GOLDRICH MINING COMPANY (OTCMKTS:GRMC) Files An 8-K Unregistered Sales of Equity Securities
Item 3.02

Unregistered Sale of Equity Securities.

On February 7, 2016 and on March 1, 2016, Goldrich Mining Company (the “Registrant” or the “Company”) closed private placements for total proceeds of US$20,000 and US$25,000. The Company sold 45 Series F Preferred Stock of the Company and warrants at a price per preferred share of $1,000.

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

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

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

Item 3.03

Material Modification to Rights of Security Holders

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

Item 5.03

Amendments to Articles of Incorporation

On March 1, 2017, the Company is in the process of filing an amendment to its Statement of Designation of Shares of Series F Preferred Stock (“Statement of Designation”). The resolution creating and authorizing the designation of 50 shares of Series F Stock, were filed with the Alaska Division of Corporations, Business and Professional Licensing (the “Division”). The Company’s board of directors approved the resolution to add an additional 100 shares to this Statement of Designation to Sections 308 and 315 of the Alaska Corporations Code (the “Code”) and Article Four of the Company’s articles of incorporation and the Company filed the Statement of Designation with the Division to Section 320 of the Code. As a result of this amendment, there is no change to the par value, liquidation, voting, conversion, or redemption rights

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.

GOLDRICH MINING COMPANY (OTCMKTS:GRMC) Recent Trading Information

GOLDRICH MINING COMPANY (OTCMKTS:GRMC) closed its last trading session down -0.0069 at 0.0245 with shares trading hands.