Gold Resource (GORO) Proxy Filing summary

Executive summary

• Entered into a definitive arrangement agreement and plan of merger with Goldgroup Mining Inc., with Goldgroup acquiring all outstanding shares via a reverse triangular merger; closing expected in Q2 2026.

• Stockholders to receive 0.3619 Goldgroup shares per share after a four-for-one consolidation, representing a 39% premium and valuing the equity at approximately $372 million.

• Combined company will have a diversified asset portfolio, including producing and development-stage mines in Mexico and the US, with pro forma revenues expected to be predominantly silver.

• GRC stockholders will own about 40% of the combined entity; the executive management team of GRC is anticipated to become officers of the new company.

• Transaction aims to create a leading, Mexico-focused junior producer with enhanced financial flexibility and market presence.

Voting matters and shareholder proposals

• Transaction subject to approval by stockholders of both companies and the Mexican National Antitrust Commission.

• Proxy statement will be sent to all eligible stockholders for voting on the proposed merger.

Board of directors and corporate governance

• Post-merger board to consist of three directors selected by Goldgroup and two by GRC.

• Boards of both companies unanimously approved the transaction.