{"url_path":"/sec/goro/8-k/2026-06-18/item-8-01","section_key":"item-8-01","section_title":"Item 8.01 ****Other Events**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-18","source_url":"https://www.sec.gov/Archives/edgar/data/1160791/0001104659-26-075868-index.html","accession_number":"0001104659-26-075868","cik":"0001160791","ticker":"GORO","issuer_name":"GOLD RESOURCE CORP","edgar_url":"https://www.sec.gov/Archives/edgar/data/1160791/0001104659-26-075868-index.html","primary_entity_key":"0001160791","primary_entity_name":"GOLD RESOURCE CORP"},"word_count":2392,"has_tables":true,"body_markdown":"**Item 8.01****Other Events**\n\n \n\nAs previously\nannounced, on January 25, 2026, Gold Resource Corporation (the “Company”) entered into an Arrangement Agreement and Plan\nof Merger, as amended by that certain First Amendment to Arrangement Agreement dated May 15, 2026 (the “Arrangement Agreement”),\nwith Goldgroup Mining Inc., a corporation incorporated under the laws of the province of British Columbia (“Goldgroup”), and\nGoldgroup Merger Sub Inc., a Colorado corporation and direct, wholly owned subsidiary of Goldgroup (“Purchaser Sub”). The\nArrangement Agreement provides that, among other things and subject to the terms and conditions of the Arrangement Agreement, Purchaser\nSub will merge with and into the Company, with the Company surviving and continuing as the surviving corporation as a direct, wholly owned\nsubsidiary of Goldgroup (such transaction, the “Merger”).\n\n \n\nIn connection\nwith the Merger, the Company filed a definitive proxy statement (the “Proxy Statement”) with the U.S. Securities and Exchange\nCommission (the “SEC”) on May 29, 2026. As is common in transactions of this type, multiple lawsuits have been threatened\nby purported shareholders of the Company, challenging the completeness and accuracy of the disclosure in the Proxy Statement.\n\n \n\nThe supplemental\ndisclosures below should be read in conjunction with the Proxy Statement, available on the SEC’s website at https://www.sec.gov,\nalong with periodic reports and other information the Company files with the SEC. To the extent information herein differs from or updates\ninformation contained in the Proxy Statement, the information set forth herein shall supersede or supplement the information in the Proxy\nStatement. All page references are to the Proxy Statement, and terms used but not defined below have the meanings set forth in the\nProxy Statement.\n\n \n\nThe Company\nand Goldgroup believe the claims in the threatened lawsuits are without merit and that no supplemental disclosures are required under\napplicable law. However, to eliminate the burden, expense, and uncertainties inherent in such litigation, and without admitting any liability\nor wrongdoing, the Company is voluntarily making the supplemental disclosures set forth below. Nothing herein shall be deemed an admission\nof the legal necessity or materiality of any of these disclosures. The Company and Goldgroup specifically deny all allegations in the\nthreatened lawsuits, including that any additional disclosure was or is required.\n\n \n\n**Supplemental\nProxy Statement Disclosures**\n\n \n\n**The\nfollowing changes, shown in strikethrough (for deletions) and underline (for additions) text, are made to the second sentence under the\nheading “Who is entitled to vote at the Special Meeting?” on page 8**\n\n \n\nAs of the\nrecord date, there were approximately 161,889,776163,392,909 Company Shares outstanding, with one vote per share.\n\n \n\n**The\nfollowing disclosure is added immediately following the first sentence in the sixth paragraph on page 33**\n\n \n\nNone of\nthese agreements contained a “don’t ask, don’t waive” provision that would prevent the counterparty from making\na proposal to acquire the Company.\n\n \n\n**The\nfollowing disclosure is added immediately following the second sentence of the second full paragraph on page 43**\n\n \n\nThe projections provided to ATB Cormark were subject\nto the assumptions and limitations set forth in the section entitled “—*Certain\nProspective Financial and Operating Information*” beginning on page 49 of this Proxy Statement.