Gold Resource Corporation filed SEC Form 8-K: Entry into a Material Definitive Agreement, Regulation FD Disclosure, Financial Statements and Exhibits
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SECURITIES AND EXCHANGE COMMISSION
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Item 1.01 | Entry into a Material Definitive Agreement |
On September 2, 2025, Gold Resource Corporation (the “Company”) entered into a securities purchase agreement (the “SPA”) with certain investors providing for the purchase and sale of up to 25,315,960 shares of its common stock at a price of $0.45 per share (the “Shares”) in a registered direct offering, resulting in estimated total gross proceeds to the Company of approximately $11.4 million (the “Offering”). The Offering closed on September 8, 2025.
The Shares were sold by the Company in a registered direct offering pursuant to a “shelf” registration statement on Form S-3 (File No. 333-271913), including an accompanying prospectus, declared effective by the United States Securities and Exchange Commission (the “SEC”) on June 9, 2023. The Offering of the Shares was made only by means of a prospectus, including a prospectus supplement, that forms a part of the registration statement. A final prospectus supplement and accompanying prospectus relating to the registered direct offering has been filed with the SEC and is available on the SEC’s website located at www.sec.gov.
The Company intends to use approximately $6.4 million of the net proceeds of the Offering to prepay in full the principal amount (including accrued interest) of the loan (the “Loan”) under that certain Loan Agreement, dated as of June 26, 2025, by and among the Company, Don David Gold Mexico S.A. de C.V., the Company’s wholly owned Mexican subsidiary (the “Don David Gold Mine”), and Francisco Javier Reyes de la Campa and Jaluca Limited, as the lenders. The Company has the right to prepay the Loan, in whole or in part, at any time without penalty. The remaining proceeds from the Offering after prepayment of the Loan will be used for working capital and general corporation purposes, including to continue the development of the Three Sisters vein system at the Don David Gold Mine and to support progress on the prefeasibility study and the permitting process for the Back Forty Project in Michigan.
A copy of the opinion of Davis Graham & Stubbs LLP relating to the legality of the issuance and sale of the Shares in the Offering is attached as Exhibit 5.1 to this Current Report on Form 8-K.
The foregoing description of the securities purchase agreement is not complete and is qualified in its entirety by reference to the full text of the form of securities purchase agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.
This Current Report on Form 8-K does not constitute an offer to sell any securities or a solicitation of an offer to buy any securities, nor shall there be any sale of any securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements that involve risks and uncertainties. The statements contained in this Current Report on Form 8-K that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act of 1934, as amended. When used in this Current Report on Form 8-K, 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 intended use of proceeds from the Offering. All forward-looking statements in this Current Report on Form 8-K are based upon information available to Gold Resource Corporation as of the date of this Current Report on Form 8-K, 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 Current Report on Form 8-K. Forward-looking statements are subject to risks and uncertainties that may be found in
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the periodic and current reports filed with the SEC by the Company, including the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, which are available on the SEC’s website at www.sec.gov.
Item 7.01 | Regulation FD Disclosure |
On September 3, 2025, the Company issued a news release announcing the Offering. A copy of the news release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any of the Company’s filings or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
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 |
Consent of Davis Graham & Stubbs LLP (included in Exhibit 5.1) | ||
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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: September 8, 2025 | By: | /s/ Allen Palmiere | |
Name: | Allen Palmiere | ||
Title: | Chief Executive Officer and President | ||
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