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Gold Resource CorpNYSE American LLC
The filing states that NYSE American has complied with its own rules for removal, and that Gold Resource Corp has complied with the exchange’s rules and the requirements of 17 CFR 240.12d2-2(c) governing the voluntary withdrawal of the common stock from listing and registration.
Gold Resource Corporation completed its previously announced merger with Goldgroup Mining Inc. on July 17, 2026. A Goldgroup subsidiary merged with Gold Resource Corporation, which continues as the surviving corporation and is now a direct, wholly owned subsidiary of Goldgroup, resulting in a change of control.
At the effective time, each outstanding share of Gold Resource Corporation common stock was converted into the right to receive 0.3619 Goldgroup common shares, with fractional shares rounded up to the nearest whole share. Goldgroup assumed and converted outstanding stock options, DSUs, RSUs and PSUs into awards for Goldgroup shares based on this exchange ratio, generally preserving prior terms.
Gold Resource Corporation has requested suspension and withdrawal of its NYSE American listing, with a Form 25 to deregister its common stock under Section 12(b), and intends to file a Form 15 to suspend its Exchange Act reporting obligations. Goldgroup has applied to list the resulting issuer shares on the NYSE American under the ticker symbol “GORO,” while reconstituting its board and senior management following the combination.
LITTLE RONALD reported acquisition or exercise transactions in this Form 4 filing.
GOLD RESOURCE CORP director Ronald Little received a grant of 11,082 deferred stock units (DSUs). Each DSU represents the right to receive one share of common stock or cash equal to the value of one share at redemption.
The DSUs vest immediately at grant, meaning they are not forfeitable, and become redeemable at the earlier of the end of Little’s service with the company or ten years from the grant date. Following this award, he holds 11,082 DSUs directly, each linked to an equivalent number of underlying common shares.
MURPHY LILA A reported acquisition or exercise transactions in this Form 4 filing.
GOLD RESOURCE CORP director Lila A. Murphy received a grant of 5,565 deferred stock units (DSUs) tied to the company’s common stock. Each DSU represents the right to receive one share of common stock or cash equal to one share’s value on the redemption date.
The DSUs vest immediately at grant, meaning they are not forfeitable, but they are redeemable only at the earlier of Murphy’s termination of service with the company or ten years from the grant date. After this award, she holds 5,565 DSUs directly, reflecting routine board compensation rather than an open-market trade.
Gold Resource Corporation shareholders approved the Arrangement Agreement and Plan of Merger with Goldgroup Mining Inc., under which Goldgroup Merger Sub Inc. will merge with Gold Resource, leaving Gold Resource as a wholly owned subsidiary of Goldgroup. The merger proposal received 96,312,452 votes for, 4,681,241 against and 294,189 abstentions. Shareholders also approved, on an advisory and non-binding basis, merger-related compensation for named executive officers. Based on current plans and subject to all required approvals and closing conditions, the merger is expected to close on or about July 17, 2026, following a share consolidation by Goldgroup.
Gold Resource Corporation filed an 8-K providing supplemental disclosures for its proposed merger with Goldgroup Mining Inc. The filing adds detail to the definitive proxy statement, including corrected record-date share count and extensive financial projections used in evaluating the transaction.
The record date share count was updated to approximately 163,392,909 common shares outstanding, each with one vote at the special meeting. The company also disclosed stand-alone projections for both Gold Resource and Goldgroup through 2030–2031, including production, all-in sustaining costs, operating cash flow, capital expenditures, and free cash flow.
The projections assume specific gold prices and operating assumptions and were prepared for due diligence, board review, and the financial advisor’s fairness opinion. The company stresses these forecasts are non-GAAP in parts, highly uncertain, not guidance, and should not be relied on as predictions of actual future performance.