Goldgroup Announces Business Combination with Gold Resource Corporation to Create a New, Mexican-Focused Precious Metals Producer

Executive Summary

• Goldgroup Mining Inc. entered into a definitive arrangement agreement to acquire all outstanding shares of Gold Resource Corporation (GORO) in a reverse‑triangular merger valued at approximately US $372 million, representing a 39% premium to GRC’s closing price.
• The transaction will be funded by an exchange of Goldgroup common shares (1.4476 GGA per GORO share, adjusted to 0.3619 after a four‑for‑one consolidation) and is expected to close in Q2 2026 pending shareholder, court, TSX‑V, and Mexican antitrust approvals.
• Post‑closing, GRC shareholders will own ~40% of the combined company, which will become a larger, Mexico‑focused junior precious‑metals producer with diversified assets including the producing Don David Gold Mine (Mexico) and Back Forty Project (USA).

Key Details

• Exchange Ratio: 1.4476 Goldgroup shares per GRC share (adjusted to 0.3619 after consolidation).
• Transaction Value: Approx. US $372 million on a fully‑diluted in‑the‑money basis; US $2.25 per GRC share (39% premium).
• Structure: Reverse triangular merger – GRC merges into a wholly owned Goldgroup subsidiary under Colorado law; GRC survives as a wholly owned Goldgroup subsidiary under BC Business Corporations Act arrangement.
• Ownership Post‑Merger: GRC shareholders ~40%; existing Goldgroup shareholders ~60% (fully‑diluted).
• Closing Timeline: Expected Q2 2026, subject to:
• Shareholder approvals of both companies
• Supreme Court of British Columbia approval of the arrangement
• TSX Venture Exchange approval for Goldgroup
• Mexican National Antitrust Commission (CNAM) clearance
• Board Composition After Closing: Goldgroup board to consist of three directors appointed by Goldgroup and two appointed by GRC.
• Management Integration: Executive team of GRC will become officers of the combined company.
• Asset Portfolio Post‑Transaction:
• Goldgroup assets: Cerro Prieto heap‑leach gold mine (Sonora, MX) and newly acquired San Francisco Mine (Sonora, MX).
• GRC assets: Producing Don David Gold Mine (Oaxaca, MX) and advanced‑stage Back Forty Project (Michigan, USA).
• Strategic Benefits Highlighted:
• Diversified multi‑mine portfolio reducing single‑asset risk.
• Enhanced cash generation and financial flexibility.
• Stronger balance sheet and ability to fund growth/exploration.
• Increased market presence with a focus on Mexico’s precious‑metals sector, positioning the combined entity for potential NYSE American listing.
• Fairness Opinion: Special Committee of independent directors received a fairness opinion from Fort Capital Partners confirming financial fairness to Goldgroup shareholders.
• Supporting Shareholder Commitment: Approximately 24.3% of Goldgroup’s outstanding common shares (20.5% fully diluted) pledged support for the transaction.

Notable Quotes

“The pending acquisition of Gold Resource Corporation represents the next major step in Goldgroup's growth strategy and overall transformation… The transaction meaningfully increases our scale, diversification and cash‑flow profile while also providing a clear pathway to a NYSE American listing.” – Ralph Shearing, CEO, Goldgroup Mining Inc.

All forward‑looking statements are subject to risks and uncertainties detailed in the release.