securities are “restricted securities”, as such term is defined under Rule 144 of the U.S. Securities Act, and may not be offered, sold, pledged, or otherwise transferred, directly or indirectly, without prior registration under the U.S. Securities Act and applicable state securities laws, and it agrees that if it decides to offer, sell, pledge or otherwise transfer, directly or indirectly, any of the Securities absent such registration, it will not offer, sell, pledge or otherwise transfer, directly or indirectly, any of the Securities, except:

i.

to the Company; or

ii.

outside the United States in an “offshore transaction” in compliance with the requirements of Rule 904 of Regulation S under the U.S. Securities Act, if available, and in compliance with applicable local laws and regulations; or

iii.

in compliance with the exemption from registration under the U.S. Securities Act provided by Rule 144 thereunder, if available, and in accordance with any applicable state securities laws; or

iv.

in a transaction that does not require registration under the U.S. Securities Act or any applicable state securities laws;

v.

and, in the case of subparagraph (iii) or (iv), it has furnished to the Company an opinion of counsel of recognized standing in form and substance satisfactory to the Company to such effect.

(f)

it understands and acknowledges that the Securities are “restricted securities” as defined in Rule 144 under the U.S. Securities Act and upon the original issuance thereof, and until such time as the same is no longer required under the applicable requirements of the U.S. Securities Act and applicable state securities laws, the certificates representing the Securities, and all securities issued in exchange therefor or in substitution thereof, will bear a legend in substantially the following form:

“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) OR ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES.  THESE SECURITIES MAY BE




Exhibit B-13





Execution Version



OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY, (B) IF THE SECURITIES HAVE BEEN REGISTERED IN COMPLIANCE WITH THE REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, (C) IN COMPLIANCE WITH THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT IN ACCORDANCE WITH RULE 144 THEREUNDER, IF APPLICABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT OR ANY APPLICABLE STATE LAWS AND REGULATIONS GOVERNING THE OFFER AND SALE OF SECURITIES, AND THE HOLDER HAS, PRIOR TO SUCH SALE, FURNISHED TO THE COMPANY AN OPINION OF COUNSEL OF RECOGNIZED STANDING, OR OTHER EVIDENCE OF EXEMPTION, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY. HEDGING TRANSACTIONS IN THESE SECURITIES ARE PROHIBITED EXCEPT IN COMPLIANCE WITH THE U.S. SECURITIES ACT. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” ON STOCK EXCHANGES.”

provided that, if any Securities are being sold, the legend may be removed by delivery to the registrar and transfer agent and the Company of an opinion of counsel, of recognized standing, in form and substance reasonably satisfactory to the Company, that such legend is no longer required under applicable requirements of the U.S. Securities Act;

(g)

the Purchaser understands that absent registration pursuant to the U.S. Securities Act, the Purchaser may be required to hold the Securities indefinitely or to transfer the Securities in “private placements” which are exempt from registration under the U.S. Securities Act, in which event the transferee will acquire “restricted securities” subject to the same limitations as in the hands of the Purchaser.  As a consequence, the Purchaser understands that it must bear the economic risks of the investment in the Securities for an indefinite period of time;

(h)

the office or other address of the Purchaser at which the Purchaser received and accepted the offer to purchase the Securities is the address listed as the “Purchaser’s Address” on the signature page of the Subscription Agreement;

(i)

it has had the opportunity to ask questions of and receive answers from the Company regarding the investment, and has received all the information regarding the Company that it has requested;

(j)

it consents to the Company making a notation on its records or giving instruction to the registrar and transfer agent of the Company in order to implement the restrictions on transfer set forth and described herein;

(k)

it understands and acknowledges that (i) if the Company is deemed to have been at any time previously an issuer with no or nominal operations and no or nominal assets other than cash and cash equivalents, Rule 144 under the U.S. Securities Act may not be available for resale of the Securities, (ii) the Company believes that it likely was previously an issuer with no or nominal operations and no or nominal assets other than cash and cash equivalents and (iii) the Company is not obligated to make Rule 144 under the U.S. Securities Act available for resale of such Securities;




Exhibit B-14





Execution Version



(l)

it has not purchased the Securities as a result of any form of “general solicitation” or “general advertising” (as used in Rule 502(c) of Regulation D), including any advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio, television or internet or any seminar or meeting whose attendees have been invited by “general solicitation” or “general advertising”; and

(m)

it acknowledges that the representations, warranties and covenants contained in this Certificate are made by it with the intent that they may be relied upon by the Company in determining its eligibility or the eligibility of others on whose behalf it is contracting thereunder to purchase Securities.  It agrees that by accepting Securities it shall be representing and warranting that the representations and warranties above are true as at the Closing with the same force and effect as if they had been made by it at the Closing and that they shall survive the purchase by it of Securities and shall continue in full force and effect notwithstanding any subsequent disposition by it of such securities.



The Purchaser undertakes to notify the Company immediately of any change in any representation, warranty or other information relating to the Purchaser or any Beneficial Purchaser set forth herein which takes place prior to the Closing.

Dated this         

 day of

                                    , ______.


If a Corporation, Partnership or Other Entity:


                                                                     

Name of Entity



                                                                      

Type of Entity



                                                                       

Signature of Person Signing



                                                                       

Print or Type Name and Title of Person Signing

 

If an Individual:


                                                                     

Signature



                                                                      

Print or Type Name






Exhibit B-15





Execution Version



Exhibit C


GUARANTY


[See Attached]




Exhibit C - 1



Execution Version



Exhibit D

NON-U.S. PURCHASER REGULATION S CERTIFICATE


The Purchaser understands and agrees that the Offered Securities have not been and will not be registered under the U.S. Securities Act, or applicable state securities laws, and the Offered Securities are being offered and sold to the Purchaser in reliance upon the exclusion from such registration requirements available under Rule 903 of Regulation S under the U.S. Securities Act.

Capitalized terms used in this certificate and defined in the Agreement to which this certificate is attached have the meaning defined in the Agreement unless otherwise defined herein.

The undersigned (the “ Purchaser ”) represents warrants and covenants (which representations, warranties and covenants shall survive each Closing), on its own behalf and, if applicable, on behalf of the Disclosed Purchaser, to the Company, (and acknowledges that the Company is relying thereon) that:

(a)

it is purchasing the Offered Securities for its own account or for the account of one or more persons for whom it is exercising sole investment discretion, (a “ Disclosed Purchaser ”), for investment purposes only and not with a view to resale or distribution in violation of applicable securities laws and, in particular, neither it nor any Disclosed Purchaser for whose account it is purchasing the Offered Securities is a “Distributor” as defined in Rule 902(d) of Regulation S or has any intention to distribute either directly or indirectly any of the Offered Securities in the United States or to, or for the account or benefit of, a U.S. Person or person in the United States; provided, however, that this paragraph shall not restrict the Purchaser from selling or otherwise disposing of any of the Offered Securities pursuant to registration thereof pursuant to the U.S. Securities Act and any applicable state securities laws or under an exemption from such registration requirements;

(b)

neither it nor the Disclosed Purchaser, if any, is a U.S. Person;

(c)

unless it is excluded from the definition of U.S. Person pursuant to Rule 902(k)(2)(vi) of Regulation S or a person holding accounts excluded from the definition of U.S. Person pursuant to Rule 902(k)(2)(i) of Regulation S, solely in its capacity as holder of such accounts, (a) it and the Disclosed Purchaser, if any, are not resident in the United States and are not purchasing the Offered Securities for the account or benefit of a U.S. Person or person in the United States, (b) Offered Securities were not offered to it or the Disclosed Purchaser, if any, in the United States and (c) at the time its buy order was made and this Agreement was executed, it (or its authorized signatory) were outside the United States;

(d)

the current structure of this transaction and all transactions and activities contemplated hereunder is not a scheme to avoid the registration requirements of the U.S. Securities Act;

(e)

the Purchaser did not receive the offer to purchase the Offered Securities as a result of, nor will it engage in, any directed selling efforts (as defined in Regulation S);



Exhibit D - 1 = "LAST PAGE ONLY"  =  0,  =  0) 0 = 1  " "   



Execution Version



(f)

the Purchaser agrees not to engage in hedging transactions in the Offered Securities except in compliance with the U.S. Securities Act;

(g)

the Purchaser agrees that prior to the expiration of the one-year distribution compliance period set forth in Rule 903(b)(3) of Regulation S under the U.S. Securities Act with regard to the Offered Securities, it will not offer, sell or transfer, directly or indirectly, any of the Offered Securities except in accordance with the provisions of Regulation S, pursuant to registration under the U.S. Securities Act or pursuant to an available exemption from registration under the U.S. Securities Act;

(h)

the Purchaser acknowledges and agrees that the Company is hereby bound by this Agreement to refuse to register any transfer of the Offered Securities not made in accordance with Regulation S, pursuant to registration under the U.S. Securities Act or pursuant to an available exemption from registration under the U.S. Securities Act and in compliance with any applicable local laws and regulations;

(i)

the Purchaser acknowledges that upon the issuance of the Offered Securities, and until such time as the same is no longer required under the applicable requirements of the U.S. Securities Act or applicable state securities laws and regulations, the certificates representing the Offered Securities, and all securities issued in exchange therefor or in substitution thereof, will bear a legend in substantially the form as set forth in Section 2 of the accompanying Agreement and that the Offered Securities will be subject to the restrictions on transfer set forth therein;

(j)

the Purchaser acknowledges that the Company is not a “foreign issuer” as defined in Regulation S and therefore, pursuant to Rule 905 of Regulation S, the United States securities law legend set forth in Section 2 of the accompanying Agreement may not be removed from certificates representing the Offered Securities upon any resale made pursuant to Rule 903 or 904 of Regulation S; therefore the certificates representing the Offered Securities which bear such legend may not constitute “good delivery” in settlement of transactions on stock exchanges; and

(k)

the Purchaser understands that (i) the Company may be deemed to be an issuer that is, or that has been at any time previously, an issuer with no or nominal operations and no or nominal assets other than cash and cash equivalents (a “Shell Company”), (ii) if the Company is deemed to be, or to have been at any time previously, a Shell Company, Rule 144 under the U.S. Securities Act may not be available for resales of the Offered Securities, and (iii) the Company is not obligated to make Rule 144 under the U.S. Securities Act available for resales of the Offered Securities.

The Purchaser undertakes to notify the Company immediately of any change in any representation, warranty or other information relating to the Purchaser or any Disclosed Purchaser set forth herein which takes place prior to any Closing.



Dated this 24th day of January, 2014.



Exhibit D - 2 = "LAST PAGE ONLY"  =  0,  =  0) 0 = 1  " "   



Execution Version




If a Corporation, Partnership or Other Entity:


                                                                     

Name of Entity



                                                                       

Type of Entity



                                                                       

Signature of Person Signing



                                                                       

Print or Type Name and Title of Person Signing

 

If an Individual:


                                                                     

Signature



                                                                      

Print or Type Name



Exhibit D - 3 = "LAST PAGE ONLY"  =  0,  =  0) 0 = 1  " "   



Execution Version



Exhibit E


SELLING SHAREHOLDER QUESTIONNAIRE

To:

GOLDRICH MINING COMPANY

2607 Southeast Blvd., Suite B211

Spokane, WA 99223-7614


Complete and Return with Subscription Agreement

Capitalized terms used herein but not otherwise defined shall have the meaning set forth in that certain Subscription Agreement, by and between Goldrich Mining Company, an Alaska corporation (the “Company”), and the Subscribers thereto.  This Questionnaire is being delivered to you in connection with a registration statement to be filed with the United States Securities and Exchange Commission.  Your securities will not be registered unless you complete this Questionnaire and return it as instructed. In the registration statement, the holders of the shares, whether or not they wish to sell the shares at that time, are referred to as “Selling Shareholders”.

A.

