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: March 23, 2020

(Date of earliest event reported)

 

PICTURE 1  

 

GOLDRICH MINING COMPANY

(Exact name of registrant as specified in its charter)

 

Commission File Number: 001-06412

_____________________________________

 

Alaska

 

91-0742812

(State or other jurisdiction of incorporation)

 

(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)) 

 

Securities registered pursuant to Section 12(g) of the Act:

Title of Each Class

 

Trading Symbol(s)

 

Name of Each Exchange on Which Registered

Common Stock, $0.10 par value

 

GRMC

 

None

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b–2 of this chapter).

Emerging growth company    o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    o



Item 8.01Other Events. 

 

On March 23, 2020, Goldrich Mining Company (the “Registrant” or the “Company”) announced it has signed an agreement with Nicholas Gallagher (“Gallagher”), a related party and member of the Company’s Board of Directors, in his capacity as Agent (“Agent”) for and on behalf of Gallagher and other lenders (Gallagher and the other lenders collectively, “Holders”). The agreement amends the Senior Secured Note financing previously noted in Goldrich’s new releases dated February 13, 2018 and August 20, 2018.

 

Goldrich (the “Borrower”) and its wholly-owned subsidiary, Goldrich Placer LLC (the “Guarantor”) and Holders entered into an Amended and Restated Loan, Security, and Intercreditor Agreement (collectively the “Amended 2019 Loan Agreement”), effective as of November 1, 2019 (as amended, supplemented, extended, restated, or otherwise modified from time to time), pursuant to which, in exchange for the secured promissory notes (the “Notes”) and other consideration:

 

1)Holders have loaned to Borrower prior to November 1, 2019, an aggregate principal amount of $3,987,368.49; 

2)Gallagher has agreed to make additional loans to Borrower from and after November 1, 2019, totaling a maximum principal amount of $394,736.84 (the net proceeds of which to GMC will be $375,000), and  

3)With the consent of Agent, any new lender or existing Holder may make an additional loan or loans under the Loan Agreement. 

Under the Amended 2019 Loan Agreement:

1)The Borrower and Holders entered into a Deed of Trust whereunder the Notes are secured by a security interest in all real property, claims, contracts, agreements, leases, permits and the like. 

2)The Borrower and any Holder may negotiate a separate agreement enabling the Borrower to issue shares to said Holder in satisfaction of some or all interest that may be due to said Holder. 

3)The Guarantor entered into a Guaranty whereunder the Guarantor unconditionally guarantees and promises to pay to the order of each Holder  

a.the principal sum of each Note held by such Holder when and as the same becomes due, whether at the stated maturity thereof, by acceleration, call for redemption, tender, or otherwise,  

b.all Interest payable on each such Note when and as the same becomes due, and 

c.any other amounts owing by Borrower to such Holder under the Loan Agreement or any other Loan Document when and as the same becomes due.  

In an agreement separate from the Amended 2019 Loan Agreement, Goldrich and Mr. Gallagher have negotiated that Mr. Gallagher, at his option, has the right to convert outstanding but unpaid and future interest on his loans into stock of the Company at $0.015 per share.

 

Item 9.01Financial Statements and Exhibits.  

(d) Exhibits 

 

Exhibit No.Description 

 

10.1Form of Amended 2019 Loan Agreement 

10.2Form of Senior Secured Promissory Note  

10.3Form of Guarantee 

10.4Form of Deed of Trust 

99.1News Release, March 23, 2020

 

* Furnished to, not filed with, the SEC pursuant to Item 7.01 above.


 

 

SIGNATURE

 

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

 

 

GOLDRICH MINING COMPANY

(Registrant)

 

Dated: March 24, 2020

 

By:

/s/ Ted R. Sharp

 

 

 

Ted R. Sharp

Chief Financial Officer

 

 


Exhibit 10.1

AMENDED AND RESTATED LOAN, SECURITY, AND
INTERCREDITOR AGREEMENT

dated as of November 1, 2019

among

GOLDRICH MINING COMPANY,
an Alaska corporation formerly known as
LITTLE SQUAW GOLD MINING COMPANY,

and

GOLDRICH PLACER, LLC,
a member-managed Alaska limited liability company,

and

NICHOLAS GALLAGHER
as holder of the Senior Notes

and

CAPITAL INVESTMENTS 4165 LLC

NICHOLAS GALLAGHER

RYAN GILBERTSON

PETER HAFIZ

THOMAS HAMMERS

ANTHONY CHARLES HARTMANN

BEVERLY JOHNSON

NICHOLAS JOHNSON

SHARON JOHNSON

PROVIDENCE MANAGEMENT COMPANY LLC

PROVIDENCE TWIN CITIES NO. 8 LLC

as holders of the Junior Notes

 

 



AMENDED AND RESTATED LOAN, SECURITY, AND
INTERCREDITOR AGREEMENT

THIS AMENDED AND RESTATED LOAN, SECURITY, AND INTERCREDITOR AGREEMENT (this Agreement”) is dated as November 1, 2019 (“Effective Date”), and entered into by and among

GOLDRICH MINING COMPANY (“GMC”), an Alaska corporation formerly known as LITTLE SQUAW GOLD MINING COMPANY,

GOLDRICH PLACER, LLC (“GPL”, and together with GMC, the as “Grantors”), a member-managed Alaska limited liability company,

and

NICHOLAS GALLAGHER (“Gallagher”), as holder of the Senior Notes (as defined below),

and

the following parties, each a holder of a Junior Note (as defined below) (each such holder of a Junior Note a “Junior Holder,” all such holders together the “Junior Holders,” and the Junior Holders together with Gallagher (as holder of the Senior Notes) the “Holders”): CAPITAL INVESTMENTS 4165 LLC, NICHOLAS GALLAGHER, RYAN GILBERTSON, PETER HAFIZ, THOMAS HAMMERS, ANTHONY CHARLES HARTMANN, BEVERLY JOHNSON, NICHOLAS JOHNSON, SHARON JOHNSON, PROVIDENCE MANAGEMENT COMPANY LLC, and PROVIDENCE TWIN CITIES NO. 8 LLC.

Recitals

A.In exchange for Gallagher’s promise to make additional loans to GMC from and after the Effective Date (up to a maximum principal amount of $394,736.84, the net proceeds of which to GMC will be $375,000), 

(1)GMC desires to agree and confirm that it (a) is or will be the obligor each of the Senior Notes and (b) is the obligor under each of the Junior Notes; 

(2)GPL desires to guarantee the obligations of GMC under, inter alia, each of the Notes (as defined below) by executing and delivering to the Holders a Guaranty in the form attached hereto as Exhibit B (“Guaranty”). 

B.To secure repayment of the Notes and other Obligations, Grantors are willing to grant to the Holders liens upon and security interests in certain collateral (“Collateral”) by executing, acknowledging, and delivering to Gallagher, as collateral agent (in such capacity, “Collateral Agent”) for and on behalf of the Holders, a Deed of Trust with  


AMENDED 2019 LOAN AGREEMENT—Page 1



Power of Sale, Assignment of Production, Security Agreement, and Financing Statement in the form attached hereto as Exhibit C (“Deed of Trust”).

C.By entering into this Agreement, the Holders desire (1) to agree that the Senior Notes are entitled to be repaid in full before any of the Junior Notes are repaid, whether out of any proceeds of the Collateral or otherwise, (2) to agree that payments on the Junior Notes will be made pro rata to each Holder, (3) to appoint Gallagher as Collateral Agent on their behalf, as provided herein, and (4) to provide that any action commenced to collect any of the Notes, the commencement of any judicial or nonjudicial foreclosure under the Deed of Trust, or the commencement or taking of any other actions pursuant thereto or in furtherance thereof will be commenced and taken on behalf of all Holders jointly and simultaneously. 

D.Capitalized terms used in this Agreement but not defined above have the meanings set forth in Section 1 below. 

Agreement

In consideration of the foregoing, the mutual covenants and obligations herein set forth, and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, each of the Holders, intending to be legally bound, hereby agrees as follows:

Section 1

DEFINITIONS

1.1Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below.  

Bankruptcy Case” means a case under the Bankruptcy Code or any other Bankruptcy Law.

Bankruptcy Code” means Title 11 of the United States Code entitled “Bankruptcy,” as now and hereafter in effect, or any successor statute.

Bankruptcy Law” means the Bankruptcy Code and any similar federal, state or foreign law for the relief of debtors.

Business Day” means a day other than a Saturday, Sunday, or other day on which commercial banks in Anchorage, Alaska are authorized or required by law to close.

Collateral” means, at any time, all of the assets and property of each of GMC and GPL, whether real, personal or mixed, in which the holders of any Notes (or their Collateral Agent) hold a security interest at such time, including any property subject to liens or security interests granted by the Deed of Trust.


AMENDED 2019 LOAN AGREEMENT—Page 2



Default” means, following the occurrence of an Event of Default, the delivery by Collateral Agent to Grantors of a notice declaring all Notes and other Obligations to be immediately due and payable.

Event of Default” means any of the following:

(a)GMC fails to pay (i) any portion of the principal amount of any Note when due or (ii) any accrued and unpaid Interest when due and such failure continues for three (3) Business Days or (iii) any other amount that is due and payable under this Agreement, any Note, or the Deed of Trust and such failure continues for ten (10) Business Days after demand for such payment is made by the Agent for Holder; 

(b)GMC fails to observe or perform any other Obligation, covenant, or agreement applicable to GMC under this Agreement as and when due and fails to cure such failure within 10 Business Days of notice of such failure by the Agent for Holder to GMC; 

(c)GPL fails to observe or perform any covenant or agreement applicable to GPL under the Guaranty and fails to cure such failure within 10 Business Days of notice of such failure by the Agent for Holder to GMC; 

(d)the Guaranty ceases to be in full force and effect or GPL so asserts in writing;  

(e)GMC hereafter transfers any interest in GPL to any person other than (i) Holder or (ii) a person that is directly or indirectly wholly-owned by GMC; 

(f)any representation or warranty made by GMC in this Agreement, or by GPL in this Agreement or the Guaranty, or by Trustor in the Deed of Trust proves to have been materially false or materially misleading when made; 

(g)an Insolvency or Liquidation Proceeding is commenced with respect to GMC or GPL, or GMC or GPL makes any assignment for the benefit of creditors or takes any corporate or company action in furtherance of any of the foregoing; 

(h)GMC or GPL executes an assignment with respect to substantially all of its assets;  

(i)any alleged creditor of Trustor other than Collateral Agent (on behalf of the Holders) seeks (by way of claim, counterclaim, or cross-claim) to collect any amount allegedly due and owing to said creditor at that time; or  

(j)the occurrence of any “Event of Default” not otherwise described above under any Note, the Guaranty, or the Deed of Trust. 

Insolvency or Liquidation Proceeding” means:

(a)any voluntary or involuntary case or proceeding under Bankruptcy Law with respect to any Grantor; 


AMENDED 2019 LOAN AGREEMENT—Page 3



(b)any other voluntary or involuntary insolvency, reorganization or Bankruptcy Case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding with respect to any Grantor or with respect to a material portion of their respective assets; 

(c)any liquidation, dissolution, reorganization or winding up of any Grantor whether voluntary or involuntary and whether or not involving insolvency or bankruptcy; or 

(d)any assignment for the benefit of creditors or any other marshaling of assets and liabilities of any Grantor. 

Junior Notes” means the following: all loans, advances, debts, liabilities, and obligations, howsoever arising, owed by GMC to each Junior Holder of every kind and description (whether or not evidenced by any note or instrument and whether or not for the payment of money), direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, including all interest (including all interest accrued thereon after the commencement of any Insolvency or Liquidation Proceeding at the rate, including any applicable post-default rate, even if such interest is not enforceable, allowable or allowed as a claim in such proceeding), premiums, fees, charges, expenses, attorneys’ fees and accountants’ fees incurred by Collateral Agent in connection with or related to any of the foregoing (except to the extent such premiums, fees, charges, expenses, attorneys’ fees and accountants’ fees are included in Senior Notes), including but not limited to the obligations owed by GMC to each Junior Holder described on Schedule 2 attached hereto.

Note” means any Senior Note or any Junior Note, and “Notes” means the Senior Notes and the Junior Notes, collectively.

Obligations” means all obligations of every nature of each Grantor from time to time owed to any Holder, the Collateral Agent, or any agent or trustee, in each case, whether for principal, interest, fees, expenses, indemnification, or otherwise and all guarantees of any of the foregoing and including any interest and fees that accrue or are incurred after the commencement by or against any Person of any proceeding under any Bankruptcy Law naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding. For the sake of clarity, the parties agree that the obligations of GMC under Section 2.1(a)(iii) of this Agreement are not Obligations and thus will not be secured by the Deed of Trust.

