GORO 8-K
Goldgroup Mining Inc. (GORO)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 | Entry into a Material Definitive Agreement |
On June 26, 2025, Gold Resource Corporation (the “Company”) and its subsidiary Don David Gold Mexico S.A. de C.V. (“DDGM”) entered into a loan agreement (the “Loan”) with Francisco Javier Reyes de la Campa and Jaluca Limited (collectively, the “Lender”), whereby the Lender provided the Company with a loan in the principal amount of $6.28 million (the “Principal Amount”). The Loan bears an accrued interest at a per annum rate equal to the sum of (i) the Secured Overnight Financing Rate and (ii) 5%. The Loan matures on December 26, 2026 and is secured by a pledge of the Company’s equity interests in DDGM. The Company has the right to prepay the Loan, in whole or in part, at any time without penalty. The Loan contains customary terms, including events of default, which, if uncured, entitle the Lender to accelerate the due date of the unpaid Principal Amount and all accrued interest on the Loan.
In connection with the Loan, the Company issued a common stock purchase warrant (the “Warrant”) to an affiliate of Mr. Reyes de la Campa, for the purchase of up to 1,500,000 shares of the Company’s common stock, par value $0.001 (the “Warrant Shares”), at an exercise price per share of $0.65. The Warrant is exercisable immediately upon issuance and expires on June 26, 2027. The Warrant provides for customary adjustments in the event of stock dividends, splits and the like, and includes terms relating to the occurrence of a fundamental transaction, such as a merger, reorganization or recapitalization.
The foregoing descriptions of the Loan and the Warrant are qualified in its entirety by reference to the full text of the Loan and the Warrant, copies or the forms of which are included as Exhibit 10.1 and 10.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.
Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant |
The disclosure set forth in Item 1.01 above is incorporated herein by reference.
Item 3.02 | Unregistered Sales of Equity Securities |
The disclosure set forth in Item 1.01 above is incorporated herein by reference. The Warrant and Warrant Shares issuable upon exercise of the Warrant are being made in reliance upon the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”).
Item 7.01Regulation FD Disclosure
On June 26, 2025, the Company issued a press release announcing the Loan and the Warrant. A copy of such press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information contained in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing by the Company under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
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Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits. The following exhibits are furnished with this Current Report on Form 8-K:
Exhibit |
| Description of Exhibit |
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104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* Pursuant to Item 601(b)(10) of Regulation S-K, certain confidential portions of this exhibit have been omitted by means of marking such portions with asterisks as the identified confidential portions are both not material and are the type of information that the registrant treats as private or confidential. The registrant agrees to supplementally furnish an unredacted copy of this exhibit to the Securities and Exchange Commission upon its request.
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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.
GOLD RESOURCE CORPORATION | |||
Date: June 27, 2025 | By: | /s/ Allen Palmiere | |
Name: | Allen Palmiere | ||
Title: | Chief Executive Officer and President | ||
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Exhibit 10.1
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT CUSTOMARILY AND ACTUALLY TREATS AS PRIVATE AND CONFIDENTIAL. REDACTED INFORMATION IS INDICATED BY “[***].”
Loan Agreement dated as of June 26, 2025 between the Company, Don David Gold Mexico S.A. de C.V., Francisco Javier Reyes de la Campa and Jaluca Limited
This LOAN AGREEMENT (as modified from time to time, this “Loan Agreement”) dated as of June 26, 2025 (the “Effective Date”), is executed by and among Gold Resource Corporation, a Colorado corporation (“Borrower”), Don David Gold Mexico S.A. de C.V., a company organized and existing under the laws of the United Mexican States (“Issuer”), Francisco Javier Reyes de la Campa, an individual (“Francisco”), and Jaluca Limited, a British Virgin Islands company (“Jaluca” and, together with Francisco, collectively, the “Lender”).
WHEREAS:
The Borrower has requested a loan from the Lender in the principal amount of US$6,280,000.00 to be used for working capital;
The Lender has agreed to make a loan to Borrower on the Effective Date, to be secured by a pledge of the shares the Borrower owns in Issuer, on the terms and conditions set forth herein;
NOW, THEREFORE, for and in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and confessed, the parties hereto (each, a “Party”, collectively, the “Parties”) hereby agree as follows:
“Board” means the board of directors (or equivalent) of Borrower.
