Item 7.01Regulation FD Disclosure.

On December 23, 2019, Goldrich Mining Company (the "Registrant" the "Company") provided an update regarding the liquidation of Goldrich NyacAU Placer, LLC ("GNP") and the arbitration between Goldrich and NyacAU, LLC ("NyacAU"). GNP was a 50/50% joint venture between Goldrich and NyacAU, to mine the various placer deposits that occur throughout Goldrich's 23,000-acre Chandalar gold project in Alaska. NyacAU was the manager of the GNP joint venture.

The arbitration panel concurrently issued a Partial Final Award, a Concurring and Dissenting Opinion on the Partial Final Award, and a Second Interim Award. Goldrich considers this to be the beginning of the end of arbitration. Although there was no prevailing party that was awarded the payment of legal costs, many disputed issues were resolved. With the issue of the documents and the liquidation of GNP, which are discussed below, Goldrich can begin to move forward with its future plans to advance both the placer production and hard rock exploration.





Liquidation

NyacAU filed the formal Notice of Dissolution in May 2019 and received the certificate of dissolution in July with an effective date of June 3, 2019. GNP's lease to mine the placer properties terminated upon dissolution of GNP and GNP has no further rights to mine the placer properties located on Goldrich's mining claims. The claims remain the property of Goldrich.

GNP is now in the liquidation process and NyacAU, as the manager of GNP, shall act as liquidator to wind up the joint venture by May 31, 2020, or such longer period as may be agreed to in writing by the joint venture members. If NyacAU cannot or does not accomplish the liquidation by May 31, 2020 or any agreed upon extension, Goldrich shall complete the liquidation. Most of the equipment used by the joint venture has already been moved off the mine site. The joint venture parties agreed to the Panel retaining jurisdiction and oversight over the liquidation process to its conclusion.

Arbitration

In addition to the documents which have been issued, once the liquidation of GNP has run its course, the arbitration panel will issue a Second Partial Final Award. The arbitration panel may make additional awards in the Second Partial Final Award. A summary of the claims for which the arbitration panel made an award is as follows:

?Capital vs. Operating Leases

The classification of equipment leases as capital versus operating affected the amount of interim distributions that Goldrich received under the GNP Operating Agreement. GNP entered into seven equipment leases ("Leases 1-7") with Bear Leasing, LLC ("Bear"), a related party to NyacAU. Subsequent to the original leases, NyacAU, as manager of GNP, unilaterally amended the leases various times without the written approval of Goldrich. Goldrich claimed the leases should be accounted for as capital leases rather than operating leases. Goldrich also claimed the lease amendments unilaterally made by NyacAU to change the classification of the leases from operating to capital leases were invalid.




The arbitration panel stated:

"The evidence also showed that, in 2016, the interest rates on Leases 1, 2 and 3 were lowered by NyacAU from 15% to 9.6%, both retroactively and going forward. Also, Leases 4, 5 and 6 were amended by eliminating the 10% purchase option and requiring exercise of the purchase option at the fair market value of the Lease at end of term. As Ms. Attala [CFO of NyacAU] explained in her testimony, the purpose of these Amendments, which she orchestrated, was to respond to Goldrich's stated position that all the Leases were capital leases, by creating Amendments which, in her view, ensured that the Leases indisputably could be characterized as operating leases. As a result of the amendments to Leases 1-3, Ms. Attala credited $1.5 million in excess interest payments by GNP (the overall difference between 15% and 9.6% interest charges) against LOC 1 [Line of Credit 1]. Mr. Schara [CEO of Goldrich], testified that Goldrich never agreed to these amendments, or to the $1.5 million credit, and considered them invalid.

… In this case, it is quite clear to the Panel that the amendments promulgated by Ms. Attala were intended to benefit NyacAU and Bear Leasing in at least two ways: (i) insuring that all Lease payments could be characterized as Operating Expenses, thereby minimizing the opportunity of Goldrich to obtain interim

