Exhibit
        10.1


        
        


        
                                                           


        
        GOLD
        RESOURCE CORPORATION


        
        SUBSCRIPTION
        AGREEMENT FOR COMMON STOCK

        


        
        TO:          GOLD
        RESOURCE CORPORATION

        


        
        The Subscriber (as hereinafter
        defined) hereby irrevocably subscribes for and agrees to purchase from Gold Resource
        Corporation (the
        “Corporation
        ”) that number of shares
        of common stock of the Corporation (the
        “Shares
        ”) set out below at a
        price of
        US$
        _____ per Share.
        The Subscriber agrees to be bound by the terms and conditions set forth in the attached
        “Terms and Conditions of Subscription for Common Stock” including, without
        limitation, the representations, warranties and covenants set forth therein. The Subscriber
        further agrees, without limitation, that the Corporation may rely upon the
        Subscriber’s representations, warranties and covenants contained in such
        documents.


        


        
        SUBSCRIPTION AND
        SUBSCRIBER INFORMATION


        


        
        Please print all
        information (other than signatures), as applicable, in the space provided
        below


        	
                    
                                                                                                                      

                	
                 	
                    
                    Number of Shares
                    (“Shares”)
                    :  
                               
                    x
                    US$                        

                
	
                    
                    (Name of
                    Subscriber)

                	
                 	
                 
	
                 	
                 	
                 
	
                    
                    Account Reference
                    (if
                    applicable):                                
                               

                	
                 	
                 
	
                    
                     


                    
                    By:                                                                 
                          
                                      


                    
                            Authorized
                    Signature

                	
                 	
                    
                    Aggregate
                    Subscription
                    Cost:$                                                       


                    
                                                              
                          (the
                    “
                    Subscription
                    Amount”
                    )

                
	
                    
                     

                	
                 	
                    
                         

                
	
                 	
                 	
                 
	
                    
                                                                                                                   
                     


                    
                    (Official Capacity
                    or Title – if the Subscriber is not an individual)

                     


                    
                                                                                                                    


                    
                    (Name of
                    individual whose signature appears above if different than the name of the
                    subscriber printed above.)

                     


                    
                                                                                                                     
                     


                    
                    (Subscriber’s
                    Address)


                    
                       
                                                                                                                   


                    


                    
                     


                    
                                                                                                                       


                    
                    (Telephone
                    Number)                       
                    (Email Address)

                	
                 	
                    
                    Please complete
                    if purchasing as agent or trustee for a principal (beneficial purchaser) (a
                    “Disclosed Principal”) and not purchasing as trustee or agent for
                    accounts fully managed by it.


                    
                    _                                                                                                  


                    
                    (Name of Disclosed
                    Principal)


                    
                     


                    
                                                                                                                       
                     


                    
                    (Address of
                    Disclosed Principal)


                    
                     


                    
                                                                                                                        
                     


                    
                    (Account
                    Reference, if applicable)

                
	
                 	
                 	
                 
	
                    
                    Account
                    Registration
                    Information
                    :


                    
                     


                    
                                                                                                                     
                     


                    
                    (Name)


                    
                     


                    
                                                                                                                      


                    
                    (Account
                    Reference, if applicable)


                    
                     


                    
                                                                                                                      


                    
                    (Address,
                    including Postal or Zip Code)

                	
                 	
                    
                    Delivery
                    Instructions as set forth
                    below
                    :


                    
                     


                    
                                                                                                                       
                     


                    
                    (Name)


                    
                     


                    
                                                                                                                      
                    _


                    
                    (Account
                    Reference, if applicable)


                    
                     


                    
                                                                                                                         


                    
                    (Address)


                    
                     


                    
                                                                                                                         


                    
                    (Contact
                    Name)                                  
                      (Telephone Number)

                
	
                 	
                 	
                 
	
                    
                    Number and kind of
                    securities of the Corporation held, directly or indirectly, if any:


                    
                                                                                                                   
                     


                    
                     


                    
                    _                                                                                               


                    
                     

                	
                 	
                 


        
        
        


        
        

        

        TERMS AND CONDITIONS
        OF SUBSCRIPTION FOR SHARES

        

        
                This
        Subscription Agreement is entered into between Gold Resource Corporation
        (“Corporation”) and the undersigned individual or entity that has subscribed
        for Shares of common stock of the Corporation (“Subscriber”).

        

        ARTICLE 1 —
        SUBSCRIPTION AND DESCRIPTION OF SHARES

        

        	
                1.1 	Subscription
                for Shares 


        

        

        
                
              The Subscriber hereby confirms its subscription for and
        offer to purchase the Shares from the Corporation, on and subject to the terms and
        conditions set out in this Subscription Agreement, for the Subscription Amount, which is
        payable as described in Article 2 hereto.

        

        	
                1.2 	Acceptance
                and Rejection of Subscription by the Corporation 


        

        

        
                
              The Subscriber acknowledges and agrees that the
        Corporation reserves the right, in its absolute discretion, to reject this subscription, in
        whole or in part, at any time prior to the Closing Time. If this subscription is rejected
        in whole, any checks or other forms of payment delivered to the Corporation representing
        the Subscription Amount will be promptly returned to the Subscriber without interest or
        deduction. If this subscription is accepted only in part, a check representing any refund
        of the Subscription Amount for that portion of the subscription for the Shares which is not
        accepted, will be promptly delivered to the Subscriber without interest or
        deduction.

        

        ARTICLE 2 —
        CLOSING

        

        	
                2.1 	
                Closing 


        

        

        
                
              The initial delivery and sale of the Shares and payment
        of the Subscription Amount (the “Initial Closing”) will be completed at
        the offices of the Corporation’s counsel, Dufford & Brown, P.C. in Denver,
        Colorado at 10:00 a.m. (Denver time) (the “Closing Time”) on
        _____________, 2007 or such other place, date or time as the Corporation and the
        Subscribers may agree (the “Closing Date”). At that place and time, and
        subject to the conditions set forth in Section 2.2 below, the Corporation shall deliver or
        cause to be delivered certificates representing the Shares that have been subscribed for up
        to that date against payment by the Subscriber for the Shares. The Corporation may hold
        additional closings for the delivery and sale of additional Shares after the Initial
        Closing in its discretion.

