EX-99.3 5 goro-20211210xex99d3.htm EX-99.3

Exhibit 99.3

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS OF GRC


Gold Resource Corporation

Unaudited Pro Forma Condensed Combined Balance Sheet

As of September 30, 2021

(U.S. dollars in thousands, except per share amounts)

Gold Resource Corporation

Aquila Resources

Transaction Accounting Adjustments

Pro Forma Combined

ASSETS

Current assets:

Cash and cash equivalents

$ 29,544

$ 2,296

($ 3,824)

(a)

$ 25,349

(740)

(b)

(1,927)

(c)

Gold and silver rounds/bullion

559

-

-

559

Accounts receivable, net

4,947

24

-

4,971

Inventories, net

10,876

-

-

10,876

Prepaid expenses and other current assets

2,999

45

-

3,044

Total Current Assets

$ 48,925

$ 2,365

($ 6,491)

$ 44,799

Non-current assets:

Property, plant and mine development, net

66,317

25,862

66,228

(d)

158,407

Deferred tax assets, net

434

-

(434)

(e)

-

Other non-current assets

505

27

-

532

Non-current assets

$ 67,256

$ 25,889

$ 65,794

$ 158,939

Total Assets

$ 116,181

$ 28,254

$ 59,303

$ 203,738

Liabilities & Shareholders Equity

Current liabilities:

Accounts Payable

8,988

2,218

-

11,206

Deposit received on non-binding letter of intent

-

818

(818)

(f)

-

Reclamation obligation

-

637

-

637

Income taxes payable, net

3,215

-

-

3,215

Mining royalty taxes payable, net

1,861

-

-

1,861

Current portion of leases payable

-

125

-

125

Accrued expenses and other current liabilities

3,888

-

-

3,888

Total Current Liabilities

$ 17,952

$ 3,798

($ 818)

$ 20,932

Non-current liabilities:

Reclamation and remediation liabilities

3,121

-

-

3,121

Deferred revenue

-

41,261

-

41,261

Contingent consideration

-

4,646

-

4,646

Deferred Tax Liability

-

-

15,843

(e)

15,843

Long-term portion of leases payable

-

228

-

228

Other non-current liabilities

901

263

(263)

(f)

901

Total Non-Current Liabilities

$ 4,022

$ 46,398

$ 15,580

$ 66,000

Shareholders' equity:

GRC Common stock

75

14

(g)

89

Aquila Common stock

75,761

(75,761)

(h)

-

GRC Additional paid-in capital

85,429

24,512

(g)

109,941

Aquila Additional paid-in capital

9,569

(9,569)

(h)

-

GRC Retaining earnings

15,758

(1,927)

(c)

13,831

Aquila Retaining earnings

(107,272)

107,272

(h)

-

Treasury stock

(5,884)

-

-

(5,884)

Accumulated other comprehensive loss

(1,171)

-

-

(1,171)

Total Shareholders' Equity

$ 94,207

($ 21,942)

$ 44,541

$ 116,806

Total Liabilities and Shareholders' Equity

$ 116,181

$ 28,254

$ 59,303

$ 203,738

See accompanying notes to these unaudited pro forma condensed combined financial statements.


Gold Resource Corporation

Unaudited Pro Forma Condensed Combined Statement of Operations

For the nine months ended September 30, 2021

(U.S. dollars in thousands, except per share amounts)

Gold Resources Corporation

Aquila Resources

Transaction Accounting Adjustments

Pro Forma Combined

Sales, net

$ 87,133

-

-

$ 87,133

Mine cost of sales:

Production costs

51,982

-

-

51,982

Depreciation and amortization

11,299

125

312

(i)

11,736

Reclamation and remediation

152

-

-

152

Total mine cost of sales

63,433

125

312

63,870

Mine gross profit

23,700

(125)

(312)

23,263

Costs and expenses:

General and administrative expenses

6,070

1,762

-

7,832

Exploration expenses

3,660

1,631

-

5,291

Restructuring expenses

496

-

1,927

(c)

2,423

Stock-based compensation

711

-

-

711

Net finance expense

-

1,284

-

1,284

Loss on change in value of contingent consideration

-

(54)

-

(54)

Gain on change in value of warrants

-

(5)

-

(5)

Other (income) expense, net

727

(8)

-

719

Total costs and expenses

11,664

4,610

1,927

18,201

(Loss) income before income taxes

12,036

(4,735)

(2,239)

5,062

Provision for income taxes

6,697

-

-

6,697

Net (loss) income from continuing operations

5,339

(4,735)

(2,239)

(1,635)

Net income from discontinued operations, net of income taxes

-

-

-

-

Net income

$ 5,339

($ 4,735)

($ 2,239)

($ 1,635)

Basic and diluted net income (loss) per common share from continuing operations:

$ 0.07

($ 0.01)

($ 0.02)

See accompanying notes to these unaudited pro forma condensed combined financial statements.