BACKGROUND INFORMATION

Name:                                                                                                                                                                               

Business Address:                                                                                                                                                            

(Number and Street)
                                                                                                                                                                                        

(City)

  (State)  (Zip Code)

Telephone Number:                                                                                                                                                          

If a corporation, partnership, limited liability company, trust or other entity:


Type of entity:                                                                                                                                                   


State of formation:                                              

Date of formation:                                                

Social Security or Taxpayer Identification No.                                                                                                              

Email address of contact person:                                                                                                                                     

Current ownership of securities of the Company:


____Common Shares


Options or warrants to purchase _______ Common Shares (if any)

Number of Shares you are requesting to be registered in the Registration Statement:


_____________ Common Shares



Exhibit E - 1



Execution Version



BENEFICIAL OWNERSHIP INFORMATION: Please describe the beneficial ownership of the shares and/or warrants owned by you or your organization.  If the undersigned is a partnership, limited liability company or similar entity, please identify the individual or individuals with ultimate voting and dispositive power over such shares and/or warrants, typically the investment manager or investment advisor with primary responsibility for this investment.  This information is available from your compliance officer or general counsel.  THE COMPANY WILL NOT BE ABLE TO REGISTER YOUR SECURITIES WITHOUT THIS IMPORTANT INFORMATION.

Exception : This information need not be provided if the undersigned is a publicly traded company.

_____________________________________________________________________________________

_____________________________________________________________________________________

_____________________________________________________________________________________

_____________________________________________________________________________________

_____________________________________________________________________________________

____________________________________________________________________________________

Have you or your organization had any position, office or other material relationship within the past three years with the Company or its affiliates?

[   ] Yes

[   ] No

If yes, please indicate the nature of any such relationships below:

_____________________________________________________________________________________

_____________________________________________________________________________________

_____________________________________________________________________________________

_____________________________________________________________________________________

If you, any of your associates, or any member of your immediate family had or will have any direct or indirect material interest in any transaction or series of transactions to which the Company or any of its subsidiaries was a party at any time since January 1, 2009, or in any currently proposed transactions or series of transactions in which the company or any of its subsidiaries will be a party, in which the amount involved exceeds $120,000, please specify (a) the names of the parties to the transaction(s) and their relationship to you, (b) the nature of the interest in the transaction, (c) the amount involved in the transaction, and (d) the amount of the interest in the transaction.  If the answer is “none”, please so state.

_____________________________________________________________________________________

_____________________________________________________________________________________

_____________________________________________________________________________________

_____________________________________________________________________________________

Are you (i) an FINRA Member (see definition), (ii) a Controlling (see definition) shareholder of an FINRA Member, (iii) a Person Associated with a Member of the FINRA (see definition), or (iv) an Underwriter or a Related Person (see definition) with respect to the proposed offering; or (b) do you own any shares or other securities of any FINRA Member not purchased in the open market; or (c) have you made any outstanding subordinated loans to any FINRA Member? IN RESPONDING TO THIS QUESTION, INDICATE WHETHER OR NOT YOU ARE A BROKER



Exhibit E - 2



Execution Version



DEALER OR IF YOU ARE AFFILIATED WITH A BROKER DEALER, AND IF SO, STATE THE NATURE OF YOUR AFFILIATION.

[   ] Yes

[   ] No

If “yes,” please describe below

_____________________________________________________________________________________

_____________________________________________________________________________________

_____________________________________________________________________________________

_____________________________________________________________________________________

FINRA Member .  The term “ FINRA member ” means either any broker or dealer admitted to membership in the Financial Industry Regulatory Authority (“ FINRA ”).  

Control .  The term “ control ” (including the terms “ controlling ,” “ controlled by ” and “ under common control with ”) means the possession, direct or indirect, of the power, either individually or with others, to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract, or otherwise.

Person Associated with a member of the FINRA .  The term “ person associated with a member of the FINRA ” means every sole proprietor, partner, officer, director, branch manager or executive representative of any FINRA Member, or any natural person occupying a similar status or performing similar functions, or any natural person engaged in the investment banking or securities business who is directly or indirectly controlling or controlled by a FINRA Member, whether or not such person is registered or exempt from registration with the FINRA pursuant to its bylaws.  

Underwriter or a Related Person .  The term “ underwriter or a related person ” means, with respect to a proposed offering, underwriters, underwriters’ counsel, financial consultants and advisors, finders, members of the selling or distribution group, and any and all other persons associated with or related to any of such persons.

IN WITNESS WHEREOF, the undersigned has executed this Questionnaire this ____ day of ________, __________, and declares under oath that it is truthful and correct.




                                                                                                    

Printed Name




By:                                                                                               

Its:                                                                                               

  




By:                                                                                              

Name:                                                                                          

  
Title:                                                                                           



Exhibit E - 3



Execution Version




 

Return a completed and signed Questionnaire with your Subscription Agreement .





Exhibit E - 4



Execution Version



Schedule I


Wire Transfer Information

For The Account Of

Goldrich Mining Company


The Purchase Price should be remitted either by a check denominated in US dollars and payable on a US bank, made to the order of “Goldrich Mining Company” and sent to the beneficiary address below; or should be sent by wire transfer to Goldrich Mining Company using the following bank account and beneficiary:


Bank:

Washington Trust Bank

717 West Sprague

Spokane, WA  99201


Account Name:

Goldrich Mining Company Private Placement

Account Number:

2309373804


ABA Number:

125100089


Beneficiary:

Goldrich Mining Company

2607 Southeast Blvd., Suite B211

Spokane, WA  99223



Schedule I = "LAST PAGE ONLY"  =  0,  =  0) 0 = 1  " "   



Execution Version



Schedule II


Loan Schedule


LOANS


Loan Number

Date of Loan:

Amount of Loan:

Pro Rata Warrants

1

Date of Note Purchase Agreement

$300,000

1,575,000

2

On the thirtieth (30th) day following the date of the Note Purchase Agreement (or such earlier date as the Purchaser and the Company may agree)

$200,000

1,050,000

3

On sixtieth (60th) day following the date of the Note Purchase Agreement (or such earlier date as the Purchaser and the Company may agree)

$300,000

1,575,000

4

On the ninetieth (90th) day following the date of the Note Purchase Agreement (or such earlier date as the Purchaser and the Company may agree)

$200,000

1,050,000

5

On June 30, 2014 (or such earlier date as the Purchaser and the Company may agree)

$500,000

2,625,000

6

On September 30, 2014 (or such earlier date as the Purchaser and the Company may agree)

$500,000

2,625,000

TOTAL

 

$2,000,000

10,500,000







Schedule II



Execution Version



Schedule III


Goldrich Mining Company

Share Capital Structure

[EX1013002.GIF]








Schedule III



Execution Version



Schedule 3(w)


Schedule of Gold Forward Sales Contracts


Holder Name

Funds Received Date

Purchase Amount USD$

London PM Gold Fix USD$/oz

Sales Price USD$/oz Gold

Oz of Gold Sold

Delivery On or Before Date

Lawrence & Fran Scharf

2/14/2013

 $  15,000.00

 $ 1,612.25

 $      1,209.19

12.405

11/30/2014

Chen Tsan Li/Chen Yeh

3/25/2013

 $200,000.00

 $ 1,613.75

 $      1,210.31

165.247

11/30/2014

Ted Huang

3/26/2013

 $300,000.00

 $ 1,599.25

 $      1,199.44

250.117

11/30/2014

Chen I-Chun

3/28/2013

 $100,000.00

 $ 1,598.25

 $      1,198.69

83.425

11/30/2014

 

 

 

 

 

 

 

Total

 

 $615,000.00

 

 

511.193

 





Schedule 3(w)


Execution Version


Exhibit 10.14

SENIOR UNSECURED PROMISSORY NOTE


THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) OR ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES.  THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY, (B) IF THE SECURITIES HAVE BEEN REGISTERED IN COMPLIANCE WITH THE REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, (C) IN COMPLIANCE WITH THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT IN ACCORDANCE WITH RULE 144 THEREUNDER, IF APPLICABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT OR ANY APPLICABLE STATE LAWS AND REGULATIONS GOVERNING THE OFFER AND SALE OF SECURITIES, AND THE HOLDER HAS, PRIOR TO SUCH SALE, FURNISHED TO THE COMPANY AN OPINION OF COUNSEL OF RECOGNIZED STANDING, OR OTHER EVIDENCE OF EXEMPTION, REASONABLY SATISFACTORY TO THE COMPANY. HEDGING TRANSACTIONS IN THESE SECURITIES ARE PROHIBITED EXCEPT IN COMPLIANCE WITH THE U.S. SECURITIES ACT.


THE SECURITIES ISSUED HEREBY WERE ISSUED WITH AN ORIGINAL ISSUE DISCOUNT FOR PURPOSES OF SECTION 1271 ET SEQ. OF THE UNITED STATES INTERNAL REVENUE CODE OF 1986, AS AMENDED FROM TIME TO TIME. THE SECURITIES ISSUED HEREBY WERE ISSUED AT A 5% DISCOUNT TO THE FACE VALUE OF THE LOAN AMOUNTS SET FORTH ON SCHEDULE B HERETO.  BEGINNING NO LATER THAN 10 DAYS AFTER THE ISSUE DATE, THE AMOUNT OF ORIGINAL ISSUE DISCOUNT, ISSUE DATE AND YIELD TO MATURITY OF THE NOTES MAY BE OBTAINED BY SUBMITTING A WRITTEN REQUEST FOR SUCH INFORMATION TO THE ISSUER AT THE FOLLOWING ADDRESS: GOLDRICH MINING COMPANY, 2607 SOUTHWEST BLVD., SUITE B211, SPOKANE, WASHINGTON 99223-7614, ATTENTION: WILLIAM SCHARA.

See Schedules A and B

January 24, 2014

FOR VALUE RECEIVED, GOLDRICH MINING COMPANY, an Alaska corporation (the “ Company ”), promises to pay to the order of Gold Rich Asia Investment Limited, a Hong Kong limited company or its registered assigns (the “ Lender ”), at the times specified herein, the principal amount of $2,000,000 (or such lesser amount of the principal amount represented by the Loans actually funded by the Lender or its assigns to the Company), together with interest on the outstanding portion of the Principal Sum (as hereinafter defined) which shall accrue from the date on which the first portion of the Principal Sum is loaned to the Company until repayment of the Principal Sum of this Note and payment of all Interest payable on the Principal Sum in full.  Interest shall be computed on the basis of a 360-day year of twelve 30-day months.  






Execution Version


The Company shall pay interest (the “ Interest ”) on the Principal Sum of this Note at the Applicable Rate (as defined below), quarterly on each March 31, June 30, September 30 and December 31 of each year or, if any such date shall not be a Business Day, on the next succeeding Business Day to occur after such date (each date upon which interest shall be so payable, an “ Interest Payment Date ”), beginning on March 31, 2014.  Payment of such Interest shall be deemed made on the date of a wire transfer of immediately available funds to an account at a bank designated in writing by the Lender or the date a check in the applicable amount payable to the order of Lender is received by the Lender at its address as reflected in Section 10 hereof.  

This Note is the “Note” referred to in the Note Purchase Agreement dated as of January 24, 2014, by and between Company and Lender (as amended, restated, supplemented or otherwise modified from time to time, the “ Note Purchase Agreement ”).

As used herein:

Principal Sum ” means the aggregated sum of the dollar amounts of the loans (each, a “ Loan ”) made by the Lender to the Company in the principal amount and as of the date set forth on Schedule B hereto, as Schedule B may be updated by endorsement thereon by both the holder of this Note and the Company, which Schedule B is incorporated herein and made a part hereof.   Schedule B as endorsed from time to time shall constitute prima facie evidence of the accuracy of the information endorsed.  The failure to make any such endorsement shall not affect the obligations of the Company in respect of any Loan which the Lender has actually delivered funding to the Company pursuant to the terms of the Note Purchase Agreement.