Person” means any natural person, corporation, limited liability company, limited liability partnership, trust, joint venture, association, company, partnership, limited partnership, governmental authority or other entity.

Senior Notes” means the following:

(a)all loans, advances, debts, liabilities, and obligations, howsoever arising, owed by GMC to Gallagher of every kind and description (whether or not evidenced by any note or instrument and whether or not for the payment of money), direct or indirect, absolute or contingent, due or to become due but in any case limited to  


AMENDED 2019 LOAN AGREEMENT—Page 4



those arising from and after July 1, 2018 (but, for the sake of clarity, including any loans or advances made hereafter), including all interest (including all interest accrued thereon after the commencement of any Insolvency or Liquidation Proceeding at the rate, including any applicable post-default rate, even if such interest is not enforceable, allowable or allowed as a claim in such proceeding), premiums, fees, charges, expenses, attorneys’ fees and accountants’ fees incurred by Gallagher in connection with or related to any of the foregoing (including all attorneys’ fees incurred by Gallagher after July 1, 2019, in connection with the negotiation and preparation of this Agreement (including all exhibits hereto)), including but not limited to the obligations owed by GMC to Gallagher described on Schedule 1 attached hereto; and

(b)all loans and advances made to GMC after the Effective Date by any new or existing Holder other than Gallagher, after Gallagher has consented in writing to such loan or advance becoming a Senior Note (with a priority equal to all other Senior Notes). 

UCC” means the Uniform Commercial Code (or any similar or equivalent legislation) as in effect in any applicable jurisdiction.

1.2Terms Generally. The definitions of terms in this Agreement shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise: 

(a)any definition of or reference herein to any agreement, instrument or other document shall be construed as referring to such agreement, instrument or other document as amended, restated, amended and restated, supplemented or otherwise modified from time to time and any reference herein to any statute or regulations shall include any amendment, restatement, renewal, extension or replacement thereof; 

(b)any reference herein to any Person shall be construed to include such Person’s permitted successors and assigns from time to time; 

(c)the words “herein,” “hereof” and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof; 

(d)all references herein to Sections shall be construed to refer to Sections of this Agreement; and 

(e)the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. 


AMENDED 2019 LOAN AGREEMENT—Page 5



Section 2

AGREEMENT RESPECTING NOTES, GUARANTY, COLLATERAL, RELATIVE PRIORITIES, AND COLLATERAL AGENT

2.1Confirmation of Obligations under the Notes, etc.  

(a)GMC agrees and confirms as follows: 

(i)GMC is or will be the obligor each of the Senior Notes,  

(ii)GMC is the obligor under each of the Junior Notes,  

(iii)GMC is obligated 

(A)to issue warrants, no later than February 28, 2020, to finders NGB Capital Limited and Capital Investments 4165 LLC and to the original Holders of each of the Notes, in the amounts and on such terms as previously agreed by GMC; 

(B)to pay, no later than February 28, 2021, (1) to the order of NGB Capital Limited a finder’s fee in the amount of $49,273, and (2) to the order of Capital Investments 4165 LLC a finder’s fee in the amount of $7,920;  

(iv)GMC is obligated to reimburse Gallagher, no later than February 20, 2020, for up to $35,000 in legal fees and costs incurred by Gallagher in connection with this Agreement; and  

(v)Gallagher is authorized to satisfy the amount described in (iv) of this paragraph and treat 105.26% of all such paid amounts as Senior Loans hereunder (as contemplated on Schedule 1 attached hereto). 

(b)The parties agree that (i) the maturity date of all Obligations pertaining to any loan made prior to or on February 29, 2020, is February 29, 2020, and (ii) all Obligations pertaining to any loan made after February 29, 2020, are payable on demand of the Holder thereof. 

(c)At any time any Holder may request that all Obligations owing to said Holder by GMC be memorialized in a written promissory note in the form attached hereto as Exhibit A, whereupon GMC will execute and deliver such note to said Holder within five Business Days.  

(d)GMC AGREES AND CONFIRMS THAT (i) IT IS PERSONALLY OBLIGATED AND FULLY LIABLE FOR THE AMOUNTS DUE UNDER THE NOTES AND THE OTHER OBLIGATIONS and (ii) COLLATERAL AGENT, FOR AND ON BEHALF OF THE HOLDERS, HAS THE RIGHT TO SUE ON THE NOTES AND THE  


AMENDED 2019 LOAN AGREEMENT—Page 6



OTHER OBLIGATIONS AND TO OBTAIN A PERSONAL JUDGMENT AGAINST GMC FOR SATISFACTION OF THE AMOUNTS DUE UNDER THE NOTES AND THE OTHER OBLIGATIONS EITHER BEFORE OR AFTER A JUDICIAL FORECLOSURE UNDER ALASKA STATUTES 09.45.170-09.45.220 OF THE DEED OF TRUST GIVEN BY GMC AND GPL TO SECURE PAYMENT OF THE AMOUNTS DUE UNDER THE NOTES AND THE OTHER OBLIGATIONS.

(e)Nothing herein limits the ability of GMC and any Holder to negotiate a separate agreement enabling GMC to issue shares to said Holder in satisfaction of some or all interest that may be due to said Holder. 

2.2Guaranty.  

(a)GPL agrees to execute and deliver to the Holders, on the Effective Date, the Guaranty.  

(b)GPL AGREES AND CONFIRMS THAT (i) IT IS PERSONALLY OBLIGATED AND FULLY LIABLE FOR THE AMOUNTS DUE UNDER THE GUARANTY and (ii) COLLATERAL AGENT, FOR AND ON BEHALF OF THE HOLDERS, HAS THE RIGHT TO SUE ON THE GUARANTY AND TO OBTAIN A PERSONAL JUDGMENT AGAINST GPL FOR SATISFACTION OF THE AMOUNTS DUE UNDER THE GUARANTY (INCLUDING AMOUNTS DUE UNDER THE NOTES AND THE OTHER OBLIGATIONS) EITHER BEFORE OR AFTER A JUDICIAL FORECLOSURE UNDER ALASKA STATUTES 09.45.170-09.45.220 OF THE DEED OF TRUST GIVEN BY GMC AND GPL TO SECURE PAYMENT OF THE AMOUNTS DUE UNDER THE GUARANTY (INCLUDING AMOUNTS DUE UNDER THE NOTES AND THE OTHER OBLIGATIONS). 

2.3Deed of Trust. To secure repayment of the Notes and other Obligations, Grantors agree to execute, acknowledge, and deliver to the Collateral Agent, on the Effective Date, the Deed of Trust. 

2.4Relative Priority. The Holders agree that (1) the Senior Notes are entitled to be repaid in full before any payments are made on any of the Junior Notes, whether out of any proceeds of the Collateral or otherwise, and (2) payments on the Junior Notes will be made pro rata to each Holder,  

2.5Collateral Agent. The Holders appoint Gallagher as Collateral Agent to act on their behalf. Collateral Agent will serve without remuneration but will be entitled to recover all of its out-of-pocket fees, costs, and expenses incurred in serving as Collateral Agent out of any and all Collateral or proceeds thereof on a first priority basis before allocating sums for the payment of any Notes or other Obligations. Gallagher may carry out his duties as Collateral Agent through one or more agents. If Gallagher assigns his Senior Notes to an entity that is wholly-owned or controlled by Gallagher, said entity also will become Collateral Agent hereunder and under the Deed of Trust. Gallagher may resign as Collateral Agent at any time, whereupon the Holders will appoint one of the Holders as the new Collateral Agent. Subject to the last sentence of this Section 2.5, Collateral Agent has (a) the exclusive power and authority to give notice of a Default and to pursue any and all remedies on behalf of the Holders as it deems  


AMENDED 2019 LOAN AGREEMENT—Page 7



necessary or desirable in connection with or as a result of such Default and (b) the discretion to defer giving notice of a Default or taking other actions notwithstanding the occurrence of an Event of Default. Notwithstanding the exclusive power, authority, and discretion vested in Collateral Agent, (i) Collateral Agent will not—without taking appropriate action—allow any statute of limitations to run on any Note or other Obligations owed by any Grantor to any Holder, and each Holder may act independently as it deems necessary to prevent any applicable statute of limitations from running, and (ii) when Collateral Agent commences any action to collect any of the Notes, commences any judicial or nonjudicial foreclosure under the Deed of Trust, or commences or takes any other action pursuant thereto or in furtherance thereof, such action will be commenced and taken jointly and simultaneously on behalf of all Holders with respect to all Notes and other Obligations.

2.6No New Liens. So long as any Note remains unpaid in part, each Grantor agrees not to grant or permit any additional Liens on any asset or property owned or held by it unless any such additional Lien is approved in writing by Gallagher.  

Section 3

INSOLVENCY OR LIQUIDATION PROCEEDINGS

3.1Effectiveness in Insolvency or Liquidation Proceedings. The Parties acknowledge that this Agreement is a “subordination agreement” under Section 510(a) of the Bankruptcy Code, which will be effective before, during, and after the commencement of an Insolvency or Liquidation Proceeding. All references in this Agreement to any Grantor will include such Person as a debtor-in-possession and any receiver or trustee for such Person in an Insolvency or Liquidation Proceeding. 

3.2Participation. Subject to the rights of the Collateral Agent to seek to enforce the liens and security interests granted by the Deed of Trust and to realize upon the Collateral to the maximum extent possible for the benefit of all Holders, in accordance with the priorities enjoyed by their respective Notes, each Holder independently has the right to participate and advance its interests in any Insolvency or Liquidation Proceeding. 

Section 4

NO RELIANCE; WAIVER AND RELEASE

4.1No Warranties or Liability; Waiver and Release. Each Holder acknowledges and agrees that Gallagher, either individually or as Collateral Agent, has made no express or implied representation or warranty respecting (a) the collectability or enforceability of any Note or other Obligation, (b) the ownership or sufficiency of any Collateral, or (c) the perfection or priority of any liens thereon or security interests therein. In addition, in recognition of Gallagher’s efforts to obtain execution of this Agreement, the Guaranty, and the Deed of Trust, each Holder hereby agrees to waive any and all claims it may have against Gallagher, either individually or as collateral agent, arising out of—and to release Gallagher from any and all liability for—any actions or failures to act by Gallagher prior to the Effective Date relating to the procurement of collateral for the Notes. 


AMENDED 2019 LOAN AGREEMENT—Page 8



Section 5

MISCELLANEOUS

5.1APPLICABLE LAW. THIS AGREEMENT AND ANY DISPUTE, CLAIM OR CONTROVERSY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY NOTE OR OTHER OBLIGATION, THE GUARANTY, OR THE DEED OF TRUST (WHETHER ARISING IN CONTRACT, TORT, OR OTHERWISE) SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF ALASKA WITHOUT REGARD TO CONFLICTS OF LAW RULES THAT WOULD RESULT IN THE APPLICATION OF A DIFFERENT GOVERNING LAW (OTHER THAN ANY MANDATORY PROVISIONS OF THE UCC RELATING TO THE LAW GOVERNING PERFECTION AND THE EFFECT OF PERFECTION OR PRIORITY OF SECURITY INTERESTS IN THE COLLATERAL). 

5.2Submission to Jurisdiction; Certain Waivers. Each Party hereto agrees that any legal action or proceeding by or against any Grantor, or with respect to or arising out of or relating to this Agreement, may be brought in Superior Court for the State of Alaska (Third Judicial District at Anchorage or Fourth Judicial District at Fairbanks) or, to the extent permitted by applicable law, in the U.S. District Court for the State of Alaska. By execution and delivery of this Agreement, each of the parties hereto accept, for itself and in respect of its property, generally, irrevocably and unconditionally, the exclusive jurisdiction of the aforesaid courts; provided that nothing herein shall limit the right of Collateral Agent to sue in Superior Court for the State of Alaska (Fourth Judicial District at Fairbanks) in connection with the exercise of the rights under the Deed of Trust or the enforcement of any judgment. Each party hereto irrevocably consents to the service of process out of any of the aforementioned courts in any manner permitted by applicable law. Each party hereto hereby waives, to the extent permitted by applicable law, any claim, objection or right to stay or dismiss any action or proceeding under or in connection with this Agreement brought before the foregoing courts on the basis of forum non conveniens. 

5.3WAIVER OF JURY TRIAL. EACH PARTY HERETO, HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ANY RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS AGREEMENT, ANY NOTE OR OTHER OBLIGATION, OR THE DEED OF TRUST. 

