8-K
GOLD RESOURCE CORP (GORO)
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 (Date of earliest eventreported): December 17, 2020
GOLD RESOURCE CORPORATION
(Exact name of registrant as specifiedin its charter)
| Colorado | 001-34857 | 84-1473173 |
|---|---|---|
| (State or other jurisdictionofincorporation or organization) | (Commission FileNumber) | (I.R.S. EmployerIdentificationNo.) |
2886Carriage Manor Point, Colorado Springs, Colorado 80906
(Address of Principal Executive Offices) (ZipCode)
(303) 320-7708
(Registrant’s telephone numberincluding area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange where registered |
|---|---|---|
| Common Stock | GORO | NYSE American |
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 (see General Instruction A.2. below):
| ¨ | 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)) |
| --- | --- |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 7.01 | Regulation FD Disclosure |
|---|
On December 17, 2020, Gold Resource Corporation (the “Company”) issued a press release relating to the proposed spin-off and certain other matters. A copy of the press release is furnished herewith as Exhibit 99.1. The press release is furnished under this Item 7.01 and shall not be deemed filed with the U.S. Securities and Exchange Commission (“SEC”) for purposes of Section 18 of the Securities Exchange Act of 1934, as amended. The information contained in the press release and investor presentation shall not be incorporated by reference into any filing of the Company regardless of general incorporation language in such filing, unless expressly incorporated by reference in such filing.
| Item 8.01 | Other Events |
|---|
On December 17, 2020, the Company announced that its board of directors has approved the spin-off of its wholly-owned subsidiary, Fortitude Gold Corporation, into a separate independent publicly-owned company, subject to the U.S. Securities and Exchange Commission declaring effective the registration statement filed by Fortitude Gold Corporation on Form S-1 (File No. 333-249533). The board of directors established the close of business on December 28, 2020 as the record date for the spin-off. The Company will distribute one share of Fortitude Gold Corporation common stock, $0.01 par value, (“Fortitude Common Stock”) for every 3.5 shares of Company common stock held by the Company’s shareholders of record as of the Record Date and through the expected distribution date. The distribution of shares of Fortitude Common Stock is expected to occur at 5:00 p.m. Mountain Time on December 31, 2020.
Safe Harbor for Forward-LookingStatements
Any statements contained in this communication that do not describe historical facts may constitute forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. Such forward looking statements may include statements with respect to the Company’s potential separation of Fortitude Gold Corporation from the Company and the distribution of Fortitude Common Stock to the Company’s shareholders, and the expected financial and operational results of the Company and Fortitude Gold Corporation after the separation and distribution. Any forward-looking statements contained herein are based on Company management’s current beliefs and expectations, but are subject to a number of risks, uncertainties and changes in circumstances, which may cause actual results or company actions to differ materially from what is expressed or implied by these statements. Such risks, uncertainties and changes in circumstances include, but are not limited to: uncertainties as to the timing of the spin-off or whether it will be completed, the failure to satisfy any conditions to complete the spin-off, the expected tax treatment of the spin-off, and the impact of the spin-off on the businesses of the Company. Economic, competitive, governmental, technological and other factors and risks that may affect the Company’s operations or financial results are discussed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019, and in subsequent filings with the U.S. Securities and Exchange Commission. The Company disclaims any obligation to update these forward-looking statements other than as required by law.
| Item 9.01. | Financial Statements and Exhibits. |
|---|
(d) Exhibits
The following materials are furnished as exhibits to this Current Report on Form 8-K.
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release dated December 17, 2020 |
| 104 | Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101) |
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.
