Gold Resource Corporation Approves Spin-Off of Fortitude Gold Corporation and Announces Record and Distribution Dates
December 17 2020 - 6:00PM
via NewMediaWire -- 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
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