“Change of Control” means any of the following: (a) the sale, lease, exchange or other transfer of all or substantially all of Borrower’s assets in one transaction or in a series of related transactions; (b) any person or entity becoming directly or indirectly the “beneficial owner” (as defined in Rule 13d-3 under the Securities Exchange Act of 1934), of securities representing 50% or more of the combined voting power of Borrower’s outstanding securities ordinarily having the right to vote at the elections of directors; or (c) individuals who constitute the Board as of the Effective Date cease for any reason to constitute at least a majority of the Board, provided that any person becoming a director subsequent to the Effective Date whose election, or nomination for election by Borrower’s shareholders, was approved by a vote of at least a majority of the directors comprising or deemed pursuant hereto to comprise the Board as of the Effective Date
(either by a specific vote or by approval of the proxy statement of Borrower in which such person is named as a nominee for director) shall be, for purposes of this definition, considered as though such person were a member of the Board as of the Effective Date.
“Interest Rate” means a rate per annum equal to the sum of (i) SOFR plus (ii) five percent (5.0%).
“Loan Parties” means, collectively, Borrower and Issuer.
“Maturity Date” means the earliest to occur of (i) the eighteen (18) month anniversary of the Effective Date, which is December 26, 2026 and (ii) the date (if any) that an Event of Default has occurred and is continuing and the Lender elects to accelerate the Obligations, or the Obligations are automatically accelerated, as applicable, in accordance with the terms of Section 5 of this Agreement.
“Obligations” means, collectively, all obligations of the Loan Parties under this Loan Agreement from time to time.
“SOFR” means a rate per annum equal to the Secured Overnight Financing Rate for a 1-month interest period as published by CME Group Benchmark Administration Limited (“CBA”), or any applicable successor thereof, on its website, currently at https://www.cmegroup.com/market-data/cme-group-benchmark-administration/term-sofr.html, as determined on the Effective Date and subsequently on each 1-month anniversary of the Effective Date (or if such anniversary is not a business day, on the next applicable business day). The parties acknowledge and agree that, as of the Effective Date, SOFR is 4.32%, and that the initial redetermination thereof in accordance with the foregoing will be on July 26, 2025.
“Warrant” means the common stock purchase warrant to purchase of up to one million five hundred (1,500,000) shares of the Borrower’s common stock, par value $0.001, listed on the NYSE American Exchange, at an exercise price per share equal to one-hundred and twenty percent (120%) of the closing price of such common stock on the Effective Date. The Warrant shall be exercisable immediately upon issuance and expires twenty-four (24) months after issuance.
“UCC” means the Uniform Commercial Code as in effect from time to time in the State of Colorado.
then, if such Event of Default is (i) an Event of Default as specified in clauses (a) through (c) above, the Lender may, at its option, by notice to Borrower, declare all Obligations to be, and all such Obligations shall thereupon be and become, immediately due and payable together with interest accrued thereupon without presentment, demand, protest or further notice of any kind, all of which are expressly waived to the extent permitted by law or (ii) an Event of Default as specified in clauses (d) or (e) above, then all Obligations shall automatically become and be immediately due and payable without any declaration or other act on the part of the Lender, and in any such case following any Event of Default, the Lender may also exercise all rights and remedies available to it under applicable law (including, without limitation, under the UCC).
[Signature page follows]
IN WITNESS WHEREOF, the parties have executed and delivered this Loan Agreement as of the date first above written.