| GOLD RESOURCE CORPORATION | ||
|---|---|---|
| Date: December 18, 2020 | By: | /s/ Jason D. Reid |
| Name: | Jason D. Reid | |
| Title: | Chief Executive Officer and President |
Exhibit 99.1
| FOR IMMEDIATE RELEASE | NEWS |
|---|---|
| December 17, 2020 | NYSE American: GORO |
GOLD RESOURCE CORPORATION APPROVES SPIN-OFFOF FORTITUDE GOLD CORPORATION AND ANNOUNCES RECORD AND DISTRIBUTION DATES
COLORADO SPRINGS – December 17, 2020 – Gold Resource Corporation (NYSE American: GORO) (the “Company” and “Gold Resource”) announced today that its Board of Directors has approved the spin-off of Fortitude Gold Corporation (“Fortitude Gold”) and declared a pro rata distribution of 100% of the outstanding common stock of Fortitude Gold to shareholders of Gold Resource Corporation. The Board of Directors has established the record date as the close of business on December 28, 2020 (the “Record Date”), and the distribution date as the close of business December 31, 2020 (the “Distribution Date”). As a result of the distribution, Gold Resource shareholders of record will receive one (1) share of Fortitude Gold for every 3.5 shares of Gold Resource Corporation common stock they hold. The ex-date is expected to be December 24, 2020, one business day prior to the record date. Fractional shares of common stock will be distributed in connection with the Spin-Off except for shareholders who hold stock in "street name" at Depository Trust Company who will receive cash-in-lieu, as Depository Trust Company does not accept fractional shares. Gold Resource shareholders will continue to own their shares of Gold Resource’s common stock.
No action is required by Company shareholders to receive the distributed shares of Fortitude Gold common stock. Gold Resource Corporation shareholders of record will receive a book-entry account statement reflecting their new ownership of Fortitude Gold stock or their brokerage account will be credited with Fortitude Gold shares. The Fortitude Gold shares are expected to be credited to “street name” shareholders through Depository Trust Corporation (DTC) on the Distribution Date.
A registration statement relating to the shares subject to the distribution has been filed with the Securities and Exchange Commission but has not yet become effective. The shares of Fortitude Gold may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. The record date and the distribution date for the spin-off of Fortitude Gold may change depending on the effective date of Fortitude Gold's registration statement. This announcement shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
Fortitude Gold awaits approval from Financial Industry Regulatory Authority (“FINRA”) and the OTC Markets Group to begin publicly trading under a yet to be announced stock symbol. There is no assurance when trading of Fortitude Gold common stock will begin. Fortitude Gold will provide a subsequent press release with updated information regarding the trading of its common stock following receipt of such information from FINRA.
Gold Resource common stock will continue to trade on the NYSE American under the symbol “GORO” through and after the Distribution Date.
For U.S. federal income tax purposes, Fortitude Gold U.S. shareholders (other than those subject to special rules) generally should not recognize gain or loss as a result of the distribution. Fortitude Gold shareholders are urged to consult with their tax advisors with respect to the U.S. federal, state and local or foreign tax consequences, as applicable, of the distribution.
About GRC:
Gold Resource Corporation is a gold and silver producer, developer and explorer with operations in Oaxaca, Mexico. The Company targets low capital expenditure projects with potential for generating high returns on capital. The Company has reached milestones including a decade of production, generated over $1 billion in revenue and has returned $115 million to its shareholders in consecutive monthly dividends since July 2010. In addition, the Company also offers its shareholders the option to convert their cash dividends into physical gold and silver and take delivery. For more information, please visit GRC’s website, located at www.goldresourcecorp.com and read the Company’s 10-K for an understanding of the risk factors involved.
Cautionary Statements:
This press release contains forward-looking statements that involve risks and uncertainties. The statements contained in this press release that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. When used in this press release, the words “plan”, “target”, "anticipate," "believe," "estimate," "intend" and "expect" and similar expressions are intended to identify such forward-looking statements. Such forward-looking statements include, without limitation, the statements regarding Gold Resource Corporation’s strategy, future plans for production, future expenses and costs, future liquidity and capital resources, and estimates of mineralized material. All forward-looking statements in this press release are based upon information available to Gold Resource Corporation on the date of this press release, and the Company assumes no obligation to update any such forward-looking statements. Forward looking statements involve a number of risks and uncertainties, and there can be no assurance that such statements will prove to be accurate. The Company's actual results could differ materially from those discussed in this press release. In particular, the scope, duration, and impact of the COVID-19 pandemic on mining operations, Company employees, and supply chains as well as the scope, duration and impact of government action aimed at mitigating the pandemic may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking information. Also, there can be no assurance that production will continue at any specific rate. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in the Company’s 10-K filed with the SEC.
Contacts:
Corporate Development
Greg Patterson
303-320-7708
www.goldresourcecorp.com