GOLDRICH MINING CO (Form: 8-K, Received: 01/11/2017 06:02:53)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report: December 30, 2016

(Date of earliest event reported)

[GOLDRICH8KJAN1016002.GIF]

GOLDRICH MINING COMPANY

(Exact name of registrant as specified in its charter)

Commission File Number: 001-06412

_____________________________________


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

2607 Southeast Blvd, Suite B211

Spokane, Washington 99223

(Address of principal executive offices, including zip code)

(509) 535-7367

(Registrant’s telephone number, including area code)

Not Applicable

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

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

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

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

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

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

Item 3.02

Unregistered Sale of Equity Securities.

On December 30, 2016, Goldrich Mining Company (the “Registrant” or the “Company”) closed a private placement for total proceeds of US$50,000. The Company sold 50 Series F Preferred Stock of the Company and warrants at a price per preferred share of $1,000.

Each share of Series F Preferred Stock is convertible into common shares of the Company equal in number to $1,000.00 divided by $0.03 per share of common stock. The purchaser of each share of Series F Preferred Stock also received Series S Warrants exercisable to purchase shares of common stock of the Company equal in number to the total purchase price divided by 0.03 (with fractional shares omitted), exercisable at any time beginning one year after the closing date for a term ending five years from the closing date at an exercise price of $0.03 per share of common stock.

The Series F Preferred Stock and the Series S Warrants were issued and sold to the purchasers thereof pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”) pursuant to Section 4(a)(2) thereof and Rule 506 of Regulation D under the Securities Act in reliance on the representations and warranties of the purchasers of such securities.

The disclosure made in Item 5.03 regarding the description of the Series F Preferred Stock is incorporated into this Item 3.02 by reference.

Item 3.03

Material Modification to Rights of Security Holders

The disclosures made in Items 3.02 and 5.03 are incorporated into this Item 3.03 by reference.

Item 5.03

Amendments to Articles of Incorporation

On January 10, 2017, the Company is in the process of filing a Statement of Designation of Shares of Series F Preferred Stock (“Statement of Designation”) and resolution creating and authorizing the designation of 50 shares of Series F Stock, were filed with the Alaska Division of Corporations, Business and Professional Licensing (the “Division”). The Company’s board of directors approved the resolution pursuant to Sections 308 and 315 of the Alaska Corporations Code (the “Code”) and Article Four of the Company’s articles of incorporation and the Company filed the Statement of Designation with the Division pursuant to Section 320 of the Code. Upon filing of the Statement of Designation, the Company’s resolution amended the Company’s articles of incorporation by fixing the following rights, preferences, privileges and restrictions of the Series F Stock, effective as of December 30, 2016.

Par Value

The Series F Stock has no par value.

Liquidation Rights

In the event of any liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, each holder of Series F Stock is entitled to be paid out of the assets of the Company available for distribution to stockholders, before any amount will be paid or distributed to the holders of Common Stock or any other stock ranking junior to the Series F Stock, an amount in cash equal to $1,000 per share (adjusted appropriately for stock splits, stock dividends and the like) together with declared but unpaid dividends to which the holders of Series F Stock are entitled (the “Series F Liquidation Amount”), payable pari passu with the preference with any other securities ranking equal in liquidation preference. However , if the amounts payable with respect to the Series F Stock are not paid in full, holders of Series F Stock share ratably in any distribution of assets in proportion to the full respective preferential amounts to which they are entitled. After payment has been made to holders of Series F Stock of the Series F Liquidation Amount, the assets of the Company available for distribution to stockholders will be distributed ratably among the holders of Series F Stock (on an as-if-converted basis) and Common Stock (adjusted appropriately for stock splits, stock dividends and the like). Holders of the Company’s Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock and Series E Preferred Stock shall be paid in advance of holders of the Series F Stock on the occurrence of a Liquidation Event.

