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                            November 13, 2020

       Jason Reid
       President
       Fortitude Gold Corporation
       2886 Carriage Manor Point
       Colorado Springs, CO 80906

                                                        Re: Fortitude Gold
Corporation
                                                            Registration
Statement on Form S-1
                                                            Filed October 19,
2020
                                                            File No. 333-249533

       Dear Mr. Reid:

              We have reviewed your registration statement 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 this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.

       Registration Statement on Form S-1 filed October 19, 2020

       Cover Page

   1.                                                   We note your disclosure
on the cover page that you anticipate that your common stock
                                                        "will trade on the OTC
Market Group platform shortly after the Spin-Off." Please revise
                                                        to disclose the
principal United States market, if any, where the registrant, through the
                                                        engagement of a
registered broker-dealer, has actively sought and achieved quotation.
                                                        See Item 501(b)(4) of
Regulation S-K. In that regard, we note your disclosure on page 36
                                                        that you will attempt
to have one or more brokers agree to serve as market-makers and
                                                        quote your shares on
the over-the-counter market maintained by the OTC Market Group,
                                                        and that you have no
present agreement, arrangement or understanding with any broker to
                                                        serve as a market-maker
for your common shares.
 Jason Reid
FirstName  LastNameJason
Fortitude Gold Corporation Reid
Comapany 13,
November   NameFortitude
               2020       Gold Corporation
November
Page  2    13, 2020 Page 2
FirstName LastName
EX-99.2, page 1

2.       We note disclosures in the technical report at Exhibit 99.2 indicating
that you are early
         adopting Items 1300 to 1305 of Regulation SK. For example, on pages 10
and 93, the
         report states that "WLMC has decided to adopt the new rules and will
disclose mineral
         resources in this report," and on page 116, the report states that
your mineral reserve
         estimates "were prepared according to the amendments being adopted by
the SEC to
         modernize the property disclosure requirements for mining
registrants...." However, the
         mineral property related disclosures in your filing and the technical
report do not reflect
         all of the content required by the new rules.

         For example, it appears that you have not adhered to the following
guidance among the
         new rules in Regulation S-K.

                Item 1302(b)(4)(i) requires that you obtain and file written
consents from the
              qualified persons who prepared the technical report;
                Item 1304(d)(1) requires disclosure of various details for each
class of resources
              identified in the technical report;
                Item 1304(d)(2) requires disclosure of resources to be
exclusive of reserves (footnote
              5 to the tabulation on page 111 of your technical report
indicates that your estimates
              include reserves);
                Item 1304(e) requires disclosure of a comparison of mineral
resources and reserves as
              of the end of the most recent fiscal year with those of the
preceding fiscal year, along
              with various details and explanations about changes in the
estimates;
                Item 1304(f) requires disclosure of the material assumptions
and criteria utilized in
              estimating your reserves and resources, along with references to
the corresponding
              sections of the technical report summary;
                Item 1305 requires disclosure about the internal controls
pertaining to mineral
              resource and reserve estimation.

         In addition to the foregoing, please note that Item 601(b)(96) of
Regulation S-K describes
         the content of the technical report summary required as an exhibit to
comply with Item
         1302(b)(2)(i) of the new rules. The guidance in Item
601(b)(96)(iii)(B)(11)(ii) requires
         estimates of resources in the technical report summary to be exclusive
of reserves, similar
         to Item 1304(d)(2) as referenced above, while Item
601(b)(96)(iii)(B)(18) and (19) require
         that you include estimates of capital and operating costs, and details
underlying the
         economic analyses performed in estimating reserves and resources, such
as the key
         assumptions, parameters, and methods used to demonstrate economic
viability.

         Review and revise your filing and the technical report as necessary to
comply with Items
         1300 to 1305 of Regulation S-K.
3.       We note that Appendix A to the technical report at Exhibit 99.2
includes four Certificates
         of Qualified Persons, which identify various sections of the report
for which they are
 Jason Reid
FirstName  LastNameJason
Fortitude Gold Corporation Reid
Comapany 13,
November   NameFortitude
               2020       Gold Corporation
November
Page  3    13, 2020 Page 3
FirstName LastName
         responsible. However, the qualified persons do not appear to be
identified as fully
         responsible, either individually or collectively, for the information
in sections 10, 13, 16,
         17 and 18 of the technical report, which pertain to drilling, mineral
processing and
         metallurgical testing, mining methods, recovery methods, and mine
infrastructure.