Applicable Rate ” means 15% per annum, subject to the adjustment provisions contained in Section 3 hereof. In the event that any interest rate(s) provided for in this Note shall be determined to be unlawful, such interest rate(s) shall be computed at the highest rate permitted by applicable law.  Any payment by the Company of any interest amount in excess of that permitted by law shall be considered a mistake, with the excess being applied to the Principal Sum of this Note without prepayment premium or penalty; if no such Principal Sum is outstanding, such excess shall be returned to the Company.

Business Day ” means any day except a Saturday, Sunday or any other day on which commercial banks in the City of Spokane, Washington are authorized by law to close.

Maturity Date ” means, with respect to any given Loan funded in accordance with the terms hereof, the date that is three years after the respective Closing Date (as defined in the Note Purchase Agreement) for such Loan at which the Company receives the funds for such Loan, such date to be evidenced by endorsement of Schedule B hereto; however the failure to make any such endorsement shall not affect the obligations of the Company in respect of such Loan.  

Notwithstanding any other provision of this Note, funding dates for the Loans as set forth on Schedule A hereto are subject to adjustment in accordance with the provisions of Section 1(b) of the Note Purchase Agreement.

This Senior Unsecured Promissory Note (as amended, restated, supplemented or otherwise modified from time to time, this “ Note ”) is issued pursuant to the Note Purchase



2



Execution Version


Agreement. The Lender is entitled to the benefits of this Note and the Note Purchase Agreement, as it relates to the Note, and may enforce the agreements of the Company contained herein and therein and exercise the remedies of the Lender provided for hereby and thereby or otherwise available in respect hereto and thereto.

The following is a statement of the rights of the Lender and the conditions to which this Note is subject, and to which the Lender hereof, by the acceptance of this Note, agrees:

1.

Payment and Prepayment .  On the Maturity Date applicable to each respective Loan, the unpaid portion of the Principal Sum represented by each respective Loan, together with any accrued but unpaid Interest thereon and all other amounts payable hereunder with respect to such Loan, shall be due and payable.  Any Loan made under this Note, including Interest thereon, may be prepaid, without penalty, as a whole or in part at any time at the election of the Company upon at least two (2) Business Days prior written notice to the Lender at any time.  Any such payment or prepayment amount shall be applied first to the payment of expenses due under this Note, second to Interest accrued but unpaid on the Principal Sum, and third, if the amount of prepayment exceeds the amount of all such expenses and accrued Interest, to the payment of the Principal Sum of this Note.

2.

   Guaranty .  Repayment of all amounts owed under this Note shall be guaranteed by Goldrich Placer, LLC (the “ Grantor ”), the Company’s wholly owned subsidiary, pursuant to a guaranty, dated January 24, 2014, by and between the Grantor and the Lender (the “ Guaranty ”).

3.

Adjustments to the Applicable Rate Upon Event of Default .  If the Lender has fully funded Loans 1 through 4 pursuant to the terms of the Note Purchase Agreement, then upon the occurrence of any Event of Default as defined in Section 4 hereof, until such time as the earlier of either (i) the Event of Default has been cured in the reasonable judgment of the Lender as evidenced in writing or (ii) all amounts due and payable under this Note are paid in full pursuant to the terms hereof, any amounts owing hereunder shall bear an Applicable Rate equal to twenty percent (20%) per annum and shall be immediately due and payable to Lender upon Lender’s written demand to the Company.

4.

Events of Default


(a)

Each of the following events shall be an “Event of Default” hereunder:


1.

The Company fails to pay (i) any portion of the principal amount of this Note on the Maturity Date or (ii) any accrued and unpaid Interest on any Interest Payment Date and such failure continues for three (3) Business Days or (iii) any other amount that is due and payable hereunder or under the Note Purchase Agreement and such failure continues for ten (10) Business Days after demand for such payment is made by the Lender;


2.

the Company fails to observe or perform any other covenant or agreement applicable to the Company under this Note or the Note



3



Execution Version


Purchase Agreement and fails to cure such failure within 10 Business Days of notice of such failure by Lender to Company;


3.

the Grantor fails to observe or perform any covenant or agreement applicable to the Grantor under the Guaranty and fails to cure such failure within 10 Business Days of notice of such failure by Lender to Company;


4.

there is an Event of Default under the Guaranty;


5.

at any time the Guaranty ceases to be in full force and effect or the Guarantor so asserts in writing;


6.

the Company transfers any interest in Grantor to any person other than a person that is directly or indirectly wholly-owned by Company;


7.

any representation or warranty made by the Company in this Note or the Note Purchase Agreement proves to have been materially false or materially misleading when made;


8.

the Company, the Grantor or Goldrich NyacAU Placer LLC, an Alaska limited liability company (the “ JV ”), files any petition or action for relief under any bankruptcy, reorganization, insolvency or moratorium law or any other law for the relief of, or relating to, debtors, now or hereafter in effect, or makes any assignment for the benefit of creditors or takes any corporate action in furtherance of any of the foregoing;


9.

an involuntary petition is filed against the Company, the Grantor or the JV under any bankruptcy statute now or hereafter in effect, or a custodian, receiver, trustee, assignee for the benefit of creditors (or other similar official) is appointed to take possession, custody or control of any property of the Company; or


10.

the Company, the Grantor or the JV executes an assignment with respect to substantially all of its assets.

5.

Successors and Assigns .  Subject to the restrictions on transfer described in Sections 6 and 7 hereof, the rights and obligations of the Company and the Lender of this Note shall be binding upon and benefit the successors, assigns, heirs, administrators and transferees of the parties.

6.

Waiver and Amendment .  Any provision of this Note may be amended, waived or modified upon the written consent of the Company and the Lender.



4



Execution Version


7.

Transfer of this Note .  This Note may be transferred in whole or in part to any Affiliate of Lender (for purposes of this Section 7, “Affiliate” has the meaning given thereto in Rule 12b-2 promulgated under the U.S Securities and Exchange Act of 1934, as amended) without the consent of the Company upon prior written notice provided by Lender to the Company specifying such assignment, the interest assigned, and the identity of the assignee, which notice shall be retained by the Company as a book entry register in accordance with Treasury Regulations Section 5f.103-1(c)(2) promulgated under the Internal Revenue Code of 1986, as amended; provided that this Note may not be transferred in violation of any restrictive legend set forth hereon.  Each new Note issued upon transfer of this Note shall bear a legend as to the applicable restrictions on transferability in order to ensure compliance with the Securities Act, unless in the reasonable opinion of counsel for the Company such legend is not required in order to ensure compliance with the Securities Act.  The Company may issue stop transfer instructions to its transfer agent in connection with such restrictions.  Subject to the foregoing, transfers of this Note shall be registered upon registration books maintained for such purpose by or on behalf of the Company.  Prior to presentation of this Note for registration of transfer, the Company shall treat the registered Lender hereof as the owner and Lender of this Note for the purpose of receiving all payments of principal and interest hereon and for all other purposes whatsoever, whether or not this Note shall be overdue and the Company shall not be affected by notice to the contrary.  For any transfer of this Note under this Section 7 to be valid and enforceable, any transferee of this Note must agree to a novation in form and substance reasonably satisfactory to the Company and pursuant to which the transferee shall become bound to perform any and all of Lender’s then-unperformed or contingent obligations under the Note Purchase Agreement and this Note.

8.

Assignment by the Company .  Neither this Note nor any of the rights, interests or obligations hereunder may be assigned, by operation of law or otherwise, in whole or in part, by the Company, without the prior written consent of the Lender.

9.

Treatment of Note .  To the extent permitted by generally accepted accounting principles, the Company will treat, account and report the Note as debt and not equity for accounting purposes and with respect to any returns filed with federal, state or local tax authorities.

10.

Notices .  Any notice, request or other communication required or permitted hereunder shall be in writing and shall be deemed to have been duly given if personally delivered or mailed by registered or certified mail, postage prepaid, or by recognized overnight courier, personal delivery or facsimile transmission at the respective addresses or facsimile number of the parties as designated in Section 22 of the Note Purchase Agreement.  Any party hereto may by written notice so given to the other party change its address or facsimile number for future notice hereunder.  Notice shall conclusively be deemed to have been given when:  delivered by hand, if personally delivered; when delivered by courier, if delivered by commercial overnight courier service; if mailed, five Business Days after being deposited in the first class mail, postage prepaid; or if telecopied, when receipt is acknowledged.

11.

Revival and Reinstatement of Obligation .  To the extent that any payment made hereunder to a Lender is subsequently required to be, and is, returned to the Company for any reason, including, without limitation, that such payment is invalidated, declared fraudulent, or



5



Execution Version


preferential or set aside or is required to be, and is, repaid to a trustee, receiver or any other party under any bankruptcy, insolvency or reorganization act, state or federal law, common law or equitable cause, then that portion of this Note previously satisfied by such payment shall be revived and continue in full force and effect as if such payment had never been made.

12.

Expenses; Waivers .  If action is instituted to collect this Note, the Company promises to pay all costs and expenses, including, without limitation, reasonable attorneys’ fees and costs, incurred in connection with such action.  The Company hereby waives notice of default, presentment or demand for payment, protest or notice of nonpayment or dishonor and all other notices or demands relative to this instrument.

13.

Governing Law and Construction .   THE VALIDITY, CONSTRUCTION, AND ENFORCEABILITY OF THIS NOTE SHALL BE GOVERNED BY THE LAWS OF THE STATE OF ALASKA, WITHOUT GIVING EFFECT TO CONFLICT OF LAWS PRINCIPLES THEREOF.  Whenever possible, each provision of this Note and any other statement, instrument, or transaction contemplated hereby or relating hereto shall be interpreted so as to be effective and valid under such applicable law, but if any provision of this Note or any other statement, instrument, or transaction contemplated hereby or relating hereto is held to be prohibited or invalid under such applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Note or any other statement, instrument, or transaction contemplated hereby or relating hereto.


14.

Venue .   THIS NOTE AND THE OTHER TRANSACTION DOCUMENTS MAY BE ENFORCED IN ANY FEDERAL COURT OR ALASKA STATE COURT SITTING IN ANCHORAGE, ALASKA; AND THE PARTIES CONSENT TO THE JURISDICTION AND VENUE OF ANY SUCH COURT AND WAIVE ANY ARGUMENT THAT VENUE IN SUCH FORUMS IS NOT CONVENIENT.  IN THE EVENT A PARTY COMMENCES ANY ACTION IN ANOTHER JURISDICTION OR VENUE UNDER ANY TORT OR CONTRACT THEORY ARISING DIRECTLY OR INDIRECTLY FROM THE RELATIONSHIP CREATED BY THIS NOTE, THE OTHER PARTY AT ITS OPTION SHALL BE ENTITLED TO HAVE THE CASE TRANSFERRED TO ONE OF THE JURISDICTIONS AND VENUES ABOVE-DESCRIBED, OR IF SUCH TRANSFER CANNOT BE ACCOMPLISHED UNDER APPLICABLE LAW, TO HAVE SUCH CASE DISMISSED WITHOUT PREJUDICE .


15.

Waiver of Trial By Jury .   EACH OF THE COMPANY AND THE LENDER, BY ITS ACCEPTANCE OF THIS NOTE, IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS NOTE OR THE TRANSACTIONS CONTEMPLATED HEREBY TO THE FULL EXTENT PERMITTED BY APPLICABLE LAW .

16.

Severability .  Any provision of this Note held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the



6



Execution Version


remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

17.

Headings .  Paragraph headings used in this Note are for convenience of reference only, are not part of this Note and shall not affect the construction of, or be taken into consideration in interpreting, this Note.


[Reminder of page intentionally blank; signature page follows]



7



Execution Version


IN WITNESS WHEREOF , the Company has caused this Note to be issued effective as of January 24, 2014.

