Item 3.03 Material Modification to Rights of Security Holders.

On April 13, 2022, Goldrich Mining Company repriced certain outstanding common share purchase warrants (the "Warrants") of the Company.

The Company repriced an aggregate 7,777,778 Class R Warrants, originally priced at $0.045 ("Original Warrants") per share and currently held in the name of Mr. Nicholas Gallagher, a director and related party of the Company as follows:





    Original
    Warrants                                              Original         New
  Outstanding        Issue Date      Expiration Date   Exercise Price Exercise Price
   1,477,778     September 30, 2016 September 30, 2023     $0.045         $0.03
   3,000,000      November 2, 2016   November 2, 2023      $0.045         $0.03
   3,000,000      December 6, 2016   December 6, 2023      $0.045         $0.03

The defined term "Exercise Price" set forth in the Original Warrants was amended to equal $0.03 (the "Amended Exercise Price").

Except as expressly set forth in this agreement, and except for Section 6 which has been previously amended to make the Warrants transferable, all terms of the Original Warrants are, and shall continue to be, in full force and effect and are hereby ratified and confirmed in all respects, and the holder reserves all of its rights, remedies, powers and privileges.

Item 9.01 Financial Statements and Exhibits.






 (d) Exhibits




Exhibit No. Description



  99.1        Warrant Amendment Agreement

            Cover Page Interactive Data File (embedded within the
104         Inline XBRL document)

* Furnished to, not filed with, the SEC pursuant to Item 3.03 above.

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