Gold Resource (NYSE: GORO) sells shares to raise about $11.4M

Rhea-AI Filing Summary

Gold Resource Corporation entered into a securities purchase agreement for a registered direct stock offering. The company sold up to 25,315,960 shares of common stock at $0.45 per share, generating estimated gross proceeds of approximately $11.4 million. The offering was made under an existing shelf registration statement on Form S-3 and closed on September 8, 2025.

The company plans to use about $6.4 million of the net proceeds to fully prepay the principal and accrued interest on a loan entered into on June 26, 2025 with lenders including its Mexican subsidiary, Don David Gold Mexico S.A. de C.V. The remaining funds will support working capital and general corporate purposes, including development of the Three Sisters vein system at the Don David Gold Mine and advancing prefeasibility and permitting work for the Back Forty Project in Michigan.

Insights

Equity & balance sheet analyst

Gold Resource raises equity to retire debt and fund projects.

Gold Resource Corporation completed a registered direct offering of up to 25,315,960 common shares at $0.45 per share, for estimated gross proceeds of about $11.4 million. This transaction adds new equity capital using the company’s pre-effective Form S-3 shelf registration, with the deal closing on September 8, 2025.

The company intends to apply roughly $6.4 million of net proceeds to fully prepay the principal and accrued interest on a loan dated June 26, 2025. Retiring this loan reduces financial obligations and removes related interest costs. The balance of the proceeds is earmarked for working capital and general corporate purposes, including ongoing development of the Three Sisters vein system at the Don David Gold Mine and advancing prefeasibility and permitting for the Back Forty Project in Michigan.

The equity issuance increases the share count while improving liquidity and simplifying the capital structure through debt prepayment. Future disclosures in periodic reports will show how quickly the loan is extinguished and how the remaining funds are deployed across the Don David Gold Mine and Back Forty Project.

8-K Event Classification

3 items: 1.01, 7.01, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

0001160791false00011607912025-09-022025-09-02

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

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Date of Report (Date of earliest event reported): September 2, 2025

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GOLD RESOURCE CORPORATION

(Exact name of registrant as specified in its charter)

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Colorado	001-34857	84-1473173
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

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7900 E. Union Ave, Suite 320	​	​
Denver, Colorado	​	80237
(Address of principal executive offices)	​	(Zip Code)

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Registrant’s telephone number including area code: (303) 320-7708

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(Former name or former address, if changed since last report)

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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:

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☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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☐ 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:

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Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	GORO	NYSE American

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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).

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Emerging growth company ☐

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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. ◻

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1.01

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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 Number		Description of Exhibit
5.1	​	Opinion of Davis Graham & Stubbs LLP
10.1	​	Form of Securities Purchase Agreement
23.1	​	Consent of Davis Graham & Stubbs LLP (included in Exhibit 5.1)
99.1	​	News Release dated September 3, 2025
104	​	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURE

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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.

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​	​	GOLD RESOURCE CORPORATION
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Date: September 8, 2025		By:	/s/ Allen Palmiere
		Name:	Allen Palmiere
		Title:	Chief Executive Officer and President

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FAQ

What type of financing did Gold Resource Corporation (GORO) complete?

Gold Resource Corporation completed a registered direct offering of its common stock under an existing Form S-3 shelf registration statement, selling shares directly to certain investors.

How many shares did GORO offer and at what price?

The company agreed to sell up to 25,315,960 shares of its common stock at a price of $0.45 per share in the offering.

How much did Gold Resource Corporation raise in gross proceeds?

The registered direct offering is expected to generate estimated total gross proceeds of approximately $11.4 million for Gold Resource Corporation.

How will GORO use the proceeds from this stock offering?

The company plans to use about $6.4 million of the net proceeds to fully prepay a loan entered into on June 26, 2025, and to use the remaining funds for working capital and general corporate purposes, including development of the Three Sisters vein system and work on the Back Forty Project.

Which loan is GORO prepaying with the offering proceeds?

The proceeds will be used to prepay in full the principal and accrued interest of the Loan Agreement dated June 26, 2025, between Gold Resource Corporation, its wholly owned Mexican subsidiary Don David Gold Mexico S.A. de C.V., and lenders Francisco Javier Reyes de la Campa and Jaluca Limited.

What projects are supported by the remaining proceeds for GORO?

After the loan prepayment, remaining proceeds will support working capital and general corporate purposes, including continued development of the Three Sisters vein system at the Don David Gold Mine and progress on the prefeasibility study and permitting for the Back Forty Project in Michigan.

When did the Gold Resource Corporation offering close?

The registered direct offering of common stock by Gold Resource Corporation closed on September 8, 2025.