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SEC Comment Letter 0000000000-22-012370 to Fortitude Gold Corp (FTCO)

Fortitude Gold Corp
Date: Nov. 15, 2022 · CIK: 0001828377 · Accession: 0000000000-22-012370

AI Filing Summary & Sentiment

File numbers found in text: 333-249533

Date
November 14, 2022
Author
Not clearly detected
Form
UPLOAD
Company
Fortitude Gold Corp

Letter

United States securities and exchange commission logo November 14, 2022 Jason Reid Chief Executive Officer Fortitude Gold Corporation 2886 Carriage Manor Point Colorado Springs, CO 80906 Re:Fortitude Gold Corporation Form 10-K for the Fiscal Year ended December 31, 2021 Filed March 1, 2022 File No. 333-249533 Dear Jason Reid: We have reviewed your October 28, 2022 response to our comment letter and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to these comments within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response. After reviewing your response to these comments, we may have additional comments. Unless we note otherwise, our references to prior comments are to comments in our September 22, 2022 letter. Form 10-K for the Fiscal Year ended December 31, 2021 Properties Overview, page 17 1.We have read the revisions proposed in your response to prior comment 2 to address the summary and individual property disclosure requirements. However, the maps associated with your material properties should utilize an easily recognizable coordinate system, such as a section, township and range, latitude/longitude, or UTM coordinates accurate to within one mile in your text, to comply with Item 1304(b)(1)(i) of Regulation S-K.

In addition, you should provide a description of your infrastructure, to include sources of power and water, disclose the total cost or book value of each material property, and include a brief history of your properties if known, or a statement to clarify if these details are unknown, to comply with Item 1304(b)(1)(ii), (b)(2)(iii), and (b)(2)(iv) of Regulation

FirstName LastNameJason Reid Comapany NameFortitude Gold Corporation November 14, 2022 Page 2 FirstName LastName Jason Reid Fortitude Gold Corporation November 14, 2022 Page 2 S-K. Please further revise as necessary to address the aforementioned guidance. Exhibit 96.1 Isabella Pearl 18.2 Life-Of-Mine Operating Costs, page ES-18 2.We note your response to prior comment 7 appears as part of your response to prior comment 6, and that your responses to prior comments 8 and 9 are identified as responses 7 and 8 in your letter. With regard to your answer to prior comment 7, regarding the excise tax calculation for 2022 in Table 18.2, and related Table 19-4 of Exhibit 96.1, please clarify how the 0.75% of total revenues in Table 19-4 corresponds to the gross revenues of $70,288,939, as the relationship appears to hold for 2023 and 2024.

The excise tax calculation for Table 18-2 and 18-3 appears to use the excise tax amount in Table 19-4 to calculate the LOM Operating Cash Cost per Tonne Processed and LOM Operating Cash Cost per Ounce Sold. Please coordinate with the qualified person to further revise or clarify these calculations in the Technical Report Summary. You may contact Joseph Klinko, Staff Accountant, at (202) 551-3824 if you have questions regarding comments on the financial statements and related matters. You may contact Ken Schuler, Mining Engineer, at (202) 551-3718 if you have questions regarding comments on your mineral property information. Please contact Karl Hiller, Branch Chief, at (202) 551-3686 with any other questions. Sincerely, Division of Corporation Finance Office of Energy & Transportation

Show Raw Text
United States securities and exchange commission logo
November 14, 2022
Jason Reid
Chief Executive Officer
Fortitude Gold Corporation
2886 Carriage Manor Point
Colorado Springs, CO 80906
Re:Fortitude Gold Corporation
Form 10-K for the Fiscal Year ended December 31, 2021
Filed March 1, 2022
File No. 333-249533
Dear Jason Reid:
            We have reviewed your October 28, 2022 response to our comment letter and have the
following comments.  In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
September 22, 2022 letter.
Form 10-K for the Fiscal Year ended December 31, 2021
Properties Overview, page 17
1.We have read the revisions proposed in your response to prior comment 2 to address the
summary and individual property disclosure requirements. However, the maps associated
with your material properties should utilize an easily recognizable coordinate system, such
as a section, township and range, latitude/longitude, or UTM coordinates accurate to
within one mile in your text, to comply with Item 1304(b)(1)(i) of Regulation S-K.

In addition, you should provide a description of your infrastructure, to include sources of
power and water, disclose the total cost or book value of each material property, and
include a brief history of your properties if known, or a statement to clarify if these details
are unknown, to comply with Item 1304(b)(1)(ii), (b)(2)(iii), and (b)(2)(iv) of Regulation

 FirstName LastNameJason Reid
 Comapany NameFortitude Gold Corporation
 November 14, 2022 Page 2
 FirstName LastName
Jason Reid
Fortitude Gold Corporation
November 14, 2022
Page 2
S-K.  Please further revise as necessary to address the aforementioned guidance.
Exhibit 96.1 Isabella Pearl
18.2 Life-Of-Mine Operating Costs, page ES-18
2.We note your response to prior comment 7 appears as part of your response to prior
comment 6, and that your responses to prior comments 8 and 9 are identified as responses
7 and 8 in your letter. With regard to your answer to prior comment 7, regarding the
excise tax calculation for 2022 in Table 18.2, and related Table 19-4 of Exhibit 96.1,
please clarify how the 0.75% of total revenues in Table 19-4 corresponds to the gross
revenues of $70,288,939, as the relationship appears to hold for 2023 and 2024.

The excise tax calculation for Table 18-2 and 18-3 appears to use the excise tax amount in
Table 19-4 to calculate the LOM Operating Cash Cost per Tonne Processed and LOM
Operating Cash Cost per Ounce Sold.  Please coordinate with the qualified person to
further revise or clarify these calculations in the Technical Report Summary.
            You may contact Joseph Klinko, Staff Accountant, at (202) 551-3824 if you have
questions regarding comments on the financial statements and related matters. You may contact
Ken Schuler, Mining Engineer, at (202) 551-3718 if you have questions regarding comments on
your mineral property information.
            Please contact Karl Hiller, Branch Chief, at (202) 551-3686 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation