{"url_path":"/sec/goro/proxy/2026-05-15/000110465926062554","section_key":"body","section_title":"DEFA14A body","topic":"sec","document":{"doc_type":"DEFA14A","doc_date":"2026-05-15","source_url":"https://www.sec.gov/Archives/edgar/data/1160791/0001104659-26-062554-index.html","accession_number":"0001104659-26-062554","cik":"0001160791","ticker":"GORO","issuer_name":"GOLD RESOURCE CORP","edgar_url":"https://www.sec.gov/Archives/edgar/data/1160791/0001104659-26-062554-index.html","primary_entity_key":"0001160791","primary_entity_name":"GOLD RESOURCE CORP"},"word_count":3108,"has_tables":true,"body_markdown":"DEFA14A\n1\ntm268689d3_defa14a.htm\nDEFA14A\n\n**UNITED STATES**\n\n**SECURITIES AND EXCHANGE COMMISSION**\n\n**Washington, D.C. 20549**\n\n**SCHEDULE 14A**\n\n**Proxy Statement Pursuant to Section 14(a) of\nthe\nSecurities Exchange Act of 1934**\n\n**(Amendment No. )**\n\nFiled by the Registrant x\n\nFiled by a party other than the Registrant\n¨\n\nCheck the appropriate box:\n\n¨Preliminary Proxy Statement\n\n¨**Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))**\n\n¨Definitive Proxy Statement\n\n¨Definitive Additional Materials\n\nxSoliciting Material Pursuant to §240.14a-12\n\n**GOLD RESOURCE CORPORATION**\n\n**(Name of Registrant as Specified in is\nCharter)**\n\n**(Name of Person(s) Filing Proxy Statement, if other than the Registrant)**\n\nPayment of Filing Fee (Check the appropriate\nbox):\n\nxNo fee required.\n\n¨Fee paid previously with preliminary materials.\n\n¨Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.\n\n**Explanatory Note**\n\nOn May 15,\n2026, Goldgroup Mining Corp. (“Goldgroup”) issued a news release announcing an amendment (the “Amendment”) to\nthe previously announced Arrangement Agreement and Plan of Merger dated January 25, 2026 (the “Arrangement Agreement”)\nby and among Goldgroup, Gold Resource Corporation (the “Company”) and Goldgroup Merger Sub Inc., a Colorado corporation and\ndirect subsidiary of Goldgroup (“Purchaser Sub”), whereby Goldgroup has agreed to acquire all of the issued and outstanding\nshares of the Company’s common stock (the “Merger”). The news release further announces the anticipated nominees to\nthe board of directors of the combined company. A copy of the news release is attached hereto and is being filed pursuant to Rule 14a-12\nunder the Securities Exchange Act of 1934, as amended.\n\n**Additional\nInformation**\n\nAdditional\ninformation about the Merger, including a copy of the Arrangement Agreement and the Amendment, was previously filed by the Company in\nCurrent Reports on Form 8-K dated January 26, 2026 and May 15, 2026, respectively, with the Securities and Exchange Commission\n(the “SEC”). Copies of the agreements related to the Merger have been included to provide investors with information regarding\ntheir terms and are not intended to provide any factual information about the Company, Goldgroup, Purchaser Sub, or their respective affiliates.\nThe representations, warranties and covenants contained in the agreements have been made solely for the purposes of the agreements and\nas of specific dates; were made solely for the benefit of the parties to the agreements; are not intended as statements of fact to be\nrelied upon by investors, but rather as a way of allocating the risk between the parties in the event the statements therein prove to\nbe inaccurate; have been modified or qualified in some cases by certain confidential disclosures that were made between the parties in\nconnection with the negotiation of the agreements, which disclosures are not reflected in the agreements themselves; may no longer be\ntrue as of a given date; and may apply standards of materiality in a way that is different from what may be viewed as material by investors.\nInvestors should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual\nstate of facts or condition of Company, Goldgroup, Purchaser Sub or their respective affiliates. Moreover, information concerning the\nsubject matter of the representations and warranties may change after the date of the agreements, which subsequent information may or\nmay not be fully reflected in the Company’s public disclosures. The agreements should not be read alone but should instead be read\nin conjunction with the other information regarding the Merger, the agreements related to the Merger (including the Amendment and the\nArrangement Agreement), the Company, Goldgroup, Purchaser Sub, their respective affiliates and their respective businesses, that will\nbe contained in, or incorporated by reference into, the preliminary proxy statement that the Company will file, as well as in the Annual\nReports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other filings that the Company will\nfile or furnish with the SEC.