5.4Notices. All notices permitted or required under this Agreement shall be sent to every party hereto. All notices or other communications required or permitted to be given hereunder shall be in writing and shall be considered as properly given (a) if delivered in person, (b) if sent by overnight delivery service, (c) in the event overnight delivery services are not readily available, if mailed by United States Express Mail, postage prepaid, or (d) if sent by telecopy or electronic mail (in portable document format). Notice so given shall be effective upon receipt by the addressee, except that communication or notice so transmitted by telecopy or other direct written electronic means (including email) shall be deemed to have been validly and effectively given on the day (if a Business Day and, if not, on the next following Business Day) on which it is transmitted if transmitted before 4:00 p.m., Alaska time, on that day, and if  


AMENDED 2019 LOAN AGREEMENT—Page 9



transmitted after that time, on the next following Business Day; provided, however, that if any notice is tendered to an addressee and the delivery thereof is refused by such addressee, such notice shall be effective upon such tender. For the purposes hereof, the addresses of the parties hereto shall be as set forth below each party’s name on the signature pages hereto or, as to each party, at such other address as may be designated by such party in a written notice to all of the other parties.

5.5Binding on Successors and Assigns. This Agreement shall be binding upon each party and its respective successors and assigns from time to time.  

5.6Specific Performance. The parties agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof and that the parties shall be entitled to specific performance of the terms hereof, in addition to any other remedy to which they are entitled at law or in equity. 

5.7Headings. The section headings and table of contents used in this Agreement are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other purpose, be given any substantive effect, affect the construction hereof or be taken into consideration in the interpretation hereof. 

5.8Counterparts. This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts (including by facsimile or other electronic imaging means), and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed signature page of this Agreement by facsimile or other electronic transmission (e.g., “pdf” or “jpg” or “tif” format) shall be effective as delivery of a manually executed counterpart hereof. 

5.9Authorization. By its signature, each Person executing this Agreement, on behalf of such Person but not in his or her personal capacity as a signatory, represents and warrants to the other parties hereto that it is duly authorized to execute this Agreement. 

[signature pages follow]


AMENDED 2019 LOAN AGREEMENT—Page 10



IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date.

GOLDRICH MINING COMPANY,  

an Alaska corporation formerly known as  

LITTLE SQUAW GOLD MINING COMPANY 

By:                                                                          

Name:                                                                      

Title:                                                                        

Address:Attention: William Schara 

2607 Southeast Blvd., Suite B211 

Spokane, WA 99223-7614 

Tel:+1 (509) 768-4468 

Fax:+1 (509) 695-3289 

Email:wschara@goldrichmining.com  

If by email with copy to: ggallagher@goldrichmining.com 

 

 

GOLDRICH PLACER, LLC,  

a member-managed Alaska limited liability company 

By:                                                                          

Name:                                                                      

Title:                                                                        

Address:Attention: William Schara 

2607 Southeast Blvd., Suite B211 

Spokane, WA 99223-7614 

Tel:+1 (509) 768-4468 

Fax:+1 (509) 695-3289 

Email:wschara@goldrichmining.com  

If by email with copy to: ggallagher@goldrichmining.com 


AMENDED 2019 LOAN AGREEMENT—Page 11



_____________________________________ 

NICHOLAS GALLAGHER 

Address:5 Churchfields  

The K Club  

Straffan  

Kildare Ireland 

Fax: +353-1-627-5294 

Email: nick@ngbcapital.ie 

 

 

CAPITAL INVESTMENTS 4165 LLC,  

a __________ limited liability company 

By:                                                                             

Name:                                                                         

Title:                                                                           

Address:                                                                 

                                                                                   

                                                                                  

Fax:                                    

Email:                                   

 

 

RYAN GILBERTSON 

Address:                                                                 

                                                                                   

                                                                                  

Fax:                                    

Email:                                   


AMENDED 2019 LOAN AGREEMENT—Page 12



_____________________________________ 

PETER HAFIZ 

Address:                                                                 

                                                                                   

                                                                                  

Fax:                                    

Email:                                   

 

_____________________________________ 

THOMAS HAMMERS 

Address:                                                                 

                                                                                   

                                                                                  

Fax:                                    

Email:                                   

 

_____________________________________ 

ANTHONY CHARLES HARTMANN 

Address:                                                                 

                                                                                   

                                                                                  

Fax:                                    

Email:                                   


AMENDED 2019 LOAN AGREEMENT—Page 13



_____________________________________ 

BEVERLY JOHNSON 

Address:                                                                 

                                                                                   

                                                                                  

Fax:                                    

Email:                                   

 

_____________________________________ 

NICHOLAS JOHNSON 

Address:                                                                 

                                                                                   

                                                                                  

Fax:                                    

Email:                                   

 

_____________________________________ 

SHARON JOHNSON 

Address:                                                                 

                                                                                   

                                                                                  

Fax:                                    

Email:                                   


AMENDED 2019 LOAN AGREEMENT—Page 14



PROVIDENCE MANAGEMENT  

COMPANY LLC,  

a __________ limited liability company 

By:                                                                             

Name:                                                                         

Title:                                                                           

Address:                                                                

                                                                                   

                                                                                  

Fax:                                    

Email:                                   

 

PROVIDENCE TWIN CITIES NO. 8 LLC,  

a __________ limited liability company 

By:                                                                        

Name:                                                                         

Title:                                                                           

Address:                                                                 

                                                                                   

                                                                                  

Fax:                                    

Email:                                   


AMENDED 2019 LOAN AGREEMENT—Page 15



EXHIBIT A

Form of Promissory Note

 

[see attached]


EXHIBIT A—Cover Page



EXHIBIT B

Form of Guaranty

 

[see attached]


EXHIBIT B—Cover Page



EXHIBIT C

Form of Deed of Trust

 

[see attached]


Exhibit 10.2

SENIOR SECURED 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.

BEGINNING NO LATER THAN 10 DAYS AFTER THE ISSUE DATE, THE ISSUE DATE AND YIELD TO MATURITY OF THIS NOTE MAY BE OBTAINED BY SUBMITTING A WRITTEN REQUEST FOR SUCH INFORMATION TO THE ISSUER AT THE FOLLOWING ADDRESS: GOLDRICH MINING COMPANY, 2607 SOUTHEAST BLVD., SUITE B211, SPOKANE, WASHINGTON 99223-7614, ATTENTION: WILLIAM SCHARA.

Dated: _______________U.S. $________________ 

FOR VALUE RECEIVED, GOLDRICH MINING COMPANY, an Alaska corporation with an address of 2607 Southeast Blvd., Suite B211, Spokane, WA 99223 (the “Company”), promises to pay to the order of __________ or his assigns (“Holder”), on or before February 29, , 2020 (the “Maturity Date”), the principal amount of U.S. $_________________ (the “Principal Sum”), together with interest (“Interest”) as provided in this Senior Secured Promissory Note (as amended, restated, supplemented or otherwise modified from time to time, this “Note”) on the outstanding portion of the Principal Sum, which interest will accrue from the date of the loan memorialized by this Note until repayment in full of the Principal Sum and all Interest payable on the Principal Sum.

Interest will be computed on the basis of a 360-day year of twelve 30-day months. Company will pay Interest on the Principal Sum 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 is not a


NOTE—Page 2


Business Day (as defined below), on the next succeeding Business Day to occur after such date (each date upon which interest is so payable, an “Interest Payment Date”). Payment of such Interest will be deemed made on the date of (i) a wire transfer of immediately available funds to an account at a bank designated in writing by Holder or the date a check in the applicable amount payable to the order of Holder is received by Holder at its address as reflected in the Loan Agreement (as defined below).

This Note is one of the “Notes” referred to in that certain Amended and Restated Loan, Security, and Intercreditor Agreement effective as of November 1, 2019, by and among Company, Goldrich Placer, LLC, and various holders including the Holder (as amended, restated, supplemented, or otherwise modified from time to time, the “Loan Agreement”). As provided in Section 2 below, (i) repayment of all amounts owed under this Note is guaranteed by Goldrich Placer, LLC (the “Guarantor”), Company’s wholly owned subsidiary, pursuant to a Guaranty effective as of November 1, 2019, given by Guarantor in favor of all holders under the Loan Agreement (the “Guaranty”), and (ii) the Notes and other obligations of Company and Guarantor are secured by that certain Deed of Trust With Power of Sale, Assignment of Production, Security Agreement, and Financing Statement given by Company and Guarantor (jointly and severally, as “Trustor”) to Yukon Title Company, Inc. (as “Trustee”) and Nicholas Gallagher as agent (“Agent”) for the holders (collectively, “Beneficiary”), effective as of November 1, 2019 (the “Deed of Trust”).

As used herein:

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 are determined to be unlawful, such interest rate(s) will be computed at the highest rate permitted by applicable law. Any payment by Company of any interest amount in excess of that permitted by law will 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 will be returned to 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.

This Note is issued pursuant to the Loan Agreement. Holder is entitled to the benefits of this Note and the Loan Agreement, as it relates to the Note, and may enforce the agreements of Company contained herein and therein and exercise the remedies of Holder provided for hereby and thereby or otherwise available in respect hereto and thereto.

The following is a statement of the rights of Holder and the conditions to which this Note is subject, and to which Holder hereof, by the acceptance of this Note, agrees:

1.Payment and Prepayment. On the Maturity Date, the unpaid portion of the Principal Sum, together with any accrued but unpaid Interest thereon and all other amounts payable hereunder, will be due and payable. Any amount due under this Note, including Interest thereon, may be prepaid, without penalty, as a whole or in part at any time at the election of Company upon at least two (2) Business Days prior written notice to Holder. Any such  


NOTE—Page 3


payment or prepayment amount will 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 and Deed of Trust. Repayment of this Note is guaranteed by Guarantor pursuant to the Guaranty. The obligations of Company under this Note and the obligations of Guarantor under the Guaranty are secured by the Deed of Trust. 

3.Adjustments to the Applicable Rate Upon Event of Default. 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 Agent for Holder 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 will bear an Applicable Rate equal to twenty percent (20%) per annum and will be immediately due and payable to Holder upon written demand from the Agent of Holder to Company. 

4.Events of Default. Each of the following events will be an “Event of Default” hereunder: 

a.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 Loan Agreement and such failure continues for ten (10) Business Days after demand for such payment is made by the Agent for Holder; 

b.Company fails to observe or perform any other covenant or agreement applicable to Company under this Note or the Loan Agreement and fails to cure such failure within 10 Business Days of notice of such failure by the Agent for Holder to Company; 

c.Guarantor fails to observe or perform any covenant or agreement applicable to Guarantor under the Guaranty and fails to cure such failure within 10 Business Days of notice of such failure by the Agent for Holder to Company; 

d.at any time the Guaranty ceases to be in full force and effect or Guarantor so asserts in writing;  

e.Company hereafter transfers any interest in Guarantor to any person other than (i) Holder or (ii) a person that is directly or indirectly wholly-owned by Company; 

f.any representation or warranty made by Company in this Note or the Loan Agreement, or by Guarantor in the Loan Agreement or the Guaranty, proves to have been materially false or materially misleading when made; 

g.Company or 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  


NOTE—Page 4


assignment for the benefit of creditors or takes any corporate action in furtherance of any of the foregoing;

h.an involuntary petition is filed against Company or 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 Company or Guarantor; 

i.Company or Guarantor executes an assignment with respect to substantially all of its assets;  

j.any other creditor of Company or Guarantor commences an action to collect any amount allegedly due and owing to said creditor; or  

k.the occurrence of any “Event of Default” not otherwise described above under the Loan Agreement, the Guaranty, or the Deed of Trust. 

5.Successors and Assigns. Subject to the restrictions on transfer described in Sections 7 and 8 hereof, the rights and obligations of Company and Holder of this Note will 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 only upon the written consent of Company and Holder. 

7.Transfer of this Note. This Note may be transferred in whole or in part to any Affiliate of Holder (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 Company upon prior written notice provided by Holder to Company specifying such assignment, the interest assigned, and the identity of the assignee, which notice will be retained by Company as a book entry register in accordance with Treasury Regulations Section 5f.103-l(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. This Note may be transferred in whole or in part to any other person with the consent of the Company (which consent will not be unreasonably withheld), upon prior written notice provided by Holder to Company specifying such assignment, the interest assigned, and the identity of the assignee and evidencing compliance with the restrictive legend set forth hereon. Each new Note issued upon transfer of this Note will 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 Company such legend is not required in order to ensure compliance with the Securities Act. Company may issue stop transfer instructions to its transfer agent in connection with such restrictions. Subject to the foregoing, transfers of this Note will be registered upon registration books maintained for such purpose by or on behalf of Company. Prior to presentation of this Note for registration of transfer, Company will treat the registered holder hereof as the owner of this Note for the purpose of receiving all payments of principal and interest hereon and  


NOTE—Page 5


for all other purposes whatsoever, regardless of whether this Note is overdue, and Company will 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 Company and pursuant to which the transferee will become bound to perform any and all of Holder’s then-unperformed or contingent obligations under the Loan Agreement and this Note.

8.Assignment by 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 Company, without the prior written consent of Holder. 

9.Treatment of Note. To the extent permitted by generally accepted accounting principles, 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 must be in writing and will be deemed to have been duly given if delivered in accordance with the Loan Agreement. 

