Goldgroup to acquire Gold Resource in US$372 million deal

Goldgroup Mining Inc. [GGA-TSXV, GGAZF-OTC] has struck a definitive deal and plan of merger to acquire all the issued and outstanding shares of Gold Resource Corp. [GORO-NYSE American] (GRC). The combination is expected to create a new Mexican-focused precious metals producer with an emphasis on silver.

Under the agreement, GRCs’ shareholder will receive 1.4476 common shares of Goldgroup for each share of GRC (adjusted to 0.3619 common shares of Goldgroup for each GRC share as a result of a four-for-one share consolidation to be completed by Goldgroup prior to closing).  Based on the closing price of each company on January 23, 2026, the exchange ration represents a value of US$2.25 a share for GRC, reflecting a 39% premium on Gold Resources’ closing price on January 23. The transaction values GRC’s common stock at approximately US$372 on a fully-diluted basis and based on the value of Goldgroup shares on January 23.

The combined company’s assets will include GRC’s producing Don David Gold Mine in Oaxaca, Mexico and advanced-stage Back Forty Project in Michigan, U.S.A., and Goldgroup’s Cerro Prieto Mine and recently acquired San Francisco Mine, a past producer with restart potential. Both the Cerro Prieto and San Francisco mines are located in
Sonora State, Mexico. Pro forma revenues are expected to be predominantly silver, driven by production from the Don David Gold Mine, benefiting from a strong silver price momentum.

The transaction has been unanimously approved by the boards of directors of Goldgroup and GRC.  It will occur by way of a reverse triangular merger in which GRC will merge with a unit of Goldgroup under Colorado law and a plan of arrangement under the Business Corporations Act (British Columbia), with GRC surviving as a unit of Goldgroup. Upon completion of the transaction, GRC shareholders are expected to own approximately 40% of the combined company Goldgroup’s shareholders holding the remaining 60%.

“The pending acquisition of Gold Resource Corp represents the next major step on Goldgroup’s growth strategy and operational transformation,’’ said Goldgroup CEO Ralph Shearing. “Don David is a high-quality producing gold-silver mine, and the transaction meaningfully increases our scale, diversification and cash-flow profile while also providing a clear pathway to a NYSE American listing.’’

Goldgroup shares eased 1.4% $0.03 to $2.10 on Monday. The shares trade in a 52-week range of $2.16 and 17 cents.

Goldgroup recently said its focus will be the continued development and optimization of our flagship Cerro Prieto heap-leach gold mine and advancing towards a restart of gold production at the San Francisco gold mine. Both assets are located within 44 kilometres in a straight line from each other.