GOLDRICH MINING CO

On March 31, 2023 Goldrich signed a settlement with NyacAU, Dr. James and related entities that ends the arbitration and court disputes begun in 2017, conditional on Goldrich paying NyacAU $105,000 by April 30, 2023. It supersedes prior agreements except NyacAU's security for repaying 50% of LOC1, and the filing says GNP was formally dissolved in 2019 and is still winding up. A separate option lets Goldrich or a designee take over the placer mining permits, camp and equipment by giving notice by April 30, 2024 and paying $1,000,000 into escrow, assuming reclamation liability; NyacAU would then get production payments of at least 5% after the first 5,000 oz, up to the greater of $8.5M or 4,860 oz, with a minimum annual payment of $120,000 or 68 oz. This resolves the long-running JV dispute thread; whether the option is exercised is open.

material agreement

The Initial Assessment ordered in July 2020 was released: at a $1,650 gold price it shows an after-tax value (5% discount) of $64 million, a 139% internal rate of return, $72 million total after-tax cash flow, all-in sustaining costs of $799/oz, a 1.3-year payback and a 7-year initial mine life. It gives the first Measured and Indicated placer resource of 138,000 raw oz (120,000 fine) plus 19,000 raw oz Inferred, at Little Squaw Creek; capital cost is estimated at $25.6 million. These are preliminary study figures, not reserves, and the filing does not say how the capital would be funded.

resource reserve update

On August 20, 2018 the company closed another $980,000 of borrowing under the Senior Secured Notes first announced February 13, 2018, bringing net proceeds to $2,685,000 (the note can go up to $2,750,000), with $1,780,000 of the additional funds received from a director. It also reported Chandalar placer production began May 31, 2018, reaching 10,557 raw ounces (about 8,657 fine) through July, versus 7,262 raw ounces through July 2017. Separately it said the GNP joint venture is intended to be dissolved: NyacAU expects GNP to miss the minimum production requirement (1,100, 1,200 and 1,300 oz for 2016 to 2018, due by October 31, 2018), and the two are in arbitration with a final ruling and outcome not yet determined. If GNP is dissolved, its lease on the placer ground ends, which would resolve the long-running JV thread and change who holds the placer rights.

capital raising announcement

On December 9, 2016 the company closed the third and final Series E tranche for $100,000, completing the $300,000 raise on the same terms ($0.03 conversion, $0.045 warrants, 15% redemption right on asset sales above $3,000,000 within a year). It also amended the gold notes again: only 10% (52 oz) is paid in 2016, and the remaining roughly 343 oz is pushed from November 30, 2016 to November 30, 2017, with 9% interest (up from 8%) and a gold-price top-up. This continues the earlier deferral, so the gold-note obligation was not delivered by the November 2016 date set in the December 2015 amendment.

capital raising announcement

On December 8, 2015 the company sold 250 Series C preferred shares at $1,000 ($250,000), each convertible at $0.03 per common share, with matching warrants at $0.03 usable from one year after closing for a five-year term. The $0.03 price is well below the earlier $0.05-$0.055 raises, so dilution deepens. If the company sells assets for more than $3,000,000 within a year, the buyer can demand redemption at the purchase price plus 15% interest. Separately, the company changed its gold notes: only 10% (52 ounces) is paid in 2015, and about 395 ounces is due by November 30, 2016 with 8% interest and a gold-price top-up. This pushes back the ~500 oz due in November 2014 under the April 2013 notes, of which 10% was paid in 2014.

capital raising announcement

On June 23, 2015 the company raised $1.2 million by selling Chandalar Gold, LLC 12% of the future cash flows it receives from its 50% stake in the GNP joint venture, so its effective share falls to about 44% from 50% (CGL gets 6%). This is a new kind of funding that is not share issuance, though CGL also got 2,250,000 warrants at $0.07 for five years. CGL has an option to buy another 10% for $1.3 million before July 1, 2016. The placement agent GVC gets a 5% commission, a perpetual 0.5% interest in GNP distributions to Goldrich, and 1.2 million warrants at $0.05. Under the JV agreement, Goldrich's distributions are held back to repay the Nyac royalty loan (LOC2) until it is paid in full. The filing says commercial production of the Little Squaw placer is on track to start this year, but the release's boilerplate still says summer 2014. Proceeds are for working capital and reclamation at Chandalar.