BORROWER: GOLD RESOURCE CORPORATION By: _/s/ Allen Palmiere_____________ Name: Allen Palmiere Title: Chief Executive Officer Borrower’s Address for Notices: 7900 East Union Avenue, Suite 320 Denver, Colorado 80237 ISSUER: DON DAVID GOLD MEXICO S.A. DE C.V. By: _/s/ Allen Palmiere_____________ Name: Allen Palmiere Title: Chief Executive Officer Issuer’s Address for Notices: Calle de las Rosas 339 Oaxaca de Juarez, CO 68050 | BORROWER: GOLD RESOURCE CORPORATION By: _/s/ Chet Holyoak______________ Name: Chet Holyoak Title: Chief Financial Officer Borrower’s Address for Notices: 7900 East Union Avenue, Suite 320 Denver, Colorado 80237 ISSUER: DON DAVID GOLD MEXICO S.A. DE C.V. By: _/s/ Chet Holyoak______________ Name: Chet Holyoak Title: Chief Financial Officer Issuer’s Address for Notices: Calle de las Rosas 339 Oaxaca de Juarez, CO 68050 |
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LENDER:
_/s/ Francisco Javier Reyes de la Campa______
Francisco Javier Reyes de la Campa, an individual
Address for Notices:
[***]
[***]
[***]
JALUCA LIMITED
By: _/s/ Enrica Casagrande___________________
Name: Enrica Casagrande
Title: Director
Address for Notices:
[***]
[***]
[***]
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Exhibit 10.2
THE SECURITIES REPRESENTED HEREBY (AND ANY SECURITIES ISSUED ON THE EXERCISE THEREOF) HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF GOLD RESOURCE CORPORATION (THE “COMPANY”) THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY, (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND IN COMPLIANCE WITH ANY APPLICABLE LOCAL SECURITIES LAWS AND REGULATIONS, (C) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT AND IN COMPLIANCE WITH ANY APPLICABLE LOCAL SECURITIES LAWS AND REGULATIONS, OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS, PROVIDED THAT, IN THE CASE OF THIS CLAUSE (D), THE HOLDER HAS DELIVERED TO THE COMPANY AN OPINION OF COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY TO SUCH EFFECT.
COMMON STOCK PURCHASE WARRANT
GOLD RESOURCE CORPORATION
Warrant Shares: ____________
Initial Exercise Date: June 26, 2025
Issue Date: June 26, 2025
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on June 26, 2028 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Gold Resource Corporation, a Colorado corporation (the “Company”), up to ____________ shares (as subject to adjustment hereunder, the “Warrant Shares”) of common stock of the Company (“Common Stock”). The purchase price of one share of common stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
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Except and to the extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights of Holder as set forth in this Warrant against impairment. Without limiting the generality of the foregoing, the Company will (i) not increase the par value of any Warrant Shares above the amount payable therefor upon such exercise immediately prior to such increase in par value, (ii) take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant and (iii) use commercially reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof, as may be, necessary to enable the Company to perform its obligations under this Warrant.
Before taking any action which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory body or bodies having jurisdiction thereof.
“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER APPLICABLE FEDERAL AND STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, WHICH OPINION SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.”
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If to the Company to:
7900 East Union Avenue, Suite 320
Denver, Colorado 80237
Attention: Chet Holyoak
Email: [email protected]
With a copy (that shall not constitute notice) to:
Davis Graham & Stubbs LLP
3400 Walnut St., Suite 700
Denver, CO 80205
Attention: Brian Boonstra
E-mail: [email protected]
Any party may change its address for purposes of this Section 5(h) by giving the other party written notice of the new address in the manner set forth above.
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********************
(Signature Page Follows)
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IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer thereunto duly authorized as of the date first above indicated.
GOLD RESOURCE CORPORATION
By:______________________________________
Name: Allen Palmiere
Title: Chief Executive Officer
ACKNOWLEDGED AND AGREED:
[NAME OF HOLDER]
By: _____________________________
Name:
Title:
Address:
_________________________________
_________________________________
Attention:
Email:
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NOTICE OF EXERCISE
The undersigned hereby irrevocably elects to exercise the Common Stock Purchase Warrant of Gold Resource Corporation to purchase the number of shares of Common Stock set out below:
(i)Number of shares of Common Stock: | |
(ii)Exercise Price: | $0.65 |
(iii)Aggregate Purchase Price [(i) multiplied by (ii)]: | $ |
(iv)Direction as to Registration: | |
Name of Registered Holder: | |
Address of Registered Holder: | |
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and hereby tenders the original Warrant Certificate representing the Warrants and a certified check or immediately available funds by wire or electronic funds transfer, for such aggregate purchase price, and directs such Common Stock to be registered and certificates therefor to be issued as directed above.
