Gold Resource (GORO) Proxy filing summary

Executive summary

• Goldgroup Mining Inc. and Gold Resource Corporation entered into an Arrangement Agreement for a reverse triangular merger, with Goldgroup as the acquirer and Gold Resource becoming a wholly owned subsidiary of Goldgroup.

• Each Gold Resource share will be exchanged for 1.4476 Goldgroup shares, subject to a consolidation ratio determined before closing to meet NYSE American listing requirements.

• The combined company will be listed on the NYSE American, with Gold Resource shareholders expected to own about 40% and Goldgroup shareholders about 60% of the combined entity.

• The merger is expected to close in Q3 2026, subject to shareholder and regulatory approvals, including from the TSXV, NYSE American, and the Supreme Court of British Columbia.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) approval of the Arrangement Agreement and Merger, (2) a non-binding advisory vote on merger-related compensation for named executive officers, and (3) approval of any adjournment of the Special Meeting to solicit additional proxies if needed.

• The board unanimously recommends voting FOR all proposals.

• Approval of the Merger Proposal requires a majority of outstanding shares; the other proposals require a majority of votes cast.

Board of directors and corporate governance

• The post-merger board will have five directors: three selected by Goldgroup and two by Gold Resource.

• Anticipated that Gold Resource’s executive officers will become the executive officers of the combined company, though this is not a closing condition.

• Advance notice provisions and standard governance practices are included in the new articles of Goldgroup.