11.Revival and Reinstatement of Obligation. To the extent that any payment made hereunder to Holder is subsequently required to be, and is, returned to Company for any reason, including, without limitation, that such payment is invalidated, declared fraudulent, or 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, federal or state law, common law, or equitable cause, then that portion of this Note previously satisfied by such payment will 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, Company promises to pay all costs and expenses, including, without limitation, reasonable attorneys’ fees and costs, incurred in connection with such action. 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 WILL 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 will 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 will 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. 


NOTE—Page 6


14.Venue. THIS NOTE AND THE OTHER TRANSACTION DOCUMENTS MAY BE ENFORCED IN ANY FEDERAL COURT OR ALASKA STATE COURT SITTING IN FAIRBANKS OR 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 WILL 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 HOLDER, 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 will, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality, or unenforceability without affecting the validity, legality, and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction will 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 will not affect the construction of, or be taken into consideration in interpreting, this Note. 

18.Notice Required by AS 34.20.160. COMPANY AGREES AND CONFIRMS THAT (i) IT IS PERSONALLY OBLIGATED AND FULLY LIABLE FOR THE AMOUNTS DUE UNDER THE NOTES AND OTHER OBLIGATIONS and (ii) AGENT (ON BEHALF OF ALL HOLDERS) HAS THE RIGHT TO SUE ON THE NOTES AND OTHER OBLIGATIONS AND TO OBTAIN A PERSONAL JUDGMENT AGAINST COMPANY FOR SATISFACTION OF THE AMOUNTS DUE UNDER THE NOTES AND OTHER OBLIGATIONS EITHER BEFORE OR AFTER A JUDICIAL FORECLOSURE UNDER ALASKA STATUTES 09.45.170-09.45.220 OF THE DEED OF TRUST GIVEN BY COMPANY AND GUARANTOR TO SECURE PAYMENT OF THE AMOUNTS DUE UNDER THE NOTES AND OTHER OBLIGATIONS. 


NOTE—Page 7


IN WITNESS WHEREOF, Company has caused this Note to be issued effective as of the date first written above.

GOLDRICH MINING COMPANY,
an Alaska corporation

 

By: ____________________________

Name: _____________________

Title: ______________________

 

 

 

 

ACCEPTED BY:

 

_________________________

[holder]


NOTE—Page 8

Exhibit 10.3

GUARANTY

THIS GUARANTY (this “Guaranty”) is made and entered into as of November 1, 2019, by Goldrich Placer, LLC, an Alaska limited liability company with an address of 2607 Southeast Blvd., Suite B211, Spokane, WA 99223-7614 (“Guarantor”), in favor of Nicholas Gallagher (“Gallagher”) in his capacity as Agent (“Agent”) for and on behalf of Gallagher and the other lenders described in Schedule 1 attached hereto (Gallagher and the other lenders collectively, “Holders”) (the Agent and the Holders are collectively referred to herein as “Beneficiary”).

RECITALS:

Goldrich Mining Company, an Alaska corporation (“Borrower”), Guarantor, and Holders have entered into that certain Amended and Restated Loan, Security, and Intercreditor Agreement effective as of November 1, 2019 (as amended, supplemented, extended, restated, or otherwise modified from time to time, the “Loan Agreement”), pursuant to which

(1)Holders have loaned to Borrower prior to November 1, 2019, an aggregate principal amount of $3,987,368.49,  

(2)Gallagher has agreed to make additional loans to Borrower from and after November 1, 2019, totaling a maximum principal amount of $394,736.84 (the net proceeds of which to GMC will be $375,000), and  

(3)with the consent of Agent, any new lender or existing Holder may make an additional loan or loans under the Loan Agreement, 

in exchange for secured promissory notes (the “Notes”) and other consideration.

Guarantor is a wholly-owned subsidiary of Borrower.

It is a condition to the Loan Agreement and the Notes that Guarantor execute and deliver this Guaranty and that Borrower and Guarantor execute and deliver a related Deed of Trust With Power of Sale, Assignment of Production, Security Agreement, and Financing Statement (the “Deed of Trust”) as security for the timely payment of all amounts payable to the Holders under the Loan Agreement and the Notes.

The Loan Agreement, the Notes, this Guaranty, and the Deed of Trust are collectively referred to as the “Loan Documents.” “Business Day” means a day other than a Saturday, Sunday, or other day on which commercial banks in Anchorage, Alaska are authorized or required by law to close. All other capitalized terms used herein which are not defined will have the meanings set forth in the Loan Agreement or the Notes, as the case may be.

Guarantor, subject to the terms hereof, covenants and agrees with Beneficiary, as follows:


GUARANTY—Page 1


ARTICLE I
REPRESENTATIONS AND COVENANTS OF GUARANTOR

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 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 Obligations. Guarantor hereby unconditionally guarantees and promises to pay to the order of each Holder (a) the principal sum of each Note held by such Holder when and as the same becomes due, whether at the stated maturity thereof, by acceleration, call for redemption, tender, or otherwise; (b) all Interest payable on each such Note when and as the same becomes due; and (c) any other amounts owing by Borrower to such Holder under the Loan Agreement or any other Loan Document when and as the same becomes due (collectively for all Holders, the “Obligations”).

Section 2.2 Term; Definitions. Subject to ARTICLE III hereof, the Obligations of Guarantor under this Guaranty will remain in full force and effect with respect to the Notes until the payment in full of all Obligations.

Section 2.3 Obligations Unconditional. The obligations of Guarantor under this Guaranty are absolute, unconditional, and irrevocable and will remain in full force and effect until the indefeasible payment or satisfaction in full of all Obligations, and until such occurrence, the obligations of Guarantor under this Guaranty will 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 Guarantor:

(a)the compromise, settlement, release, or termination of any or all of the obligations, covenants or agreements of Borrower under the Loan Documents; 

(b)the failure to give notice to Borrower or Guarantor of the occurrence of any default or event of default under the terms and provisions of this Guaranty, the Loan Agreement, or any of the other Loan Documents; 

(c)the modification or amendment (whether material or otherwise) of any obligation, covenant, or agreement set forth in the Loan Agreement or any of the other Loan Documents so long as the aggregate obligations of Guarantor hereunder are not increased; 


GUARANTY—Page 2


(d)the taking or omission of any action referred to in the Loan Agreement, this Guaranty, or any of the other Loan Documents; 

(e)any failure, omission, delay, or lack on the part of Agent (on behalf of Beneficiary) to enforce, assert, or exercise any rights, power, or remedy conferred on Beneficiary in this Guaranty, the Loan Agreement, or any of the other Loan Documents, subject to any applicable statute of limitations; 

(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 Guarantor or 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 Guarantor to perform any of its obligations set forth in this Guaranty; 

(h)the default or failure of Borrower under any of the Loan Documents; 

(i)the failure of Agent (on behalf of Beneficiary) to fully perform any of its obligations to Borrower or Guarantor; 

(j)the invalidity or unenforceability, in whole or in part, of the Loan Agreement or any of the other Loan Documents; 

(k)a release or exchange of collateral securing the Notes; or 

(l)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 Borrower or Guarantor has or may have against any Holder will be available hereunder to Guarantor against such Holder or any other Holder.

Section 2.5 Right to Proceed. In the event of a default in the payment of the principal sum of any of the Notes when and as the same becomes due, whether at the stated maturity thereof, by acceleration, purchase, or otherwise, or of a default in the payment of any Interest on any of the Notes when and as the same becomes due, or in the event of a failure to make any other payment due and owing under the Loan Agreement or any of the other Loan Documents, or upon the occurrence of any other event of default by Borrower under the terms of the Notes, the Loan Agreement, or any of the other Loan Documents, Agent (on behalf of Beneficiary), in its sole discretion, will have the right to proceed first and directly against Guarantor under this Guaranty without proceeding against Borrower under the Notes, the Loan Agreement, or the other Loan Documents or exhausting any other remedies which it may have and without resorting to any other security held by or for Beneficiary (“Right to Proceed”).


GUARANTY—Page 3


Section 2.6 Expenditures. Beneficiary is not and will 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 has 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. Guarantor agrees to pay all the costs, expenses, and fees, including all reasonable attorneys’ fees, which may be incurred by Agent (on behalf of Beneficiary) in enforcing or attempting to enforce this Guaranty following any default on the part of either Borrower or Guarantor, whether the same are enforced by suit or otherwise.

Section 2.8 Successors and Assigns. This Guaranty is entered into by Guarantor for the benefit of the Holders and their successors and assigns under the Loan Documents.

Section 2.9 Waivers. Guarantor expressly waives notice from Agent (on behalf of Beneficiary) or from any Holder of its acceptance of and reliance on this Guaranty. Company further 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 Guaranty.

Section 2.10 Approval of Amendments. Notwithstanding any provision to the contrary, no amendment or modification to the Loan Documents which would have the effect of increasing Guarantor’s aggregate obligations hereunder will be effective against Guarantor without the prior written consent of Guarantor.

Section 2.11 Security. Performance by Guarantor hereunder is secured by the Deed of Trust.

Section 2.12 Event of Default. Each of the following occurrences will constitute an “Event of Default” under this Guaranty:

(a)an “Event of Default” as defined in Loan Agreement or the Deed of Trust has occurred; 

(b)Guarantor fails to observe or perform any covenant or agreement applicable to Guarantor under this Guaranty and fails to cure such failure within 10 Business Days of notice of such failure by Agent to Guarantor;  

(c)any representation or warranty made by Guarantor in this Guaranty proves to have been materially false or materially misleading when made;  

(d)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 company action in furtherance of any of the foregoing; or an involuntary petition is filed against Guarantor under any bankruptcy statute now or hereafter in effect, or a custodian, receiver, trustee, or assignee for the benefit of creditors (or other similar official) is appointed to take possession, custody, or control of any property of Guarantor;  


GUARANTY—Page 4


(e)Guarantor executes an assignment with respect to substantially all of its assets; or  

(f)Guarantor fails to pay, upon demand made by Agent (on behalf of Beneficiary) at any time after 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 Guarantor will not be altered, limited, or affected by any proceeding against Borrower pursuant to any bankruptcy, insolvency, reorganization, or similar law relating to the relief of debtors. This Guaranty will 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 Guarantor is rescinded or must otherwise be restored or returned by Beneficiary upon any action taken by Guarantor or Borrower under any bankruptcy, insolvency, reorganization, or similar law relating to the relief of debtors.

Section 3.2 Remedies; Notice Required by AS 34.20.160.

(a)No remedy herein conferred upon or reserved to Agent or Beneficiary is intended to be exclusive of any other available remedy or remedies, but each and every such remedy will be cumulative and will 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 exercise any right or power accruing upon any default, omission or failure of performance hereunder will impair any such right or power or will 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 Agent (on behalf of Beneficiary) to exercise any remedy conferred upon or reserved to it in this Guaranty, it will 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 Guarantor and thereafter duly waived by Agent (on behalf of Beneficiary), such waiver will be limited to the particular breach so waived and will not be deemed to waive any other breach hereunder. 

(b)GUARANTOR AGREES AND CONFIRMS THAT (i) IT IS PERSONALLY OBLIGATED AND FULLY LIABLE FOR THE AMOUNTS DUE UNDER THIS GUARANTY and (ii) AGENT (FOR AND ON BEHALF OF THE HOLDERS) HAS THE RIGHT TO SUE ON THIS GUARANTY AND TO OBTAIN A PERSONAL JUDGMENT AGAINST GUARANTOR FOR SATISFACTION OF THE AMOUNTS DUE UNDER THIS GUARANTY (INCLUDING AMOUNTS DUE UNDER THE NOTES AND THE OTHER OBLIGATIONS) EITHER BEFORE OR AFTER A JUDICIAL FORECLOSURE UNDER ALASKA STATUTES 09.45.170-09.45.220 OF THE DEED OF TRUST GIVEN BY BORROWER AND GUARANTOR TO SECURE PAYMENT OF AMOUNTS DUE UNDER THIS GUARANTY  


GUARANTY—Page 5


(INCLUDING AMOUNTS DUE UNDER THE NOTES AND THE OTHER OBLIGATIONS).

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, Beneficiary will be entitled and empowered by intervention in such proceeding or otherwise,

(a)to file and prove a claim for the whole amount of principal and interest owing and unpaid (whether at stated maturity or by acceleration, call for redemption, or otherwise) in respect of each Note and to file such other papers or documents as may be necessary or advisable in order to have the claims of Beneficiary (including any claim for the reasonable compensation, expenses, disbursements, and advances of 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 Agent (on behalf of Beneficiary), to pay to Agent any amount due to it for the reasonable expenses, disbursements, and advances of Agent, its agents, and counsel, and any other amounts due to Beneficiary hereunder.

