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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): |
June 18, 2026 |
GOLD
RESOURCE CORPORATION
(Exact name of registrant as specified in its charter)
| Colorado |
|
001-34857 |
|
84-1473173 |
(State or other jurisdiction of
incorporation) |
|
(Commission
File Number) |
|
(I.R.S. Employer
Identification Number) |
7887
East Belleview
Avenue, Suite 1100
Denver, Colorado |
|
80211 |
| (Address of principal executive offices) |
|
(Zip Code) |
| |
| Registrant’s telephone number including area code: |
(303) 320-7708 |
(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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which
registered |
| Common Stock |
|
GORO |
|
NYSE American |
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. ¨
As previously
announced, on January 25, 2026, Gold Resource Corporation (the “Company”) entered into an Arrangement Agreement and Plan
of Merger, as amended by that certain First Amendment to Arrangement Agreement dated May 15, 2026 (the “Arrangement Agreement”),
with Goldgroup Mining Inc., a corporation incorporated under the laws of the province of British Columbia (“Goldgroup”), and
Goldgroup Merger Sub Inc., a Colorado corporation and direct, wholly owned subsidiary of Goldgroup (“Purchaser Sub”). The
Arrangement Agreement provides that, among other things and subject to the terms and conditions of the Arrangement Agreement, Purchaser
Sub will merge with and into the Company, with the Company surviving and continuing as the surviving corporation as a direct, wholly owned
subsidiary of Goldgroup (such transaction, the “Merger”).
In connection
with the Merger, the Company filed a definitive proxy statement (the “Proxy Statement”) with the U.S. Securities and Exchange
Commission (the “SEC”) on May 29, 2026. As is common in transactions of this type, multiple lawsuits have been threatened
by purported shareholders of the Company, challenging the completeness and accuracy of the disclosure in the Proxy Statement.
The supplemental
disclosures below should be read in conjunction with the Proxy Statement, available on the SEC’s website at https://www.sec.gov,
along with periodic reports and other information the Company files with the SEC. To the extent information herein differs from or updates
information contained in the Proxy Statement, the information set forth herein shall supersede or supplement the information in the Proxy
Statement. All page references are to the Proxy Statement, and terms used but not defined below have the meanings set forth in the
Proxy Statement.
The Company
and Goldgroup believe the claims in the threatened lawsuits are without merit and that no supplemental disclosures are required under
applicable law. However, to eliminate the burden, expense, and uncertainties inherent in such litigation, and without admitting any liability
or wrongdoing, the Company is voluntarily making the supplemental disclosures set forth below. Nothing herein shall be deemed an admission
of the legal necessity or materiality of any of these disclosures. The Company and Goldgroup specifically deny all allegations in the
threatened lawsuits, including that any additional disclosure was or is required.
Supplemental
Proxy Statement Disclosures
The
following changes, shown in strikethrough (for deletions) and underline (for additions) text, are made to the second sentence under the
heading “Who is entitled to vote at the Special Meeting?” on page 8
As of the
record date, there were approximately 161,889,776163,392,909 Company Shares outstanding, with one vote per share.
The
following disclosure is added immediately following the first sentence in the sixth paragraph on page 33
None of
these agreements contained a “don’t ask, don’t waive” provision that would prevent the counterparty from making
a proposal to acquire the Company.
The
following disclosure is added immediately following the second sentence of the second full paragraph on page 43
The projections provided to ATB Cormark were subject
to the assumptions and limitations set forth in the section entitled “—Certain
Prospective Financial and Operating Information” beginning on page 49 of this Proxy Statement.
The
following disclosure is added to the top of page 49
Certain
Prospective Financial and Operating Information
The Company
does not, as a matter of course, make public projections as to future performance, earnings, or other results due to the inherent unpredictability
of projections and their underlying assumptions and estimates. However, the Company provided to Goldgroup, in connection with its due
diligence review, certain non-public unaudited financial and operating projections on a stand-alone basis, without giving effect to the
Merger, for the period from 2026 through 2030 (the “Company Projections for Gold Resource”). The Company prepared similar
financial and operating projections for Goldgroup for the period from 2026 through 2031 based, in part, on Goldgroup’s management
model and certain estimates of the Company’s management (the “Company Projections for Goldgroup” and, together with
the Company Projections for Gold Resource, are referred to as the “Projections” herein); Goldgroup management was not involved
in the preparation of the Company Projections for Goldgroup aside from providing the Company with Goldgroup’s management model.
In addition, the Company provided the Projections to ATB Cormark in connection with the preparation of its valuation analyses and fairness
opinion, as described in, and subject to the assumptions and limitations as set forth in, the section entitled “—Opinion
of Our Financial Advisor.”
The Projections
were not prepared with a view toward public disclosure. They are only included herein because they were (i) prepared by the Company
in connection with due diligence, (ii) made available to the Board in connection with its review of the potential transaction with
Goldgroup and its evaluation of strategic alternatives, and (iii) used by ATB Cormark in preparing its valuation analyses and fairness
opinion provided to the Board, as described in the section entitled “—Opinion of Our Financial Advisor.” The
summary of the Projections is not included to influence any Company stockholder’s decision whether to vote in favor of the proposal
to approve the Arrangement Agreement. The Projections may differ from published analyst estimates and forecasts.