Gold Resource Corporation

Unaudited Pro Forma Condensed Combined Statement of Operations

For the year ended December 31, 2020

(US$, dollars and shares in thousands, except per share amounts)

Gold Resources Corporation

Aquila Resources

Transaction Accounting Adjustments

Pro Forma Combined

Sales, net

$ 90,692

$ -

$ -

$ 90,692

Mine cost of sales:

Production costs

60,626

-

-

60,626

Depreciation and amortization

17,413

93

1,265

(i)

18,771

Reclamation and remediation

166

-

-

166

Total mine cost of sales

78,205

93

1,265

79,563

Mine gross profit

12,487

(93)

(1,265)

11,129

Costs and expenses:

General and administrative expenses

8,402

2,891

-

11,293

Exploration expenses

2,485

1,580

-

4,065

Restructuring expenses

1,316

-

1,927

(c)

3,243

Stock-based compensation

2,230

155

-

2,385

Net finance expense

-

3,428

-

3,428

Loss on change in value of contingent consideration

-

208

-

208

Gain on change in value of warrants

-

(236)

-

(236)

Other (income) expense, net

(1,188)

128

-

(1,060)

Total costs and expenses

13,245

8,154

1,927

23,326

(Loss) income before income taxes

(758)

(8,247)

(3,192)

(12,197)

Provision for income taxes

5,573

-

-

5,573

Net (loss) income from continuing operations

(6,331)

(8,247)

(3,192)

(17,770)

Net income from discontinued operations, net of income taxes

10,690

-

-

10,690

Net income

$ 4,359

($ 8,247)

($ 3,192)

($ 7,080)

Basic and diluted net income per common share from continuing operations:

($ 0.09)

($ 0.02)

($ 0.21)

See accompanying notes to these unaudited pro forma condensed combined financial statements.


Notes to the Unaudited Pro Forma Condensed Combined Financial Statements

Note 1. Basis of presentation

On December 10, 2021 Gold Resource Corporation (“GRC”) completed the purchase of all the issued and outstanding common shares of Aquila Resources Inc. (“Aquila”) (see Note 2 for more information). The transaction was accounted for by GRC as an asset acquisition. The unaudited pro forma condensed combined financial statements comprise the unaudited pro forma condensed combined balance sheet as of September 30, 2021, and unaudited pro forma condensed combined statements of operations for the year ended December 31, 2020 and the nine months period ended September 30, 2021. Historical information for GRC has been derived from historical consolidated financial statements, which were prepared and presented in accordance with United States generally accepted accounting principles (“U.S. GAAP”).

Aquila's historical financial statements are presented in accordance with International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board (“IASB”), which differs in certain respects from U.S. GAAP. As described in Note 5 and for the purposes of the preparation of these unaudited pro forma condensed combined financial statements only, Aquila’s historical financial statements have been evaluated and reclassified, where necessary, to conform the presentation to U.S. GAAP and GRC’s accounting policies.

The unaudited pro forma condensed combined financial statements are not necessarily indicative of the operating results or financial condition that would have been completed on the dates or for the periods presented, nor do they purport to project the results of operations or financial position of the Combined Company for any future period or as of any future date. The unaudited pro forma condensed combined financial statements do not reflect any special items such operating synergies that may be realized as a result of the acquisition.

In preparing the unaudited pro forma condensed combined balance sheet and statements of operations in accordance with U.S. GAAP, the following historical information was used:

Aquila’s unaudited consolidated statement of financial position as of September 30, 2021, prepared in accordance with IFRS as issued by the IASB.
Aquila’s audited consolidated statement of net loss and comprehensive loss for the year ended December 31, 2020, included in its audited consolidated financial statements for the year ended December 31, 2020 and prepared in accordance with IFRS as issued by the IASB.
Aquila’s unaudited consolidated statement of net loss and comprehensive loss for the nine months ended September 30, 2021, prepared in accordance with IFRS as issued by the IASB.
GRC’s unaudited consolidated balance sheet as of September 30, 2021, prepared in accordance with U.S. GAAP.
GRC’s audited consolidated statement of operations and comprehensive income for the year ended December 31, 2020, filed on Form 10-K for the year ended December 31, 2020, and prepared in accordance with U.S. GAAP.
GRC’s unaudited consolidated statement of operations and comprehensive income for the nine months ended September 30, 2021, prepared in accordance with U.S. GAAP.

The unaudited pro forma condensed combined balance sheet and statements of operations should be read in conjunction with the historical financial statements, including the notes thereto, as listed above,


which are incorporated by reference herein.

The significant accounting policies used in preparing the unaudited pro forma condensed combined financial statements are set out in GRC’s consolidated financial statements filed on Form 10-K for the year ended December 31, 2020.

Amounts in these unaudited pro forma condensed combined financial statements and notes are presented in U.S. dollars (“US$” or “$”) unless otherwise indicated, where the amounts reference to Canadian dollars (“C$”).

Note 2. Summary of the Arrangement

On December 10, 2021, GRC announced the completion of the previously announced statutory plan of arrangement under the Business Corporation Act (Ontario) resulting in the acquisition by GRC, through its wholly-owned indirect subsidiary Gold Resource Acquisition Sub, Inc. (the “Purchaser”), of all the issued and outstanding shares of Aquila.