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distributions in accordance with §10 of the Operating Agreement, since, as Operating Expenses, Lease payments for any year would have to be deducted before the parties could obtain any interim distributions for that year; and (ii) changing the purchase option formula to payment of the entire amount of fair market value at end of term, which virtually insured that GNP would not have the financial wherewithal to exercise the purchase option on any Lease, thereby allowing NyacAU (through Bear Leasing) to renew the Leases for another term, possibly extending up to the end of mine life (estimated at between 11 and 13 years in the Martin Report). It might well be argued that Ms. Attala's amendments brought the Leases closer to the standard of "reasonable. . . arms-length transactions," and provided GNP with a $1.5 million benefit at the same time. However, in the Panel's view this is overcome by Ms. Attala's attempts to sufficiently raise the purchase option prices originally agreed to in the Leases, so as to effectively deprive GNP of its ability to exercise its purchase option rights under Section 6.4 of the Operating Agreement. (Section 6.4 requires that any lease generated by NyacAU include a purchase option). Thus, in the Panel's view, it was reasonable for Goldrich to withhold its approval from these unilaterally implemented amendments, and for that reason they are deemed invalid."

Concerning the impact of the characterization of leases on Goldrich's right to interim distributions, the arbitration panel's ruling reinstated a 15% interest rate on all leases but increased the amount of interim distributions to Goldrich. The arbitration panel stated:

"…the characterization of any leases as capital leases as Leases 1, 3, 5, and 6 requires a recalculation of 2016 and 2017 interim distributions... With interest and amortization properly included in the calculation, Goldrich is entitled to an additional $214,797 in distributions for 2016 and an additional $198,644 for 2017, for a total of $413,442."

According to the terms of the Operating Agreement, any interim distribution payable must be applied to reduce any balance of Loan 3 [LOC 3] before a distribution is paid to Goldrich. Loan 3 is a loan from GNP to Goldrich. The panel calculated the total interest and principle for Loan 3 to be $102,894 as of March 31, 2019.

?Ownership By GNP Of Leased Equipment

Leases 1 to 6 were 5-year leases with an option for GNP to purchase the equipment at the end of 5 years. Goldrich claimed NyacAU, as managers of GNP, had a fiduciary duty to exercise the purchase option when it was to the benefit of GNP.

Concerning Lease 1, the 5-year lease terminated on May 31, 2017. Instead of exercising the purchase option and paying $155,814 to own the equipment, NyacAU, as managers of GNP, entered into a new lease on June 1, 2017 with NyacAU's related party lessor, Bear, to pay $509,200 in rental fees over the next year and not own the equipment. However, NyacAU, as managers of GNP, made a later amendment to Lease 1 to lower the rent in March 2018, approximately four months after the arbitration proceedings had begun.




The arbitration panel ruled:

"…the evidence showed that GNP in fact made post-term cash rental payments under Lease 1 of $20,958 per month, from June 1, 2017 to December 1, 2017 (7 payments), for a total payment of $146,705. Between March 19 and April 5, 2018, NyacAU then unilaterally modified GNP's records to eliminate these cash payments, and reduced LOC 1 by $146,705. The Amended Rental Agreement was executed on March 27, 2018, retroactive to June 1, 2017.

In the Panel's view, the post-term cash rental payments made by GNP as to Lease 1 cannot be disregarded in the purchase option exercise analysis; and NyacAU's unilateral alteration of the accounting for such payments after the fact, for whatever reason, does not change this. To those cash payments should be added the $24,935 charged for rental of Lease 1 equipment for 2018, which produces a total of $171,640 in post-term rental payments/charges for Lease 1 equipment. This exceeds the purchase option price under Lease 1 ($155,814) by $15,826. Accordingly, GNP shall be deemed the beneficial owner of the Lease 1 equipment, and such equipment shall be a GNP asset in the context of the ongoing liquidation under Article XIV. As Manager, NyacAU shall use such assets, as necessary, to pay down GNP's debts and liabilities, including without limitation LOC 1 and LOC 3. NyacAU's 2018 reduction of LOC 1 by $146,705 shall be reversed, and the $15,826 overage, provided that it was not part of a charge that increased LOC 1 (which would be the case if the 2018 rental for Lease 1 equipment were paid by GNP in cash), shall decrease LOC 1 by that amount."

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For Leases 2 to 7, the arbitration panel ruled that ownership of the leases, whether capital or operating, remained with Bear. Concerning Leases 2 and 3, the arbitration panel stated:

'With respect to Leases 2 and 3, the foregoing analysis raises the further issue of whether Respondents had an obligation under the Operating Agreement to contribute funds to GNP that would make up the difference between the rental charges under the Amended Rental Agreements and the purchase option prices under the related Lease or the Amended Rental Agreement itself…

The Panel's view is that NyacAU had no fiduciary or contract obligation to make up the differential between post lease rental payments made by GNP under the Amended Rental Agreements and the purchase option prices for Leases 2 and 3."