\n\n \n\n**The\nfollowing disclosure is added to the top of page 49**\n\n \n\n**Certain\nProspective Financial and Operating Information**\n\n \n\nThe Company\ndoes not, as a matter of course, make public projections as to future performance, earnings, or other results due to the inherent unpredictability\nof projections and their underlying assumptions and estimates. However, the Company provided to Goldgroup, in connection with its due\ndiligence review, certain non-public unaudited financial and operating projections on a stand-alone basis, without giving effect to the\nMerger, for the period from 2026 through 2030 (the “Company Projections for Gold Resource”). The Company prepared similar\nfinancial and operating projections for Goldgroup for the period from 2026 through 2031 based, in part, on Goldgroup’s management\nmodel and certain estimates of the Company’s management (the “Company Projections for Goldgroup” and, together with\nthe Company Projections for Gold Resource, are referred to as the “Projections” herein); Goldgroup management was not involved\nin the preparation of the Company Projections for Goldgroup aside from providing the Company with Goldgroup’s management model.\nIn addition, the Company provided the Projections to ATB Cormark in connection with the preparation of its valuation analyses and fairness\nopinion, as described in, and subject to the assumptions and limitations as set forth in, the section entitled “—*Opinion\nof Our Financial Advisor*.”\n\n \n\n \n\n \n\n \n\nThe Projections\nwere not prepared with a view toward public disclosure. They are only included herein because they were (i) prepared by the Company\nin connection with due diligence, (ii) made available to the Board in connection with its review of the potential transaction with\nGoldgroup and its evaluation of strategic alternatives, and (iii) used by ATB Cormark in preparing its valuation analyses and fairness\nopinion provided to the Board, as described in the section entitled “—*Opinion of Our Financial Advisor*.” The\nsummary of the Projections is not included to influence any Company stockholder’s decision whether to vote in favor of the proposal\nto approve the Arrangement Agreement. The Projections may differ from published analyst estimates and forecasts.\n\n \n\nThe Projections\ndo not necessarily comply with published guidelines of the SEC, the provisions of NI 43-101, the guidelines established by the American\nInstitute of Certified Public Accountants for preparation and presentation of financial forecasts, or generally accepted accounting principles\n(“GAAP”), and do not include footnote disclosures as may be required by GAAP. Neither BDO USA, P.C., the Company’s independent\nauditors, nor any other independent accountants, have compiled, examined, or performed any procedures with respect to the Projections,\nnor have they expressed any opinion or any other form of assurance on such information or its achievability, and assume no responsibility\nfor, and disclaim any association with, the prospective financial information.\n\n \n\nThe Projections,\nwhile presented with numerical specificity, were based on numerous variables and assumptions that are inherently uncertain and many of\nwhich are beyond the control of the Company’s management. By their nature, the projections become subject to greater uncertainty\nwith each successive year. The underlying assumptions necessarily involve judgments with respect to, among other things, future economic,\ncompetitive, and financial market conditions, all of which are difficult or impossible to predict accurately and many of which are beyond\nthe Company’s control, including general economic conditions, competition, and the risks discussed under the section entitled “*Cautionary\nStatement on Forward-Looking Information.*” The Projections also reflect assumptions as to certain business decisions that are\nsubject to change and periodic revision based on actual results, revised business prospects, changes in the competitive environment, changes\nin general business or economic conditions, or any other event that was not anticipated when the Projections were prepared. In addition,\nthe Projections might be affected by the Company’s or Goldgroup’s ability to achieve proposed initiatives, objectives, and\ntargets over the applicable periods.