Voting Rights

Holders of Series F Stock are entitled to vote on all matters upon which holders of Common Stock are entitled to vote and are entitled to a number of votes equal to the number of whole shares of Common Stock into which a holder’s shares of Series F Stock could be converted at the record date for the determination of stockholders entitled to vote on such matter. Except as otherwise provided in the Company’s articles of incorporation, by the Alaska Business Corporations Act or the Statement of Designation of Shares of Preferred Stock (“Statement of Designation”), as filed, holders of Series F Stock vote as a single class with the Common Shares on an as-if-converted basis on all matters. No holder of Series F Stock is entitled to pre-emptive voting rights.

Conversion Rights

Shares of Series F Stock may, at the option of the holder, be converted at any time into a number of fully-paid and non-assessable shares of Common Stock as is equal to the product obtained by multiplying the Series F Conversion Rate (as defined below) by the number of shares of Series F Stock being converted (“Voluntary Conversion”). The conversion rate for Series F Stock in effect at any time (the “Series F Conversion Rate”) equals $1,000 divided by the Series F Conversion Price (as defined below). The conversion price for Series F Stock in effect from time to time is $0.03 per share (the “Series F Conversion Price”). The Series F Conversion Price is subject to adjustment in accordance with the provisions of the Statement of Designation.

Redemption Right

In the event that the Company sells any or all of its assets, in any combination, whether pursuant to a merger, share exchange, stock purchase, business combination or other similar transaction, for aggregate total compensation greater than $3,000,000 within a one-year period following the date of issuance of the Series F Preferred Stock, the purchaser shall have the right to demand that the Company redeem all or some of the outstanding securities (the preferred shares, the warrants, the warrant shares and the conversion shares) at a redemption price equal to the aggregate purchase price of such securities being redeemed plus an additional amount equivalent to the amount of interest that would have accrued on the aggregate purchase price of the Securities being redeemed at a rate of 15% from the date of issuance of the preferred shares through to the date of redemption.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits

Exhibit No.

Description

3.1

Statement of Designation of Shares of Series F Preferred Stock

4.1

Form of Class S Warrant

SIGNATURE

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


	GOLDRICH MINING COMPANY (Registrant)
Dated: January 10, 2017	By:	/s/ Ted R. Sharp
		Ted R. Sharp Chief Financial Officer

Exhibit 3.1

GOLDRICH MINING COMPANY

an Alaska corporation

(the “ Company ”)

_______________

STATEMENT OF DESIGNATION

SHARES OF PREFERRED STOCK

_______________

Pursuant to Section 320 of the Alaska Corporations Code (the “ Alaska Code ”), this Statement of Designation sets forth a copy of a resolution creating and authorizing the issuance and determining the rights, preferences, privileges and restrictions of a series of shares of preferred stock designated as Series F Convertible Preferred Stock (“ Series F Stock ”) adopted by the board of directors of the Company (the “ Board ”).

We, the undersigned officers of the Company, hereby state and otherwise certify that, on December , 2016, the Board, pursuant to authority vested in it by Article Four of the Company’s Articles of Incorporation, as amended and restated on November 29, 2013, and in accordance with Sections 308 and 315 of the Alaska Code, duly adopted a resolution creating and authorizing the issuance of 300 shares of Series F Stock, no par value, and setting forth the rights, preferences, privileges and restrictions of the Series F Stock, a copy of which resolution is attached hereto as Exhibit A .

IN WITNESS WHEREOF, the Company has caused this Statement of Designation to be effective on its behalf at Spokane, Washington as of September 30, 2016.

GOLDRICH MINING COMPANY

/s/ William V. Schara

____________________________________

By: William V. Schara

Title: President

/s/ Ted R. Sharp

____________________________________

By: Ted R. Sharp

Title: Secretary

Exhibit A

RESOLVED, the board of directors (the “ Board ”) of Goldrich Mining Company (the “ Company ”) hereby authorizes, approves, ratifies and confirms, pursuant to Sections 308 and 315 of the Alaska Corporations Code (the “ Alaska Code ”) and Article Four of the Company’s Articles of Incorporation, the designation of 50 shares of the authorized and undesignated 8,999,150 shares of preferred stock of the Company, par value as the Board may determine, as Series F Convertible Preferred Stock (“ Series F Stock ”). The rights, preferences, privileges and restrictions and other matters relating to the Series F Stock are set forth below:

Series F Convertible Preferred Stock Par Value

The Series F Stock shall have no par value.