\n\n**Important\nInformation for Investors and Stockholders**\n\nThis filing does\nnot constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall\nthere be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration\nor qualification under the securities laws of any such jurisdiction. Any securities issued in the proposed transaction are anticipated\nto be issued in reliance upon available exemptions from registration requirements pursuant to Section 3(a)(10) of the Securities\nAct of 1933, as amended, and applicable exemptions under state securities laws. Promptly after filing its definitive proxy statement with\nthe SEC, the Company will send the definitive proxy statement to each stockholder of the Company entitled to vote at the meeting of stockholders\nrelating to the proposed transaction and the transactions contemplated in connection therewith. This filing is\nnot a substitute for the proxy statement or for any other document that the Company may file with the SEC and send to the Company’s\nstockholders in connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ THE PROXY STATEMENT\nAND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT\nINFORMATION. Investors and security holders will be able to obtain free copies of the definitive proxy statement (when available) and\nother documents filed with the SEC by the Company through the website maintained by the SEC at https://www.sec.gov.\n\nThe Company\nand certain of its respective directors, executive officers and other members of management and employees may be considered participants\nin the solicitation of proxies with respect to the proposed transaction under the rules of the SEC. Information about the directors\nand executive officers of the Company is set forth in its Annual Report on Form 10-K for the year ended December 31, 2025, which\nwas filed with the SEC on March 18, 2026 and amended on April 30, 2026. These documents can be obtained free of charge from\nthe sources indicated above. Additional information regarding the interests of such participants in the solicitation of proxies in respect\nof the proposed transaction will be included in the registration statement or proxy statement and other relevant materials to be filed\nwith the SEC when they become available.\n\n**NEWS RELEASE**\n\n**GOLDGROUP ANNOUNCES\nNOMINEES TO BOARD IN CONNECTION WITH PROPOSED BUSINESS COMBINATION WITH GOLD RESOURCE CORPORATION AND AMENDS ARRANGEMENT AGREEMENT**\n\n**Vancouver,\nCanada – (May 15, 2026)** – Goldgroup Mining Inc. (“**Goldgroup**” or the “**Company**”)\n(TSXV:GGA, OTC:GGAZF) announces, further to its news release dated January 26, 2026, the Company has entered into an amendment (the\n“**Amendment**”) with Gold Resource Corporation (“**GRC**”) and Goldgroup Merger Sub Inc., a Colorado corporation\nand direct subsidiary of Goldgroup (“**Purchaser Sub**”) to the previously announced Arrangement Agreement and Plan of\nMerger dated January 25, 2026 (the “**Arrangement Agreement**”) by and among the parties, whereby Goldgroup has agreed\nto acquire all of the issued and outstanding shares of GRC’s common stock (the “**Transaction**”).\n\n**The Amendment**\n\nThe\nArrangement Agreement provides that, among other things and subject to the terms and conditions of the Arrangement Agreement, the\nproposed Transaction will occur by way of a reverse triangular merger in which GRC will merge with a wholly owned subsidiary of Goldgroup\nunder Colorado law (the “**Merger**”) and a plan of arrangement under the *Business Corporations Act* (British Columbia)\n(the “**Arrangement**”), with GRC surviving as a wholly owned subsidiary of Goldgroup. Upon completion of the Transaction,\nGRC stockholders are expected to own approximately 40% of the combined company on a fully-diluted in-the-money basis with Goldgroup’s\ncurrent shareholders holding the remaining approximately 60% interest.\n\nThe Arrangement Agreement originally contemplated\nthat, immediately prior to the effective time of the Merger, Goldgroup would consolidate all of its issued and outstanding common shares\nwithout par value (each whole share, a “**Goldgroup Share**”) at a ratio of one post-consolidation Goldgroup Share for\nevery four pre-consolidation Goldgroup Shares. Pursuant to the Amendment, the parties have agreed to replace the four-to-one consolidation\nratio with a consolidation ratio to be determined jointly by Goldgroup and GRC, and approved by the TSX Venture Exchange (the\n“**TSXV**”) prior to the effective date of the Merger. The Arrangement Agreement provides, among other things, that Goldgroup\nwill apply to list the Goldgroup Shares on the NYSE American (the “**NYSE American Listing**”), which listing will be completed\nfollowing the closing of the Merger and is subject to Goldgroup fulfilling all the listing requirements of the NYSE American. The Consolidation\nis being undertaken by Goldgroup in order to meet the listing requirements of the NYSE American and to facilitate the NYSE American Listing.\nThe Consolidation is subject to, among other things, the approval of the TSXV, which approval is subject to compliance with the requirements\nof the TSXV, including, if applicable, shareholder approval.\n\n**Board Nominees**\n\nBelow are the names and biographies of the parties’\nanticipated selections as prospective directors of the combined company:\n\n**Ron\nLittle**– Mr. Little has been a member of the board of directors of GRC (the “**GRC Board**”)\nsince February 8, 2021, and currently serves as its Interim Chair. Mr. Little is a Professional Engineer, geologist and\nentrepreneur who has developed mining projects in Canada, South America and Africa. He was the founder and CEO of Orezone Resources\nand Orezone Gold Corporation for over 20 years and built one of the most successful exploration and mine development track records\nin Burkina Faso. He is and has been a director and advisor to other public companies and not for profit entities. Mr. Little\nholds a Bachelor of Science in Engineering (Geological) from Queen’s University in Kingston and is also a designated graduate\nof the Institute of Corporate Directors (ICD.D). He is currently the President and CEO of Wolfden Resources.