Gold Resource (GORO) Proxy filing summary

Executive summary

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

• Shareholders will receive 1.4476 Goldgroup shares per GRC share, subject to adjustment for a share consolidation prior to closing.

• The merger aims to create a larger precious metals company with enhanced operational scale and exploration potential.

• Management expects increased gold exposure, higher output, and improved cash generation post-merger.

• Forward-looking statements highlight anticipated benefits and risks, with no guarantee of completion.

Voting matters and shareholder proposals

• Shareholders will vote on the Merger Proposal, Merger-Related Compensation Proposal (advisory), and Adjournment Proposal.

• Approval of the Merger Proposal requires a majority of all outstanding shares.

• Board strongly urges shareholders to vote in favor of the merger.

Board of directors and corporate governance

• The board and senior leadership team have reviewed and support the merger, emphasizing long-term shareholder value.

• Directors and executive officers may be considered participants in the proxy solicitation.