Liquidation Rights

(a)

Subject to Section 2(b) below, in the event of any liquidation, dissolution or winding up of the Company, whether voluntary or involuntary (in each case, a “ Liquidation Event ”), each holder of outstanding shares of Series F Stock shall be entitled to be paid out of the assets of the Company available for distribution to stockholders, whether such assets are capital, surplus or earnings and before any amount shall be paid or distributed to the holders of any class of the Company’s common stock, par value $0.10 per share (the “ Common Stock ”), or of any other stock ranking on liquidation junior to the Series F Stock, an amount in cash equal to $1,000 per share (adjusted appropriately for stock splits, stock dividends and the like) (the “ Series F Liquidation Amount ”), payable pari passu with the preference with any other securities ranking equal in liquidation preference; provided , however , that if upon any Liquidation Event, the amounts payable with respect to the Series F Stock are not paid in full, the holders of the Series F Stock shall share ratably in any distribution of assets in proportion to the full respective preferential amounts to which they are entitled.

(b)

Holders of the Company’s Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock shall be paid in advance of holders of Series F Stock on the occurrence of a Liquidation Event.

(c)

After payment has been made to the holders of the Series F Stock of the applicable Series F Liquidation Amount in accordance with Section 2(a), the assets of the Company available for distribution to stockholders, whether such assets are capital, surplus or earnings, an amount equal to the total price per share paid (in cash and/or property) shall be distributed ratably among the holders of Series A Preferred Stock (on an as-if-converted basis), Series B Preferred Stock (on an as-if-converted basis), Series C Stock (on an as-if-converted basis), Series F Stock (on an as-if-converted basis) and Common Stock (adjusted appropriately for stock splits, stock dividends and the like).

(d)

A merger or consolidation of the Company (except (i) a merger into or with a wholly-owned subsidiary of the Company with requisite stockholder

approval or (ii) a merger in which the beneficial owners of the Company’s outstanding capital stock immediately prior to such transaction hold more than 50% of the voting power in the resulting entity) or a sale of all or substantially all of the assets of the Company shall be regarded as a Liquidation Event within the meaning of this Section 2; provided , however , that each holder of the Series F Stock shall have the right to convert his, her or its shares of Series F Stock to Common Stock pursuant to Section 4(a) hereof in lieu of receiving payment in liquidation, dissolution or winding up of the Company pursuant to this Section 2. Notice of such conversion shall be submitted in accordance with the provisions of Section 4(g) hereof no later than ten (10) days before the effective date of such Liquidation Event.

(e)

If any assets other than cash are to be distributed under this Section 2 or for any purpose, the value of such assets will be deemed to be their fair market value as determined in good faith by the Board; provided , however , (i) in the case of a merger or consolidation of the Company (except a merger into or with a wholly-owned subsidiary of the Company with requisite stockholder approval or a merger in which the beneficial owners of the Company’s outstanding capital stock immediately prior to such transaction hold more than 50% of the voting power in the resulting entity) or a sale of all or substantially all of the assets of the Company, the value of any securities shall be determined in the manner specified in the agreement entered into by the Company in connection with the transaction; and (ii) in the case of any other transaction, any securities (the “ Fair Market Price ”) shall be valued as follows:

(A)

if traded on a securities exchange, the value shall be deemed to be the average of the closing prices of the securities on such exchange over the 30-day period ending three (3) business days prior to the distribution;

(B)

if actively traded over-the-counter, the value shall be deemed to be the average of the closing bid or sale prices (whichever is applicable) over the 30-day period ending three (3) business days prior to the distribution; and

(C)

if there is no active public market, the value shall be the fair market value thereof, as determined in good faith by the Board.

