Gold Resource amends merger with Goldgroup to allow flexible share consolidation ratio for NYSE listing

GOLD RESOURCE CORP

Fixed 4:1 consolidation ratio replaced by a ratio jointly determined by Gold Resource and Goldgroup, subject to TSX Venture Exchange approval.
Exchange ratio of 1.4476 Goldgroup shares per Gold Resource share will be adjusted by the consolidation ratio post-consolidation.
Amendment is intended to facilitate Goldgroup's NYSE American listing after the merger closing.
All other terms of the Arrangement Agreement from January 25, 2026 remain unchanged.

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