Gold Resource (GORO) Proxy filing summary

Executive summary

• An amendment to the Arrangement Agreement and Plan of Merger was executed on May 15, 2026, between Goldgroup Mining Inc., Goldgroup Merger Sub Inc., and Gold Resource Corporation, modifying the share consolidation ratio to be determined jointly before the merger's effective date.

• The merger will result in Gold Resource Corporation becoming a wholly owned subsidiary of Goldgroup, with Goldgroup applying to list its shares on the NYSE American post-merger, subject to regulatory approvals.

• The exchange ratio for the merger is set at 1.4476 Goldgroup shares per Gold Resource share, automatically adjusted by the final consolidation ratio.

• The transaction is structured to rely on exemptions from U.S. and Canadian securities registration requirements.

Voting matters and shareholder proposals

• Shareholders of both companies will vote on the merger and related arrangements, with the final consolidation ratio and exchange ratio subject to approval.

• Dissent rights are available to shareholders who object to the arrangement, allowing them to seek fair value for their shares.

Board of directors and corporate governance

• Upon completion of the merger, the directors and officers of Goldgroup Merger Sub will become the directors and officers of the surviving corporation.

• The amended articles of incorporation authorize the board to amend or repeal bylaws and provide for director indemnification and liability limitations.