GOLD RESOURCE CORP

Gold Resource Corp. announced supplemental disclosures related to its definitive proxy statement for the previously announced merger with Goldgroup Mining Inc. The company is making these voluntary disclosures in response to threatened lawsuits from purported shareholders challenging the completeness and accuracy of the proxy statement, aiming to avoid the burden and expense of litigation without admitting any liability or wrongdoing. The updates include revised share counts, clarifications on certain agreement provisions, and additional details regarding financial projections used in the merger analysis.

Gold Resource Corporation and Goldgroup Mining Inc. entered into an amendment to their previously announced Arrangement Agreement and Plan of Merger. The amendment changes the share consolidation ratio for Goldgroup shares from a fixed 4-to-1 to a ratio that will be jointly determined by both companies and approved by the TSX Venture Exchange prior to the merger's effective date. This adjustment is being made to facilitate Goldgroup's listing on the NYSE American following the merger, where Gold Resource Corporation will become a wholly-owned subsidiary of Goldgroup.

Gold Resource Corporation reported Q1 2026 net income of $4.7 million, or $0.03 per share, marking a return to positive net income. The company produced and sold 8,749 gold equivalent ounces from its Don David Gold Mine, with significant year-over-year increases in gold and silver production. Additionally, the proposed merger with Goldgroup Mining Inc. received unconditional approval from the Mexican National Antitrust Commission and is anticipated to close in the third quarter of 2026.

Gold Resource Corporation announced a definitive merger agreement with Goldgroup Mining Inc., where Goldgroup will acquire all outstanding shares. The transaction, expected to close in Q3 2026, will see GORO stockholders receive 0.3619 Goldgroup shares per GORO share after a share consolidation. For Q1 2026, the company reported a net income of $4.7 million, or $0.03 per share, a significant improvement from a net loss in the prior year, driven by increased production and higher metal prices. However, the company faces a potential default risk on its Osisko Stream Agreements due to permitting timelines and is disputing a $18.3 million tax sanction from the Mexican Tax Administration Services.

Gold Resource Corporation filed an Amendment No. 1 to its Annual Report on Form 10-K for the fiscal year ended December 31, 2025, to include previously omitted Part III information covering corporate governance and executive compensation. This amendment was required because the company will not file a definitive proxy statement within 120 days of its fiscal year-end. The filing also disclosed multiple late Section 16(a) reports for directors and executive officers related to deferred share units, performance share units, and restricted stock units, as well as initial ownership filings. It detailed the 2025 executive compensation, including base salaries and STIP awards, which were paid out at 88% of target.

Gold Resource Corporation filed Amendment No. 1 to its 2025 Annual Report on Form 10-K to include previously omitted Part III information, detailing corporate governance and executive compensation. The amendment outlines the board and committee structure, director and executive officer biographies, and the company's compensation philosophy. It also provides 2025 executive base salaries, short-term incentive plan (STIP) targets, and actual payouts, with an overall STIP payout of 88% of target based on mixed performance against operational and financial goals.