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 20, 2019

GOLD RESOURCE CORPORATION

(Exact name of registrant as specified in its charter)

Colorado

(State or other jurisdiction of

incorporation or organization)

001‑34857

(Commission File

Number)

84‑1473173

(I.R.S. Employer

Identification No.)

 

2886 Carriage Manor Point

Colorado Springs, CO 80906

(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):

☐             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))

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. ☐

Securities registered pursuant Section 12(b) of the Act:

Title of each class

    

Trading Symbol

    

Name of each exchange where registered

Common Stock

 

GORO

 

NYSE American

 

 

 

 

 

Item 5.07.     Submission of Matters to a Vote of Security Holders

 

Gold Resource Corporation (the “Company”) held its annual shareholders’ meeting on June 20, 2019.  At the annual meeting, the shareholders elected the four individuals nominated to be directors, voted on an advisory basis to approve the compensation of the named executive officers and ratified the appointment of Plante Moran PLLC as the Company's independent registered public accounting firm for the year ending December 31, 2019.  

 

Election results for the nomination of directors are as follows:

 

27,

 

 

 

 

 

 

 

 

 

Shares Voted

 

Name of Nominee

    

For

    

Withheld

    

Broker Non-Votes

 

Bill M. Conrad

 

28,902,654 

 

989,651 

 

21,989,280 

 

Jason D. Reid

 

29,214,330 

 

677,975 

 

21,989,280 

 

Alex G. Morrison

 

29,143,632 

 

748,673 

 

21,989,280 

 

Kimberly C. Perry

 

29,202,766 

 

689,539 

 

21,989,280 

 

 

Election results for the advisory proposal to approve executive compensation are as follows:

 

 

 

 

 

 

 

 

 

For

    

Against

    

Abstain

    

Broker Non-Votes

 

28,734,303 

 

1,004,673 

 

153,329 

 

21,989,280 

 

 

Election results for the ratification of the appointment of Plante Moran PLLC as the independent registered public accounting firm for the year ending December 31, 2019 are as follows:

 

 

 

 

 

 

 

 

 

For

    

Against

    

Abstain

    

Broker Non-Votes

 

51,271,047 

 

383,513 

 

227,025 

 

0 

 

 

Item 7.01.     Regulation FD

 

In connection with its annual meeting of shareholders, the Company made a presentation to the shareholders in attendance at the meeting.  A copy of the slides presented at the meeting 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.

 

99.1       Power Point presentation dated June 20, 2019. 

 

 

Cautionary Statement for Purposes of the "Safe Harbor "Provisions of the Private Securities Litigation Reform Act of 1995.

 

With the exception of historical matters, the matters discussed in this report include forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially from projections or estimates contained therein. Such forward-looking statements include, among others, statements regarding future exploration and development activities and the decisions of third parties over which the Company has no control. Factors that could cause actual results to differ materially from projections or estimates include, among others, precious metals prices, economic and market conditions and future drilling results, as well as other factors described in our Annual Report on Form 10-K for the year ended December 31, 2018, and other filings with the SEC. Most of these factors are beyond the Company’s ability to predict or control. The Company disclaims any obligation to update any forward-looking statement made in the press release. Readers are cautioned not to put undue reliance on forward-looking statements.

 

 

 

EXHIBIT INDEX

 

The following is a list of the Exhibits furnished herewith.

 

 

 

Exhibit

    

 

Number

 

Description of Exhibit

 

 

 

99.1

 

Power Point presentation dated June 20, 2019

 

 

 

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.

 

 

 

 

 

GOLD RESOURCE CORPORATION

 

 

 

Date:  June 20, 2019

By:

/s/ Jason D. Reid

 

Name:

Jason D. Reid

 

Title:

Chief Executive Officer and President

 

 

Exhibit 99.1

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Isabella Pearl Mine, NV USA NYSE American: GORO 2019 Annual General Meeting

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This brochure contains statements that plan for or anticipate the future. Forward-looking statements include statements about the Company's ability to develop and produce gold or other precious metals, statements about our future business plans and strategies, statements about future revenue and the receipt of working capital, and most other statements that are not historical in nature. Forward-looking statements are often identified by words such as "anticipate," "plan," "believe," "expect," "estimate," and the like. Because forward-looking statements involve future risks and uncertainties, there are factors that could cause actual results to differ materially from those expressed or implied, including those described in our filings with the SEC. Prospective investors are urged not to put undue reliance on these forward-looking statements. This presentation is to be read in conjunction with the most current 10K available at the Securities & Exchange Commission website www.sec.gov. or www.Goldresourcecorp.com FORWARD LOOKING STATEMENTS 2 NYSE American: GORO

