GOLD RESOURCE CORP 8-K

What Happened
Gold Resource Corporation (GORO) announced on January 25, 2026 that it entered into a definitive Arrangement Agreement to be acquired by Goldgroup Mining Inc. under which Goldgroup Merger Sub will merge into Gold Resource and Gold Resource will survive as a direct, wholly owned subsidiary of Goldgroup. The Company’s board unanimously approved and recommended the transaction. At the Effective Time each outstanding Gold Resource share will be converted into the right to receive 1.4476 Goldgroup shares, which Goldgroup will adjust to 0.3619 Resulting Issuer Shares after a planned four‑for‑one consolidation; fractional shares will be rounded up to the nearest whole share. Directors and officers of Gold Resource entered into voting and support agreements to vote in favor of the Merger.

Key Details

• Exchange ratio: 1.4476 Goldgroup shares per Gold Resource share, adjusted to 0.3619 after Goldgroup’s 4‑for‑1 consolidation; fractions rounded up.
• Closing conditions: approval by Goldgroup shareholders and Gold Resource stockholders, receipt of required regulatory and court approvals (including TSX Venture Exchange, NYSE American, Mexican antitrust commission, and Supreme Court of British Columbia), and either an exemption under Section 3(a)(10) of the Securities Act or an effective Form F‑4 registration statement.
• Timing/termination: Outside Date of July 31, 2026; either party may terminate in specified circumstances; certain cure periods apply; both parties face $5.0 million termination fees in defined situations.
• Equity awards: outstanding options, DSUs and RSUs will be assumed and converted into equivalent Goldgroup awards (PSUs convert to time‑vested RSUs); vested DSUs/RSUs with delayed settlement may be paid out if terminated at closing.

Why It Matters
If completed, the transaction will convert Gold Resource shareholders into holders of Goldgroup stock and make Gold Resource a wholly owned Goldgroup subsidiary, changing the company’s ownership and reporting alignment. The deal is subject to shareholder votes and multiple regulatory approvals, so it is not guaranteed to close. The $5 million reciprocal termination fees and the voting agreements signal commitment by both sides and increase the costs of backing out under certain scenarios. Investors should watch for the definitive proxy/registration statement, the stockholder vote, and any regulatory developments for updates.