This report presents the results of the IA based on data collected from 2007 through 2018, including a mineral resource estimate updated to incorporate drilling completed in 2013 and 2017, as well as mining completed from 2015 through 2018. This report is intended to fulfill 17 Code of Federal Regulations (CFR) §229, “Standard Instructions for Filing Forms Under Securities Act of 1933, Securities Exchange Act of 1934 and Energy Policy and Conservation Act of 1975 – Regulation S-K,” subsection 1300, “Disclosure by Registrants Engaged in Mining Operations.” The mineral resource estimate presented herein is classified according to 17 CFR §229.1300 – (Item 1300) Definitions.

This IA is preliminary in nature and includes Inferred Mineral Resources that are considered too speculative geologically to have the economic considerations applied to them that would enable them to be

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The Chandalar Gold Project is located in north-central Alaska, north of the Arctic circle, on Alaska state land surface along the southern flank of the Brooks Range. The property is situated at approximately 67°33'N latitude and 148°10’W longitude, roughly 190 air miles (306 kilometers [km]) north of Fairbanks and 48 air miles (77 km) east-northeast of the community of Coldfoot.

Goldrich (formerly the Little Squaw Gold Mining Company) holds approximately 23,000 acres (9,300 hectares [ha]) of minerals rights covering much of the Chandalar Mining District. The property consists of 23 patented federal mining claims and 197 Traditional and MTRSC 40-acre State of Alaska unpatented mining claims. The claim block covers all or portions of:

·Sections 1, 12 and 13 of R4W, T31N 

·Sections 1-11, 15, 16 and 21 of R3W, T31N 

·Sections 4-6 of R2W, T31N 

·Sections 22-28 and 31-36 of R3W, T32N 

·Sections 28-33 of R2W, T32N 

Prior to August 8, 2019, the Chandalar mine surface placer deposit was leased by Goldrich NyacAU Placer, LLC (GNP), a 50/50% joint venture between Goldrich and NyacAU, to mine the various placer deposits that occur throughout Goldrich’s 17,100-acre Chandalar gold project in Alaska. NyacAU was the manager of the joint venture.

On August 8, 2019, Goldrich announced that the joint venture was dissolved because GNP failed to meet the Minimum Production Requirements. According to the terms of the joint venture operating agreement, GNP was required to pay a contractual Minimum Production Requirement of 1,100 ounces for 2016, 1,200 ounces for 2017, and 1,300 ounces for 2018 to Goldrich by October 31, 2018. The Minimum Production Requirement for each year was determined based on the spot price of gold on December 1 of the preceding year.

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The Chandalar project includes several sites of historical mining activity, including both placer gold operations along local creek valleys and lode gold mines in higher elevations. There are few non-reclaimed placer tailings remaining at surface, and no outstanding reclamation is required in those areas. Tailings impoundment ponds from a permitted load mine and milling operation in the late 1980s were sealed in the early 1990s with approval of the Alaska Department of Environmental Conservation (ADEC).

Several minor issues related to historical lode gold mining and processing activities, specifically at the Tobin Creek mill site, were identified in the 1980s by the ADEC. The property lessee declared bankruptcy soon thereafter and did not perform the clean-up; Goldrich carries a current $100,000 accrued remediation cost to execute the approved plan.

Mr. Breckenridge completed a first principal estimate for reclamation of the Chandalar mining area disturbed by GNP’s mining activities to the US Army Corps of Engineers (ACOE) permit-approved reclamation plan, which included backfilling all waste into the existing mining pits and re-establishing pre-mining ground contours. The estimate showed reclamation costs of approximately $18.0 million. GRE has proposed a new reclamation plan that will include concurrent backfilling of the new pits to new contours that would include ponds and would not bring the pits to pre-mining contours. In addition, some waste material would remain on waste piles. The costs and work to complete the new reclamation plan are included in this IA and the results reported are net of all costs for reclamation.

Air access to the project area is available year-round via aircraft from Fairbanks to Goldrich’s 5,000-foot (1,520-meter) airstrip at Squaw Lake. Overland access is available only during the winter season and is provided by a 78-mile-long (126-km-long) ice road from Coldfoot to the state-owned airport at Chandalar Lake. From Chandalar Lake, the project is accessed either by a 17-mile (27-km) winter dozer trail to Goldrich’s airstrip and camp at Squaw Lake or by a 7-mile (11-km) pioneer road along Tobin Creek to the Tobin Creek mill and mine camp. The Squaw Lake and Tobin Creek camps are connected to all major prospects in the district via a 27.5-mile (44-km) network of all-season mine roads.

