Gold Resource (GORO) Proxy filing summary

Executive summary

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

• Merger aims to combine two precious metals companies, expanding production and exploration potential.

• Shareholders will receive 1.4476 Goldgroup shares for each GORO share, subject to adjustment for a share consolidation.

• Combined entity will operate three mining assets: Don David, San Francisco, and Cerro Prieto.

• Ongoing equity ownership in the merged company offers continued upside for shareholders.

Voting matters and shareholder proposals

• Shareholders are asked to vote on the merger proposal, merger-related compensation, and adjournment.

• Board unanimously recommends voting "FOR" all proposals.

• Approval requires a majority of all outstanding shares; non-voting is counted as a vote against.

• Proxy solicitor Laurel Hill Advisory Group is available to assist shareholders with voting.

Board of directors and corporate governance

• Board of Directors unanimously supports the merger and related proposals.

• CEO Allen Palmiere highlights successful turnaround at Don David Gold Mine and future growth prospects.