GOLDRICH MINING COMPANY

By:

                                                                      

Name:

Title:

AGREED AND ACKNOWLEDGED:

LENDER


By:

                                                                       

Name:

Title:



[ Signature Page to Senior Unsecured Promissory Note ]




Execution Version


SCHEDULE A


LOANS


Loan Number

Date of Loan:

Amount of Loan:

1

Date of Note Purchase Agreement

$300,000

2

On the thirtieth (30 th ) day following the date of the Note Purchase Agreement (or such earlier date as the Purchaser and the Company may agree)

$200,000

3

On the sixtieth (60 th ) day following the date of the Note Purchase Agreement (or such earlier date as the Purchaser and the Company may agree)

$300,000

4

On the ninetieth (90 th ) day following the date of the Note Purchase Agreement (or such earlier date as the Purchaser and the Company may agree)

$200,000

5

On June 30, 2014 (or such earlier date as the Purchaser and the Company may agree)

$500,000

6

On September 30, 2014 (or such earlier date as the Purchaser and the Company may agree)

$500,000

TOTAL

 

$2,000,000






Execution Version


SCHEDULE B


CURRENT PRINCIPAL SUM AND LOANS


The current Principal Sum under the Note is $300,000, which consists of the following Loans:


Principal Amount of Loan

Date Funded

Maturity Date

$300,000

January 29, 2014

January 29, 2017

Hereby acknowledged by the Parties on this 29th day of January, 2014 .

GOLDRICH MINING COMPANY

By:                                                              

Name: William Schara

Title: Chief Executive Officer

LENDER



By:                                                              

Name:

Title:






Execution Version


Exhibit 10.15

PRIVATE PLACEMENT
FINDER S AGREEMENT

This agreement, dated and effective as of January 24, 2014 (this Agreement ), by and between Goldrich Mining Company, an Alaska corporation (the Company ), and (the Finder ).

Background

A.

The Company has completed a financing (the “ Offering ”) of a secured promissory note (the “ Note ”), dated January 24, 2014 and payable to Gold Rich Asia Investment Limited, a Hong Kong limited company (the “ Lender ”), in accordance with the terms of the Note and a note purchase agreement, dated January 24, 2014 (the “ Note Purchase Agreement ”) entered into by the Company and the Lender.

B.

Payments made under the Note by the Lender to the Company will be in tranches as provided in the Note (each such payment, a “ Loan ”).

C.

In connection with the Finder’s introduction of the Lender to the Company, the Finder is entitled to a finder’s fee in accordance with the terms of this Agreement and the Note Purchase Agreement.

D.

Kevin McCarthy and SMV Enterprises Inc. (each, an “ Additional Finder ” and, together, the “ Additional Finders ”) also introduced the Lender to the Company and the Additional Finders have entered into agreements substantially similar to this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement and for other good and valuable consideration (the receipt and sufficiency of which is acknowledged by each of the parties), the parties agree as follows:

1.

Fees

1.1

The Company shall pay the Finder a cash finder’s fee consisting of an amount equal to one percent (1%) of the Aggregate Principal Amount (as defined in the Note Purchase Agreement) for each Loan actually funded by the Lender in accordance with the Note and the Note Purchase Agreement (the “ Cash Finder’s Fee ”).

1.2

The Cash Finder’s Fee will be payable to the Finder in an amount equal to one percent (1%) of each principal amount of Loan made by the Lender under the Note, such payment to the Finder to be made concurrently with the Company’s receipt of funds pursuant to each Loan in accordance with the Note and the Note Purchase Agreement.

1.3

The Company shall pay the Finder an additional finder’s fee consisting of warrants to purchase a number of shares of the Company’s common stock (the “ Warrants ”) equal to 3.00% of the principal amount of each Loan made by the Lender in accordance with the Note and the Note Purchase Agreement divided by $0.15 (the “ Warrant Finder’s Fee ”)




Execution Version


with terms (including exercise price) identical to the Warrants issued to the Lender in connection with the applicable Loan.

1.4

The Warrant Finder’s Fee will be payable to the Finder concurrently with the Company’s issuance of Warrants to the Lender pursuant to each Loan in accordance with the Note and the Note Purchase Agreement.

2.

Finder Representations, Warranties and Restrictions

2.1

Regulation S Compliance . The Finder represents and warrants that it has not undertaken and will not undertake any activity for the purpose of, or that could reasonably be expected to have the effect of conditioning the market for the Note, the Warrants issued to the Lender (the “ Lender Warrants ”), the common stock issuable upon exercise of the Lender Warrants (the “ Lender Shares ”) in the United States, including any solicitations made by any general solicitation or general advertising as those terms are used in Rule 502 of Regulation D of the U.S. Securities Act of 1933, as amended (the “ U.S. Securities Act ”), or in any manner involving a public offering within the meaning of Section 4(a)(2) of the U.S. Securities Act, or in any manner involving any “directed selling efforts” (as defined in Regulation S under the U.S. Securities Act), or in any manner involving an offering to or soliciting an offer from a U.S. Person (as such term is defined in Regulation S under the U.S. Securities Act) to purchase the Note, the Lender Warrants or the Lender Shares, or otherwise acting in any manner that would make unavailable to the Company an exclusion from the registration requirements of the U.S. Securities Act under Regulation S under the U.S. Securities Act, for the issuance of the Note, the Lender Warrants and the Lender Shares.  

2.2

Regulation D Compliance .  The Finder represents and warrants that it has not undertaken and will not undertake any activity for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market for the Warrants issued to the Finder as the Warrant Finder’s Fee (the “ Finder Warrants ”), the common stock issuable upon exercise of the Finder Warrants (the “ Finder Shares ”) in the United States, including any solicitations made by any general solicitation or general advertising as those terms are used in Rule 502 of Regulation D of the U.S. Securities Act, or in any manner involving a public offering within the meaning of Section 4(a)(2) of the U.S. Securities Act, or otherwise acting in any manner that would make unavailable to the Company an exemption from the registration requirements of the U.S. Securities Act under Regulation D under the U.S. Securities Act, for the issuance of the Finder Warrants and the Finder Shares.

2.3

The Finder further represents and warrants that it has not undertaken and will not undertake any activity with respect to any of the Note, the Lender Warrants, the Lender Shares, the Finder Warrants or the Finder Shares as a scheme to avoid the registration requirements of the U.S. Securities Act.

2.4

The Finder represents, warrants and covenants to and with the Company, as representations, warranties and covenants that are intended to be for the benefit of the Company, that:

(a)

the Finder is of the age of majority and has the capacity to enter into this Agreement;



- 2 -




Execution Version


(b)

the Finder is not required to be registered as a broker-dealer pursuant to section 15(b) of the United States Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), or a member in good standing with Financial Industry Regulatory Authority (“ FINRA ”) and has not conducted any activities in the United States or respecting U.S. Persons (as defined in Regulation S under the U.S. Securities Act) with respect to the Offering or this Agreement that would require such registration under the Exchange Act or membership with FINRA;

(c)

the Finder has not taken and will not take, directly or indirectly, any action in violation of Regulation M under the Exchange Act, in connection with the offer and sale of the Note, the Lender Warrants or the Finder Warrants;

(d)

the Finder acknowledges that none of the Finder Warrants or the Finder Shares  have been or will be registered under the U.S. Securities Act or the securities laws of any state of the United States, and the Finder Warrants and Finder Shares will be “restricted securities” as defined in Rule 144 under the U.S. Securities Act and bear a legend to such effect; and

(e)

with respect to the Finder Warrants to be paid to the Finder hereunder, the Finder is not subject to any of the “Bad Actor” disqualifications provisions described in Rule 506(d) under the U.S. Securities Act (a “ Disqualification Event ”).  The Finder has not paid and will not pay, nor is it aware of any other person that has paid or will pay, directly or indirectly, any remuneration to any person (other than the Finder and the Additional Finders) for solicitation of purchasers of the Finder Warrants pursuant to Rule 506(b) of Regulation D as part of the offering hereunder in the United States.  The Finder will provide the Company with evidence reasonably satisfactory to the Company that the Finder used “reasonable care” in making the determination that it is not subject to any Disqualification Event.

2.5

The Finder agrees that the representations, warranties and covenants of the Finder herein will be true and correct both as of the execution of this Agreement and as at the date of the closing of the Offering in respect of the Lender (the “ Closing Date ”) and will survive the completion of the issuance of the Note, the Lender Warrants, the Lender Shares, the Finder Warrants and the Finder Shares.

2.6

The Finder has not taken and will not take any action that would not comply with the applicable laws and regulations relating to the services rendered to the Company, including without limitation the U.S. Securities Act, Regulation S thereunder (with respect to the Note, the Lender Warrants and the Lender Shares), Regulation D thereunder (with respect to the Finder Warrants and the Finder Shares) and the applicable broker-dealer provisions of the Exchange Act and of any state of the United States.

2.7

The Finder has not provided, and will not provide, to the Lender any document or other material that would constitute an offering memorandum within the meaning of the securities legislation under any federal or state securities laws or made any representations respecting the business or affairs of the Company to any person or entity, whether in



- 3 -




Execution Version


connection with the Offering or otherwise, unless such representation has been previously authorized by the Company.

2.8

The Finder acknowledges that it is responsible for its own compliance with foreign, state and federal securities laws including, applicable state securities laws, the U.S. Securities Act, the Exchange Act and all rules promulgated thereunder.  The Finder has maintained and shall maintain all business and professional licenses, registrations and permits necessary or appropriate, and agree to obtain and maintain any such license, registration or permit that may hereafter become necessary or appropriate, under all applicable laws and regulations, and shall otherwise comply with all applicable laws and regulations applicable to it in connection with the Offering and services contemplated under this Agreement.

2.9

The Finder is an “accredited investor” as defined in Rule 501(a) of Regulation D under the U.S. Securities Act.

3.

Registration Rights

3.1

The Company shall use reasonable commercial efforts to (i) prepare and file with the Securities and Exchange Commission (the “ SEC ”) within sixty (60) calendar days after March 31, 2014 and again after each Loan is funded, if the Lender determines to fund the additional Loans on such dates pursuant to Schedule II of the Note Purchase Agreement, a registration statement (on Form S-3, S-1, or other appropriate registration statement form reasonably acceptable to the Finder) (the “ Registration Statement ”) under the U.S. Securities Act of 1933, as amended (the “ U.S. Securities Act ”), at the sole expense of the Company (except as specifically provided in Section 3.3 hereof), in respect of the Finder and the Lender, so as to permit a public offering and resale of, respectively, (A) the Lender Shares outstanding on the date of such Registration Statement and (B) the Finder Shares (the Lender Shares and the Finder Shares together, the “ Registrable Securities ”) in the United States under the U.S. Securities Act by the Lender and Finder as selling stockholders and not as underwriters; and (ii) use commercially reasonable efforts to cause a Registration Statement to be declared effective by the SEC as soon as possible and not later than the earlier of (a) one hundred and twenty (120) calendar days from the date of filing the Registration Statement in the event of an SEC review of the Registration Statement, and (b) the fifth trading day following the date on which the Company is notified by the SEC that the Registration Statement will not be reviewed or is no longer subject to further review and comments.  The Company will notify the Finder of the effectiveness of the Registration Statement (the “ Effective Date ”) within three (3) Trading Days (days on which the Financial Industry Regulatory Authority’s Over the Counter Bulletin Board (the “ OTCBB ”) is open for quotation) (each, a “ Trading Day ”).  The initial Registration Statement shall cover the resale of 100% of the Registrable Securities outstanding on the date it is filed, for an offering to be made on a continuous basis pursuant to Rule 415 (as promulgated by the SEC pursuant to the U.S. Securities Act, as such rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC having substantially the same purpose and effect as such rule); provided, however , that if 100% of the Registrable Securities to be registered hereunder, together with (a) any other securities of the Company that are currently being registered for resale with SEC pursuant to an effective registration statement under the U.S. Securities Act (the “ Currently Registered Securities ”) and (b) any other securities of the Company



- 4 -




Execution Version


that are currently unregistered under the U.S. Securities Act but in respect to which the Company has previously granted registration rights (the “ Currently Unregistered Securities ”), shall equal or exceed 33% of the issued and outstanding common stock of the Company (less any shares of common stock held by affiliates of the Company and the holders of the Registrable Securities) on the actual filing date of the initial Registration Statement, the initial Registration Statement shall register that number of Registrable Securities which together with the Currently Registered Securities and Currently Unregistered Securities shall equal 33% of the issued and outstanding shares of common stock of the Company (less any shares of common stock held by affiliates of the Company and the holders of the Registrable Securities) on such actual filing date minus 10,000 shares of common stock. In such event, the number of Registrable Securities to be registered for each holder of the Registrable Securities shall be reduced pro-rata among all holders selling under the initial Registration Statement.

