Did GORO implement a share consolidation in 2026?

Yes. On July 10, 2026, Goldgroup completed a share consolidation on the basis of one new common share for every four previously outstanding common shares. All share, option, warrant and per-share data in the statements are retrospectively restated for this consolidation.

Goldgroup swings to profit but flags going concern

Q: What is Goldgroup Mining’s profitability for H1 2026?

Goldgroup Mining recorded net income of $0.3 million for the six months ended June 30, 2026, compared with a net loss of $42.3 million in the prior-year period. The improvement follows higher revenue but remains modest relative to the company’s accumulated deficit.

Q: What going-concern risks does GORO highlight in this 6-K?

Management cites recurring operating losses, an accumulated deficit of $226.7 million, and a working capital deficiency of $31.5 million as material uncertainties that may cast significant doubt on Goldgroup’s ability to continue as a going concern.

Q: What does GORO’s balance sheet look like at June 30, 2026?

At June 30, 2026, Goldgroup reported total assets of $69.3 million, total liabilities of $74.9 million, and a shareholders’ deficiency of $5.6 million. Key obligations include a $35.8 million warrant liability, $5.3 million royalty payable, and $8.7 million decommissioning obligations.

Q: How much cash does GORO have, and how did it change?

Cash was $15.7 million at June 30, 2026, up from $9.6 million at December 31, 2025. The increase reflects operating cash flow and prior-period financings, but management still anticipates needing additional financial support over the next 12 months.

Q: What major corporate transaction involving GORO occurred after June 30, 2026?

On July 17, 2026, Goldgroup completed a merger with Gold Resource Corporation, issuing 59,253,705 common shares and assuming equity awards. The transaction added the Don David Gold Mine in Mexico and the Back Forty project in Michigan to its portfolio.

Goldgroup Mining’s June 2026 interim results show sharply higher revenue and a smaller deficit but continued going-concern risk, ahead of its merger with Gold Resource Corporation.

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

6-K

Rhea-AI Filing Summary

Goldgroup Mining Inc. (GORO) filed interim June 30, 2026 financials showing a transformed business following its growth and financing actions. For the six months, revenue rose to $42.3 million from $9.9 million a year earlier, driven by gold sales of $42.0 million. The company recorded modest net income of $0.3 million versus a prior-period loss of $42.3 million, helped by higher production but affected by derivative, finance and foreign exchange items.

Total assets were $69.3 million and total liabilities $74.9 million, leaving a shareholders’ deficiency of $5.6 million, improved from a $15.2 million deficiency at December 31, 2025. Cash increased to $15.7 million, but the company reports a working capital deficiency of $31.5 million, a sizable warrant liability of $35.8 million, decommissioning obligations of $8.7 million and a royalty payable of $5.3 million. Management highlights recurring losses, the deficit of $226.7 million and funding needs as material uncertainties that cast significant doubt on its ability to continue as a going concern. Subsequent to quarter-end, Goldgroup completed a merger with Gold Resource Corporation, adding the Don David Gold Mine in Mexico and the Back Forty project in the U.S., and implemented a 1‑for‑4 share consolidation.

Positive

Revenue surged to $42.3 million for the first half of 2026 versus $9.9 million in 2025, reflecting much higher gold sales and a shift from heavy losses to a small profit.
Shareholders’ deficiency improved from $(15.2) million at December 31, 2025 to $(5.6) million at June 30, 2026, supported by higher equity and reduced warrant liability.
Cash rose to $15.7 million from $9.6 million at year-end 2025, providing more liquidity to support operations.
Completion of the Merger with Gold Resource Corporation adds the Don David Gold Mine and Back Forty development project, expanding Goldgroup’s producing and advanced-stage asset base.

Negative

Management discloses material uncertainties about going concern, citing an accumulated deficit of $226.7 million, history of operating losses, and dependence on future profitable operations or new financing.
The company has a working capital deficiency of $31.5 million as of June 30, 2026, indicating near-term obligations exceed readily realizable assets.
A substantial warrant liability of $35.8 million, decommissioning obligations of $8.7 million and royalty payable of $5.3 million weigh on the balance sheet and add financial risk.
Despite improvements, equity remains negative with shareholders’ deficiency of $5.6 million, underscoring the leveraged capital structure.

Filing Explained

The completed merger issued 59,253,705 shares to Gold Resource holders, creating a direct dilution mechanism for existing common holders.

The July 17, 2026 merger is complete: each Gold Resource Corporation share converted into 0.3619 post-consolidation Goldgroup shares, and Goldgroup issued 59,253,705 common shares while assuming 275,191 options, 481,848 deferred share units, 685,961 restricted share units and 172,584 performance share units.

Issuing these additional shares increases the share count and reduces existing holders’ percentage ownership unless offsetting changes occur. The assumed awards are additional equity-linked instruments rather than cash proceeds reported from this merger.

The filing retains a going-concern disclosure: despite the merger’s completion, management says funding operations, obligations and planned work remains dependent on future profitable operations and/or additional financing.

Key Figures

Revenue H1 2026: $42.3 million Net income (loss) H1 2026: $0.3 million income Cash balance: $15.7 million +5 more

8 metrics

Revenue H1 2026 $42.3 million Six months ended June 30, 2026; compared with $9.9 million in 2025

Net income (loss) H1 2026 $0.3 million income Six months ended June 30, 2026; versus $42.3 million loss in 2025

Cash balance $15.7 million Cash as of June 30, 2026; up from $9.6 million at December 31, 2025

Working capital deficiency $31.5 million Current assets less current liabilities as of June 30, 2026

Warrant liability $35.8 million Derivative warrant liability as of June 30, 2026; down from $46.0 million

Shareholders’ deficiency $5.6 million Equity (deficit) as of June 30, 2026; improved from $15.2 million deficiency

Gold sales H1 2026 $42.0 million Gold sales revenue for six months ended June 30, 2026; $9.8 million in 2025

Royalty payable $5.3 million Royalty payable balance as of June 30, 2026, including San Francisco obligations

Key Terms

going concern, net smelter royalty, decommissioning obligations, Concurso Mercantil, +2 more

6 terms

going concern financial

"These matters result in material uncertainties which may cast significant doubt about the Company’s ability to continue as a going concern"

Going concern is the accounting assumption that a company will keep operating and meeting its obligations for the foreseeable future. The phrase matters most when a company or its auditors disclose substantial doubt about it, a formal warning that the business may not have enough resources to continue without raising money, restructuring, or selling assets. That language in a filing or press release signals elevated financial risk.

net smelter royalty financial

"The Company’s Cerro Prieto mining concessions have an existing 2% net smelter royalty"

A net smelter royalty (NSR) is a contractual payment to the holder of mineral rights equal to a fixed percentage of the revenue from the sale of mined metals after they have been processed and basic costs like smelting and transport are deducted. Think of it as a toll on each shipment of metal: it reduces the operator’s take from production but provides the royalty holder with a steady, production-linked income stream that investors use to value both mines and royalty assets.

decommissioning obligations financial

"Decommissioning obligations $8,708 as at June 30, 2026"

Concurso Mercantil regulatory

"Molimentales del Noroeste was acquired through a Concurso Mercantil process"

warrant liability financial

"The fair value of the warrant liabilities is determined using the Black-Scholes option pricing model"

Warrant liability is the financial obligation a company records when it grants warrants—special options giving the holder the right to buy company shares at a set price in the future. It matters to investors because changes in this liability can affect a company's reported earnings and overall financial health, similar to how a pending contract can influence a company's future value.

IFRS 18 financial

"IFRS 18, Presentation and Disclosure in Financial Statements, is effective for annual reporting periods"

FAQ

How did GORO’s revenue perform for the first half of 2026?

For the six months ended June 30, 2026, Goldgroup Mining reported revenue of $42.3 million, up from $9.9 million in the same period of 2025. This was almost entirely from gold sales of $42.0 million, reflecting significantly higher production and sales volumes.

What is Goldgroup Mining’s profitability for H1 2026?

Goldgroup Mining recorded net income of $0.3 million for the six months ended June 30, 2026, compared with a net loss of $42.3 million in the prior-year period. The improvement follows higher revenue but remains modest relative to the company’s accumulated deficit.

What going-concern risks does GORO highlight in this 6-K?

Management cites recurring operating losses, an accumulated deficit of $226.7 million, and a working capital deficiency of $31.5 million as material uncertainties that may cast significant doubt on Goldgroup’s ability to continue as a going concern.

What does GORO’s balance sheet look like at June 30, 2026?

At June 30, 2026, Goldgroup reported total assets of $69.3 million, total liabilities of $74.9 million, and a shareholders’ deficiency of $5.6 million. Key obligations include a $35.8 million warrant liability, $5.3 million royalty payable, and $8.7 million decommissioning obligations.

How much cash does GORO have, and how did it change?

Cash was $15.7 million at June 30, 2026, up from $9.6 million at December 31, 2025. The increase reflects operating cash flow and prior-period financings, but management still anticipates needing additional financial support over the next 12 months.

What major corporate transaction involving GORO occurred after June 30, 2026?

On July 17, 2026, Goldgroup completed a merger with Gold Resource Corporation, issuing 59,253,705 common shares and assuming equity awards. The transaction added the Don David Gold Mine in Mexico and the Back Forty project in Michigan to its portfolio.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 6-K: How Foreign Companies Report to the SEC →

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Available on EDGAR 09/04/2026 - 06:07 AM Accepted by SEC EDGAR 09/03/2026 - 07:48 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

For the month of: August 2026

Commission File Number: 001-43406

Goldgroup Mining Inc.

(Translation of registrant’s name into English)

1111 Melville Street, Suite 410

Vancouver, British Columbia, V6E 3V6, Canada

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:


Form 20-F	☐	Form 40-F	☒

INFORMATION CONTAINED IN THIS REPORT ON FORM 6-K

This Report of Foreign Private Issuer on Form 6-K (this “Report”) of Goldgroup Mining Inc. (the “Registrant”) consists of (i) interim financial statements, management’s discussion and analysis, and related exhibits, each dated August 31, 2026, and (ii) a business acquisition report dated August 25, 2026.

Exhibits 99.1, 99.2, 99.3, and 99.4 included with this Report are hereby incorporated by reference into the Registrant’s Registration Statement on Form S-8 (File No. 333-298102) (including any prospectuses forming a part of such registration statement) and shall be a part thereof from the date on which this Report is furnished, to the extent not superseded by documents or reports subsequently filed or furnished.

EXHIBIT INDEX


Exhibit No.		Description
99.1		Interim Financial Statements dated August 31, 2026
99.2		Interim MD&A dated August 31, 2026
99.3		Certification of Interim Filings - CEO dated August 31, 2026
99.4		Certification of Interim Filings - CFO dated August 31, 2026
99.5		Technical Report (NI 43-101) for DDGM dated March 30, 2026
99.6		Certificate of qualified person (NI 43-101) dated March 30, 2026
99.7		Certificate of qualified person (NI 43-101) dated March 30, 2026
99.8		Certificate of qualified person (NI 43-101) dated March 30, 2026
99.9		Certificate of qualified person (NI 43-101) dated March 30, 2026
99.10		Consent of qualified person (NI 43-101) dated March 30, 2026
99.11		Consent of qualified person (NI 43-101) dated March 30, 2026
99.12		Consent of qualified person (NI 43-101) dated March 30, 2026
99.13		Consent of qualified person (NI 43-101) dated March 30, 2026
99.14		Technical Report (NI 43-101) for Back Forty dated November 15, 2023
99.15		Consent of qualified person (NI 43-101) dated November 15, 2023
99.16		Consent of qualified person (NI 43-101) dated November 15, 2023
99.17		Consent of qualified person (NI 43-101) dated November 15, 2023
99.18		Consent of qualified person (NI 43-101) dated November 15, 2023
99.19		Consent of qualified person (NI 43-101) dated November 15, 2023
99.20		Consent of qualified person (NI 43-101) dated November 15, 2023
99.21		Consent of qualified person (NI 43-101) dated November 15, 2023
99.22		Consent of qualified person (NI 43-101) dated November 15, 2023
99.23		Consent of qualified person (NI 43-101) dated November 15, 2023
99.24		Business Acquisition Report dated August 24, 2026

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.


	GOLDGROUP MINING INC.
	(Registrant)
Date: September 3, 2026	By:	/s/ Chet Holyoak
		Name:	Chet Holyoak
		Title:	Chief Financial Officer

Exhibit 99.1

Goldgroup Mining Inc.

Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2026 and 2025

(unaudited and expressed in thousands of US dollars, except where indicated)

Goldgroup Mining Inc.

Condensed Interim Consolidated Statements of Financial Position

For the periods ended June 30, 2026 and December 31, 2025

(amounts expressed in thousands of US dollars, except where indicated - Unaudited)


		June 30,			December 31,
	Note	2026			2025
Assets
Current assets
Cash		$	15,715		$	9,611
Other receivables and prepaid expenses	4		4,753			2,798
Inventory	6		8,033			16,176
Assets held for sale	10		—			5,423
Note receivable	10		2,000			—
			30,501			34,008
Receivables	4		1,224			1,807
Property, plant and equipment	7		21,349			20,378
Right of use asset	13		127			36
Mineral properties	9		13,896			13,946
Exploration and evaluation assets	11		2,192			1,489
Total assets		$	69,289		$	71,664
Liabilities
Current liabilities
Accounts payable and accrued liabilities		$	24,991		$	25,202
Current lease liability	13		21			10
Warrant liability	14		35,822			45,992
Deposit received on proceeds of sale	10		—			2,445
Liabilities held for sale	10		—			422
Royalty payable	9, 12		1,210			251
			62,044			74,322
Lease liability	13		110			28
Royalty payable	9, 12		4,071			4,033
Decommissioning obligations			8,708			8,446
Total liabilities			74,933			86,829
Shareholders’ deficiency
Share capital	15		208,279			198,909
Contingent share consideration	20		3,305			3,305
Reserves			9,492			9,613
Deficit			(226,720)			(226,992)
Total shareholders’ deficiency			(5,644)			(15,165)
Total liabilities and shareholders’ deficiency		$	69,289		$	71,664

Nature of operations and going concern (note 1)

Commitments (note 20)

Subsequent events (note 24)

Approved by the Board of Directors

”Lila Manassa Murphy” Director ”Ron Little” Director

The accompanying notes are an integral part of these condensed interim consolidated financial statements

Goldgroup Mining Inc.

Condensed Interim Consolidated Statements of Income (Loss) and Comprehensive Income (Loss)

For the three and six months ended June 30, 2026 and 2025

(amounts expressed in thousands of US dollars, except where indicated)


			Three months ended June 30,				Six months ended June 30,
	Note		2026		2025		2026		2025
Revenue
Gold sales		$	21,031	$	5,317	$	41,998	$	9,825
Silver sales			75		47		303		119
Cost of operation			21,106		5,364		42,301		9,944
Cost of sales	17		(14,512)		(3,476)		(32,112)		(6,230)
Depreciation and depletion	7, 9, 13		(365)		(183)		(848)		(352)
			6,229		1,705		9,341		3,362
Depreciation	13		(6)		(3)		(7)		(5)
Share-based compensation	15, 16		—		(10)		—		(31)
General and administrative			(49)		(739)		(498)		(898)
Salary and consulting	16		(212)		(154)		(612)		(311)
Professional fees	16		(1,548)		(425)		(3,298)		(899)
Care and maintenance – San Francisco	12		(1,711)		—		(2,542)		—
Impairment of Pinos Project	10		—		(27,648)		—		(27,648)
Finance cost	18		(910)		(31)		(1,263)		(62)
Exploration costs			—		(193)		(161)		(306)
Unrealized derivative gain (loss) – warrant liability	14		(4,777)		(8,013)		2,827		(15,743)
Foreign exchange gain (loss)			(1,455)		301		(1,321)		107
Other income			84		72		144		87
Income (Loss) before income taxes			(4,355)		(35,138)		2,610		(42,347)
Income taxes (expense) recovery – current			(1,725)		8		(2,338)		4
Income (Loss) and comprehensive income (loss)			(6,080)		(35,130)		272		(42,343)
Income (Loss) per share – Basic and diluted		$	(0.02)	$	(0.68)	$	0.00	$	(0.96)
Weighted average shares outstanding (000’s)
Basic			74,624		51,888		74,193		44,040
Diluted			74,624		51,888		82,077		44,040
Total shares issued and outstanding (000’s)			75,514		54,821		75,514		54,821

The accompanying notes are an integral part of these condensed interim consolidated financial statements

Goldgroup Mining Inc.

Condensed Interim Consolidated Statements of Cash Flows

For the three and six months ended June 30, 2026 and 2025

(amounts expressed in thousands of US dollars, except where indicated - Unaudited)


		Three months ended June 30,				Six months ended June 30,
	Note	2026		2025		2026		2025
Cash flows provided (used) by operating activities
Income (loss) for the period		$	(6,080)	$	(35,130)	$	272	$	(42,343)
Items not affecting cash
Depreciation	7, 13		379		169		544		243
Depletion	9		34		26		50		37
Share-based compensation	15		—		10		—		31
Finance cost - decommissioning obligation	18		133		33		262		62
Impairment of exploration and evaluation property			—		27,648		—		27,648
Accretion on royalty payable	12		774		—		997		—
Unrealized foreign exchange (gain) loss			(44)		10		(7)		3
Unrealized derivative gain (loss) – warrant liability	14		4,777		8,013		(2,827)		15,743
Finance cost - accretion on lease liability	18		3		1		4		3
Change in non-cash operating working capital
Increase in other receivables and prepaid expenses			(1,126)		(1,492)		(1,372)		(2,350)
Decrease (increase) in inventory			1,197		(1,580)		8,307		(2,511)
Increase (decrease) in accounts payable and accrued liabilities			1,304		(1,817)		(213)		(1,540)
			1,351		(4,109)		6,017		(4,974)
Cash flows provided (used) by financing activities
Proceeds on warrant exercises	15		958		1,338		1,813		2,633
Proceeds on stock option exercises	15		—		8		83		33
Proceeds received on private placement	15		—		10,809		—		18,481
Lease payments	13		(5)		(3)		(9)		(7)
			953		12,152		1,887		21,140
Cash flows provided (used) in investing activities
Purchase of property, plant and equipment	7		(1,252)		(676)		(1,647)		(1,338)
Proceeds on sale of Pinos Project	10		—		—		550		—
Exploration cost	11		(703)		—		(703)		—
Cash received on acquisition	10		—		24		—		24
Acquisition costs	10		—		(96)		—		(96)
			(1,955)		(748)		(1,800)		(1,410)
Increase in cash			349		7,295		6,104		14,756
Cash – beginning of period			15,366		7,827		9,611		366
Cash – end of period		$	15,715	$	15,122	$	15,715	$	15,122

Supplemental cash flow information (note 22)

The accompanying notes are an integral part of these condensed interim consolidated financial statements

Goldgroup Mining Inc.