Local terrain is rugged and steep, consisting of talus-covered hill slopes and deeply incised, alluvium-filled valleys. The higher elevations are barren of vegetation except for moss, lichen, and some grasses, and the

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The Chandalar district has gone through numerous owners beginning in 1909 up to the present-day ownership by Goldrich.

The long and storied history of prospecting and mining in the Chandalar district is described in detail in several reports: Wolff (1997); Barker and Bundtzen (2004); Strandberg (1990); Barker et.al. (2009). Rich gold placer deposits were first discovered in the district in 1905 along Little Squaw Creek, within the present day Chandalar project area, which was followed by a flurry of prospecting activity, ultimately leading to the discovery of bedrock lode deposits. Maddren (1910) reports that by 1909, four principal auriferous quartz veins had been identified. To date, more than 30 lode deposits and historic lode prospects are known to occur within the Chandalar project area alone.

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The Chandalar district is largely or entirely underlain by the Coldfoot subterrane, which consists mainly of Proterozoic to Lower Paleozoic metasedimentary schist intruded and overlain by bimodal metavolcanics and granitic rocks of Devonian age. In the Chandalar district, metamorphic rocks of the Coldfoot subterrane include schist, phyllite, and slate, with minor amounts of meta-gabbro and meta-diabase. The metamorphic rocks in the Chandalar project area are divided into Upper Plate (Mikado phyllite, Quartz-chlorite-muscovite schist, light grey, blocky, quartz-rich, muscovite-oligoclase schist) and Lower Plate (black schist, phyllite, slate, and quartzite) sequences that are separated by a major low-angle thrust fault plane. (Barker, et al., 2009; Mendham, et al., 2018)

Prior to the Pleistocene glacial advances, ground surface in the project area was low relief. Ancestral drainages, like Little Squaw Creek, were immature second-order streams that formed relatively large alluvial fans on the base level lowland to the north. Pre-glacial surficial features were buried under ice and, ultimately, lateral moraines and meltwater silt, clay, and glaciofluvial marginal deposits. There, the sedimentary section can be divided into a barren upper glacial till section and a lower gold-bearing fluvial section. Locally, the contact between the two is sharp, but typically there is a mixed zone between the two and, overall, the contact is gradational. (Barker, et al., 2009; Mendham, et al., 2018)

Lode mineralization has been identified in veins, one with an exposed length of 150 feet and with widths from 2 to 10 feet. Most vein systems are closely situated within or in the adjacent hanging wall of the major shear faults, but there are exceptions. The Chandalar vein systems sort into two groups. The first group (e.g., Mikado, Eneveloe, Pioneer) is discontinuously mineralized major quartz veins also associated with subparallel gold-bearing lenses, parallel veins, and stringer and sheeted zones, within enveloping zones of

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Lode gold occurs throughout the Chandalar property in definable systems of veins, veinlets, disseminations, and auriferous lenses of quartz within or adjacent to northwest-trending shear zones. Lode gold deposits of the Chandalar mining district were previously classified as low-sulfide, quartz-sulfide-gold epithermal vein deposits (Ashworth, 1983). However, Bolin (1984) and Rose et al. (1988) concluded that evidence of boiling did not exist and that the veins were apparently mesothermal, implying deep-seated mineralized systems. A 2004 data review for LSGMC (Barker, et al., 2004) concurred with a mesothermal classification. Data from four exploration seasons support interpretation of the Chandalar veins as metasediment-hosted, orogenic, low-sulfide mesothermal deposits.

Placer gold in the Chandalar Mining district was liberated from lode sources of the former highland weathering surface. The Little Squaw Creek is a second-order stream with valuable gold deposits concentrated in placers in its upper reach and in a wide alluvial fan placer where it exits the canyon. This deposit is geologically characterized as an aggradational placer gold deposit. It is unusual in the sense that it is the only such known alluvial, or placer, gold deposit in Alaska, although many exist in Siberia.

