Business Combination Summary

Business Combination Summary

January 28, 2026

• Goldgroup's acquisition of all the issued and outstanding shares of common stock

  Transaction

  Structure

  Consideration

  Board Representation

  of Gold Resource.

• Transaction to occur by merger of Gold Resource into a wholly owned subsidiary of Goldgroup under Colorado law and a plan of arrangement under the Business Corporation Act (British Columbia), with Gold Resources surviving as a wholly owned subsidiary of Goldgroup.

• The parties currently anticipate that the executive management team of Gold Resource will become the executive officers of the combined company.

• Merger consideration of 1.4476 Goldgroup common shares in exchange for each share of Gold Resource common stock (adjusted to 0.3619 Goldgroup common shares for each share of Gold Resource common stock after a four-for-one share consolidation that will be completed by Goldgroup prior to closing).

  • Represents a value of US$2.25 per share of Gold Resource common stock, based on the closing price of Goldgroup common stock on January 23, 2026.

  • Upon closing of the transaction, Gold Resource stockholders will own approximately 40% of Goldgroup on a fully-diluted, in-the-money basis.

• Merger consideration represents a premium of approximately 39% to the January 23, 2026, closing price of Gold Resource on the NYSE.

• Pro forma board of directors to be comprised of five members.

• Goldgroup will be entitled to appoint three members, while Gold Resource will be entitled to appoint two members.

• Immediate Significant Premium: Premium of 39% based on the closing price on January 23, 2026.

• Enhanced and Complementary Asset Portfolio: The combined company's assets will include the Company's producing Don David Gold Mine and the PEA-stage Back Forty Project, and Goldgroup's producing Cerro Prieto Mine and recently acquired San Francisco Mine, creating a robust portfolio of producing assets with significant exploration and growth potential.

• Creation of a Multi-Mine Producer: An asset portfolio with multiple mines reduces the reliance on any one mine's operation and could significantly enhance cash generation of the combined company through increased production.

• Creation of a Leading, Mexico-Focused Junior Producer: The combination creates a larger, more diversified mining company with a strong focus on Mexico, one of the leading venues for mineral potential and production, with an extensive history of mining.

• Revitalization of a silver-focused vehicle: Pro forma revenues are expected to be predominantly silver, driven by production at the Don David Gold Mine benefiting from a strong silver price momentum.

• Significant Synergy Potential: Expected operational, general and administrative synergies from combining operations and leveraging shared expertise and infrastructure.

• Strengthened Financial Position: The combined entity is expected to have a stronger balance sheet and increased financial flexibility to fund growth projects and exploration initiatives.

• Increased Market Presence and Shareholder Value: The larger scale and enhanced profile of the combined company are expected to attract a broader institutional investor base and drive long-term value for all shareholders.

For example: 100 Gold Resource shares will convert into 144.76 shares of Goldgroup. Taking into effect the four-for-one conversion of Goldgroup common shares to occur prior to closing, the resulting merger consideration would be 36.19 Goldgroup Shares.