The Projections
do not necessarily comply with published guidelines of the SEC, the provisions of NI 43-101, the guidelines established by the American
Institute of Certified Public Accountants for preparation and presentation of financial forecasts, or generally accepted accounting principles
(“GAAP”), and do not include footnote disclosures as may be required by GAAP. Neither BDO USA, P.C., the Company’s independent
auditors, nor any other independent accountants, have compiled, examined, or performed any procedures with respect to the Projections,
nor have they expressed any opinion or any other form of assurance on such information or its achievability, and assume no responsibility
for, and disclaim any association with, the prospective financial information.
The Projections,
while presented with numerical specificity, were based on numerous variables and assumptions that are inherently uncertain and many of
which are beyond the control of the Company’s management. By their nature, the projections become subject to greater uncertainty
with each successive year. The underlying assumptions necessarily involve judgments with respect to, among other things, future economic,
competitive, and financial market conditions, all of which are difficult or impossible to predict accurately and many of which are beyond
the Company’s control, including general economic conditions, competition, and the risks discussed under the section entitled “Cautionary
Statement on Forward-Looking Information.” The Projections also reflect assumptions as to certain business decisions that are
subject to change and periodic revision based on actual results, revised business prospects, changes in the competitive environment, changes
in general business or economic conditions, or any other event that was not anticipated when the Projections were prepared. In addition,
the Projections might be affected by the Company’s or Goldgroup’s ability to achieve proposed initiatives, objectives, and
targets over the applicable periods.
The Projections
treat the Company and Goldgroup, as applicable, on a stand-alone basis, without giving effect to the Merger, including the impact of negotiating
or executing the Arrangement Agreement, any expenses incurred in connection with consummating the Merger, the effect of any business or
strategic decision taken as a result of the Arrangement Agreement, or the effect of any decision that would likely have been taken absent
the Arrangement Agreement but was instead altered, accelerated, postponed, or not taken in anticipation of the Merger.
There can
be no assurance that the Projections will be realized, and actual results may vary materially from those shown. The inclusion of the Projections
herein should not be regarded as an indication that the Company, Goldgroup, or any of their respective affiliates, advisors, officers,
directors, or representatives considered or consider them to be predictive of actual future events, and they should not be relied upon
as such. The Company has not updated the Projections to reflect management’s current views, and they should not be treated as guidance
for any period. Neither the Company, Goldgroup, nor any of their respective affiliates, advisors, officers, directors, or representatives
gives any assurance that actual results will not differ materially from the Projections, and none of them undertakes any obligation to
update or revise the Projections to reflect circumstances existing after the date they were generated or the occurrence of future events,
except as required by law. Neither the Company, Goldgroup, nor any of their respective affiliates, advisors, officers, directors, or representatives
has made or makes any representation to any stockholder of the Company or other person regarding the ultimate performance of the Company
compared to the Projections or that the Projections will be achieved. The Company has made no representation to Goldgroup or its affiliates,
in the Arrangement Agreement or otherwise, concerning the Projections. The Projections are forward-looking statements, expressly qualified
in their entirety by the risks and uncertainties identified above and the cautionary statements contained in Item 1A of Part I
of the Company’s Annual Report on Form 10-K, as such risk factors may be amended, supplemented, or superseded from time to
time by other reports filed with the SEC, available at www.sec.gov.
Certain
of the Projections (including all-in sustaining costs per ounce of gold equivalent and free cash flow) are or may be considered non-GAAP
financial measures. Non-GAAP financial measures have inherent limitations because they exclude charges and credits required in a GAAP
presentation. They should not be considered in isolation from, or as a substitute for, financial information presented in compliance with
GAAP, and as used by the Company may not be comparable to similarly titled amounts used by other companies. Financial measures provided
to a financial advisor in connection with a business combination transaction such as the Merger are excluded from the definition of non-GAAP
financial measures under SEC rules, which would otherwise require a reconciliation to GAAP. Accordingly, no reconciliation of the non-GAAP
financial measures in the Projections to GAAP measures was created, used, or relied upon by the Board or ATB Cormark in connection with
their respective evaluations of the Merger.
In light
of the foregoing factors and the uncertainties inherent in the Projections, Company stockholders are cautioned not to place undue, if
any, reliance on the Projections. Neither the Company, nor Goldgroup or any of their respective affiliates or representatives, including
ATB Cormark, has made or makes any representation to any person regarding the ultimate performance of the Company compared to the information
contained in the Projections.