Voting Rights

(a)

General . Each holder of Series F Stock shall be entitled to vote on all matters upon which holders of Common Stock would be entitled to vote and shall be entitled to that number of votes equal to the number of whole shares of Common Stock into which such holder’s shares of Series F Stock could be converted under Section 4, at the record date for the determination of stockholders entitled to vote on such matter, or, if no such record date is established, at the day before the first notice of the meeting of stockholders at which the vote is to be taken is delivered to stockholders, or the date any written consent of stockholders is solicited if the vote is not to be taken at a meeting. Notwithstanding any provision of this Certificate of Designation, each such holder shall be entitled to notice of any stockholders’ meeting in accordance with the Company’s Bylaws. Except as otherwise expressly provided in the Company’s Articles of Incorporation, by the Alaska Code or this Certificate of Designation, the holders of shares

of Series F Stock shall vote together as a single class with the Common Stock on an as-if-converted basis on all matters.

(b)

Protective Provisions . For as long as any shares of Series F Stock at any time issued remain outstanding, without the affirmative consent of the holders of at least a majority of Series F Stock then outstanding, voting as a separate class, given by written consent or by vote at a meeting called for such purpose for which notice shall have been duly given to the holders of Series F Stock, the Company shall not:

(i)

adopt any amendment to this Certificate of Designation, or any amendment to its Articles of Incorporation or Bylaws, that eliminates, amends, restricts or otherwise adversely affects the rights and preferences of the Series F Stock; or

(ii)

purchase shares of capital stock, except pursuant to agreements with employees or consultants of the Company providing for repurchases of the Company’s capital stock upon termination of the employees or consultants, provided such repurchases are approved by the Board.

Conversion Rights

The holders of Series F Stock shall have the following rights with respect to the conversion of Series F Stock into Common Stock:

(a)

General . Any share of Series F Stock may, at the option of the holder, be converted at any time into such number of fully-paid and non-assessable shares of Common Stock as is equal to the product obtained by multiplying the Series F Conversion Rate (determined under Section 4(b)) by the number of shares of Series F Stock being converted.

(b)

Conversion Rate . The conversion rate for Series F Stock in effect at any time (the “ Series F Conversion Rate ”) shall equal $1,000.00 divided by the Series F Conversion Price, calculated as provided in Section 4(c).

(c)

Conversion Price . The conversion price for Series F Stock in effect from time to time, except as adjusted in accordance with Section 4(d), shall be $0.03 per share (the “ Series F Conversion Price ”).

(d)

Adjustments to Conversion Price and Conversion Rate . Notwithstanding anything in this Section 4 to the contrary, no change in the Conversion Rate shall be made until the cumulative effect of the adjustments called for by this Section 4 since the date of the last change in the Conversion Rate would change the Conversion Rate by more than 1%. However, once the cumulative effect would result in such a change, then the Conversion Rate shall be changed to reflect all adjustments called for by this Section 4 and not previously made. Subject to the foregoing, the Conversion Rate shall be adjusted from time to time as follows:

(i)

In case of any consolidation or merger of the Company with any other corporation (other than a wholly owned subsidiary of the Company), or in case of any sale or transfer of all or substantially all of the assets of the Company, or in case of any share exchange pursuant to which all of the outstanding shares of Common Stock are converted into other securities or property, the Company shall, prior to or at the time of such transaction, make appropriate provision or cause appropriate provision to be made so that holders of each share of Series F Stock then outstanding shall have the right thereafter to convert such share of Series F Stock into the kind and amount of shares of stock and other securities and property receivable upon such consolidation, merger, sale, transfer or share exchange by a holder of the number of shares of Common Stock into which such share of Series F Stock could have been converted immediately prior to the effective date of such consolidation, merger, sale, transfer or share exchange. If in connection with any such consolidation, merger, sale, transfer or share exchange, each holder of shares of Common Stock is entitled to elect to receive either securities, cash or other assets upon completion of such transaction, the Company shall provide or cause to be provided to each holder of Series F Stock the right to elect the securities, cash or other assets into which the Series F Stock held by such holder shall be convertible after completion of any such transaction on the same terms and subject to the same conditions applicable to holders of the Common Stock (including, without limitation, notice of the right to elect, limitations on the period in which such election shall be made and the effect of failing to exercise the election).