capital raising announcement

On June 9, 2014 the company closed the first part of a private placement of 14,208,637 units at $0.055, raising about $781,000 for Chandalar development and general costs. Each unit is one share plus half a $0.11 five-year warrant, and officers and directors bought 487,272 units ($26,800). The price is far below the $0.15 to $0.21 levels of earlier raises, so the new shares dilute existing holders heavily. The press release now says commercial production is expected in summer 2015, a further delay from the summer 2014 expectation in January.

capital raising announcement

On January 29, 2014 the company agreed a senior unsecured note of up to $2,000,000 with Gold Rich Asia Investment Limited (Hong Kong), payable in six tranches through September 2014, with the lender free to decide whether to fund tranches 2 to 6. Only the first $300,000 was funded, each loan is due three years after it is made, and the lender receives five-year warrants (1,575,000 for the first loan; 10,500,000 if all are funded) at the greater of $0.15 or market. The note is guaranteed by Goldrich Placer LLC, and finders including a company controlled by board member Steve Vincent get a 3% cash fee and warrants (160,000 issued so far).

capital raising announcement

On April 3, 2013 the company took on new notes payable in gold of about $615,000 (about $572,000 net cash after a 7% finder's fee), to be repaid by delivering about 500 ounces of gold in November 2014, priced at a 25% discount to market. Noteholders also get half a warrant per dollar, exercisable at $0.40 for two years. This brings back the gold-note financing that was fully settled in 2011. The press release says Chandalar gold production is expected to begin by mid-June, with a 2013 goal of 8,500 ounces.

capital raising announcement

On May 2, 2012 the company signed the definitive operating agreement, completing the April letter of intent: the 50:50 joint venture Goldrich NyacAU Placer, LLC now exists, managed by Nyac, on the terms of about $8.5 million funding. Goldrich issued 2,364,865 shares at $0.148 ($0.35 million) and 300,000 options at $0.20 to Dr. J. Michael James of Nyac. The company also reports mining equipment has been mobilized to Chandalar (over $5 million invested including equipment Goldrich already bought), with production expected by June 2013 though possibly as early as summer 2012, and no SEC Guide 7 reserve defined. No loan advances occurred at closing.

capital raising announcement

On April 3, 2012 the company signed a binding letter of intent with NyacAU, LLC for a 50:50 joint venture to operate the Chandalar placer mines, with Nyac as managing partner. Nyac would provide a funding package of about $8.5 million (a roughly $7.2 million near-interest-free loan to the JV, a $0.95 million loan to Goldrich at the greater of prime plus 2% or 10% for drilling, and $0.35 million of equity), repaid from future production. Goldrich contributes a lease of its Chandalar placer rights. A formal operating agreement is due within 60 days or the JV is dissolved and the claims revert to Goldrich. Minimum production targets start in 2015. This moves the alluvial production work begun in 2010 toward a funded partnership, but gives up half of placer profits after loans are repaid.

capital raising announcement

The company said it has now satisfied all its notes payable in gold. It bought 213.413 ounces of fine gold for $358,641 on August 4, paid $190,941 cash on August 3 in lieu of 117.647 ounces, and converted 109.355 ounces of alluvial and 171.286 ounces of fine gold into 2,029,908 units in the July placement. This resolves the gold-delivery obligations (the 2009-2010 gold notes and the 406 and 191 ounces left after the February 2011 settlement).

