Goldrich Mining Company

Goldrich Mining Company

Goldrich Announces Closing of Private Placement Financing

Spokane, WA – May 31, 2011 - Goldrich Mining Company (OTCBB - GRMC) (the “Company”) is pleased to announce the closing of a private placement of its common stock and warrants to purchase shares of its common stock.  The private placement was oversubscribed and resulted in gross proceeds to the Company of approximately $2,070,000.  The proceeds of the private placement will be used to finance the Company’s 2011 hard-rock drilling gold exploration program at its Chandalar property in Alaska and general operating expenses.

Of the total issuance, officers and directors of the Company purchased 695,000 units, contributing $145,850 of the total proceeds of the private placement.  Such units were purchased on the same terms and conditions as the purchase of units by other investors in the private placement.

William Schara, President and CEO of Goldrich, commented, “We are excited to start our hardrock drilling program. We already have the drill on site and should be able to start drilling in the later part of June.”

Pursuant to the private placement, the Company sold 9,859,284 units at a price of $0.21 per unit. Each unit consists of one share of the Company’s common stock, one half of a Series H warrant and one half of a Series I warrant. Each full Series H warrant and Series I warrant is exercisable to purchase one additional common share of the Company at $0.30 and $0.40, respectively, for aperiod of five years following the date of issue.

The terms of the private placement include a call option for the Company.  In the event that the common shares trade at a weighted volume average price of greater than $0.50 or $0.60, respectively for the H warrants and I warrants, for a period of 20 consecutive trading days at any time following the issuance of the respective warrants, the Company may, in its sole discretion, accelerate the expiration date of the respective warrants by giving written notice to the holders thereof within 10 business days of the occurrence thereof, and in such case, the warrants will expire on the 20th business day after the date on which such notice is given by the Company. The Company granted resale registration rights to such investors.

This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein. None of the common stock or warrants were registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities law.  The securities were issued to qualified investors pursuant to exemptions from such registration requirements.  The warrants may not be exercised except pursuant to exemptions under the Securities Act and applicable state securities laws.

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

Goldrich Mining Company is engaged in the business of the discovery and mining of gold deposits. This endeavor carries certain risks that are commensurate with the potential rewards of such efforts. These risks cannot be quantified and should not be taken lightly.

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 our anticipated results and developments in the Company’s operations in future periods, planned exploration of its properties, plans related to its business and other matters that may occur in the future. 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, 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 property being in the exploration stage;
  • risks related our mineral operations being subject to government regulation;
  • risks related to our ability to obtain additional capital to develop our resources, if any;
  • risks related to mineral exploration activities;
  • risks related to the fluctuation of prices for precious and base metals, such as gold, silver and copper;
  • risks related to the competitive industry of mineral exploration;
  • risks related to our title and rights in our mineral property;
  • risks related the possible dilution of our common stock from additional financing activities; 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.