\n\n**Lila\nManassa Murphy** – Ms. Manassa Murphy has a been member of the GRC Board since January 1, 2021.\nMs. Manassa Murphy, CFA, CPA has been the Chief Financial Officer of Dundee Corporation (TSX: DC.A) since May 2021. Her\nareas of oversight include Finance, Investor Relations, Information Technology, Legal, Compliance and Human Resources. Her\nexperience during her tenure includes M&A, restructuring, establishing joint venture partnerships, and assessing investment and\nacquisition opportunities. She also sits on the board of Green Brick Partners (NYSE: GRBK). Prior to her role at Dundee Corporation,\nMs. Manassa Murphy had over 25 years of investment management experience and fiduciary responsibility. She is a Chartered\nFinancial Analyst and a Certified Public Accountant. She holds a Bachelor of Arts degree from New York University and is a member of\nthe Latino Corporate Directors Association (LCDA).\n\n**Nicole\nAdshead-Bell** – Ms. Adshead-Bell is President of Cupel Advisory Corp., a private company she founded focused on mining\nsector investments and advisory services. She most recently served as Managing Director and CEO of Beadell Resources Ltd., having transitioned\nfrom Independent Director in 2016 to CEO in 2018, until the company’s acquisition in March 2019. Her prior experience includes\nserving as Director of Mining Research at Sun Valley Gold LLC, a global precious metals investment fund, and as Managing Director, Investment\nBanking at Haywood Securities Inc. Dr. Adshead-Bell is a geologist with over 29 years of combined mining industry and capital markets\nexperience spanning exploration, development, mining operations, investment research, investment banking, and corporate leadership. She\nalso has more than three decades of cumulative public company board experience with precious and base metals companies listed in Canada,\nthe United States, Australia, and the United Kingdom, including exploration, development, producing, and royalty companies. Her broad\nexperience has included participation across a wide range of board committee functions, including audit, compensation, nominating and\ngovernance, technical, and special committees. Dr. Adshead-Bell holds a Ph.D. in Structural and Economic Geology, a First Class Honours\ndegree in Structural Geology, and a B.Sc. in Geology and Archaeology, all from James Cook University.\n\n2\n\n**Luis\nFelipe Medina Aguirre**– Mr. Medina Aguirre is an Environmental Engineer with more than 31 years of experience in\nthe mining industry. Since 2023, he has been General Director of Minas de San Nicolás, S.A.P.I. de C.V. (a joint venture of Agnico\nEagle Mines Limited and Teck Resources Limited). Among his positions in the mining industry in Mexico, he has been President of the Chihuahua\nMining Cluster; Administrative Vice President of the Association of Mining Engineers, Metallurgists and Geologists of Mexico; President\nof the XXXI International Mining Convention; Treasurer of the Mining Cluster of Sonora; member of the board of directors of the Mining\nChamber of Mexico and current President of the Sustainable Commission; and member of the Canadian Chamber of Commerce in Mexico and Nacional\nFinanciera in the State of Chihuahua. Since 2024, Mr. Medina Aguirre has been the Chairman of the Mining Commission of the Canadian\nChamber of Commerce. Since 2025, he has been a member of the Investment Promotion Committee of the State of Zacatecas, a designation granted\nby both the Federal and State Secretariats of Economy.\n\n**Francisco\nJavier Reyes de la Campa** – Mr. Reyes de la Campa has co-founded various firms in finance, mining, oil and gas and\nagriculture and foods. His strategic leadership was crucial in the turnaround in 2020 of Luca Mining, a producing company with assets\nin Mexico recently included in the 2025 TSX Venture 50TM list of top performing companies. He has also served as the Country Manager for\nGoldgroup since September 2021. Prior to joining Goldgroup, he served as President and CEO of Antares Capital Management and Private\nEquity CP (formerly Credipresto), two respected firms with over 15 years of experience in the natural resource and agro sector, particularly\nin Latin America. An alumnus of Harvard Business School, Mr. Reyes holds dual Bachelor’s degrees in Economics and Business\nAdministration, as well as a Master’s degree in Finance from Instituto Tecnológico Autónomo de México.\n\n**About GRC**\n\nGold\nResource Corporation is a gold and silver producer, developer, and explorer with its operations centered on the Don David Gold\nMine in Oaxaca, Mexico. Under the direction of an experienced board and senior leadership team, GRC’s focus is to unlock the significant\nupside potential of its existing infrastructure and large land position surrounding the mine in Oaxaca, Mexico and to develop the Back\nForty Project in Michigan, USA. For more information, please visit GRC’s website, located at *www.goldresourcecorp.com*.