The Transaction was approved at a special meeting of holders of Aquila Shares held on November 17, 2021, and by the Ontario Superior Court of Justice (Commercial List) on November 19, 2021.

Pursuant to the Transaction, each former holder of Aquila Shares was entitled to receive 0.0399 of a GRC share per Aquila Share. This share exchange ratio represented a consideration of C$0.09 per Aquila Share (or approximately C$30.9 million in the aggregate) based on the closing prices of the Aquila Shares on the Toronto Stock Exchange (the "TSX") and the GRC shares on the NYSE American stock exchange on September 3, 2021, being the last trading day prior to the announcement of the Transaction. In addition, all the outstanding deferred share units and restricted share units of Aquila were acquired for aggregate consideration of approximately C$0.95 million (US$0.75 million). Prior to the completion of the Transaction, the Purchaser did not own any Aquila securities.

The following table shows a summary of the purchase consideration:

Cash Consideration

$ 739,859

Transaction Costs

3,824,500

Stock Consideration (13,701,489 shares at $1.79 per share)

24,525,665

Total Purchase Consideration

$ 29,090,023

Note 3. Effect of the Acquisition share issuance on the unaudited pro forma condensed combined balance sheet

The unaudited pro forma condensed combined balance sheet includes the following adjustments:

a)To record payment of acquisition related costs of US$3.8 million. The adjustment for the acquisition related costs is not reflected in the unaudited pro forma condensed combined statements of operations as they will be capitalized as the Arrangement is being accounted for as an asset acquisition.
b)To record the cash settlement of Aquila’s unvested restricted share units and deferred share units for C$0.09 per unit immediately prior to consummation of the Arrangement totaling $0.7 million.

c)To record C$2.5 million, or US$1.9 million, cost of double trigger change of control payments to certain of Aquila's employees.
d)To recognize the fair value of Aquila's assets acquired and liabilities assumed in the Arrangement. The adjustment includes the assumption that the allocation of the estimated excess amount of consideration over the net fair value of assets acquired and liabilities assumed will be recorded to Property, Plant and Mine Development. Presently, it is assumed that no 338(g) election will be made to step up the basis of the assets for tax purposes. The final analysis may result in a different recognition of deferred tax assets and liabilities.
e)To record deferred tax liabilities and to net deferred tax assets against liabilities
f)To eliminate an Aquila liability not being assumed.
g)To record the issuance of 13.7 million shares of GRC common stock to Aquila shareholders, valued at US$1.79 per share, calculated based on the closing price of GRC common stock on the December 10, 2021 acquisition date.
h)To eliminate Aquila’s equity accounts.

Note 4. The effect of the acquisition and related debt issuance on the unaudited pro forma condensed combined statements of operations

The unaudited pro forma condensed combined statements of operations include the following adjustments:

c)To record the C$2.5 million, or US$1.9 million, cost of double trigger change of control payments to certain of Aquila's employees.
i)To record additional depreciation, depletion and amortization expense associated with the preliminary fair value adjustment of approximately US$66.2 million allocated to Property, Plant, and Mine Development. As the allocation of estimated consideration is preliminary, the estimate of depreciation, depletion and amortization expense is subject to change upon completion of the valuation of Aquila’s assets.

Note 5. Calculation of pro forma basic and diluted net income (loss) per common share

For the nine months ending September 30, 2021

Pro Forma Combined

Numerator:

Net loss (in thousands)

($ 1,635)

Denominator:

Basic weighted average shares of common stock outstanding of GRC

74,481,281

Pro forma effect of potential common stock being issued in the transaction

13,714,630

Pro forma basic weighted average shares of common stock outstanding

88,195,911

Dilutive effect of share-based awards

360,814

Pro forma diluted weighted average common shares outstanding

88,556,725

Pro forma basic and diluted net loss per common share:

($ 0.02)


For the year ending December 31, 2020

Pro Forma Combined

Numerator:

Net loss from continuing operations (in thousands)

($ 17,770)

Denominator:

Basic weighted average shares of common stock outstanding of GRC

69,902,708

Pro forma effect of potential common stock being issued in the transaction

13,714,630

Pro forma basic weighted average shares of common stock outstanding

83,617,338

Dilutive effect of share-based awards

783,535

Pro forma diluted weighted average common shares outstanding

84,400,873

Pro forma basic and diluted net loss per common share:

($ 0.21)

Note 6. Aquila balances

The Aquila balances presented in the unaudited pro forma condensed combined financial statements were prepared using IFRS as issued by the IASB. The balances were reviewed to ensure alignment with U.S. GAAP and GRC's accounting policies. The following significant policies were evaluated with no identification of material adjustments being required:

Revenue Recognition
Share-based Compensation
Employee Benefits
Non-Financial Assets
Financial Assets
Tax Accounting
Other Liabilities
Financial Liabilities & Equity
Leases Accounting