United States securities and exchange commission logo
September 7, 2022
William Schara
Chief Executive Officer
Goldrich Mining Company
2525 E. 29th Ave., Ste. 10B-160
Spokane, WA 99223
Re: Goldrich Mining
Company
Form 10-K for the
Fiscal Year ended December 31, 2021
Filed March 30,
2022
File No. 001-06412
Dear Mr. Schara:
We have reviewed your filing and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year ended December 31, 2021
General
1. You are required to
file interim reports on Form 10-Q pursuant to Rule 13a-13 of
Regulation 13A. Your
quarterly reports for the periods ended March 31, 2022 and June
30, 2022 were due May
16, 2022, and August 15, 2022, respectively.
Please comply with
these reporting obligations.
Tell us the
circumstances under which additional time was deemed to be necessary by
your management "to
ensure that complete, thorough and accurate disclosure of all
material information"
is made, as you had reported on Form 12b-25.
William Schara
FirstName LastNameWilliam
Goldrich Mining Company Schara
Comapany 7,
September NameGoldrich
2022 Mining Company
September
Page 2 7, 2022 Page 2
FirstName LastName
Chandalar Property, page 22
2. Please comply with Item 1304(b)(1)(i) of Regulation S-K, which
requires that you identify
the location of material properties on a map that is accurate to
within one mile, using an
easily recognizable coordinate system.
2021 and plans for 2022 and beyond, page 32
3. We note your disclosure of information based on an independent Initial
Assessment
Report which you indicate was prepared in accordance with the new SEC
Subpart 1300
property disclosure requirements. It appears that you filed the
referenced technical report
as an exhibit to a Form 8-K on June 17, 2021.
You will need to obtain and file a revised Technical Report Summary,
with an amendment
to the Form 10-K, to address other comments in this letter, although
we suggest that you
submit draft revisions in response to this letter prior to filing the
amendment. You will
also need to obtain and file a consent from the qualified person for
the use of the qualified
person's name, or any quotation from, or summarization of, the
Technical Report
Summary in your annual report, and to its inclusion as an exhibit to
the annual report.
The consent and Technical Report Summary should be identified in the
list of exhibits to
comply with Item 601(a)(23) and (96) of Regulation S-K.
4. Please disclose the commodity price, metallurgical recovery, and
cutoff grade utilized in
estimating your resources and reserves to comply with Item 1304(d)(1)
of regulation S-K.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Overview, page 46
5. We note your disclosure of plans to commence a 12,000-foot drill
program at the
Chandalar property in May 2022. Please expand your disclosure to
clarify whether you
would be able to proceed with this drill program while the arbitration
proceedings
summarized on pages 36-42 remain incomplete, i.e. whether it would be
legally advisable
or permissible to commence this program under these circumstances.
For example, as disclosures elsewhere in the filing indicate that
NyacAU, LLC holds the
mining permit, even though you may own the mining claims, if the
mining claims were
leased to the joint venture and are collateral for repayment of the
related party loan due to
NyacAU, LLC, explain how your interests would be secure, if this is
your view.
Results of Operations, page 49
6. We note that you provide some details about exploration at the
Chandalar gold mining
property, the Goldrich NyacAU Placer LLC joint venture, and more
recent drilling plans,
along with a discussion of your financial condition and cash flows.
William Schara
FirstName LastNameWilliam
Goldrich Mining Company Schara
Comapany 7,
September NameGoldrich
2022 Mining Company
September
Page 3 7, 2022 Page 3
FirstName LastName
Please expand your disclosures to also address your results of
operations, including
quantitative and qualitative details underlying material fluctuations
in the line items that
you report for each period, to comply with Item 303(a), (b) and (b)(2)
of Regulation S-K.
You may refer to SEC Release No. 33-8350 if you require further
guidance.
Form 8-K filed June 17, 2021
Exhibit 96.1
Local Geology, page E-53
7. Please obtain and file a revised Technical Report Summary that
includes a stratigraphic
column of local geology as required by Item 601(b)(96)(iii)(B)(6)(iii)
of Regulation S-K.
Laboratory Analysis, page E-90
8. Please obtain and file a revised Technical Report Summary that
includes the opinion of
the qualified person regarding the adequacy of the sample preparation,
security, and
analytical procedures as required by Item 601(b)(96)(iii)(B)(8)(iv) of
Regulation S-K.
Mineral Processing and Metallurgical Testing, page E-101
9. We note that disclosure under this heading indicates raw gold recovery
of 100% based on
recoverable gold assays for the feed material, and recovery losses
reflected in the feed
grade calculations, which is typical of placer mine.
Please expand the disclosures in your filing to explain this process.
Please also obtain and file a revised Technical Report Summary that
includes the qualified
person's opinion on the adequacy of the data as required by Item
601(b)(96)(iii)(B)(10)(v)
of Regulation S-K.
Constrained Mineral Resource, page E-117
10. We note that parameters are stated for the 0.002 Raw Oz per BCY cutoff
grade
calculation, although without sufficient details to understand this
calculation.
Please obtain and file a revised Technical Report Summary that
includes a detailed
explanation of how this calculation was performed.
This disclosure should include the price used to determine
resources/reserves, the
particular reasons this price was selected, and any specific
assumptions underlying this
selection, to comply with Item 601 (b)(96)(iii)(B)(12)(iii) of
Regulation S-K.
Market Studies and Contracts, page E-146
11. Please obtain and file a revised Technical Report Summary that
includes the gold price
projections, the basis for the projections, and your smelting/refining
contract terms and
William Schara
Goldrich Mining Company
September 7, 2022
Page 4
conditions to comply with Item 601 (b)(96)(iii)(B)(16)(i) of
Regulation S-K.
Summary of Chandalar Mine Unit Operating Costs, page E-157
12. We note that the unit costs do not reconcile with the operational
costs and Life of Mine
(LOM) production schedule. Please discuss this observation with the
qualified person and
provide us with an explanation for this apparent discrepancy.
We expect that you will need to obtain and file a revised Technical
Report Summary to
similarly clarify or correct the associated disclosures.
Summary of Economic Model, page E-161
13. We note that the economic analysis provided under this heading
requires revision or
clarification based on the following observations:
The smelter charges for years 6 & 7 are missing.
The taxable income (loss) before depletion appears to be
missing appropriate line
items as indicated by the footnote concerning development.
The tax calculations & state royalties are difficult to follow
and appear incomplete.
For example, Table 22.2 should be revised to include all information
necessary for an
orderly information progression through to the Net Post-tax Cash Flow,
with details of the
parameters and processes used to determine the operating costs, DD&A,
royalty, and taxes
to comply with Item 601(b)(96)(iii)(B)(19) of Regulation S-K.
Please discuss these observations with the qualified person and
arrange to obtain and file a
revised Technical Report Summary to address these concerns.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
You may contact Jenifer Gallagher, Staff Accountant at (202) 551-3706
if you have
questions regarding comments on the financial statements and related matters.
You may contact
Ken Schuler at (202) 551-3718, Mining Engineer, if you have questions regarding
comments
related to your mineral property disclosures.
Please contact Karl Hiller, Branch Chief at (202) 551-3686 with any
other questions.
FirstName LastNameWilliam Schara Sincerely,
Comapany NameGoldrich Mining Company
Division of
Corporation Finance
September 7, 2022 Page 4 Office of Energy
& Transportation
FirstName LastName