(ii)

In case the Company shall (i) pay a dividend or make a distribution on its Common Stock in shares of its capital stock; (ii) subdivide its outstanding Common Stock into a greater number of shares; (iii) combine the shares of its outstanding Common Stock into a smaller number of shares; or (iv) issue by reclassification of its Common Stock any shares of its capital stock, then in each such case the Conversion Price in effect immediately prior thereto shall be proportionately adjusted so that the holder of any Series F Stock thereafter surrendered for conversion shall be entitled to receive, to the extent permitted by applicable law, the number and kind of shares of capital stock of the Company which such holder would have owned or have been entitled to receive after the happening of such event had such Series F Stock been converted immediately prior to the record date for such event (or if no record date is established in connection with such event, the effective date for such action). An adjustment pursuant to this subparagraph (ii) shall become effective immediately after the record date in the case of a stock dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification.

(e)

Capital Reorganization or Reclassification . If the Common Stock issuable upon the conversion of Series F Stock shall be changed into the same or a different number of shares of any class or classes of stock of the Company, whether by capital reorganization, reclassification or otherwise, then and in each such event the holder of each share of Series F Stock shall have the right thereafter to convert such share into the kind and amount of shares of stock and other securities and property receivable upon such reorganization, reclassification or other change by holders of the number of shares of Common Stock into which such share of Series F Stock might have been

converted immediately prior to such reorganization, reclassification or change, all subject to further adjustment as provided herein.

(f)

Accountant’s Certificate as to Adjustments Notice by the Company . In each case of an adjustment or readjustment of the Series F Conversion Rate, the Company at its expense will furnish each holder of Series F Stock, as applicable, with a certificate, prepared by independent public accountants of recognized standing if so required in writing by holders of a majority of the outstanding Series F Stock, showing such adjustment or readjustment and stating in detail the facts upon which such adjustment or readjustment is based.

(g)

Exercise of Conversion Privilege .

(i)

Generally . Promptly after receiving the certificate representing shares of any Series F Stock being converted, the Company shall: (A) issue and deliver to the holder of the shares of Series F Stock being converted, or, if permitted by applicable securities laws, to the nominee or nominees of such holder, a certificate or certificates as such holder may request for the number of whole shares of Common Stock issuable in accordance with the provisions of this Section 4 upon the conversion of such shares of Series F Stock; and (B) pay to such holder cash, as provided in Section 4(h), in respect of any fraction of a share of Common Stock issuable upon such conversion. Conversion shall be deemed to have been effected immediately prior to the close of business on the Conversion Date (as defined below for voluntary conversions and for mandatory conversions), and at such time, whether or not certificates representing the shares being converted shall have been received by the Company or its transfer agent in the case of a mandatory conversion, the rights of the holder as holder of the converted shares of Series F Stock shall cease, and the person or persons in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon such conversion shall be deemed to have become the holder or holders of record of the shares of Common Stock represented thereby.

(ii)

Voluntary Conversion . Before any holder of shares of Series F Stock shall be entitled to voluntarily convert such shares to Common Stock pursuant to Section 4(a), such holder shall surrender the certificate or certificates therefor, duly endorsed, at the office of the Company or of any transfer agent for such shares and, if appropriate, shall give written notice by mail, postage prepaid, addressed to the same location at which the certificate or certificates were or will be surrendered, of the election to convert such shares and shall state therein the name or names in which the certificate or certificates for shares of Common Stock are to be issued. With respect to a voluntary conversion pursuant to Section 4(a), the date when written notice of the holder’s election to convert is received by the Company or a transfer agent for the shares to be converted, together with the certificate or certificates representing the shares to be converted, shall be the “ Conversion Date .” Notwithstanding the foregoing, if a holder of shares of Series F Stock conditions such voluntary conversion on the occurrence or non-occurrence of a stated event, the date on which such event shall occur (or fail to occur, as the case may be) shall be the Conversion Date.

