Gold Resource (GORO) Proxy filing summary

Executive summary

• Goldgroup Mining Inc. and Gold Resource Corporation entered into a definitive Arrangement Agreement and Plan of Merger, under which Goldgroup will acquire all outstanding shares of Gold Resource via a reverse triangular merger, making Gold Resource a wholly owned subsidiary of Goldgroup.

• The transaction will be completed by way of a court-approved plan of arrangement under British Columbia law and a merger under Colorado law, with Gold Resource shareholders receiving 1.4476 Goldgroup shares per Gold Resource share, subject to a consolidation ratio to meet NYSE American listing requirements.

• Upon completion, Gold Resource shareholders will own approximately 40% of the combined company, and Goldgroup shareholders will own about 60% on a fully diluted basis.

• The boards of both companies have unanimously approved the merger, and a fairness opinion from ATB Cormark Capital Markets concluded the consideration is fair from a financial point of view.

• The merger is expected to close in Q3 2026, subject to shareholder, court, 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.

• Approval of the merger proposal requires a majority of outstanding shares; the compensation and adjournment proposals require a majority of votes cast.

• The board recommends voting FOR all proposals.

Board of directors and corporate governance

• The combined company’s board will have five directors: three selected by Goldgroup and two by Gold Resource.

• Anticipated management includes current Gold Resource executive officers, but this is not a closing condition.

• Both companies’ boards have adopted resolutions recommending the transaction and have agreed to non-solicitation covenants with exceptions for superior proposals.