        

        
                
              The Subscriber understands and agrees that the sale of
        the Shares is being made by the Corporation on a “best efforts” basis, that
        there is no minimum number of shares that must be sold in the offering and that the
        proceeds of the sale will immediately be deposited in the Corporation’s bank account
        and available for all valid corporate purposes.

        

        	
                2.2 	Conditions
                of Closing 


        

        

        
                
              The Subscriber acknowledges and agrees that the
        obligations of the Corporation hereunder are conditional on the accuracy of the
        representations and warranties of the Subscriber contained in this Subscription Agreement
        as of the date of this Subscription Agreement, and as of the Closing Time as if made at and
        as of the Closing Time, and the fulfillment of the following additional conditions as soon
        as possible and in any event not later than the Closing Time:

        

        	 
                	(a) 	payment by the
                Subscriber of the Subscription Amount by certified check or bank draft in United
                States dollars payable to “Gold Resource Corporation”; and 


        

        
        
        


        
        

        

        	 
                	(b) 	the Subscriber
                having properly completed, signed and delivered this Subscription Agreement to the
                Corporation at Gold Resources Corporation, 222 Milwaukee Street, Suite 301, Denver,
                Colorado 80206. 


        

        

        ARTICLE 3 —
        REPRESENTATIONS AND WARRANTIES OFTHE CORPORATION

        

        	
                3.1 	
                Representations, Warranties
                and Covenants of the Corporation 


        

        

        
                
              The Corporation hereby represents and warrants to, and
        covenants with, the Subscriber as follows and acknowledges that the Subscriber is relying
        on such representations and warranties in connection with the transaction contemplated
        hereby:

        

        	 
                	(a) 	The Corporation
                and its subsidiaries have been duly incorporated and are in good standing under the
                laws of their respective jurisdictions, and are current and up-to-date with all
                filings required to be made by them in such jurisdiction, have all requisite
                corporate power and authority and are duly qualified and possess all certificates,
                authorizations, permits and licences issued by the appropriate state, municipal, or
                federal regulatory agencies or bodies necessary (and has not received or is aware
                of any modification or revocation to such licences, authorizations, certificates or
                permits) to carry on its business as now conducted and to own its properties and
                assets and the Corporation and its subsidiaries have all requisite corporate power
                and authority to carry out their obligations under this Subscription
                Agreement. 


        

        

        	 
                	(b) 	There has been
                no adverse material change to the Corporation (actual, proposed or prospective,
                whether financial or otherwise) in the business, affairs, operations, assets,
                liabilities (contingent or otherwise) or shareholders’ equity of the
                Corporation since June 30, 2007, which has not been generally disclosed to the
                public and, in all material respects, the business of the Corporation has been
                carried on in the usual and ordinary course consistent with past practice since
                June 30, 2007 to the extent that such past practice is consistent with the current
                business direction of the Corporation. 


        

        

        	 
                	(c) 	This
                Subscription Agreement when executed and delivered on behalf of the Corporation,
                will have been duly authorized, executed and delivered by the Corporation and will
                constitute a valid and binding obligation of the Corporation enforceable against
                the Corporation in accordance with its terms except as limited by (a) applicable
                bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and other
                similar laws affecting the rights of creditors generally; (b) the requirement that
                each party act in good faith with regard to their rights and obligations under this
                Subscription Agreement; and (c) general principles of equity. 


        

        

        	 
                	(d) 	As of the close
                of business on August 8, 2007, the authorized capital of the Corporation consists
                of 60,000,000 shares of common stock and 5,000,000 shares of preferred stock, of
                which 28,249,552 shares of common stock are issued and outstanding as fully paid
                and non-assessable. 


        

        

        	 
                	(e) 	The common
                stock currently trades in the Over-the-Counter market and is quoted on the Bulletin
                Board system maintained by the National Association of Securities Dealers, Inc. and
                no order ceasing or suspending trading in any securities of the Corporation or the
                trading of any of the Corporation’s issued securities is currently
                outstanding and no proceedings for such purpose are, to the knowledge of the
                Corporation, pending or threatened. 


        

        

        3

        
        


        
        

        

        	 
                	(f) 	The Corporation
                is not, nor to the knowledge of the Corporation, is any other person in default in
                the observance or performance of any term, covenant or obligation to be performed
                by it under any debt instrument, material agreement, contract, agreement or
                arrangement to which the Corporation is a party and no event has occurred which
                with notice or lapse of time or both would constitute such a default and all such
                contracts, agreements and arrangements are in good standing. 


        

        

        	 
                	(g) 	The Corporation
                and its subsidiaries hold either freehold title, mining leases, mining claims or
                other conventional property, proprietary or contractual interests or rights,
                recognized in the jurisdiction in which a particular property is located in respect
                of the ore bodies and minerals located in properties in which the Corporation and
                its subsidiaries have an interest under valid, subsisting and enforceable title
                documents or other recognized and enforceable agreements or instruments, which are
                currently sufficient to permit the Corporation and its subsidiaries to explore the
                minerals relating thereto, and all such property, leases or claims and all
                property, leases or claims in which the Corporation or the subsidiaries have any
                interest or right have been validly located and recorded in accordance with all
                applicable laws and are valid and subsisting. 


        

        

        	 
                	(h) 	There are no
                actions, suits, proceedings or inquiries pending or, to the knowledge of the
                Corporation threatened against or affecting the Corporation or its subsidiaries or
                their property or assets at law or in equity or before or by any federal, municipal
                or other governmental department, court, commission, board, bureau, agency or
                instrumentality. 


        

        

        	 
                	(i) 	There is and
                has been no failure on the part of the Corporation or any of the
                Corporation’s directors or officers, in their capacities as such, to comply
                in all material respects with any applicable provision of the Sarbanes-Oxley Act of
                2002 and the rules and regulations promulgated in connection therewith, including
                Section 402 related to loans and Sections 302 and 906 related to
                certifications. 