Concerning Lease 4, the arbitration panel stated, "GNP paid no amount to rent the equipment under Lease 4 after the expiration date that could have been applied to allow exercise of the purchase option price."

Concerning Lease 5 and 6, the arbitration panel stated, "Since the Lease term has not yet run its course, no evidence could have been presented of lease payments made by GNP in excess of the option price after the end of term."

Concerning Lease 7, the arbitration panel stated, "Since Lease 7 did not run its full term, GNP obviously made no lease payments after end of term that could have been applied to the purchase option price."

?Lease Charges and Ownership of Arctic Camp Purchased by Bear from Third-Party

GNP rented camp facilities from an unrelated third-party from 2012 through 2014. Bear, a related party to NyacAU, purchased the camp from the third party and put the ownership of the camp in Bear's name. Bear then began charging GNP for camp lease expense in 2015. Goldrich claimed that the camp should have been put in the name of GNP and that GNP should be reimbursed for excessive lease charges. Concerning this claim, the arbitration panel ruled:

"Because the amount of lease payments GNP made to Bear exceeded the dollar amount paid to purchase the Arctic Camp from Global Services, GNP shall be deemed the beneficial owner of the Camp in connection with the dissolution/liquidation process. Further, LOC 1 shall be reduced by $531,164, which represents the lease payments GNP was charged beyond the purchase price for the Arctic Camp."

?Payment Of Interest Earned By LOC 1

Goldrich requested an award of $58,000 based upon its right to a 50% share of interest income earned by the amounts in LOC 1. The arbitration panel ruled:

"Section 6.1.2 [of the GNP Operating Agreement] makes clear that it is an obligation of NyacAU, not GNP, to pay to Goldrich 50% of any interest earned on LOC 1 actually received by NyacAU. Thus, any such amounts are not assets of GNP or subject to the GNP liquidation process. Accordingly, NyacAU shall pay to Goldrich any amount necessary to ensure that Goldrich ultimately receives 50% (a total of $126,666) of all interest earned on LOC 1 which NyacAU has received, plus pre-award interest at the rate of 5% from the date(s) that NyacAU received the earned interest.





?Allocation of Tax Losses

From 2012 through 2018, NyacAU, as managers of GNP, allocated net tax losses from GNP totaling $19,888,374 to NyacAU and $839,537 to Goldrich. Goldrich claimed it had a right to 50% of all tax losses under the GNP Operating Agreement and filed Form 8082 for each year with the Internal Revenue Service ("IRS") to correct the GNP K-1's filed by NyacAU. Goldrich claimed a total of $9,946,369, 50% of the total GNP losses for the years 2012 through 2018. The arbitration panel ruled:

"the Parties will take steps to ensure tax losses have been shared equally, as the Operating Agreement requires, but only during the periods where actual mining operations were being performed, since those rationally are the only periods in which both parties bore a material economic risk, in terms of the impact of mining operations on processed and unprocessed gold. Based on the evidence, mining operations were performed in August-September 2013, and 2015-2018."

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Prior to Goldrich receiving the Partial Final Award, the IRS processed and accepted the Forms 8082, corrected GNP K-1's, and amended tax returns filed by Goldrich for 2012 through 2017. The IRS also notified Goldrich that Goldrich's 2012 through 2014 tax returns were closed for further changes due to the expiration of the statute of limitations for those years. The IRS also conducted an audit of Goldrich's 2014 through 2017 tax returns with a 'no change' determination. Therefore, although Goldrich was not awarded 50% of all GNP 2012 to 2014 tax losses in the arbitration, Goldrich has been allowed to take the full total of its share of GNP tax losses of $9,946,369, which can be used to offset taxable profits Goldrich generates in future years. Goldrich's total tax loss carryover, including tax losses from GNP, was $39,151,914 as of December 31, 2018.





?2012 Reclamation Work

In 2012, at Goldrich's request and on its behalf, NyacAU performed reclamation work to cure Goldrich's permitting violations issued by the United States Army . . .

Item 9.01Financial Statements and Exhibits.



(d) Exhibits



Exhibit No.Description



99.1  News Release, December 23, 2019  *

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

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