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): May 12, 2014

GOLD RESOURCE CORPORATION

(Exact name of registrant as specified in its charter)

Colorado	001-34857	84-1473173
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

2886 Carriage Manor Point, Colorado Springs, Colorado 80906

(Address of Principal Executive Offices) (Zip Code)

(303) 320-7708

(Registrant’s telephone number including area code) 

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))

1.01
Item 1.01	Entry into a  Material Definitive Agreement.

On May 12, 2014, Gold Resource Corporation  (the “Company”) entered into a letter agreement with Hochschild Mining Holdings Limited (“Hochschild”), the Company’s largest shareholder, whereby the Company agreed to undertake to file a registration statement with the U.S. Securities and Exchange Commission (“SEC”) to register 4,100,000 shares of restricted common stock held by Hochschild (the “Shares”) and pursuant to which Hochschild agreed to certain limitations on the resale of the Shares if and when the registration statement is declared effective by the SEC (the “Effective Date”).  Under the terms of the letter agreement, Hochschild agreed that with respect to the Shares it will (i) refrain from selling more than 2,000,000 shares during each 30 day period following the Effective Date of the registration statement; (ii) refrain from sales for 30 days if at any time the market price of the Company’s common stock decreases more than 15% from the closing price of the Company’s common stock as of the most recent trading day prior to the Effective Date; and (iii) refrain from sales for the remainder of any trading week in which the market price of the Company’s common stock decreases more than 6% from the closing price of the Company’s common stock as of the last trading day of the prior week.  Sales of the Shares in blocks of 100,000 shares or more to purchasers mutually agreed to by the parties are exempt from the volume and price restrictions. The agreement shall terminate upon the failure to achieve the Effective Date by August 31, 2014 or Hochschild holding less than 10% of the outstanding shares of the Company’s common stock, whichever occurs earlier.  A copy of the letter agreement is attached as Exhibit 10.1 to this report and incorporated herein by reference.

Item 2.02 Results of Operations and Financial Condition.

On May 12, 2014, Gold Resource Corporation issued a news release reporting its financial results for the year ended March 31, 2014. A copy of the news release is attached as Exhibit 99.1 to this report.

In accordance with General Instruction B.2 of Form 8-K, the information in this Item 2.02, 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 filed or furnished with this report:

10.1*	Letter Agreement with Hochschild Mining Holdings Limited dated May 12, 2014.
99.1	News Release dated May 12, 2014

*            Filed herewith

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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.

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	GOLD RESOURCE CORPORATION
Date: May 12, 2014	By:	/s/ Jason D. Reid
	Name:	Jason D. Reid
	Title:	Chief Executive Officer and President

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EXHIBIT INDEX

Exhibit Number	Description of Exhibit
10.1	Letter Agreement with Hochschild Mining Holdings Limited dated May 12, 2014.
99.1	News Release dated May 12, 2014.

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EX-10.1

Exhibit 10.1

May 12, 2014

Hochschild Mining Holdings

Limited Attn: Ramon Barua

Calle La Colonia No. 180
Urb. El Vivero
Santiago de Surco
Lima 33

Re: Lock-Up and Leak-Out Agreement

Ladies and Gentlemen:

In connection with, and as a condition to, the registration of 4,100,000 shares of common stock of Gold Resource Corporation, a Colorado corporation (the “Company”), held by Hochschild Mining Holdings Ltd. (“Shareholder”),  you are delivering this countersigned lock-up and leak-out letter agreement (this “Agreement”).  It is intended that the resale of the aforementioned shares will be registered pursuant to an effective Registration Statement on Form S-3 (the “Registered Shares”) which the Company undertakes to file with the United States Securities and Exchange Commission (the “Registration Statement”) following the date of this Agreement and no later than the date specified in Section 6 herein.  As a condition to the Company’s undertaking to register the Registered Shares and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Shareholder hereby agrees as follows:

1. Upon the declaration of effectiveness of the Registration Statement by the SEC (the “Effective Date”) and for so long as the Registered Shares are held by the Shareholder (the “Covered Period”), and except as otherwise provided by this Agreement, the Shareholder (i) will not offer, sell, contract to sell, grant or sell any option, right or warrant for the purchase of, pledge, hypothecate, assign, lend or otherwise transfer or dispose of any of the Registered Shares; (ii) enter into any swap or any other arrangement or transaction that transfers to another, in whole or in part, any of the economic characteristics of ownership of the Registered Shares, whether any such swap or transaction is to be settled by delivery of such Registered Shares, in cash or otherwise; or (iii) engage in any short selling of the Registered Shares. 