        

        

        	 
                	(j) 	Promptly
                following the closing of the purchase and sale of the Shares contemplated by this
                Subscription Agreement, the Corporation shall prepare and file with the SEC a
                registration statement on Form S-l, S-3 or SB-2 (or, if Form S-l, S-3 or SB-2 is
                not then available to the Corporation, on such form of registration statement as is
                then available to effect a registration for resale of the Shares
                (“Registration Statement”)), covering the resale of the Shares;
                provided, however, that if prior to the filing of the Registration Statement, the
                provisions of Rule 144 of the Securities Act of 1933, as amended (the “1933
                Act”) have been amended to reduce to six months or less the holding period
                after which the Shares may be sold in compliance with that Rule, the Corporation
                shall not be obligated to file such Registration Statement and shall be entitled to
                withdraw a Registration Statement that has previously been filed if it has not yet
                been declared effective. Such Registration Statement also shall cover, to the
                extent allowable under the 1933 Act and the rules promulgated thereunder (including
                Rule 416), such indeterminate number of additional shares of Common Stock resulting
                from stock splits, stock dividends or similar transactions with respect to the
                Shares. 


        

        

        	 
                	(k) 	The Corporation
                shall pay all expenses associated with the registration, including filing and
                printing fees, counsel and accounting fees and expenses, and State “Blue
                Sky” fees and expenses. 


        

        

        	 
                	(l) 	The Corporation
                shall use its commercially reasonable efforts to have the Registration Statement
                declared effective by the SEC as soon as practicable. The Corporation shall notify
                the Subscriber by facsimile or e-mail as promptly as practicable, and in any event,
                within three (3) business days, after the Registration Statement is declared
                effective and shall simultaneously provide the Subscriber with copies of any
                related prospectus to be used in connection with the sale or other disposition of
                the securities covered thereby. 


        

        

        4

        
        


        
        

        

        ARTICLE 4
        —ACKNOWLEDGEMENTS, COVENANTS, REPRESENTATIONS AND WARRANTIES OF THE
        SUBSCRIBER

        

        	
                4.1 	
                Acknowledgements,
                Representations, Warranties and Covenants of the Subscriber 


        

        

        
                
              The Subscriber, on its own behalf and, if applicable,
        on behalf of others for whom it is acting hereunder, hereby represents and warrants to, and
        covenants with, the Corporation as follows and acknowledges that the Corporation is relying
        on such representations and warranties in connection with the transactions contemplated
        herein:

        

        	 
                	(a) 	The Subscriber
                certifies that it is resident in the jurisdiction set out on the face page of this
                Subscription Agreement. Such address was not created and is not used solely for the
                purpose of acquiring the Shares and the Subscriber was solicited to purchase in
                such jurisdiction. 


        

        

        	 
                	(b) 	If the
                Subscriber is not a person in the United States nor a U.S. Person (as defined in
                Rule 902(k) of Regulation S under the U.S. Securities Act) or not purchasing the
                Shares on behalf of a person in the United States or a U.S. Person: 


        

        

        	 
                	(i) 	neither the
                Subscriber nor any disclosed principal is a U.S. Person nor subscribing for the
                Shares for the account of a U.S. Person or for resale in the United States and the
                Subscriber confirms that the Shares have not been offered to the Subscriber in the
                United States and that this Subscription Agreement has not been signed in the
                United States; 


        

        

        	 
                	(ii)
                	the Subscriber
                acknowledges that the Shares have not been registered under the U.S. Securities Act
                of 1933, as amended (the “Securities Act”) and may not be offered or
                sold in the United States or to a U.S. Person unless the securities are registered
                under the U.S. Securities Act and all applicable state securities laws or an
                exemption from such registration requirements is available, and further agrees that
                hedging transactions involving such securities may not be conducted unless in
                compliance with the U.S. Securities Act; 


        

        

        	 
                	(iii)
                	the Subscriber
                and if applicable, the disclosed principal for whom the Subscriber is acting,
                understands that the Corporation is the seller of the Shares and that, for purposes
                of Regulation S, a “distributor” is any underwriter, dealer or other
                person who participates, pursuant to a contractual arrangement, in the distribution
                of securities sold in reliance on Regulation S and that an “affiliate”
                is any partner, officer, director or any person directly or indirectly controlling,
                controlled by or under common control with any person in question. Except as
                otherwise permitted by Regulation S, the Subscriber and if applicable, the
                disclosed principal for whom the Subscriber is acting, agrees that it will not,
                during a one year distribution compliance period, act as a distributor, either
                directly or through any affiliate, or sell, transfer, hypothecate or otherwise
                convey the Shares or underlying securities other than to a non-U.S. Person;
                


        

        

        	 
                	(iv)
                	the Subscriber
                and if applicable, the disclosed principal for whom the Subscriber is acting,
                acknowledges and understands that in the event the Shares are offered, sold or
                otherwise transferred by the Subscriber or if applicable, the disclosed principal
                for whom the Subscriber is acting, to a non-U.S Person prior to the expiration of a
                one year distribution compliance period, the purchaser or transferee must agree not
                to resell such securities except in accordance with the provisions of Regulation S,
                pursuant to registration under the Securities Act, or pursuant to an available
                exemption from registration; and must further agree not to engage in hedging
                transactions with regard to such securities unless in compliance with the
                Securities Act; and 


        

        

        5

        
        


        
        

        

        	 
                	(v) 	neither the
                Subscriber nor any disclosed principal will offer, sell or otherwise dispose of the
                Shares in the United States or to a U.S. Person unless (A) the Corporation has
                consented to such offer, sale or disposition and such offer, sale or disposition is
                made in accordance with an exemption from the registration requirements under the
                Securities Act and the securities laws of all applicable states of the United
                States or (B) the SEC has declared effective the Registration Statement in respect
                of such securities. 