(h)

Cash in Lieu of Fractional Shares . No fractional shares of Common Stock or scrip representing fractional shares shall be issued upon the conversion of shares of Series F Stock, but the Company shall pay to the holder of such shares a cash adjustment in respect of such fractional shares in an amount equal to the same fraction of the market price per share of the Common Stock (as determined by the Fair Market Price) at the close of business on the Conversion Date. The determination as to whether or not any fractional shares are issuable shall be based upon the total number of shares of Series F Stock being converted at any one time by any holder thereof, not upon each share of Series F Stock being converted.

(i)

Partial Conversion . In the event some but not all of the shares of Series F Stock represented by a certificate or certificates surrendered by a holder are converted, the Company shall execute and deliver to or on the order of the holder, at the expense of the Company, a new certificate representing the shares of Series F Stock that were not converted.

(j)

Reservation of Common Stock . The Company shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock, solely for the purpose of effecting the conversion of the shares of the Series F Stock, such number of its shares of Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding shares of the Series F Stock and, if at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of all then outstanding shares of the Series F Stock, the Company shall as soon as reasonably practicable take such corporate action as may be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purpose.

(k)

Other Distributions . In the event that the Company shall declare a distribution payable in securities of other persons, evidences of indebtedness issued by the Company or other persons, assets (excluding cash dividends) or options or rights, the holders of Series F Stock shall be entitled to a proportionate share of any such distribution as though they were the holders of the number of shares of Common Stock of the Company into which their shares of Series F Stock are convertible as of the record date fixed for the determination of the holders of Common Stock of the Company entitled to receive such distribution.

Redemption

In the event that the Company sells any or all of its assets, in any combination, whether pursuant to a merger, share exchange, stock purchase, business combination or other similar transaction, for aggregate total compensation greater than $3,000,000 within a one-year period following the date of issuance of the Preferred Shares (the “Redemption Period”), the Purchaser shall have the right to demand that the Company redeem all or some of the outstanding Securities (the “Redemption Right”) at a redemption price equal to the Aggregate Purchase Price of such Securities being redeemed plus an additional amount equivalent to the amount of interest that would have accrued on the Aggregate Purchase Price of the Securities being redeemed at a rate of 15% from the date of issuance of the Preferred Shares through to the date of redemption

(the “Redemption Price”) by providing written notice to the Company of its election to demand such redemption within 10 days of the Company providing notice of such transactions, which notice the Company will provide promptly to the Purchaser upon signing of the definitive documents in relation to such transactions.

Notices of Record Date

In the event of any capital reorganization of the Company, any reclassification of the capital stock of the Company, or any Liquidation Event, the Company shall mail or deliver, or cause to be mailed or delivered, to each holder of Series F Stock a notice specifying: (a) if a plan of merger, consolidation or exchange is to be submitted for approval by the Company’s shareholders, the place, day and hour of the meeting and purpose for which the meeting is called and including a copy or summary of the plan of merger, consolidation or exchange and copies of Alaska Code Sections 574 and 576; (b) the date on which any such reorganization, reclassification, or Liquidation Event is expected to become effective; and (c) the time, if any, that is to be fixed, as to when the holders of record of Common Stock (or other securities) shall be entitled to exchange their shares of Common Stock (or other securities) for securities or other property deliverable upon such reorganization, reclassification, or Liquidation Event. Such notice shall be mailed or delivered no later than ten (10) days prior to the date specified in such notice on which such action is to be taken.

Transfer

The shares of Series F Stock are non-transferrable.

Other Rights

Except as otherwise provided in this Certificate of Designation, each share of Series F Stock and each share of Common Stock shall be identical in all respects, shall have the same powers, preferences and rights, without preference of any such class or share over any other such class or share.