(Please check the ONE box applicable):
| * | A.The undersigned holder (i) is not resident in the United States, (ii) is not a U.S. Person, (iii) is not exercising the Warrants for the account or benefit of a U.S. Person or person in the United States, (iv) at the time of exercise of the Warrants and the execution and delivery of this exercise form, is not in the United States and (v) the delivery of the underlying shares of Common Stock will not be to an address in the United States. |
| * | B.The undersigned holder (i) is exercising the Warrants for its own account and benefit, and (ii) is an "accredited investor" as defined in Rule 501(a) of Regulation D under the Securities Act of 1933 (the “Securities Act”) at the time of exercise of these Warrants. |
| * | C.The undersigned holder has delivered to the Company an opinion of counsel (which will not be sufficient unless it is from counsel of recognized standing and in form and substance reasonably satisfactory to the Company) to the effect that the exercise of the Warrants and delivery of the Warrant Shares are exempt from the registration requirements of the Securities Act and any applicable securities laws of any state of the United States. |
Capitalized terms not otherwise defined in this exercise form have the meanings set forth in the Warrant Certificate representing the Warrants.
The undersigned holder understands that the certificates representing the Warrant Shares issued upon exercise of the Warrants will bear a legend restricting transfer under the Securities Act.
[Signature page follows]
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[SIGNATURE OF HOLDER]
Name of Investing Entity:
Signature of Authorized Signatory of Investing Entity:
Name of Authorized Signatory:
Title of Authorized Signatory:
Date:
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ASSIGNMENT FORM
(To assign the foregoing Warrant, execute this form and supply required information. Do not use this form to purchase shares.)
FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby assigned to
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Phone Number: | |
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Email Address: | |
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Dated: _______________ ___, ________ | |
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Holder’s Signature: | |
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Holder’s Address: |
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Exhibit 99.1
NEWS - FOR IMMEDIATE RELEASE | NYSE American: GORO |
June 26, 2025 | |
GOLD RESOURCE CORPORATION CLOSES US$6.28M DEBT FACILITY
Denver, Colorado – June 26, 2025 – Gold Resource Corporation (NYSE American: GORO) (the “Company”), along with its wholly owned subsidiary, Don David Gold Mexico (“DDGM”), is pleased to announce the execution of a loan agreement with Francisco Javier Reyes de la Campa and Jaluca Limited in the amount of US$6.28 million, to be used for working capital.
“The funds from this loan will allow us to develop and begin production from the new Three Sisters area of our Don David Gold Mine,” said Allen Palmiere, the Company’s President and CEO. “Additionally, we will be purchasing replacement mining equipment and funding upgrades in the mill. This loan and the proceeds of equity issuances earlier in the year provide us with the capital to execute on our plans to increase productivity and profitability.”
In connection with the loan agreement, the Company has also issued a common stock purchase warrant to an affiliate of Mr. Reyes de la Campa for the purchase of up to 1,500,000 shares of the Company’s common stock at an exercise price per share of $0.65. The warrant is exercisable immediately upon issuance and expires on June 26, 2027. The warrant provides for customary adjustments in the event of stock dividends, splits and the like, and includes terms relating to the occurrence of a fundamental transaction, such as a merger, reorganization or recapitalization.
Key Facility Details
The key terms of the facility include the following:
| ● | Facility Amount – US$6,280,000 |
| ● | Term – 18 months, with maturity date of December 26, 2026 |
| ● | Interest Rate – Secured Overnight Financing Rate (“SOFR”) plus 5% per annum |
| ● | Repayment – Principal amount of the loan, all accrued interest, and all other obligations are due and payable in full, if not paid earlier, on the maturity date |
| ● | Warrant – Provides for the issuance of warrants for 1,500,000 shares of the Company’s common stock for an exercise price per share of $0.65 and expires on June 26, 2027. |
About GRC:
Gold Resource Corporation is a gold and silver producer, developer, and explorer with its operations centered on the Don David Gold Mine in Oaxaca, Mexico. Base metals, critical to the United States, are also produced as a by-product. Under the direction of an experienced board and senior leadership team, the Company’s focus is to unlock the significant upside potential of its existing infrastructure and large land position surrounding the mine in Oaxaca, Mexico and to develop the Back Forty Project in Michigan, USA.
Contacts:
Allen Palmiere
Chief Executive Officer and President
www.goldresourcecorp.com
720-459-3854
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