Condensed Interim Consolidated Statements of Changes in Shareholders’ Equity (Deficiency)

(amounts expressed in thousands of US dollars, except where indicated - Unaudited)


							Share
							based						Subscription
							compensation		Equity		Foreign		proceeds
					Contingent		and		portion of		currency		received
		Shares	Share		shares		warrant		convertible		translation		in				Total
	Notes	(‘000)	capital		(Note 20)		reserves		debt		reserves		advance		Deficit		equity
January 1, 2026		73,127	$	198,909	$	3,305	$	9,917	$	4	$	(308)	$	—	$	(226,992)	$	(15,165)
Income for the period		—		—		—		—		—		—		—		272		272
Exercise of stock options	15	381		190		—		(107)		—		—		—		—		83
Exercise of warrants	14, 15	2,006		9,180		—		(14)		—		—		—		—		9,166
Balance at June 30, 2026		75,514	$	208,279	$	3,305	$	9,796	$	4	$	(308)	$	—	$	(226,720)	$	(5,644)

January 1, 2025		25,356	$	138,277	$	3,305	$	8,968	$	4	$	(308)	$	—	$	(158,612)	$	(8,366)
Loss for the period		—		—		—		—		—		—		—		(42,343)		(42,343)
Private placement, net	14, 15	22,048		11,808		—		—		—		—		—		—		12,056
Share issuance costs	15	383		(707)		—		459		—		—		—		—		(248)
Share-based compensation	15	—		—		—		31		—		—		—		—		31
Exercise of stock options	15	291		64		—		(31)		—		—		—		—		33
Exercise of warrants	14	6,743		7,314		—		(206)		—		—		—		—		6,860
Share to be issued on acquisition	10	—		—		—		—		—		—		35,962		—		35,962
Balance at June 30, 2025		54,821	$	156,756	$	3,305	$	9,221	$	4	$	(308)	$	35,962	$	(200,955)	$	3,985

The accompanying notes are an integral part of these condensed interim consolidated financial statements

Goldgroup Mining Inc.

Notes to Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2026 and 2025

(amounts expressed in thousands of US dollars, except where indicated - Unaudited)

Nature of operations and going concern

Nature of operations

Goldgroup Mining Inc. is the parent company of its consolidated group ("Goldgroup'' or the "Company''). Goldgroup was incorporated in Quebec under the Business Corporations Act (Québec) and on July 28, 2011 it was continued under the Business Corporations Act (British Columbia). Its head office is located at Suite 410 – 1111 Melville St., Vancouver BC, V6E 3V6. As at June 30, 2026, Goldgroup together with its subsidiaries, was a Canadian-based gold producer focused on the acquisition, exploration and development of advanced stage gold-bearing mineral properties. Goldgroup owns a property portfolio that includes a 100% interest in the operating Cerro Prieto project in Sonora. Subsequent to June 30, 2026, on July 17, 2026, the Company completed a merger with Gold Resource Corporation (Note 18), pursuant to which the Company acquired the producing Don David Gold Mine in Oaxaca, Mexico and the Back Forty development project in Michigan, United States. The Company is listed on (i) the TSX Venture Exchange (“TSXV”) and (ii) following the Company’s acquisition of Gold Resource Corporation on July 17, 2026, the NYSE American, in each case under the “GORO” trading symbol.

Going Concern

The Company has experienced recurring operating losses and has an accumulated deficit of $226,720 as at June 30, 2026. In addition, as at June 30, 2026, the Company has working capital deficiency of $31,543. Working capital is defined as current assets less current liabilities and provides a measure of the Company’s ability to settle liabilities that are due within one year with assets that are also expected to be converted into cash within one year.

In assessing the Company's ability to continue as a going concern, management has considered the anticipated contribution of operating cash flows from the post-merger combined group's expanded portfolio of producing mines. Notwithstanding the completion of the merger, the Company continues to have an accumulated deficit and a history of recurring operating losses, and management's ability to fund the combined group's operations, service its obligations as they come due, and advance its planned work programs remains dependent on its ability to generate future profitable operations and/or obtain the necessary financing to conduct its planned work program on its mineral properties, meet its on-going levels of corporate overhead and commitments, keep its properties in good standing and discharge its liabilities as they come due.

These matters result in material uncertainties which may cast significant doubt about the Company’s ability to continue as a going concern. These condensed interim consolidated financial statements do not include any adjustments that would be necessary if the going concern assumption were not appropriate. If the going concern basis was not appropriate for these condensed interim consolidated financial statements, then adjustments would be necessary in the carrying value of assets and liabilities, the reported revenues and expenses, and the classifications used in the statement of financial position.

Recent global issues, including political conflict in other regions, have adversely affected workplaces, economies, supply chains, and financial markets globally. It is not possible for the Company to predict the duration or magnitude of the adverse results of these issues and their effects on the Company's business or results of operations at this time.

On July 10, 2026, the Company completed a share consolidation on the basis of one (1) new common share for every four (4) previously outstanding common shares. All share, per share, stock option, and warrant information has been retrospectively restated in these condensed interim consolidated financial statements to reflect this share consolidation.

Basis of presentation

These condensed interim consolidated financial statements have been prepared in accordance with IAS 34 – Interim Financial Reporting as issued by the International Accounting Standards Board (“IASB”). Accordingly, certain disclosures included in annual financial statements prepared in accordance with IFRS Accounting Standards (“IFRS”) as issued by the IASB have been condensed or omitted and these condensed interim consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements for the year ended December 31, 2025.

The accounting policies applied in these condensed interim consolidated financial statements are consistent with those applied and disclosed in the Company’s audited financial statements for the year ended December 31, 2025.

Goldgroup Mining Inc.

Notes to Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2026 and 2025

(amounts expressed in thousands of US dollars, except where indicated - Unaudited)

The Company’s interim results are not necessarily indicative of its results for a full year.

These condensed interim consolidated financial statements were approved by the Board of Directors on August 31, 2026.

Estimates, risks and uncertainties

The preparation of financial statements in conformity with IFRS requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

The Company’s management makes judgments in its process of applying the Company’s accounting policies in the preparation of its condensed interim consolidated financial statements. In addition, the preparation of the financial data requires that the Company’s management make assumptions and estimates of the effects of uncertain future events on the carrying amounts of the Company’s assets and liabilities at the end of the reporting period and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates as the estimation process is inherently uncertain. Estimates are reviewed on an ongoing basis based on historical experience and other factors that are considered to be relevant under the circumstances. Revisions to estimates and the resulting effects on the carrying amounts of the Company’s assets and liabilities are accounted for prospectively.

Significant judgments in applying accounting policies

The critical judgments that the Company’s management has made in the process of applying the Company’s accounting policies, apart from those involving estimations, that have the most significant effect on the amounts recognized in the Company’s condensed interim consolidated financial statements are as follows:

(i)

Impairment of assets

The carrying value of property, plant and equipment and the Company’s mineral property is reviewed each reporting period to determine whether there is any indication of impairment. If the carrying amount of an asset exceeds its recoverable amount, the asset is impaired and an impairment loss is recognized in profit or loss. The assessment of fair values, including those of the cash-generating units, require the use of estimates and assumptions for recoverable production, long-term commodity prices, discount rates, foreign exchange rates, future capital requirements and operating performance. Changes in any of the assumptions or estimates used in determining the fair value of assets could impact the impairment analysis.

(ii)

Impairment indicators for exploration and evaluation assets

Management applies judgment in assessing whether facts and circumstances indicate that the carrying amount of exploration and evaluation assets may exceed their recoverable amount. In making this assessment, management considers, among other matters, the period for which the entity has the right to explore in the specific area, plans for further exploration and evaluation, the results of exploration work to date, whether substantive expenditure on further exploration is budgeted or planned, and whether data exists that suggest the carrying amount is unlikely to be fully recovered from successful development or by sale. The use of judgment is particularly important in the early stages of a project where limited information may be available.

(iii)

Economic recoverability and probability of future economic benefits of exploration and development costs

Management has determined that exploratory drilling and evaluation costs incurred which have been capitalized are economically recoverable. Management uses several criteria in its assessments of economic recoverability and probability of future economic benefit including geologic and metallurgic information, history of conversion of mineral deposits to proven and probable reserves, scoping and feasibility studies, accessible facilities, existing permits and life of mine plans.

(iv)

Functional currency

The functional currency for each of the Company and its subsidiaries is the currency of the primary economic environment in which the entity operates. The Company has determined that the functional currency of each entity is the US dollar. Determination of functional currency may involve certain judgments to determine the primary economic environment and the Company reconsiders the functional currency of its entities if there is a change in events and conditions which determined the primary economic environment.

Goldgroup Mining Inc.

Notes to Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2026 and 2025

(amounts expressed in thousands of US dollars, except where indicated - Unaudited)

Key sources of estimation uncertainty

The areas which require management to make significant estimates and assumptions in determining carrying values include, but are not limited to:

(i)

Mineral resource estimation

The carrying value and recoverability of mineral properties requires management to make certain estimates, judgments and assumptions about each project. Management considers the economics of the project, including the latest resources prices and the long-term forecasts, and the overall economic viability of the project. The determination of mineral resources also requires the use of estimates. The Company estimates its mineral resources based on information compiled by Qualified Persons as defined in accordance with National Instrument 43-101, Standards for Disclosure of Mineral Projects. There are numerous uncertainties inherent in estimating mineral resources and assumptions that are valid at the time of estimation which may change significantly when new information becomes available. Changes in the forecasted prices of commodities, exchange rates, production costs or recovery rates may change the economic status of resources and may result in changes to resource estimates.

(ii)

Depreciation and depletion

Plant and other facilities used directly in mining activities are depreciated using the unit-of-production (“UOP”) method over a period not to exceed the estimated life of the ore body based on recoverable ounces to be mined from estimated resources. Mobile and other equipment are depreciated, net of residual value, on a straight-line basis, over the useful life of the equipment to the extent that the useful life does not exceed the related estimated life of the mine based on estimated recoverable resources.

The calculation of the UOP rate, and therefore the annual depreciation and depletion expense, could be materially affected by changes in the underlying estimates. Changes in estimates can be the result of actual future production differing from current forecasts of future production, expansion of mineral reserves through exploration activities, differences between estimated and actual costs of mining and differences in gold price used in the estimation of mineral reserves.

Significant judgment is involved in the determination of useful life and residual values for the computation of depreciation and depletion and no assurance can be given that actual useful lives and residual values will not differ significantly from current assumptions.

(iii)

Decommissioning and restoration provision

The Company assesses its provision for reclamation and remediation on an annual basis or when new material information becomes available. Mining and exploration activities are subject to various laws and regulations governing the protection of the environment. In general, these laws and regulations are continually changing and the Company has made, and intends to make in the future, expenditures to comply with such laws and regulations. Accounting for reclamation and remediation obligations requires management to make estimates of the future costs the Company will incur to complete the reclamation and remediation work required to comply with existing laws and regulations at each mining operation and exploration and development property. Actual costs incurred may differ from those amounts estimated. Also, future changes to environmental laws and regulations could increase the extent of reclamation and remediation work required to be performed by the Company. Increases in future costs could materially impact the amounts charged to operations for reclamation and remediation. The provision represents management’s best estimate of the present value of the future reclamation and remediation obligation. The actual future expenditures may differ from the amounts currently provided.

(iv)

Contingencies

Due to the size, complexity and nature of the Company’s operations, various legal and tax matters are outstanding from time to time. In the event that management’s estimate of the future resolution of these matters changes, the Company will recognize the effects of the changes in its consolidated financial statements on the date such changes occur.

Goldgroup Mining Inc.

Notes to Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2026 and 2025

(amounts expressed in thousands of US dollars, except where indicated - Unaudited)

(v)

Deferred taxes

In assessing the probability of realizing income tax assets recognized, management makes estimates related to expectations of future taxable income, expected timing of reversals of existing temporary differences and the likelihood that tax positions taken will be sustained upon examination by applicable tax authorities. Estimates of future taxable income are based on forecasted cash flows from operations and the application of existing tax laws in each jurisdiction. Forecasted cash flows from operations are based on life of mine projections internally developed and reviewed by management. The likelihood that tax positions taken will be sustained upon examination by applicable tax authorities is assessed based on individual facts and circumstances of the relevant tax position evaluated in light of all available evidence. Where applicable tax laws and regulations are either unclear or subject to ongoing varying interpretations, it is reasonably possible that changes in these estimates can occur that materially affect the amounts of income tax assets recognized. At the end of each reporting period, the Company reassesses unrecognized income tax assets.

(vi)

Derivative valuation

The fair value of the warrant liabilities is determined using the Black-Scholes option pricing model, which requires the use of estimates and assumptions, including share price volatility, expected life, risk-free interest rate and expected dividends. Changes in any of the assumptions or estimates used in the valuation could impact the fair value of the derivative warrant liabilities and the amounts recognized in profit or loss.

(vii)

Valuation of inventory

Expenditures incurred, and depreciation and depletion of assets used in mining and processing activities are deferred and accumulated as the cost of ore in stockpiles, ore on leach pads, in-process and finished metal inventories. These deferred amounts are carried at the lower of average cost or net realizable value (“NRV”). Write-downs of ore in stockpiles, ore on leach pads, in-process and finished metal inventories resulting from NRV impairments are reported as a component of current period costs. The primary factors that influence the need to record write-downs include prevailing and long-term metal prices and prevailing costs for production inputs such as labour, fuel and energy, materials and supplies, as well as realized ore grades and actual production levels.

Costs are attributed to the leach pads based on current mining costs, including applicable depreciation and depletion relating to mining operations incurred up to the point of placing the ore on the pad. Costs are removed from the leach pad based on the average cost per recoverable ounce of gold on the leach pad as the gold is recovered. Estimates of recoverable gold on the leach pads are calculated from the quantities of ore placed on the pads, the grade of ore placed on the leach pads and an estimated percentage of recovery. Timing and ultimate recovery of gold contained on leach pads can vary significantly from the estimates. The quantities of recoverable gold placed on the leach pads are reconciled to the quantities of gold actually recovered (metallurgical balancing), by comparing the grades of ore placed on the leach pads to actual ounces recovered. The nature of the leaching process inherently limits the ability to precisely monitor inventory levels. As a result, the metallurgical balancing process is constantly monitored and the engineering estimates are refined based on actual results over time. The ultimate recovery of gold from a pad will not be known until the leaching process is completed.

The allocation of costs to ore on leach pads and in-process inventories and the determination of NRV involve the use of estimates. There is a high degree of judgment in estimating future costs, future production levels, reserves estimates, gold and silver prices, and the ultimate estimated recovery for ore on leach pads. There can be no assurance that actual results will not differ significantly from estimates used in the determination of the carrying value of inventories.

New accounting standards

IFRS 18, Presentation and Disclosure in Financial Statements

In April 2024, the IASB issued IFRS 18, Presentation and Disclosure in Financial Statements, which will replace IAS 1, Presentation of Financial Statements. IFRS 18 introduces new requirements for presentation within the statement of profit or loss, including defined categories and subtotals, and requires additional disclosure for certain management-defined performance measures. The standard also includes enhanced guidance on aggregation and disaggregation of information in the financial statements. IFRS 18 is effective for annual reporting periods beginning on or after January 1, 2027, with earlier application permitted. The Company is currently assessing the impact of IFRS 18 on its financial statements.

Goldgroup Mining Inc.

Notes to Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2026 and 2025

(amounts expressed in thousands of US dollars, except where indicated - Unaudited)

Other receivables and prepaid expenses


	June 30,		December 31,
	2026		2025
Current asset
Financial assets
Other receivables	$	206	$	218
Employee receivables		95		233
Non-Financial assets
Value-added tax receivables		3,538		1,820
Total receivables		3,839		2,271
Prepaid expenses		914		527
	$	4,753	$	2,798
Non-current assets
Non-Financial assets
Value-added tax receivables		—		489
Other receivables		1,224		1,318
	$	1,224	$	1,807

Financial instruments

Fair values of financial instruments

The accounting classification of each category of financial instruments, and the level within the fair value hierarchy in which they have been classified are set out below:


	Fair Value		June 30,		December 31,
	Hierarchy Level		2026		2025
Financial assets
Amortized cost
Cash ⁽¹⁾	N/A	$	15,715	$	9,611
Receivables ⁽¹⁾	N/A		301		451
Assets held for sale	N/A		—		35
Note receivable	N/A		2,000		—

Financial liabilities
Other financial liabilities
Accounts payable & accrued liabilities ⁽¹⁾	N/A		24,991		25,202
Liabilities held for sale	N/A		—		422
Royalty payable	Level 2		5,281		4,284
Lease liability	N/A		131		38
Warrant liability ⁽²⁾	Level 3		35,822		45,992

(1)

The carrying value of cash, receivables and accounts payable and accrued liabilities approximates fair value due to the short-term nature of these items.

(2)

The Company applies a standard Black-Scholes model to value the warrant liability as described in note 14.

Credit risk

Credit risk is the risk of an unexpected loss if a customer or third party to a financial instrument fails to meet its contractual obligations. Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash. The majority of the Company’s cash is held through large Canadian financial institutions. Receivables are primarily due from government agencies.

Goldgroup Mining Inc.

Notes to Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2026 and 2025

(amounts expressed in thousands of US dollars, except where indicated - Unaudited)

Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company manages liquidity risk through the management of its capital structure as described in note 21. The accounts payable and accrued liabilities, and current lease liability are due within the current operating period. The Company is exposed to liquidity risk.

Price risk

Price risk is the risk that the trading price of the Company’s shares will fluctuate and result in an increase or decrease in value of the warrant liability.

Commodity price risk

The Company is exposed to commodity price risk given that its revenues are derived from the sale of metals, the price of which has been historically volatile.

Interest rate risk

Interest rate risk is the risk that the fair value of future cash flows from a financial instrument will fluctuate because of changes to market interest rates. The Company is exposed from time to time to interest rate risk as a result of holding fixed income cash equivalents and investments, of varying maturities and loans payable. A 1% change in market interest rates would result in no significant change in value of cash or fixed income securities. The risk that the Company will realize a loss as a result of a decline in the fair value of these assets is limited as they are generally held to maturity.