        

        

        	 
                	(c) 	If the
                Subscriber is a person in the United States or a U.S. person, or is purchasing the
                Shares on behalf of a person in the United States or a U.S. person, the
                Subscriber: 


        

        

        	 
                	(i) 	or each
                beneficial purchaser as to which the Subscriber exercises sole investment
                discretion for whom it is purchasing, is acquiring the Shares to be held for
                investment only and not with a view to resale, distribution or other disposition of
                the Shares and without any present intention of selling, offering to sell or
                otherwise disposing of or distributing such securities, or any portion
                thereof; 


        

        

        	 
                	(ii)
                	is aware that
                the Shares have not been registered under the Securities Act and the sale
                contemplated hereby is being made in reliance on a private placement exemption to
                Accredited Investors (as defined in Rule 501 of the Securities Act); 


        

        

        	 
                	(iii)
                	the Subscriber
                is an Accredited Investor within the meaning of Rule 501 of Regulation D of the
                Securities Act; or each beneficial purchaser as to which the Subscriber exercises
                sole investment discretion for whom it is purchasing is an Accredited
                Investor; 


        

        

        	 
                	(iv)
                	if the
                undersigned is the Subscriber, he or she is making the above statement based on
                personal knowledge of his or her financial situation and has reviewed personal
                financial documentation with an accountant, financial advisor or other financial
                professional, if necessary, to determine that the above statement is true; or (b)
                if the undersigned is other than the Subscriber, he or she is making the above
                statement based on a review, if necessary, of the financial statements of the
                Subscriber for the most recently completed financial year and any interim financial
                statements prepared since the end of such financial year and has undertaken such
                other review and due diligence necessary to determine and certify that the
                Subscriber is an “Accredited Investor” as that term is defined in Rule
                501(a) of the U.S. Securities Act; 


        

        

        	 
                	(v) 	is not
                purchasing the Shares as a result of any “general solicitation or general
                advertising” (as such term is defined in Regulation D), including any
                advertisement, article, notice or other communication published in any newspaper,
                magazine, or similar media or broadcast over television or radio, or any seminar or
                meeting where the attendees have been invited by general solicitation or general
                advertising; 


        

        

        6

        
        


        
        

        

        	 
                	(vi)
                	understands
                that if it decides to offer, sell, pledge or otherwise transfer the Shares, and,
                prior to the Registration Statement becoming effective, the Shares may be offered,
                sold or otherwise transferred only: (A) to the Corporation; (B) in compliance with
                Rule 904 under Regulation S, (C) in accordance with Rule 144 or Rule 144A under the
                U.S. Securities Act, if available, and in compliance with applicable local laws and
                regulations, or (D) in a transaction that does not otherwise require registration
                under the Securities Act or any applicable state securities laws if an opinion of
                counsel, of recognized standing reasonably satisfactory to the Corporation has been
                provided to the Corporation to that effect. 


        

        

        	 
                	(d) 	If the
                Subscriber or any disclosed principal is not a person described in paragraphs
                4.1(b) or 4.1(c) above, the subscription for the Shares by the Subscriber does not
                contravene any of the applicable securities legislation in the jurisdiction in
                which the Subscriber resides and does not give rise to any obligation of the
                Corporation to prepare and file a prospectus or similar document or to register the
                Shares or to be registered with, or to file any report or notice with, any
                governmental or regulatory authority. 


        

        

        	 
                	(e) 	The execution
                and delivery of this Subscription Agreement, the performance and compliance with
                the terms hereof, the subscription for the Shares and the completion of the
                transactions described herein by the Subscriber will not result in any material
                breach of, or be in conflict with, or constitute a material default under, or
                create a state of facts that, after notice or lapse of time, or both, would
                constitute a material default under any term or provision of the constating
                documents, by-laws or resolutions of the Subscriber, the securities laws or any
                other laws applicable to the Subscriber, any agreement to which the Subscriber is a
                party, or any judgment, decree, order, statute, rule or regulation applicable to
                the Subscriber. 


        

        

        	 
                	(f) 	The Subscriber
                is subscribing for the Shares as principal for its own account and not for the
                benefit of any other person (within the meaning of applicable securities laws); if
                it is subscribing as agent for a disclosed principal, it has disclosed the name of
                the disclosed principal on the face page of this Subscription Agreement and
                acknowledges that the Corporation may be required by law to disclose to certain
                regulatory authorities the identity of each disclosed principal for whom the
                Subscriber is acting; or in the case of a subscription for the Shares by the
                Subscriber acting as trustee or agent for a fully managed account or as agent for
                an undisclosed principal, the Subscriber is duly authorized to execute and deliver
                this Subscription Agreement and all other necessary documentation in connection
                with such subscription on behalf of the fully managed account or undisclosed
                principal, as applicable, and this Subscription Agreement has been duly authorized,
                executed and delivered by or on behalf of and constitutes a legal, valid and
                binding agreement of, the fully managed account or undisclosed principal, as
                applicable. 


        

        

        	 
                	(g) 	In the case of
                a subscription for the Shares by the Subscriber acting as principal, this
                Subscription Agreement has been duly authorized, executed and delivered by, and
                constitutes a legal, valid and binding agreement of, the Subscriber. This
                Subscription Agreement is enforceable in accordance with its terms against the
                Subscriber. 


        

        

        7

        
        


        
        

        

        	 
                	(h) 	If the
                Subscriber is: 


        

        

        	 
                	(i) 	a corporation,
                the Subscriber is duly incorporated and is validly subsisting under the laws of its
                jurisdiction of incorporation and has all requisite legal and corporate power and
                authority to execute and deliver this Subscription Agreement, to subscribe for the
                Shares as contemplated herein and to carry out and perform its obligations under
                the terms of this Subscription Agreement; 


        

        

        	 
                	(ii)
                	a partnership,
                limited liability company, syndicate or other form of unincorporated organization,
                the Subscriber has the necessary legal capacity and authority to execute and
                deliver this Subscription Agreement and to observe and perform its covenants and
                obligations hereunder and has obtained all necessary approvals in respect thereof;
                or 


        

        

        	 
                	(iii)
                	an individual,
                the Subscriber is of the full age of majority and is legally competent to execute
                this Subscription Agreement and to observe and perform his or her covenants and
                obligations hereunder. 


        

        

        	 
                	(i) 	The Subscriber
                is not, with respect to the Corporation or any of its affiliates, a “control
                person” as defined under the Securities Act and the purchase of the Shares
                hereunder will not result in the Subscriber becoming a control person. 