3.2

The Company will use reasonable commercial efforts to maintain the Registration Statement or post-effective amendment filed under this Section 3 effective under the U.S. Securities Act, and shall prepare and file with the SEC such amendments to such Registration Statement and supplements to the prospectus contained therein as may be necessary to keep such Registration Statement effective, until the earlier of the date (i) all of the Registrable Securities have been sold pursuant to such Registration Statement; (ii) if counsel to the Company delivers to the Finder an opinion of counsel to the Company that the Registrable Securities may be sold under the provisions of Rule 144 without any current information, time, volume or manner limitations pursuant to Rule 144 or any similar provision then in effect under the U.S. Securities Act and, if requested by the Company’s transfer agent in connection with any sale by a holder of the Registrable Securities, provides a legal opinion to the Company’s transfer agent to such effect; (iii) all Registrable Securities have been otherwise transferred to persons who may trade the Registrable Securities without restriction under the U.S. Securities Act and the Company has delivered a new certificate or other evidence of ownership for such Registrable Securities not bearing a restrictive legend; (iv) the Company obtains the written consent of the Finder; or (v) seven years from the Effective Date (the “ Effectiveness Period ”).

3.3

All fees, disbursements and out-of-pocket expenses and costs incurred by the Company in connection with the preparation and filing of the Registration Statement and in complying with applicable securities and “blue sky” laws (including, without limitation, all attorneys’ fees of the Company, registration, qualification, notification and filing fees, printing expenses, escrow fees, blue sky fees and expenses and the expense of any special audits incident to or required by any such registration) shall be borne by the Company.  The Finder shall bear the cost of underwriting and/or brokerage discounts, fees and commissions, if any, applicable to the Registrable Securities (other than the Lender Shares) being registered and the fees and expenses of its counsel.   The Company shall qualify any of the Registrable Securities for sale in such states as the Finder reasonably designates within twenty (20) days following the original filing of such Registration Statement and shall do any and all other acts and things which may be reasonably necessary or advisable to enable the Finder or any registered broker-dealer acting on behalf of the Finder to consummate the disposition in such jurisdictions of the Registrable Securities owned by the Finder.  However, the Company shall not be required to qualify in any state which will require an escrow or other restriction relating to the Company and/or the sellers, or which



- 5 -




Execution Version


will require the Company to qualify to do business in such state or require the Company to file therein any general consent to service of process.  The Company at its expense will supply the Finder with copies of the applicable Registration Statement and the prospectus included therein and other related documents in such quantities as may be reasonably requested by the Finder.

3.4

If at any time or from time to time after the Effective Date, the Company notifies the Finder in writing of the existence of a Potential Material Event (as defined in Section 3.5 below), the Finder shall not offer or sell any Registrable Securities or engage in any other transaction involving or relating to Registrable Securities, from the time of the giving of notice with respect to a Potential Material Event until the Finder receives written notice from the Company that such Potential Material Event either has been disclosed to the public or no longer constitutes a Potential Material Event.  If a Potential Material Event shall occur prior to the date a Registration Statement is required to be filed, then the Company’s obligation to file such Registration Statement shall be delayed without penalty for not more than thirty (30) calendar days.  The Company must, if lawful, give the Finder notice in writing at least two (2) Trading Days prior to the first day of the blackout period.

3.5

Potential Material Event ” means any of the following: (i) the possession by the Company of material information not ripe for disclosure in a registration statement, as determined in good faith by the Chief Executive Officer, President or the Board of Directors of the Company that disclosure of such information in a Registration Statement would be detrimental to the business and affairs of the Company; or (ii) any material engagement or activity by the Company which would, in the good faith determination of the Chief Executive Officer, President or the Board of Directors of the Company, be adversely affected by disclosure in a registration statement at such time, which determination shall be accompanied by a good faith determination by the Chief Executive Officer, President or the Board of Directors of the Company that the applicable Registration Statement would be materially misleading absent the inclusion of such information; provided that , (i) the Company shall not use such right with respect to the Registration Statement for more than an aggregate of 90 days in any 12-month period; and (ii) the number of days the Company is required to keep the Registration Statement effective shall be extended by the number of days for which the Company shall have used such right.

3.6

The Finder will use commercially reasonable efforts to cooperate with the Company in connection with this Agreement, including timely supplying all information reasonably requested by the Company (which shall include completing the Selling Shareholder Questionnaire attached hereto as Exhibit A , and all information regarding the Finder and proposed manner of sale of the Registrable Securities required to be disclosed in any Registration Statement) and executing and returning all documents reasonably requested in connection with the registration and sale of the Registrable Securities and entering into and performing its obligations under any underwriting agreement, if the offering is an underwritten offering, in usual and customary form, with the managing underwriter or underwriters of such underwritten offering.  Any delay or delays caused by the Finder, or by any other purchaser of securities of the Company having registration rights similar to those contained herein, by failure to cooperate as required hereunder shall not constitute a breach or default of the Company under this Agreement.



- 6 -




Execution Version


3.7

Whenever the Company is required by any of the provisions of this Agreement to effect the registration of any of the Registrable Securities under the U.S. Securities Act, the Company shall (except as otherwise provided in this Agreement), as expeditiously as possible, subject to the assistance and cooperation as reasonably required of the Finder with respect to each Registration Statement:

(a)

furnish to the Finder such numbers of copies of a prospectus including a preliminary prospectus or any amendment or supplement to any prospectus, as applicable, in conformity with the requirements of the U.S. Securities Act, and such other documents as the Finder may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by the Finder;

(b)

register and qualify the Registrable Securities covered by the Registration Statement under such other securities or blue sky laws of such jurisdictions as the Finder shall reasonably request (subject to the limitations set forth in Section 3.2 above), and do any and all other acts and things which may be necessary or advisable to enable the Finder to consummate the public sale or other disposition in such jurisdiction of the securities owned by the Finder;

(c)

cause the Registrable Securities to be quoted or listed on each service on which the shares of common stock of the Company are then quoted or listed;

(d)

notify the Finder, at any time when a prospectus relating thereto covered by the Registration Statement is required to be delivered under the U.S. Securities Act, of the happening of any event of which it has knowledge as a result of which the prospectus included in the Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of  the circumstances then existing, and the Company shall prepare and file a curative amendment as promptly as commercially reasonable;

(e)

as promptly as practicable after becoming aware of such event, notify the Finder, (or, in the event of an underwritten offering, the managing underwriters) of the issuance by the SEC of any stop order or other suspension of the effectiveness of the Registration Statement at the earliest possible time and take all lawful action to effect the withdrawal, rescission or removal of such stop order or other suspension;

(f)

promptly notify the Finder after it shall receive notice thereof, of the time when the Registration Statement has become effective or that a supplement to any prospectus forming a part of such Registration Statement has been filed; and

(g)

provide a transfer agent and registrar for all securities registered pursuant to the Registration Statement and a CUSIP number for all such securities.



- 7 -




Execution Version


3.8

With respect to any sale of Registrable Securities pursuant to a Registration Statement filed pursuant to this Section 3, the Finder hereby covenants with the Company (i) not to make any sale of the Registrable Securities without effectively causing the prospectus delivery requirements under the U.S. Securities Act to be satisfied and (ii) to notify the Company promptly upon the Finder’s disposition of all of the Registrable Securities held by the Finder.

4.

Relationship Between Parties

4.1

Nothing contained in this Agreement shall be construed as:

(a)

creating any obligation on the Finder to market the Offering or solicit persons to participate in the Offering; or

(b)

constituting the Finder as an agent of the Company, it being acknowledged that the Finder has, to the extent of the Lender’s purchase of the Note and the Lender Warrants in accordance with the terms of the Note and the Note Purchase Agreement, acted exclusively as the agent for the Lender in connection with the Offering.

4.2

This Agreement constitutes the entire agreement between the parties with respect to their subject matter, and supersede any prior understandings and agreements between the parties with respect to their subject matter.

4.3

There is no agreement, commitment, arrangement or understanding between the parties pursuant to which the Finder has acted or will act as advisor, agent or underwriter or member of a selling group in respect of the Offering or in respect of a subsequent offering of securities of the Company.

4.4

There are no representations, warranties, forms, conditions, undertakings or collateral agreements, express implied or statutory between the parties other than as expressly set forth in this Agreement.

5.

Representations By the Company

5.1

The Company represents, warrants and covenants to and with the Finder, as representations, warranties and covenants that are intended to be for the benefit of the Finder and Lender, that:

(a)

the Company has been duly incorporated and organized and is in good standing under the laws of Alaska and is duly qualified to carry on business in Alaska and in each other jurisdiction wherein the carrying out of the activities contemplated herein or in the Note or the Note Purchase Agreement makes such qualification necessary;

(b)

the Finder Shares will, upon issue and delivery, be validly issued as fully paid and non-assessable;

(c)

With respect to the Finder Warrants to be paid to the Finder hereunder, none of the Company, any of its predecessors, any affiliated issuer of the Company, any director or executive officer of the Company, any other officer of the Company participating in the offering of the Finder Warrants, any general partner or managing member of the Company, any beneficial



- 8 -




Execution Version


owner of 20% or more of the Company’s outstanding voting equity securities, calculated on the basis of voting power, or any promoter connected with the Company in any capacity at the time of issuance of the Finder Warrants is subject to any Disqualification Event.  The Company has not paid and will not pay, nor is it aware of any other person that has paid or will pay, directly or indirectly, any remuneration to any person (other than the Finder) for the Finder Warrants;

(d)

neither the Company nor any of the predecessors or affiliates thereof has been subject to any order, judgment or decree of any court of competent jurisdiction temporarily, preliminarily or permanently enjoining such person for failure to comply with Rule 503 of Regulation D concerning the filing of notice of sales on Form D;

(e)

during the period in which the Note, the Lender Warrants and the Finder Warrants are offered for sale, none of the Company, its affiliates, or any person acting on its or their behalf (other than the Finder or any person acting on its or their behalf, as to which no representations or warranties are made) has taken or will take, directly or indirectly, any action that would constitute a violation of Regulation M under the Exchange Act;

(f)

the Company and its affiliates or any person acting on its or their behalf (other than the Finder and any person acting on its or their behalf, as to which no representations or warranties are made) have not, since the date that is six months prior to start of the offering of the Note, the Lender Warrants and the Finder Warrants, (i) sold, offered for sale or solicited any offer to buy, and will not sell, offer for sale or solicit any offer to buy, any of its securities in a manner that would be integrated with the offer and sale of the Note, the Lender Warrants and the Finder Warrants and would cause the exemption from registration set forth in Regulation S (with respect to the Note and the Lender Warrants) or in Regulation D (with respect to the Finder Warrants) to become unavailable with respect to the offer and sale of the Note, the Lender Warrants and the Finder Warrants, and (ii) neither it nor any person acting on its behalf has engaged or will engage in any general solicitation or general advertising in connection with any offer or sale of its securities in reliance upon Rule 506(c) of Regulation D or otherwise in a manner that would be integrated with the offer and sale of the Note, the Lender Warrants and the Finder Warrants and would cause the exemption from registration set forth in Regulation S (with respect to the Note and the Lender Warrants) or in Regulation D (with respect to the Finder Warrants) to become unavailable with respect to the offer and sale of the Note, the Lender Warrants and the Finder Warrants;

(g)

the Company shall cause a Form D to be filed with the SEC within 15 days of the first issuance of the Finder Warrants to the Finder and shall make such other filings as shall be required by applicable securities laws of each state of the United States to secure exemption from registration under such securities laws for the issuance of the Finder Warrants in such states; and



- 9 -




Execution Version


(h)

there is no “material fact” or “material change” (as those terms are defined in applicable securities legislation) in the affairs of the Company that has not been generally disclosed to the public.

