Eric Sprott Announces Voting and Support Agreement for Goldgroup Mining's Proposed Acquisition of Gold Resource Corporation

Rhea-AI Summary

Goldgroup Mining (TSX:GORO) disclosed that Eric Sprott, through 2176423 Ontario Ltd., entered a voting and support agreement with Gold Resource Corporation in connection with Goldgroup's proposed acquisition of GRC under an arrangement agreement.

Under the arrangement, GRC shareholders will receive 1.4476 Goldgroup shares per GRC share, adjusted to 0.3619 Goldgroup shares after a planned 4-for-1 share consolidation by Goldgroup prior to closing. Mr. Sprott holds 30,129,500 Goldgroup shares and 15,852,250 warrants, representing ~10.3% of outstanding shares non-diluted and ~14.9% partially diluted.

A copy of the early warning report will appear on SEDAR+ and may be obtained from Mr. Sprott's office.

Positive

• Eric Sprott agreed to vote his Goldgroup securities in favour of the Proposed Transaction
• Sprott holds 30,129,500 shares, representing ~10.3% non-diluted support

Negative

• Planned 4-for-1 share consolidation adjusts exchange ratio to 0.3619, changing share math for shareholders
• Sprott may buy or sell Goldgroup securities if the Voting Agreement is terminated, adding potential post-close ownership uncertainty

News Market Reaction

+8.07%

21 alerts

+8.07% News Effect

+28.7% Peak in 2 hr 8 min

+$19M Valuation Impact

$260M Market Cap

0.1x Rel. Volume

On the day this news was published, GORO gained 8.07%, reflecting a notable positive market reaction. Argus tracked a peak move of +28.7% during that session. Our momentum scanner triggered 21 alerts that day, indicating elevated trading interest and price volatility. This price movement added approximately $19M to the company's valuation, bringing the market cap to $260M at that time.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

Share exchange ratio: 1.4476 Goldgroup shares Adjusted exchange ratio: 0.3619 Goldgroup shares Share consolidation: 4-for-1 +5 more

8 metrics

Share exchange ratio 1.4476 Goldgroup shares Per share of GRC common stock before share consolidation

Adjusted exchange ratio 0.3619 Goldgroup shares Per share of GRC common stock after four-for-one consolidation

Share consolidation 4-for-1 Goldgroup share consolidation prior to closing

Shares held by Sprott entity 30,129,500 shares Goldgroup common shares held by 2176423 Ontario Ltd.

Warrants held 15,852,250 warrants Goldgroup share purchase warrants held by 2176423 Ontario Ltd.

Ownership non-diluted 10.3% Approximate stake in outstanding Goldgroup shares

Ownership partially diluted 14.9% Assuming exercise of Goldgroup warrants held

Price move today 15.83% GORO 24h price change prior to this news

Market Reality Check

Price: $1.77 Vol: Volume 23,671,473 is 2.97...

high vol

$1.77 Last Close

Volume Volume 23,671,473 is 2.97x the 20-day average of 7,977,425, signaling heavy trading into the deal news. high

Technical Price 1.61 trades above the 200-day MA of 0.69 and is 12.97% below the 52-week high of 1.85, reflecting a sharp rebound from the 0.29 low.

Peers on Argus

GORO is up 15.83% alongside sector strength: TRX (+11.76%), VGZ (+9.09%), GLDG (...

3 Up 1 Down

GORO is up 15.83% alongside sector strength: TRX (+11.76%), VGZ (+9.09%), GLDG (+8.57%), HYMC (+6.58%), USAU (+7.67%). Momentum data shows 3 peers (e.g., TRX, GLDG, HYMC) also moving up with a median move near 17.3%, indicating both deal-specific and broader gold-sector tailwinds.

Common Catalyst Broader gold-sector momentum with multiple junior producers rallying alongside GORO’s announced acquisition by Goldgroup.

Historical Context

5 past events · Latest: Jan 22 (Negative)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Jan 22	Operational disruption	Negative	+18.8%	Illegal blockade caused temporary work stoppage at Don David gold mine.
Jan 20	Operational results	Positive	+24.2%	Strong preliminary year-end results and operational turnaround at Don David mine.
Dec 03	Production update	Positive	+5.0%	Strong initial production from Three Sisters area and Back Forty work resumption.
Nov 04	Earnings report	Negative	-6.8%	Q3 2025 loss, liquidity actions, and stated doubt about going concern.
Nov 03	Conference call notice	Neutral	-0.0%	Announcement of Q3 2025 earnings conference call and participation details.

Pattern Detected

Recent news often triggered large moves, with both positive and negative events producing double‑digit percentage reactions, and one notable divergence where shares rose despite adverse operational news.

Recent Company History

Over the last few months, GORO has issued several material updates. On Nov 4, 2025, Q3 results highlighted losses and going‑concern doubts, and the stock fell 6.85%. Subsequent operational updates on Dec 3, 2025 and Jan 20, 2026 showed strong production and turnaround momentum, with moves of 5.03% and 24.17%. Even an illegal blockade update on Jan 22, 2026 saw a positive 18.8% reaction. Today’s acquisition-related announcement adds a strategic corporate layer to this operational recovery narrative.

Market Pulse Summary

The stock moved +8.1% in the session following this news. A strong positive reaction aligns with bot...

Analysis

The stock moved +8.1% in the session following this news. A strong positive reaction aligns with both the announced Arrangement Agreement and existing sector strength. GORO traded 15.83% higher with volume at 2.97x its 20-day average, while several gold peers also advanced. Historically, GORO has shown sizeable moves around material updates, including prior double‑digit reactions to production and operational news, indicating that investors have been highly sensitive to new information.