Foreign exchange risk

The Company operates in Canada and Mexico and is exposed to foreign exchange risk arising from transactions denominated in foreign currencies.

The operating results and the financial position of the Company are reported in United States dollars. Fluctuations of the operating currencies in relation to the United States dollar will have an impact upon the reported results of the Company and may also affect the value of the Company’s assets and liabilities.

The Company’s financial assets and liabilities as at June 30, 2026 are denominated in United States Dollars, Canadian Dollars, and Mexican Pesos, and are set out in the following table:


		Canadian Dollars		US Dollars		Mexican Pesos		Total
Financial assets
Cash	$	1,431	$	8,597	$	5,687	$	15,715
Receivables - other		—		301		—		301
		1,431		8,898		5,687		16,016
Financial liabilities
Accounts payable and accrued liabilities		(591)		(5,205)		(19,195)		(24,991)
Lease liability		(131)		—		—		(131)
Royalty payable		—		(5,281)		—		(5,281)
Warrant liability		(35,822)		—		—		(35,822)
Net financial liabilities	$	(35,113)	$	(1,588)	$	(13,508)	$	(50,209)

Goldgroup Mining Inc.

Notes to Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2026 and 2025

(amounts expressed in thousands of US dollars, except where indicated - Unaudited)

The Company’s financial assets and liabilities as at December 31, 2025 are denominated in United States Dollars, Canadian Dollars, and Mexican Pesos, and are set out in the following table:


		Canadian Dollars		US Dollars		Mexican Pesos		Total
Financial assets
Cash	$	5,888	$	3,680	$	43	$	9,611
Receivables - other		—		451		—		451
		5,888		4,131		43		10,062
Financial liabilities
Accounts payable and accrued liabilities		(309)		(12,894)		(11,999)		(25,202)
Lease liability		(38)		—		—		(38)
Royalty payable		—		(4,284)		—		(4,284)
Warrant liability		(45,992)		—		—		(45,992)
Liabilities held for sale		—		—		(422)		(422)
Net financial liabilities	$	(40,451)	$	(13,047)	$	(12,378)	$	(65,876)

The Company’s reported results will be affected by changes in the US dollar to Canadian dollar and US dollar to Mexican Pesos exchange rate. As of June 30, 2026, a 10% appreciation of the Canadian dollar relative to the US dollar would have decreased net financial assets by approximately $3,498 (December 31, 2025 - $4,045). A 10% depreciation of the US Dollar relative to the Canadian dollar would have had the equal but opposite effect. A 10% appreciation of the Mexican Pesos relative to the US dollar would have decreased net financial assets by approximately $1,351 (December 31, 2025 -$1,196) and a 10% depreciation of the Mexican Pesos would have had an equal but opposite effect. The Company has not entered into any agreements or purchased any instruments to hedge possible currency risk.

The table below summarizes the maturity profile of the Company’s non-derivative financial liabilities.


June 30, 2026	Current – within 1 year		Non- current – 1 to 3 years
Accounts payable and accrued liabilities	$	24,991	$	—
Lease liability		21		110
Royalty payable		1,210		4,071
	$	26,222	$	4,181


December 31, 2025	Current – within 1 year		Non- current – 1 to 3 years
Accounts payable and accrued liabilities	$	25,202	$	—
Lease liability		10		28
Royalty payable		251		4,033
Liabilities held for sale		422		—
	$	25,885	$	4,061

Inventory


	June 30, 2026		December 31, 2025
Consumable supplies	$	3,135	$	3,002
Work in progress		3,453		5,839
Finished goods		1,254		6,663
Stockpile		191		672
	$	8,033	$	16,176

Cost of sales represents the amount of product inventory recognized as an expense. The Company’s inventory on hand is located at the Cerro Prieto mine and San Francisco Project in Mexico.

Goldgroup Mining Inc.

Notes to Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2026 and 2025

(amounts expressed in thousands of US dollars, except where indicated - Unaudited)

Property, plant and equipment


	Cost				Additions Per
	December 31,				Molimentales				December 31,
	2024		Additions		Acquisition		Disposals		2025		Additions		Disposals		June 30, 2026
Plant and mining equipment	$	12,933	$	2,627	$	16,385	$	—	$	31,945	$	1,172	$	—	$	33,117
Machinery		2,826		589		—		—		3,415		210		—		3,625
Office and furniture		182		17		—		—		199		13		—		212
Vehicles		936		124		—		(4)		1,056		252		—		1,308
Lab equipment		97		49		—		—		146		—		—		146
	$	16,974	$	3,406	$	16,385	$	(4)	$	36,761	$	1,647	$	—	$	38,408


	Accumulated
	Depreciation						December 31,
	December 31, 2024		Depreciation		Disposals		2025		Depreciation		Disposals Disposals		June 30, 2026
Plant and mining Equipment	$	11,689	$	631	$	—	$	12,320	$	540	$	—	$	12,860
Machinery		2,710		132		—		2,842		102		—		2,944
Office and furniture		182		2		—		184		3		—		187
Vehicles		910		29		(4)		935		25		—		960
Lab equipment		97		5		—		102		6		—		108
	$	15,588	$	799	$	(4)	$	16,383	$	676	$	—	$	17,059

Depreciation on property, plant and equipment for the period ended June 30, 2026 is $676 (2025 - $354) of which $537 (2025 - $238) is recorded as a cost of the mine, and $139 (2025 - $116) is included in inventory.


Carrying amount	June 30, 2026		December 31, 2025
Plant and mining equipment	$	20,257	$	19,625
Machinery		681		573
Office and furniture		25		15
Vehicles		348		121
Lab equipment		38		44
	$	21,349	$	20,378

NAFTA claim

On September 1, 2006, the Company entered into an Earn in/Option Agreement (“the Agreement”) with DynaResource de Mexico S.A. de C.V. (“DynaMexico”) and its parent company, DynaResource, Inc. (“DynaUSA”). Under the Agreement, the Company had the right to earn up to a 50% equity interest in DynaMexico by funding up to $18 million in exploration and development expenditures on the San Jose de Gracia property. On March 14, 2011, the Company completed its Earn in/Option Agreement with DynaMexico for its 50% equity interest by reaching the expenditure funding requirement of $18 million. Subsequent to this date there have been legal claims filed in Mexico and the United States which resulted in the foreclosure of the Company’s share ownership.

On October 13, 2015, the Company was made aware of a news release disseminated by DynaMexico which claimed DynaMexico was awarded a $48 million judgement against the Company’s subsidiary Goldgroup Resources Inc. The Company’s position in response to the $48 million claim is that the Company was never notified of the purported court case, and does not recognize any of the claims mentioned therein and is of the belief that such claims are entirely without merit. The Company pursued the case to the Mexican Supreme Court level to get the judgment overturned.

On December 6, 2019, the 11th Federal Circuit Collegiate Court in México denied Goldgroup’s amparo regarding the $48 million claim and on February 20, 2020 a Mexico City court issued a judgment in favour of DynaMexico.

Goldgroup Mining Inc.

Notes to Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2026 and 2025

(amounts expressed in thousands of US dollars, except where indicated - Unaudited)

Improper Venue on February 8, 2021 and on May 12, 2021, the 134th Judicial District Court, as a District Court of the State of Texas, ruled it is not required to recognize DynaMexico’s foreign judgment from the country of Mexico. DynaUSA has appealed this decision and the appeal has been fully briefed and oral arguments were held on April 20, 2022. On May 2, 2023, the court of appeals dismissed DynaUSA’s appeal.

On March 6, 2023, the Company announced that its subsidiary, Goldgroup Resources, filed a Request for Arbitration on February 17, 2023 with the International Centre for Settlement of Investment Disputes (“ICSID”) against the United Mexican States. The treatment and inaction by the Mexican courts have resulted in a judicial expropriation of Goldgroup Resources’ investment in DynaMexico and a denial of justice in breach of Mexico’s obligations under the North American Free Trade Agreement (“NAFTA”). On February 7, 2024, Goldgroup Resources filed its Memorial on the Merits related to the NAFTA claim and received Mexico’s Counter Memorial on the Merits and Memorial on Jurisdiction on June 19, 2024. On December 12, 2024, Goldgroup Resources filed its Reply on the Merits and Counter Memorial on Jurisdiction and received Mexico’s Rejoinder on the Merits and Reply on Jurisdiction on April 28, 2025. On June 11, 2025, Goldgroup Resources filed its Rejoinder on Jurisdiction. On August 15, 2025, Goldgroup Resources and Mexico filed their respective Comments on the Non-Disputing Party Submissions filed by Canada and the United States of America pursuant to NAFTA Article 1128. On September 23, 2025, Goldgroup Resources’ damages experts filed a Supplemental Report on Quantum, and Goldgroup Resources received the Supplemental Report on Quantum of Mexico’s damages experts on November 18, 2025. Goldgroup Resources is seeking monetary damages as a result of Mexico’s breaches of NAFTA, as well as declarations from the arbitral tribunal to counter any potentially detrimental consequences stemming from the continued existence of the $48 million judgment issued by the Mexican courts in favour of DynaMexico. The NAFTA hearing concluded on June 3, 2026, and the Company is awaiting a ruling from the tribunal.

Mineral properties


			Esperanza		San
Mineral property	Cerro Prieto		Extension		Francisco		Total
Balance, December 31, 2024		96		211		—		307
Acquired (Note 12)		—		—		13,766		13,766
Depletion		—		(127)		—		(127)
Balance, December 31, 2025	$	96	$	84	$	13,766	$	13,946
Depletion		—		(50)		—		(50)
Balance, June 30, 2026	$	96	$	34	$	13,766	$	13,896

The Company’s Cerro Prieto mining concessions have an existing 2% net smelter royalty (“NSR”).

During the year ended December 31, 2025, the Company acquired the San Francisco mine (Note 12). The San Francisco Mine is a large-scale, formerly producing open pit gold mine. The San Francisco Project encompasses concessions in the north central portion of the state of Sonora, Mexico, north of the state capital, Hermosillo.

The operation is comprised of two previously producing open pits (San Francisco and La Chicharra), together with heap leach processing facilities and associated infrastructure located close to the San Francisco pit.

The Company’s San Francisco mining Project has the following obligations owed to SA Targeted Investing Corp., a subsidiary of Royal Gold Inc. (“Royal Gold”):

(i) Gold Delivery: Commencing 5 (five) business days after restart of operations, and every month thereafter, deliver 75 gold ounces per month for 20 months to Royal Gold; (Note 12)

(ii) Net Smelter Royalty: the Company will pay to Royal Gold a 1% NSR on each of the following mining concessions: San Francisco, Patricia, Norma, La Pima, Dulce, and San Judas. The NSR will commence once the Gold Delivery obligation is complete.

Assets and liabilities held for sale

On August 13, 2024, the Company entered into an agreement to acquire all of the interests owned by a group of creditors (the "Creditor Group") who own a loan facility pursuant to which various advances were made to Minera Apolo, S.A. de C.V.

Goldgroup Mining Inc.

Notes to Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2026 and 2025

(amounts expressed in thousands of US dollars, except where indicated - Unaudited)

(“Apolo”) (the “Loan Facility”). The outstanding amount under the Loan Facility is currently approximately USD $2.7 million and the facility was secured against the assets and shares of Apolo located in San Luis Potosi, Mexico. In consideration for the acquisition of the Loan Facility from the Creditor Group, the Company agreed to issue 50 million common shares pro rata to the members of the Creditor Group, pay cash consideration of $0.5 million within 18 months of the closing date of the agreement, and pay $1.5 million in contingent consideration which is only due upon the completion of certain criteria, including a positive pre-feasibility study at the Pinos Project, the advancement of the project into commercial production, publishing an updated technical report with greater than 200,000 ounces of contained gold equivalent ounces for the Pinos Project, or the Company’s ownership interest in the Pinos Project falling to less than 51%.

On January 16, 2025, the Company obtained TSXV approval for the acquisition of the Loan Facility and began the process of enforcing its rights under its security provisions.

On March 7, 2025, the Company entered into an Agreement to Suspend Enforcement Proceedings (the "Non-Enforcement Agreement") dated March 6, 2025, with Candelaria Mining Corporation ("CMC"), who is the 100% owner of Apolo, with respect to the Loan Facility.

Pursuant to the terms of the Non-Enforcement Agreement, CMC will deliver all of the issued and outstanding shares of Apolo to the Company provided that certain conditions set out in the Non-Enforcement Agreement are satisfied, including receipt of all required approvals from the TSXV. As part of the agreement, the Company agreed to:

Settle the approximately USD $2,703 owed on the Loan Facility;

Make a cash payment of USD $89 within five (5) days of receipt of all necessary approvals from the TSXV required by the Company and CMC to complete the transactions;

Make a cash payment of USD $89 on the later of (i) the delivery of the Apolo shares to the Company, or (ii) six months after receipt of the TSXV approvals, provided that the Apolo shares have been delivered to the Company by such date; and

Issue 716,667 common shares of the Company.

On June 30, 2025, the Company obtained 100% ownership of the outstanding shares of Apolo.

Apolo is the 100% owner of the fully permitted gold project located east of the capital Zacatecas in the state of Zacatecas, Mexico (the “Pinos Project”).


Purchase Consideration
50,000,000 common shares issued for debt purchase (CAD $0.97)	$	35,454
716,667 common shares issued to Candelaria (CAD $0.97)	$	508
Cash to Candelaria	$	178
Acquisition payable	$	500
Acquisition costs	$	8
Total consideration	$	36,648


Purchase Price Allocation
Cash	$	24
IVA receivable	$	1,171
Prepaids	$	108
Pinos project	$	35,573
Accounts payable	$	(228)
Total consideration	$	36,648

On December 31, 2025, the Company entered into a Share Purchase Agreement where it has agreed to sell all the Apolo shares to a private arm’s length British Columbia company (the “Purchaser”) in consideration of the payment of $5,000 in stages, with $2,450 ($2,445 received as at December 31, 2025) deposit payable on signing which will be refunded if the transaction does not close by February 16, 2026, $550 to be paid on closing and $2,000 to be secured by a promissory note and paid on August

Goldgroup Mining Inc.

Notes to Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2026 and 2025

(amounts expressed in thousands of US dollars, except where indicated - Unaudited)

27, 2026, which remained unpaid as of the date these financial statements were authorized for issue. Further, the Purchaser has agreed to assume any and all liabilities of the Company associated with the Apolo acquisition, including the assumption of $400 remaining payable on the original purchase agreement in addition to debt in the amount of $1,500 payable to the previous owners of Apolo that will be triggered by the sale of Apolo. The Company concluded that the sale meets the definition of an asset held for sale. During the period ended June 30, 2026, the Company completed the sale of the Pinos Project.

As at December 31, 2025, the impairment of the proposed sale is calculated as follows:


Impairment
Cash consideration	$	5,000
Assumption of payables		400
Assets of Pinos Project		(997)
Liabilities of Pinos Project		22
Carrying value of the Pinos Project		(35,573)
Impairment	$	31,148

As at December 31, 2025, assets available for sale included:


	December 31, 2025

Cash	$	35
Receivables		842
Prepaids		121
Carrying value of the Pinos Project		4,425
	$	5,423

As at December 31, 2025, liabilities available for sale included:


	December 31, 2025

Accounts payable	$	422
	$	422

Exploration and evaluation assets


Exploration and evaluation assets
Ending balance, December 31, 2024	$	—
Drilling and exploration services		1,354
Field supplies and materials		135
Ending balance, December 31, 2025	$	1,489
Drilling and exploration services		584
Field supplies and materials		119
Ending balance, June 30, 2026	$	2,192

During the year ended December 31, 2025, the Company commenced an exploration program and identified additional mining areas within its concessions, that the Company is adding to its mine plan.

Molimentales acquisition

On December 23, 2025, the Company acquired all of the issued and outstanding Series “A” shares in the fixed capital and all the issued and outstanding Series “B” shares in the variable capital (collectively the “Molimentales Shares”) of Molimentales del Noroeste, S.A. de C.V. (“Molimentales”) through a Concurso Mercantil process (restructuring proceeding equivalent to Chapter 11 in the United States). The Company has received approval from the Second District Court for Commercial

Goldgroup Mining Inc.

Notes to Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2026 and 2025

(amounts expressed in thousands of US dollars, except where indicated - Unaudited)

Bankruptcy Matters (the “Mexican Court”) to the plan of arrangement (the “Plan of Arrangement”) the Company filed with the Mexican Court under the Concurso Mercantil process.

As part of the acquisition, the Company acquired 60.24% of the debts owed to certain major creditors as recognized by the Mexican Court for $8,971 of which $1,417 remains payable. Under the terms of the Plan of Arrangement, the Company has agreed to pay $2,566 in three equal installments in December 2026, 2027 and 2028 to the remaining creditors holding 39.76% of the recognized debt in addition to all outstanding mining concession fees (including penalties and interest), taxes, fees owed to the National Water Commission, supplier debts and certain expenses related to the Concurso proceedings currently estimated at approximately $8,026. Some of the payments described above are facilitated through the Company acquiring the Molimentales Shares by paying the owners of the Molimentales Shares MXN$100 and capitalizing Molimentales with MXN$99,900 for a total of MXN$100,000. The Company determined that the acquisition met the definition of an asset acquisition.


Purchase Consideration
Debt purchased	$	8,971
Credit for debt owned by the Company		(3,274)
Molimentales Shares purchased		6
Transaction costs		1,750
Total consideration	$	7,453


Purchase Price Allocation
Cash	$	12
IVA receivable		489
Inventory		1,890
Plant and mining equipment (Note 7)		16,385
Mineral property (Note 9)		13,766
Accounts payable		(14,600)
Royalty payable* (Note 9)		(4,284)
Asset retirement obligation		(6,205)
Total consideration	$	7,453

*The Royalty Payable was estimated using a discounted cash flow method. Projected royalty receipts were calculated based on 75 ounces per month and forecast gold prices over the payment period, then discounted to December 23, 2025 at rates of 18.0% to 24.0% to reflect asset-specific risk. This produced a fair value range of $4,100 to $4,470, with a selected value of $4,284. During the period ended June 30, 2026, the Company recorded accretion of $441 on the Royalty Payable and $556 related to a change in estimate as the restart of production is now estimated to be March 2027. As at June 30, 2026, the Royalty Payable had a balance of $5,281 of which $1,210 is disclosed as current.

