Press Releases

Goldrich Mining Completes Senior Secured Note Financing

Spokane, WA – February 13, 2018 - Goldrich Mining Company (OTCQB - GRMC) (“Goldrich” or the “Company”) announces a senior secured note financing for net proceeds of $1,705,000. The financing remains open for possible total net proceeds of $2,200,000.

The secured senior notes mature on October 31, 2018, have an interest rate of 15% per annum, calculated on a 360-day year and payable monthly, and were issued net of a 5% original issue discount retained by the lenders. A total of 9,422,367 warrants were issued to the lenders. The warrants have an exercise price of $0.03 and expire on November 30, 2022.

Of the net proceeds raised to date, a total of $1,000,000 was received from a director of the Company who had made short-term loans totaling $900,000. The proceeds of the $1,000,000 loan were used in part to pay off these short-term loans along with accrued interest on the previously advanced funds. The Company also issued 442,105 warrants and paid finders fees of $30,000 to a related–party company owned by this director of the Company, representing an amount equivalent to a finder’s fee that would have been paid to an independent third party. The Company also agreed to reimburse up to $35,000 of legal fees incurred by the director in connection with this agreement. The balance of $705,000 of the net proceeds was primarily from other related-party shareholders with beneficial ownership interest.

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 rank (i) junior to the Company’s outstanding senior gold notes, (ii) senior to all other outstanding and future indebtedness of the Company and its subsidiaries, and (iii) pari passu to each other Note issued pursuant to the Loan Agreement. Repayment of all amounts owed under this Note is guaranteed by Goldrich Placer.

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.


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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