Gold Resource (GORO) Proxy filing summary

Executive summary

• A Special Meeting of Shareholders is scheduled for July 2, 2026, to vote on a proposed merger with Goldgroup Mining Inc.

• The merger aims to combine operations at the Don David Gold Mine with Goldgroup's assets, reducing single-asset dependency and expanding exploration.

• The transaction is positioned as transformative, creating a multi-mine precious metals producer with assets in Mexico and the U.S.

• The Board of Directors unanimously recommends voting in favor of the merger.

Voting matters and shareholder proposals

• Shareholders are asked to vote on the proposed merger with Goldgroup Mining Inc. at the Special Meeting.

• Proxy materials have been mailed to shareholders, and proxy solicitation is being conducted by Laurel Hill Advisory Group.

Board of directors and corporate governance

• The Board has unanimously determined the merger is in the best interests of stockholders.

• Certain directors, executive officers, and employees may be considered participants in the proxy solicitation.