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AGENDA ➢2018 Highlights ➢Oaxaca Mining Unit ➢Nevada Mining Unit ➢Growth Profile ➢Company Vision ➢Gold 3 NYSE American: GORO Isabella Pearl Mine, NV USA

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✓ 8th consecutive year of profitability ✓ 8 years of organic growth (Q3 2010 – Q3 2018) ✓ $115.3 million net sales, an increase of 5% year-over-year ✓ $9.3 million net income, or $0.16 per share ✓ $84 total cash cost per precious metal gold equivalent ounce sold ✓ $655 total all-in sustaining cash cost per precious metal ounce (“AISC”) ✓ Obtained necessary permits to construct and operate Isabella Pearl Project ✓ $15.4 million cash flow deployed to build Isabella Pearl Project ✓ $15 million equity raise to fund Isabella Pearl project construction (2018-2019) 2018 REVIEW 4 NYSE American: GORO Isabella Pearl Mine, NV USA

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5 NYSE American: GORO 2018 REVIEW ✓ Working capital of $13.5 million ✓ Commenced Isabella Pearl construction and completed heap leach pad ✓ Commenced Isabella Pearl mining, crushing, and ore placement on heap pad ✓ $1.1 million dividends distributed totaling $111 million total to date ✓ Global Proven & Probable Reserve tonnes increased by 16% year-over-year ✓ Global Proven & Probable Reserve Au oz increase 17.9%, Ag increase 14.2% Isabella Pearl Mine, NV USA

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OAXACA MINING UNIT 6 Production, Development & Exploration Stage NYSE American: GORO Aguila Mill, Oaxaca, MX

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OAXACA MINING UNIT UPDATE 7 NYSE American: GORO ➢El Aguila Project ➢Grid Power Complete ➢Tailings facility phase IV complete ➢Paste fill plant nearing completion ➢Arista Mine Expansion ➢Alta Gracia Project ➢Mirador Mine Aguila Mill, Oaxaca, MX

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➢Successfully connected to the power grid ➢5 year process ➢Reduce unit power costs ➢Saving +$1M (w diesel credit) ➢Savings +$5M (no diesel credit) ➢Reduce generator maintenance and replacement costs ➢25,000 families along the route have first time access to electricity 34.5 KVA POWER LINE PROJECT COMPLETE NYSE American: GORO

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➢Tailings lift construction phase IV complete ➢2-3 year capacity, mill throughput dependent ➢Evaluating future phase V and / or dry stack tailings facility TAILINGS FACILITY PHASE IV COMPLETE NYSE American: GORO Phase IV Phase I & II Phase III Mill Phase IV complete

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➢Reconstitute tailings and pipe back into mine ➢Final construction phase ➢Safer, lessens surface impoundment needs and should allow for 100% extraction of mine pillars ➢Credit to the team to bring this project in-house (~$4.M vs ~$20M) PASTE FILL PROJECT NYSE American: GORO

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➢ Arista – 39 modeled veins & splays ➢ Switchback – 22 modeled veins and splays ARISTA MINE EXPANSION NYSE American: GORO

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SWITCHBACK VEIN SYSTEM; 2019 NW EXPANSIONS NYSE American: GORO ➢ 11.95 meters of 1.04 grams per tonne (g/t) gold and 494 g/t silver, including 2.50 meters of 2.68 g/t gold and 1,420 g/t silver

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➢Independencia Portal ➢Wider high-grade veins ➢Development crosscut in March 2019: 6 meters @ 992 g/t Ag ALTA GRACIA PROJECT NYSE American: GORO Independencia Portal Mirador Portal Future design of mine spiral ramp and levels Mined from this area in 2018 Mirador Portal Independencia Portal Mining from this area in 2019

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OAXACA MINING UNIT RESERVES 14 NYSE American: GORO ➢ 2018 delivered strongest Proven & Probable Reserve tonnes to date ➢ Replaced the tonnes mined every year since 2013

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➢ In production for 3 ½ years prior to P&P report ➢ Consistently increased reserve tonnes since first P&P report in 2013 ➢ Exploration budgets decreased over time due to bear market ➢ More efficient P&P delineation drilling in spite of smaller drill budgets OAXACA MINING UNIT RESERVES 15 NYSE American: GORO

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Company awarded Mexico’s “ESR” seal for fifth consecutive year ➢ Socially responsible company ➢ Positive social, environmental & economic impact 2019 SOCIAL / CORPORATE LICENSE 33 NYSE American: GORO

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NEVADA MINING UNIT 17 NYSE American: GORO Production, Development & Exploration Stage Isabella Pearl Mine, NV USA ➢First gold production ➢Project construction photos ➢Drone flyover ➢Nevada exploration

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✓ Obtained mine permits in May ✓ Officially broke ground at Isabella Pearl June 2018 MAJOR NV MILESTONE 2018 18 NYSE American: GORO

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✓ Produced first gold at Isabella Pearl just 10 months after ground breaking (April) 19 NYSE American: GORO MAJOR NV MILESTONE 2019 Walker Lane Minerals is a 100% owned subsidiary of Gold Resource Corporation.