Section 3.4 Waiver, Amendment. No waiver, amendment, release, or modification of this Guaranty may be established by conduct, custom, or course of dealing, but solely by an instrument in writing duly executed by Agent (on behalf of Beneficiary) and Guarantor.

Section 3.5 Notices. Any notice, request, or other communication required or permitted hereunder must be in writing and will be deemed to have been duly given if delivered in accordance with the Loan Agreement.

Section 3.6 Severability. The invalidity or unenforceability of any one or more phrases, sentences, clauses or sections in this Guaranty will 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 will be deemed an original, and all of which together will constitute one and the same instrument.

Section 3.8 Governing Law and Construction. THE VALIDITY, CONSTRUCTION, AND ENFORCEABILITY OF THIS GUARANTY WILL 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 will be interpreted so as to be effective and valid under such applicable 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 will be ineffective only to the


GUARANTY—Page 6


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 FAIRBANKS OR 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 WILL 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 GUARANTOR AND 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]


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IN WITNESS WHEREOF, Guarantor has caused this Guaranty to be executed as of the date first above written.

GOLDRICH PLACER, LLC
an Alaska limited liability company

 

By:GOLDRICH MINING COMPANY
its sole member 

 

By: ____________________________

Name: _____________________

Title: ______________________

 

 

 

 

ACCEPTED BY:

 

________________________________

Nicholas Gallagher


GUARANTY—Page 8

Exhibit 10.4

 

 

 

RECORD THIS INSTRUMENT IN THE FAIRBANKS RECORDING DISTRICT

 

RETURN THIS INSTRUMENT TO:Stoel Rives LLP 

Attention: Joseph J. Perkins

510 L St., Suite 500
Anchorage, AK 99501

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

DEED OF TRUST WITH POWER OF SALE, ASSIGNMENT OF PRODUCTION,
SECURITY AGREEMENT, AND FINANCING STATEMENT
(“this Instrument”)

given by

GOLDRICH MINING COMPANY (“GMC”), an Alaska corporation
formerly known as LITTLE SQUAW GOLD MINING COMPANY,
and
GOLDRICH PLACER, LLC (“GPL”), a member-managed Alaska limited liability company
(GMC and GPL are referred to herein, jointly and severally, as “Trustor”),

to

YUKON TITLE COMPANY, INC., an Alaska corporation
(“Trustee”),

and

NICHOLAS GALLAGHER
in his capacity as Agent (“Agent”) for and on behalf of the Lenders (“Lenders”)
(the Agent and the Lenders are collectively referred to herein as “Beneficiary”)

Dated as of November 1, 2019

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


COVER PAGES TO DEED OF TRUST


THE MORTGAGED PROPERTIES (as defined herein) COVERED BY THIS INSTRUMENT INCLUDE AS-EXTRACTED COLLATERAL (INCLUDING BOTH (A) MINERALS AND (B) ACCOUNTS ARISING OUT OF THE SALE OR OTHER DISPOSAL THEREOF AT THE MINEHEADS OF THE MINES LOCATED NOW OR HEREAFTER ON THE LANDS INCLUDED IN THE PROPERTIES DESCRIBED IN EXHIBIT A HERETO.

THIS INSTRUMENT ALSO COVERS GOODS THAT ARE, OR ARE TO BECOME FIXTURES, ON THE LANDS INCLUDED IN THE PROPERTIES DESCRIBED IN EXHIBIT A HERETO.

THIS INSTRUMENT IS TO BE RECORDED, AMONG OTHER PLACES, IN THE REAL ESTATE RECORDS OF THE FAIRBANKS RECORDING DISTRICT AND SUCH RECORDING SHALL SERVE, AMONG OTHER PURPOSES, AS (A) A FINANCING STATEMENT COVERING AS-EXTRACTED COLLATERAL AND (B) A FIXTURE FILING. TRUSTOR HAS AN INTEREST OF RECORD IN THE REAL ESTATE CONCERNED.

THIS INSTRUMENT CONTAINS AFTER-ACQUIRED PROPERTY PROVISIONS.

THE MINIMUM PRINCIPAL AMOUNT SECURED BY THIS INSTRUMENT IS $4,382,105.31. THIS INSTRUMENT SECURES BOTH PRIOR AND FUTURE ADVANCES.

UNLESS OTHERWISE EXTENDED, THE MATURITY DATE OF THIS INSTRUMENT is FEBRUARY 29, 2020.

A POWER OF SALE HAS BEEN GRANTED IN THIS INSTRUMENT. A POWER OF SALE MAY ALLOW BENEFICIARY OR TRUSTEE TO TAKE THE MORTGAGED PROPERTIES AND SELL THE SAME WITHOUT GOING TO COURT IN A FORECLOSURE ACTION UPON DEFAULT BY TRUSTOR UNDER THIS INSTRUMENT.

TRUSTOR IS PERSONALLY OBLIGATED AND FULLY LIABLE FOR THE AMOUNTS DUE UNDER THE LOAN DOCUMENTS (as defined herein). AGENT, ON BEHALF OF THE LENDERS, HAS THE RIGHT TO SUE ON THE LOAN DOCUMENTS AND TO OBTAIN A PERSONAL JUDGMENT AGAINST TRUSTOR FOR SATISFACTION OF THE AMOUNTS DUE UNDER THE LOAN DOCUMENTS EITHER BEFORE OR AFTER A JUDICIAL FORECLOSURE UNDER ALASKA STATUTES 09.45.170-09.45.220 OF THIS INSTRUMENT GIVEN BY TRUSTOR TO SECURE PAYMENT OF THE AMOUNTS DUE UNDER THE LOAN DOCUMENTS.

 


COVER PAGES TO DEED OF TRUST



TABLE OF CONTENTS

Page

1.Definitions 

2.Grant of Security Interest in Real Property and Personal Property 

3.Secured Obligations 

4.Representations and Warranties of Trustor 

5.Covenants of Trustor 

6.Events of Default and Remedies 

7.Assignment of Production 

8.Reconveyance by Trustee and Release by Beneficiary 

9.Addresses 

10.Financing Statements; Further Actions 

11.Assignment; Binding Effect 

12.Applicable Law 

 

EXHIBIT A:Real Property (Claims and Lands) 

EXHIBIT B:Prior liens, security interests, or other burdens 

Schedule 1:Lenders 


DEED OF TRUST—TABLE OF CONTENTS—Page i



THIS DEED OF TRUST WITH POWER OF SALE, ASSIGNMENT OF PRODUCTION, SECURITY AGREEMENT, AND FINANCING STATEMENT (“this Instrument”), effective as of November 1, 2019, given by

(1)GOLDRICH MINING COMPANY (“GMC”), an Alaska corporation the address of which is set forth in Section 9 below, and  

(2)GOLDRICH PLACER, LLC (“GPL”), a member-managed Alaska limited liability company the address of which is set forth in Section 9 below (GMC and GPL, jointly and severally, are “Trustor” herein)  

to

(3)YUKON TITLE COMPANY, INC. (“Trustee”), an Alaska corporation the address of which is set forth in Section 9 below, and  

(4)NICHOLAS GALLAGHER in his capacity as Agent (“Agent”) for and on behalf of the “Lenders” (as defined below) (the Agent and the Lenders are collectively referred to herein as “Beneficiary”), the address of which is set forth in Section 9 below,  

WITNESSETH:

THAT FOR AND IN CONSIDERATION of $10.00 and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Trustor and Beneficiary hereby act and agree as follows:

1.Definitions.  

For purposes of this Instrument, the following terms shall have the following meanings:

“Amended 2019 Loan Agreement” means that certain Amended and Restated Loan, Security, and Intercreditor Agreement dated as of November 1, 2019, by and among GMC, GPL, and the Lenders (as amended, supplemented, extended, restated, or otherwise modified from time to time).

“Claims” means the patented, unpatented, and state mining locations described in Exhibit A attached hereto.

“Contracts” means all of the following:

(a)all agreements now or hereafter in effect respecting, affecting, or pertaining to any of the Real Property, including but not limited to agreements for the acquisition, generation, preparation, or compilation of Information, camp catering and maintenance agreements, helicopter agreements, drilling agreements, contract mining agreements, joint  


DEED OF TRUST—Page 1



venture agreements, mining leases, and operating agreements now or hereafter in effect respecting, affecting or pertaining to any of the Real Property;

(b)all Permits now or hereafter in effect respecting, affecting, or pertaining to any of the Real Property;  

(c)all agreements now or hereafter in effect for or pertaining to the purchase, lease, provision, installation, maintenance, or replacement of any equipment used or to be used in connection with exploration, development, mining, or operation of any of the Real Property, or in connection with exploring for, developing, mining, extracting, milling, separating, concentrating, treating, processing, producing, handling, storing, transporting, marketing, or sale or other disposal of Minerals produced from any of the Real Property; and  

(d)all agreements now or hereafter in effect for or pertaining to exploring for, developing, mining, extracting, milling, separating, concentrating, treating, processing, producing, handling, storing, transporting, marketing, or sale or other disposal of Minerals produced from any of the Real Property,  

including but not limited to that certain Placer Mining Claims Lease and Assignment effective April 2, 2012, between GMC and GPL, as any of the foregoing heretofore or hereafter may be amended, supplemented, or otherwise modified from time to time.

“Guaranty” means that certain Guaranty effective as of November 1, 2019, given by GPL to Beneficiary pursuant to the Amended 2019 Loan Agreement.

“Information” means any and all data and information obtained or developed (including information obtained from or developed by prior owners or operators) with respect to the Real Property or in connection with ownership or operation of the Real Property, including but not limited to the following: maps (including plan views, maps of underground passages and improvements, ownership maps, geologic maps, etc.), cross-sections, and surveys (including not only positional or geodetic surveys but also geological, geochemical, and geophysical surveys); photographs (including air photos); drill core, rock samples, chip samples, concentrate samples, sediment samples, soil samples, and pulps; drill logs; geological, geochemical, and geophysical data and information; remote sensing data; results of sampling, analyses, assays, metallurgical tests, and similar information; certificates of location; affidavits of assessment work; conveyances, leases, easements, rights-of-way, agreements, title reports, and correspondence relating to the Real Property or the performance of work on, in, under, or in connection with the Real Property; permit applications, Permits, environmental information and reports, and similar information; resource calculations and reports, feasibility studies, reserve reports, engineering reports,


DEED OF TRUST—Page 2



and similar information; development plans, mine plans, operating plans, processing plans, flowcharts, construction drawings, reclamation studies, production plans and reports, and other and similar plans and reports—all regardless of the form or media in which such information exists or is maintained or stored, but only insofar as such information is in the possession or control of Trustor.

“Lands” means the lands included in the Claims, plus any and all other lands described in Exhibit A attached hereto.

“Lender” means one of the lenders identified on Schedule 1 attached hereto, and the permitted successors and assigns of such lender; “Lenders” means all of the lenders identified on Schedule 1 attached hereto, and their permitted successors and assigns.

“Loan Document” means each of the following, and “Loan Documents” means all the following, collectively:

(a)the Amended 2019 Loan Agreement;  

(b)the Notes (as defined herein); 

(c)the Guaranty; and 

(d)this Instrument.  

“Minerals” means all minerals and mineral substances (whether elements, compounds, or ores, and whether occurring in or derived from lode deposits (i.e., deposits in rock in place) or placer deposits) that were locatable under the federal mining laws (30 U.S.C. § 22 et seq.) or state mining laws (AS 38.05.185 et seq.) on January 3, 1959, together with all products and by-products thereof.

“Mortgaged Properties” means the Real Property and the Personal Property.

“Notes” means the same herein as in the Amended 2019 Loan Agreement.

“Permits” means all approvals, authorizations, decisions, non-objections, orders, or permits now or hereafter in effect respecting, affecting, or pertaining to any of the Real Property or the conduct of activities or operations on, in, under, or respecting any of the Real Property.

“Personal Property” means any and all rights, titles, interests, or privileges now owned or hereafter acquired by or for Trustor in, to, or respecting any and all personal property of every kind or character—whether movable or immovable and including but not limited to as-extracted collateral (including but not limited to Minerals produced from the Real Property and accounts arising from the sale or other disposal of Minerals at the minehead), goods (including but not limited to goods that are or are to become fixtures on, in, or under the Real Property), accounts, contract rights (including but not limited to rights constituting personal property that arise under any Contract), documents of title, equipment, inventory, general intangibles, Information, instruments, insurance proceeds, Permits, rights arising upon condemnation and the proceeds of condemnation, chattel


DEED OF TRUST—Page 3



paper, software licenses, trademarks, trade names, and deposit accounts—together with all accessions, additions, alterations, betterments, replacements, substitutions, and appurtenances to or for any of the foregoing and the proceeds and products of the foregoing.

