0001004878-21-000005.txt : 20210111
0001004878-21-000005.hdr.sgml : 20210111
20210111143456
ACCESSION NUMBER: 0001004878-21-000005
CONFORMED SUBMISSION TYPE: 8-K
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20210107
ITEM INFORMATION: Unregistered Sales of Equity Securities
ITEM INFORMATION: Financial Statements and Exhibits
FILED AS OF DATE: 20210111
DATE AS OF CHANGE: 20210111
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: Fortitude Gold Corp
CENTRAL INDEX KEY: 0001828377
STANDARD INDUSTRIAL CLASSIFICATION: GOLD & SILVER ORES [1040]
IRS NUMBER: 852602691
STATE OF INCORPORATION: CO
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 8-K
SEC ACT: 1934 Act
SEC FILE NUMBER: 333-249533
FILM NUMBER: 21520489
BUSINESS ADDRESS:
STREET 1: 2886 CARRIAGE MANOR POINT
CITY: COLORADO SPRINGS
STATE: CO
ZIP: 80906
BUSINESS PHONE: 3033207708
MAIL ADDRESS:
STREET 1: 2886 CARRIAGE MANOR POINT
CITY: COLORADO SPRINGS
STATE: CO
ZIP: 80906
8-K
1
form8k302ppm1-21.txt
8-K RE PPM
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: January 7, 2021
FORTITUDE GOLD CORPORATION
(Name of registrant as specified in its charter)
Colorado 333-249533 85-2602691
------------ -------------------- ------------------
State of Commission File Number IRS Employer
Incorporation Identification No.
2886 Carriage Manor Point
Colorado Springs, CO 80906
--------------------------
Address of principal executive offices
719-717-9825
--------------------
Telephone number, including area code
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 registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17
CFR 240.14a-12(b))
[ ] 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))
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 [x]
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 13a of the
Exchange Act. [x]
Securities registered pursuant to Section 12(b) of the Act:
-------------------------------------------------------------------------------
Name of each exchange
Title of each class Trading Symbol(s) om which registered
-------------------------------------------------------------------------------
None N/A N/A
Item 3.02. Unregistered Sale of Equity Securities.
On January 7, 2021 the Company sold 500,000 shares of its common stock to
a group of private investors for $500,000 ($1.00 per share).
The Company relied upon the exemption provided by Rule 506 of the
Securities and Exchange Commission in connection with sale of the securities
described above. The persons who acquired these securities were sophisticated
investors and were provided full information regarding the Company's business
and operations. There was no general solicitation in connection with the offer
or sale of these securities. The persons who acquired these securities acquired
them for their own accounts. The certificates representing these securities will
bear a restricted legend providing that they cannot be sold except pursuant to
an effective registration statement or an exemption from registration. No
commission was paid to any person in connection with the sale of these
securities.
On January 11, 2021 the Company issued a Press Release, filed as Exhibit 99
to this report, concerning this private placement.
Item 9.01. Financial Statements and Exhibits
Number Description
99 Press Release
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
January 11, 2021
FORTITUDE GOLD CORPORATION
By: Jason Reid
--------------------------
Jason Reid
Chief Executive Officer
EXHIBIT 99
FORTITUDE GOLD CORPORATION
FOR IMMEDIATE RELEASE NEWS
January 11, 2021
FORTITUDE GOLD CLOSES PRIVATE PLACEMENT
Colorado Springs, Colorado - January 11, 2021 - Fortitude Gold Corporation (the
"Company") announces closing a private placement selling 500,000 shares of its
common stock at $1.00 per share for gross proceeds $500,000. No commission or
finder's fee was paid in connection with the private placement.
Proceeds from the private placement will be used to increase the Company's 2021
exploration budget for its Nevada Mining Unit. The Company is moving forward to
obtain regulatory approval to publicly trade on the OTC Markets QB market.
For more information, please visit the Fortitude Gold website located at
www.fortitudegold.com, which is scheduled to go live later this week.
About Fortitude Gold Corporation:
Fortitude Gold is a U.S. based gold producer targeting projects with low
operating costs, strong returns on capital and high margins. The Company
strategy is to grow organically, remain debt-free and distribute substantial
future dividends. The Company's Nevada Mining Unit consists of five high-grade
gold properties located in the Walker Lane Mineral Belt, with the Isabella Pearl
gold mine in current production. Nevada, U.S.A. is among the world's premier
mining friendly jurisdictions.
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 Fortitude Gold
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 the Company 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, the scope, duration, and impact of the COVID-19
pandemic on mining operations, Company employees, and supply chains as well as
the scope, duration and impact of government action aimed at mitigating the
pandemic may cause the actual results and future events to differ materially
from those expressed or implied by such forward-looking information. Also, there
can be no assurance that production will continue at any specific rate.
Contact:
719-717-9825
info@fortitudegold.com
www.Fortitudegold.com (website to go live shortly)