GOLD RESOURCE CORP 8-K

What Happened

• Gold Resource Corporation (GORO) announced on January 26, 2026 that it entered into an Arrangement Agreement and Plan of Merger with Goldgroup Mining Inc. (a British Columbia corporation) and Goldgroup Merger Sub Inc. (a Colorado subsidiary of Goldgroup). The company filed a press release reporting the agreement and attached it to the Form 8-K.

Key Details

• Agreement parties: Gold Resource Corporation, Goldgroup Mining Inc., and Goldgroup Merger Sub Inc.
• Filing date: Form 8-K and press release dated January 26, 2026.
• Securities: Any securities issued in the proposed transaction are expected to be issued relying on exemptions from registration, including Section 3(a)(10) of the Securities Act of 1933.
• Next steps: Gold Resource will file and mail a definitive proxy statement to its stockholders and will solicit shareholder votes on the proposed transaction; company management and directors may be participants in the proxy solicitation.

Why It Matters

• This is a material corporate transaction that will require shareholder approval and further SEC filings (a proxy statement). Investors should review the forthcoming proxy and related SEC filings for transaction terms, effects on ownership, and any changes to management or strategy. Because the filing indicates securities may be issued under an exemption (Section 3(a)(10)), the deal could involve non-registered securities — another detail investors should watch for in the proxy and registration documents.