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20 NYSE American: GORO ISABELLA PEARL PROJECT

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21 NYSE American: GORO ISABELLA PEARL PROJECT

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22 NYSE American: GORO ISABELLA PEARL PROJECT

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23 NYSE American: GORO ISABELLA PEARL PROJECT

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24 NYSE American: GORO ISABELLA PEARL PROJECT

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25 NYSE American: GORO ISABELLA PEARL PROJECT

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26 NYSE American: GORO ISABELLA PEARL PROJECT

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27 NYSE American: GORO ISABELLA PEARL PROJECT

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28 NYSE American: GORO ISABELLA PEARL PROJECT

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29 NYSE American: GORO ISABELLA PEARL PROJECT

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30 NYSE American: GORO ISABELLA PEARL PROJECT

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31 NYSE American: GORO ISABELLA PEARL PROJECT

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32 NYSE American: GORO ISABELLA PEARL PROJECT

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33 NYSE American: GORO ISABELLA PEARL PROJECT

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34 NYSE American: GORO ISABELLA PEARL PROJECT

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35 NYSE American: GORO ISABELLA PEARL PROJECT

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36 NYSE American: GORO ISABELLA PEARL PROJECT

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37 NYSE American: GORO ISABELLA PEARL PROJECT

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38 NYSE American: GORO ISABELLA PEARL PROJECT

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39 NYSE American: GORO ISABELLA PEARL PROJECT

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40 NYSE American: GORO ISABELLA PEARL PROJECT

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41 NYSE American: GORO ISABELLA PEARL PROJECT

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42 NYSE American: GORO ISABELLA PEARL PROJECT

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43 NYSE American: GORO ISABELLA PEARL PROJECT

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44 NYSE American: GORO ISABELLA PEARL PROJECT

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45 NYSE American: GORO ISABELLA PEARL PROJECT

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46 NYSE American: GORO ISABELLA PEARL PROJECT

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47 NYSE American: GORO ISABELLA PEARL PROJECT

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48 NYSE American: GORO ISABELLA PEARL PROJECT

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49 Isabella Pearl Deposit Main Haul Road Office & Lab Crushing Facility Heap Leach Pad ADR Processing Facility Preg & Barron Ponds ISABELLA PEARL PROJECT NYSE American: GORO

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50 Isabella Pearl Deposit Main Haul Road Office & Lab Crushing Facility Heap Leach Pad ADR Processing Facility Preg & Barron Ponds ISABELLA PEARL PROJECT NYSE American: GORO

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NEVADA MINING UNIT; ISABELLA PEARL FLY-BY 24 Gold Resource Corporation NYSE American: GORO 51

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52 Isabella Pearl Deposit Main Haul Road Office & Lab First ROM lift Crushing Facility Heap Leach Pad ADR Processing Facility Preg & Barron Ponds ISABELLA PEARL PROJECT NYSE American: GORO

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53 Waste Isabella Pearl Deposit Main Haul Road Office & Lab First ROM lift Crushing Facility Heap Leach Pad ADR Processing Facility Preg & Barron Ponds ISABELLA PEARL PROJECT NYSE American: GORO

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54 Low grade stockpile Waste Isabella Pearl Deposit Main Haul Road ADR Processing Facility Preg & Barron Ponds Crushing Facility Heap Leach Pad Office & Lab First ROM lift Conveyors First Crushed lift ISABELLA PEARL PROJECT NYSE American: GORO

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55 55 Low grade stockpile Waste Isabella Pearl Deposit Main Haul Road ADR Processing Facility Preg & Barron Ponds Crushing Facility Heap Leach Pad Office & Lab First ROM lift Heap Leach Pad First Crushed lift ISABELLA PEARL PROJECT NYSE American: GORO

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56 NYSE American: GORO MAJOR MILESTONE 2019

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✓ Built a project, ground breaking to gold production, in 10 months ✓ Committed team overcoming various challenges along the way 57 NYSE American: GORO MAJOR MILESTONE 2019

