Execution Version
Exhibit 10.13
GOLDRICH MINING COMPANY
(AN ALASKA CORPORATION)
2607 Southeast Blvd., Suite B211
Spokane, WA 99223-7614
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PURCHASE AGREEMENT
SENIOR UNSECURED NOTE AND WARRANTS
______________________________________________________________________________
Instructions
ALL PURCHASERS:
PLEASE COMPLETE AND SIGN TWO COPIES OF THE PURCHASE AGREEMENT
TENDER PAYMENT EITHER BY A CHECK PAYABLE TO THE ORDER OF "GOLDRICH MINING
COMPANY" OR A WIRE TRANSFER TO GOLDRICH, PURSUANT TO THE INSTRUCTIONS SET FORTH
ON SCHEDULE I
PLEASE COMPLETE AND SIGN TWO COPIES OF THE NON-U.S. PURCHASER REGULATION S
CERTIFICATE, ATTACHED HERETO AS EXHIBIT D
PLEASE COMPLETE AND SIGN THE SELLING SECURITYHOLDER QUESTIONNAIRE ATTACHED
HERETO AS EXHIBIT E
DELIVER THE SIGNED DOCUMENTS AND PAYMENT (IF NOT SENT BY WIRE TRANSFER) TO:
BY FACSIMILE TO: (509) 695-3289
BY ELECTRONIC MAIL TO: WSCHARA@GOLDRICHMINING.COM
WITH ORIGINALS BY MAIL TO:
GOLDRICH MINING COMPANY
2607 Southeast Blvd., Suite B211
Spokane, WA 99223-7614
THE SECURITIES TO WHICH THIS PURCHASE AGREEMENT (THE "PURCHASE AGREEMENT")
RELATES HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933,
AS AMENDED (THE "U.S. SECURITIES ACT"), OR ANY APPLICABLE SECURITIES LAWS OF ANY
STATE OF THE UNITED STATES AND WILL BE ISSUED IN RELIANCE UPON AN EXCLUSION FROM
SUCH REGISTRATION REQUIREMENTS PROVIDED BY RULE 903 OF REGULATION S UNDER THE
U.S. SECURITIES ACT AND PURSUANT TO SIMILAR EXEMPTIONS UNDER STATE SECURITIES
LAWS.
ACCORDINGLY, THESE SECURITIES MAY NOT BE OFFERED OR SOLD IN THE UNITED
STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED IN
REGULATION S UNDER THE U.S. SECURITIES ACT), EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE U.S. SECURITIES ACT OR PURSUANT TO AN AVAILABLE
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE U.S. SECURITIES ACT AND IN ACCORDANCE WITH ANY APPLICABLE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. HEDGING
1
Execution Version
TRANSACTIONS IN THESE SECURITIES ARE PROHIBITED EXCEPT IN COMPLIANCE WITH THE
U.S. SECURITIES ACT.
2
Execution Version
Goldrich Mining Company
PURCHASE AGREEMENT
The undersigned (the "Purchaser") hereby irrevocably agrees to purchase from
Goldrich Mining Company (the "Company") a senior unsecured note (the "Note") of
the Company in the form attached hereto as Exhibit A in the stated principal
amount of up to $2,000,000 and warrants (the "Warrants") to purchase up to
10,500,000 shares of common stock of the Company (the "Common Shares")
exercisable at a price equal to the greater of (i) $0.15 per Common Share or
(ii) the Market Price (as defined below) per Common Share on date of issuance of
the Warrants (the "Warrant Shares") (collectively, the Note and Warrants are
hereinafter referred to as the "Offered Securities" and the Note, the Warrants
and the Warrant Shares are hereinafter referred to as the "Securities"), for an
aggregate purchase price of up to $2,000,000 less a 5% original issue discount
on each Loan set forth on Schedule II and payable pursuant to the scheduled
payments as set forth on Schedule II.
The Company and the Purchaser each agrees
to be bound by its representations, warranties and