Gold Resource Corp

1. 1

   The Merger Proposal

   ManagementBoard: FOR

   Approve the Arrangement Agreement and Plan of Merger dated January 25, 2026, pursuant to which Merger Sub will merge with and into the Company and the Company will survive as a wholly owned subsidiary of Goldgroup.

   More detail

   This proposal asks shareholders to approve the Arrangement Agreement and Plan of Merger that will cause Merger Sub to merge with and into the Company, leaving the Company as a wholly owned subsidiary of Goldgroup. Management is seeking shareholder approval because adoption by holders of a majority of outstanding Company Shares is a contractual closing condition under the Arrangement Agreement; without shareholder approval, the Merger cannot close. The Company Board has unanimously recommended the Merger, supported by a fairness opinion from ATB Cormark that concluded the Merger consideration is fair from a financial point of view as of its opinion date. Management and the board emphasize strategic rationales: diversification of assets, potential for stronger cash generation and a stronger balance sheet for the combined company, and expected enhanced financial flexibility to fund growth and exploration. The proxy discloses the expected ownership split upon closing (approximately 40% to current Company shareholders and approximately 60% to current Goldgroup shareholders on a fully diluted in‑the‑money basis) and treatment of equity awards—most Company awards to be assumed or adjusted by the exchange ratio—matters that bear on shareholder value and future governance. The vote mechanics are material: approval requires a majority of outstanding shares, abstentions and broker non‑votes will be treated as votes against, and certain Company insiders and directors have entered into voting agreements promising to vote in favor, which reduces execution risk. If shareholders reject the Merger, the Company will remain a standalone public company and the strategic benefits, contemplated synergies, and other transaction benefits would not be realized; the Arrangement Agreement also contains standard termination, fiduciary out and superior proposal handling provisions. Given the transaction structure, regulatory and court approvals (including Canadian process under the BCBCA) and other closing conditions must still be satisfied for closing to occur even after shareholder approval. Overall, the board frames the Merger as value‑creating and advisable, but shareholders should weigh the fairness opinion, disclosure about related‑party interests and potential change‑of‑control effects on management and awards when evaluating the merits.

2. 2

   The Merger-Related Compensation Proposal

   ManagementBoard: FOR

   Non-binding, advisory vote to approve the compensation that may be paid or become payable to the Company’s named executive officers that is based on or otherwise relates to the Merger, as disclosed in the proxy statement.

   More detail

   This non‑binding advisory proposal asks shareholders to endorse the merger‑related compensation arrangements disclosed in the proxy statement for the Company’s named executive officers (NEOs) under Item 402(t) of Regulation S‑K. Management is putting this to a vote to comply with Dodd‑Frank/Exchange Act rules and to allow shareholders to express approval or disapproval of payments that may become payable on account of the Merger (e.g., change‑of‑control or termination‑related payments). The company makes clear that the advisory vote is not a condition to closing—the merger‑related compensation may be payable if and when the relevant contractual conditions (for example, termination without cause or for good reason) are met, regardless of the advisory vote—and abstentions and broker non‑votes have no effect on the outcome. The proxy disclosure states management does not currently expect the NEOs to be terminated without cause or for the payments to become payable, but notes the acquiror could terminate NEOs and thereby trigger payments. Shareholders evaluating this proposal should weigh the transparency provided by the disclosure (compensation tables and narrative) against concerns about potentially large change‑of‑control payments that could reduce transaction value for continuing shareholders. The board recommends “FOR” to validate disclosed arrangements and to align with customary investor engagement practices, but the advisory nature means the board and acquiror retain discretion in implementing compensation outcomes post‑closing. In practice, a negative advisory vote could increase shareholder and proxy advisor scrutiny and pressure on the combined company’s compensation governance, but would not legally prevent payments described in the disclosure from being made if triggered under the agreements.

3. 3

   Adjournment Proposal

   ManagementBoard: FOR

   Approve a proposal to adjourn the Special Meeting, from time to time, to a later date or dates to solicit additional proxies if there are insufficient votes to approve the Merger Proposal at the Special Meeting.

   More detail

   This procedural proposal asks shareholders to authorize adjournments of the Special Meeting if, at the scheduled meeting time, there are not sufficient votes to approve the Merger Proposal. Management is seeking affirmative approval to preserve the Company’s ability to adjourn and use the additional time to solicit further proxies (including contacting holders who submitted proxies against the proposal) rather than proceeding to a vote that would result in defeat. The proxy statement explains that, while the chair may have authority under the bylaws to adjourn without shareholder approval, the Company seeks explicit shareholder authorization for adjournment for clarity and to ensure broad support for taking that step. Approval requires a majority of votes cast and abstentions and broker non‑votes have no effect on the outcome. If approved, the Company can extend solicitation efforts, which could materially increase the likelihood of achieving the vote threshold required for the Merger—but it also could prolong the process and associated costs, and may be viewed skeptically by some investors who prefer a timely resolution. The Board recommends a vote FOR because adjournment authority is a commonly used governance tool to avoid an immediate defeat when additional outreach could change shareholder support. Shareholders should weigh the benefits of preserving the ability to secure approval against the potential for delay, additional solicitation expense, and any perception that management is attempting to overcome shareholder opposition through extended solicitation rather than addressing governance or valuation concerns.

Upcoming shareholder meetings at Gold Resource Corp’s closest sector peers — compare boards, ballots, and ownership across the cohort.

When is the Gold Resource Corp 2026 special meeting?

Gold Resource Corp (GORO) holds its 2026 special shareholder meeting on Thursday, July 2, 2026.

What is the record date for the Gold Resource Corp 2026 meeting?

The record date for the Gold Resource Corp 2026 meeting is Tuesday, May 26, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Gold Resource Corp's 2026 meeting?

The board is presenting 3 director nominees at the Gold Resource Corp 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Gold Resource Corp 2026 meeting?

Shareholders will vote on 3 proposals at the Gold Resource Corp 2026 meeting, each tagged with who proposed it and the board's recommendation.