         Please refer to Items 1302(b)(6) and 1302(f) of Regulation S-K for
guidance pertaining to
         the nature of material provided by a third-party specialist or by the
company which a
         Qualified Person may rely upon, and how that information should be
presented in the
         technical report.

         Given the nature of the material in the sections referenced above, it
appears that a
         Qualified Person should be identified as responsible for those
sections to comply with
         Item 1302(b)(1)(i) of Regulation S-K. While we see that responsibility
for some of this
         material is attributed to Mr. Irvine in Section 2.2 of the report, he
is not identified as a
         Qualified Person in the technical report.
4.       We note the language in Section 2.4, indicating that while the
information and technical
         documents listed in Section 25 of the technical report were assumed to
be accurate and
         complete and were carefully reviewed, WLMC is not providing any
guarantee, i.e. no
         assurance about its accuracy and completeness.

         We also note that the materials listed in Section 25 include the 2018
technical report for
         the mine prepared by the same Qualified Persons who have prepared the
current technical
         report. Please refer to Item 1302(b)(6)(ii) for guidance prohibiting a
Qualified Person
         from disclaiming responsibility "for any information or documentation
prepared by a
         third-party specialist upon which the qualified person has relied, or
any part of the
         technical report summary based upon or related to that information and
documentation."
         Please also refer to Item 1302(f)(2) of Regulation S-K for the
requirement to provide
         a section for    Reliance on Information Provided by the Registrant
in the technical report.

         Explain to us why you believe the language in Section 2.4 is
consistent with the
         prohibition against disclaiming responsibility contained in Item
1302(b)(6)(ii) of
         Regulation S-K.
Prospectus Summary, page 2

5.       Please revise your Prospectus Summary section to provide a brief
overview of the key
         aspects of the offering. See Item 503 of Regulation S-K.
Risk Factors
Risks Relating to Our Spin-Off, page 13

6.       We note your disclosure that you have have not requested and do not
intend to request a
         ruling from the Internal Revenue Service or an opinion of tax counsel
that the distribution
         will qualify as a tax-free spin-off under the U.S. tax laws. Please
include this information
         in your risk factor disclosure on page 13 regarding the tax treatment
of the spin-off.
 Jason Reid
Fortitude Gold Corporation
November 13, 2020
Page 4
7.       Please provide risk factor disclosure regarding any material risks
related to the separation
         agreement. For example, please discuss indemnification obligations of
the registrant for
         tax matters and restricted actions described in Section 9.12 of the
separation agreement, if
         material.
Our Business, page 20

8.       We note your disclosure on page 26 attributing responsibility for the
preparation of your
         reserve estimates to two employees of Gold Resource Corporation,
although four
         individuals are identified as qualified persons in Section 2.2 and
Appendix A of the
         Technical Report at Exhibit 99.2.

       Please obtain and file as exhibits the written consents from each expert
whose name is
       cited, and/or whose work is incorporated into your document, to comply
with Item
       601(b)(23) of Regulation S-K. These consents should concur with the
summary of the
FirstName LastNameJason Reid
       information being disclosed, and agree to being named as an expert in
your registration
Comapany    NameFortitude Gold Corporation
       statement.
November 13, 2020 Page 4
FirstName LastName
 Jason Reid
FirstName  LastNameJason
Fortitude Gold Corporation Reid
Comapany 13,
November   NameFortitude
               2020       Gold Corporation
November
Page  5    13, 2020 Page 5
FirstName LastName
Management, page 29

9.       We note your disclosure that Bill Conrad was appointed Chairman of the
Board of the
         registrant, and that he also serves on the Board of Directors of Gold
Resources
         Corporation. Please discuss any potential conflicts of interest, if
material.
Executive Compensation, page 30

10.      Please describe any standard compensation arrangements for directors.
Relationship with Gold Resource Corporation After the Spin-Off, page 37

