59860--4/3/2009--GOLDRICH_MINING

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Risks Related to Our Operations We have no proven or probable reserves on our Chandalar property and we may never identify any commercially exploitable mineralization. We have no history of commercial production. Chandalar is located within the remote Arctic Circle region and exploration activities may be limited by climate and location. We may be required to raise additional capital to fund our exploration programs on the Chandalar property. Recent market events and conditions, including disruptions in the U.S. and international credit markets and other financial systems and the deterioration of the U.S. and global economic conditions, could, among other things, impede access to capital or increase the cost of capital, which would have an adverse effect on our ability to fund our working capital and other capital requirements. Our mineralized material estimate is based on a limited amount of drilling completed to date. Our exploration activities may not be commercially successful. Actual capital costs, operating costs, production and economic returns may differ significantly from those anticipated and there are no assurances that any future development activities will result in profitable mining operations. Exploration activities involve a high degree of risk. We may be adversely affected by fluctuations in gold prices. Title to our property may be subject to other claims. Estimates of mineralized material are subject to evaluation uncertainties that could result in project failure. We depend on a single property - the Chandalar property. Government regulation may adversely affect our business and planned operations. Our activities are subject to environmental laws and regulation which may materially adversely affect our future operations, in which case our operations could be suspended or terminated. Title to our properties may be defective. Future legislation and administrative changes to the mining laws could prevent us from exploring our properties. We do not insure against all risks. We compete with larger, better capitalized competitors in the mining industry. Our ability to operate as a going concern is in doubt. We are dependent on our key personnel. Richard R. Walters, our President, and Ted Sharp, our Chief Financial Officer, do not dedicate 100% of their time on our business. Our officers and directors may have potential conflicts of interest due to their responsibilities with other entities . The market for our common shares has been volatile in the past, and may be subject to fluctuations in the future. We have convertible securities outstanding, which if fully exercised could require us to issue a significant number of shares of our common stock and result in substantial dilution to existing shareholders. Broker-dealers may be discouraged from effecting transactions in our common stock because they are considered a penny stock and are subject to the penny stock rules. In the event that your investment in our shares is for the purpose of deriving dividend income or in expectation of an increase in market price of our shares from the declaration and payment of dividends, your investment will be compromised because we do not intend to pay dividends.

Full 10-K form ▸

59860--4/3/2009--GOLDRICH_MINING_CO