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NEVADA PRODUCTION TARGETS 58 NYSE American: GORO 0 10,000 20,000 30,000 40,000 50,000 Year 1 29,383 Year 2 40,886 Year 3 41,261 Year 4 41,623 Year 5 20,000 Gold Ounces ➢ Gold production achieved April 2019 ➢ Ramping up production phase ➢ Targeted production ranges • ~29,300 oz Gold Year 1 • ~40,800 oz Gold Year 2 • ~41,200 oz Gold Year 3 • ~41,600 oz Gold Year 4 • ~20,000 oz Gold Year 5 Walker Lane Minerals is a 100% owned subsidiary of Gold Resource Corporation First Isabella Pearl gold bar produced April 2019.

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POSITIONED FOR 100% GROWTH NYSE American: GORO 0 10000 20000 30000 40000 50000 60000 IP Build* IP ramp** YR#2 YR#3 YR#4 ~67KAu~ ~56KAu Gold oz’s Nevada Oaxaca production steady state for demonstration purposes ➢ Nevada Mining Unit (Isabella Pearl Project) impact ➢ Substantial gold production increase of over 100%* ➢ Graph does not account for Ag, Cu, Pb & Zn production * Timing dependent construction timeframes. Production estimate for Oaxaca Mining Unit at steady state for IP impact demonstration purposes **Full YR IP projection and assuming Oaxaca Mining Unit steady state. ~40K oz Au +100% Gold Production 27.0K oz Au Oaxaca 27.0K oz Au Oaxaca 27.0K oz Au Oaxaca 27.0K oz Au Oaxaca 27.0K oz Au Oaxaca ~40K oz Au ~40K oz Au Nevada Nevada Nevada

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ISABELLA PEARL PIT EXPANSION 60 NYSE American: GORO ➢ Deposit expansion west with 50-meter step-out • 22.86 meters @ 1.03 grams per tonne Au (see 6-5-2019 Co. Press Release) ➢ Potential for northern expansion as well ➢ Targeting mine life increases • 2017 4 year mine life • 2018 4 ½ year mine life • 20k Au oz added • 2019 step-outs • Targeting 5+ year life

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ISABELLA PEARL EXPLORATION 61 NYSE American: GORO Isabella Pearl Mine 22.86 meters @ 1.03 g/t Au step out Civit Cat North, pit expansion potential north Scarlet Target: Surface samples from 1-9 g/t Au Historic drilling deep @ ~1 g/t Civit Cat NW target ✓ Exploration potential expanding Isabella Pearl pit and other trend targets Numerous targets trending NW

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NUMEROUS TARGETS ON TREND 62 NYSE American: GORO ➢ Regional structural trend • Historic open pit deposits • Northwest trending • Numerous targets • Co. controls ~6 miles Historic Santa Fe Deposit Corridor North North West Ridge Rabbit Springs Nevada-Juneau Company Claims ~3,642 Hectares (9,000 acres) Open pit heap leach deposits Targets Historic Slab Deposit Historic Clavada East Deposit Historic York Deposit Wild Horse West 1 mile N 62 Isabella Pearl Deposit Isabella Pearl

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GROWTH / EXPLORATION 63 NYSE American: GORO N 63 Synergistic Mining Unit Approach: ➢ Close property proximities ➢ Equipment, facility & management sharing ➢ Cash flow from Isabella Pearl to finance additional projects ➢ Lower CAPEX and operational costs ➢ Lower future shareholder dilution ➢ Excellent access to infrastructure: power, water, roads Isabella Pearl P&P 214,800 oz Au 2.28 g/t Au avg East Camp Douglas Drill highlights include*; 23.86m @ 1.99 g/t Au from surface 22.86m @ 13.55 g/t Au from 4.6m County Line 9.15m @ 3.86 g/t Au* GRC Properties P&P = Co.’s Proven and Probable Reserves *=third party drill results g/t = grams per tonne, Au = gold, m = meters CAPEX = capital expenditure 23 Mina Gold Drill highlights include; 15.24m @ 3.86 g/t Au from surface 12.19m @ 2.98 g/t Au from 6.1m