The Company incurred $1,711 and $2,542 in expenses related to the San Francisco carrying costs in the three and six months ended June 30, 2026, respectively.

Right of use asset and lease liability


	June 30,		December 31,
Right of use assets	2026		2025
Opening balance	$	36	$	22
Recognition of right of use asset		98		44
Derecognition of right of use asset		—		(20)
Less: depreciation		(7)		(10)
Total right of use assets	$	127	$	36

Goldgroup Mining Inc.

Notes to Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2026 and 2025

(amounts expressed in thousands of US dollars, except where indicated - Unaudited)


	June 30,		December 31,
Lease liabilities	2026		2025
Opening balance	$	38	$	26
Recognition of lease liability		98		44
Derecognition of lease liability		—		(24)
Lease payments		(9)		(13)
Lease interest		4		5
		131		38
Less: current portion		(21)		(10)
Classified as long-term liabilities	$	110	$	28


	June 30,		December 31,
Undiscounted lease payments	2026		2025
Not later than a year	$	39	$	14
Later than a year		143		33
	$	182	$	47

The Company’s lease relates to a vehicle lease. Interest expense on the lease liabilities for the period ended June 30, 2026 is $4 (2025 - $3). Depreciation of right of use assets is calculated using the straight-line method over the remaining lease term. Depreciation of equipment leases is recorded in cost of sales. During the period ended June 30, 2026, the Company incurred $10,497 (2025 - $3,335) for leases with variable lease payments not included in lease liabilities. The variable lease payments relate to certain equipment with consideration based on usage.

Warrant liability


		Weighted		Warrant
	Number	average exercise		liability
Investor warrants	of warrants	price (C$)		(US$)

Balance, December 31, 2024	5,094,225	$	0.52	$	1,446
Warrants granted	15,985,794		2.52		12,389
Warrants exercised	(6,415,696)		0.64		(4,903)
Change in fair value	—		—		37,060
Balance, December 31, 2025	14,664,323	$	2.66	$	45,992
Warrants exercised	(1,979,109)		1.23		(7,343)
Change in fair value	—		—		(2,827)
Balance, June 30, 2026	12,685,214	$	2.89	$	35,822

The following table discloses the details for investor warrants outstanding as at June 30, 2026:


		Number
Expiry date		of warrants	Exercise price (C$)
January 21, 2027		1,683,591	0.60
March 17, 2027		2,916,667	1.80
March 27, 2027		292,958	1.80
November 7, 2026		3,024,154	3.00
August 5, 2027		3,706,252	4.40
September 12, 2027		1,061,592	4.20
		12,685,214

Goldgroup Mining Inc.

Notes to Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2026 and 2025

(amounts expressed in thousands of US dollars, except where indicated - Unaudited)


			Weighted
		Number	average exercise
Finders warrants		of warrants	price (C$)
Opening balance, December 31, 2024		—	$	—
Warrants granted		1,039,354		2.16
Warrants exercised		(577,456)		0.64
Opening balance, December 31, 2025		461,898	$	3.69
Warrants exercised		(26,444)		3.37
Balance, June 30, 2026		435,454	$	3.70

The following table discloses the details for the finders warrants outstanding as at June 30, 2026:


		Number
Expiry date		of warrants	Exercise price (C$)
March 17, 2027		112,500	1.80
August 5, 2027		270,703	4.40
September 12, 2027		52,251	4.20
		435,454

On January 10, 2025, the Company gave notice to the holders of the warrants by press release that an Acceleration Event had occurred during the term of the warrants and the expiry date of the warrants was thereby accelerated to thirty (30) days after the date of the notice, resulting in a new expiry date of February 9, 2025. A total of 4,670,455 warrants were exercised at CAD $0.40 per common share and upon exercise of the warrants, the Company received gross proceeds of $1,295 (CAD $1,868). The Company recorded an allocation of $1,306 from warrant liability to share capital on exercise of the warrants.

On January 21, 2025, the Company closed a private placement and issued 8,750,000 units at CAD $0.40 per unit for gross proceeds of $2,366 (CAD $3,500). Each unit consists of one common share and one-half common share purchase warrant, with each full warrant being exercisable to purchase one common share at a price of CAD $0.60 until January 21, 2027. The Company paid cash finder’s fees of $142 and issued 506,400 finder’s warrants to a finder in connection with the offering. The finder’s warrants have the same terms and conditions as the warrant. The fair value of the warrants per the private placement at the date of grant was estimated at $1,030 using the proportionate allocation method and the fair value of the finders warrants was estimated at $208. These warrants were valued using the Black-Scholes option pricing model with the following weighted average assumptions: 2.92% risk free interest rate, expected life of 2 years, 127% annualized volatility and 0% dividend rate. The Company incurred $18 in transaction fees related to the private placement.

On March 17, 2025, the Company closed a private placement and issued 5,833,334 units at CAD $1.20 per unit for gross proceeds of approximately $4,893 (CAD $7,000). Each unit consists of one common share and one-half common share purchase warrant, with each full warrant being exercisable to purchase one common share at a price of CAD $1.80 until March 17, 2027. As part of the private placement, the Company issued 225,000 finder’s units allocated between the first and second tranches. Each finder’s unit consists of one common share and one-half common share purchase warrant, with each full warrant being exercisable to purchase one common share at a price of CAD $1.80 until March 17, 2027. The fair value of warrants per the private placement at the date of grant was estimated at $1,777 using the proportionate allocation method and the fair value of the finders warrants was estimated at $115. The warrants were valued using the Black-Scholes option pricing model with the following weighted average assumptions: 2.55% risk free interest rate, expected life of 2 years, 126% annualized volatility and 0% dividend rate.

On March 28, 2025, the Company closed a second tranche closing of its non-brokered private placement. For the second tranche, the Company issued an additional 645,833 units at CAD $1.20 per unit for gross proceeds of approximately $604 (CAD $775) Each unit consists of one common share and one-half common share purchase warrant, with each full warrant being exercisable to purchase one common share at a price of CAD $1.80 until March 28, 2027. The fair value of warrants per the private placement at the date of grant was estimated at $255 using the proportionate allocation method. The warrants were valued using the Black-Scholes option pricing model with the following weighted average assumptions: 2.55% risk free interest rate, expected life of 2 years, 127% annualized volatility and 0% dividend rate. The Company incurred $29 in transaction fees related to the private placement.

Goldgroup Mining Inc.

Notes to Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2026 and 2025

(amounts expressed in thousands of US dollars, except where indicated - Unaudited)

On May 7, 2025, the Company closed a private placement and issued a total of 6,818,182 units at CAD $2.20 per unit for gross proceeds of $11,117 (CAD $15,000). Each unit consists of one common share and one-half common share purchase warrant, with each full warrant being exercisable to purchase one common share at a price of CAD $3.00 until November 7, 2026. The Company paid cash finder’s fees of $4 and issued 157,949 finder’s units to a finder in connection with the offering. The finder’s units have the same terms and conditions as the warrants. The fair value of warrants per the private placement at the date of grant was estimated at $3,862 using the proportionate allocation method and the fair value of the finders warrants was estimated at $138. The warrants were valued using the Black-Scholes option pricing model with the following weighted average assumptions: 2.51% risk free interest rate, expected life of 1.5 years, 108% annualized volatility and 0% dividend rate. The Company incurred $55 in transaction fees related to the private placement.

On August 5, 2025, the Company closed a private placement financing and issued 3,750,000 units at a price of CAD $3.20 per unit for aggregate gross proceeds of $8,709 (CAD $12,000). Each unit comprises one common share and one common share purchase warrant. Each warrant is exercisable into one common share at a price of CAD $4.40 per share until August 5, 2027. The Company issued 271,547 finder's units to finders in connection with the private placement. Each finder's unit consists of one common share and one common share purchase warrant, with each warrant being exercisable to purchase one common share at a price of CAD $4.40 until August 5, 2027. The fair value of warrants per the private placement at the date of grant was estimated at $4,159 using the proportionate allocation method and the fair value of the finders warrants was estimated at $576. The warrants were valued using the Black-Scholes option pricing model with the following weighted average assumptions: 2.69% risk free interest rate, expected life of 2.0 years, 120% annualized volatility and 0% dividend rate. The Company incurred $47 in transaction fees related to the private placement.

On September 12, 2025, the Company closed a private placement financing and issued 1,212,121 units at a price of CAD $3.30 per unit for aggregate gross proceeds of $2,886 (CAD $4,000). Each unit comprises one common share and one common share purchase warrant. Each warrant is exercisable into one common share at a price of CAD $4.20 per share until September 12, 2027. The Company issued 19,503 finder's units and 50,430 finders warrants to finders in connection with the private placement. Each finder's unit consists of one common share and one common share purchase warrant, with each warrant being exercisable to purchase one common share at a price of CAD $4.20 until September 12, 2027. The fair value of warrants per the private placement at the date of grant was estimated at $1,306 using the proportionate allocation method and the fair value of the finders warrants was estimated at $138. The warrants were valued using the Black-Scholes option pricing model with the following weighted average assumptions: 2.50% risk free interest rate, expected life of 2.0 years, 115% annualized volatility and 0% dividend rate. The Company also paid cash finders fees of $139 and incurred $21 in transaction fees related to the private placement.

The fair value allocated to the warrants as at June 30, 2026, was $35,690 (December 31, 2025 - $45,992) and was recorded as a derivative financial liability as these warrants were exercisable in Canadian dollars, differing from the Company’s functional currency. The unrealized gain recognized in the statements of loss and comprehensive loss for the period ended June 30, 2026, was $2,827 (2025 – loss $15,743).

The fair value of the warrants was calculated using the Black-Scholes Option Pricing Model. Option pricing models require the input of highly speculative assumptions, including the expected future price volatility of the Company’s shares. Changes in these assumptions can materially affect the fair value estimate and, therefore, existing models do not necessarily provide a reliable single measure of the fair value of the Company’s warrants.


		June 30,			December 31,
		2026			2025
Expected warrant life			0.77 years			1.24 years
Expected stock price volatility			68	%		95	%
Dividend payment during life of warrant			Nil			Nil
Expected forfeiture rate			Nil			Nil
Risk free interest rate			2.73	%		2.58	%
Weighted average strike price CAD		$	2.89		$	2.68
Weighted average fair value per warrant CAD		$	4.02		$	4.32
Weighted average share price CAD		$	6.60		$	6.24

Goldgroup Mining Inc.

Notes to Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2026 and 2025

(amounts expressed in thousands of US dollars, except where indicated - Unaudited)

Share capital

(i)Share capital

The Company’s authorized share capital consists of an unlimited number of common shares without par value.

Reconciliation of weighted average shares


		Shares (000s)
Weighted average shares outstanding – basic		74,193
Dilutive impact of warrants/options		7,884
Weighted average shares outstanding – dilutive		82,077

Fiscal 2026

During the period ended June 30, 2026, the Company issued 2,005,553 common shares as a result of warrant exercises for gross proceeds of approximately $1,813 (CAD $2,521).

During the period ended June 30, 2026, the Company issued 381,250 common shares as a result of option exercises for gross proceeds of approximately $83 (CAD $114).

Fiscal 2025

During the period ended June 30, 2025, the Company issued 6,742,926 common shares as a result of warrant exercises for gross proceeds of approximately $2,633 (CAD $3,722).

During the period ended June 30, 2025, the Company issued 290,625 common shares as a result of option exercises for gross proceeds of approximately $33 (CAD $47).

(ii)Share based compensation

The Company has adopted a share option plan for which options to acquire up to 10% of the issued share capital, at the award date, may be granted to eligible optionees from time to time. Generally, share options granted have a maximum term of ten years, and a vesting period and exercise price determined by the directors. The exercise price may not be less than the closing quoted price of the Company’s common shares traded through the facilities of the exchange on which the Company’s common

Goldgroup Mining Inc.

Notes to Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2026 and 2025

(amounts expressed in thousands of US dollars, except where indicated - Unaudited)

shares are listed. As at June 30, 2026, the remaining share options available for issue under the plan were 6,360,800 (December 31, 2025 – 5,740,891).

Total share options granted during the period ended June 30, 2026 was nil (2025 – nil). Total share-based compensation expense recognized for the fair value of share options granted and vested during the period ended June 30, 2026 was $nil (2025 - $31).

The following tables disclose the number of options and vested options outstanding as at June 30, 2026:


		June 30, 2026			December 31, 2025
		Number of	Weighted average		Number of	Weighted average
		options	exercise price		options	exercise price
Outstanding - beginning of period		1,571,875	$	0.19	1,987,500	$	0.19
Granted		—		—	—		—
Expired/forfeited		—		—	—		—
Exercised		(381,250)		0.30	(415,625)		0.16
Outstanding - end of period		1,190,625	$	0.16	1,571,875	$	0.19

 

Options Outstanding

Options Exercisable

Weighted

average

Weighted

average

Weighted

remaining

average

Options

remaining

average

Options

contractual

exercise price

outstanding and

contractual

exercise price

Exercise price (C$/option)

outstanding

life (years)

(C$/option)

exercisable

life (years)

(C$/option)

$0.04

1,190,625

2.59

0.16

1,190,625

2.59

0.16

Outstanding - end of period

1,190,625

2.59

0.16

1,190,625

2.59

0.16

Related party transactions

The Company’s related parties include its subsidiaries, associates over which it exercises significant influence, and key management personnel. Key management personnel are those persons having the authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly. Key management personnel include officers, directors or companies with common directors of the Company. The remuneration of the Company’s directors and other key management personnel during the periods ended June 30, 2026 and 2025, is as follows:


		2026		2025
Short-term employee benefits included in salary and consulting		$	157	$	119
Director’s fees included in professional fees			296		55
Share-based compensation			—		2
		$	453	$	176

Goldgroup Mining Inc.

Notes to Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2026 and 2025

(amounts expressed in thousands of US dollars, except where indicated - Unaudited)

Short-term employee benefits include salaries incurred within the last three months of the statement of financial position date and other annual employee benefits.

At June 30, 2026, accounts payable and accrued liabilities includes $77 (December 31, 2025 - $76) owing to a director and/or officer and/or companies controlled by the directors.

Amounts owing to or from related parties are non-interest bearing, unsecured and due on demand.

Cost of sales


	Three months ended June 30,				Six months ended June 30,
	2026		2025		2026		2025
Mining	$	7,743	$	1,650	$	14,211	$	3,055
Crushing		1,282		587		2,457		1,178
Leaching		1,282		607		2,219		1,293
Plant and laboratory		891		540		1,629		973
Mine administration		930		538		1,726		991
Royalty		419		96		841		196
Change in inventory		1,350		(619)		8,152		(1,650)
Other		615		77		877		194
	$	14,512	$	3,476	$	32,112	$	6,230

Finance cost


			Three months ended June 30,				Six months ended June 30,
		Note	2026		2025		2026		2025
Accretion - decommissioning obligation			$	133	$	30	$	262	$	59
Interest on lease liabilities		13		3		1		4		3
Accretion on royalty payable		12		774		—		997		—
			$	910	$	31	$	1,263	$	62

Goldgroup Mining Inc.

Notes to Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2026 and 2025

(amounts expressed in thousands of US dollars, except where indicated - Unaudited)

Segmented disclosure

The Company operates in two geographical and two operating segments. The operating segments are managed separately based on the nature of operations. Mining operations consist of the currently operational Cerro Prieto project.

All of the Company’s revenue is generated in Mexico. Other selected financial information by geographical segment is as follows:


	As at June 30, 2026						As at December 31, 2025
	Canada		Mexico		Total			Canada		Mexico		Total
Assets
Cash and cash equivalents	$	10,026	$	5,689	$	15,715		$	6,647	$	2,964	$	9,611
Other receivables and prepaid expenses		90		5,887		5,977			83		4,522		4,605
Inventory		—		8,033		8,033			—		16,176		16,176
Asset held for sale		—		—		—			—		5,423		5,423
Note receivable		2,000		—		2,000			—		—		—
Right of use assets		127		—		127			36		—		36
Property, plant and equipment		—		21,349		21,349			—		20,378		20,378
Mineral property		—		13,896		13,896			—		13,946		13,946
Exploration and evaluation asset		—		2,192		2,192			—		1,489		1,489

Liabilities
Accounts payable and accrued liabilities		(8,238)		(16,753)		(24,991)			(3,531)		(21,671)		(25,202)
Warrant liability		(35,822)		—		(35,822)			(45,992)		—		(45,992)
Lease liabilities		(131)		—		(131)			(38)		—		(38)
Deposit received on proceeds of sale		—		—		—			(2,445)		—		(2,445)
Liabilities held for sale		—		—		—			(422)		—		(422)
Royalty payable		—		(5,281)		(5,281)			—		(4,284)		(4,284)
Decommissioning obligations		—		(8,708)		(8,708)			—		(8,446)		(8,446)

Selected financial information by operating segments is as follows:


	As at June 30, 2026								As at December 31, 2025
	Production		Corporate		Exploration		Total		Production		Corporate		Exploration		Total
Assets
Cash and cash equivalents	$	5,689	$	10,026	$	—	$	15,715	$	2,964	$	6,647	$	—	$	9,611
Other receivables and prepaid expenses		5,887		90		—		5,977		4,522		83		—		4,605
Inventory		8,033		—		—		8,033		16,176		—		—		16,176
Right of use asset		—		127		—		127		—		36		—		36
Property, plant and equipment		21,349		—		—		21,349		20,378		—		—		20,378
Assets held for sale		—		—		—		—		—		—		5,423		5,423
Note receivable		—		2,000		—		2,000
Exploration assets		—		—		2,192		2,192		—		—		1,489		1,489
Mineral property		13,896		—		—		13,896		13,946		—		—		13,946
Total assets	$	54,854	$	12,243	$	2,192	$	69,289	$	57,986	$	6,766	$	6,912	$	71,664

Goldgroup Mining Inc.

