Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report: October 28, 2024

(Date of earliest event reported)

GOLDRICH MINING COMPANY

(Exact name of registrant as specified in its charter)

Commission File Number: 001-06412

Alaska
(State or other jurisdiction of incorporation)

91-0742812
(IRS Employer Identification No.)

2525 E. 29th Ave. Ste. 10B-160

Spokane, Washington 99223

(Address of principal executive offices, including zip code)

(208) 697-1641

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01 Regulation FD Disclosure

Goldrich Mining Company (the “Company”) is pleased to announce it has engaged Castle Placement, LLC to complete a comprehensive Financing Package to raise aggregate gross proceeds of up to $20 million. The financing packaging is expected to include a $10 million public offering consisting of up to 200 million common shares of the Company at a price of $0.05 per share as well as $10 million in forward gold sales at a fixed price of $1,200 per ounce. The Company intends to use net proceeds from the financing package to restart mining operations at its Little Squaw Creek placer mine in Alaska.

A copy of the press release is attached as Exhibit 99.1 and is incorporated herein by reference.

In accordance with General Instruction B.2 of Form 8-K, the information in this report, including the exhibits attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“the Exchange Act”), nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description

	99.1	Press Release, October 28, 2024*
	104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Furnished to, not filed with, the SEC pursuant to Item 7.01 above.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

GOLDRICH MINING COMPANY

(Registrant)

Dated: October 30, 2024

By:

/s/ Ted R. Sharp

Ted R. Sharp Chief Financial Officer

Exhibit 99.1

Goldrich Mining Announces $20 Million Strategic Financing Package to Restart Operations at Chandalar Gold District, Alaska

SPOKANE, WA – October 28, 2024 - Goldrich Mining Company (OTCQB: GRMC) (“Goldrich” or the “Company”) is pleased to announce it has engaged Castle Placement, LLC (“Castle”) to complete a comprehensive Financing Package (the “Financing Package”) to raise aggregate gross proceed of up to $20 million. The Financing Packaging includes a $10 million Public Offering (the “Public Offering”) consisting of up to 200 million common shares (the ”Common Shares”) of the Company at a price of $0.05 per Common Share as well as $10 million in Forward-Gold Sales (“Forward-Gold Sales”) at a fixed price of $1,200 per ounce. The Public Offering will be conducted on a private placement basis to persons in the United States who are “accredited investors”, as such term is defined in Rule 501(a) of Regulation D (“Regulation D”) under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), and in compliance with Rule 506(b) of Regulation D and applicable United States securities laws.

The Company intends to use net proceeds from the Financing Package to re-commence mining operations at its Little Squaw Creek placer mine (“Little Squaw”) in Alaska. Based on results of the independent Initial Assessment Report (“IA”) prepared by Global Resources Engineering (“GRE”) of Denver, Colorado, and subject to completion of the Financing Package, the Company anticipates re-commencing operations at Little Squaw in 2025.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

(All monetary references are expressed in U.S. dollars, unless otherwise indicated)

About Goldrich Mining

Goldrich Mining is a U.S. based resource company focused on developing the Chandalar gold district in Alaska, USA. The Company controls a land package spanning 23,000 acres of highly prospective gold targets and historic mines. Goldrich’s primary focus is on the discovery of a tier-one lode gold deposit while simultaneously working to monetize its significant placer asset.

For additional information regarding the Company or this news release, contact Mr. Steve Vincent via telephone at (612) 810-4280 or svincent@goldrichmining.com.

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 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 www.goldrichmining.com, 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.

Cover	Oct. 28, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Oct. 28, 2024
Entity File Number	001-06412
Entity Registrant Name	GOLDRICH MINING COMPANY
Entity Central Index Key	0000059860
Entity Tax Identification Number	91-0742812
Entity Incorporation, State or Country Code	AK
Entity Address, Address Line One	2525 E. 29th Ave.
Entity Address, Address Line Two	Ste. 10B-160
Entity Address, City or Town	Spokane
Entity Address, State or Province	WA
Entity Address, Postal Zip Code	99223
City Area Code	(208)
Local Phone Number	697-1641
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Information, Former Legal or Registered Name	Not Applicable