GOLDRICH MINING COMPANY (OTCMKTS:GRMC) Files An 8-K Other Events

GOLDRICH MINING COMPANY (OTCMKTS:GRMC) Files An 8-K Other Events
Item 8.01

Other Events.

On June 22, 2018, Goldrich Mining Company (the “Registrant” or the “Company”) announced receipt of a second tranche of the senior secured note financing announced in an earlier release dated February 13. The Company received an additional $480,000 from three current shareholders and, when added to the previous senior secured note financing net proceeds of $1,705,000, brings the total note financing to $2,185,000. The financing remains open for possible total net proceeds of $2,200,000.

The terms of the second tranche are identical to the terms of notes already issued under the financing, with 2,652,630 5-year warrants being issued at an exercise price of the higher of $0.03 per common share or the closing market price on the date of receipt of funds.

The Notes are secured by distributions received by Goldrich Placer LLC (“Goldrich Placer”) from Goldrich NyacAU Placer, LLC (“GNP). Goldrich Placer, a wholly-owned subsidiary of the Company, holds a 50% stake in GNP, the joint venture entity operating the Chandalar placer mine located 190 miles north of Fairbanks, Alaska. The Notes rankjunior to:

(i) any GNP Distributions that are only deemed to be made by GNP to Goldrich Placer to the Operating Agreement but are then withheld to Section10.1 of the GNP Operating Agreement; and

(ii) any GNP Distributions that are made by the GNP to Goldrich Placer to the GNP Operating Agreement but are then withheld to pay Loan 3 and 2012 reclamation expenses; and

(iii) anyGNP Distributionsthat are made by theGNPto Goldrich Placer to the Operating Agreement but are then used to pay legal fees relating to mediation/arbitration concerning distributions due to Goldrich Placer fromGNP; and

(iv) anyGNP Distributionsthat are part of the Chandalar Sale, described below; and

(v) anyGNP Distributionsthat are part of the GVC Sale, described below; and

(vi) anyGNP Distributionswhich are secured by the Company’s outstanding Senior Gold Forward Sales Contracts

The Notes rank senior to all other outstanding and future indebtedness of the Company and its subsidiaries and are pari passu to each other Note issued to the Loan Agreement. Repayment of all amounts owed under the Senior Secured Note financing are guaranteed by Goldrich Placer.

The Chandalar Sale relates to a purchase agreement, dated as of June 19, 2015,wherebythe Companysold and assigned toChandalar Gold, LLC (“Chandalar”)12% of any and all GNP Distributions, subject to the limitations set forth in thepurchase agreementand the related assignment.

The GVC Sale relates to a purchase agreement, dated as ofMay 22, 2015,wherebythe Companysold and assigned toGVC Capital LLC (“GVC”)0.50% of any and all GNP Distributions, subject to the limitations set forth in thepurchase agreementand the related assignment.


About GOLDRICH MINING COMPANY (OTCMKTS:GRMC)

Goldrich Mining Company is an exploration-stage minerals company. The Company is engaged in the business of acquiring and advancing mineral properties to the discovery points. The Company’s mineral exploration prospects are contained within its Chandalar property, located approximately 190 air miles north of Fairbanks, Alaska and over 40 air miles east of the Dalton Highway. The Chandalar property contains both the Company’s Chandalar hard-rock (lode) gold project and the Little Squaw Creek alluvial gold mine. The Company has completed approximately 15,000 feet of drilling on the upper half of the Little Squaw Creek placer project and outlined over 10.5 million cubic yards of mineralized material, at an average head grade of over 0.025 ounces of gold per cubic yard for an estimated total of approximately 250,000 contained ounces. The Company’s Chandalar property is approximately 22,860 acres, consisting of patented federal mining claims and unpatented State of Alaska mining claims.

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