Other than drilling, exploration activities carried out by Goldrich include: local mapping of about 40 identified prospect areas; collection and geochemical analyses of approximately 1,350 soil, 1,305 rock, 67 stream sediment, and 11 water samples; preparation of anomaly maps; a trenching program of 45 trenches with collection of about 550 trench-wall channel samples; and ground magnetometer survey grids of 15 prospect areas and survey lines totaling 28 miles.

To date, Goldrich has collected and assayed a total of 3,431 surface samples covering approximately 65% of Goldrich’s property and analyzed approximately 4,500 drill samples.

Two airborne geophysical surveys have also been completed. In 2011, approximately 770 line-miles (1,246 line-kilometers) were flown by an international geophysical contractor over the entire Chandalar property along flight lines 100 meters apart. In 2014, Goldrich completed another airborne radiometric and magnetic survey, also approximately 770 line-miles (1,234 line-kilometers) to test an intrusion-related model for emplacement of lode quartz-gold occurrences.

In 2006, Goldrich conducted a 7,763-foot reverse circulation, 39-hole reconnaissance-level lode exploration drill program on nine of some thirty gold load prospects.

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Pan and trench sampling were performed as early-phase exploration to collect sufficient information on which to base future drilling. Drilling on placer targets was performed in 2007, 2013, and 2017, and the collective results were used to support the mineral resource estimate.

Sample preparation included the following:

·Samples were collected from the surface to bedrock every five feet in 2007 and 2013, and every two feet in 2017. 

·Typically, two to three buckets of placer material were collected per sample interval. The volume of each sample was measured with a measuring stick, recorded in the inventory notebook, and re-entered into the field panning log. 

·Standard panning techniques, including double panning, reduced the sample to a high-grade pan concentrate. The pan concentrate was rinsed into a labelled plastic bag with a zip-lock closure.  

·Placer sample concentrates, stored in U.S. Army ammunition cans, were placed into a heavy-duty aluminum strong box in the drill geologist’s office. Placer concentrates received in the Fairbanks laboratory were immediately entered into the laboratory’s Sample Inventory Log to check for missing sample intervals. 

·Samples were then organized and double-panned into a tub in which all pan tailings were accumulated (composited) for a discreet drill hole. 

·A high-grade pan concentrate was produced, from which all visible gold was extracted using a pipette. The gold was transferred to a labelled glass vial for further analysis. 

·The remaining pan concentrates were transferred to an aluminum weighing boat and dried over low temperature heat. When dry, the heavy minerals were described by relative abundance with the aid of a binocular microscope. 

·The pan concentrate was weighed and placed in a labelled paper envelope for storage. 

·The accumulated pan tailings for each hole were dried and saved in a labelled, sealed plastic bag. 

·In skilled hands, a nearly clean separation of gold from gangue can be made, and the resultant fractions were dried in the finishing pan over low-temperature heat. 

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GRE QPs Dr. Samari and Ms. Lane visited the property on September 4 and 5, 2019. In addition to visiting the Chandalar placer area, the party toured all existing facilities and observed all equipment remaining from previous phases of exploration and mining activities. Drill hole collars had been obliterated by mining activity, making it impossible to confirm drill hole locations. Instead, GRE checked the approximate locations of the drilling lines at Chandalar from line 1.2 in the north to line 10 in the south.

Field observations made during the site visit generally confirm previous reports and maps of the geology of the project area. Based on the results of GRE’s review of the sampling effort, verification of drilling lines and their profiles in the field, gold grade check sample analysis, the results of the QP’s on-site sampling and panning, and the results of both manual and mechanical database audit efforts, the QP considers the gold grade data contained in the project database to be reasonably accurate and suitable for use in estimating mineral resources.

Chandalar project is a placer deposit that uses gravity recovery. Any gold contained within the rock matrix of the gravel that is not recovered in a gravity concentrate is not included in the estimation of head grade or incorporated in the recovery. The gold recovered in the gravity concentrate is the recoverable gold, i.e., gold recovery of the concentrate is 100%. Historical mining validates this observation.

Mining operations in 2009 and 2010 at Chandalar employed a traditional wash plant consisting of a feed hopper with water sprays to move the material into a rotating trommel, after which the undersize reported to a series of sluice boxes fitted with riffles and miner’s moss. Mining operations from 2013 through 2018 used a feed hopper and screens with water sprays instead of a trommel.