        

        

        	 
                	(j) 	The Subscriber
                has been advised to consult its own legal advisors with respect to trading in the
                Shares, and with respect to the resale restrictions imposed by the securities laws
                of the jurisdiction in which the Subscriber resides and other applicable securities
                laws, and acknowledges that no representation has been made respecting the
                applicable hold periods imposed by the securities laws or other resale restrictions
                applicable to such securities that restrict the ability of the Subscriber (or
                others for whom it is contracting hereunder) to resell such securities, that the
                Subscriber (or others for whom it is contracting hereunder) is solely responsible
                to find out what these restrictions are and the Subscriber is solely responsible
                (and neither the Corporation nor the Agent are in any way responsible) for
                compliance with applicable resale restrictions and the Subscriber is aware that it
                (or beneficial persons for whom it is contracting hereunder) may not be able to
                resell such securities except in accordance with limited exemptions under the
                securities laws and other applicable securities laws. 


        

        

        	 
                	(k) 	The Subscriber
                is not purchasing Shares with knowledge of material information concerning the
                Corporation that has not been generally disclosed. 


        

        

        	 
                	(l) 	No person has
                made any written or oral representations: 


        

        

        	 
                	(i) 	that any person
                will resell or repurchase the Shares; 


        

        

        	 
                	(ii)
                	that any person
                will refund the Subscription Amount; or 


        

        

        	 
                	(iii)
                	as to the
                future price or value of the Shares. 


        

        

        	 
                	(m) 	There are risks
                associated with the purchase of and investment in the Shares and the Subscriber has
                such knowledge and experience that it is capable of evaluating the merits and risks
                of an investment in the Shares and fully understands the restrictions on resale of
                the Shares and is capable of bearing the economic risk of the investment.
                


        

        

        8

        
        


        
        

        

        	 
                	(n) 	The funds
                representing the Subscription Amount that will be paid by the Subscriber to the
                Corporation hereunder, will not represent proceeds of crime for the purposes of
                United States anti-terrorist legislation and the Subscriber acknowledges that the
                Corporation may in the future be required by law to disclose the Subscriber’s
                name and other information relating to this Subscription Agreement and the
                Subscriber’s subscription hereunder pursuant to such legislation. To the best
                of its knowledge (a) none of the Subscription Amount to be provided by the
                Subscriber (i) has been or will be derived from or related to any activity that is
                deemed criminal under the laws of the United States of America, or any other
                jurisdiction, or (ii) is being tendered on behalf of a person or entity who has not
                been identified to the Subscriber, and (b) it shall promptly notify the Corporation
                if the Subscriber discovers that any of such representations ceases to be true, and
                to provide the Corporation with appropriate information in connection
                therewith. 


        

        

        	 
                	(o) 	No securities
                commission, agency, governmental authority, regulatory body, stock exchange or
                other regulatory body or similar regulatory authority has reviewed or passed on the
                merits of the Shares. 


        

        

        	 
                	(p) 	The Shares
                shall be subject to statutory resale restrictions under the securities laws of the
                jurisdiction in which the Subscriber resides and under other applicable securities
                laws, and the Subscriber covenants that it will not resell the Shares except in
                compliance with such laws and the Subscriber acknowledges that it is solely
                responsible (and in no way is the Corporation responsible) for such
                compliance. 


        

        

        	 
                	(q) 	The
                certificates representing the Shares, if issued prior to the Registration Statement
                becoming effective, and all certificates issued in substitution or exchange
                thereof, will bear a legend substantially in the following form: 


        

        

        	 	THE
                SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES
                SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THESE
                SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)
                TO GOLD RESOURCE CORPORATION (“GRC”), (B) OUTSIDE THE UNITED
                STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT,
                (C) IN COMPLIANCE WITH RULE 144 OR 144A THEREUNDER, IF AVAILABLE, AND IN
                ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, (D) PURSUANT TO AN
                EFFECTIVE REGISTRATION STATEMENT, OR (E) IN A TRANSACTION THAT DOES NOT REQUIRE
                REGISTRATION UNDER THE SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS,
                AND THE HOLDER HAS, PRIOR TO SUCH SALE, FURNISHED TO GRC AN OPINION OF
                COUNSEL OR OTHER EVIDENCE OF EXEMPTION, IN EITHER CASE REASONABLY
                SATISFACTORY TO GRC. HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT
                BE CONDUCTED UNLESS IN COMPLIANCE WITH THE U.S. SECURITIES ACT.
                


        

        

        	 
                	(r) 	The Corporation
                is relying on the representations, warranties and covenants contained herein to
                determine the Subscriber’s eligibility to subscribe for the Shares under
                applicable securities laws and the Subscriber agrees to indemnify the Corporation
                and each of its directors, officers and agents against all losses, claims, costs,
                expenses, damages or liabilities that any of them may suffer or incur as a result
                of or arising from reliance thereon. The Subscriber undertakes to immediately
                notify the Corporation of any change in any statement or other information relating
                to the Subscriber set forth in such applicable Schedules which takes place prior to
                the Closing Time. 


        

        

        9

        
        


        
        

        

        	 
                	(s) 	The Subscriber
                is responsible for obtaining such legal and tax advice as it considers appropriate
                in connection with the execution, delivery and performance of this Subscription
                Agreement and the transactions contemplated under this Subscription
                Agreement. 


        

        

        	 
                	(t) 	The Subscriber
                has reviewed (i) the prospectus of the Corporation dated May 22, 2007; (ii) the
                quarterly reports on Form 10-QSB for the quarters ended March 31 and June 30, 2007;
                (iii) all other reports filed with the United States Securities and Exchange
                Commission by the Corporation since March 31, 2007, each of which is available from
                the Public Reference Room of the SEC or on its web site at
                http://www.sec.gov. The Subscriber’s decision to purchase the Shares
                was based solely on the representations in this Subscription Agreement and the
                filings of the Corporation with the SEC itemized immediately above, and no person
                or entity has made any representations or warranties excepts as set forth
                herein. 


        

        

        	 
                	(u) 	There are risks
                associated with the purchase of the Shares and the Subscriber may lose his, her or
                its entire investment. These risks include those itemized in the
                Corporation’s filings with the SEC itemized above, together with the risks
                identified in Attachment 1 to this Subscription Agreement. The Subscriber
                acknowledges having read these risks and understands them. 