\n\n**About Goldgroup**\n\nGoldgroup is a Canadian-based mining Company with\ntwo high-growth gold assets in Mexico. In addition to the San Francisco gold project, the Company has a 100% interest in the producing\nCerro Prieto heap-leach gold mine located in the State of Sonora.\n\nGoldgroup is led by a team of highly successful\nand seasoned individuals with extensive expertise in mine development, corporate finance, and exploration in Mexico.\n\nFor further information on Goldgroup, please visit\nwww.goldgroupmining.com.\n\n3\n\n**On behalf of the Board of Directors**\n\n*“Ralph Shearing”*\n\n**Ralph Shearing, CEO**\n\nFor more information:\n\n+1 (604) 306-6867\n\n410 – 1111 Melville St.\n\nVancouver, BC, V6E 3V6\n\n**www.goldgroupmining.com**ir@goldgroupmining.com\n\n*Neither the TSX Venture Exchange nor its Regulation\nServices Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy\nof this press release.*\n\n**CAUTIONARY NOTES REGARDING FORWARD-LOOKING\nINFORMATION**\n\n*Certain information contained in this news\nrelease, including any information relating to future financial or operating performance, may be considered “forward-looking information”\n(within the meaning of applicable Canadian securities law) and “forward-looking statements” (within the meaning of the United\nStates Private Securities Litigation Reform Act of 1995). These statements include, without limitation, statements relating to the anticipated\nselections of board nominees for the combined company to be formed on completion of the Arrangement.*\n\n*These forward-looking statements reflect Goldgroup’s\ncurrent internal projections, expectations or beliefs and are based on information currently available to Goldgroup. In some cases, forward-looking\ninformation can be identified by terminology such as “may”, “will”, “should”, “expect”,\n“intend”, “plan”, “anticipate”, “believe”, “estimate”, “projects”,\n“potential”, “scheduled”, “forecast”, “budget” or the negative of those terms or other\ncomparable terminology. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause\nactual results, performance or achievements to be materially different from any future results, performance or achievements expressed\nor implied by the forward-looking statements.*\n\n4\n\n*Forward-looking information is subject to\na variety of known and unknown risks, uncertainties and other factors that could cause actual events or results to materially differ\nfrom those reflected in the forward-looking information, and are developed based on assumptions about such risks, uncertainties and\nother factors, including, without limitation: receipt of all required TSXV, regulatory and other interested party approvals in\nconnection with the Arrangement, including BC Supreme Court approval of the Arrangement; that the conditions precedent to the\ncompletion of the Transaction, including but not limited to TSXV, regulatory, shareholder and court approvals, might not be obtained\nin a timely manner or at all; uncertainties related to actual capital costs operating costs and expenditures; production schedules\nand economic returns from Goldgroup’s projects; timing to integrate the Transaction and acquisitions (Molimentales and the San\nFrancisco Mine) and timing to complete additional exploration and technical reports; uncertainties associated with development\nactivities; uncertainties inherent in the estimation of mineral resources and precious metal recoveries; uncertainties related to\ncurrent global economic conditions; fluctuations in precious and base metal prices; uncertainties related to the availability of\nfuture financing; potential difficulties with joint venture partners; risks that Goldgroup’s title to its property could be\nchallenged; political and country risk; risks associated with Goldgroup being subject to government regulation; risks associated\nwith surface rights; environmental risks; Goldgroup’s need to attract and retain qualified personnel; risks associated with\npotential conflicts of interest; Goldgroup’s lack of experience in overseeing the construction of a mining project; risks\nrelated to the integration of businesses and assets acquired by Goldgroup; uncertainties related to the competitiveness of the\nmining industry; risk associated with theft; risk of water shortages and risks associated with competition for water; uninsured\nrisks and inadequate insurance coverage; risks associated with potential legal proceedings; risks associated with community\nrelations; outside contractor risks; risks related to archaeological sites; foreign currency risks; risks associated with security\nand human rights; and risks related to the need for reclamation activities on Goldgroup’s properties, as well as the risk\nfactors disclosed in Goldgroup’s MD&A. Any and all of the forward-looking information contained in this news release is\nqualified by these cautionary statements.*\n\n*Although Goldgroup believes that the forward-looking\ninformation contained in this news release is based on reasonable assumptions, readers cannot be assured that actual results will be consistent\nwith such statements. Accordingly, readers are cautioned against placing undue reliance on forward-looking information. Goldgroup expressly\ndisclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, events\nor otherwise, except as may be required by, and in accordance with, applicable securities laws.*\n\n5"}