GORO · Gold Resource Corporation

On May 15, 2026, Gold Resource Corporation, Goldgroup Mining Inc., and Goldgroup Merger Sub Inc. executed the First Amendment to their Arrangement Agreement originally dated January 25, 2026. This amendment modifies the share consolidation step critical to the merger transaction, replacing the previously fixed four-to-one ratio with a flexible ratio to be jointly set by Goldgroup and the Company and approved by the TSX Venture Exchange before the effective date. This change directly supports Goldgroup's application to list its shares on the NYSE American following merger closing, addressing listing requirements that the original ratio may not have satisfied. The exchange ratio remains anchored at 1.4476 pre-consolidation Purchaser Shares per Company Share, with automatic post-consolidation adjustment by dividing by the final Consolidation Ratio, ensuring economic terms for Company stockholders are preserved. The merger structure persists unchanged: Goldgroup Merger Sub will merge with and into Gold Resource Corporation under Colorado law, with the Company surviving as a wholly-owned direct subsidiary of Goldgroup. Parties affirm the amendments are necessary for the NYSE American listing and not adverse to shareholders' financial interests. Investors should await the proxy statement for full transaction details, as representations in the agreements allocate risk among parties rather than reflect current facts.