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The Chandalar resource database includes 395 drill holes, totaling 35,930 feet (104 2007 drill holes totaling 15,373.4 feet, 61 2013 drill holes totaling 6,253.7 feet, and 230 2017 drill holes totaling 14,303 feet). The Goldrich-provided database contained several grade fields, including one named “Grade_HL” and another named “composite au 2013,2017.” The 2007 and 2013 drilling samples (5,042 samples) were analyzed by Goldrich (contained in the Grade_HL field) and 7,671 (contained in the composite au 2013,2017 field) were analyzed by NyacAU, of which 5,632 were used, resulting in 10,674 assay values in the complete data set.

Gold grades from the 2007 campaign were provided as 999 fine gold values. Grades for the 2013 and 2017 drilling were provided in raw gold with an 870 fineness. GRE converted the 2007 values to raw gold (870 fineness) to create a consistent data set of raw gold for the resource estimation. Drill intervals with missing assay values were set to 0 under the assumption that they were deemed unmineralized intervals by the geologist during the sample selection.

A Goldrich consulting geologist, Cherrie Lam, created a pay gravel wire frame solid using a 0.002 oz Au/bank cubic yard (bcy) cutoff to describe the mineralized volume of the pay gravel. GRE reviewed the wire frame solid and used it to constrain the resource estimate and to prevent excessive dilution from material outside the pay gravel.

Because the project has been previously mined and partially backfilled, current ground topography does not represent the mined-out areas of the project. Ms. Lane created a surface representing the mined-out bottom from a series of topography contour files conducted at various times throughout the mining.

The assay data was composited to a length of 10 feet. Ms. Lane analyzed the composite values and determined that capping was not necessary.

Block grades were estimated by a single pass estimator using the inverse distance cubed (ID3) method. Remaining mineral resources are classified as Measured, Indicated, or Inferred based on the minimum distance to a composite value as follows:

·Measured: 0-75 feet 

·Indicated: 76-150 feet 

·Inferred: 151-400 feet 

The deposit is a frozen (permafrost) placer that requires conventional open pit mining methods using drill, blast, load, and haul mining methods to mine the frozen gravels, rather than more conventional placer mining methods. Previous operators used the conventional open pit mining methods.

Ms. Lane generated pit shells using Whittle Lerchs-Grossman software using reasonable mining assumptions of $4.50/bcy mining cost, $7.25/ore bcy processing and G&A cost, fineness of 84%, and pit slopes of 45 degrees. Twenty-eight pit shells were generated using gold prices ranging from $300/Au raw ounce to $3,000/Au raw ounce, in increments of $100/Au raw ounce. After a preliminary review of the pit shell data economics, Ms. Lane focused on the $1,400/Au raw ounce pit shell. The pit shell was imported into Geovia GEMS software, where it was segregated into six separate pits or pit pushbacks designated as Lower Pit A, Lower Pit B, Lower Pit C, Upper Pit A, Upper Pit B, and Upper Pit C. Each pit/pushback was designed with haul roads.

In a Multi-Scenario Economic Model, GRE evaluated 30 cases:

·Three phasing options: 

·Five cutover grades (the grade that distinguishes high-grade material from low-grade material): 0.004 opy, 0.006 opy, 0.008 opy, 0.010 opy, and 0.012 opy 

·Two production rates: 

oThe “ramp-up” production option: 4,000 bcy/day for the first year and 8,000 bcy/day for all subsequent years (a single wash plant can process 4,000 bcy/day) 

o4,000 bcy/day for the project duration 

For cutover grades higher than 0.004 opy, which is considered the economic cutoff grade (see equation below), low-grade material would be stockpiled for processing following completion of all high-grade material processing.

To calculate the economic cutoff grade, GRE used typical placer mining costs of $3.25/bcy processing + $3.00/bcy G&A.

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In addition, for the ramp-up production options, GRE included gradual ramp-up from 4,000 bcy/day to 8,000 bcy/day for the first two months of the second year.

High-grade material stockpiled during the first-year ramp-up to full production and low-grade stockpiled material was scheduled to be processed after completion of regularly scheduled high-grade material processing. The schedule resulted in a project life of five years.

A final reclamation plan was developed that provides for partial backfilling of the pits. As much as possible, waste material will be backfilled into the pits concurrent with mining activities.

The mine layout would include a process wash site, high-grade and low-grade ore material stockpiles, interim waste dumps required to store waste that cannot be directly backfilled into the pits, and final waste dumps for material not scheduled to be returned to the pits.

