UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 |
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SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)
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Goldrich Mining Company |
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(Name of Issuer)
Common Stock |
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(Title of Class of Securities)
381431105 |
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(CUSIP Number)
December 31, 2018 |
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| (Date of Event Which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☑ Rule 13d-1(c)
☐ 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 (“Act”) 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).
Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
| CUSIP No. 381431105 | 13G |
| 1 |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Christopher R. Johnson |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)☐ (b)☑ |
| 3 | SEC USE ONLY
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
USA |
|
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH: |
5 |
SOLE VOTING POWER 8,323,593 |
| 6 |
SHARED VOTING POWER
1,097,078 | |
| 7 |
SOLE DISPOSITIVE POWER
8,323,593 | |
| 8 |
SHARED DISPOSITIVE POWER
1,097,078
|
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,420,671 |
| 10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
Not applicable |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.70%1 |
| 12 |
TYPE OF REPORTING PERSON
IN |
| 1 | Based on aggregate of 139,573,798 shares of Common Stock outstanding as of November 16, 2018, as reported in the issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 19, 2018, plus securities not outstanding subject to warrants beneficially owned by the reporting person. |
| CUSIP No. 381431105 | 13G |
| 1 |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Randall L. Johnson |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)☐ (b)☑ |
| 3 | SEC USE ONLY |
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
USA |
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH: |
5 |
SOLE VOTING POWER
12,231,424 |
| 6 |
SHARED VOTING POWER
1,428,946 | |
| 7 |
SOLE DISPOSITIVE POWER
12,231,424 | |
| 8 |
SHARED DISPOSITIVE POWER
1,428,946 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,660,370 |
| 10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
Not applicable |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.73%1 |
| 12 |
TYPE OF REPORTING PERSON
IN |
| 1 | Based on aggregate of 139,573,798 shares of Common Stock outstanding as of November 16, 2018, as reported in the issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 19, 2018, plus securities not outstanding subject to warrants beneficially owned by the reporting person. |
Item 1.
| (a) | Name of Issuer |
Goldrich Mining Company
| (b) | Address of Issuer’s Principal Executive Offices |
2607 Southeast Blvd, Suite B211
Spokane, WA 99223
Item 2.
| (a) | Name of Person Filing |
Each of the following is hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting Persons.” This statement is filed on behalf of each of the following Reporting Persons:
Christopher R. Johnson
Randall L. Johnson
| (b) | Address of Principal Business Office or, if none, Residence |
Christopher R. Johnson: 8615 Eagle Creek Circle, Savage, MN 55378
Randall L. Johnson: 4111 Heatherton Place, Minnetonka, MN 55345
| (c) | Citizenship |
Christopher R. Johnson: USA
Randall L. Johnson: USA
| (d) | Title of Class of Securities |
Common Stock
| (e) | CUSIP Number |
381431105
| Item 3. | 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: |
| (a) | ☐ Broker or dealer registered under section 15 of the Act. |
| (b) | ☐ Bank as defined in section 3(a)(6) of the Act. |
| (c) | ☐ Insurance company as defined in section 3(a)(19) of the Act. |
| (d) | ☐ Investment company registered under section 8 of the Investment Company Act of 1940. |
| (e) | ☐ An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E). |
| (f) | ☐ An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F). |
| (g) | ☐ A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G). |
| (h) | ☐ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act. |
| (i) | ☐ 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. |
| (j) | ☐ Group, in accordance with § 240.13d-1(b)(1)(ii)(J). |
| Item 4. | Ownership |
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
Christopher R. Johnson:
| (a) | Amount Beneficially Owned |
9,420,671
| (b) | Percent of Class |
6.70%
| (c) | Number of shares as to which such person has: |
| (i) | Sole power to vote or to direct the vote |
8,323,593
| (ii) | Shared power to vote or to direct the vote |
1,097,078
| (iii) | Sole power to dispose or to direct the disposition of |
8,323,593
| (iv) | Shared power to dispose or to direct the disposition of |
1,097,078
Randall L. Johnson:
| (a) | Amount Beneficially Owned |
13,660,370
| (b) | Percent of Class |
9.73%
| (c) | Number of shares as to which such person has: |
| (i) | Sole power to vote or to direct the vote |
12,231,424
| (ii) | Shared power to vote or to direct the vote |
1,428,946
| (iii) | Sole power to dispose or to direct the disposition of |
12,231,424
| (iv) | Shared power to dispose or to direct the disposition of |
1,428,946
|
Item 5. | Ownership of Five Percent or Less of a Class |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not Applicable
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person. |
Not Applicable
| Item 8. | Identification and Classification of Members of the Group |
Not Applicable
Item 9. | Notice of Dissolution of Group |
Not Applicable
| Item 10. | Certification |
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, other than activities solely in connection with a nomination under §240.14a-11.
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.
February 14, 2019
| /s/ Christopher R. Johnson | |
| Signature | |
| Christopher R. Johnson | |
| Name/Title | |
| /s/ Randall L. Johnson | |
| Signature | |
| Randall L. Johnson | |
| Name/Title |