“Real Property” means all estates, rights, title, and interests now owned or hereafter acquired by Trustor in, under, to, or respecting the Claims, the Lands, or any part thereof (including but not limited to all estates, rights, title, and interests constituting real property that are owned now or acquired hereafter by Trustor under or pursuant to any Contract), together with any and all rights now or hereafter appurtenant thereto (including but not limited to access rights (whether express or implied) and water rights).

“Secured Obligations” means the obligations described in Section 3 below and all other obligations that become Secured Obligations pursuant to this Instrument.

“UCC” means the Uniform Commercial Code as adopted in Alaska and, as applicable, in the jurisdiction of organization of any Trustor. The terms “accounts”, “as-extracted collateral”, “chattel paper”, “deposit accounts”, “documents of title”, “equipment”, “fixtures”, “general intangibles”, “goods”, “instruments”, “inventory”, “proceeds”, and other types of personal property defined in the UCC and used herein mean the same herein as in the UCC, unless the context requires otherwise.

2.Grant of Security Interest in Real Property and Personal Property. 

Trustor hereby GRANTS, BARGAINS, SELLS, ASSIGNS, TRANSFERS, MORTGAGES, and CONVEYS unto Trustee in trust, with power of sale, for the benefit of Beneficiary, all rights, titles, and interests now owned or hereafter acquired by or for Trustor or to which Trustor now or hereafter is entitled in, under, to, or respecting the Real Property, TO HAVE AND TO HOLD said property unto Trustee, subject to all of the terms, conditions, and provisions of this Instrument and for the uses and purposes set forth in this Instrument, forever.

Trustor also hereby GRANTS, BARGAINS, SELLS, ASSIGNS, TRANSFERS, MORTGAGES, and CONVEYS unto Beneficiary a security interest in the Personal Property.

3.Secured Obligations. 

This Instrument is executed and delivered by Trustor to secure the following obligations:

(a)the due and punctual payment or performance by Trustor of all obligations thereof under the Amended 2019 Loan Agreement, the Notes, and the Guaranty; and  

(b)the due and punctual payment or performance by Trustor of all obligations of Trustor arising under this Instrument. 


DEED OF TRUST—Page 4



4.Representations and Warranties of Trustor. 

Trustor hereby represents and warrants that Trustor owns the Mortgaged Properties free and clear of any and all liens, charges, encumbrances, security interests, royalties, or other interests of third parties arising by, through, or under Trustor, except

(a)those described in Exhibit B attached hereto and  

(b)those arising under this Instrument.  

5.Covenants of Trustor. 

Trustor hereby agrees and covenants as follows:

(a)to keep, or to cause to be kept, the Mortgaged Properties in good standing (1) under the laws of the United States, the State of Alaska, and any relevant local laws and (2) under any agreements relating to the Mortgaged Properties; and without limiting the generality of the foregoing, in the case of payments that must be made to any agency or office of the United States or the State of Alaska from time to time after the effective date of this Instrument to maintain the Real Property in good standing, or in the case of documents that must be recorded or filed with any agency or office of the United States or the State of Alaska from time to time after the effective date of this Instrument to maintain the Real Property in good standing, to deliver to Beneficiary—within three days after the making of any such payment, recording, or filing—evidence of the making of each such payment, recording, or filing at least 30 days in advance of the due date therefor; 

(b)to comply with, or to cause to be complied with, all applicable and valid laws, rules, and regulations of, and Permits obtained from, the United States, the State of Alaska, and any other governmental entity exercising jurisdiction over the Mortgaged Properties or the exploration, development, or mining thereof or the production of Minerals therefrom; 

(c)to undertake, or to cause to be undertaken, any and all work upon the Mortgaged Properties in accordance with standards of performance commonly applicable to the mining industry in Alaska;  

(d)to carry, or to cause to be carried, workmen’s compensation insurance, employer’s liability insurance, comprehensive general liability insurance, comprehensive motor vehicle and trailer liability insurance, umbrella excess liability insurance, and such other insurance as may be necessary or proper, in amounts sufficient to cover Trustor’s operations and affairs undertaken in connection with the Mortgaged Properties; 


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(e)to pay, or to cause to be paid, before delinquent, all lawful taxes, assessments, or other charges of every kind and character assessed, levied, or imposed on or in connection with the Mortgaged Properties or the exploration, development, or mining thereof or the production of Minerals therefrom, including but not limited to any applicable federal or state income taxes or severance taxes;  

(f)to notify Beneficiary promptly of any threatened claim, litigation, or other event affecting the representations and warranties of Trustor contained in Section 4 or any other provision of this Instrument or the Exhibits attached hereto relating to Trustor or the Mortgaged Properties;  

(g)to pay promptly, or to cause to be paid promptly, all bills for labor or material in connection with the Mortgaged Properties or the exploration, development, or mining thereof or the production of Minerals therefrom;  

(h)to permit Beneficiary, at its own risk, to enter upon, examine, and inspect the Mortgaged Properties and any and all exploration, development, mining, or production operations being conducted thereon, therein, or thereunder;  

(i)to do, or to cause to be done, all things necessary or proper to maintain and defend Trustor’s right, title, and interest in and to the Mortgaged Properties as represented and warranted in Section 4 of this Instrument;  

(j)to do, or to cause to be done, all things necessary or proper to maintain the Mortgaged Properties in good repair, working order, and condition, and to make, or to cause to be made, from time to time all necessary or proper repairs, substitutions, or replacements of the Mortgaged Properties;  

(k)not to create any security interest, charge, lien or other encumbrance (except purchase money security interests in real or personal property added to the Mortgaged Properties) upon the Mortgaged Properties or any part thereof ranking or purporting to rank in priority higher than or equal to the security interests created by this Instrument;  

(l)to perform all Secured Obligations at the time and in the manner required;  

provided, however, that with respect to any of the Mortgaged Properties that are operated on the date hereof by operators other than Trustor, Trustor shall not be obligated itself to perform any undertakings contemplated by this Instrument which are performable only by such operators and are beyond the control of Trustor; provided further, however, that Trustor agrees and covenants to take promptly such actions as are available to it under any operating agreement or otherwise to bring about the performance of any such undertaking required to be performed by such operators.


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6.Events of Default and Remedies. 

The term “Event of Default” as used herein means the occurrence of any of the following:

(A)the failure of GMC, GPL, or Trustor to perform a Secured Obligation at the time or in the manner required of it;   

(B)the commencement of any action in which any alleged creditor of Trustor other than Beneficiary or any Lender seeks (by way of claim, counterclaim, or cross-claim) to collect any amount allegedly due and owing to said creditor at that time; 

(C)the occurrence of any of the following events: (i) a receiver, liquidator, assignee, custodian, trustee, sequestrator, or similar official for a substantial part of Trustor’s assets is appointed and the appointment is neither made ineffective nor discharged within 60 days after the making thereof, or the appointment is consented to, requested by, or acquiesced in by Trustor; (ii) Trustor commences a voluntary case, or consents to the entry of any order for relief in an involuntary case, under any applicable bankruptcy, insolvency, or similar Law; (iii) Trustor consents to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator, or other similar official of any substantial part of its assets, (iv) Trustor makes a general assignment for the benefit of creditors or fails generally to pay its debts as they become due; or (v) entry is made against Trustor of a judgment, decree, or order for relief affecting a substantial part of its assets by a court of competent jurisdiction in an involuntary case commenced under any applicable bankruptcy, insolvency, or other similar Law.  

Upon the occurrence of any Event of Default, all Secured Obligations shall, at the option of Agent (acting for and on behalf of the Lenders), become due and payable immediately, whereupon Agent (acting for and on behalf of the Lenders)

(a)may execute or cause Trustee to execute in the manner required by law a written notice of such default and of Beneficiary’s election to cause to be sold the Mortgaged Properties held by Trustee to satisfy the Secured Obligations and  

(b)shall cause such notice to be recorded in the office of the district recorder for the recording district in which said property or some part thereof is located and  

(c)shall cause additional notice of the default and sale to be given as then required by law.  

Thereafter, without demand on Trustor, Trustee shall sell said property at the front door of the courthouse of the Superior Court for the State of Alaska in Fairbanks, Alaska, unless such location is prohibited by law—in which case Trustee shall sell said property at such other location as allowed by law—at the time fixed in said notice of sale, either as a whole or in


DEED OF TRUST—Page 7



separate parcels and in such order as it may determine, at public auction to the highest and best bidder. Beneficiary shall have the right to make an offset bid without cash in an amount equal to the balance owed to it (i.e., to Agent and all of the Lenders, collectively) by Trustor at the time of the sale, including any sums expended by Beneficiary and Trustee under this Instrument with interest, costs of sale, and attorneys’ fees.

Trustee may postpone sale of all or any portion of said property by public announcement at such time and place of sale, and from time to time thereafter may postpone such sale by public announcement at the time fixed by the preceding postponement. Trustee shall deliver to the purchaser its deed conveying the property so sold, but without any covenant or warranty, express or implied. The recitals in such deed of any matters or facts shall be conclusive proof of the truthfulness thereof. Any person, including but not limited to Trustor or Beneficiary, may purchase at such sale. After deducting all costs and fees of Trustee, including but not limited to costs of evidence of title and attorneys’ fees in connection with the sale, Trustee shall apply the proceeds of sale to payment of all sums expended under the terms hereof, all other sums then secured hereby, and the remainder, if any, to the person or persons legally entitled thereto.

Nothing contained herein shall be construed to limit the right of Agent (acting for and on behalf of all of the Lenders) to foreclose this Instrument by judicial action or to bring an action upon any promissory note or other agreement to pay a certain amount or amounts that is or are secured by this Instrument without attempting to foreclose this Instrument either by exercise of the power of sale or by judicial action.

Trustor shall pay all costs and attorneys’ fees incurred by Trustee or Beneficiary in connection with any sale under or pursuant to this Instrument.

Trustee accepts this trust when this Instrument, duly executed and acknowledged, is made a public record as provided by law.

Agent (acting for and on behalf of the Lenders) may from time to time as provided by law appoint another Trustee in place and stead of the Trustee herein named, and thereupon the Trustee herein named shall be discharged and the Trustee so appointed shall be substituted as Trustee hereunder with the same effect as if originally named Trustee herein.

In addition to and notwithstanding the foregoing, and in addition to any and all remedies available to Beneficiary under applicable law, upon the occurrence of any Event of Default, Agent (acting for and on behalf of the Lenders) may cure where possible, but shall not be obligated to cure, said Event of Default on behalf of Trustor by performing the obligation or covenant the lack of performance of which constitutes the Event of Default, whereupon

(1)Trustor shall become obligated to pay to Agent (acting for and on behalf of the Lenders), within 30 days after receiving written notice from Agent (acting for and on behalf of the Lenders) that Agent (acting for and on behalf of the Lenders) has cured such Event of Default on behalf of Trustor, all sums paid or expenses incurred by Agent (acting for and on behalf of the Lenders) in curing such Event  


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of Default together with interest thereon at the same rate at which interest accrues on amounts outstanding under the Notes and

(2)such obligation of Trustor to make payment to Agent (acting for and on behalf of the Lenders) as set forth in this Section 6 shall become and constitute a Secured Obligation.  

7.Assignment of Production. 

In order further to secure the performance of the Secured Obligations, Trustor hereby assigns unto Beneficiary all of the interest of Trustor in, to, or respecting all Minerals in, under, or which may be produced from the Mortgaged Properties, together with any and all proceeds which may be derived from sales or other disposals of such Minerals after the date of this Instrument; provided, however, that

(a)until the occurrence of any Event of Default, Trustor shall be entitled to sell or otherwise dispose of, free and clear of any rights or interests of Beneficiary under this Instrument (but not free and clear of any rights or interests of Beneficiary arising under any other instrument or document), all Minerals produced or to be produced from the Mortgaged Properties and to collect and obtain all proceeds from such sales or other disposals and to require and enforce the performance of any and all contracts relating to such Minerals or proceeds without further consent of or action by Beneficiary, and  

(b)promptly after the occurrence of any Event of Default, Agent (acting for and on behalf of the Lenders) may instruct in writing all parties producing, possessing, purchasing, taking, or receiving any Minerals produced or to be produced from the Mortgaged Properties to hold, sell, or otherwise dispose of such Minerals for the account of Beneficiary and to deliver directly to Agent (acting for and on behalf of the Lenders) such Minerals or to pay directly to Agent (acting for and on behalf of the Lenders) the proceeds derived from any such sales or other disposals, and Agent (acting for and on behalf of the Lenders) thereafter shall retain all such Minerals or proceeds as part of the Mortgaged Properties for the purpose of further securing the performance of the Secured Obligations. 