5.2

The Company agrees that the representations, warranties and covenants of the Company herein will be true and correct both as of the execution of this Agreement and as at the Closing Date.

6.

General Matters

6.1

Compliance . The parties will each comply in all respects with all applicable laws, rules, regulations and policies in connection with this Agreement and the offer and sale of the Note, the Lender Warrants, the Lender Shares, the Finder Warrants and the Finder Shares.

6.2

Amendment . No amendment to this Agreement shall be valid or binding unless set forth in writing and duly executed by both parties.  No waiver of any breach of any term or provision of this Agreement shall be effective or binding unless made in writing and signed by the party purporting to give it and, unless otherwise provided in the written waiver, shall be limited to the specific breach waived.

6.3

Further Assurances . Each party must from time to time execute and deliver all such further documents and instruments and do all acts and things as the other party may reasonably require to effectively carry out or better evidence or perfect the full intent and meaning of this Agreement.

6.4

Filings . The Company shall make all required filings with the Exchanges as required to obtain regulatory acceptance of the Offering, including the offer and sale of the Note, the Lender Warrants, the Lender Shares, the Finder Warrants and the Finder Shares.

6.5

Counterparts . This Agreement may be executed in two counterparts and by facsimile, each of which shall be deemed to be an original and both of which together will constitute one agreement, effective as of the date given above notwithstanding the actual date of execution.

6.6

Assignment . This Agreement may not be assigned without the prior written consent of each party hereunder.  Subject to the immediately preceding sentence, this Agreement shall inure to the benefit of and be binding upon the successors and assigns of the parties to this Agreement.

6.7

Notices . All notes or other communications hereunder (except payment) shall be in writing and shall addressed as follows:


If to the Company:

Goldrich Mining Company

2607 Southeast Blvd., Suite B211

Spokane, WA  99223-7614

Attention: William Schara

Fax: 509.695.3289





- 10 -




Execution Version


If to Finder:

Bipin A. Patel

1816 Arrowhead Drive

Oakland, California 94611


With a copy (which does not constitute notice) to:


Liner LLP

1100 Glendon Ave., 14 th Floor

Los Angeles, CA 90024

Attn: Mitchell Regenstreif, Esq.

Fax: 310.500.3501

A party shall forthwith notify the other party in writing of any change in its mailing address. Notice shall conclusively be deemed to have been given when: delivered by hand, if personally delivered; when delivered by courier, if delivered by commercial overnight courier service; if mailed, five Business Days after being deposited in the first class mail, postage prepaid; or if telecopied, when receipt is acknowledged.  For purposes of this Agreement, “ Business Day ” means any day except a Saturday, Sunday or any other day on which commercial banks in the City of Spokane, Washington are authorized by law to close.  

6.8

Governing Law and Construction .  THE VALIDITY, CONSTRUCTION, AND ENFORCEABILITY OF THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF ALASKA, WITHOUT GIVING EFFECT TO CONFLICT OF LAWS PRINCIPLES THEREOF, EXCEPT TO THE EXTENT THAT ANY REMEDIES HEREUNDER ARE MANDATORILY GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN THE STATE OF ALASKA.  Whenever possible, each provision of this Agreement and any other statement, instrument, or transaction contemplated hereby or relating hereto shall be interpreted so as to be effective and valid under such applicable law, but if any provision of this Agreement or any other statement, instrument, or transaction contemplated hereby or relating hereto is held to be prohibited or invalid under such applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement or any other statement, instrument, or transaction contemplated hereby or relating hereto.

6.9

Venue .  THIS AGREEMENT MAY BE ENFORCED IN ANY FEDERAL COURT OR ALASKA STATE COURT SITTING IN ANCHORAGE, ALASKA; AND THE PARTIES CONSENT TO THE JURISDICTION AND VENUE OF ANY SUCH COURT AND WAIVE ANY ARGUMENT THAT VENUE IN SUCH FORUMS IS NOT CONVENIENT.  IN THE EVENT A PARTY COMMENCES ANY ACTION IN ANOTHER JURISDICTION OR VENUE UNDER ANY TORT OR CONTRACT THEORY ARISING DIRECTLY OR INDIRECTLY FROM THE RELATIONSHIP CREATED BY THIS AGREEMENT, THE OTHER PARTY AT ITS OPTION SHALL BE ENTITLED TO HAVE THE CASE TRANSFERRED TO ONE OF THE JURISDICTIONS AND VENUES ABOVE-DESCRIBED, OR IF SUCH TRANSFER CANNOT BE ACCOMPLISHED UNDER APPLICABLE LAW, TO HAVE SUCH CASE DISMISSED WITHOUT PREJUDICE.



- 11 -




Execution Version


6.10

Waiver of Jury Trial .  EACH OF THE COMPANY AND THE FINDER, BY ITS ACCEPTANCE OF THIS AGREEMENT, IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY TO THE FULL EXTENT PERMITTED BY APPLICABLE LAW.

[ Signature Page Follows ]



- 12 -




Execution Version


IN WITNESS WHEREOF THE PARTIES, intending to be legally bound, have executed and delivered this Agreement as of the date set forth on the first page.


COMPANY :


GOLDRICH MINING COMPANY



By:___________________________

Name:_________________________

Title:__________________________




FINDER :



___________________________










[Signature Page to Finder’s Agreement]



Execution Version


Exhibit A


SELLING SHAREHOLDER QUESTIONNAIRE

To:

GOLDRICH MINING COMPANY

2607 Southeast Blvd., Suite B211

Spokane, WA 99223-7614


Complete and Return with the Finder’s Agreement

Capitalized terms used herein but not otherwise defined shall have the meaning set forth in that certain Note Purchase Agreement, by and between Goldrich Mining Company, an Alaska corporation (the “Company”), and the purchasers thereto.  This Questionnaire is being delivered to you in connection with a registration statement to be filed with the United States Securities and Exchange Commission.  Your securities will not be registered unless you complete this Questionnaire and return it as instructed. In the registration statement, the holders of the shares, whether or not they wish to sell the shares at that time, are referred to as “Selling Shareholders”.

A.

BACKGROUND INFORMATION

Name:                                                                                                                                                    

Business Address:                                                                                                                                 

(Number and Street)
                                                                                                                                                              

(City)

  (State)  (Zip Code)

Telephone Number:                                                                                                                                

If a corporation, partnership, limited liability company, trust or other entity:


Type of entity:                                                                                                                          


State of formation:                                       

Date of formation:                               

Social Security or Taxpayer Identification No.                                                                                    

Email address of contact person:                                                                                                            

Current ownership of securities of the Company:


____Common Shares


Options or warrants to purchase _______ Common Shares (if any)

Number of Shares you are requesting to be registered in the Registration Statement:


_____________ Common Shares




Ex. A - 1




Execution Version


BENEFICIAL OWNERSHIP INFORMATION: Please describe the beneficial ownership of the shares and/or warrants owned by you or your organization.  If the undersigned is a partnership, limited liability company or similar entity, please identify the individual or individuals with ultimate voting and dispositive power over such shares and/or warrants, typically the investment manager or investment advisor with primary responsibility for this investment.  This information is available from your compliance officer or general counsel.  THE COMPANY WILL NOT BE ABLE TO REGISTER YOUR SECURITIES WITHOUT THIS IMPORTANT INFORMATION.

Exception : This information need not be provided if the undersigned is a publicly traded company.

                                                                                                                                                               

                                                                                                                                                               

  
                                                                                                                                                               

                                                                                                                                                               

  
                                                                                                                                                               

                                                                                                                                                               

  
                                                                                                                                                               

Have you or your organization had any position, office or other material relationship within the past three years with the Company or its affiliates?

[   ] Yes

[   ] No

If yes, please indicate the nature of any such relationships below:

                                                                                                                                                               

                                                                                                                                                               

  
                                                                                                                                                               

                                                                                                                                                               

  
                                                                                                                                                               

If you, any of your associates, or any member of your immediate family had or will have any direct or indirect material interest in any transaction or series of transactions to which the Company or any of its subsidiaries was a party at any time since January 1, 2009, or in any currently proposed transactions or series of transactions in which the company or any of its subsidiaries will be a party, in which the amount involved exceeds $120,000, please specify (a) the names of the parties to the transaction(s) and their relationship to you, (b) the nature of the interest in the transaction, (c) the amount involved in the transaction, and (d) the amount of the interest in the transaction.  If the answer is “none”, please so state.

                                                                                                                                                               

                                                                                                                                                               

  
                                                                                                                                                               

                                                                                                                                                               

  

Are you (i) an FINRA Member (see definition), (ii) a Controlling (see definition) shareholder of an FINRA Member, (iii) a Person Associated with a Member of the FINRA (see definition), or (iv) an Underwriter or a Related Person (see definition) with respect to the proposed offering; or (b) do you own any shares or other securities of any FINRA Member not purchased in the open market; or (c) have you made any outstanding subordinated loans to any FINRA Member? IN RESPONDING TO THIS QUESTION, INDICATE WHETHER OR NOT YOU ARE A BROKER DEALER OR



Ex. A - 2




Execution Version


IF YOU ARE AFFILIATED WITH A BROKER DEALER, AND IF SO, STATE THE NATURE OF YOUR AFFILIATION.

[   ] Yes

[   ] No

If “yes,” please describe below

                                                                                                                                                               

                                                                                                                                                               

  
                                                                                                                                                               

                                                                                                                                                               

  

FINRA Member .  The term “ FINRA member ” means either any broker or dealer admitted to membership in the Financial Industry Regulatory Authority (“ FINRA ”).  

Control .  The term “ control ” (including the terms “ controlling ,” “ controlled by ” and “ under common control with ”) means the possession, direct or indirect, of the power, either individually or with others, to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract, or otherwise.

Person Associated with a member of the FINRA .  The term “ person associated with a member of the FINRA ” means every sole proprietor, partner, officer, director, branch manager or executive representative of any FINRA Member, or any natural person occupying a similar status or performing similar functions, or any natural person engaged in the investment banking or securities business who is directly or indirectly controlling or controlled by a FINRA Member, whether or not such person is registered or exempt from registration with the FINRA pursuant to its bylaws.  

Underwriter or a Related Person .  The term “ underwriter or a related person ” means, with respect to a proposed offering, underwriters, underwriters’ counsel, financial consultants and advisors, finders, members of the selling or distribution group, and any and all other persons associated with or related to any of such persons.

IN WITNESS WHEREOF, the undersigned has executed this Questionnaire this ____ day of __________________, and declares under oath that it is truthful and correct.




By:___________________________

Name:_________________________

Title:__________________________


 

Return a completed and signed Questionnaire with the Finder’s Agreement .




Ex. A - 3



 


Exhibit 10.16


Note Purchase Agreement Addendum on Initial Closing Date


Pursuant to Section 1(g) of the Note Purchase Agreement (the “ Agreement ”) between the Goldrich Mining Company, an Alaska corporation (the “ Company ”), and Gold Rich Asia Investment Limited, a Hong Kong limited company (the “ Lender ”) dated January 24, 2014, the Company and the Lender hereby agree that the Closing Date for the initial funding of Loan 1 in the amount of $300,000 as set forth on Schedule II to the Note Purchase Agreement shall be January 29, 2014 (“ Closing Date ”) or as soon thereafter as the funds for Loan 1 are actually received by the Company in full.


In relation thereto, the undersigned, the chief executive officer of the Company, having made reasonable inquiries to establish the accuracy of the statements below and having been authorized by the Company to execute this addendum on behalf of the Company, hereby certifies in his capacity as Chief Executive Officer of the Company and on its behalf and without any personal liability, as follows:

1.

As of the date of this Certificate, the representations and warranties of the Company contained in Section 3 of the Note Purchase Agreement are true and correct with the same effect as though such representations and warranties had been made on and as of the date of Closing Date.   

2.

Except as waived by the Lender in writing, the Company has performed and complied with all agreements, obligations and conditions contained in the Note Purchase Agreement that are required to be performed or complied with by it on or before the Closing Date.

Pursuant to Section 17 of the Agreement and Section 6 of the Senior Unsecured Promissory Note (the “ Note ”), both Goldrich and the Lender hereby agree that Schedule II to the Agreement and Schedule A to the Note are each hereby amended and replaced in their entirety with Schedule II attached hereto and that for all purposes of determining future funding dates for Loans 2-6 and each Closing Date in the Agreement and the Note Schedule II as attached hereto shall govern.

The undersigned has executed this Addendum as of January 29, 2014.

GOLDRICH MINING COMPANY

By:                                                                                     

Name: William V. Schara


Title: Chief Executive Officer


Acknowledged and agreed to as of January 29, 2014:


LENDER


By: _________________

Name: Bipin A. Patel

Title: Director




 



 


Schedule II

Loan Schedule

LOANS


Loan

Number

Date of Loan:

Amount of Loan:

Pro Rata Warrants

1

January 29, 2014

$300,000

1,575,000

2

On February 28, 2014 (or such earlier date as the Purchaser and the Company may agree)

$200,000

1,050,000

3

March 30, 2014 (or such earlier date as the Purchaser and the Company may agree)

$300,000

1,575,000

4

April 29, 2014 (or such earlier date as the Purchaser and the Company may agree)

$200,000

1,050,000

5

On June 30, 2014 (or such earlier date as the Purchaser and the Company may agree)

$500,000

2,625,000

6

On September 30, 2014 (or

such earlier date as the Purchaser and the Company may agree)

$500,000

2,625,000

TOTAL

 

$2,000,000

10,500,000




 


Execution Version


Exhibit 10.17

GUARANTY AGREEMENT

This GUARANTY AGREEMENT (this “ Guaranty ”) is made and entered into as of January 24, 2014 by Goldrich Placer, LLC, an Alaska limited liability company (the “ Guarantor ”), in favor of Gold Rich Asia Investment Limited, a Hong Kong limited company (the “ Beneficiary ”).  

RECITALS:

1.

Goldrich Mining Company, an Alaska corporation (the “ Borrower ”) and the Beneficiary have entered into an unsecured note purchase agreement, dated January 24, 2014 (as amended, supplemented, extended, restated, or otherwise modified from time to time, the “ Note Purchase Agreement ”), providing for a series of loans from the Beneficiary to the Borrower in an aggregate amount of up to $2,000,000 (the “ Loans ”) and a senior unsecured promissory note (the “ Note ”) to evidence the Borrower’s obligation to repay the Loans.

2.

The Guarantor is a wholly owned subsidiary of the Borrower.

3.

The Note Purchase Agreement and the Note require the Borrower to make payments thereunder directly to the Beneficiary in amounts and at times sufficient to pay the principal of and interest on the Note when due and to make other additional payments as set forth therein.

4.

It is a condition to the Note Purchase Agreement and the Loans that the Guarantor execute and deliver this Guaranty for the timely payment of all amounts when due with respect to Loans as evidenced by the Note and the Note Purchase Agreement.

5.

Business Day ” means any day except a Saturday, Sunday or any other day on which commercial banks in the City of Spokane, Washington are authorized by law to close. All capitalized terms used herein which are not defined shall have the meanings set forth in the Note Purchase Agreement.  

The Guarantor, subject to the terms hereof, covenants and agrees with the Beneficiary, as follows:

ARTICLE I

REPRESENTATIONS AND COVENANTS OF GUARANTOR

The Guarantor is an Alaska limited liability company duly organized and existing under the laws of Alaska; it is duly authorized to do business in and is in good standing under the laws of Alaska; it is not in default or violation under any applicable provisions of the laws of Alaska or under its articles of organization or its operating agreement; it has the limited liability company power under said laws and under its articles of organization and operating agreement to enter into and perform all agreements on its part herein contained; it has been authorized to enter into this Guaranty by all necessary limited liability company action and the execution and



1




Execution Version


delivery by it of this Guaranty and the agreements herein contained do not contravene or constitute a default under any agreement, indenture or provisions of its articles of organization, its operating agreement, Alaska law or regulations or other requirements of law to which it is a party or by which it is bound.

ARTICLE II

COVENANTS AND AGREEMENTS

Section 2.1

Obligation .  The Guarantor hereby unconditionally guarantees and promises to pay, to the Beneficiary, (a) the prompt payment of all principal of the Note when and as the same shall become due, whether at the stated maturity thereof, by acceleration, call for redemption, tender or otherwise; (b) the prompt payment of all interest on the Note when an d as the same shall become due; and (c) the prompt payment of any other amounts owing by the Borrower under the Note Purchase Agreement (collectively, the “ Obligations ”).

Section 2.2

Term; Definitions .  Subject to ARTICLE III hereof, the Obligations of the Guarantor under this Guaranty shall remain in full force and effect with respect to the Note until the payment in full of all Obligations under the Note.

Section 2.3

Obligations Unconditional .  The obligations of the Guarantor under this Guaranty shall be absolute, unconditional and irrevocable and shall remain in full force and effect until the indefeasible payment in full of all Obligations under the Note in accordance with the Note Purchase Agreement and other documents relating to the Note (collectively, including the Note, the “ Note Documents ”), and until such occurrence, the obligations of the Guarantor under this Guaranty shall not be affected, modified or impaired upon the occurrence from time to time of any event, including without limitation any of the following, whether or not with notice to or the consent of the Guarantor:

(a)

the compromise, settlement, release or termination of any or all of the obligations, covenants or agreements of the Borrower under the Note Documents;

(b)

the failure to give notice to the Borrower or the Guarantor of the occurrence of any default or event of default under the terms and provisions of this Guaranty, the Note Purchase Agreement or the other Note Documents;

(c)

the modification or amendment (whether material or otherwise) of any obligation, covenant or agreement set forth in the Note Purchase Agreement or the other Note Documents so long as the aggregate obligations of Guarantor hereunder are not increased;

(d)

the taking or omission of any of the actions referred to in the Note Purchase Agreement, the other Note Documents or this Guaranty;

(e)

any failure, omission, delay or lack on the part of the Beneficiary to enforce, assert or exercise any rights, power or remedy conferred on the Beneficiary in this Guaranty, the Note Purchase Agreement or the other Note Documents subject to any applicable statute of limitations;



2




Execution Version


(f)

the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all the assets, marshaling of assets and liabilities,  receivership, insolvency, bankruptcy, assignment for the benefit of creditors or readjustment of or other similar proceedings affecting the Guarantor or the Borrower, or any of the assets of either of them, or any allegation or contest of the validity of this Guaranty in any such proceeding;

(g)

the default or failure of the Guarantor to perform any of its obligations set forth in this Guaranty;

(h)

the default or failure of the Borrower under any of the Note Documents;

(i)

the failure of the Beneficiary to fully perform any of its obligations to the Guarantor;

(j)

the invalidity or unenforceability of the Note Purchase Agreement or the other Note Documents;

(m)

a release or exchange of collateral securing the Loans; or

(n)

any other fact, circumstance or event that otherwise would exonerate, or constitute a defense (at law or in equity) to the obligation of, a surety.

Section 2.4

Set Offs; Counterclaims .  No set off, counterclaim, reduction, or diminution of the obligation or any defense of any kind or nature which the Guarantor has or may have against the Beneficiary shall be available hereunder to the Guarantor against the Beneficiary.

Section 2.5

Right to Proceed .  In the event of a default in the payment of principal of the Note when and as the same shall become due, whether at the stated maturity thereof, by acceleration, purchase or otherwise, or of a default in the payment of any interest on the Note when and as the same shall become due, or in the event of a failure to make any other payment due and owing under the Note Purchase Agreement or other Note Documents, or upon the occurrence of any other event of default by the Borrower under the terms of the Note, the Beneficiary, in its sole discretion, shall have the right to proceed first and directly against the Guarantor under this Guaranty without proceeding against the Borrower under the Note Purchase Agreement or the other Note Documents or exhausting any other remedies which it may have and without resorting to any other security held by the Beneficiary (“ Right to Proceed ”).

Section 2.6

Beneficiary Fund Expenditure .  The Beneficiary shall not be obligated to expend or risk its own funds or otherwise incur any financial liability in the taking of any action hereunder if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it, except liability which is adjudicated to have resulted from its gross negligence or willful misconduct by reason of any action so taken.

Section 2.7

Costs and Fees .  The Guarantor agrees to pay all the costs, expenses and fees, including all reasonable attorney’s fees, which may be incurred by the Beneficiary in



3




Execution Version


enforcing or attempting to enforce this Guaranty following any default on the part of either the Borrower or the Guarantor, whether the same shall be enforced by suit or otherwise.

Section 2.8

Beneficiaries .  This Guaranty is entered into by the Guarantor for the benefit of the Beneficiary and its successors and assigns under the Note Documents.

Section 2.9

Waiver of Acceptance .  The Guarantor expressly waives notice from the Beneficiary of its acceptance of and reliance on this Guaranty.

Section 2.10

Approval of Amendments .  Notwithstanding any provision to the contrary, no amendment or modification to the Note Documents which would have the effect of increasing the Guarantor’s aggregate obligations hereunder shall be effective without the prior written consent of the Guarantor.

Section 2.11

Event of Default .

Each of the following occurrences shall constitute an “Event of Default” under this Guaranty:  (a) the Guarantor fails to observe or perform any covenant or agreement applicable to the Guarantor under this Guaranty and fails to cure such failure within 10 Business Days of notice of such failure by Beneficiary to Guarantor; (b) any representation or warranty made by the Guarantor in this Guaranty proves to have been materially false or materially misleading when made; (c) the Guarantor files any petition or action for relief under any bankruptcy, reorganization, insolvency or moratorium law or any other law for the relief of, or relating to, debtors, now or hereafter in effect, or makes any assignment for the benefit of creditors or takes any corporate action in furtherance of any of the foregoing; (d) an involuntary petition is filed against the Guarantor under any bankruptcy statute now or hereafter in effect, or a custodian, receiver, trustee, assignee for the benefit of creditors (or other similar official) is appointed to take possession, custody or control of any property of the Guarantor; (e) the Guarantor executes an assignment with respect to substantially all of its assets; or (f) the Guarantor fails to pay, upon demand made by Beneficiary at any time after the Beneficiary has the Right to Proceed, any and all unpaid Obligations owing hereunder.

ARTICLE III

MISCELLANEOUS

Section 3.1

Effect of Debtor Relief Laws .  The obligations of the Guarantor shall not be altered, limited, or affected by any proceeding against the Borrower pursuant to any bankruptcy, insolvency, reorganization, or similar law relating to the relief of debtors.  This Guaranty shall continue to be effective, or be reinstated, as the case may be, if at any time payment of any of the obligations set forth in Section 2.1 by the Guarantor is rescinded or must otherwise be restored or returned by the Beneficiary upon any action taken by the Guarantor or the Borrower under any bankruptcy, insolvency, reorganization, or similar law relating to the relief of debtors.