Notes to Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2026 and 2025

(amounts expressed in thousands of US dollars, except where indicated - Unaudited)

For the six months ended June 30, 2026


	Corporate		Mining and Exploration		Total
Revenue	$	—	$	42,301	$	42,301
Income (loss) before income taxes	$	1,076	$	1,534	$	2,610

For the three months ended June 30, 2026


	Corporate		Mining and Exploration		Total
Revenue	$	—	$	21,106	$	21,106
Income (loss) before income taxes	$	5,962	$	(10,317)	$	(4,355)

For the six months ended June 30, 2025


		Corporate		Mining Assets			Total
Revenue	$	—	$	9,944	$	9,944
Income (loss) before income taxes	$	(44,360)	$	2,013	$	(42,347)

For the three months ended June 30, 2025


		Corporate		Mining Assets		Total
Revenue	$	—	$	5,364	$	5,364
Income (loss) before income taxes	$	(36,044)	$	906	$	(35,138)

Commitments

In 2011, the Company acquired the Caballo Blanco project held previously by Almaden Minerals Ltd. (“Almaden”). As part of the consideration, the Company may have to issue up to an additional 175,000 common shares of the Company upon achievement of certain project milestones. As a result, as at June 30, 2026, the Company has recorded a contingent share consideration of $3,305 (December 31, 2025 - $3,305). Subsequent to the sale of Caballo Blanco to Timmins Gold in fiscal 2014 and further sale from Timmins Gold to Candelaria Mining Corp. in 2016, the terms of these contingent shares remained unchanged. Pursuant to a plan of arrangement the right to receive shares has been transferred to Almadex Minerals Limited.

During the year ended December 31, 2025, the Company acquired the Pinos project and agreed to pay $1.5 million in contingent consideration which is only due upon the completion of certain criteria, including a positive pre-feasibility study at the Pinos Project, the advancement of the project into commercial production, publishing an updated 43-101 with greater than 200,000 ounces of contained gold equivalent ounces for the Pinos Project, or the Company’s owned interest in the Pinos Project falling to less than 51%. On December 31, 2025, the Company entered into a Share Purchase Agreement where it has agreed to sell all the Apolo shares to a private arm’s length British Columbia company who has agreed to assume the contingent consideration (Note 10).

The Company was entitled to receive an additional contingent consideration from the 2014 Caballo Blanco sale of $5.0 million that would become payable in cash, Timmins Gold shares, or a combination thereof (at the option of Timmins Gold, provided that the Company’s ownership in Timmins Gold will not exceed 9.9% at any time) should any of the following events occur prior to October 31, 2019:

●

The approval of the Project's Environmental Impact Statement from SEMARNAT (“Environmental Permit”); or

●

A change in beneficial ownership of Timmins Gold of greater than 50%; or

●

The removal or change, at one time, of a majority of the current members of the Timmins Gold Board of Directors

During the year ended December 31, 2016, the Company sold the contingent receivable to Credipresto for cash consideration of $1,900, which was paid upon execution and the proceeds were used to pay back the principal of the

Goldgroup Mining Inc.

Notes to Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2026 and 2025

(amounts expressed in thousands of US dollars, except where indicated - Unaudited)

Facility and the Company recognized a gain on sale of $1,900. An additional $600 will be contingently payable to the Company by Credipresto when the owner of Caballo Blanco receives the Environmental Permit. Although the Company may become entitled to the contingent payments, the value of these payments has not been recognized in the statement of financial position as at June 30, 2026 due to the level of uncertainty surrounding the conditions required for the payments.

Capital management

The capital of the Company consists of items included in shareholders’ deficiency. The Company’s objectives for capital management are to safeguard its ability to support the Company’s normal operating requirement on an ongoing basis, continue the operations, development and exploration of its mineral properties and support any expansionary plans.

The Company manages its capital structure and makes adjustments in light of changes in its economic environment and the risk characteristics of the Company’s assets. To effectively manage the entity’s capital requirements, the Company has in place a planning, budgeting and forecasting process to help determine the funds required to ensure the Company has the appropriate liquidity to meet its operating and growth objectives. As at June 30, 2026, the Company expects its capital resources will require additional financial support for its normal operating requirements, planned development and exploration of its mineral properties for the next twelve months. There are no externally imposed capital requirements with which the Company has failed to comply. There has been no change to the capital management of the Company during the period ended June 30, 2026.

Supplemental cash flow information


			Three months ended		Six months ended
			June 30,		June 30,
Supplemental cash flow information			2026	2025	2026	2025

Depreciation and depletion included in inventory		7	30	11	139	116
Recognition of right of use asset and lease liability		13	98	—	98	—
Recognition of right of use asset and lease liability		13	—	—	—	44
Derecognition of right of use asset and lease liability		13	—	—	—	20
Warrant liability recognized on private placement		14	—	3,860	—	6,924
Allocation of warrant liability to share capital on exercise of warrants		14	—	3,172	—	4,477
Finder’s warrants recognized on private placement units through reserves		15	—	138	—	459

Gold Resource Merger

On July 17, 2026, the Company and Gold Resource Corporation (“GRC”) closed the merger (the “Merger”) pursuant to the Arrangement Agreement and Plan of Merger (the “Arrangement Agreement”), dated January 25, 2026 and amended on May 15, 2026, by and among GRC, the Company, and Goldgroup Merger Sub Inc., a wholly owned subsidiary of the Company. As a result of the Merger, GRC shareholders received 0.3619 (the “Exchange Ratio”) post-consolidation common shares of Goldgroup for each share of GRC’s common stock held.

As a result of the Merger, GRC was delisted from the NYSE American LLC (the “NYSE American”). Concurrently, the Company commenced trading on the NYSE American under the ticker symbol “GORO” and changed its ticker symbol on the TSX Venture Exchange (“TSXV”) from “GGA” to “GORO.” The Company’s common shares were no longer quoted on the OTC Markets upon commencement of trading on the NYSE American. In accordance with the terms of the Arrangement Agreement, the Company and GRC jointly determined the ratio of the share consolidation to be one (1) post-consolidation share for every four (4) pre-consolidation shares. In connection with the completion of the Merger, the Company issued 59,253,705 common shares and assumed 275,191 stock options, 481,848 deferred share units, 685,961 restricted share units and 172,584 performance share units, in each case on a post-consolidation basis and reflecting the Exchange Ratio. As the Merger has only recently closed and as the fair values of the assets and liabilities acquired are not yet available, the initial accounting for the acquisition is incomplete and certain IFRS 3 disclosures cannot yet be provided.

Goldgroup Mining Inc.

Notes to Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2026 and 2025

(amounts expressed in thousands of US dollars, except where indicated - Unaudited)

Subsequent events

Subsequent to June 30, 2026, the Company has issued 125,000 common shares as a result of warrant exercises for gross proceeds of approximately $53 (CAD $75).

Subsequent to June 30, 2026, the Company has issued 475,000 common shares as a result of options exercises for gross proceeds of approximately $55 (CAD $76).

Subsequent to June 30, 2026, the Company’s shareholders approved a “rolling up to 10% and fixed up to 10%” equity incentive plan (as such term is defined in TSXV Policy 4.4).

Subsequent to June 30, 2026, the Company granted 937,500 options to certain directors of the Company. The options are exercisable at a price of $6.20 per common share. The options vest immediately and expire one (1) year from the date of grant.

In connection with the completion of the Merger, the Company issued 59,253,705 common shares and assumed 275,191 stock options, 481,848 deferred share units, 685,961 restricted share units and 172,584 performance share units (Note 23).

Subsequent to June 30, 2026, the Company issued 276,412 common shares to net settle 593,540 RSUs outstanding and cash settled 40,379 DSUs.

Subsequent to June 30, 2026, the Company cancelled 27,753 outstanding rights to former employees.

Subsequent to June 30, 2026 and in connection with completion of the Merger, the Company converted 54,429 performance share units assumed from GRC to restricted share units.

Exhibit 99.2

Management’s Discussion and Analysis

Second Quarter – Interim period ended June 30, 2026

(Expressed in U.S. dollars, unless otherwise noted)

August 31, 2026

This Management’s Discussion and Analysis (“MD&A”) relates to the financial condition and results of operations of Goldgroup Mining Inc. (“Goldgroup” or the “Company”) together with its subsidiaries as of the date of this MD&A, and is intended to supplement and complement the Company’s unaudited condensed interim consolidated financial statements for the three and six months ended June 30, 2026. Readers are cautioned that this MD&A contains forward-looking statements and that actual events may vary from management’s expectations. Goldgroup’s public disclosure documents are available on SEDAR at www.sedarplus.ca. The condensed interim consolidated financial statements and MD&A are presented in United States (“US”) dollars, except where noted, and have been prepared in accordance with International Financial Reporting Standards (“IFRS”). This discussion addresses matters we consider important for an understanding of our financial condition and results of operations as of and for the period ended June 30, 2026.

The MD&A contains forward-looking statements and should be read in conjunction with the risks discussed herein and those set out under the heading “Risk Factors” as described in this MD&A. Please also refer to the “Cautionary Statement on Forward-Looking Information” at the end of this MD&A.

OVERVIEW

Goldgroup is a Canadian-based precious metals company focused on building a premier intermediate gold and silver producer through disciplined operations, organic growth and strategic acquisitions. Following completion of the merger with Gold Resource Corporation on July 17, 2026, the Company owns producing mines and development-stage assets in Mexico, together with the Back Forty Project in Michigan. The portfolio provides multiple opportunities for resource growth, production expansion and long-term value creation, although advancement of certain development-stage assets, including Back Forty, is subject to financing, permitting and contractual risks described elsewhere in this MD&A.

As of the date of this MD&A, the Company’s portfolio includes the producing Don David Gold Mine in Oaxaca, the Cerro Prieto Gold Mine and the San Francisco Project in Sonora, Mexico, together with the Back Forty Project in Michigan, United States. Don David and Back Forty were acquired subsequent to June 30, 2026; accordingly, their financial position and results of operations are not included in the Company’s interim consolidated financial statements for the three and six months ended June 30, 2026.

The profitability and operating cash flows of the Company are affected by various factors, including the amount of precious and base metals produced and sold, the market price, operating costs, interest rates, regulatory and environmental compliance, general and administrative costs, the level of exploration and development expenditures, decommissioning and restoration provisions and other discretionary costs. Goldgroup is also exposed to fluctuations in foreign currency exchange rates that can materially impact profitability and cash flow. To date, most of the Company’s projects are located in Mexico and are subject to foreign investment risk, including increases in various levels of taxation and royalties, renegotiation of contracts, fuel cost changes, profit sharing law changes, property title risk and political uncertainty. While Goldgroup seeks to manage the level of risk associated with its business, many of the factors affecting these risks are beyond the Company’s control.

The Company may need to raise additional funds over and above amounts raised to date to continue the development of Don David and Cerro Prieto, the resource drilling and restart of the San Francisco Project, as well as to complete the exploration and development of its other property interests. There can be no assurance that additional capital or other types of financing will be available to the Company if needed or that, if available, the terms of such financing will be on terms favourable to the Company.

Six months ended – June 30, 2026‌

HIGHLIGHTS AND DEVELOPMENTS – 2026

●

During the three months ended June 30, 2026, the Company produced 3,843 ounces of gold (June 30, 2025 – 1,446).

●

During the six months ended June 30, 2026, the Company produced 7,938 ounces of gold (June 30, 2025 – 3,417).

●

During the three and six months ended June 30, 2026, the average realized price for the gold sold was $4,429⁽¹⁾ (June 30, 2025 – $3,348⁽¹⁾) and $4,669⁽¹⁾ (June 30, 2025 – $3,080⁽¹⁾), respectively.

●

During the three and six months ended June 30, 2026, the Company’s all-in sustaining cost of production per ounce was $3,425⁽¹⁾ and $3,018,⁽¹⁾ respectively, and all-in cost per ounce was $3,896⁽¹⁾ and $3,574,⁽¹⁾respectively.

●

During the three and six months ended June 30, 2025, the Company’s all-in sustaining cost of production per ounce was $2,832⁽¹⁾ and $2,306,⁽¹⁾ respectively, and all-in cost per ounce was $3,743⁽¹⁾ and $2,923,⁽¹⁾respectively.

●

On February 27, 2026, the Company closed the sale of its 100% interest in Compañía Minera Apolo S.A. de C.V. (“Apolo”), which holds the fully permitted Pinos gold project located 140 kilometres east of Zacatecas city in the state of Zacatecas, Mexico (the “Pinos Project”), for total consideration of $5.0 million. The decision to divest the Pinos Project followed management’s determination that, with the acquisition of the San Francisco mine and the pending transaction with GRC, the Pinos Project was non-core to the Company’s strategy. The sale was completed on February 27, 2026. pursuant to the Share Purchase Agreement dated December 31, 2025 with a private arm’s length British Columbia company.

●

During the six months ended June 30, 2026, the Company issued 2,005,553 common shares as a result of warrant exercises for gross proceeds of approximately $1,813,000 (CAD $2,521,000).

●

During the six months ended June 30, 2026, the Company issued 381,250 common shares as a result of option exercises for gross proceeds of approximately $83,000 (CAD $114,000).

MATERIAL EVENTS SUBSEQUENT TO JUNE 30, 2026

●

On July 17, 2026, the Company and GRC closed the merger (the “Merger”) pursuant to the Arrangement Agreement and Plan of Merger (the “Arrangement Agreement”), dated January 25, 2026 and amended on May 15, 2026, by and among GRC, the Company, and Goldgroup Merger Sub Inc., a wholly owned subsidiary of the Company. As a result of the Merger, GRC shareholders received 0.3619 (the “Exchange Ratio”) post consolidated common shares of Goldgroup for each share of GRC’s common stock held.

As a result of the Merger, GRC was delisted from the NYSE American LLC (the “NYSE American”). Concurrently, the Company commenced trading on the NYSE American under the ticker symbol “GORO” and changed its ticker symbol on the TSX Venture Exchange (“TSXV”) from “GGA” to “GORO.” The Company’s common shares were no longer quoted on the OTC Markets upon commencement of trading on the NYSE American. In accordance with the terms of the Arrangement Agreement, the Company and GRC jointly determined the ratio of the share consolidation to be one (1) post-consolidation share for every four (4) pre-consolidation share. In connection with the completion of the Merger, the Company issued 59,253,705 common shares and assumed 275,191 stock options, 481,848 deferred share units, 685,961 restricted share units and 172,584 performance share units, in each case on a post-consolidation basis and reflecting the Exchange Ratio.

Upon closing of the Merger, the Company’s board of directors and executive management were reconstituted. Ron Little, Lila Manassa Murphy, Nicole Adshead-Bell, Luis Felipe Medina Aguirre and Francisco Javier Reyes de la Campa were appointed to the board of directors, and Allen Palmiere was appointed as President and Chief Executive Officer, Chet Holyoak as Chief Financial Officer, and Armando Alexandri as Chief Operating Officer of the Company.

●

On July 27, 2026, the Company announced the departure of Allen Palmiere as President and Chief Executive Officer. Javier Reyes, Chair of the Board of Directors, was initially appointed Interim Chief Executive Officer but was subsequently appointed

Second Quarter – June 30, 2026‌Page 2

Six months ended – June 30, 2026‌

as the Chief Executive Officer. Mr. Reyes will continue to work closely with the Company’s experienced executive and operational leadership team to execute the Company’s strategic priorities. Allen Palmiere has transitioned to an advisor of the Company to support an orderly leadership transition.

(1)

This is a non-IFRS measure. See “Non-IFRS Financial Measures” of this MD&A for discussion.

OUTLOOK

Main areas of focus for 2026 include:

●

San Francisco – the Company has commenced a 26,053-metre diamond drilling program focused on upgrading and confirming the existing mineral resource, refining the resource model and evaluating opportunities to expand understanding of mineralized zones within and around the existing pits. In parallel, the Company is advancing a technical study to optimize the design and mine plan and establish the technical basis for a potential restart of mining and processing operations, while continuing to assess the project’s broader exploration and resource expansion potential.

●

Don David* – the Company plans to focus on underground grade-control, infill and expansion drilling to extend mine life and expand the existing resource base. Regional exploration will also target the Margaritas and El Rey areas, while development at the Alta Gracia satellite operation is expected to continue providing additional mill feed. The Company sees further upside from important high-grade zones and the broader 55,000-hectare land package surrounding the mine.

●

Back Forty* – the Company is advancing a definitive feasibility study and intends to commence the permitting process as it moves the project toward a potential development decision, subject to the resolution of matters relating to the Osisko Stream Agreements (as defined below) described under “Back Forty Project, United States”. The current mine plan contemplates a combined open-pit and underground operation with a 2,500-tonne-per-day processing plant.

●

Cerro Prieto – the Company is pursuing exploration of nearby areas within our concessions to extend mine life and potentially increase production. The Company has installed a second crushing circuit in fiscal 2025 to expand average crushing capacity to 4,200 tonnes per day, which will increase production in fiscal 2026. The Company is analyzing re-leaching material from existing leach pads to potentially extract residual gold from previously leached material, which may increase future gold production.

●

San José de Gracia – the Company announced that its subsidiary, Goldgroup Resources Inc. (“Goldgroup Resources”), filed a Request for Arbitration on February 17, 2023 with the International Centre for Settlement of Investment Disputes (“ICSID”) against the United Mexican States. The treatment and inaction by the Mexican courts have resulted in a judicial expropriation of Goldgroup Resources’ investment in DynaResource de Mexico S.A. de C.V. (“DynaMexico”) and a denial of justice in breach of Mexico’s obligations under the North American Free Trade Agreement (“NAFTA”). Goldgroup Resources is seeking monetary damages as a result of Mexico’s breaches of NAFTA, as well as declarations from the arbitral tribunal to counter any potentially detrimental consequences stemming from the continued existence of the $48 million judgment issued by the Mexican courts in favour of DynaMexico. The NAFTA hearing concluded on June 3, 2026, and the Company is awaiting a ruling from the tribunal.

*Don David and Back Forty were acquired upon completion of the Merger with GRC on July 17, 2026, subsequent to June 30, 2026.

Going concern

The Company has experienced recurring operating losses and has an accumulated deficit of $226.7 million as at June 30, 2026. In addition, as at June 30, 2026, the Company has a working capital deficiency of $31.5 million. Working capital is defined as current assets less current liabilities and provides a measure of the Company’s ability to settle liabilities that are due within one year with assets that are also expected to be converted into cash within one year. The Company’s ability to continue as a going concern is dependent

Second Quarter – June 30, 2026‌Page 3

Six months ended – June 30, 2026‌

upon its ability to generate future profitable operations and/or to obtain the necessary financing to conduct its planned work program on its mineral properties, meet its on-going levels of corporate overhead and commitments, keep its properties in good standing and discharge its liabilities as they come due. These matters result in material uncertainties which may cast significant doubt about the Company’s ability to continue as a going concern. These financial statements do not include any adjustments that would be necessary if the going concern assumption were not appropriate. If the going concern basis was not appropriate for the financial statements, then adjustments would be necessary in the carrying value of assets and liabilities, the reported revenues and expenses, and the classifications used in the statement of financial position.

