Item 1.01 Entry into a Material Definitive Agreement
On
Effective
• Separation Agreement • Management Services Agreement
The Separation Agreement provides for the allocation between the Company and FGC
of the assets, employees, liabilities and obligations (including investments,
property, employee benefits, records, confidentiality and tax-related assets and
liabilities) of FGC and its subsidiaries attributable to periods prior to, at
and after the Spin-Off and will govern the relationship between the Company and
FGC subsequent to the completion of the Spin-Off. The Separation Agreement
provides, among other things, that if either the Company or FGC discover it is
holding assets or it is responsible for liabilities that should belong to the
other entity, the party holding such assets will transfer such assets to the
other party and/or the other party shall assume such liabilities. The Separation
Agreement also provides for the allocation between the parties of rights and
obligations under existing insurance policies with respect to occurrences prior
to the distribution date and will set forth procedures for the administration of
insured claims and certain other insurance matters. In general, each party will
assume liability for all pending, threatened and unasserted legal matters
related to its own business or its assumed or retained liabilities and will
indemnify the other party for any liability to the extent arising out of or
resulting from such assumed or retained legal matters. The Separation Agreement
also governs the respective rights, responsibilities and obligations of the
Company and FGC after the Spin-Off with respect to all tax matters (including
tax liabilities, tax attributes, tax returns and tax contests) and
indemnification obligations resulting from the failure of the Spin-Off and
related internal transactions to qualify for their intended tax treatment under
The Management Services Agreement provides that the Company and its subsidiaries
will provide services to FGC to assist in the transition of FGC as a separate
company including, managerial and technical supervision, advisory and
consultation with respect to mining operations, exploration, environmental,
safety and sustainability matters. The Company will provide certain
administrative services related to information technology, accounting and
financial advisory services, legal and compliance support and investor relation
and shareholder communication services. The agreed upon charges for services
rendered are based on market rates that align with the rates that an
unaffiliated service provider would charge for similar services. The Management
Services Agreement will terminate on
The foregoing summary of these agreements is qualified in its entirety by reference to the Separation Agreement and the Management Services Agreement, filed as Exhibits 2.1 and 10.1, respectively, to this Current Report on Form 8-K, each of which is incorporated herein by reference.
Item 2.01 Completion of Acquisition or Disposition of Assets.
On
2
shareholders of record as of the close of business on
As a result of the Distribution, FGC is now an independent company that is working on developing a trading market for its stock. FGC has applied to quote its shares of common stock on the OTCQB platform maintained by the OTC Markets Group.
Item 9.01 Financial Statements and Exhibits.
Pro Forma Financial Information:
Unaudited pro forma financial information for GRC giving effect to the Spin-Off and related transactions is attached as Exhibit 99.1 hereto.
(d) Exhibits. The following exhibits are furnished with this report:
2.1 Separation Agreement dated as ofDecember 31, 2020 , by and betweenGold Resource Corporation andFortitude Gold Corporation 10.1 Management Services Agreement dated as of December 31, 2020 , by and betweenGold Resource Corporation andFortitude Gold Corporation 99.1 Unaudited pro forma financial information 104 Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101) 3
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