        

        

        	 
                	(v) 	The Subscriber
                has had the opportunity to ask questions of, and receive answers from, the officers
                and directors of the Corporation regarding the offering, the Corporation or any
                other information relevant to Subscriber’s investment. 


        

        

        	 
                	(w) 	The Subscriber
                understands that the Corporation may pay a finder’s fee or commission up to
                5% of the Subscription amount in cash and 5% of the Subscription amount in
                Shares. 


        

        

        	 
                	(x) 	This
                Subscription Agreement requires the Subscriber to provide certain personal
                information to the Corporation. Such information is being collected by the
                Corporation for the purposes of completing the offering, which includes, without
                limitation, determining the Subscriber’s eligibility to purchase the Shares
                under the applicable securities laws, preparing and registering certificates
                representing Shares to be issued to the Subscriber and completing filings required
                by any stock exchange or securities regulatory authority. The Subscriber’s
                personal information may be disclosed by the Corporation to: (a) stock exchanges or
                securities regulatory authorities and (b) any of the other parties involved in the
                offering, including legal counsel and may be included in record books in connection
                with the offering. By executing this Subscription Agreement, the Subscriber is
                deemed to be consenting to the foregoing collection, use and disclosure of the
                Subscriber’s personal information. The Subscriber also consents to the filing
                of copies or originals of this Subscription Agreement as may be required to be
                filed with any stock exchange or securities regulatory authority in connection with
                the transactions contemplated hereby. The Subscriber represents and warrants that
                it has the authority to provide the consents and acknowledgements set out in this
                paragraph on behalf of each disclosed principal. 


        

        

        	 
                	(y) 	The Subscriber
                consents to the Corporation making a notation on its records and giving
                instructions to any transfer agent of the Corporation in order to implement the
                restrictions on transfers set forth and described herein, and the Subscriber
                understands and acknowledges that the Corporation may instruct the registrar and
                transfer agent of the Corporation not to record a transfer without first being
                notified by the Corporation that it is satisfied that such transfer is exempt from
                or not subject to registration under the Securities Act. 


        

        

        10

        
        


        
        

        

        ARTICLE 5 —
        SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS

        

        	
                5.1 	Survival of
                Representations, Warranties and Covenants of the Corporation 


        

        

        
                
              The representations, warranties and covenants of the
        Corporation contained in this Subscription Agreement shall survive the Closing and,
        notwithstanding such Closing or any investigation made by or on behalf of the Subscriber
        with respect thereto, shall continue in full force and effect for the benefit of the
        Subscriber.

        

        	
                5.2 	Survival of
                Representations, Warranties and Covenants of the Subscriber 


        

        

        
                
              The representations, warranties and covenants of the
        Subscriber contained in this Subscription Agreement shall survive the Closing and,
        notwithstanding such Closing or any investigation made by or on behalf of the Corporation
        with respect thereto and notwithstanding any subsequent disposition by the Subscriber of
        any of the Shares.

        

        ARTICLE 6 —
        MISCELLANEOUS

        

        	
                6.1 	Further
                Assurances 


        

        

        
                
              Each of the parties hereto upon the request of each of
        the other parties hereto, whether before or after the Closing Time, shall do, execute,
        acknowledge and deliver or cause to be done, executed, acknowledged and delivered all such
        further acts, deeds, documents, assignments, transfers, conveyances, powers of attorney and
        assurances as may reasonably be necessary or desirable to complete the transactions
        contemplated herein.

        

        	
                6.2 	Costs and
                Expenses 


        

        

        
                
              All costs and expenses (including, without limitation,
        the fees and disbursements of legal counsel) incurred in connection with this Subscription
        Agreement and the transactions herein contemplated shall be paid and borne by the party
        incurring such costs and expenses.

        

        	
                6.3 	Applicable
                Law 


        

        

        
                
              This Subscription Agreement shall be construed and
        enforced in accordance with, and the rights of the parties shall be governed by, the laws
        of the State of Colorado and the laws of the United States applicable therein. Any and all
        disputes arising under this Subscription Agreement, whether as to interpretation,
        performance or otherwise, shall be subject to the non-exclusive jurisdiction of the courts
        of the State of Colorado and each of the parties hereto hereby irrevocably attorns to the
        jurisdiction of the courts of such province.

        

        	
                6.4 	Entire
                Agreement 


        

        

        
                
              This Subscription Agreement constitutes the entire
        agreement between the parties with respect to the transactions contemplated herein and
        cancels and supersedes any prior understandings, agreements, negotiations and discussions
        between the parties. There are no representations, warranties, terms, conditions,
        undertakings or collateral agreements or understandings, express or implied, between the
        parties hereto other than those expressly set forth in this Subscription Agreement or in
        any such agreement, certificate, affidavit, statutory declaration or other document as
        aforesaid. This Subscription Agreement may not be amended or modified in any respect except
        by written instrument executed by each of the parties hereto.

        

        11

        
        


        
        

        

        	
                6.5 	
                Counterparts
                


        

        

        
                
              This Subscription Agreement may be executed in two or
        more counterparts, each of which shall be deemed to be an original and all of which
        together shall constitute one and the same Subscription Agreement. Counterparts may be
        delivered either in original or faxed form and the parties adopt any signature received by
        a receiving fax machine as original signatures of the parties.

        

        	
                6.6 	
                Assignment 


        

        

        
                
              This Subscription Agreement may not be assigned by
        either party except with the prior written consent of the other parties hereto.

        

        	
                6.7 	
                Enurement 


        

        

        
                
              This Subscription Agreement shall enure to the benefit
        of and be binding upon the parties hereto and their respective heirs, executors, successors
        (including any successor by reason of the amalgamation or merger of any party),
        administrators and permitted assigns.

        

        	
                6.8 	
                Language 


        

        

        
                
              It is the express wish of the Subscriber that the
        Subscription Agreement and any related documentation be drawn up in English.

        

        
                
              The Corporation hereby accepts the subscription for
        Shares as set forth on the face page of this Subscription Agreement on the terms and
        conditions contained in the Subscription Agreement this __ day of _____ 2007.