For the avoidance of doubt, nothing contained in this Agreement shall affect the Shareholder’s ability to engage in any of the activities listed in (i) through (iii) with respect to shares of common stock of the Company that are not Registered Shares, including under Rule 144 (or any successor or complementary rule thereto) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), and any private sales exempt from registration under Sections 4(2) and 4(1 and 1/2) of the Securities Act.

2. During the Covered Period the Shareholder shall be permitted to transact sales of the Registered Shares through any securities exchange upon which the Registered Shares may be listed so long as the closing price of the common stock of the Company on the trading day prior to the day on which the Shareholder wishes to sell any Registered Shares is not 6% lower than the Reference Closing Price. For the purposes of this section 2, the  Reference Closing Price shall be the closing price of the Company’s common stock as reported on the NYSE MKT on the last day of the prior trading week (typically Friday unless such day is a holiday).  For the purposes of clarity, if the closing price of the Company’s common stock is more than 6% lower than the Reference Closing Price, the Shareholder agrees to refrain from sales of the Registered Shares into the market for the remainder of that trading week (meaning the period covering all business 1  

days between Monday and Friday during which the NYSE is open for trading equity securities).  Notwithstanding the foregoing, market sales of Registered Shares during the Covered Period may not exceed two million (2,000,000) shares per 30 day period beginning on the Effective Date.

3. If on any day from the Effective Date, the closing price of the Company’s common stock is more than 15% lower than the closing price of the Company’s common stock as reported on the NYSE MKT on the most recent business day prior to the Effective Date, the Shareholder shall refrain from selling the Registered Shares into the market for 30 calendar days from the date on which the 15% share price fall occurs.  For the avoidance of doubt, following the expiration of such 30-day period, the restriction set out in this section 3 shall no longer apply and the Shareholder may resume sales of the Registered Shares subject only to the limitations set forth in section 2 above.

4. The Shareholder agrees that negotiated sales of Registered Shares in blocks of 100,000 or more shares to a single purchaser including any broker or dealer (a “Block Trade”) shall be made only to purchasers mutually agreed to by the Shareholder and the Company (which agreement shall not be unreasonably withheld by the Company and shall be provided by the Company within two (2) business days).  Block Trades to a mutually agreed upon purchaser shall be exempt from the foregoing volume and price limitations.

5. The Shareholder shall have its broker keep records of all trades of the Registered Shares and shall provide such information to the Company not less than 24 hours following any request.

6. In the event of any material breach by the Shareholder of any covenant, obligation or other provision contained in this Agreement, the Company shall have the right to immediately request the termination of the Registration Statement and/or withdrawal of any unsold shares from the Registration Statement, in addition to pursuing any other remedy at law or equity that may be available to the Company.

7. The Shareholder may, upon written notice to the Company, terminate this Agreement with immediate effect if the Effective Date has not occurred on or before August 31, 2014.

8. Notwithstanding the terms set out herein, this Agreement will terminate upon the Shareholder ceasing to hold more than 10% of the Company’s common stock (on an outstanding basis).

9. The Company shall use its reasonable best efforts to maintain the effectiveness of the Registration Statement until all of the Registered Shares are sold by the Shareholder, including without limitation filing all required amendments and reports.

10. The Shareholder represents and warrants that the Shareholder has full power and authority to enter into this Agreement, and that, upon request, the Shareholder will execute any additional documents reasonably necessary to carry out the transactions contemplated hereby. Any obligations created by this Agreement shall be binding upon the heirs, devisees, personal representatives, successors and assigns of the Shareholder.

11. This Agreement shall be governed by and interpreted and construed in accordance with the laws of the State of Colorado of the United States of America, without regard to the conflicts of law provisions thereof.  In any action between or among any of the parties arising out of this Agreement, each of the parties irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the state and federal courts having jurisdiction over Denver County, Colorado and no party shall object to the removal of such action to any federal court having jurisdiction over Denver County, Colorado.

12. No term or provision of this Agreement may be amended, changed, waived, altered or modified except by written instrument executed and delivered by the party against whom such amendment, change waiver, alteration or modification is to be enforced.

