Goldrich Mining Company (GRMC) Risk Analysis

The market price of our common stock has ranged from a high of $0.086 and a low of $0.0002 during the twelve-month period ended December 31, 2022. The market price for our common stock closed at $0.03 on December 30, 2022, the last trading day of 2022. The market price of our common stock may fluctuate significantly from its current level. The market price of our common stock may be subject to wide fluctuations in response to quarterly variations in operating results, announcements of technological innovations or new products by us or our competitors, changes in financial estimates by securities analysts, or other events or factors. In addition, the financial markets have experienced significant price and volume fluctuations for a number of reasons, including the failure of the operating results of certain companies to meet market expectations that have particularly affected the market prices of equity securities of many exploration stage companies that have often been unrelated to the operating performance of such companies. These broad market fluctuations, or any industry-specific market fluctuations, may adversely affect the market price of our common stock. In the past, following periods of volatility in the market price of a company's securities, class action securities litigation has been instituted against such a company. Such litigation, whether with or without merit, could result in substantial costs and a diversion of management's attention and resources, which would have a material adverse effect on our business, operating results and financial condition.

As of December 31, 2022, we had 185,448,412 shares of common stock issued and outstanding. We may be required to issue the following shares of common stock upon exercise of options and warrants or conversion of convertible securities: - 1,050,000 shares of common stock issuable upon exercise of vested options outstanding as of December 31, 2022;- 30,190,475 shares of common stock issuable upon conversion of preferred shares outstanding as of December 31, 2022;- 18,114,446 shares of common stock issuable upon exercise of warrants outstanding as of December 31, 2022;- 4,333,333 shares of common stock issuable for subscription payable as of December 31, 2022; and - 143,431,051 shares of common stock issuable if Nicholas Gallagher ("Gallagher"), a related party and member of the Company's Board of Directors and a secured note holder, exercises his option to be paid in shares for unpaid interest as of December 31, 2022. If these convertible and exercisable securities are fully converted or exercised, we would issue an additional 197,119,305 shares of common stock, and our issued and outstanding share capital would increase to 382,567,717 shares. The convertible securities are likely to be exercised or converted at the time when the market price of our common stock exceeds the conversion or exercise price of the convertible securities. Holders of such securities are likely to sell the common stock upon conversion, which could cause our share price to decline.

Rules 15g-1 through 15g-9 promulgated under the United State Securities and Exchange Act of 1934, as amended (the "Exchange Act") impose sales practice and disclosure requirements on certain brokers-dealers who engage in certain transactions involving a "penny stock." Subject to certain exceptions, a penny stock generally includes any non-NASDAQ equity security that has a market price of less than $5.00 per share. The market price of our common stock on the FINRA OTC Pink during the twelve-month period ended December 31, 2022, ranged between a high of $0.086 and a low of $0.0002, and our common stock is deemed penny stock for the purposes of the Exchange Act. The additional sales practice and disclosure requirements imposed upon brokers-dealers may discourage broker-dealers from effecting transactions in our common stock, which could severely limit the market liquidity of the stock and impede the sale of our stock in the secondary market. A broker-dealer selling penny stock to anyone other than an established customer or "accredited investor," generally, an individual with net worth in excess of $1,000,000 or an annual income exceeding $200,000, or $300,000 together with his or her spouse, must make a special suitability determination for the purchaser and must receive the purchaser's written consent to the transaction prior to sale, unless the broker-dealer or the transaction is otherwise exempt. In addition, the penny stock regulations require the broker-dealer to deliver, prior to any transaction involving a penny stock, a disclosure schedule prepared by the United States Securities and Exchange Commission relating to the penny stock market, unless the broker-dealer or the transaction is otherwise exempt. A broker-dealer is also required to disclose commissions payable to the broker-dealer and the registered representative and current quotations for the securities. Finally, a broker-dealer is required to send monthly statements disclosing recent price information with respect to the penny stock held in a customer's account and information with respect to the limited market in penny stocks.