capital raising announcement

The company closed a placement of 13.8 million units at $0.21 for about $2.9 million net, sold outside the US, each with a share plus half a Series J warrant (greater of $0.30 or market) and half a Series I warrant ($0.40), five-year. It plans to use proceeds to finish funding the 2011 Chandalar hard-rock drilling, fully repay roughly $960,000 of notes payable in gold, repay about $263,000 owed to a related party, and cover operating costs. More dilution, but it addresses the outstanding gold notes.

capital raising announcement

The company announced it closed an oversubscribed private placement raising about $2,070,000 gross, to fund its 2011 hard-rock drilling exploration program at Chandalar and general operating costs. Officers and directors bought 695,000 units ($145,850) on the same terms; drilling was expected to start in later June. Details of the units are in the companion filing.

capital raising announcement

The company was in default on gold deliveries due November 2010 under its gold forward contracts (the notes payable in gold from 2009-2010). It settled about 1,300 ounces by issuing 10,931,982 new shares, and moved about 191 ounces to November 2012 at a higher interest rate (lesser of prime plus 8% or 12%). This clears the default and leaves 406 ounces due October 2011 and 191 ounces due November 2012, but the share issue is significant dilution.

capital raising announcement

The company announced the close of its unit private placement: 4,105,998 units at $0.30 each (one share plus a half warrant at $0.55 for two years), for net proceeds of $1,231,780. This continues the April 2010 placement, of which 695,000 units were already reported, and the company says the money funded mining at Chandalar. It also says it received another $625,037 from gold notes in 2010 and bought $1,238,050 of equipment for its first significant step into gold production.

capital raising announcement

On April 1, 2010 the company announced $1,756,442 of new financing: $615,037 of notes payable in gold, $208,500 from selling 695,000 units at $0.30, and $932,905 of secured equipment vendor loans. About $1.3 million is to buy equipment to begin commercial production at Chandalar. The gold notes can be settled in gold or converted to stock at $0.45, and the units sit within a board-approved private placement of up to $7 million. This moves the company from exploration financing toward production financing and adds debt and warrants.

capital raising announcement

The company issued 5,072,328 common shares to RAB on February 27, 2009 by converting the $1,000,000 debenture and $14,465.75 of interest at $0.20 per share, after the maturity was extended from November 21, 2008 to February 27, 2009. This resolves the RAB debenture thread, removes that debt, and leaves 44,219,712 shares outstanding. The filing says the company did this to reduce costs and future commitments and is in cash conservation mode.

capital raising announcement

On December 29, 2008 the company closed a private placement of 225,000 shares of a new Series A Convertible Preferred Stock at $1.00 each, raising $225,000 from three investors. The preferred stock converts into common at $0.16667 per share, pays a 5% cumulative dividend (payable in cash, stock or gold from Chandalar), and ranks ahead of common shares in a liquidation at $2.00 per share. The company says it may sell more of this stock; the proceeds are modest relative to the 2009 Chandalar financing it says it still needs to secure.

capital raising announcement

On April 30, 2008 the company received an independent scoping study on the alluvial gold deposit it found in the Little Squaw Creek area of its wholly owned Chandalar property. The study estimates 243,621 ounces of gold in total, of which at least 216,602 ounces are recoverable (measured and indicated), at a cash cost of about $500 per ounce. This follows the 2007 trenching and drilling work at Chandalar. The company says the figures do not meet the SEC's standard for a mineral resource (Industry Guide 7) but that it believes they meet Canada's NI 43-101 standard, and it says no reserves exist until further drilling, a feasibility study and permitting are done.

resource reserve update

Effective November 21, 2005 the company sold RAB Special Situations (Master) Fund $1,000,000 of 6% convertible debentures due November 21, 2008, convertible at $0.20 per share, plus 2,500,000 warrants at $0.30 for 36 months. The debentures and warrants carry full-ratchet anti-dilution protection (the price resets if shares are later issued lower), which could dilute existing shareholders. Strata Partners was paid a $100,000 fee and received 500,000 warrants. The company must file a resale registration statement within 60 days of closing or issue penalty shares, capped at 8% of the subscription price.

capital raising announcement