Gold Resource Enters Merger Agreement with Goldgroup

Gold Resource (GORO) has entered into a definitive arrangement agreement and plan of merger with Goldgroup Mining (GGAZF), whereby Goldgroup has agreed to acquire all of the issued and outstanding shares of the company's common stock. The company's stockholders will receive 1.4476 common shares of Goldgroup for each share of the company's common stock - adjusted to 0.3619 common shares of Goldgroup for each share of the company's common stock as a result of a four-for-one share consolidation to be completed by Goldgroup prior to closing -. The exchange ratio represents a value of $2.25 per share of the company's common stock, reflecting a 39% premium to the company's closing price on January 23. The transaction values the company's common stock at approximately $372M on a fully-diluted in-the-money basis and based on the value of Goldgroup shares on January 23. The proposed transaction will occur by way of a reverse triangular merger in which the company will merge with a wholly owned subsidiary of Goldgroup, with the Company surviving as a wholly owned subsidiary of Goldgroup. Upon completion of the transaction, GRC stockholders are expected to own approximately 40% of the combined company on a fully-diluted in-the-money basis. The transaction is expected to close in Q2 2026, subject to customary closing conditions including approval by the stockholders of the company and Goldgroup and approval by the Mexican National Antitrust Commission. Upon closing, the board of directors of Goldgroup will be comprised of three directors selected by Goldgroup and two directors selected by the company. The parties anticipate that the executive management team of the company will become the officers of the combined company.