        	
                	
                
	
                	GOLD
                RESOURCE CORPORATION

                

                By: ________________________________

                        Authorized Signing Officer
                


        

        

        

        

        

        

        

        

        12

        
        


        
        

        

        ATTACHMENT 1 TO

        SUBSCRIPTION AGREEMENT FOR COMMON STOCK OF

        GOLD RESOURCE CORPORATION

        

        RISK
        FACTORS

        

        
                
        An investment in our common stock involves a high degree of risk and could result in a
        loss of your entire investment. Prior to making an investment decision, you should
        carefully consider all of the information described in our filings with the Securities and
        Exchange Commission (SEC) and, in particular, you should evaluate the risk factors set
        forth below. Additional risks and uncertainties not currently known to us or that we
        currently deem to be immaterial may also impair our business operations. If we are unable
        to prevent events that have a negative effect from occurring, then our business may
        suffer.

        

        Risks Relating to Our
        Company

        

        
                
        We have no history of production. Our operations to date have been limited to
        exploration of our properties, primarily the El Aguila property. We have no history
        of producing gold or other metals. The development of our El Aguila project requires
        the completion of construction, start-up and operation of a mine, processing plant and
        related infrastructure. As a result, we are subject to all of the risks of establishing new
        mining operations. There can be no assurance that we can successfully establish mining
        operations or profitably produce gold or other metals.

        

        
                
        We have received no reserve report or feasibility study establishing proven or
        probable reserves within SEC-recognized definitions. A reserve, as defined by
        regulation of the SEC, is that part of a mineral deposit which can be economically and
        legally extracted or produced at the time of the reserve determination. Establishment of
        reserves within this definition requires preparation of a reserve report containing an
        estimate of existing ore, together with a feasibility study analyzing the economics of
        recovering and producing the ore. Although we are proposing to commence mining operations
        at our El Aguila property, we have received no reserve report or feasibility study
        establishing reserves within the meaning of the SEC definition. As a result, there is no
        assurance we will be successful in producing any gold or other material at a profit or that
        the costs that we invest in the mill and the mine can be recovered. As a result, the price
        of our stock may suffer.

        

        
                
        If we are unable to achieve predicted gold recoveries from our El Aguila property,
        our financial condition and results of operation will be adversely affected. We are
        proceeding with the development of the El Aguila property based on estimates of gold
        recovery and geologic formations developed during exploration. However, sales of gold, if
        any, that we realize from future mining activity will be less than anticipated if the mined
        material does not contain the concentration of gold predicted by our geological
        exploration. If sales of gold are less than anticipated, we may not be able to recover our
        investment in our property and our operations may be adversely affected. There is no
        assurance that mineral recoveries in small scale laboratory tests will be duplicated in
        large tests and in actual mining conditions.

        

        
                
        Should we successfully commence mining operations at our El Aguila property, our
        ability to remain profitable long term will depend on our ability to identify, explore, and
        develop additional properties. Gold properties are wasting assets. They eventually
        become depleted or uneconomical to continue mining. The acquisition of gold properties and
        their exploration and development are subject to intense competition. Companies with
        greater financial resources, larger staff, more experience and more equipment for
        exploration and development may be in a better position than us to compete for such mineral
        properties. If we are unable to find, develop, and economically mine new properties, we
        most likely will not be able to be profitable on a long term basis.

        

        13

        
        


        
        

        

        
                
        Our operations are subject to permitting requirements which could require us to
        delay, suspend, or terminate our operations at the El Aguila property. Our
        operations, including the proposed construction of our mill and mine, require permits from
        federal and local governments. These permits are required for mining, environmental impact,
        appropriation of water and blasting. Issuance of these permits is regulated by a variety of
        federal and local agencies. There is no assurance that we will be able to obtain these
        permits in a timely manner, on reasonable terms, or at all. If we cannot obtain or maintain
        the necessary permits to construct and operate the proposed mill and mine, or if there is a
        delay in receiving these permits, our timetable and business plan for developing and
        producing the El Aguila property maybe adversely affected.

        

        
                
        The construction of our proposed mill will be subject to all of the risks inherent in
        construction. These risks include potential delays, cost overruns, shortages of
        material or labor, construction defects, and injuries to persons and property. We intend to
        retain LYNTEK, Inc. of Denver, Colorado as a consultant to act as our general contractor
        for construction of the mill and the mine. We expect that LYNTEK will engage a combination
        of American and Mexican subcontractors and material suppliers in connection with the
        project. While we anticipate taking all measures which we deem reasonable and prudent in
        connection with construction of the mill, there is no assurance that the risks described
        above will not cause delays or cost overruns in connection with such construction. Any
        delay would postpone our anticipated receipt of revenue and adversely affect our
        operations. Cost overruns might require that we obtain additional capital in order to
        commence production. Any of these occurrences may adversely affect the price of our
        stock.

        

        
                
        The operation of the mine presents potential environmental hazards for which we may
        not be able to obtain insurance. The operation of a mine involves hazardous
        chemicals and potential contamination of the mine site and proximate ground water. Some of
        these risks may not be insurable or the cost of such insurance may be prohibitive. Prior to
        commencing production at the mine, we intend to acquire insurance in accordance with
        industry standards and within the constraints of our capital budget. However, any loss
        caused by uninsured risks would adversely affect our operations and financial
        condition.

        

        
                
        Our properties are located in Mexico and are subject to changes in political
        conditions and regulations in that country. Our existing properties are located in
        Mexico. In the past, Mexico has been subject to political instability, changes and
        uncertainties which may cause changes to existing government regulations affecting mineral
        exploration and mining activities. Civil or political unrest could disrupt our operations
        at any time. Our mineral exploration and mining activities in Mexico may be adversely
        affected in varying degrees by changing governmental regulations relating to the mining
        industry or shifts in political conditions that increase the costs related to our
        activities or maintaining our properties.

        

        
                
        Our primary production target is subject to a lease in favor of a third party which
        provides for royalties on production. We lease our El Aguila property from a
        third party. Our lease for the El Aguila project is subject to a net smelter return
        royalty of 4% where production is sold in the form of gold/silver doreì and 5% where
        production is sold in concentrate form. The requirement to pay royalties to the owner of
        the lease at our El Aguila property will reduce our profitability if we commence
        commercial production of gold or other precious metals.