Exhibit 4.1

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 S WARRANTS
TO PURCHASE SHARES

OF COMMON STOCK OF

GOLDRICH MINING COMPANY

CERTIFICATE NO.: ¨

Class S Warrant to Purchase

¨ Shares of Common Stock

[ 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 S 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).

Definitions . (a) The following terms, as used herein, have the following meanings:

“ 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.

“ 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 9 below.

“ Exercise Price ” means $0.03 .

“ Expiration Date ” means 5:00 p.m. (Spokane, Washington) on the date that is five (5) years after the Initial Warrant 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.

“ 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.

“ 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 S Warrant, as adjusted from time to time.

Exercise of Class S Warrant .

(a)

The Holder is entitled to exercise this Class S Warrant in whole or in part at any time on or after the date that is one year from the Initial Warrant Issue Date until the Expiration Date. To exercise this Class S 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 S 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 S Warrant in part, this Class S 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 S Warrant Certificate in conformity with the foregoing provisions, the Company shall transfer to the Holder of this Class S 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 S Warrants in whole or in part unless (i) the Holder is the original purchaser of the Warrants, purchased the Warrants in the United States pursuant to a Purchase Agreement and confirms as of the date of exercise, that it remains an “accredited investor” as defined under Rule 501(a) of Regulation D and the representations, warranties and agreements made by the undersigned in such Purchase Agreement remain true and correct in relation to the exercise of the Warrants and the Holder represents to the Company as such, (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 S Warrants in an “off shore 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 S Warrant and, upon exercise of this Class S Warrant, the Company shall pay Holder in cash for any fractional shares that otherwise would be issuable.

Redemption . At any time following the Initial Warrant Issue Date through one year following the Initial Warrant Issue Date, the Company may redeem this Warrant along with the Preferred Shares that were issued concurrently with this Warrant pursuant to the redemption right as set forth in the Purchase Agreement pursuant to which this Warrant was purchased.

Restrictive Legend . Certificates representing Common Shares issued pursuant to this Class S

Warrant shall bear a legend substantially in the form of the legend set forth on the first page of this Class S Warrant Certificate to the extent that and for so long as such legend is required pursuant to applicable law.

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 S Warrant as will be sufficient to permit the exercise in full of this Class S 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 S 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 S 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 S Warrant; and (iii) use its best efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof as may be necessary to enable the Company to perform its obligations under this Class S 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 S 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 S 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 S Warrant.

Exchange, Transfer or Assignment of Class S Warrant; Registration .

The Holder agrees that this Class S Warrant is non-transferable.

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 S 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 S Warrant.

(c)

No adjustment in the Exercise Price shall be required unless such adjustment would require an increase or decrease of at least five percent (5%) 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 subsequent adjustment required to be made hereunder. All calculations under this Section 7 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 S 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 7, 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 S 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 S 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 S Warrant, Class S Warrants theretofore or thereafter issued may continue to express the same price and number and kind of shares as are stated in this Class S 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 7 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 7 necessary with respect to the Exercise Price then in effect and the number of Common Shares for which the Class S 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.

Loss or Destruction of Class S 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 S Warrant Certificate, and (in the case of loss, theft or destruction) of reasonably satisfactory indemnification, and upon surrender and cancellation of this Class S Warrant Certificate, if mutilated, the Company shall execute and deliver a new Class S 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) 535-7367

Facsimile No.: (509) 695-3289

Email: wschara@goldrichmining.com

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 S 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.

10.

Rights of the Holder . Prior to the exercise of any Class S 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.

11.

Governing Law . THIS CLASS S 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.

12.

Amendments; Waivers . Any provision of this Class S 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.

13.

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.

************

IN WITNESS WHEREOF, the Company has duly caused this Class S Warrant to be signed by its duly authorized officer and to be dated as of _____ ___________, 2016.

GOLDRICH MINING COMPANY

By:

Name:

Title:

HOLDER:

______________________________

(Name and address)