FINANCIAL AND OPERATIONAL HIGHLIGHTS


Operating Statistics	Three months ended June 30, 2026	Three months ended June 30, 2025	Six months ended June 30, 2026	Six months ended June 30, 2025
High-grade ore mined (t)	305,300	159,264	650,000	253,407
Run of mine (“ROM”) (t)	13,955	-	50,889	-
Waste mined (tonnes)	2,623,628	580,021	4,862,937	912,462
Total mined (tonnes)	2,942,883	739,285	5,563,826	1,165,869
Waste-to-ore-ratio	8.22	3.64	6.94	3.6
Ore to pad (t)	318,437	163,063	596,693	388,042
ROM to pad (t)	13,955	-	50,889	-
Recovery	66%	48%	85%	49%
Grade of ore mined (g/t Au)	0.59	0.59	0.55	0.62
Grade of ROM mined (g/t Au)	0.30	-	0.41	-
Grade of ore placed on pad (g/t Au)	0.56	0.57	0.48	0.55
Grade of ROM placed on pad (g/t Au)	0.30	-	0.41	-
Gold ounces – produced	3,843	1,446	7,938	3,417
Gold ounces – sold	4,748	1,588	8,996	3,190
Average realized gold price per ounce sold⁽¹⁾	$ 4,429	$ 3,348	$ 4,669	$ 3,080

(1)

This is a non-IFRS measure. See “Non-IFRS Financial Measures” of this MD&A for discussion.

Three months ended June 30, 2026 compared to three months ended June 30, 2025

High-grade ore mined increased significantly from the comparative period as the Company continued its higher level of mining activity following the installation and optimization of the second crushing circuit. The current period also included 13,955 tonnes of ROM material as the Company continued rehandling previously leached ROM material, which is being re-crushed and re-leached to recover residual gold. Ore placed on the leach pads increased to 318,437 tonnes from 163,063 tonnes in the comparative period. Total gold produced increased to 3,843 ounces from 1,446 ounces due to the significantly higher volume of ore placed on the leach pads combined

Second Quarter – June 30, 2026‌Page 4

Six months ended – June 30, 2026‌

with improved recovery, while the grade of ore placed on the pad remained relatively consistent with the comparative period. Recovery increased to 66% from 48%, reflecting continued improvements in leach performance following increased crushing to P80 – 5/8th inch and increased solution flow with a higher cyanide concentration on the leach pads. The waste-to-ore ratio increased to 8.22 from 3.64 in the comparative period, reflecting higher stripping activity as production advances deeper into the Esperanza Extension.

Six months ended June 30, 2026 compared to six months ended June 30, 2025

High-grade ore mined increased significantly to 650,000 tonnes from 253,407 tonnes in the comparative period as the Company increased mining activity, with the current period also including 50,889 tonnes of rehandled ROM material. Ore placed on the leach pads increased to 596,693 tonnes from 388,042 tonnes in the comparative period. Total gold produced increased to 7,938 ounces from 3,417 ounces as a result of the higher volume of ore placed on the leach pads and improved recovery, which more than offset the lower grade of ore placed on the pads. The lower grade reflects production from the Esperanza Extension, which has a lower expected grade, together with the inclusion of rehandled ROM material with a lower residual gold grade. Recovery increased to 85% from 49% in the comparative period, reflecting the drawdown of leach pad inventory accumulated in prior periods in Q1 2026 together with operational improvements to crushing and leaching. The waste-to-ore ratio increased to 6.94 from 3.60 as a result of increased stripping activity as mining progressed deeper into the Esperanza Extension.

Second Quarter – June 30, 2026‌Page 5

Six months ended – June 30, 2026‌

(tabled amounts are expressed in thousands of U.S dollars)	Three months ended June 30,		Six months ended June 30,
		2026	2025	2026	2025
Revenue
Gold sales	$ 21,031	$ 5,317	$ 41,998	$ 9,825
Silver sales	75	47	303	119
Cost of operation	21,106	5,364	42,301	9,944
Cost of sales	(14,512)	(3,476)	(32,112)	(6,230)
Depreciation and depletion	(365)	(183)	(848)	(352)
	6,229	1,705	9,341	3,362
Depreciation	(6)	(3)	(7)	(5)
Share-based compensation	-	(10)	-	(31)
General and administrative	(49)	(739)	(498)	(898)
Salary and consulting	(212)	(154)	(612)	(311)
Professional fees	(1,548)	(425)	(3,298)	(899)
Care and maintenance – San Francisco	(1,711)	-	(2,542)	-
Impairment of Pinos Project	-	(27,648)	-	(27,648)
Finance cost	(910)	(31)	(1,263)	(62)
Exploration costs	-	(193)	(161)	(306)
Unrealized derivative gain (loss) – warrant liability	(4,777)	(8,013)	2,827	(15,743)
Foreign exchange gain (loss)	(1,455)	301	(1,321)	107
Other income	84	72	144	87
(Loss) income before income taxes	(4,355)	(35,138)	2,610	(42,347)
Income taxes (expense) recovery – current	(1,725)	8	(2,338)	4
(Loss) income and comprehensive (loss) income	(6,080)	(35,130)	272	(42,343)
Loss per share – Basic and diluted	$ (0.02)	$ (0.68)	$ 0.00	$ (0.96)
Weighted average shares outstanding (000’s)
Basic	74,624	51,888	74,193	44,040
Diluted	74,624	51,888	82,077	44,040
Total shares issued and outstanding (000’s)	75,515	54,821	75,515	54,821


	As at June 30,
(tabled amounts are expressed in thousands of U.S dollars)	2026	2025
Cash and cash equivalents	$ 15,715	$ 15,122
Total assets	69,289	36,105
Non-current financial liabilities	4,181	75
Cash dividends declared	$ 0.00	$ 0.00

Second Quarter – June 30, 2026‌Page 6

Six months ended – June 30, 2026‌

Three months ended June 30, 2026 compared to three months ended June 30, 2025

Gross profit was $6.23 million in the current period compared to $1.71 million in the comparative period. The increase in gross profit was primarily the result of significantly higher gold sales volumes and realized gold prices, which resulted in revenue increasing to $21.11 million from $5.36 million in the comparative period. The increase in revenue more than offset the corresponding increase in cost of sales.

General and administrative expenses decreased to $49,000 in the current period compared to $739,000 in the comparative period. Salary and consulting expenses increased to $212,000 from $154,000, while professional fees increased significantly to $1.55 million from $425,000, primarily as a result of the increased level of corporate activity and costs associated with the Merger.

The Company recorded care and maintenance costs of $1.71 million related to the San Francisco Project in the current period compared to $nil in the comparative period. No exploration costs were recorded in the current period compared to $193,000 in the comparative period as all exploration expenditures during the period were capitalized. Finance costs increased to $910,000 from $31,000, primarily due to accretion expense associated with the San Francisco royalty payable and asset retirement obligation.

In the current period, the Company recorded an unrealized loss on its warrant liability of $4.78 million compared to a loss of $8.01 million in the comparative period as a result of fluctuations in market conditions affecting the valuation of outstanding warrants. The Company also recorded a foreign exchange loss of $1.46 million compared to a gain of $301,000 in the comparative period due to movements in foreign exchange rates.

As a result of the foregoing, the Company recorded a loss before income taxes of $4.36 million compared to a loss before income taxes of $35.14 million in the comparative period. The comparative period included a $27.65 million impairment of the Pinos Project, whereas no impairment was recorded in the current period. The Company recorded current income tax expense of $1.73 million in the current period compared to a recovery of $8,000 in the comparative period, resulting in a net loss of $5.95 million compared to a net loss of $35.13 million in the comparative period.

Six months ended June 30, 2026 compared to six months ended June 30, 2025

Gross profit was $9.34 million in the current period compared to $3.36 million in the comparative period. The increase in gross profit was primarily the result of significantly higher gold sales volumes and realized gold prices, which resulted in revenue increasing to $42.30 million from $9.94 million. The increase in revenue more than offset the corresponding increase in cost of sales.

General and administrative expenses decreased to $498,000 in the current period compared to $898,000 in the comparative period. Salary and consulting expenses increased to $612,000 from $311,000, while professional fees increased significantly to $3.30 million from $899,000, primarily due to the increased level of corporate activity and costs associated with the GRC transaction.

The Company recorded care and maintenance costs of $2.54 million related to the San Francisco Project in the current period compared to $nil in the comparative period. Exploration costs decreased to $161,000 from $306,000. Finance costs increased to $1.26 million from $62,000, primarily due to accretion expense associated with the San Francisco royalty payable and asset retirement obligation.

In the current period, the Company recorded an unrealized gain on its warrant liability of $2.83 million compared to an unrealized loss of $15.74 million in the comparative period as a result of fluctuations in market conditions affecting the valuation of outstanding warrants. The Company also recorded a foreign exchange loss of $1.32 million compared to a gain of $107,000 in the comparative period.

The comparative period included a $27.65 million impairment of the Pinos Project, whereas no impairment was recorded in the current period. As a result of the foregoing, the Company recorded income before income taxes of $2.61 million compared to a loss before income taxes of $42.35 million in the comparative period. Current income tax expense was $2.34 million compared to a recovery of $4,000 in the comparative period, resulting in net income of $272,000 compared to a net loss of $42.34 million in the comparative period.

Second Quarter – June 30, 2026‌Page 7

Six months ended – June 30, 2026‌

Cash and cash equivalents were $15.72 million as at June 30, 2026 compared to $15.12 million as at June 30, 2025. Total assets increased to $69.29 million from $36.11 million, primarily due to the acquisition of the San Francisco Project in December 2025 and the resulting increase in the Company’s operational asset base.

Non-current financial liabilities increased to $4.18 million from $75,000 in the comparative period, primarily reflecting the royalty payable associated with the San Francisco Project.

QUARTERLY RESULTS

(tabled amounts are expressed in thousands of U.S. dollars)	Q2 2026	Q1 2026	Q4 2025	Q3 2025	Q2 2025	Q1 2025	Q4 2024	Q3 2024
Revenue	21,106	21,195	9,330	3,707	5,364	4,580	3,931	3,663
Income (loss) income from mine operations	6,229	3,112	4,436	(2,540)	1,705	1,657	(102)	(31)
Net income (loss)	(6,080)	6,352	(21,272)	(4,769)	(35,130)	(7,209)	(1,765)	(1,141)
Basic and diluted earnings (loss) per share	(0.02)	0.02	(0.04)	(0.02)	(0.17)	(0.07)	(0.02)	(0.01)
Diluted earnings (loss) per share	(0.02)	0.02	(0.04)	(0.02)	(0.17)	(0.07)	(0.02)	(0.01)
Cash and cash equivalents	15,715	15,366	9,611	13,446	15,122	7,827	366	733
Total assets	69,289	67,316	71,664	47,722	36,105	16,065	6,215	7,520
Non-current financial liabilities	4,181	3,434	4,061	31	33	35	15	578
Cash dividend declared	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
Total ounces produced	3,843	4,043	2,979	1,684	1,446	1,972	1,540	1,476
Total ounces sold	4,748	4,248	2,277	1,096	1,588	1,603	1,392	1,479

Three months ended June 30, 2026 statement of losses compared with previous quarters in 2025 and 2024

Revenue has fluctuated over the comparative quarters as a result of changes in gold production, sales volumes, realized gold prices and the areas being mined. Revenue in the current period was $21.11 million, which was consistent with Q1 2026 and significantly higher than all other comparative quarters presented. The strong revenue in the current period was driven by 4,748 ounces of gold sold, the highest sales volume of any quarter presented, together with continued strong realized gold prices.

Income from mine operations was $6.23 million in the current period, the highest of all comparative quarters presented and approximately double the $3.11 million recorded in Q1 2026. The improvement reflects the higher sales volume and strong realized gold prices, which more than offset the associated increase in production costs.

The Company recorded a net loss of $6.08 million in the current quarter compared to net income of $6.35 million in Q1 2026 and net losses in all other comparative quarters presented. The current-period net loss was primarily impacted by an unrealized loss on the warrant liability, increased professional fees associated with the Merger, care and maintenance costs related to the San Francisco Project, higher finance costs and foreign exchange losses, partially offset by the stronger operating performance.

Total gold production has fluctuated over the comparative quarters due to changes in grade, recovery, mining activity and the processing of both high-grade and run-of-mine material. Gold production in the current period was 3,843 ounces compared to 4,043 ounces in Q1 2026 and was higher than all other comparative quarters presented. The continued strong production reflects increased mining and crushing capacity, higher volumes of ore placed on the leach pads and improved recovery.

Total assets and non-current liabilities as at June 30, 2026 compared with previous quarters in 2025 and 2024

Total assets were $69.29 million as at June 30, 2026, an increase from $67.32 million at March 31, 2026 and substantially higher than the comparative quarters prior to Q4 2025. The increase relative to earlier periods primarily reflects the acquisition of Molimentales (as defined below) and the San Francisco Project in December 2025, together with the Company’s higher cash balance and expanded operational asset base.

Second Quarter – June 30, 2026‌Page 8

Six months ended – June 30, 2026‌

Non-current financial liabilities were $4.18 million as at June 30, 2026 compared to $3.43 million at March 31, 2026 and $4.06 million at December 31, 2025. The balance remains significantly higher than periods prior to Q4 2025, primarily reflecting the royalty payable associated with the acquisition of Molimentales and the San Francisco Project.

DON DAVID GOLD MINE, MEXICO

The Don David Gold Mine (“Don David”) was acquired upon completion of the Merger with GRC on July 17, 2026, subsequent to June 30, 2026. Don David is a producing underground mine focused on the development of precious and base metals, located in Oaxaca, Mexico and is owned through Don David Gold Mexico S.A. de C.V. Commercial production commenced in July 2010. The operation produces gold, silver, copper, lead and zinc through concentrates from polymetallic mineralization.

The Don David properties consist of six mineral properties located along the San Jose structural corridor in Oaxaca. Collectively, the properties cover approximately 55 continuous kilometres of the structural corridor and extend across three historic mining districts, providing a significant regional land position for ongoing exploration and development.

Mining operations are principally conducted at the Arista underground mine, which hosts several mineralized vein systems, including the Arista, Switchback and Three Sisters systems. Underground mining is conducted using a combination of cut-and-fill and long-hole mining methods. Ore from the underground operation is transported to the Aguila processing facility, which includes flotation and agitated leach circuits capable of producing doré and separate zinc, lead-silver and copper-gold concentrates. The operation is supported by existing mine development, processing and tailings facilities, electrical infrastructure, water storage, laboratories, workshops, offices and other site infrastructure.

A significant component of the Company’s recent operating and exploration strategy has been the development and definition of higher-grade areas within the existing mine. In particular, development and drilling have focused on the Three Sisters vein system and selected areas of the Arista system to provide additional production areas, improve mine sequencing and increase operating flexibility. Exploration potential remains within the existing Arista mine systems, including extensions of the Arista and Three Sisters veins, which remain open in several directions.

In addition to near-mine exploration, Don David maintains a number of regional exploration projects along the San Jose structural corridor. Historical exploration has identified prospective areas, including Alta Gracia, Margaritas, El Rey, Jabalí and other targets. The Company’s exploration programs have focused on evaluating and prioritizing these projects for their potential to provide additional mineral resources and, where appropriate, future satellite feed for the existing Don David processing infrastructure.

See the technical report in respect of Don David with an effective date of December 31, 2025 available under the Company’s profile on SEDAR+ at www.sedarplus.ca.

SAN FRANCISCO PROJECT, MEXICO

On December 23, 2025, the Company acquired all of the issued and outstanding Series “A” shares in the fixed capital and all the issued and outstanding Series “B” shares in the variable capital of Molimentales del Noroeste, S.A. de C.V. (“Molimentales”) through a Concurso Mercantil process (restructuring proceeding equivalent to Chapter 11 in the United States). The Company has received approval from the Second District Court for Commercial Bankruptcy Matters (the “Mexican Court”) to the plan of arrangement the Company filed with the Mexican Court under the Concurso Mercantil process.

The San Francisco Project is situated in the north central portion of the state of Sonora, Mexico, approximately 150 kilometres (km) north of the state capital, Hermosillo. The San Francisco Project is comprised of two previously mined open pits (San Francisco and La Chicharra), together with heap leach processing facilities and associated infrastructure located close to the San Francisco pit. At this time, the leach pads are no longer producing, no mining is being conducted, and the project is on care and maintenance.

The Company’s San Francisco Project has the following obligations owed to SA Targeted Investing Corp., a subsidiary of Royal Gold, Inc. (“Royal Gold”):

(i)

Gold Delivery: Commencing 5 (five) business days after restart of operations, and every month thereafter, deliver 75 gold ounces per month for 20 months to Royal Gold;

Second Quarter – June 30, 2026‌Page 9

Six months ended – June 30, 2026‌

(ii)

Net Smelter Royalty: the Company will pay to Royal Gold a 1% NSR on each of the following mining concessions: San Francisco, Patricia, Norma, La Pima, Dulce, and San Judas. The NSR will commence once the Gold Delivery obligation is complete.

Technical Report

On May 11, 2026, the Company filed a technical report on the San Francisco Project entitled “NI 43-101 Technical Report for the San Francisco Project, Sonora, Mexico” with an effective date of April 30, 2026 (the “San Francisco Report”), and prepared by William J. Lewis, B.Sc., P.Geo., Richard M. Gowans, P.Eng., and Tudorel Ciuculescu, B.Sc., M.Sc., P. Geo., each of Micon International. The San Francisco Report is available under Goldgroup’s profile on SEDAR+ at www.sedarplus.ca.

The San Francisco Report highlights a robust project with significant gold resources and strong upside potential:

●

Current Measured & Indicated (M&I) mineral resources are estimated at 105,000K tonnes with an average grade of 0.36 g/t gold and containing approximately 1.23 million oz gold with 17,268K tonnes of Inferred resources with an average grade of 0.32 g/t gold containing approximately 178K oz gold ¹, each with an effective date of April 30, 2026. See the San Francisco Report for more information, including with respect to the sampling, analytical, and test data underlying the information, data verification process, and key assumptions, parameters, and methods used.