        

        
                
        The volatility of the price of gold could adversely affect our future operations, and
        if warranted, our ability to develop our properties. The commercial feasibility of
        our properties and our ability to raise funding to conduct continued exploration and
        development is dependent on the price of gold and other precious metals. The price of gold
        may also have a significant influence on the market price of our common stock and the value
        of our properties. Our decision to put a mine into production and to commit the funds
        necessary for that purpose must be made long before the first revenue from production would
        be received. A decrease in the price of gold may prevent our property from being
        economically mined or result in the write-off of assets whose value is impaired as a result
        of lower gold prices. The price of gold is affected by numerous factors beyond our control,
        including inflation, fluctuation of the United States Dollar and foreign currencies, global
        and regional demand, the sale of gold by central banks, and the political and economic
        conditions of major gold producing countries throughout the world. During the last five
        years, the average annual market price of gold has fluctuated between $310 per ounce and
        $604 per ounce, as shown in the table below.

        

        14

        
        


        
        


        	
                	
                	
                	
                	
                
	
                2002

                $310 	
                2003

                $364 	
                2004

                $406 	
                2005

                $445 	
                2006

                $604 


        

        

        
                The
        volatility of mineral prices represents a substantial risk, which no amount of planning or
        technical expertise can eliminate.

        

        
                
        An adequate supply of water may not be available to complete desired development of
        our property. Once we begin putting our property into production, we will require
        additional amounts of water for our operations. We would be required to pump water from the
        Totolapan River to any facility we may construct on our property. Water rights are owned by
        the Mexican nation and are administered by a Mexican government agency. This agency has
        granted water concessions to private parties throughout the area defined as the Oaxaca
        Hydrologic Basin, however there is no assurance that we will be granted such concessions.
        Accordingly, we may not have access to the amount of water needed to operate a mine at the
        property.

        

        
                
        We may face a shortage of qualified personnel to operate our mine. Due to the
        location of our mine in Mexico, together with significant demands in the mining industry,
        it may be difficult for us to find qualified personnel to operate our mine. We expect to
        rely on the assistance of our local consultants, including our general manager, to identify
        and retain necessary personnel. However, there is no assurance that we will be able to
        obtain such personnel on terms favorable to us, or at all.

        

        
                
        Since most of our expenses are paid in Mexican pesos, and we anticipate selling any
        production from our properties in United States dollars, we are subject to adverse changes
        in currency values that will be difficult to prevent. Our operations in the future
        could be affected by changes in the value of the Mexican peso against the United States
        dollar. At the present time, since we have no production, we have no plans or policies to
        utilize forward sales contracts or currency options to minimize this exposure. If and when
        these measures are implemented, there is no assurance they will be cost effective or be
        able to fully offset the effect of any currency fluctuations.

        

        
                
        Our activities in Mexico are subject to significant environmental regulations, which
        could raise the cost of doing business. Mining operations are subject to
        environmental regulation by SEMARNAT, the environmental protection agency of Mexico.
        Regulations require that an environmental impact statement, known in Mexico as a
        Manifiestacion de Impacto Ambiental, be prepared by a third party contractor for
        submission to SEMARNAT. Studies required to support this impact statement include a
        detailed analysis of many subject areas, including soil, water, vegetation, wildlife,
        cultural resources and socio-economic impacts. We may also be required to submit proof of
        local community support for a project to obtain final approval. Significant environmental
        legislation exists in Mexico, including fines and penalties for spills, release of
        emissions into the air, seepage and other environmental damage. Compliance with these
        regulations is also a prerequisite to the issuance of one or more permits that we believe
        are necessary for us to commence mining operations on the project. While we will make every
        reasonable effort to comply with these regulations, there is no assurance that we will be
        successful, that the necessary permits will be issued or that we will not be subject to
        liabilities for environmental remediation.

        

        
                
        The nature of mineral exploration and production activities involves a high degree of
        risk and the possibility of uninsured losses. Our operations are subject to all of
        the operating hazards and risks normally incident to exploring for, developing and
        producing mineral properties, such as, but not limited to:

        

        	 
                	•
                	encountering
                unusual or unexpected formations; 


        

        	 
                	•
                	environmental
                pollution; 


        

        	 
                	•
                	personal
                injury, flooding and landslides; 


        

        	 
                	•
                	variations in
                grades of ore; 


        

        

        15

        
        


        
        

        

        	 
                	•
                	labor disputes;
                and 


        

        	 
                	•
                	decrease in
                reserves, if any, due to a lower gold price. 


        

        

        
                We
        currently have no insurance to guard against any of these risks. All of these factors may
        result in losses in relation to amounts spent which are not recoverable.

        

        
                
        Our ability to obtain dividends or other distributions from our subsidiaries may be
        subject to restrictions imposed by law and foreign currency exchange regulations.
        We conduct, and will conduct in the future, all of our operations through subsidiaries
        organized and domiciled in Mexico. Our ability to obtain dividends or other distributions
        from our subsidiaries may be subject to restrictions on dividends or repatriation of
        earnings under applicable law, monetary transfer restrictions or foreign currency exchange
        regulations in that jurisdiction. Our subsidiaries’ ability to pay dividends or make
        other distributions to us will be subject to them having sufficient funds to do so. If our
        subsidiaries are unable to pay dividends or other distributions, our operations and cash
        flow may be inhibited unless we are able to obtain debt or equity financing on acceptable
        terms.

        

        
                
        In the event of a dispute regarding title to our property or any facet of our
        operations, it will likely be necessary for us to resolve the dispute in Mexico, where we
        would be faced with unfamiliar laws and procedures. The resolution of disputes in
        foreign countries can be costly and time consuming, similar to the situation in the United
        States. However, in a foreign country, we face the additional burden of understanding
        unfamiliar laws and procedures. We may not be entitled to a jury trial, as we might be in
        the United States. Further, to litigate in any foreign country, we would be faced with the
        necessity of hiring lawyers and other professionals who are familiar with the foreign laws.
        For these reasons, we may incur unforeseen losses if we are forced to resolve a dispute in
        Mexico or any other foreign country.

        

        

        

        

        

        

        

        

        

        16