Goldgroup Mining Finalizes Merger with Gold Resource Corporation, Launches Trading on NYSE American as GORO

Merger Completion and Share Exchange Details

The merger between Goldgroup Mining and Gold Resource Corporation has been finalized, following an Arrangement Agreement and Plan of Merger initially signed on January 25, 2026, and amended May 15, 2026. At closing, GRC merged into Goldgroup Merger Sub Inc., a wholly owned subsidiary of Goldgroup, with GRC continuing as a wholly owned subsidiary.

According to the transaction terms, each GRC shareholder will receive 0.3619 common shares of Goldgroup per GRC share owned. This exchange ratio was agreed upon by both companies’ boards and approved by their shareholders, creating a unified entity under Goldgroup’s corporate structure.

Regulatory Approvals and Closing Conditions Fulfilled

The merger’s completion followed fulfillment of all critical closing conditions. Shareholder approvals were secured on July 2, 2026, from both GRC and Goldgroup. Regulatory approvals included clearance from Mexico’s National Antitrust Commission (NAC) on April 23, 2026, the Supreme Court of British Columbia on July 6, 2026, and the TSX Venture Exchange.

The NAC approval included compliance requirements mandating the combined company submit closing documentation within thirty business days post-merger and provide data for final tariff determinations. Noncompliance could lead to daily penalties, highlighting the importance of adhering to Mexican regulatory mandates.

NYSE American Listing and Ticker Symbol Transition

Following the merger, GRC will be delisted from the NYSE American prior to market open around July 20, 2026. Immediately thereafter, Goldgroup will begin trading on the NYSE American under the ticker "GORO," marking its debut on a major U.S. exchange and enhancing access for institutional and retail investors.

Goldgroup’s shares will cease OTC Markets quotations upon NYSE American listing. The TSX Venture Exchange has approved changing Goldgroup’s ticker from "GGA" to "GORO," effective approximately July 22, 2026. Additionally, GRC will apply to terminate its status as a reporting issuer in Canadian jurisdictions, reflecting the combined company’s regulatory transition.

New Governance and Executive Leadership

Post-merger, Goldgroup restructured its board and executive team. New board members include Ron Little, Lila Manassa Murphy, Nicole Adshead-Bell, Luis Felipe Medina Aguirre, and Francisco Javier Reyes de la Campa, integrating expertise from both companies.

Executive appointments feature Allen Palmiere as President and CEO, Chet Holyoak as CFO, and Armando Alexandri as COO. Subsidiary boards and officers have also been updated. Palmiere stated, "This business combination represents a transformational milestone. With combined assets and resources, Goldgroup is positioned to become a leading Mexico-focused junior precious metals producer, offering tremendous growth opportunities."

Mexico-Centric Gold Asset Portfolio

The merged company’s portfolio consists exclusively of Mexican gold projects. Goldgroup holds 100% ownership of the San Francisco project in Sonora, which is fully permitted for rapid mining restart and includes two open pits with heap leach processing and infrastructure. The project is described as robust with significant gold resources and strong exploration potential.

Additionally, the company operates two producing mines: the Cerro Prieto heap leach gold mine in Sonora and the Don David Gold Mine in Oaxaca. This combination of a development-stage asset alongside producing mines provides immediate cash flow and near-term growth prospects, positioning Goldgroup as a junior precious metals producer with an established Mexican operational footprint.

Strategic Focus as a Mexico-Based Producer

The merger reinforces Goldgroup’s strategy as a Mexico-focused mining company. Consolidating assets and operational experience from both firms enables streamlined management, efficient supply chains, and coordinated regulatory engagement within Mexico.

The leadership team is noted for extensive expertise in mine development, corporate finance, and exploration within Mexico, providing a competitive advantage in navigating the country’s mining regulations and optimizing project development.

Forward-Looking Statements and Disclosures

The announcement contains forward-looking statements regarding the timing of delisting, trading commencement on NYSE American, OTC Markets removal, TSX Venture ticker change, and GRC’s cessation as a reporting issuer in Canada. These statements are based on current information and may be subject to change without obligation to update, except as required by law.

The company cautions that actual outcomes may differ materially, and there is no guarantee the delisting and listing processes will occur as planned. Investors are advised to consider these risks carefully.

Investor Resources and Compliance Information

Investors seeking risk information can review GRC’s filings with the U.S. Securities and Exchange Commission, including the Annual Report on Form 10-K for the year ended December 31, 2025 (as amended), available on the SEC website. For Goldgroup-related risks, refer to GRC’s management information circular dated May 29, 2026, Goldgroup’s annual information form dated June 10, 2026, and other disclosures on SEDAR+ at www.sedarplus.ca.

All forward-looking information is qualified by cautionary statements regarding risks and uncertainties tied to the transaction and ongoing operations. Stakeholders are encouraged to review these disclosures to fully understand the merged company’s risk profile and opportunities.