grc_8k-122309.htm
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 event reported): December 17, 2009
GOLD
RESOURCE CORPORATION
(Exact
name of registrant as specified in its charter)
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Colorado
(State
or other jurisdiction of incorporation or organization)
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333-129321
(Commission
File Number)
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84-1473173
(I.R.S.
Employer Identification
No.)
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222 Milwaukee Street, Suite
301
Denver,
CO 80206
(Address
of principal executive offices) (Zip Code)
Registrant's
telephone number including area code: (303)
320-7708
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):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
1.01 Entry into a Material Definitive
Agreement
On
December 17, 2009, Gold Resource Corporation (the “Company”) entered into a
subscription agreement with Hochschild Mining Holdings Limited, a private
limited company organized under the laws of England and Wales (“Hochschild”), to
sell 1,954,795 shares of its common stock at a price of $8.185 per share, or a
total of $15,999,997.10 (“Subscription Agreement”). The Subscription
Agreement was executed in connection with the exercise by Hochschild of a right
of first refusal to provide additional equity funding to the Company previously
granted to Hochschild in a Strategic Alliance Agreement dated December 5, 2008
between the parties ("Strategic Alliance Agreement"). A copy of
the Strategic Alliance Agreement was filed with the Securities and Exchange
Commission under cover of Form 8-K on December 11, 2008.
The
Company intends to use a portion of the proceeds received from the financing to
continue development of the mill and mine at its El Aguila Project in
Mexico. However, the Company agreed to reserve $8,000,000 of the
proceeds solely for construction
of a decline ramp, drifts and crosscuts, and associated surface facilities to
support underground development and mining at the La
Arista
vein. As set forth in more detail in the Subscription
Agreement, the Company and Hochschild have agreed to place the $8,000,000 of
proceeds reserved for underground mining expenses into a restricted bank account
in the name of the Company, for which joint signatures of the Company and
Hochschild would be required. The Company will be required to
document any expenditures from the restricted account that have been or will be
used for development of an underground mine, as defined above.
Under the
terms of the Subscription Agreement, an additional $1,500,000 of the proceeds
will be placed in a restricted account reserved exclusively for exploration
expenses that was created during the financing transaction between the Company
and Hochschild in July 2009. The funds are intended to replenish
funds expended from the exploration expenses account. Similar to the
underground mining account, the exploration expense account is in the name of
the Company and requires joint signatures of the Company and Hochschild to
withdraw the funds.
The sale
of common stock was made in a transaction that was not registered under the
Securities Act of 1933, as amended, (the “Securities Act”). See Item
3.02 below for additional information about the securities sold pursuant to the
Subscription Agreement. A copy of the Subscription Agreement is
attached to this report as Exhibit 10.1.
Item
3.02 Unregistered Sales of Equity Securities
As stated
above, on December 17, 2009, the Company agreed to sell 1,954,795 shares of
its common stock to Hochschild in a transaction that was not registered under
the Securities Act. Each share of common stock was sold for a price
of $8.185, for gross proceeds to the Company of $15,999,997.10. No
underwriter or placement agent was involved in the sale of common stock to
Hochschild.
The sale
of common stock in the private placement was made outside the United States in
reliance on the provisions of Regulation S of the Securities
Act. In connection with the sale:
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(i)
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The
offer was not made to a person in the United States and at the time the
buy order was originated, the Company believed that the buyer was outside
the United States;
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(ii)
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No
directed selling efforts were made in the United States;
and
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(iii)
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(a)
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Offering
restrictions were implemented; and
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(b)
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(1) The
offer and sale of the securities were not made to a U.S. person or for the
account or benefit of a U.S. person; (2) the purchaser of the
securities certified that it was not a U.S. person and was not acquiring
the securities for the account or benefit of a U.S. person or was a
U.S. person who purchased securities in a transaction that did not that
did not require registration under the Securities Act; (3) the
purchaser of the securities agreed to resell such securities only in
accordance with the provision of Regulation S, pursuant to
registration under the Securities Act or pursuant to an available
exemption from registration and further agreed not to engage in hedging
transactions with regard to said securities unless in compliance with the
Securities Act; (4) the Company caused or will cause a legend to be
placed on the certificates representing the shares noting the restrictions
on transfer in accordance with Regulation S; and (5) the Company
is required by contract to refuse to register any transfer of the
securities not made in accordance with the provisions of
Regulation S, pursuant to registration under the Securities Act or
pursuant through an available
exemption.
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On December 18, 2009, the Company
issued a press release relating to the sale of shares to Hochschild discussed
above. A copy of the press release is attached to this report as Exhibit
99.1.
The
information furnished under this Item 7.01, including the exhibits, shall not be
deemed “filed” for purposes of Section 18 of the Securities Exchange Act of
1934, nor shall it be deemed incorporated by reference in any filing under the
Securities Act of 1933, except as shall be expressly set forth by reference to
such filing.
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits.
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10.1
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Subscription
Agreement between the Company and Hochschild dated December 17,
2009.
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99.1
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Press
Release dated December 18, 2009.
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Cautionary
Statement for Purposes of the "Safe Harbor "Provisions of the Private Securities
Litigation Reform Act of 1995.
The matters discussed in this report on
Form 8-K, when not historical matters, are forward-looking statements that
involve a number of risks and uncertainties that could cause actual results to
differ materially from projected results. Such factors include, among
others set forth in the Company's reports filed with the SEC, the results of its
continuing exploration program, the decisions of third parties over which the
Company has no control, commodity prices, environmental and government
regulations, availability of financing, judicial proceedings, force majeure events, and
other risk factors as described from time to time in the Company's filings with
the SEC. Many of these factors are beyond the Company's ability to
control or predict. The Company disclaims any intent or obligation to
update its forward-looking statements, whether as a result of receiving new
information, the occurrence of future events, or otherwise.
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.
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GOLD
RESOURCE CORPORATION
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Date:
December 23, 2009
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By:
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/s/ William
W. Reid |
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Name:
William W. Reid |
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Title:
President |
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Exhibit
Index
The following is a list of the Exhibits
furnished herewith.
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10.1
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Subscription
Agreement between the Company and Hochschild, dated December 17,
2009
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99.1
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Press
Release dated December 18, 2009.
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