The process material and waste would be drilled and blasted using a rotary crawl driller and ammonium nitrate fuel oil (ANFO). Processable material would be hauled using dump trucks from the pit to the wash plant, while waste rock would be hauled using dump trucks to the interim waste dumps or previously mined pit.

The evaluation uses Caterpillar 745G trucks, with a heaped capacity of 32.7 loose cubic yards, and Caterpillar 982M loaders, with a bucket capacity of 5 loose cubic yards.

Surface and in-pit haul roads are designed with a width of 45 feet. The maximum road grade in pit is 10%.

Ms. Lane used a 20-foot bench height with a 68.2-degree batter angle for the Chandalar pit designs. The 20-foot bench height was selected to satisfy the degree of selectivity anticipated for the grade control effort and to minimize dilution. Catch benches would occur on every bench with a width of 12 feet. This results in overall inter-ramp pit slopes of 45 degrees.

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The project has been successfully explored and has supported mining and washing plant operations since 2012. The current infrastructure includes:

·27.5-mile (44-km) network of all-season mine roads 

·5,000-foot airstrip capable of landing C-130s (“Hercs”) plus a 4,400-foot abandoned airstrip 

·Camp facilities (some owned by NyacAU) 

·Generators for the camp and shops 

·Shops  

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Placer gold is readily marketable and market studies are not needed.

The Chandalar mine has been permitted by the ACOE for reclamation work required to return the property to pre-mining conditions after completion of mining activity.

Permit number POA-2009-366, now on its third modification, was issued on April 8, 2019, and was modified to require the permittee to conduct reclamation on the Upper and Lower Mine Pits, discharging approximately 2,700,000 cubic yards of overburden material into mine pits that were excavated in wetlands and uplands, re-contouring the landscape, and restoring approximately 6,070 linear feet of stream channel. The time limit for completing the work authorized ends on April 30, 2024; however, request for a time extension may be submitted up to one month before permit expiration.

Mr. Breckenridge reviewed the prior reclamation plan and found that it required significant modification to match the requirements of the future project. As a result, Mr. Breckenridge prepared a revised reclamation plan in accordance with what are believed to be acceptable governmental environmental requirements. The current reclamation plan includes the reclamation to modified streambed topography, and the formation of a post-mining pond. Mine waste piles, stream channels, roads, plant areas, the airstrip, and other impacted ground will be reclaimed and revegetated in accordance with existing laws. Concurrent reclamation will be prioritized in the mining operation.

Capital costs for the project include mining production and support equipment leases that assume 25% down payment of the purchase price and a lease term varying from 20 to 26 quarters, depending on the piece of equipment and when it is needed on the project at 5% interest, a heavy equipment shop and fuel station, process equipment, camp, and site development. Facilities such as dry, cap magazine, guard house, office, and warehouse are either already available on site or will be outfitted from shipping containers. The estimated capital costs total $25.6 million, with initial capital of $15.1 million. GRE obtained vendor quotes for much of the capital costs. Other costs were estimated based on GRE’s experience, GNP historical cost data for the project, and InfoMine resources (InfoMine, 2018; InfoMine, 2020).

Operating cash costs are based on a surface mine plan, haul cycle analysis, drill and blast cost analysis, with delivery to the remote mining site by either air (landing strip at the mine site) or by Cat train. Remote labor rates and burdens were used that are consistent with other remote mining operations in the arctic region of Alaska. Power costs for the camp and wash plants is based on generated power using diesel fuel. The

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The Chandalar district is located in a remote portion of Alaska in the Brooks Range. The district has hosted both placer and lode gold production since the early 1900s. The remote location and harsh winters have limited access, making large scale exploration and mine production difficult. This moderated the success of past efforts. The more recent access to the site via winter road and modern air strips have opened up the

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This IA is preliminary in nature and includes inferred Mineral Resources that are considered too speculative geologically to have the economic considerations applied to them that would enable them to be categorized as Mineral Reserves under 17 CFR §229.1300 – (Item 1300). Readers are advised that there is no certainty that the results projected in this initial assessment will be realized. There is inherent engineering and metallurgical risk in all projects at this early stage of development, which are reduced as metallurgical test work and engineering studies, including the prefeasibility and feasibility studies, progress. This project, as with others, would be negatively impacted should gold recovery prove to be less than that used in the study (due to clay or other factors) or positively impacted higher grades are encountered. Similarly, if further geotechnical or reclamation requirements change, the project could be impacted positively or negatively. The largest likely impact would be future changes in the price of gold.