●

Additionally, the San Francisco Report states that the moderately drilled El Llano zone, contiguous to the San Francisco pit, presents an Exploration Target based on widespread drilling potentially containing between 40 million tonnes at 0.61g/t Au (possible 788,000 oz Au) to 78 million tonnes at 0.38g/t Au (possible 960,000 oz Au). These potential quantity and grades are conceptual in nature, there has been insufficient exploration drilling to define a compliant mineral resource and it is uncertain if further exploration will result in the target being delineated as a mineral resource. See the San Francisco Report for more information, including the basis on which the potential quantity and grade have been determined.

●

The San Francisco Project is fully permitted for a rapid restart of mining operations and is comprised of two open pits with historic production up to 2023 (San Francisco and La Chicharra), together with heap leach processing facilities and associated infrastructure located close to the San Francisco pit.

●

Historic production from the project between 2010 and 2023, before being acquired by Goldgroup, was 1,299,502 ounces. The project still contains a significant mineral resource of gold ounces, as outlined herein, and potential to discover additional mineral resources within its mining concessions.

●

The San Francisco deposits are roughly tabular with multiple phases of gold mineralization with gold occurring principally as free gold. The deposits strike 60º to 65º west, dip to the northeast, range in thickness from 4 to 50 metres (m), extend over 1,500 m along strike and are open along strike.

●

There have been no processing factors or deleterious elements identified that have had a material negative effect on historic economic extraction. Gold is recovered from the mineralization mined from the San Francisco and La Chicharra deposits by using conventional crushing and heap leach technology.

●

There is an extensive database of 719,247 m of drilling for the entire property, including exploration drilling outside the San Francisco and La Chicharra pits. This large drilling database is a valuable asset as it directly underpins the understanding of the deposits and supports a robust geological model as well as future exploration and expansion planning.

Second Quarter – June 30, 2026‌Page 10

Six months ended – June 30, 2026‌

CERRO PRIETO PROJECT, MEXICO

Overview

The Cerro Prieto project, located in the Cucurpe Mining District, Sonora, Mexico, is comprised of the San Felix (205 ha), San Francisco (10 ha), Elba (5.82 ha), Huerta de Oro (20 ha), Reyna de Plata (9.79 ha), Cerro Prieto “North” (2,508 ha) and Argonauta 6 (4,120 ha) mineral concessions. Cerro Prieto is 52 road kilometers from the regional center of Magdalena de Kino (population 40,000) and 150 kilometers northeast of the city of Hermosillo.

Gold is produced in doré in Mexico and then shipped to a refiner in the United States for final refining prior to sale. Cerro Prieto is subject to a 2% NSR royalty payable upon production.

On November 6, 2025, the Company filed an updated technical report on the Cerro Prieto gold project entitled “Cerro Prieto Project, Heap Leach Project, Magdalena de Kino, State of Sonora, Mexico” with an effective date of April 4, 2025 (the “Cerro Prieto Report”). The Cerro Prieto Report was prepared by Rodrigo R Carneiro MSc, QP, SME Registered Member, José Antonio Olmedo MSc, P. Eng. Geo, QP, SME Registered Member and Cristian Garcia, P. Eng., QP, Registered at Engineers and Geoscientists of British Columbia and independent of the Company, and is available under Goldgroup’s profile on SEDAR+ at www.sedarplus.ca.

The Cerro Prieto Report provides an independent assessment of the Mineral Resources Estimates of the Esperanzas Deposit within the Cerro Prieto Mine, which includes the La Esperanza and Nueva Esperanza contiguous zones.

The Cerro Prieto Report highlights the potential of the Esperanzas Deposit area and other nearby targets. The Company commenced exploitation of Esperanzas and exploration of other areas and has, as well, begun preparations for potential leach pad reprocessing, an important optimization initiative that may further increase gold production at the mine.

The following table presents the Measured and Indicated mineral resource estimates, and the Inferred mineral resource estimate at the Esperanzas Deposit at a cut-off grade of 0.20 g/t gold.

Measured and Indicated Mineral Resources effective as of April 4, 2025
Cut-Off Grade Au (g/t)	Class			Volume (m³)		Density (g/cm³)		Mass (t)		Average Au Grade (g/t)	Material Content Au (Oz)
≥ 0.200	Measured			1,212,375		2.33		2,826,313		0.370	33,954
		Indicated			133,750		2.26		302,530		0.330	3,255
		Measured + Indicated			1,346,125		2.32		3,128,843		0.370	37,209
Inferred Mineral Resources effective as of April 4, 2025
Cut-off Au Grade (g/t)		Class	Volume (m3)		Density (g/cm3)		Mass (t)		Average Au Grade (g/t)		Material Au Content (Oz)
≥ 0.200		Inferred	60,750		2.17		131,536		0.360		1,504

See the Cerro Prieto Report for more information, including with respect to the sampling, analytical, and test data underlying the information, data verification process, and key assumptions, parameters, and methods used.

The Company is currently running an exploration program at Cerro Prieto, which involves diamond drilling along the main mineralized structures as well as definition drilling in specific areas of interest. In addition, geophysical surveys using induced polarization methods are being finalized outlining promising targets in previously unexplored areas south of the leach pads, following the trend of the project's major mineralizing structure.

Second Quarter – June 30, 2026‌Page 11

Six months ended – June 30, 2026‌

BACK FORTY PROJECT, UNITED STATES

The Back Forty Project (“Back Forty”) was acquired upon completion of the Merger with GRC on July 17, 2026, subsequent to June 30, 2026. Back Forty is a 100%-owned advanced-stage polymetallic development project located in Menominee County in Michigan’s Upper Peninsula, United States. GRC acquired the project through its acquisition of Aquila Resources Inc. in December 2021. Back Forty hosts a gold-rich volcanogenic massive sulphide deposit containing gold, silver, zinc, copper and lead.

The project comprises approximately 1,300 hectares of private and State of Michigan mineral lands and has been the subject of substantial historical exploration, engineering, metallurgical, environmental and permitting work. Prior to GRC’s acquisition, Aquila and its joint venture partners had undertaken extensive exploration and project development work on the property.

The current development concept contemplates a combined open-pit and underground mining operation together with an approximately 2,500-tonne-per-day processing facility and associated infrastructure. If developed, the project would be expected to produce gold and silver doré as well as copper and zinc concentrates containing payable gold and silver.

GRC completed additional metallurgical and economic optimization work during 2023 and filed an S-K 1300 Technical Report Summary in October 2023, with an effective date of September 30, 2023. The updated development concept was intended to improve project economics and reduce environmental impacts, including avoiding planned impacts to wetlands, which management believed would support the project’s future permitting process.

Following a period of limited advancement while GRC focused its available capital on Don David, GRC made a strategic decision in late 2025 to resume development activities at Back Forty. In April 2026, GRC engaged Responsible Mining Solutions Corp., part of SLR Consulting Ltd., to complete a comprehensive feasibility study intended to support the permitting process and advance the project toward a development decision.

The Back Forty Project is subject to gold and silver streaming arrangements with Osisko Bermuda Limited, now OR Royalties Inc. (“Osisko”). Under these arrangements (the “Osisko Stream Agreements”), Osisko previously advanced an aggregate of $37.2 million in exchange for a portion of future gold and silver production from the project. The Osisko Stream Agreements provide for additional funding upon achievement of certain development and financing milestones and also contain customary provisions regarding default and security.

In June 2026, the Osisko Stream Agreements were amended to extend the deadline for obtaining all material permits required to construct and operate the Back Forty Project from June 30, 2026 to August 31, 2026. The permitting milestone was not achieved by August 31, 2026, and the Company is discussing a possible further amendment with Osisko but may not reach an agreement on acceptable terms or at all. If an amendment is not obtained and the Company defaults under the Osisko Stream Agreements, it may be required to repay amounts previously advanced, together with applicable interest. Osisko may also be entitled to exercise its rights as a secured party, including by taking possession of the Back Forty assets.

Back Forty is considered a longer-term growth asset within the Company’s portfolio. Advancement of the project is expected to focus on completion of the feasibility study, permitting and subsequent evaluation of a development decision and project financing; however, the timing and extent of further advancement will depend on, among other things, the Company’s ability to address the permitting milestone and related default risk under the Osisko Stream Agreements.

Second Quarter – June 30, 2026‌Page 12

Six months ended – June 30, 2026‌

NAFTA CLAIM

Overview

On September 1, 2006, the Company entered into an Earn in/Option Agreement with DynaMexico and its parent company, DynaResource, Inc. (“DynaUSA”). Under the agreement, the Company had the right to earn up to a 50% equity interest in DynaMexico by funding up to $18 million in exploration and development expenditures on the San Jose de Gracia property. On March 14, 2011, the Company completed its Earn in/Option Agreement with DynaMexico for its 50% equity interest by reaching the expenditure funding requirement of $18 million. Subsequent to this date there have been legal claims filed in Mexico and the United States which resulted in the foreclosure of the Company’s share ownership.

On October 13, 2015, the Company was made aware of a news release disseminated by DynaMexico which claimed that DynaMexico was awarded a $48 million judgement against the Company’s subsidiary Goldgroup Resources Inc. The Company’s position in response to the $48 million claim is that the Company was never notified of the purported court case, and does not recognize any of the claims mentioned therein and is of the belief that such claims are entirely without merit. The Company pursued the case to the Mexican Supreme Court level to get the judgment overturned.

On December 6, 2019, the 11th Federal Circuit Collegiate Court in México denied Goldgroup’s amparo regarding the $48 million claim and on February 20, 2020, a Mexico City court issued a judgment in favour of DynaMexico.

On December 4, 2020, DynaMexico filed another claim seeking recognition of the judgment under the Texas Uniform Foreign-County Money Judgment Recognition Act. The Company filed a Special Appearance, Motion to Dismiss for Improper Venue, and Motion for Non-Recognition in response. A hearing was held on the Special Appearance and Motion to Dismiss for Improper Venue on February 8, 2021 and on May 12, 2021, the 134th Judicial District Court, as a District Court of the State of Texas, ruled that it is not required to recognize DynaMexico’s foreign judgment from the country of Mexico. DynaUSA appealed this decision and the appeal was fully briefed and oral arguments were held on April 20, 2022. On May 2, 2023, the court of appeals dismissed DynaUSA’s appeal.

On March 6, 2023, the Company announced that its subsidiary, Goldgroup Resources, filed a Request for Arbitration on February 17, 2023 with the ICSID against the United Mexican States. The treatment and inaction by the Mexican courts have resulted in a judicial expropriation of Goldgroup Resources’ investment in DynaMexico and a denial of justice in breach of Mexico’s obligations under the NAFTA. On February 7, 2024, Goldgroup Resources filed its Memorial on the Merits related to the NAFTA claim and received Mexico’s Counter Memorial on the Merits and Memorial on Jurisdiction on June 19, 2024. On December 12, 2024, the Company Goldgroup Resources filed its Reply on the Merits and Counter Memorial on Jurisdiction and received Mexico’s Rejoinder on the Merits and Reply on Jurisdiction on April 28, 2025. On June 11, 2025, Goldgroup Resources filed its Rejoinder on Jurisdiction. On August 15, 2025, Goldgroup Resources and Mexico filed their respective Comments on the Non-Disputing Party Submissions filed by Canada and the United States of America pursuant to NAFTA Article 1128. On September 23, 2025, Goldgroup Resources’ damages experts filed a Supplemental Report on Quantum, and Goldgroup Resources received the Supplemental Report on Quantum of Mexico’s damages experts on November 18, 2025. Goldgroup Resources is seeking monetary damages as a result of Mexico’s breaches of NAFTA, as well as declarations from the arbitral tribunal to counter any potentially detrimental consequences stemming from the continued existence of the $48 million judgment issued by the Mexican courts in favour of DynaMexico. The NAFTA hearing concluded on June 3, 2026, and the Company is awaiting a ruling from the tribunal.

Second Quarter – June 30, 2026‌Page 13

Six months ended – June 30, 2026‌

PINOS DISPOSITION

On February 27, 2026, the Company closed the sale of its 100% interest in Apolo, which holds the fully permitted Pinos Project. The decision to divest the Pinos Project followed management’s determination that, with the acquisition of the San Francisco mine and the Merger with GRC, the Pinos Project was non-core to the Company’s strategy.

Pursuant to the Share Purchase Agreement dated December 31, 2025 with a private arm’s length British Columbia company (the “Purchaser”), the Company sold all of the issued and outstanding shares of Apolo for total consideration of $5.0 million, consisting of:

●

A cash deposit of $2.45 million payable on signing (of which $2.445 million was received as at December 31, 2025); and

●

$2.0 million secured by a promissory note, payable on or before August 27, 2026..

In addition, the Purchaser assumed all liabilities associated with the Company’s original acquisition of Apolo, including the $0.4 million remaining payable under the original purchase agreement and $1.5 million payable to the previous owners of the Pinos Project triggered by the sale.

LIQUIDITY AND CAPITAL RESOURCES

A summary of the Company’s cash position and changes in cash and cash equivalents for:

	For the six months ended June 30,
(tabled amounts are expressed in thousands of U.S. dollars)	2026	2025
Cash used by operating activities - net	$ 6,017	$ (4,974)
Cash (used) generated in investing activities	(1,800)	(1,410)
Cash (used) generated by financing activities	1,887	21,140
(Decrease) increase in cash and cash equivalents	6,104	14,756
Cash, beginning of period	9,611	366
Cash, end of period	$ 15,715	$ 15,122

Cash outflow from operating activities were lower in the current year due to cash flow from mining operations and the change working capital items (e.g. change in accounts receivables), net of corporate expenses.

Cash outflows from investing activities were $1.8 million in the current period as the Company purchased property, plant and equipment in the current period related to the second crushing circuit expansion and capitalized exploration costs net of proceeds received on the sale of the Pinos Project.

Cash inflows from financing activities decreased compared to the comparative period, as the Company did not complete any equity financings during the current period. Cash inflows in the current period were limited to minimal proceeds from the exercise of stock options and warrants, compared to the prior period which included proceeds from completed financings as well as higher option and warrant exercises.

As at June 30, 2026, the Company had a working capital deficiency of $31.6 million (current assets of $30.5 million less current liabilities of $62.1 million), compared to a working capital deficiency of $40.3 million as at December 31, 2025. As disclosed in Note 1 to the Company's condensed interim consolidated financial statements, the Company has experienced recurring operating losses and has an accumulated deficit of $226.6 million as at June 30, 2026. These factors raise material uncertainty that may cast significant doubt on the Company's ability to continue as a going concern. See "Going Concern" above for further detail.

Of the $62.1 million in current liabilities, $35.7 million relates to the warrant liability, a non-cash, fair-value-remeasured obligation that will be settled through the issuance of common shares upon exercise, or extinguished without a cash outlay upon expiry, rather than

Second Quarter – June 30, 2026‌Page 14

Six months ended – June 30, 2026‌

through a cash payment. Excluding this non-cash item, the Company has a cash working capital of approximately $4.1 million as at June 30, 2026.

Management's plans to address the Company's liquidity position include:

●

continuing to generate operating cash flow from the Cerro Prieto Gold Mine, where gold production and ore placed on the leach pads increased significantly in the current period following the optimization of the second crushing circuit;

●

the addition, subsequent to June 30, 2026, of the producing Don David Gold Mine through completion of the Merger with Gold Resource Corporation on July 17, 2026, which management expects to strengthen the Company's consolidated operating cash flow and financial position;

●

pursuing additional equity or debt financings, and proceeds from the exercise of outstanding stock options and warrants, as needed; and

●

ongoing planning, budgeting and forecasting to align capital spending with available liquidity.

There is no assurance that management's plans will be successful, or that additional financing will be available on terms acceptable to the Company, or at all. The condensed interim consolidated financial statements do not include any adjustments that would be necessary if the going concern assumption were not appropriate.

Capital Resources

The Company's capital resources consist primarily of cash on hand and cash flow generated from mining operations. As at June 30, 2026, the Company had cash of $15.7 million, compared to $9.6 million as at December 31, 2025.

Anticipated capital expenditures: Over the next twelve months, the Company expects to incur capital expenditures related to continued optimization of the second crushing circuit and sustaining capital at Cerro Prieto, drilling and care and maintenance activities at the San Francisco Project, and, following completion of the Merger, sustaining capital at the Don David Gold Mine and continued advancement of the definitive feasibility study and permitting process at the Back Forty Project, subject to resolution of matters relating to the Osisko Stream Agreements

Known commitments: As at June 30, 2026, the Company's known commitments included royalty payables of $1.2 million (current) and $4.1 million (long-term), decommissioning obligations of $8.7 million, and lease liabilities of $0.1 million.

Sufficiency of capital resources: the Company expects that its existing capital resources will require additional support to meet its normal operating requirements and planned development and exploration activities over the next twelve months. The Company intends to fund this shortfall through the sources described above under "Liquidity," including operating cash flow from its now-expanded portfolio of producing mines, remaining private placement proceeds, and additional equity or debt financing as required. There is no assurance that such additional financing will be available on acceptable terms, or at all.

ANALYSIS OF FINANCINGS

During the six months ended June 30, 2026, the Company did not complete any financings.

The following table sets out prior disclosure by the Company of its intended use of proceeds, other than working capital related costs, from the foregoing financings, the Company’s actual achievements and an explanation of any variation.

Disclosed Use of Proceeds

Company Achievements

Reasons for Variation

January 21, 2025

The Company intends to use the net proceeds raised from the private placement to fund advancement of the Company’s Cerro Prieto project, for general working capital purposes and debt reduction.

The Company has made capital expenditures to further improve mining operations at Cerro Prieto and has reduced overall debt of the Company.

N/A

March 17, 2025

Second Quarter – June 30, 2026‌Page 15

Six months ended – June 30, 2026‌

Disclosed Use of Proceeds

Company Achievements

Reasons for Variation

The Company intends to use the net proceeds raised from the private placement for Cerro Prieto mine improvements, Pinos Project preliminary economic assessment update, debt reduction and general working capital.

The Company has made capital expenditures to further improve mining operations at Cerro Prieto and has reduced overall debt of the Company. No expenditures have been made on the Pinos Project.

No expenditures were made on the Pinos Project based on the analysis of strategic alternatives post- acquisition, the Company determined the best path forward was to divest the Pinos Project and entered into a sales agreement on December 31, 2025 which closed subsequent to year end.

March 28, 2025

The Company intends to use the net proceeds raised from the private placement for Cerro Prieto mine improvements, a Pinos Project preliminary economic assessment update, debt reduction and general working capital.