Key Terms

voting and support agreement, arrangement agreement, plan of merger, share consolidation, +1 more

5 terms

voting and support agreement financial

"has entered into a voting and support agreement (Voting Agreement) with Gold Resource"

A voting and support agreement is a contract in which certain shareholders promise to vote their shares a specific way and back particular corporate actions, such as a sale, merger, or management proposal. It matters to investors because it creates predictability about the outcome of important votes—similar to a small group agreeing in advance to vote the same way—so it can lock in control, affect deal certainty and influence a stock’s market reaction.

arrangement agreement regulatory

"pursuant to an arrangement agreement and plan of merger (Arrangement Agreement)"

An arrangement agreement is a legally binding plan that sets out the detailed terms and steps for a major corporate action—such as a merger, takeover, restructuring, or sale—and the approvals needed from shareholders, creditors and sometimes a court. It matters to investors because it determines who will own the company, how much they will receive, the timing and conditions for the deal to close, and the likelihood the transaction will actually happen; think of it as the project blueprint and checklist for a big corporate change.

plan of merger regulatory

"arrangement agreement and plan of merger (Arrangement Agreement) between Goldgroup and GRC"

A plan of merger is the legal blueprint that spells out exactly how two or more companies will combine, including what each side will give or receive (cash, stock, or a mix), who will run the combined business, and the conditions that must be met before the deal closes. It matters to investors because it determines how ownership, value and control will change—like a recipe that tells you how ingredients will be combined and what needs to happen before you can serve the final dish—so shareholders and regulators often must approve it and it can materially affect the stock price.

share consolidation financial

"as a result of a four-for-one share consolidation to be completed by Goldgroup"

Share consolidation is a process where a company reduces the total number of its shares by combining multiple existing shares into a smaller number of higher-value shares. This can make each share more expensive and potentially improve the company’s image. For investors, it often means their ownership remains the same, but the value of each share increases, which can influence how the stock is perceived and traded.

early warning report regulatory

"A copy of 2176423 Ontario's early warning report will appear on Goldgroup's profile"

An early warning report is a regulatory filing that publicly discloses when an investor or insider has taken a large or potentially influential position in a company's shares or plans significant actions with those shares. It matters to investors because it flags possible shifts in control, takeover attempts, or concentrated influence—like a neighborhood notice that someone is buying several houses on the block—helping readers reassess risk, valuation, and trading strategy.

AI-generated analysis. Not financial advice.

Toronto, Ontario--(Newsfile Corp. - January 26, 2026) - Further to the press release of Goldgroup Mining Inc. (Goldgroup), dated today, Eric Sprott announces that 2176423 Ontario Ltd., a company which he beneficially owns, has entered into a voting and support agreement (Voting Agreement) with Gold Resource Corporation (GRC), in connection with Goldgroup's agreement to acquire all the shares of GRC pursuant to an arrangement agreement and plan of merger (Arrangement Agreement) between Goldgroup and GRC (Proposed Transaction).

Pursuant to the Arrangement Agreement, GRC's stockholders will receive 1.4476 common shares of Goldgroup for each share of GRC's common stock (adjusted to 0.3619 common shares of Goldgroup for each share of GRC's common stock as a result of a four-for-one share consolidation to be completed by Goldgroup prior to closing.

Pursuant to the Voting Agreement, 2176423 Ontario has agreed, among other things, to vote all of its Goldgroup securities (that have a right to vote) in favour of the Proposed Transaction at any meeting of securityholders held to approve the Proposed Transaction.

Mr. Sprott, through 2176423 Ontario holds 30,129,500 Goldgroup common shares (Shares) and 15,852,250 Share purchase warrants representing approximately 10.3% of the outstanding Shares on a non-diluted basis and 14.9% on a partially diluted basis assuming exercise of such warrants.

Mr. Sprott holds the Goldgroup securities for investment purposes and to support the Proposed Transaction and, depending on market or other conditions, may acquire additional securities of Goldgroup. If the Voting Agreement is terminated, Mr. Sprott may acquire additional securities of Goldgroup including on the open market or through private acquisitions or sell the securities including on the open market or through private dispositions in the future depending on market conditions, reformulation of plans and/or other relevant factors.

Goldgroup is located at 410 - 1111 Melville Street, Vancouver, British Columbia V6E 3V6. A copy of 2176423 Ontario's early warning report will appear on Goldgroup's profile on SEDAR+ at www.sedarplus.ca and may also be obtained by calling Mr. Sprott's office at (416) 945-3294 (2176423 Ontario Ltd., 1106 - 7 King Street East, Toronto, Ontario M5C 3C5).

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/281644

FAQ

What did Eric Sprott agree to in the voting and support agreement for GORO on January 26, 2026?

Eric Sprott, via 2176423 Ontario Ltd., agreed to vote all Goldgroup securities he controls in favour of the Proposed Transaction with GRC.

How many Goldgroup shares and warrants does Eric Sprott hold and what percent of GORO is that?

He holds 30,129,500 Goldgroup shares and 15,852,250 warrants, about 10.3% non-diluted and 14.9% partially diluted.

What exchange ratio will GRC shareholders receive in the Goldgroup acquisition (GORO)?

GRC shareholders will receive 1.4476 Goldgroup shares per GRC share, adjusted to 0.3619 after a planned 4-for-1 consolidation by Goldgroup.

Where can investors find the early warning report related to Eric Sprott's holdings in GORO?

The early warning report will appear on SEDAR+ under Goldgroup's profile and is also available by contacting Mr. Sprott's office at the provided number.

Could Eric Sprott change his Goldgroup holdings after the Voting Agreement ends?

Yes; the announcement states he may acquire or sell Goldgroup securities on the open market or via private transactions if the Voting Agreement is terminated.