SCHEDULE 13G
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No.______)*
Goldrich Mining Company
(Name of Issuer)
Common Shares
(Title of Class of Securities)
381431105
(Cusip Number)
January 31, 2011
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o Rule 13d-1 (b)
x Rule 13d-1 (c)
o Rule 13d-1 (d)
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the notes).
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CUSIP No. 381431105
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| 1.
| Name of Reporting Person:
Nicholas Gallagher
| I.R.S. Identification Nos. of above persons (entities only):
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| 2.
| Check the Appropriate Box if a Member of a Group:
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| (a)
| o
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| (b)
| o
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| 3.
| SEC Use Only:
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| 4.
| Citizenship or Place of Organization:
Ireland
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Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
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5.
| Sole Voting Power:
6,891,663*
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6.
| Shared Voting Power:
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7.
| Sole Dispositive Power:
6,891,663*
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8.
| Shared Dispositive Power:
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| 9.
| Aggregate Amount Beneficially Owned by Each Reporting Person:
* The reporting person has sole voting and dispositive powers over a trust, NGB Nominees Limited. He owns 3,600,000 common shares directly and the trust owns 2,291,663 common shares, 150,000 Series A Convertible Preferred shares convertible into 900,000 common shares and 100,000 Class E warrants exercisable into 100,000 common shares at $0.65 per share. Total beneficially owned is 6,891,663 shares.
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| 10.
| Check if the Aggregate Amount in Row (9) Excludes Certain Shares:
o
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| 11.
| Percent of Class Represented by Amount in Row (9):
10.06%**
** Based on 67,524,210 outstanding shares at February 21, 2011, plus 1,000,000 common shares in aggregate underlying convertible securities which are beneficially owned by the reporting person and included pursuant to Rule 13d-3(d)(1)(i) of the Act.
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| 12.
| Type of Reporting Person:
IN
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2
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Item 1(a).
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| Name of Issuer:
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| Goldrich Mining Company
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Item 1(b).
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| Address of Issuers Principal Executive Offices:
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| 2607 Southeast Blvd, Suite B211
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| Spokane, WA 99223
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Item 2(a).
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| Name of Person Filing:
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| Nicholas Gallagher
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Item 2(b).
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| Address of Principal Business Office or, if none, Residence:
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| 5 Churchfields, The K Club
Straffan, Kildare
Ireland
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Item 2(c).
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| Citizenship:
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| Ireland
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Item 2(d).
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| Title of Class of Securities:
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| Common Shares
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Item 2(e).
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| CUSIP Number:
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| N/A
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Item 3.
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| If this Statement is Filed Pursuant to §240.13d-1(b) or §240.13d-2(b) or (c), check whether the person filing is a:
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(a)
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| Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o).
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(b)
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| Bank as defined in section 3(a)(6) of the Exchange Act (15 U.S.C. 78c)
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(c)
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| Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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| Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
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(e)
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| An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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| An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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| A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
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(h)
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| A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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| o
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| A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80-a3);
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(j)
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| Group, in accordance with §240.13d-1(b)(1)(ii)(J).
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3
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Item 4.
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| Ownership.
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| (a)
| Amount beneficially owned:
See Item 9 on cover page
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| (b)
| Percent of class:
See Item 11 on cover page
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| (c)
| Number of shares as to which the person has:
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| (i)
| Sole power to vote or to direct the vote:
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| (ii)
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| (iii)
| Sole power to dispose or to direct the disposition of:
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| (iv)
| Shared power to dispose or to direct the disposition of:
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| See Items 5-8 on cover page
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Item 5.
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| Ownership of Five Percent or Less of a Class
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| N/A
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Item 6.
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| Ownership of More than Five Percent on Behalf of Another Person.
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| N/A
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Item 7.
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| Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company
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| N/A
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Item 8.
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| Identification and Classification of Members of the Group
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| Not applicable.
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Item 9.
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| Notice of Dissolution of Group
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| Not applicable.
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Item 10.
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| Certification
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| By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
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4
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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| Date:
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| February 23, 2011
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| /s/ Nicholas Gallagher
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| Nicholas Gallagher
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