Gold Resource (GORO) Proxy Filing summary

Executive summary

• Gold Resource Corporation entered into a definitive Arrangement Agreement and Plan of Merger with Goldgroup Mining Inc. and its subsidiary, under which Goldgroup will acquire all outstanding shares of Gold Resource Corporation via a reverse triangular merger, making it a wholly owned subsidiary of Goldgroup.

• Each outstanding share of Gold Resource Corporation will be exchanged for 0.3619 post-consolidation Goldgroup shares, following a 4-for-1 consolidation by Goldgroup prior to closing.

• The boards of both companies unanimously determined the transaction is fair and in the best interests of their respective shareholders, supported by fairness opinions from their financial advisors.

• The merger is intended to qualify as a tax-deferred reorganization under U.S. tax law and to be exempt from U.S. securities registration requirements under Section 3(a)(10) of the Securities Act.

Voting matters and shareholder proposals

• The merger is subject to approval by both Goldgroup and Gold Resource Corporation shareholders at special meetings, as well as court and regulatory approvals.

• Directors and officers of Gold Resource Corporation have entered into Voting and Support Agreements to vote their shares in favor of the merger and not to solicit or support alternative proposals.

• The agreement includes provisions for non-solicitation and procedures for responding to superior proposals, with defined response periods and matching rights.

Board of directors and corporate governance

• Upon closing, the board of the combined company will consist of five directors, two of whom will be designated by Gold Resource Corporation, with at least one being independent under TSXV and NYSE American rules.

• The management team of the combined entity will be determined prior to closing in consultation between the companies.