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EAST CAMP DOUGLAS NORTH END OF PROPERTY 64 NYSE American: GORO ➢ High-grade gold open pit potential ➢ Large district scale property ➢ Known high-grade gold on north end ➢ Third party drill highlights include: • 23.86 m @ 1.99 g/t Au from surface • 9.10 m @ 1.00 g/t Au from surface • 22.86 m @ 13.55 g/t Au 4.6 meters downhole • 18.29 m @ 2.42 g/t Au • 13.72 m @ 2.88 g/t Au 13 meters downhole • 15.24 m @ 1.25 g/t Au 47 meters downhole • 18.80 m @ 1.91 g/t Au • 27.40 m @ 1.62 g/t Au • 7.62 m @ 2.86 g/t Au 3 meters downhole • 6.10 m @ 2.00 g/t Au • 4.57 m @ 4.39 g/t Au • 4.57 m @ 1.39 g/t Au ➢ Large target on south end of property ➢ 5,300 acres ➢ 277 unpatented claims ➢ 12 patented claims ➢ 200 acres of fee land East Camp Douglas

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EAST CAMP DOUGLAS SOUTH END OF PROPERTY NYSE American: GORO ➢ Lithocap of residual quartz and advanced argillic alteration ➢ High grade surface samples associated within and around the margins of lithocap ➢ Indicates proximity to an intrusive center ➢ Large potential

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GROWTH / FUTURE DIVIDENDS 66 NYSE American: GORO +US$111M returned to shareholders Dividends may vary in amount and consistency or be discontinued at management’s discretion depending on variables including but not limited to operational cash flows, Company development requirements, strategies, construction, spot gold and silver prices, taxation, general market conditions and other factors described in the Company’s public filings. MILLIONS USD / YEAR Consecutive Monthly Dividends Income Equity ➢ 2012 dividends = US$36.5M ➢ Bear market lowered dividends ➢ 2019 Current US$1.1M ➢ Potential 2019 increased dividends ➢ Once NV ops ramp up ➢ 2020 potential increased dividends ➢ Bear market provided a “reset” 35 2011 2013 2012 2014 2015 Our philosophy: return as much in dividends to the shareholders when possible, while balancing the growth needs of the Company 2016 2017 0 5 10 15 20 25 30 35 40 6 cents/share/month 2018

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CATALYSTS 67 NYSE American: GORO ➢100% increase in gold production ➢Increased dividends ➢Metal market price increases Three Primary Catalysts

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Clear consistent vision of Gold Resource Corporation as: ✓ Diversified, multi-jurisdictional producer ✓ Low-cost precious metal producer ✓ Explorer ✓ Dividend Payer ✓ Shareholder friendly philosophy ✓ Production growth profile 2019 AND BEYOND 68 NYSE American: GORO

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GOLD COMMENTARY 69 NYSE American: GORO ➢ London Metal Exchange (LME) to ban day drinking ➢ This is apparently an issue at the LME?

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70 ➢ Metal traders banned from workday boozing “The days of long, booze-fuelled City lunches appear to be nearing an end as the London Metal Exchange becomes the latest firm to introduce a booze ban.” The exchange has said that all staff who work on its trading floor can no longer drink during working hours. The ban affects about 120 personnel - from traders to clerks - of nine different firms who work in the Ring. The move follows similar rules on alcohol and drugs from Lloyd's of London, introduced earlier this year. 'No ambiguity' Ben Willmott, head of public policy at human resources trade body the CIPD, said it was common for firms to have a policy around how much alcohol was reasonable in working hours, even in industries which were not safety-critical. "It makes sense to have a policy so that there is no ambiguity. A policy may well allow appropriate lunchtime drinking. It doesn't have to be a zero-tolerance policy." Mr Willmott said having a policy on drinking made it easier for managers to raise the issue if there was a problem and to highlight the support available. NYSE American: GORO LME TOBAN DAY DRINKING https://www.bbc.co.uk/news/business-48635289

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GOLD COMMENTARY 71 ➢ Gold offers no yield. It has no P/E because it has no earnings. And yet... ➢ Gold has provided investors with a superior return to stocks, bonds, and residential real estate over the past 20 years. NYSE American: GORO Source: goldsilver.com & J.P. Morgan Asset Management

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72 ➢ Central banks continue to buy gold ➢ Central Banks aggregate holdings increased Q4 2018 to present ➢ What do they do vs. what they say about gold NYSE American: GORO CENTRAL BANK GOLD Arlington Group, Gold and Central Bank Holdings. Data as at 31st December 2018

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73 ➢ ‘In Gold We Trust’: Waning confidence in US sends world’s central banks on buying spree ➢ So far in 2019, they have bought 145.5 tons of gold, which is more in a quarter of a year than central banks have purchased in the preceding six years ➢ Represents a 68 percent increase from the year before NYSE American: GORO CENTRAL BANK GOLD https://www.rt.com/op-ed/461207-central-banks-buy-gold-dollar/

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Thank you for being a GORO shareholder and thank you for your time today THANK YOU 74 NYSE American: GORO