The site has low environmental and permitting risk; however, prior reclamation plans had nearly-complete backfilling. There is a small probability that similar backfilling would be required. This would result in higher closure costs.

The final topographic surface GRE used for the resource estimate stitched together the final 2018 survey completed by GNP on 21 September 2018, which is limited to the areas immediately surrounding the mined areas, and the translated 2019 LIDAR survey. This stitched together surface constitutes a small risk to the estimated resources, but because the 2018 surface would be lower than the 2019 surface due to backfilling that may have occurred in 2019 and due to the fact that there was no mining conducted in 2019, GRE believes the estimated remaining in-situ resource would not change with the 2019 topographic surface but that there could be additional waste backfilled above the estimated resource.

Similarly, the stitched together mining extents of mining could represent a risk if the surfaces provided to GRE do not fully encompass the mining completed by GNP.

Ms. Lane has identified the following opportunities:

·Lode exploration potential 

·Other placer deposits on Goldrich controlled ground 

·Additional placer gold potential downstream of the currently explored area 

·Variable cutoff grade strategies 

·Winter pre-stripping of waste  

·Mine plan optimization 

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The Chandalar placer deposit has been successfully mined, and approximately 156,000 raw ounces of gold remain and appear to be recoverable with conventional mining and placer gold wash plant operation. In order to begin operations, permits need to be acquired, either through negotiation with NyacAU, or new operating permits must be obtained.

A detailed mining plan should be created to carefully plan material movement to concurrently reclaim the mine with operations.

A geologic model of lithology and clays would be helpful to optimize the mine plan.

Ms. Lane recommends the company proceed to a Pre-Feasibility Study (PFS) concurrent with obtaining new operating permits. Once the operating permits are in place and the PFS has been published, Ms. Lane recommends the company proceed with plans to restart operations.

The mine will require modified permits with the ACOE. These should commence as soon as possible to avoid delays.

Ms. Lane recommends compiling all existing geologic data, property-wide, and conducting new mapping and geophysical surveys of high priority targets in preparation for drill campaigns.

The coordinate system for the project is a local Imperial coordinate system; some surveying has been conducted in this local coordinate system while others have been performed in UTM NAD83. Ms. Lane recommends adding the UTM coordinates to the drill hole database and using that grid and metric measurements for all project work going forward.

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Goldrich Mining Company (Goldrich) is a U.S. based mineral resource company focused on developing the Chandalar gold district in Alaska, USA. Goldrich has retained Global Resource Engineering, Ltd. (GRE) to prepare this Initial Assessment (IA) for the Chandalar deposit within the greater Chandalar Gold Project area, located along the southern flank of the Brooks Range in north-central Alaska.

This report presents the results of the IA based on data collected from 2007 through 2017, including a mineral resource estimate updated to incorporate drilling completed in 2013 and 2017, as well as mining completed from 2009 through 2018. This report is intended to fulfill 17 Code of Federal Regulations (CFR) §229, “Standard Instructions for Filing Forms Under Securities Act of 1933, Securities Exchange Act of 1934 and Energy Policy and Conservation Act of 1975 – Regulation S-K,” subsection 1300, “Disclosure by Registrants Engaged in Mining Operations.” The mineral resource estimate presented herein is classified according to 17 CFR §229.1300 – (Item 1300) Definitions.

This IA is preliminary in nature and includes Inferred Mineral Resources that are considered too speculative geologically to have the economic considerations applied to them that would enable them to be categorized as Mineral Reserves under 17 CFR §229.1300 – (Item 1300). Readers are advised that there is no certainty that the results projected in this IA will be realized.

The Qualified Persons (QPs) responsible for this report are:

·Hamid Samari, PhD, MMSA 01519QP, Senior Geologist, GRE 

·J. Todd Harvey, PhD, SME 4144120RM, Director of Process Engineering, GRE 

·Terre A. Lane, MMSA 01407QP, SME 4053005RM, Principal Mining Engineer, GRE 

·Richard Hughes, PE (AK EM-5531), Goldrich 

·J. Larry Breckenridge, PE, (CO 38048) Principal Environmental Engineer, GRE 

Ms. Lane and Dr. Samari conducted a personal inspection of the Chandalar deposit on September 4 and 5, 2019. Dr. Samari, Dr Harvey, Ms. Lane, and Mr. Breckenridge are collectively referred to as the authors of this IA.

