Spokane, WA - December 8, 2015 - Goldrich Mining Company (OTCBB: GRMC) (“Goldrich” or the “Company”) announces the Company has closed a private placement (the “Offering”) for total proceeds of US$250,000. The Company sold 250 Series C Preferred Stock of the Company and warrants at a price per preferred share of $1,000.
Each Series C Preferred Stock is convertible into common shares of the Company equal in number to $1,000.00 divided by $0.03 per share. The purchaser of each Series C Preferred Stock also received warrants to purchase shares of common stock of the Company equal in number to the total purchase price divided by 0.03 (rounded down), 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 Common Share.
NGB Capital Limited acted as the placement agent for the Offering and was paid a sales commission of 10% of gross proceeds raised from the Offering and placement agent warrants equal to 10% of the total number of warrants issued. Each placement agent warrant is exercisable to purchase one share of common stock of the Company at $0.03 and shall be exercisable for five years following the closing date.
In the event that the Company sells any or all of its assets, in any combination, whether pursuant to a merger, share exchange, stock purchase, business combination or other similar transaction, for aggregate total compensation greater than $3,000,000 within a one-year period following the date of issuance of the Preferred Shares, the Purchaser shall have the right to demand that the Company redeem all or some of the outstanding Securities (the Preferred Shares, the Warrants, the Warrant Shares and the Conversion Shares) at a redemption price equal to the aggregate purchase price of such Securities being redeemed plus an additional amount equivalent to the amount of interest that would have accrued on the aggregate purchase price of the Securities being redeemed at a rate of 15% from the date of issuance of the Preferred Shares through to the date of redemption.
Amendment of Notes Payable in Gold Contracts
Goldrich also announces it has amended its notes payable in gold contracts so that only 10% (52 ounces) of the original quantity of gold due under the notes payable, or the cash equivalent thereof, will be paid in 2015, with the remaining balance to be paid by November 30, 2016. Goldrich previously paid 10% of the original quantity due in 2014, so the remaining balance due in 2016 is approximately 395 ounces. Interest of 8% will be paid on the value of the remaining quantity of gold valued at the greater of the original gold price of the notes payable in gold contracts or the price of gold on November 30, 2015. If the price of gold on November 30, 2016 is less than the original gold price of the notes payable in gold contracts, an additional amount of gold will be paid to the note holders to compensate for changes in the gold price.
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 have been or will be registered under the United States Securities Act of 1933, as amended (the “Securities Act”) or any applicable securities laws of any state of the United States and may not be offered or sold absent such registration or an available exemption therefrom. 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 any applicable securities laws of any state of the United States