By countersigning below, you hereby agree in writing to be bound by the terms of this letter agreement. You agree that your right to sell common stock is subject to applicable law.

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Yours very truly,

/s/ Jason D. Reid

Jason D. Reid

Chief Executive Officer and President

Agreed to by Shareholder:

HOCHSCHILD MINING HOLDINGS LIMITED.

By: /s/ Jose A. Palma

Name: Jose A. Palma

Title: Authorized Signatory

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EX-99.1

FOR IMMEDIATE RELEASE                                                                                              NEWS

May 12, 2014                                                           NYSE MKT: GORO

GOLD RESOURCE CORPORATION REPORTS FIRST QUARTER RESULTS WITH NET INCOMEOF $0.13 PER SHARE;MAINTAINS 2014 PRODUCTION OUTLOOK

COLORADO SPRINGS – May 12,  2014–  Gold Resource Corporation (NYSE MKT: GORO) (the “Company”) reported its production results for the first quarter ended March 31, 2014 of 23,734 ounces precious metal gold equivalent (calculated at actual sales price ratio of 64:1)  while decreasing its total cash cost by 18% over the first quarter of 2013. Gold Resource Corporation is a gold and silver producer with operations in the southern state of Oaxaca, Mexico.  The Company has returned over $96  million to shareholders in monthly dividends since commercial production July 1, 2010, and offers shareholders the option to convert their cash dividends into physical gold and silver and take delivery.

2014 Q1HIGHLIGHTS

· 23,734ounces mill production, precious metal gold equivalent

· 20,600precious metal gold equivalent ounces sold

· Total cash cost of $422 per precious metal gold equivalent ounce (including 5% royalty)

· Total cash cost decrease of 18% from Q1 2013 and 38% since Q4 2013

· $17.4 million Cash Flow from Mine Site Operations

· Net income of $7.1 million, or $0.13 per share

· Dividend distributions of $1.6 million, or $0.03 per share for quarter

· Cash and Cash Equivalents increased $4.5 million from  prior quarter

· 1,159 tonnes milled per day, a 28% increase from Q4 2013

Overview of Q1 2014El Aguila Project Results

Gold Resource Corporation’s El Aguila Project produced 23,734 ounces of precious metal gold equivalent at a total cash cost of $422 per ounce. Realized average metal price sales during the quarter were $1,296 per ounce gold and $20 per ounce silver.  Net income totaled $7.1 million, or $0.13 per share.  Cash Flow from Mine Site Operations totaled $17.4 million.  The Company paid $1.6 million to shareholders in dividends or $0.03 per share during the quarter.  Gold and silver prices decreased 21.4% and 35.5%, respectively, from the first quarter of 2013.

“During the first quarter, the Company delivered strong operating results with production increasing 15% over the prior quarter,” stated Gold Resource Corporation’s CEO and President, Mr. Jason Reid.  “Equally important, we substantially drove down our total cash costs by 38% compared to the fourth quarter of 2013.  In addition, we continued to distribute our monthly dividend and increased our treasury by $4.5 million over the prior quarter.  With a strong first quarter, the Company is on track to meet its annual production outlook goal.”

Mr. Reid continued, “In the face of volatile precious metal prices, Gold Resource Corporation has demonstrated it can generate significant profits, build its treasury, and continue to reward shareholders through dividend

distributions.  We will continue to challenge our team to identify additional cost savings opportunities at our operations while increasing future production.”

Below is a table of the key production statistics for our El Aguila Project during the three months ended March 31, 2014 and 2013.

