Gold Resource Corporation Approves Spin-Off of Fortitude Gold Corporation and Announces Record and Distribution Dates
Colorado Springs, CO – 
(NewMediaWire) – December 17, 2020 – 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