All of the parties producing, possessing, purchasing, taking, or receiving any Minerals produced or to be produced from the Mortgaged Properties or any proceeds derived from sales or other disposals of such Minerals are hereby authorized and directed by Trustor, upon receipt of written instructions from Agent pursuant to subsection (b) above of this Section 7, to treat and regard Agent (acting for and on behalf of the Lenders) as the party entitled, in Trustor’s place and stead, to receive all such Minerals and proceeds; and all such parties and each of them shall be fully protected in so treating and regarding Agent (acting for and on behalf of the Lenders) and shall be under no obligation to see to the application by Agent (acting for and on behalf of the Lenders) of any such Minerals or proceeds received by it or to ascertain or verify that an Event


DEED OF TRUST—Page 9



of Default has occurred so as to authorize the giving of instructions by Agent (acting for and on behalf of the Lenders) pursuant to subsection (b) above of this Section 7.

Trustor hereby agrees to provide to Agent (acting for and on behalf of the Lenders), at any time and from time to time upon the request of Agent, the name and address of each person producing, possessing, purchasing, taking, or receiving any Minerals produced or to be produced from the Mortgaged Properties or any proceeds from sales or other disposal thereof, together with any applicable agreements in connection therewith.

Without limiting the provisions of this Instrument, Trustor hereby stipulates that this Instrument grants to Beneficiary a security interest in Trustor’s interest in, to, or respecting all Minerals extracted from the Mortgaged Properties as the same are extracted and in Trustor’s interest in, to, or respecting all proceeds (including but not limited to accounts) derived from sales or other disposals of such Minerals at the minehead, which security interest in such as-extracted collateral is intended to attach at the time said Minerals are extracted. This Instrument thus is to serve not only as a deed of trust but also as a security agreement and a financing statement. This Instrument is to be filed for record in the Fairbanks Recording District, Fourth Judicial District, State of Alaska. Trustor has an interest of record in the Real Property.

8.Reconveyance by Trustee and Release by Beneficiary. 

Upon the full and complete performance of the Secured Obligations, (a) this Instrument shall automatically terminate and be of no further force and effect, (b) the Mortgaged Properties shall become wholly free and clear of any lien imposed by this Instrument, (c) Agent (acting for and on behalf of the Lenders) shall promptly deliver to Trustee a written notice stating that all Secured Obligations have been paid or otherwise fulfilled and instructing Trustee, upon payment of its fees, to reconvey, without warranty, the Mortgaged Properties then held under this Instrument, and (d) Agent (acting for and on behalf of the Lenders) shall promptly execute and deliver to Trustor a release of this Instrument and such other instruments of satisfaction or release (including but not limited to termination statements) as may be appropriate.

9.Addresses. 

For all purposes of this Instrument the addresses of Trustor, Trustee, and Beneficiary shall be as follows, until changed in a written notice delivered to the other party:


DEED OF TRUST—Page 10



If to Trustor:

Goldrich Mining Company and

Goldrich Placer LLC

Attention: William Schara

2607 Southeast Blvd., Suite B211

Spokane, WA 99223-7614

Telephone No.:+1 (509) 768-4468 

Facsimile No.:+1 (509) 695-3289 

Email: wschara@goldrichmining.com

If by email with copy to: ggallagher@goldrichmining.com

If to Trustee:

YUKON TITLE COMPANY, INC

714 Gaffney Road

Fairbanks, AK 99701-4610

Telephone No.:+1 (907) 456-3474 

Facsimile No.:+1 (907) 456-3476 

If to Agent and Beneficiary:

Nicholas Gallagher

5 Churchfields

The K Club

Straffan

Kildare Ireland

Fax No.: +353-1-627-5294

Email: nick@ngbcapital.ie

10.Financing Statements; Further Actions. 

Trustor hereby authorizes Agent (acting for and on behalf of the Lenders) to file such financing statements, and any related amendments and continuation statements, in the State of Alaska Central UCC Filing Office and in such other jurisdictions, and to take such other actions, as may be necessary to perfect or to continue the perfection of the security interest in Personal Property granted by this Instrument.

The parties hereto hereby agree to take any and all actions and to execute, acknowledge, and deliver any and all documents reasonably necessary to effect the purposes of this Instrument (including but not limited to amendments or supplements to this Instrument respecting any after-acquired collateral constituting part of the Mortgaged Properties, which amendments or supplements Trustor hereby authorizes Agent (acting for and on behalf of the Lenders) to execute, record, and file as necessary to perfect or to continue the perfection of any security interests granted by this Instrument or to amend, continue, or correct this Instrument or any previously filed financing statement).


DEED OF TRUST—Page 11



11.Assignment; Binding Effect. 

Beneficiary may assign any or all of its rights under this Instrument at any time and from time to time. This Instrument shall be binding upon and inure to the benefit of Trustor, Beneficiary, and their respective successors and assigns.

12.Applicable Law. 

This Instrument shall be interpreted, construed, and enforced in accordance with, and otherwise governed in all respects by, the laws (including the conflict of law rules) of the State of Alaska.

[execution and acknowledgment pages follow]


DEED OF TRUST—Page 12



IN WITNESS WHEREOF, Trustor and Agent have caused this Instrument to be executed as of the date first above written.

GOLDRICH MINING COMPANY,

an Alaska corporation formerly known as

LITTLE SQUAW GOLD MINING COMPANY

 

 

By: ____________________________

Name: _____________________

Title: ______________________

 

 

 

STATE OF WASHINGTON

) ss. 

COUNTY OF ) 

THIS CERTIFIES that on the day of , 20____, at Spokane, Washington, the foregoing instrument was acknowledged before me by [name], [title      of GOLDRICH MINING COMPANY, an Alaska corporation formerly known as LITTLE SQUAW GOLD MINING COMPANY, on behalf of said corporation.  

GIVEN UNDER MY HAND and official seal the day and year last above written.

 

Notary Public in and for Washingtion
Residing at  

My Commission expires  


DEED OF TRUST—Page 13



GOLDRICH PLACER, LLC

an Alaska limited liability company

 

By:GOLDRICH MINING COMPANY 

its sole member

 

 

By: ____________________________

Name: _____________________

Title: ______________________

 

 

 

STATE OF WASHINGTON

) ss. 

COUNTY OF ) 

THIS CERTIFIES that on the day of , 20____, at Spokane, Washington, the foregoing instrument was acknowledged before me by [name], [title      of GOLDRICH MINING COMPANY, an Alaska corporation acting in its capacity as sole member of GOLDRICH PLACER, LLC, a member-managed Alaska limited liability company, on behalf of said corporation acting on behalf of said limited liability company.  

GIVEN UNDER MY HAND and official seal the day and year last above written.

 

Notary Public in and for Washington
Residing at  

My Commission expires  


DEED OF TRUST—Page 14



____________________________

NICHOLAS GALLAGHER

 

 

 

REPUBLIC OF IRELAND

) ss. 

COUNTY OF ) 

THIS CERTIFIES that on the day of , 20____, at _________________________, Ireland, the foregoing instrument was acknowledged before me by NICHOLAS GALLAGHER.  

GIVEN UNDER MY HAND and official seal the day and year last above written.

 

Notary Public in and for Ireland
Residing at  

My Commission expires  


DEED OF TRUST—Page 15



EXHIBIT A

Real Property (Claims and Lands)

Patented Claims:

Consolidated land description for all patented claims: U.S. Mineral Surveys 1628, 1629, 1630, 1633, 1745, 1746, 1995, 1996, 1997, 1998, and 1999

U.S. Patent  #
Date Issued

U.S. Mineral Survey  #
Acceptance Date

Acres

BLM Serial #

Claim Name

1022769
1/23/1929

1746
11/11/1924

96.215

AKF 001374

Little Squaw Quartz Lode
Big Squaw Quartz Lode
Sine Lode
Cosine Fraction Lode
Crystal Quartz Lode

1024558
3/20/1929

1745
11/11/1924

58.964

AKF 001373

Tobin Quartz Claim Lode
Mikado Lode Claim
Little Mikado Lode Claim

1036358
4/19/1930

1995
03/02/1928

61.446

AKF 001887

Golden Eagle Lode Claim
Bonanza lode
Eneveloe Lode

1036359
4/19/1930

1996
02/14/1926

50.553

AKF 001888

Star No. 1 Lode
Star No. 2 Lode
Star No. 3 Lode

1036360
4/19/1930

1997
03/14/1928

20.102

AKF 001889

Cosine Lode Claim

1036361
4/19/1930

1998
03/03/1928

19.582

AKF 001890

Crystal No. 2 Lode

1036362
4/19/1930

1999
02/08/1928

15.718

AKF 0011891

No. 1 Above On Little
  Squaw Creek Placer
  Mining Claim

1085903
9/25/1936

1629
08/17/1931

37.209

AKF 003020

Jupiter Lode Claim
Woodchuck Lode Claim

1085904
9/25/1936

1630
08/18/1931

20.655

AKF 003021

Venus Lode Mining Claim


EXHIBIT A—Page 1



1088433
2/16/1937

1628
08/15/1931

41.101

AKF 003081

Cosine No. 1
Cosine No. 2

1094946
1/06/1938

1633
08/18/1931

4.961

AKF 003021A

Spring Creek Mill Site

 

426.506 acres as 21 Lode, 1 Placer, and 1 Mill Site

 

 

State Mining Locations:

Consolidated land description for all state mining locations:

FM, T32N R3W:Secs. 22, 23, 24, 25, 26, 27, 28, 31, 32, 33, 34, 35, and 36 

FM, T32N R2W:Secs. 28, 29, 30, 31, 32, and 33 

FM, T31N R4W:Secs. 1, 12, 13, and 24 

FM, T31N R3W:Secs. 1, 2, 3, 4, 5, 6, 7, 8, 9, 11, 15, 16, 17, 18, 19, 20, 21, 27, 28, 34, and 35 

FM, T31N R2W:Secs. 4, 5, and 6 

 

ADL #

Claim Name

F.M. T. & R.

Sec.