Production and Sales Statistics - La Arista Underground Mine
		Three months ended March 31,
		2014		2013
Production Summary
Milled:
Tonnes Milled		104,349		76,184
Tonnes Milled per Day		1,159		846
Grade:
Average Gold Grade (g/t)		3.25		3.67
Average Silver Grade (g/t)		285		345
Average Copper Grade (%)		0.35		0.39
Average Lead Grade (%)		1.23		1.10
Average Zinc Grade (%)		3.43		2.79
Recoveries:
Average Gold Recovery (%)		91		88
Average Silver Recovery (%)		92		92
Average Copper Recovery (%)		80		84
Average Lead Recovery (%)		72		70
Average Zinc Recovery (%)		82		79
Mill production (before payable metal deductions)(1)
Gold (ozs.)		9,958		7,898
Silver (ozs.)		878,958		777,671
Copper (tonnes)		292		248
Lead (tonnes)		929		586
Zinc (tonnes)		2,920		1,676
Payable metal sold
Gold (ozs.)		8,586		8,953
Silver (ozs.)		766,535		863,152
Copper (tonnes)		259		305
Lead (tonnes)		812		642
Zinc (tonnes)		2,158		1,735
Average metal prices realized (2)
Gold (oz.)	$	1,296	$	1,648
Silver (oz.)	$	20	$	31
Copper (tonne)	$	6,939	$	7,996
Lead (tonne)	$	2,091	$	2,448
Zinc (tonne)	$	2,050	$	2,154
Precious metal gold equivalent ounces produced (mill production)(1)(4)
Gold Ounces		9,958		7,898
Gold Equivalent Ounces from Silver		13,776		14,432
Total Precious Metal Gold Equivalent Ounces		23,734		22,330
Precious metal gold equivalent ounces sold(3)(4)
Gold Ounces		8,586		8,953
Gold Equivalent Ounces from Silver		12,014		16,019
Total Precious Metal Gold Equivalent Ounces		20,600		24,972

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Total cash cost (before by-product credits) per precious metal gold equivalent ounce sold (including royalties) (3)	$	806	$	825
Total cash costs, after by-product credits, per precious metal gold equivalent ounce sold (including royalties) (3)	$	422	$	515

(1) Mill production represents metal contained in concentrates produced at the mill, which is before payable metal deductions are levied by the buyer of our concentrates. Payable metal deduction quantities are defined in our contracts with the buyer of our concentrates and represent an estimate of metal contained in the concentrates produced at our mill, for which the buyer cannot recover through the smelting process. There are inherent limitations and differences in the sampling method and assaying of estimated metal contained in concentrates that are shipped, and those contained metal estimates derived from sampling methods and assaying throughout the mill production process.  The Company monitors these differences to ensure that precious metal mill production quantities are materially correct.

(2) Average metal prices realized vary from the market metal prices due to out of period settlement adjustments from our provisional invoices when they are settled. Our average metal prices realized will therefore differ from the market average metal prices in most cases.

(3) A reconciliation of this Non-GAAP measure to total mine cost of sales, the most comparable U.S. GAAP measure, can be found below in “Non-GAAP Measures”.

(4) Precious metal gold equivalent mill production for the first quarter of 2014 of 23,734 ounces differs from gold equivalent ounces sold for the same period of 20,600 due principally to buyer (smelter) concentrate processing deductions of approximately 2,123 gold equivalent ounces and an increase in gold equivalent ounces contained in ending inventory of approximately 1,011 ounces.

About GRC:

Gold Resource Corporation is a mining company focused on production and pursuing development of gold and silver projects that feature low operating costs and produce high returns on capital.  The Company has 100% interest in six potential high-grade gold and silver properties in Mexico’s southern state of Oaxaca.  The Company has 54,179,369 shares outstanding and no warrants.  Gold Resource Corporation offers 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, 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.

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Contacts:

Corporate Development

Greg Patterson

303-320-7708

www.Goldresourcecorp.com

See Accompanying Tables

The following information summarizes the results of operations for Gold Resource Corporation for the three months ended March 31, 2014 and 2013, its financial condition at March 31, 2014 and December 31, 2013 and its cash flows for the three months ended March 31, 2014 and 2013.  The summary data for the three months ended March 31, 2014 is unaudited; the summary data for the year ended December 31, 2013 is derived from our audited financial statements contained in our annual report on Form 10-K for the year ended December 31, 2013, but do not include the footnotes and other information that is included in the complete financial statements.  Readers are urged to review the Company’s Form 10-K in its entirety, which can be found on the SEC's website at www.sec.gov.

The calculation of our cash cost per ounce contained in this press release is a non-GAAP financial measure.  Please see "Management's Discussion and Analysis and Results of Operation" contained in the Company’s most recent Form 10Q and Form 10-K. 

