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

GOLD RESOURCE CORPORATION

(Exact name of registrant as specified in its charter)

(Former name or former address, if changed since last report)

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:

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

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.  ¨

As previously disclosed, on October 5, 2021, Gold Resource Corporation (“GORO” or the “Company”) entered into an Arrangement Agreement (the “Arrangement Agreement”) with Aquila Resources Inc., a corporation incorporated under the laws of the Province of Ontario (“Aquila”), pursuant to which GORO, through a wholly-owned subsidiary, agreed to acquire all of the issued and outstanding common shares of Aquila (the “Transaction”). On December 10, 2021 (the “Closing Date”), the Transaction was consummated by way of a court-approved plan of arrangement under the Business Corporations Act (Ontario) (the “Plan of Arrangement”), on and subject to the terms and conditions of the Arrangement Agreement.

Pursuant to the Arrangement Agreement and the Plan of Arrangement, on the Closing Date, holders of Aquila common shares (the “Aquila Shares”) received a number of common shares of the Company (the “GORO Shares”) equal to the number of Aquila Shares multiplied by the exchange ratio of 0.0399 (the “Exchange Ratio”). In the aggregate, the Company issued 13,714,630 GORO Shares. The Exchange Ratio represents consideration of C$0.09 per Aquila share (the “Per Share Price”) based upon the closing prices of the Aquila Shares and the GORO Shares on September 3, 2021. The Per Share Price implies an aggregate acquisition price for 100% of the outstanding Aquila shares of approximately C$30.9 million.

Aquila’s shareholders approved the Arrangement Agreement and the Plan of Arrangement on November 17, 2021. The Transaction did not require the approval of GORO’s shareholders. The Ontario Superior Court of Justice (Commercial List) issued a final order approving the Plan of Arrangement on November 19, 2021.

The GORO Shares were issued in connection with the consummation of the Plan of Arrangement pursuant to the exemption from registration under the Securities Act of 1933, as amended (the “Securities Act”), provided by Section 3(a)(10) of the Securities Act based on the final order of the Ontario Superior Court of Justice (Commercial List) issued on November 19, 2021, approving the Plan of Arrangement following a hearing by the court upon the fairness of the terms and conditions on which all persons to whom it is proposed the securities will be issued had the right to appear.

The foregoing description of the Arrangement Agreement is qualified in its entirety by reference to the Arrangement Agreement filed as Exhibit 2.1 to this report and incorporated herein by reference.

The information contained in Item 2.01 of this Current Report on Form 8-K is incorporated by reference herein.

(a)            Financial Statements of Business Acquired

The financial statements of Aquila Resources required by Item 9.01(a) of Form 8-K will be filed by amendment within 71 calendar days after the date on which this Current Report is required to be filed.

(b)           Pro Forma Financial Information

The pro forma financial statements required by Item 9.01(b) of Form 8-K will be filed by amendment within 71 calendar days after the date on which this Current Report is required to be filed.

(d)            Exhibits.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.