Goldgroup shareholder Sprott to support proposed merger

Executive Summary

• Eric Sprott, through his company 2176423 Ontario Ltd., has entered into a voting and support agreement with Gold Resource Corp. (GRC) to support Goldgroup Mining Inc.'s proposed acquisition of GRC.
• The agreement ensures that Sprott’s holdings (representing ~10.3% of outstanding shares) will be voted in favor of the transaction.
• The transaction involves a specific exchange ratio and share consolidation structure for GRC shareholders.

Key Details

• Transaction Structure: Goldgroup Mining Inc. is acquiring all shares of Gold Resource Corp. (GRC) via an arrangement agreement and plan of merger.
• Exchange Ratio: GRC stockholders will receive 1.4476 common shares of Goldgroup for each share of GRC common stock.
• Share Consolidation: The exchange ratio is adjusted to 0.3619 common shares of Goldgroup for each share of GRC common stock, due to a 1:4 share consolidation to be completed by Goldgroup prior to closing.
• Voting Agreement: 2176423 Ontario Ltd. has agreed to vote all its Goldgroup securities (with voting rights) in favor of the proposed transaction at any securityholder meeting.
• Sprott Holdings: Mr. Sprott holds 30,129,500 Goldgroup common shares and 15,852,250 share purchase warrants.
• Ownership Percentage: These holdings represent approximately 10.3% of outstanding shares on a non-diluted basis and 14.9% on a partially diluted basis (assuming exercise of warrants).
• Future Intent: Mr. Sprott holds securities for investment and to support the transaction; he may acquire additional securities or sell existing ones depending on market conditions.

Notable Quotes

• "Mr. Sprott holds the Goldgroup securities for investment purposes and to support the proposed transaction and, depending on market or other conditions, may acquire additional securities of Goldgroup."