Press Releases

Goldrich Announces Closing of Private Placement Financing

Spokane, WA - November 21, 2011 - Goldrich Mining Company (OTCBB: GRMC) ("Goldrich" or the "Company") is pleased to announce the closing of a private placement for $500,000. The proceeds of the private placement are anticipated to be used for exploration and general operating expenses.

Goldrich closed the sale of 2.675 million units at a price of $0.20 per unit, each unit consisting of one share of the Company's common stock, one half of a Series J warrant and one half of a Series I warrant. Each full Series J warrant is exercisable for a period of five years following the date of issue to purchase one additional share of common stock of the Company at the greater of $0.30 or the closing market price of the Company's stock on the closing date of the private placement, as quoted on the Over-The-Counter Bulletin Board (the "OTCBB"). Each full Series I warrant is exercisable for a period of five years following the date of issue to purchase one additional common share of the Company at $0.40.

The terms of the private placement include a call option in favor of the Company. In the event that the shares of common stock trade at a weighted volume average price of greater than $0.50 or $0.60, respectively for the J 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, at 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 intends to grant resale registration rights to such investors as allowable under the rules of the United States Securities and Exchange Commission.

The private placement was financed by Regent Pacific Group Limited ("Regent"), a diversified mining group listed on the Hong Kong Stock Exchange. As a result of the private placements, Regent's ownership of Goldrich increased from 13.9 to 16.4 percent of the total shares issued and outstanding.

This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein nor may any sale of the securities described herein take place in any jurisdiction where such offer or sale is prohibited. None of the securities described herein have been or will be registered under the United States Securities Act of 1933, as amended (the "Securities Act"), or any securities laws of any state of the United States and may not be offered or sold absent such registration or pursuant to an applicable exemption from such registration requirements.


This news release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward looking statements concern use of proceeds and potential exercise of the warrants. 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, budgets, 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. Investors should not place undue reliance on any forward-looking statement and should consider the uncertainties and risks discussed in in the Company’s latest Annual Report on Form 10-K and Quarterly Report on Form 10-Q under the heading “Risk Factors”, filed with the U.S. Securities and Exchange Commission (the “SEC”) and available on the SEC website or, as well as the Company’s other SEC filings. 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.

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