UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report: February 18, 2011

(Date of earliest event reported)

GOLDRICH MINING COMPANY

(Exact name of registrant as specified in its charter)

Commission File Number: 001-06412

_____________________________________

2607 Southeast Blvd, Suite B211

Spokane, Washington  99223

(Address of principal executive offices, including zip code)

(509) 535-7367

(Registrant’s telephone number, including area code)

 Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 3.02

Unregistered Sale of Equity Securities

On December 20, 2010, the Company’s Board of Directors authorized the temporary reduction of exercise price for its Class E and Class F warrants to $0.20 on or before January 31, 2011, which was later extended to February 18, 2011.  On February 18, 2011, the Company issued 1,428,332 common shares for exercises of 35,000 Class E warrants and 1,393,332 Class F warrants at the temporarily reduced price.  As a result of the exercises, the Company received a total of $285,666. Subsequent to the exercises, there remain 422,518 outstanding Class E warrants exercisable at $0.65 per warrant and 659,662 outstanding Class F warrants exercisable at $0.55 per warrant.  

The Common Shares were issued pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended, provided by Rule 506 of Regulation D and/or Section 4(2) of the Securities Act.  In making its determination as to the availability of the exemption, the Company relied upon representations of the warrantholders made to the Company at the time of exercise.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.