-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TbsKpwOqxzi7AQlWq6Z6Q4les5UhT2cdZByQLhztUAhMvqObN5csyQeVB5RlsdI2 IzreKHMgXwv6uvfo6BuIqw== 0001079974-06-000457.txt : 20061208 0001079974-06-000457.hdr.sgml : 20061208 20061208164419 ACCESSION NUMBER: 0001079974-06-000457 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20061208 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20061208 DATE AS OF CHANGE: 20061208 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GOLD RESOURCE CORP CENTRAL INDEX KEY: 0001160791 STANDARD INDUSTRIAL CLASSIFICATION: GOLD & SILVER ORES [1040] IRS NUMBER: 841473173 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-129321 FILM NUMBER: 061266174 BUSINESS ADDRESS: STREET 1: 222 MILWAUKEE ST STREET 2: SUITE 301 CITY: DENVER STATE: CO ZIP: 80206 BUSINESS PHONE: 303-320-7708 MAIL ADDRESS: STREET 1: 222 MILWAUKEE STREET STREET 2: SUITE 301 CITY: DENVER STATE: CO ZIP: 80206 8-K 1 goldresource8k_1282006.htm FORM 8-K
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): December 8, 2006


GOLD RESOURCE CORPORATION
(Exact name of registrant as specified in its charter)

Colorado
(State or other jurisdiction of incorporation or organization)
333-129321
(Commission File
Number)
84-1473173
(I.R.S. Employer
Identification No.)

222 Milwaukee Street, Suite 301
Denver, CO 80206
(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))
 

 
 

 


Item 7.01 Regulation FD Disclosure.

On December 8, 2006, the Gold Resource Corporation (the “Company”) issued a press release relating to the sale of 4,322,000 shares of the Company’s common stock. A copy of the press release 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
Press release dated December 8, 2006.
 

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

The matters discussed in this report on Form 8-K, when not historical matters, are forward-looking statements that involve a number of risks and uncertainties that could cause actual results to differ materially from projected results. Such factors include, among others set forth in the Company's prospectus and reports filed with the SEC, the results of its continuing exploration program, the decisions of third parties over which the Company has no control, commodity prices, environmental and government regulations, availability of financing, judicial proceedings, force majeure events, and other risk factors as described from time to time in the Company's filings with the SEC. Many of these factors are beyond the Company's ability to control or predict. The Company disclaims any intent or obligation to update its forward-looking statements, whether as a result of receiving new information, the occurrence of future events, or otherwise.

 
 

 


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:  December 8, 2006
 
 
 
 
  By:   /s/ William W. Reid
 
Name: William W. Reid
Title: President
   
 

 
 

 

Exhibit Index

The following is a list of the Exhibits furnished herewith.

Exhibit
Number       Description of Exhibit

99.1        Press release dated December 8, 2006.


EX-99.1 2 goldresource8kex991_1282006.htm PRESS RELEASE Press Release
 



 
Exhibit 99.1



GOLD RESOURCE CORPORATION COMPLETES $5.18 MILLION PRIVATE PLACEMENT;
ADDITIONAL FUNDING TO SUSTAIN ACCELERATED EXPLORATION SCHEDULE

Private placement priced 20% above September 2006 IPO
 
DENVER - December 8, 2006 - Gold Resource Corporation (GRC) (OTCBB: GORO) today announced it has closed a $5.186 million private placement of 4.322 million shares of restricted common stock at $1.20 per share, with no warrants.
 
In September 2006, GRC completed an initial public offering of 4.6 million shares at $1.00 per share. The Company originally planned to sell 7 million shares in the IPO, but due to time constraints, the offering was closed early at 4,600,000 shares. The recent private placement has secured additional funds and has done so at a share price 20% higher than the initial offering. The additional funding will allow GRC to maintain its accelerated exploration schedule, which management anticipates will lead to an early-2007 production decision related to the Company’s El Aguila high-grade gold and silver project in Oaxaca, Mexico.

William W. Reid, GRC’s president, said, “This funding will allow us to immediately initiate our feasibility study, prepare for construction of a new road that will access both our proposed mill site and new drill targets identified in our recent geochemical survey, and bring in a second drill to accelerate exploration of this exciting high-grade gold and silver property. These funds should be sufficient to get us to a production decision within our targeted time frame.”

About GRC
GRC is a production-oriented mining company pursuing development of gold and silver projects that feature low operating costs and produce high returns on capital. The Company is specifically focused on three potential high-grade gold and silver properties in Mexico’s southern state of Oaxaca. For more information, please visit GRC’s website, located at www.Goldresourcecorp.com.

The common stock sold to the investor has not been registered under the Securities Act of 1933. Accordingly, these shares may not be offered or sold in the United States, except pursuant to the effectiveness of a registration statement or an applicable exemption from the registration requirements of the Securities Act.  This press release shall not constitute an offer to sell or the solicitation of an offer to buy the common stock.
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 "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 GRC’s strategy, future production, future expenses and future liquidity and capital resources. All forward-looking statements in this press release are based upon information available to GRC on the date of this press release, and the company assumes no obligation to update any such forward-looking statements. The Company's actual results could differ materially from those discussed in this press release. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in the company’s Form SB-2 filed with the Securities and Exchange Commission.
 
###

Contacts:
William W. Reid, President      Geoff High
Gold Resource Corporation      Pfeiffer High Investor Relations, Inc.
303-320-7708        303-393-7044
 
 


-----END PRIVACY-ENHANCED MESSAGE-----