Merger Agreement Finalized to Create New Mexican Gold Mining Entity

Gold Resource US38068T1051

A definitive agreement has been reached for Goldgroup Mining to acquire Gold Resource Corporation in an all-stock transaction valued at approximately $372 million. The deal, announced following a period of both operational progress and challenges for Gold Resource, is designed to establish a diversified precious metals producer with a core focus on Mexico.

• Transaction Value: Approximately $372 million.
• Shareholder Premium: Represents a 39% premium to Gold Resource's closing share price on January 23, 2026.
• Post-Merger Ownership: Existing Gold Resource shareholders will own roughly 40% of the combined company.
• Expected Closing: Targeted for the second quarter of 2026.

Under the merger terms, Gold Resource stockholders will receive 1.4476 common shares of Goldgroup for each share they own. This exchange ratio adjusts to 0.3619 shares per Gold Resource share, accounting for a planned one-for-four share consolidation by Goldgroup prior to the transaction's completion.

The valuation offers a significant premium for Gold Resource investors. Upon finalization, the newly formed entity's board of directors will comprise five members, with Goldgroup nominating three and Gold Resource nominating two. The boards of both companies have given unanimous approval to the deal, which now awaits shareholder votes.

Building a Multi-Asset Producer in a Key Region

The combination is strategically aimed at creating a more robust mining company with multiple active operations. The merged portfolio will integrate Gold Resource's Don David Gold Mine and Back-Forty project with Goldgroup's Cerro Prieto and recently acquired San Francisco Mine.

This consolidation seeks to mitigate operational risks inherent in single-asset dependency. By bringing several sites under one umbrella, the company expects to better withstand localized challenges while leveraging combined production to enhance cash flow. The move is positioned to solidify its status as a leading junior producer within Mexico's mineral-rich landscape.

Context and Path to Completion

This merger announcement comes at a pivotal moment for Gold Resource. The company recently reported a strong operational turnaround and robust preliminary financial results for 2025. However, it also faced a temporary, illegal work stoppage at its flagship Don David Gold Mine, an event that highlighted the vulnerabilities of relying heavily on one primary site.

The transaction's completion remains subject to customary conditions, including approvals from both companies' shareholders and clearance from Mexican antitrust authorities. If all conditions are met, the parties anticipate finalizing the merger in Q2 2026.

@ boerse-global.de | US38068T1051 MERGER