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GOLD RESOURCE CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
for the three months ended March 31, 2014 and 2013
(U.S. dollars in thousands, except shares and per share amounts)
(Unaudited)
		2014		2013
Sales of metals concentrate, net	$	31,152	$	42,311
Mine cost of sales:
Production costs		14,221		16,867
Depreciation and amortization		745		536
Reclamation and remediation		-		29
Total mine cost of sales		14,966		17,432
Mine gross profit		16,186		24,879
Costs and expenses:
General and administrative expenses		3,013		4,385
Exploration expenses		1,288		3,299
Facilities and mine construction		-		4,848
Total costs and expenses		4,301		12,532
Operating income		11,885		12,347
Other income (expense)		469		(36)
Income before income taxes		12,354		12,311
Provision for income taxes		5,229		4,924
Net income	$	7,125	$	7,387
Other comprehensive income:
Currency translation gain		-		34
Comprehensive income	$	7,125	$	7,421
Net income per common share:
Basic:	$	0.13	$	0.14
Diluted:	$	0.13	$	0.13
Weighted average shares outstanding:
Basic		53,934,925		52,679,369
Diluted		54,697,710		55,586,031

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GOLD RESOURCE CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(U.S. dollars in thousands, except shares)
(Unaudited)
		March 31,		December 31,
		2014		2013
ASSETS
Current assets:
Cash and cash equivalents	$	19,457	$	14,973
Gold and silver bullion		3,793		3,801
Accounts receivable		6,442		2,307
Inventories		6,967		7,468
Income taxes receivable		1,216		6,488
Deferred tax assets		3,973		3,973
Prepaid expenses and other assets		4,687		5,808
Total current assets		46,535		44,818
Land and mineral rights		227		227
Property, equipment and mine development - net		21,506		18,127
Inventories		903		903
Deferred tax assets		27,663		27,663
Investments (including $2,512 and nil, respectively, measured at fair value)		2,743		231
Total assets	$	99,577	$	91,969
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	4,223	$	2,873
Accrued expenses		5,011		5,613
Capital lease obligations		1,476		1,469
IVA taxes payable		1,762		925
Dividends payable		542		538
Total current liabilities		13,014		11,418
Capital lease obligations		2,015		2,387
Reclamation and remediation liabilities		2,883		2,887
Total liabilities		17,912		16,692
Shareholders' equity:
Preferred stock - $0.001 par value, 5,000,000 shares authorized:
no shares issued and outstanding		-		-
Common stock - $0.001 par value, 100,000,000 shares authorized:
54,515,767 and  54,115,767 shares issued and outstanding, respectively		55		54
Additional paid-in capital		88,665		88,044
Accumulated (deficit)		-		(5,766)
Treasury stock at cost, 336,398 shares		(5,884)		(5,884)
Accumulated other comprehensive (loss)		(1,171)		(1,171)
Total shareholders' equity		81,665		75,277
Total liabilities and shareholders' equity	$	99,577	$	91,969

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GOLD RESOURCE CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
for the three months ended March 31, 2014 and 2013
(U.S. dollars in thousands)
(Unaudited)
		2014		2013
Cash flows from operating activities:
Net income	$	7,125	$	7,387
Adjustments to reconcile net income to net cash
from operating activities:
Depreciation and amortization		810		653
Reclamation and remediation		-		29
Stock-based compensation		783		1,512
Unrealized foreign currency exchange loss (gain)		137		(119)
Impairment loss on gold and silver bullion		-		178
Unrealized gain due to changes in fair value of investments		(702)		-
Changes in operating assets and liabilities:
Accounts receivable		(4,176)		(4,887)
Inventories		496		942
Prepaid expenses and other assets		1,110		(1,677)
Accounts payable		1,331		1,910
Accrued expenses		(608)		1,469
IVA taxes payable/receivable		828		(1,216)
Income taxes payable/receivable		5,219		263
Net cash provided by operating activities		12,353		6,444
Cash flows from investing activities:
Capital expenditures		(4,190)		(3,682)
Purchases of gold and silver bullion		-		(485)
Proceeds from conversion of gold and silver bullion		8		664
Investments		(1,805)		(231)
Net cash used in investing activities		(5,987)		(3,734)
Cash flows from financing activities:
Proceeds from exercise of stock options		100		-
Dividends paid		(1,617)		(9,482)
Repayment of capital leases		(365)		-
Net cash used in financing activities		(1,882)		(9,482)
Effect of exchange rates on cash and equivalents		-		18
Net increase (decrease) in cash and cash equivalents		4,484		(6,754)
Cash and equivalents at beginning of period		14,973		35,780
Cash and equivalents at end of period	$	19,457	$	29,026
Supplemental Cash Flow Information
Interest paid	$	85	$	-
Income taxes paid	$	-	$	3,496

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