Business
Goldgroup Announces Nominees to Board in Connection with Proposed Business Combination with Gold Resource Corporation and Amends Arrangement Agreement
Vancouver, British Columbia--(Newsfile Corp. - May 15, 2026) - Goldgroup Mining Inc. (TSXV: ...
About this update from Goldgroup Mining Inc.
[{"type":"text","content":"Goldgroup Announces Nominees to Board in Connection with Proposed Business Combination with Gold Resource Corporation and Amends Arrangement AgreementVancouver, British Columbia--(Newsfile Corp. - May 15, 2026) - Goldgroup Mining Inc. (TSXV: GGA) (OTCQX: GGAZF) (\"Goldgroup\" or the \"Company\") announces, further to its news release dated January 26, 2026, the Company has entered into an amendment (the \"Amendment\") with Gold Resource Corporation (\"GRC\") and Goldgroup Merger Sub Inc., a Colorado corporation and direct subsidiary of Goldgroup (\"Purchaser Sub\") to the previously announced Arrangement Agreement and Plan of Merger dated January 25, 2026 (the \"Arrangement Agreement\") by and among the parties, whereby Goldgroup has agreed to acquire all of the issued and outstanding shares of GRC's common stock (the \"Transaction\").The AmendmentThe Arrangement Agreement provides that, among other things and subject to the terms and conditions of the Arrangement Agreement, the proposed Transaction will occur by way of a reverse triangular merger in which GRC will merge with a wholly owned subsidiary of Goldgroup under Colorado law (the \"Merger\") and a plan of arrangement under the Business Corporations Act (British Columbia) (the \"Arrangement\"), with GRC surviving as a wholly owned subsidiary of Goldgroup. Upon completion of the Transaction, GRC stockholders are expected to own approximately 40% of the combined company on a fully-diluted in-the-money basis with Goldgroup's current shareholders holding the remaining approximately 60% interest.The Arrangement Agreement originally contemplated that, immediately prior to the effective time of the Merger, Goldgroup would consolidate all of its issued and outstanding common shares without par value (each whole share, a \"Goldgroup Share\") at a ratio of one post-consolidation Goldgroup Share for every four pre-consolidation Goldgroup Shares. Pursuant to the Amendment, the parties have agreed to replace the four-to-one consolidation ratio with a consolidation ratio to be determined jointly by Goldgroup and GRC, and approved by the TSX Venture Exchange (the \"TSXV\") prior to the effective date of the Merger. The Arrangement Agreement provides, among other things, that Goldgroup will apply to list the Goldgroup Shares on the NYSE American (the \"NYSE American Listing\"),...