Table 2-1 identifies QP responsibility for each section of this report.

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Note: Where multiple authors are cited, refer to author certificate for specific responsibilities.

The following information was provided by Goldrich:

·Drill hole records 

·Project history  

·Sampling protocols 

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Unless otherwise stated, all measurements are reported in U.S. imperial units, volumes are presented as bank cubic yards, and grade is reported as troy ounces per bank cubic yard (opy).

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GRE QPs have fully relied upon and disclaims responsibility for information provided by Goldrich regarding property ownership, mineral tenure, and permitting and environmental aspects of the project. Such information is presented in Sections 4 and 5 of this report.

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Twenty-nine of the 40-acre claims were located prior to September 2003; the remaining 30 of the 40-acre claims together with all 138 of the 160-acre claims were located between September 2003 and 2011 under new Alaska state Meridian-Township-Range-Section-Claim (MTRSC) staking regulations. These newer claims were purposely staked to overlap parts of the older claims to cover any fractional land segments. For this reason, the total area of the unpatented claims is not exactly known but is thought to be approximately 22,858 acres (9,250 ha).

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Estimates of lode gold resources for unmined portions of the Mikado, Little Squaw, Summit, and Eneveloe lodes were compiled by Strandberg (1990). He based the estimates on polygonal blocks measured from longitudinal sections constructed from all available historical surface and underground mapping, sampling, drill data and other information collected by many previous operators in the district. He provides almost no details regarding the specific parameters used in the estimations other than a tonnage factor of 12 cubic feet/ton (equivalent to a specific gravity of 2.86).

Cautionary statement: The mineral resource estimates presented in the following table pre-date 17 Code of Federal Regulations (CFR) §229, “Standard Instructions for Filing Forms Under Securities Act of 1933, Securities Exchange Act of 1934 and Energy Policy and Conservation Act of 1975 – Regulation S-K,” subsection 1300, “Disclosure by Registrants Engaged in Mining Operations.”. These historical results describe mineralization relevant to ongoing exploration but have not been verified by the authors of this current report and should not be relied upon. They are reported here for historical purposes only.

For the purpose of estimating placer resources, the gold-bearing section, including two to three feet of bedrock of each drill hole (or the maximum depth of 210 feet), was composited and treated as a bulk deposit. This gave two mine sections: 1) the barren overburden section and 2) the potentially economic gold-bearing or pay section. Profiles for each drill line were created, and the top-of-pay and base-of-pay was drawn using a nominal fine gold cut-off grade of 0.004 ounces per cubic yard (opy). Barren and sub-economic intervals within the pay section were included to derive the average grade for the drill hole, giving the bulk amount of gold potentially available for extraction. Right and left limits to the resource blocks were selected where a clear truncation of the pay streak was observed on a drill fence due to diminished values of gold or a geologic feature such as steeply rising bedrock, otherwise they were inferred 50 feet beyond the end of a line that was open to further continuity of mineralization.

To determine the corresponding overburden volume and stripping ratio for each fence line, a 45-degree highwall was drawn to the surface on the lateral extents of each section. The interception point of the highwall to the surface was then plotted on plan view, and a crest or pit limit was drawn on plan view.

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Portions of this report section are adapted from Barker, et al. (2009) and Mendham et al. (2018). The author has reviewed this information in detail and finds it reasonably accurate and suitable for use in this report.

Source: Mendham and Lam (2018)

In the southern Brooks Range, the Arctic Alaska terrane is composed of five subterranes, which are (from north to south) the Coldfoot, Hammond, Endicott, Delong Mountains, and North Slope subterranes. Each of the five subterranes is bounded by regional, east-west trending, northerly-directed, low-angle thrust faults. These thrust faults are compressional features formed by the collision of an ancient continental landmass to the north with an assemblage of oceanic rocks (known as the Angayucham Terrane) to the south. The