\n\n \n\nThe Projections\ntreat the Company and Goldgroup, as applicable, on a stand-alone basis, without giving effect to the Merger, including the impact of negotiating\nor executing the Arrangement Agreement, any expenses incurred in connection with consummating the Merger, the effect of any business or\nstrategic decision taken as a result of the Arrangement Agreement, or the effect of any decision that would likely have been taken absent\nthe Arrangement Agreement but was instead altered, accelerated, postponed, or not taken in anticipation of the Merger.\n\n \n\nThere can\nbe no assurance that the Projections will be realized, and actual results may vary materially from those shown. The inclusion of the Projections\nherein should not be regarded as an indication that the Company, Goldgroup, or any of their respective affiliates, advisors, officers,\ndirectors, or representatives considered or consider them to be predictive of actual future events, and they should not be relied upon\nas such. The Company has not updated the Projections to reflect management’s current views, and they should not be treated as guidance\nfor any period. Neither the Company, Goldgroup, nor any of their respective affiliates, advisors, officers, directors, or representatives\ngives any assurance that actual results will not differ materially from the Projections, and none of them undertakes any obligation to\nupdate or revise the Projections to reflect circumstances existing after the date they were generated or the occurrence of future events,\nexcept as required by law. Neither the Company, Goldgroup, nor any of their respective affiliates, advisors, officers, directors, or representatives\nhas made or makes any representation to any stockholder of the Company or other person regarding the ultimate performance of the Company\ncompared to the Projections or that the Projections will be achieved. The Company has made no representation to Goldgroup or its affiliates,\nin the Arrangement Agreement or otherwise, concerning the Projections. The Projections are forward-looking statements, expressly qualified\nin their entirety by the risks and uncertainties identified above and the cautionary statements contained in Item 1A of Part I\nof the Company’s Annual Report on Form 10-K, as such risk factors may be amended, supplemented, or superseded from time to\ntime by other reports filed with the SEC, available at www.sec.gov.\n\n \n\n3\n\n \n\n \n\nCertain\nof the Projections (including all-in sustaining costs per ounce of gold equivalent and free cash flow) are or may be considered non-GAAP\nfinancial measures. Non-GAAP financial measures have inherent limitations because they exclude charges and credits required in a GAAP\npresentation. They should not be considered in isolation from, or as a substitute for, financial information presented in compliance with\nGAAP, and as used by the Company may not be comparable to similarly titled amounts used by other companies. Financial measures provided\nto a financial advisor in connection with a business combination transaction such as the Merger are excluded from the definition of non-GAAP\nfinancial measures under SEC rules, which would otherwise require a reconciliation to GAAP. Accordingly, no reconciliation of the non-GAAP\nfinancial measures in the Projections to GAAP measures was created, used, or relied upon by the Board or ATB Cormark in connection with\ntheir respective evaluations of the Merger.\n\n \n\n**In light\nof the foregoing factors and the uncertainties inherent in the Projections, Company stockholders are cautioned not to place undue, if\nany, reliance on the Projections. Neither the Company, nor Goldgroup or any of their respective affiliates or representatives, including\nATB Cormark, has made or makes any representation to any person regarding the ultimate performance of the Company compared to the information\ncontained in the Projections.