319523

No. 2 Below Discovery

32N 3W

28

319524

No. 3 Below Discovery

32N 3W

27 & 28

319525

No. 4 Below Discovery

32N 3W

27 & 28

319526

No. 5 Below Discovery

32N 3W

22 & 27

319527

No. 6 Below Discovery

32N 3W

22

319528

Spring Creek # 4

32N 3W

22

319529

Spring Creek # 3

32N 3W

22

319530

Spring Creek # 2

32N 3W

23

319531

Spring Creek # 1

32N 3W

23

319532

No. 1 Below Discovery

32N 3W

23 & 26

319533

Discovery

32N 3W

26

515440

No. 2 Below Discovery

31N 3W

6 & 7

515441

No. 3 Below Discovery

31N 3 &
4W

6, 7 &
1, 12


EXHIBIT A—Page 2



515442

No. 4 Below Discovery

31N 3 &
4W

7 &
12

515443

No. 4 Below Fraction

31N 4W

12

515444

Discovery

31N 3W

6

515445

No. 2 Above Discovery

32N 3W

26

515447

Upper Discovery

31N 3W

10

515452

No. 5 Below Upper Discovery

31N 3W

9, 10,
15 & 16

515468

Shamrock Lode

31N 3W

3

515469

Rex Lode

31N 3W

3

515470

Summit

31N 3W

3

515471

Chandalar Lode

31N 3W

4

515472

West Chandalar

32N 3W

33

515473

Star East Fraction

31N 3W

10

515474

Golden Eagle Fraction

31N 3W

9

553169

1317

32N 3W

25

641349

LSQ #2

32N 3W

NENE 34

641350

LSQ #3

32N 3W

NWNW 35

641351

LSQ #4

32N 3W

SWSW 24

641352

GDM # 1 AMD

31N 3W

NWNE 10

641353

GDM # 2 AMD

31N 3W

SWNE 10

641354

GDM # 3

31N 3W

NWSE 10

641355

GDM # 4

31N 3W

SESW 10

641356

GDM # 5

31N 3W

SWSW 10

641357

GRMC # 6

31N 3W

NENE 16

641358

GRMC # 7

31N 3W

SWNE 16

641359

GRMC # 8

31N 3W

NWSE 16

641360

GRMC # 9

31N 3W

NESW 16

641361

GRMC #10

31N 3W

NENW 21

641362

GRMC #11

31N 3W

NWNW 21

641363

GRMC #12

31N 3W

SWNW 21

641364

GRMC #13

31N 3W

NWSW 21

641365

GRMC #14

31N 3W

SWSW 21

641366

GRMC #15

31N 3W

NENW 28

641367

GRMC #16

31N 3W

SWNE 28

641368

GDM #17 AMD

31N 3W

SESE 9

641504

312

31N 3W

NW 7

641505

313

31N 3W

SW 6


EXHIBIT A—Page 3



641506

314

31N 3W

NW 6

641507

413

31N 3W

SE 6

641508

414

31N 3W

NE 6

641509

513

31N 3W

SW 5

641510

514

31N 3W

NW 5

641511

612

31N 3W

NE 8

641512

613

31N 3W

SE 5

641513

614

31N 3W

NE 5

641514

615

32N 3W

SE 32

641515

711

31N 3W

SW 9

641516

712

31N 3W

NW 9

641517

713

31N 3W

SW 4

641518

714

31N 3W

NW 4

641519

715

32N 3W

SW 33

641520

716

32N 3W

NW 33

641521

811

31N 3W

SE 9

641522

812

31N 3W

NE 9

641523

813

31N 3W

SE 4

641524

814

31N 3W

NE 4

641525

815

32N 3W

SE 33

641526

816

32N 3W

NE 33

641527

817

32N 3W

SE 28

641528

910

31N 3W

NW 15

641529

911

31N 3W

SW 10

641530

912

31N 3W

NW 10

641531

913

31N 3W

SW 3

641532

914

31N 3W

NW 3

641533

915

32N 3W

SW 34

641534

916

32N 3W

NW 34

641535

917

32N 3W

SW 27

641536

918

32N 3W

NW 27

641537

919

32N 3W

SW 22

641538

1010

31N 3W

NE 15

641539

1011

31N 3W

SE 10

641540

1012

31N 3W

NE 10

641541

1013

31N 3W

SE 3

641542

1014

31N 3W

NE 3

641543

1015

32N 3W

SE 34

641544

1016

32N 3W

NE 34

641545

1017

32N 3W

SE 27

641546

1018

32N 3W

NE 27

641547

1019

32N 3W

SE 22

641548

1112

31N 3W

NW 11


EXHIBIT A—Page 4



641549

1113

31N 3W

SW 2

641550

1114

31N 3W

NW 2

641551

1115

32N 3W

SW 35

641552

1116

32N 3W

NW 35

641553

1117

32N 3W

SW 26

641554

1118

32N 3W

NW 26

641555

1119

32N 3W

SW 23

641556

1216

32N 3W

NE 35

641557

1219

32N 3W

SE 23

641558

1316

32N 3W

NW 36

645239

616

32N 3W

NE 32

645240

1020

32N 3W

NE 22

645241

1120

32N 3W

NW 23

645242

1214

31N 3W

NE 2

645243

1215

32N 3W

SE 35

645244

1217

32N 3W

SE 26

645245

1218

32N 3W

NE 26

645246

1220

32N 3W

NE 23

645852

No. 2 Above Discovery

32N 3W

26

649584

GDM #18

31N 3W

NESE 28

649585

GDM #19

31N 3W

SWSW 27

649586

GDM #20

31N 3W

SESW 27

649587

GDM #21

31N 3W

NWNE 34

649588

GDM #22

31N 3W

NENE 34

649589

GDM #23

31N 3W

SENE 34

649590

GDM #24

31N 3W

NWSW 35

649591

GDM #25

31N 3W

SWSW 35

649592

GDM #26

31N 3W

SESE 34

653068

315

32N 3W

SW 31

653069

415

32N 3W

SE 31

653070

515

32N 3W

SW 32

653071

316

32N 3W

NW 31

653072

416

32N 3W

NE 31

653073

516

32N 3W

NW 32

653074

1514

31N 2W

NW 6

653075

1414

31N 3W

NE 1

653076

1314

31N 3W

NW 1

653077

1318

32N 3W

NW 25

653078

1715

32N 2W

SW 32


EXHIBIT A—Page 5



653079

1615

32N 2W

SE 31

653080

1515

32N 2W

SW 31

653081

1415

32N 3W

SE 36

653082

1315

32N 3W

SW 36

653083

1816

32N 2W

NE 32

653084

1716

32N 2W

NW 32

653085

1616

32N 2W

NE 31

653086

1516

32N 2W

NW 31

653087

1416

32N 3W

NE 36

653088

1717

32N 2W

SW 29

653089

1617

32N 2W

SE 30

653090

1517

32N 2W

SW 30

653091

1417

32N 3W

SE 25

657650

110

31N 4W

NW 13

657651

111

31N 4W

SW 12

657652

211

31N 4W

SE 12

661131

1319

32N 3W

SW 24

661132

920

32N 3W

NW 22

663873

No. 1 Below Upper Discovery

31N 3W

10

663874

No. 4 Above Discovery

32N 3W

34

663875

1614

31N 2W

NE 6

663876

1714

31N 2W

NW 5

663877

1814

31N 2W

NE 5

663878

1815

32N 2W

SE 32

663879

1817

32N 2W

SE 29

663880

1914

31N 2W

NW 4

663881

1915

32N 2W

SW 33

663882

1916

32N 2W

NW 33

663883

1917

32N 2W

SW 28

663884

2015

32N 2W

SE 33

663885

2016

32N 2W

NE 33

663886

2017

32N 2W

SE 28

667284

GRMC #30

31N 3W

NWNW 28

709124

LSGMC 107

31N 4W

SW 24

709125

LSGMC 108

31N 4W

NW 24

709126

LSGMC 109

31N 4W

SW 13

709127

LSGMC 207

31N 4W

SE 24

709128

LSGMC 208

31N 4W

NE 24

709129

LSGMC 209

31N 4W

SE 13


EXHIBIT A—Page 6



709130

LSGMC 210

31N 4W

NE 13

709131

LSGMC 307

31N 3W

SW 19

709132

LSGMC 308

31N 3W

NW 19

709133

LSGMC 309

31N 3W

SW 18

709134

LSGMC 310

31N 3W

NW 18

709135

LSGMC 311

31N 3W

SW 7

709136

LSGMC 407

31N 3W

SE 19

709137

LSGMC 408

31N 3W

NE 19

709138

LSGMC 409

31N 3W

SE 18

709139

LSGMC 410

31N 3W

NE 18

709140

LSGMC 411

31N 3W

SE 7

709141

LSGMC 412

31N 3W

NE 7

709142

LSGMC 507

31N 3W

SW 20

709143

LSGMC 508

31N 3W

NW 20

709144

LSGMC 509

31N 3W

SW 17

709145

LSGMC 510

31N 3W

NW 17

709146

LSGMC 511

31N 3W

SW 8

709147

LSGMC 512

31N 3W

NW 8

709148

LSGMC 607

31N 3W

SE 20

709149

LSGMC 608

31N 3W

NE 20

709150

LSGMC 609

31N 3W

SE 17

709151

LSGMC 610

31N 3W

NE 17

709152

LSGMC 611

31N 3W

SE 8

709153

LSGMC 709

31N 3W

SW 16

709154

LSGMC 710

31N 3W

NW 16

709155

LSGMC 809

31N 3W

SE 16

709156

LSGMC 810

31N 3W

NE 16


EXHIBIT A—Page 7



EXHIBIT B

Prior Recorded Interests; Prior Perfected Liens and
Security Interests; and Other Burdens

Note: The inclusion of any matter below does not constitute the agreement of any of GMC, GPL, Trustee, or Beneficiary that such matter is valid or burdens any of the Mortgaged Properties or that the liens and security interests granted by this Instrument are junior or subordinated to such matter.

1.Such royalty interests, overriding royalty interests, leases, deeds of trust, mortgages, security interests, financing statements, or other burdens (if any) arising by, through, or under GMC or GPL  

(a)(i)that properly were recorded or filed in the Fairbanks Recording District against any of the Mortgaged Properties prior to November 1, 2019, or  

(ii)for which a financing statement properly was filed in the State of Alaska Central UCC Filing Office prior to November 1, 2019,  

and

(b)(i)have not expired,  

(ii)have not been terminated, reconveyed, or released, or  

(iii)otherwise remain in effect. 

2.To the extent relevant (if at all) notwithstanding the dissolution of Goldrich NyacAU Placer, LLC (the “Goldrich Joint Venture”) on June 3, 2019:  

(a)Chandalar Sale: that certain Purchase Agreement among GMC, GPL, and Chandalar Gold, LLC (“Chandalar”), dated as of June 19, 2015, whereby GMC and GPL sold and assigned to Chandalar 12% of any and all Goldrich Joint Venture Distributions, subject to the limitations set forth in the Purchase Agreement and accompanying assignment; and 

(b)Placement Agreement: that certain Placement Agent Agreement between GMC and GVC Capital LLC (“GVC”), dated as of May 22, 2015, whereby GMC sold and assigned to GVC 0.50% of any and all Goldrich Joint Venture Distributions, subject to the limitations set forth in the Placement Agreement and accompanying assignment.  


EXHIBIT B—Page 1



3. The following holders of gold forward sales contracts of Trustor have a security interest in all gold recovered from the “Designated Properties” (as defined in the gold forward sales contracts) until all required quantities of gold are delivered to the holders of such contracts pursuant to the terms and conditions of such contracts. 

Name of Holder

Ounces of Gold
Remaining to be Paid

Chen Tsan Li/Chen Yeh

89.247

Ted Huang

134.117

Chen I-Chun

43.425


EXHIBIT B—Page 2



Schedule 1

Lenders

 

CAPITAL INVESTMENTS 4165 LLC

NICHOLAS GALLAGHER

RYAN GILBERTSON

PETER HAFIZ

THOMAS HAMMERS

ANTHONY CHARLES HARTMANN

BEVERLY JOHNSON

NICHOLAS JOHNSON

SHARON JOHNSON

PROVIDENCE MANAGEMENT COMPANY LLC

PROVIDENCE TWIN CITIES NO. 8 LLC


Exhibit 99.1

 

Goldrich Mining Enters into Amended Loan Agreement

Guaranty and Deed of Trust

 

SPOKANE, WA – March 23, 2020- Goldrich Mining Company (OTCBB: GRMC) (“Goldrich” or the “Company) announces it has signed an agreement with Nicholas Gallagher (“Gallagher”), a related party and member of the Company’s Board of Directors, in his capacity as Agent (“Agent”) for and on behalf of Gallagher and other lenders (Gallagher and the other lenders collectively, “Holders”). The agreement amends the Senior Secured Note financing previously noted in Goldrich’s new releases dated February 13, 2018 and August 20, 2018.

Goldrich (the “Borrower”) and its wholly-owned subsidiary, Goldrich Placer LLC (the “Guarantor”) and Holders entered into an Amended and Restated Loan, Security, and Intercreditor Agreement (collectively the “Amended 2019 Loan Agreement”), effective as of November 1, 2019 (as amended, supplemented, extended, restated, or otherwise modified from time to time), pursuant to which, in exchange for the secured promissory notes (the “Notes”) and other consideration:

1)Holders have loaned to Borrower prior to November 1, 2019, an aggregate principal amount of $3,987,368.49; 

2)Gallagher has agreed to make additional loans to Borrower from and after November 1, 2019, totaling a maximum principal amount of $394,736.84 (the net proceeds of which to GMC will be $375,000), and  

3)With the consent of Agent, any new lender or existing Holder may make an additional loan or loans under the Loan Agreement. 

Under the Amended 2019 Loan Agreement:

1)The Borrower and Holders entered into a Deed of Trust whereunder the Notes are secured by a security interest in all real property, claims, contracts, agreements, leases, permits and the like. 

2)The Borrower and any Holder may negotiate a separate agreement enabling the Borrower to issue shares to said Holder in satisfaction of some or all interest that may be due to said Holder. 

3)The Guarantor entered into a Guaranty whereunder the Guarantor unconditionally guarantees and promises to pay to the order of each Holder  

a.the principal sum of each Note held by such Holder when and as the same becomes due, whether at the stated maturity thereof, by acceleration, call for redemption, tender, or otherwise,  

b.all Interest payable on each such Note when and as the same becomes due, and 

c.any other amounts owing by Borrower to such Holder under the Loan Agreement or any other Loan Document when and as the same becomes due.  

In an agreement separate from the Amended 2019 Loan Agreement, Goldrich and Mr. Gallagher have negotiated that Mr. Gallagher, at his option, has the right to convert outstanding but unpaid and future interest on his loans into stock of the Company at $0.015 per share.


As a result of this Amended 2019 Loan Agreement, Goldrich secured funds needed for general and administrative functions while the Company seeks financing for exploration for the hard rock gold prospects and formulating a profitable mine plan for the Little Squaw Creek gold mine.

The Amended 2019 Loan Agreement documents have been filed with EDGAR and may be viewed in their entirety on the Goldrich website.

 

About Goldrich Mining

Goldrich Mining (OTCBB: GRMC) is a U.S. based resource company focused on developing the Chandalar gold district in Alaska, USA. The Company controls a land package spanning 23,000 acres of highly prospective gold targets and historic mines. Goldrich is focused on building shareholder value by monetizing placer assets, generating non-dilutive funds, and working towards building a lode gold mine at Chandalar in addition to the existing placer gold mine already producing on site.  

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

Forward-Looking Statements

This news release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward looking statements concern use of proceeds and potential exercise of the warrants. 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, budgets, 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; 

risks related to our limited history of commercial production; 

risks related to operating a mine;
risks related to accurately forecasting 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; 

risks 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; 

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