Section 3.2

Remedies .  No remedy herein conferred upon or reserved to the Beneficiary is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Guaranty or now or hereafter existing at law or in equity.  No delay or omission to



4




Execution Version


exercise any right or power accruing upon any default, omission or failure of performance hereunder shall impair any such right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient.  In order to entitle the Beneficiary to exercise any remedy reserved to it in this Guaranty, it shall not be necessary to give any notice, other than such notice as may be herein expressly required.  In the event any provision contained in this Guaranty should be breached by the Guarantor and thereafter duly waived by the Beneficiary, such waiver shall be limited to the particular breach so waived and shall not be deemed to waive any other breach hereunder.

Section 3.3

Beneficiary May File Proofs of Claim .  In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, bankruptcy reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the rights of creditors of the Guarantor, the Beneficiary shall be entitled and empowered by intervention in such proceeding or otherwise,

(a)

to file and prove a claim for the whole amount of principal, purchase price and interest owing and unpaid (whether at stated maturity or by acceleration, call for redemption or otherwise) in respect of the Note and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Beneficiary (including any claim for the reasonable compensation, expenses, disbursements and advances of the Beneficiary, its agents and counsel) allowed in such judicial proceeding; and

(b)

to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same;

and any receiver, assignee, trustee, liquidator, sequestrator (or other similar official) in any such judicial proceeding is authorized to make such payments to the Beneficiary, to pay to the Beneficiary any amount due to it for the reasonable expenses, disbursements and advances of the Beneficiary, its agents and counsel, and any other amounts due the Beneficiary hereunder.

Section 3.4

Waiver, Amendment .  No waiver, amendment, release or modification of this Guaranty shall be established by conduct, custom or course of dealing, but solely by an instrument in writing duly executed by the Beneficiary and the Guarantor.

Section 3.5

Notices .  All notes or other communications hereunder (except payment) shall be in writing and shall addressed as follows:

If to Guarantor:

Goldrich Placer, LLC

2607 Southeast Blvd., Suite B211

Spokane, Washington 99223

Attention: William Schara

Fax: 509.695.3289







5




Execution Version


With copies (which do not constitute notice) to:


Dorsey & Whitney LLP

1400 Wewatta Street, Suite 400

Denver, Colorado 80202

Attn: Jason K. Brenkert, Esq.

Fax: 303.629.3450


If to the Beneficiary:

Gold Rich Asia Investment Limited

Suite 603, Kai Wong Comm. Bldg

224 Queen’s Road Central

Hong Kong

Attention: Bipin A. Patel, Director

Fax: +852 2851 9863


With copies (which do not constitute notice) to:


Liner LLP

1100 Glendon Ave., 14 th Floor

Los Angeles, CA 90024

Attn: Mitchell Regenstreif, Esq.

Fax: 310.500.3501


Bipin A. Patel

1816 Arrowhead Drive

Oakland, CA 94611


A party shall forthwith notify the other party in writing of any change in its mailing address. Notice shall conclusively be deemed to have been given when:  delivered by hand, if personally delivered; when delivered by courier, if delivered by commercial overnight courier service; if mailed, five Business Days after being deposited in the first class mail, postage prepaid; or if telecopied, when receipt is acknowledged.

Section 3.6

Severability .  The invalidity or unenforceability of any one or more phrases, sentences, clauses or sections in this Guaranty shall not affect the validity or enforceability of the remaining portions of this Guaranty, or any part thereof.

Section 3.7

Counterparts .  This Guaranty may be executed simultaneously in several counterparts, including electronic or facsimile copies, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.

Section 3.8

Governing Law and Construction .   THE VALIDITY, CONSTRUCTION, AND ENFORCEABILITY OF THIS GUARANTY SHALL BE GOVERNED BY THE LAWS OF THE STATE OF ALASKA, WITHOUT GIVING EFFECT TO CONFLICT OF LAWS PRINCIPLES THEREOF.  Whenever possible, each provision of this Guaranty and any other statement, instrument, or transaction contemplated hereby or relating hereto shall be interpreted so as to be effective and valid under such applicable



6




Execution Version


law, but if any provision of this Guaranty or any other statement, instrument, or transaction contemplated hereby or relating hereto is held to be prohibited or invalid under such applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Guaranty or any other statement, instrument, or transaction contemplated hereby or relating hereto.

Section 3.9

Venue .   THIS GUARANTY MAY BE ENFORCED IN ANY FEDERAL COURT OR ALASKA STATE COURT SITTING IN ANCHORAGE, ALASKA; AND THE PARTIES CONSENT TO THE JURISDICTION AND VENUE OF ANY SUCH COURT AND WAIVE ANY ARGUMENT THAT VENUE IN SUCH FORUMS IS NOT CONVENIENT.  IN THE EVENT A PARTY COMMENCES ANY ACTION IN ANOTHER JURISDICTION OR VENUE UNDER ANY TORT OR CONTRACT THEORY ARISING DIRECTLY OR INDIRECTLY FROM THE RELATIONSHIP CREATED BY THIS NOTE, THE OTHER PARTY AT ITS OPTION SHALL BE ENTITLED TO HAVE THE CASE TRANSFERRED TO ONE OF THE JURISDICTIONS AND VENUES ABOVE-DESCRIBED, OR IF SUCH TRANSFER CANNOT BE ACCOMPLISHED UNDER APPLICABLE LAW, TO HAVE SUCH CASE DISMISSED WITHOUT PREJUDICE .

Section 3.10

Waiver of Jury Trial .   EACH OF THE GUARANTOR AND THE BENEFICIARY, BY ITS ACCEPTANCE OF THIS GUARANTY, IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS GUARANTY OR THE TRANSACTIONS CONTEMPLATED HEREBY TO THE FULL EXTENT PERMITTED BY APPLICABLE LAW .





[Reminder of page intentionally blank; signature page follows]



7




Execution Version


IN WITNESS WHEREOF, the Guarantor has caused this Guaranty to be executed in its name as of the date first above written.

GUARANTOR:


GOLDRICH PLACER, LLC



By: ________________________________

Name: ______________________________

Title: ______________________________





ACKNOWLEDGED BY:

BENEFICIARY:

GOLD RICH ASIA INVESTMENT LIMITED



By:  ________________________________

Name: _____________________________

Title: ______________________________







[Signature Page to Guaranty Agreement]


Exhibit 23.1

[EX231002.GIF]

Cathedral Rock Enterprises, LLC

James C. Barker, CPG 8205, Consulting Geologist

P.M. Box 145, 3875 Geist Road, Suite E

Fairbanks, Alaska  99709


1-1-3191 541-934-2970 msg

jcbarkergeo@gmail.com


CONSENT OF EXPERT


United States Securities and Exchange Commission


I, James C. Barker, Professional Geologist of Cathedral Rock Enterprises, LLC, co-authored and prepared:


§

The report titled “Summary of Field Investigations 2004”, December, 2004

§

The report titled “Chandalar Mining District, A Report of Findings and Recommendations, 2005”, January 2, 2006

§

The report titled “Chandalar Mining District, Annual Report of Findings for 2006”, March 15, 2007, and

§

The report titled “Evaluation of the Chandalar Mining Property”, May 5, 2008, prepared together with Robert B. Murray, a Certified Professional Geologist licensed to practice in Oregon, and Jeffery O. Keener

I hereby consent to the filing of the reports with the Annual Report on form 10K on or around April 12, 2014, and the use of and references to the subject matter of the reports contained therein.  I also consent to the use of my name in the Annual Report on form 10K in regard to preparation of the reports.


Dated this 3rd day of April, 2014


[EX231003.JPG]


James C. Barker

Managing Member, Cathedral Rock Enterprises, LLC

Certified Professional Geologist #8205

Certified Alaskan Geologist G-262



Exhibit 23.2


[EX232002.GIF]



Exhibit 23.3


[EX233002.GIF]



Exhibit 23.4


[EX234002.GIF]



Exhibit 31.1


CERTIFICATION


I, William V. Schara, certify that:

1.

I have reviewed this annual report on Form 10-K of Goldrich Mining Company;

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects, the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report.

4.

The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)

Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)

Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.

The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors:

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:  April 14, 2014


By:    /s/ William V. Schara                    

            William V. Schara, Chief Executive Officer, President and Principal Executive Officer


A signed original of this written statement has been provided to the registrant and will be retained by the registrant to be furnished to the Securities and Exchange Commission or its staff upon request.





Exhibit 31.2

CERTIFICATION


I, Ted R. Sharp, certify that:


1.

I have reviewed this annual report on Form 10-K of Goldrich Mining Company;

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects, the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report.

4.

The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)

Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)

Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.

The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors:

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:  April 14, 2014


By:    /s/  Ted R. Sharp                                                 

         Ted R. Sharp, Chief Financial Officer, Principal Financial Officer


A signed original of this written statement has been provided to the registrant and will be retained by the registrant to be furnished to the Securities and Exchange Commission or its staff upon request.





Exhibit 32.1


CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002



In connection with the Annual Report of Goldrich Mining Company, (the "Company") on Form 10-K for the period ending December 31, 2013, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, William V. Schara, Chief Executive Officer, President and Principal Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:


1.

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and


2.

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Goldrich Mining Company.




        /s/ William V. Schara                               

DATE:  April 14, 2014

       William V. Schara, Chief Executive Officer and President



A signed original of this written statement required by Section 906 has been provided to Goldrich Mining Company and will be retained by Goldrich Mining Company to be furnished to the Securities and Exchange Commission or its staff upon request.





Exhibit 32.2


CERTIFICATION PURSUANT TO

18 U.S.C. SECTION

 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002



In connection with the Annual Report of Goldrich Mining Company, (the "Company") on Form 10-K for the period ending December 31, 2013, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Ted R. Sharp, Chief Financial Officer and Principal Financial Officer of the Company, certify, pursuant to 81 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:


1.

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and


2.

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Goldrich Mining Company.




        /s/ Ted R. Sharp                              

DATE:  April 14, 2014

       Ted R. Sharp, Chief Financial Officer



A signed original of this written statement required by Section 906 has been provided to Goldrich Mining Company and will be retained by Goldrich Mining Company to be furnished to the Securities and Exchange Commission or its staff upon request.






Exhibit 95.1



MINE SAFETY DISCLOSURE



Pursuant to Section 1503(a) of the recently enacted Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), issuers that are operators, or that have a subsidiary that is an operator, of a coal or other mine in the United States are required to disclose in their periodic reports filed with the SEC information regarding specified health and safety violations, orders and citations, issued under the Federal Mine Safety and Health Act of 1977 (the “Mine Act”) by the Mine Safety and Health Administration (the “MSHA”), as well as related assessments and legal actions, and mining-related fatalities.


The following table provides information for the year ended December 31, 2013.


Mine

Mine Act §104 Violations (1)

Mine Act §104(b) Orders (2)

Mine Act §104(d) Citations and Orders (3)

Mine Act §110(b)(2) Violations (4)

Mine Act §107(a) Orders (5)

Proposed Assessments from MSHA (In dollars $)

Mining Related Fatalities

Mine Act §104(e) Notice (yes/no) (6)

Pending Legal Action before Federal Mine Safety and Health Review Commission (yes/no)

Little Squaw Creek

0

0

0

0

0

0

0

0

No




(1)

 The total number of violations received from MSHA under §104 of the Mine Act, which includes citations for health or safety standards that could significantly and substantially contribute to a serious injury if left unabated.


(2)

The total number of orders issued by MSHA under §104(b) of the Mine Act, which represents a failure to abate a citation under §104(a) within the period of time prescribed by MSHA.


(3)

The total number of citations and orders issued by MSHA under §104(d) of the Mine Act for unwarrantable failure to comply with mandatory health or safety standards.


(4)

The total number of flagrant violations issued by MSHA under §110(b)(2) of the Mine Act.


(5)

The total number of orders issued by MSHA under §107(a) of the Mine Act for situations in which MSHA determined an imminent danger existed.


(6)

A written notice from the MSHA regarding a pattern of violations, or a potential to have such pattern under §104(e) of the Mine Act.