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Northeast, east-west, and to a lesser extent, northwest trending structures are the major features on the south flank of the Brooks Range (Dillon, 1989; Moore, et al., 1994; Chipp, 1970; Brosgé, et al., 1964). Large fold structures with 5- to 15-mile wave lengths generally trend northeast across the central Chandalar quadrangle. The Baby Creek batholith, about ten miles west of the Chandalar project, forms the core of a large northeast-trending anticlinorium (Duke, 1975; Dillon, et al., 1996). The structural deformation of the region is typified by several stacked thrust panels that successively overlie a basement of unknown composition and age. According to Dillon (1982; 1989), two or possibly three periods of regional dynamo-thermal metamorphism have affected the layered rocks in the Coldfoot and Hammond subterranes, imprinting S_1-3 cleavage surfaces. The first prograde metamorphism, which increases in intensity in a southerly direction, resulted in the development of regionally penetrative layer-parallel cleavage (S₁) and development of upper greenschist to lower amphibolite facies metamorphic conditions. Till (1992) and Dusel-Bacon (1994) cite evidence for Proterozoic and possibly Paleozoic pro-grade blueschist and retrograde amphibolite facies metamorphism in the Brooks Range, mainly west of the project area in the Ambler River area. During Jurassic to mid-Cretaceous time (K-Ar ages 154-172 Ma), the entire Brooks Range schist belt was subjected to low-pressure, high-temperature amphibolite facies conditions (Hitzman, et al., 1982; Dillon, 1989; Dusel-Bacon, 1994). During a second prograde metamorphism, the Hammond subterrane was subjected to two periods of progressive deformation producing northward-verging folds, semi-penetrative cleavage (S_2-3), and development of the lower greenschist facies retrograde metamorphism. Biotite and muscovite developed in this last period of metamorphism, having cooling ages ranging from 90-120 Ma (Turner, et al., 1979; Dillon, et al., 1989).

The major period of crustal shortening, thrust faulting, and isoclinal folding has been determined by faunal and isotopic control ages to be the Neocomian (130-140 Ma), which coincided with the collision of the Arctic Alaska terrane along the Kobuk suture zone and proto-Pacific “Angayuchum Ocean” (Mull, 1989). A much younger Albian to Turonian (80-110 Ma) uplift and plutonic event post-dated the Neocomian crustal shortening event and resulted in “gravity slide” tectonism that may have taken place during the late phase of regional greenschist facies, retrograde metamorphism (Dillon, 1989). The prominent S_2-3 foliation

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The Lower Plate rocks are locally intruded by weakly foliated to non-foliated greenstone sills or dikes of diorite-gabbro composition and igneous bodies of felsic to intermediate composition. The igneous bodies in the Lower Plate sequence have been assigned a Devonian age (Brosgé, et al., 1964), although age-dates from similar bodies elsewhere in the southern Brooks Range often return much younger metamorphic ages (Turner, et al., 1979).

·Mikado phyllite – sheared grey-to-black, highly carbonaceous and micaceous, pyrrhotite-bearing fissile schist and phyllite near the base of the Upper Plate. Weathers readily, rarely crops out, often forms slippery scree slopes. It is the principle constituent of rock glacier and landslide block deposits in the area. May be relatively thin, possibly no more than 300 feet (± 90 meters) thick but is more extensive than mapped and apparently underlies much of the area of the Upper Plate. It possibly represents a chlorite-altered, structurally pulverized lithologic horizon, i.e. a “mylonite.” Closely associated with much of the gold-quartz vein mineralization in the project area and likely source of much of the placer gold. 

·Quartz-chlorite-muscovite schist, locally a meta-turbidite schist – resistant to weathering, dominates outcrops and detrital debris in the area. Comprises about 65% of the Upper Plate in the project area. 

·Quartzose meta-turbidite schist – distinctive fine- to coarse-grained layered unit, gradational with the quartz-chlorite-muscovite schist (above). Resistant to weathering, often occurs along ridge crests. Comprises about 15% of the Upper Plate in the project area. 

·Distinctive light-colored, often green, actinolite-bearing, calcareous, meta-sandstone – locally forms resistant massive fine-grained outcrops. Found in the footwall of several disparate vein systems, e.g., Little Squaw Mine and Mikado Mine. 

·Light grey, blocky, quartz-rich, muscovite-oligoclase schist, locally garnet-bearing – of higher metamorphic grade than the other Upper Plate units, found in the eastern part of the project area. 

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Source of Aerial Photo: Google Earth

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