11.      Please revise to describe all material terms of the separation
agreement. For example,
         please disclose the assets to be transferred to the registrant, the
liabilities to be assumed by
         the registrant, indemnification obligations, and tax matters. In
addition, please disclose
         the services to be provided under the management services agreement,
and provisions
         related to the term and termination of the agreement.
Description of Securities, page 38

12.      We note your disclosure at page 38 with respect to your Shareholder
Rights Agreement.
         Please revise your risk factor section to include a corresponding risk
factor. In addition,
         revise your fee table to register the rights as a separate security,
and file a legality opinion
         that addresses the legality of the rights. For guidance, refer to
Section II.B.1.g of Staff
         Legal Bulletin 19.
13.      We note that your forum selection provision in your bylaws identifies
the U.S. District
         Court for the District of Colorado as the exclusive forum for any
shareholder claim
         against the Corporation, or any officer or director of the
Corporation, including any
         derivative claim or claim purportedly filed on behalf of the
Corporation. Please disclose
         such provision in your prospectus, and disclose whether this provision
applies to actions
         arising under the Securities Act or Exchange Act. If so, please add
related risk factor
         disclosure and also state that there is uncertainty as to whether a
court would enforce such
         provision. In that regard, we note that Section 22 of the Securities
Act creates concurrent
         jurisdiction for federal and state courts over all suits brought to
enforce any duty or
         liability created by the Securities Act or the rules and regulations
thereunder. If this
         provision does not apply to actions arising under the Securities Act
or Exchange Act,
         please also ensure that the exclusive forum provision in the bylaws
states this clearly, or
         tell us how you will inform investors in future filings that the
provision does not apply to
         any actions arising under the Securities Act or Exchange Act.
14.      Please address how your exclusive forum provision applies to state law
claims since the
         U.S. district court may not have jurisdiction. In addition, please
revise to state that there
         is uncertainty as to whether a court would enforce such provision.
 Jason Reid
FirstName  LastNameJason
Fortitude Gold Corporation Reid
Comapany 13,
November   NameFortitude
               2020       Gold Corporation
November
Page  6    13, 2020 Page 6
FirstName LastName
15.      We note that your bylaws include a fee-shifting provision in Article
X. Please disclose
         the scope of such provision in your prospectus, including:

                the types of actions subject to fee-shifting, including whether
the registrant intends to
              apply the provision to claims under the federal securities laws,
including any claims
              relating to the current offering;
                the level of recovery required by the plaintiff to avoid
payment; and
                who is subject to the provision and who would be allowed to
recover.

         In addition, please include risk factor disclosure that the provision
could discourage
         shareholder lawsuits that might otherwise benefit the company and its
shareholders.
Financial Statements, page F-1

16.      We note your disclosure indicating that you have not included your
financial statements in
         the filing because you have not had any operations or material
transactions since
         inception, although we understand that GRC Nevada Inc. was transferred
to you on
         August 18, 2020. Please provide audited financial statements of
Fortitude Gold
         Corporation to comply with Rule 8-02 of Regulation S-X. Given your
historic reporting
         for GRC Nevada Inc., and the updating requirements in Rule 8-08 of
Regulation S-X, it
         appears that you would provide financial statements through September
30, 2020, which
         would reflect your consolidation of GRC Nevada Inc.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff. Refer to Rules 460 and 461 regarding requests for
acceleration. Please allow
adequate time for us to review any amendment prior to the requested effective
date of the
registration statement.

        You may contact Jenifer Gallagher, Staff Accountant, at (202) 551-3706
or Karl Hiller,
Accounting Branch Chief, at (202) 551-3686 if you have questions regarding
comments on the
financial statements and related matters. For questions regarding engineering
comments, you
may contact John Coleman, Mining Engineer, at (202) 551-3610. Please contact
Liz Packebusch,
Staff Attorney, at (202) 551-8749 or Laura Nicholson, Special Counsel, at (202)
551-3584 with
any other questions.



                                                                Sincerely,

                                                                Division of
Corporation Finance
                                                                Office of
Energy & Transportation
cc:      William T. Hart