Gold Resource (GORO) Proxy filing summary

Executive summary

• Entered into an Arrangement Agreement and Plan of Merger with Goldgroup Mining Inc. and its subsidiary, with the company to become a wholly owned subsidiary of Goldgroup upon completion of the merger.

• Multiple shareholder lawsuits have been threatened regarding the completeness and accuracy of proxy disclosures; supplemental disclosures were made voluntarily to address these concerns.

• Projections and financial information were provided to Goldgroup and the board for due diligence and fairness opinion purposes, but are not intended as guidance or to influence shareholder voting.

• Projections are forward-looking, subject to significant uncertainties, and not updated to reflect current management views.

Voting matters and shareholder proposals

• Shareholders are entitled to one vote per share, with approximately 163,392,909 shares outstanding as of the record date.

• A special meeting will be held for shareholders to consider and vote on the adoption of the Arrangement Agreement.

• Proxy materials were mailed to shareholders and are available online; shareholders are urged to review all materials before voting.

Board of directors and corporate governance

• The board and certain executive officers are participants in the proxy solicitation for the merger.

• Information on directors’ and officers’ interests is included in the proxy statement and updated via SEC filings as needed.