The following
is a summary of the Projections (which summary is not included herein to induce any Company stockholder to vote in favor of the proposal
to approve the Arrangement Agreement):
Company
Projections for Gold Resource
(US$ in millions, unless
indicated otherwise below) | |
2026E | | |
2027E | | |
2028E | | |
2029E | | |
2030E | |
| Production (koz AuEq) | |
| 41 | | |
| 34 | | |
| 41 | | |
| 41 | | |
| 11 | |
| Gold price (US$/oz Au) (1) | |
$ | 4,000 | | |
$ | 3,989 | | |
$ | 3,775 | | |
$ | 3,500 | | |
$ | 3,000 | |
| AISC (US$/oz AuEq) (2) | |
$ | 2,692 | | |
$ | 3,003 | | |
$ | 2,083 | | |
$ | 1,878 | | |
$ | 2,547 | |
| Operating cash flow (3) | |
$ | 86 | | |
$ | 38 | | |
$ | 62 | | |
$ | 52 | | |
$ | (2 | ) |
| Total capital expenditures (4) | |
$ | 35 | | |
$ | 27 | | |
$ | 11 | | |
$ | 4 | | |
$ | 2 | |
| Free cash flow (4) (5) | |
$ | 51 | | |
$ | 11 | | |
$ | 51 | | |
$ | 48 | | |
$ | (4 | ) |
Company
Projections for Goldgroup
(US$ in millions, unless
indicated otherwise below) | |
| 2026E | | |
| 2027E | | |
| 2028E | | |
| 2029E | | |
| 2030E | | |
| 2031E | |
| Production (koz AuEq) | |
| 27 | | |
| 58 | | |
| 88 | | |
| 101 | | |
| 71 | | |
| 10 | |
| Gold price (US$/oz Au) (1) | |
$ | 4,000 | | |
$ | 3,989 | | |
$ | 3,775 | | |
$ | 3,500 | | |
$ | 3,000 | | |
$ | 3,000 | |
| AISC (US$/oz AuEq) (2) | |
$ | 2,716 | | |
$ | 1,683 | | |
$ | 1,250 | | |
$ | 1,836 | | |
$ | 2,289 | | |
$ | 1,817 | |
| Operating cash flow (3) | |
$ | 42 | | |
$ | 99 | | |
$ | 150 | | |
$ | 117 | | |
$ | 35 | | |
$ | 12 | |
| Total capital expenditures (4) | |
$ | 37 | | |
$ | 8 | | |
$ | 3 | | |
$ | 8 | | |
$ | 1 | | |
$ | 1 | |
| Free cash flow (4) (5) | |
$ | 5 | | |
$ | 91 | | |
$ | 147 | | |
$ | 109 | | |
$ | 34 | | |
$ | 11 | |
| (1) | Based on median gold price forecasts of well-known U.S., Canadian
and international banks’ equity research. |
| (2) | AISC is a non-GAAP measurement defined as all-in sustaining costs
per ounce of gold equivalent. |
| (3) | Operating cash flow means net cash provided by (used in) operating
activities, net of taxes, and for the Company Projections for Goldgroup, includes contributions from the Cerro Prieto mine and the San
Francisco Mine, net of corporate G&A expenses. |
| (4) | The Company Projections for Gold Resource include approximately
$34 million of underground development capital expenditures from 2025 through 2027. The Company Projections for Goldgroup include
approximately $28 million of restart capital expenditures for the San Francisco Mine in 2026. |
| (5) | Free cash flow is a non-GAAP measurement defined as operating cash
flow minus total capital expenditures. |
The
following changes, shown in strikethrough (for deletions) and underline (for additions) text, are made to the second sentence of the first
paragraph under the heading “Voting at the Special Meeting” on page 85
As of the
record date, there were approximately 161,889,776163,392,909 Company Shares outstanding, with one vote per share.
Additional Information and Where to Find It
The Company, the members of the Company’s
board of directors, and certain of the Company’s executive officers are participants in the solicitation for proxies from stockholders
in connection with the merger. The Company filed the Proxy Statement with the SEC on May 29, 2026. Information regarding such participants,
including their direct or indirect interests, by security holdings or otherwise, is included in the Proxy Statement. To the extent that
holdings of the Company’s securities by its directors and executive officers have changed since the amounts set forth in the Proxy
Statement, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC.
On or about May 29, 2026, the Company mailed
the definitive Proxy Statement to each stockholder entitled to vote at the special meeting to consider the adoption of the Arrangement
Agreement. STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT
DOCUMENTS THAT THE COMPANY HAS FILED OR WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT
INFORMATION. Stockholders may obtain, free of charge, the Proxy Statement, any amendments or supplements thereto, and any other relevant
documents filed by the Company with the SEC in connection with the Merger at the SEC’s website (http://www.sec.gov). Copies of the
Company’s definitive Proxy Statement, any amendments or supplements thereto, and any other relevant documents filed by the Company
with the SEC in connection with the Merger will also be available, free of charge, at the Company’s investor relations website (https://goldresourcecorp.com/investors/reports-filings/).
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 18, 2026 |
By: |
/s/ Allen Palmiere |
| |
Name: |
Allen Palmiere |
| |
Title: |
Chief Executive Officer and President |