**\n\n \n\nThe following\nis a summary of the Projections (which summary is not included herein to induce any Company stockholder to vote in favor of the proposal\nto approve the Arrangement Agreement):\n\n \n\n*Company\nProjections for Gold Resource*\n\n \n\n(US$ in millions, unless\nindicated otherwise below) \n2026E \n2027E \n2028E \n2029E \n2030E\n\nProduction (koz AuEq) \n 41  \n 34  \n 41  \n 41  \n 11 \n\nGold price (US$/oz Au) (1) \n$4,000  \n$3,989  \n$3,775  \n$3,500  \n$3,000 \n\nAISC (US$/oz AuEq) (2) \n$2,692  \n$3,003  \n$2,083  \n$1,878  \n$2,547 \n\nOperating cash flow (3) \n$86  \n$38  \n$62  \n$52  \n$(2)\n\nTotal capital expenditures (4) \n$35  \n$27  \n$11  \n$4  \n$2 \n\nFree cash flow (4) (5) \n$51  \n$11  \n$51  \n$48  \n$(4)\n\n \n\n*Company\nProjections for Goldgroup*\n\n \n\n(US$ in millions, unless\nindicated otherwise below) \n 2026E \n 2027E \n 2028E \n 2029E \n 2030E \n 2031E\n\nProduction (koz AuEq) \n 27  \n 58  \n 88  \n 101  \n 71  \n 10 \n\nGold price (US$/oz Au) (1) \n$4,000  \n$3,989  \n$3,775  \n$3,500  \n$3,000  \n$3,000 \n\nAISC (US$/oz AuEq) (2) \n$2,716  \n$1,683  \n$1,250  \n$1,836  \n$2,289  \n$1,817 \n\nOperating cash flow (3) \n$42  \n$99  \n$150  \n$117  \n$35  \n$12 \n\nTotal capital expenditures (4) \n$37  \n$8  \n$3  \n$8  \n$1  \n$1 \n\nFree cash flow (4) (5) \n$5  \n$91  \n$147  \n$109  \n$34  \n$11 \n\n \n\n(1)Based on median gold price forecasts of well-known U.S., Canadian\nand international banks’ equity research.\n\n \n\n(2)AISC is a non-GAAP measurement defined as all-in sustaining costs\nper ounce of gold equivalent.\n\n \n\n(3)Operating cash flow means net cash provided by (used in) operating\nactivities, net of taxes, and for the Company Projections for Goldgroup, includes contributions from the Cerro Prieto mine and the San\nFrancisco Mine, net of corporate G&A expenses.\n\n \n\n(4)The Company Projections for Gold Resource include approximately\n$34 million of underground development capital expenditures from 2025 through 2027. The Company Projections for Goldgroup include\napproximately $28 million of restart capital expenditures for the San Francisco Mine in 2026.\n\n \n\n(5)Free cash flow is a non-GAAP measurement defined as operating cash\nflow minus total capital expenditures.\n\n \n\n4\n\n \n\n \n\n**The\nfollowing changes, shown in strikethrough (for deletions) and underline (for additions) text, are made to the second sentence of the first\nparagraph under the heading “Voting at the Special Meeting” on page 85**\n\n \n\nAs of the\nrecord date, there were approximately 161,889,776163,392,909 Company Shares outstanding, with one vote per share.\n\n \n\n**Additional Information and Where to Find It**\n\n \n\nThe Company, the members of the Company’s\nboard of directors, and certain of the Company’s executive officers are participants in the solicitation for proxies from stockholders\nin connection with the merger. The Company filed the Proxy Statement with the SEC on May 29, 2026. Information regarding such participants,\nincluding their direct or indirect interests, by security holdings or otherwise, is included in the Proxy Statement. To the extent that\nholdings of the Company’s securities by its directors and executive officers have changed since the amounts set forth in the Proxy\nStatement, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC.\n\n \n\nOn or about May 29, 2026, the Company mailed\nthe definitive Proxy Statement to each stockholder entitled to vote at the special meeting to consider the adoption of the Arrangement\nAgreement. STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT\nDOCUMENTS THAT THE COMPANY HAS FILED OR WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT\nINFORMATION. Stockholders may obtain, free of charge, the Proxy Statement, any amendments or supplements thereto, and any other relevant\ndocuments filed by the Company with the SEC in connection with the Merger at the SEC’s website (http://www.sec.gov). Copies of the\nCompany’s definitive Proxy Statement, any amendments or supplements thereto, and any other relevant documents filed by the Company\nwith the SEC in connection with the Merger will also be available, free of charge, at the Company’s investor relations website (https://goldresourcecorp.com/investors/reports-filings/).\n\n \n\n5\n\n \n\n \n\n**SIGNATURE**\n\n  \n\nPursuant to the requirements\nof the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto\nduly authorized.\n\n \n\n \n**GOLD RESOURCE CORPORATION**\n\n \n \n \n\nDate: June 18, 2026\nBy:\n/s/ Allen Palmiere\n\n \nName:\nAllen Palmiere\n\n \nTitle:\nChief Executive Officer and President\n\n \n\n6"}