The Company has made capital expenditures to further improve mining operations at Cerro Prieto and has reduced overall debt of the Company. No expenditures have been made on the Pinos Project.

No expenditures were made on the Pinos Project based on the analysis of strategic alternatives post-acquisition, the Company determined the best path forward was to divest the Pinos Project and entered into a sales agreement on December 31, 2025 which closed subsequent to year end.

May 7, 2025

The Company intends to use the net proceeds raised from the private placement for near mine exploration at the Cerro Prieto Project, mine capital equipment and production improvements, a Pinos Project PEA update, debt reduction, ongoing assessment of acquisition opportunities and general corporate working capital purposes.

The Company has made capital expenditures to further improve mining operations at Cerro Prieto, has reduced overall debt of the Company and has started exploration activities at Cerro Prieto. No expenditures have been made on the Pinos Project.

No expenditures were made on the Pinos Project based on the analysis of strategic alternatives post-acquisition, the Company determined the best path forward was to divest the Pinos Project and entered into a sales agreement on December 31, 2025 which closed subsequent to year end.

August 5, 2025

The net proceeds from this private placement will be primarily dedicated to the diligent assessment and strategic pursuit of acquisition opportunities. With a focus on enhancing shareholder value, the Company aims to leverage these funds to acquire promising mining assets, potentially including operating mines or strategic stakes in other mining companies.

Subsequent to June 30, 2026, on July 17, 2026, the Company completed the Merger with GRC, resulting in GRC becoming a wholly owned subsidiary of the Company. A portion of the proceeds from the private placement was used to fund legal, advisory and other transaction-related costs associated with the Merger.

A portion of the proceeds was used to fund expenditures at the San Francisco Project, including drilling and care and maintenance activities, as well as legal, advisory and other transaction-related costs associated with the Company’s Merger with GRC, which closed subsequent to June 30, 2026 on July 17, 2026. The remaining proceeds continue to be available for the Company’s previously disclosed corporate and strategic purposes.

September 12, 2025

The net proceeds from this private placement will be primarily

The Company acquired the Molimentales interests through the

A portion of the proceeds was used to fund expenditures at the San

Second Quarter – June 30, 2026‌Page 16

Six months ended – June 30, 2026‌

Disclosed Use of Proceeds

Company Achievements

Reasons for Variation

dedicated to the diligent assessment and strategic pursuit of acquisition opportunities. With a focus on enhancing shareholder value, the Company aims to leverage these funds to acquire promising mining assets, potentially including operating mines or strategic stakes in other mining companies.

Concurso Mercantil (bankruptcy) process and has subsequently incurred significant expenditures at the San Francisco Project, including drilling activities and care and maintenance costs. In addition, subsequent to June 30, 2026, on July 17, 2026, the Company completed the Merger with GRC, resulting in GRC becoming a wholly owned subsidiary of the Company.

Francisco Project, including drilling and care and maintenance activities, as well as legal, advisory and other transaction-related costs associated with the Company’s Merger with GRC, which closed subsequent to June 30, 2026 on July 17, 2026. The remaining proceeds continue to be available for the Company’s previously disclosed corporate and strategic purposes.

SHAREHOLDER’S EQUITY

The Company’s authorized capital stock consists of an unlimited number of common shares without par value. As at June 30, 2026, the Company had 75,514,252 common shares, 1,190,625 stock options and 13,120,668 warrants outstanding. As at the date of this MD&A, the Company had 135,644,619 common shares, 1,928,316 stock options, 12,995,668 warrants and 678,721 rights outstanding.

On July 10, 2026, the Company completed a share consolidation on the basis of one (1) post-consolidation common share for every four (4) pre-consolidation common shares. All share, per share, stock option, and warrant information has been retrospectively restated in this MD&A to reflect this share consolidation.

During the period ended June 30, 2026, the Company issued 2,005,553 common shares as a result of warrant exercises for gross proceeds of approximately $1,813,000 (CAD $2,521,000).

During the period ended June 30, 2026, the Company issued 381,250 common shares as a result of option exercises for gross proceeds of approximately $83,000 (CAD $114,000).

Subsequent to June 30, 2026, the Company issued 125,000 common shares as a result of warrant exercises for gross proceeds of approximately $53,000 (CAD $75,000).

Subsequent to June 30, 2026, the Company has issued 475,000 common shares as a result of options exercises for gross proceeds of approximately $55,000 (CAD $76,000).

Subsequent to June 30, 2026, the Company granted 937,500 options to certain former directors of the Company. The options are exercisable at a price of $6.20 per Goldgroup share. The options vest immediately and expire one (1) year from the date of grant.

Subsequent to June 30, 2026, the Company issued 276,412 common shares to net settle 593,540 RSUs outstanding and cash settled 40,379 DSUs.

Subsequent to June 30, 2026, the Company cancelled 27,753 outstanding rights to former employees.

Subsequent to June 30, 2026 and in connection with completion of the Merger, the Company converted 54,429 performance share units assumed from GRC to restricted share units.

Subsequent to June 30, 2026, the Company’s shareholders approved a “rolling up to 10% and fixed up to 10%” equity incentive plan (as such term is defined in TSXV Policy 4.4).

On July 17, 2026, the Company and GRC closed the Merger pursuant to the Arrangement Agreement. As a result of the Merger, GRC shareholders received 0.3619 common shares of Goldgroup for each share of GRC’s common stock held. In accordance with the terms

Second Quarter – June 30, 2026‌Page 17

Six months ended – June 30, 2026‌

of the Arrangement Agreement, Goldgroup and GRC jointly determined the ratio of the share consolidation to be one (1) post-consolidation Goldgroup share for every four (4) pre-consolidation Goldgroup shares. In connection with the completion of the Merger, the Company issued 59,253,705 common shares and assumed 275,191 stock options, 481,848 deferred share units, 685,961 restricted share units and 172,584 performance share units.

The table below provides a summary of the warrants outstanding as at the date of this MD&A:


Expiry date	Number of warrants	Exercise price (CAD$)
January 21, 2027	1,558,591	0.60
March 17, 2027	3,029,167	1.80
March 27, 2027	292,958	1.80
November 7, 2026	3,024,154	3.00
August 5, 2027	3,976,955	4.40
September 27, 2027	1,113,843	4.20
	12,995,668

The table below provides a summary of the stock options outstanding as at the date of this MD&A:


Expiry date	Number of stock options	Number of stock options (vested)	Exercise price $
October 31, 2028	715,625	1,190,625	CAD 0.16
July 3, 2027	937,500	937,500	CAD 6.20
February 25, 2031	36,190	36,190	USD 7.66
January 4, 2031	58,051	58,051	USD 6.66
March 21, 2032	180,950	180,950	USD 9.15
	1,928,316	2,403,316

The table below provides a summary of the rights outstanding as at the date of this MD&A:


Expiry date	Number of rights
Deferred Share Units (DSUs)	418,482
Restricted Share Units (RSUs)	260,239
	678,721

Second Quarter – June 30, 2026‌Page 18

Six months ended – June 30, 2026‌

REGULATORY DISCLOSURES

Off-balance sheet arrangements

The Company does not have any off-balance sheet arrangements.

Proposed Transactions

The Company does not have any proposed transactions as at June 30, 2026, other than as disclosed elsewhere in this MD&A.

Financial instruments

Fair values of financial instruments

The fair values of financial instruments are summarized as follows:

Fair value measurements

The accounting classification of each category of financial instruments, and the level within the fair value hierarchy in which they have been classified are set out below:


	Fair Value Hierarchy Level	June 30, 2026	December 31, 2025
Financial assets
Amortized cost
Cash ⁽¹⁾	N/A	$ 15,715	$ 9,611
Receivables ⁽¹⁾	N/A	301	451
Assets held for sale	N/A	-	35
Note receivable	N/A	2,000	-

Financial liabilities
Other financial liabilities
Accounts payable & accrued liabilities ⁽¹⁾	N/A	24,991	25,202
Liabilities held for sale	N/A	-	422
Royalty payable	Level 2	5,281	4,284
Lease liability	N/A	131	38
Warrant liability ⁽²⁾	Level 3	35,822	45,992

(1)

The carrying value of cash and cash equivalents, receivables, accounts payable and accrued liabilities approximates fair value due to the short-term nature of these items.

(2)

The Company applies a standard Black-Scholes model to value the warrant liability.

Credit Risk

Liquidity Risk

Second Quarter – June 30, 2026‌Page 19

Six months ended – June 30, 2026‌

payable and accrued liabilities, lease liability, loan payable and income taxes payable are due within the current operating period. The Company is exposed to liquidity risk.

Market Risk

The Company’s financial instruments include investments which are publicly traded and therefore subject to the risks related to the fluctuation in market prices of publicly traded securities. Some of these investments have been acquired as a result of property transactions and, to a large extent, represent strategic investments in related mining companies and their properties. The Company closely monitors market values to determine the most appropriate course of action.

Price Risk

Price risk is the risk that the trading price of the Company’s shares will fluctuate and result in an increase or decrease in value of the warrant liability.

Commodity Price Risk

The Company is exposed to commodity price risk given that its revenues are derived from the sale of metals, the price of which have been historically volatile.

Interest Rate Risk

Interest rate risk is the risk that the fair value of future cash flows from a financial instrument will fluctuate because of changes to market interest rates. The Company is exposed from time to time to interest rate risk as a result of holding fixed income cash equivalents and investments of varying maturities and loans payable. A 1% change in market interest rates would result in no significant change in value of cash and cash equivalents or fixed income securities. The risk that the Company will realize a loss as a result of a decline in the fair value of these assets is limited as they are generally held to maturity.

Foreign Exchange Risk

The Company operates in Canada and Mexico and is exposed to foreign exchange risk arising from transactions denominated in foreign currencies.

The Company’s financial assets and liabilities as at June 30, 2026 are denominated in United States Dollars, Canadian Dollars, and Mexican Pesos, and are set out in the following table:


Denominated in ‘000 USD	Canadian Dollars	US Dollars	Mexican Pesos	Total
Financial assets
Cash	$ 1,431	$ 8,597	$ 5,687	$ 15,715
Receivables - other	-	301	-	301
	1,431	8,898	5,687	16,016
Financial liabilities
Accounts payable and accrued liabilities	(591)	(5,205)	(19,195)	(24,991)
Lease liability	(131)	-	-	(131)
Royalty payable	-	(5,281)	-	(5,281)
Warrant liability	(35,822)	-	-	(35,822)
Net financial liabilities	$ (35,113)	$ (1,588)	$ (13,508)	$ (50,209)

Second Quarter – June 30, 2026‌Page 20

Six months ended – June 30, 2026‌

The Company’s financial assets and liabilities as at December 31, 2025 are denominated in United States Dollars, Canadian Dollars, and Mexican Pesos, and are set out in the following table:


Denominated in ‘000 USD	Canadian Dollars	US Dollars	Mexican Pesos	Total
Financial assets
Cash	$ 5,888	$ 3,680	$ 43	$ 9,611
Receivables - other	-	451	-	451
	5,888	4,131	43	10,062
Financial liabilities
Accounts payable and accrued liabilities	(309)	(12,894)	(11,999)	(25,202)
Lease liability	(38)	-	-	(38)
Royalty payable	-	(4,284)	-	(4,284)
Warrant liability	(45,992)	-	-	(45,992)
Liabilities held for sale	-	-	(422)	(422)
Net financial liabilities	$ (40,451)	$ (13,047)	$ (12,378)	$ (65,876)

The Company’s reported results will be affected by changes in the US dollar to Canadian dollar and US dollar to Mexican Pesos exchange rate. As of June 30, 2026, a 10% appreciation of the Canadian dollar relative to the US dollar would have decreased net financial assets by approximately $3,498,000 (December 31, 2025 - $4,045,000). A 10% depreciation of the US Dollar relative to the Canadian dollar would have had the equal but opposite effect. A 10% appreciation of the Mexican Pesos relative to the US dollar would have decreased net financial assets by approximately $1,351,000 (December 31, 2025 - $1,196,000) and a 10% depreciation of the Mexican Pesos would have had an equal but opposite effect. The Company has not entered into any agreements or purchased any instruments to hedge possible currency risk.

The table below summarizes the maturity profile of the Company’s non-derivative financial liabilities:


June 30, 2026 (Denominated in ‘000 USD)	Current – within 1 year	Non- current – 1 to 3 years
Accounts payable and accrued liabilities	$ 24,991	$ -
Lease liability	21	110
Royalty payable	1,210	4,071
	$ 26,222	$ 4,181


December 31, 2025 (Denominated in ‘000 USD)	Current – within 1 year	Non- current – 1 to 3 years
Accounts payable and accrued liabilities	$ 25,202	$ -
Lease liability	10	28
Royalty payable	251	4,033
Liabilities held for sale	422	-
	$ 25,885	$ 4,061

Second Quarter – June 30, 2026‌Page 21

Six months ended – June 30, 2026‌

Related party transactions

The Company’s related parties include its subsidiaries, associates over which it exercises significant influence, and key management personnel. Key management personnel include officers, directors or companies with common directors of the Company. The remuneration of the Company’s directors and other key management personnel during the period ended June 30, 2026 and 2025 are as follows:

(Denominated in ‘000 USD)		2026	2025
	Short-term employee benefits included in salary and consulting	$ 157	$ 119
	Director’s fees included in professional fess	296	55
	Share-based compensation	-	2
		$ 453	$ 176

Short-term employee benefits include salaries incurred within the last three months of the statement of financial position date and other annual employee benefits.

At June 30, 2026, accounts payable and accrued liabilities includes $77,000 (December 31, 2025 - $76,000) owing to a director and/or officer and/or companies controlled by the directors.

Amounts owing to or from related parties are non-interest bearing, unsecured and due on demand.

Capital management

The capital of the Company consists of items included in shareholder’s equity (deficiency). The Company’s objectives for capital management are to safeguard its ability to support the Company’s normal operating requirement on an ongoing basis, continue the development and exploration of its mineral properties and support any expansionary plans.

The Company manages its capital structure and makes adjustments in light of changes in its economic environment and the risk characteristics of the Company’s assets. To effectively manage the entity’s capital requirements, the Company has in place a planning, budgeting and forecasting process to help determine the funds required to ensure the Company has the appropriate liquidity to meet its operating and growth objectives. As at June 30, 2026, the Company expects its capital resources will require additional support for its normal operating requirements, planned development and exploration of its mineral properties for the next twelve months. There are no externally imposed capital requirements to which the Company has not complied.

Critical accounting estimates

The Company’s management makes judgments in its process of applying the Company’s accounting policies in the preparation of its consolidated financial statements. In addition, the preparation of the financial data requires that the Company’s management make assumptions and estimates of the effects of uncertain future events on the carrying amounts of the Company’s assets and liabilities at the end of the reporting period and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates as the estimation process is inherently uncertain. Estimates are reviewed on an ongoing basis based on historical experience and other factors that are considered to be relevant under the circumstances. Revisions to estimates and the resulting effects on the carrying amounts of the Company’s assets and liabilities are accounted for prospectively.

Second Quarter – June 30, 2026‌Page 22

Six months ended – June 30, 2026‌

Significant judgments in applying accounting policies

Impairment of assets

The carrying value of property, plant and equipment, exploration and evaluation properties and the Company’s mineral properties is reviewed each reporting period to determine whether there is any indication of impairment. If the carrying amount of an asset exceeds its recoverable amount, the asset is impaired and an impairment loss is recognized in profit or loss. The assessment of fair values, including those of the cash-generating units, require the use of estimates and assumptions for recoverable production, long-term commodity prices, discount rates, foreign exchange rates, future capital requirements and operating performance. Changes in any of the assumptions or estimates used in determining the fair value of assets could impact the impairment analysis.

Impairment indicators for exploration and evaluation assets

Management applies judgment in assessing whether facts and circumstances indicate that the carrying amount of exploration and evaluation assets may exceed their recoverable amount. In making this assessment, management considers, among other matters, the period for which the entity has the right to explore in the specific area, plans for further exploration and evaluation, the results of exploration work to date, whether substantive expenditure on further exploration is budgeted or planned, and whether data exists that suggest the carrying amount is unlikely to be recovered in full from successful development or by sale. The use of judgment is particularly important in the early stages of a project where limited information may be available.

Economic recoverability and probability of future economic benefits of exploration and development costs

Management has determined that exploratory drilling and evaluation costs incurred which have been capitalized are economically recoverable. Management uses several criteria in its assessments of economic recoverability and probability of future economic benefit, including geologic and metallurgic information, history of conversion of mineral deposits to proven and probable reserves, scoping and feasibility studies, accessible facilities, existing permits and life of mine plans.

Functional currency

The functional currency for each of the Company’s subsidiaries, joint ventures and investments in associates, is the currency of the primary economic environment in which the entity operates. The Company has determined the functional currency of each entity is the US dollar. Determination of functional currency may involve certain judgments to determine the primary economic environment, and the Company reconsiders the functional currency of its entities if there is a change in events and conditions which determined the primary economic environment.

Key sources of estimation uncertainty

The areas which require management to make significant estimates and assumptions in determining carrying values include, but are not limited to:

Mineral resources estimation

The carrying value and recoverability of mineral properties requires management to make certain estimates, judgments and assumptions about each project. Management considers the economics of the project, including the latest mineral resources prices and the long-term forecasts, and the overall economic viability of the project. The determination of mineral resources also requires the use of estimates. The Company estimates its mineral resources based on information prepared and approved by Qualified Persons as defined under NI 43-101 (as defined below). There are numerous uncertainties inherent in estimating mineral resources and assumptions that are valid at the time of estimation and may change significantly when new information becomes available. Changes in the forecasted prices of commodities, exchange rates, production costs or recovery rates may change the economic status of resources and may result in changes to mineral resource estimates.

Second Quarter – June 30, 2026‌Page 23

Six months ended – June 30, 2026‌

Depreciation and depletion

Plants and other facilities used directly in mining activities are depreciated using the units-of-production (“UOP”) method over a period not to exceed the estimated life of the ore body based on recoverable ounces to be mined from estimated mineral resources. Mobile and other equipment are depreciated, net of residual value, on a straight-line basis, over the useful life of the equipment to the extent that the useful life does not exceed the related estimated life of the mine based on estimated recoverable mineral resources.

Decommissioning and restoration provision

Contingencies

Deferred taxes

Second Quarter – June 30, 2026‌Page 24

Six months ended – June 30, 2026‌

Derivative valuation

Valuation of inventory

New accounting standards and interpretations issued but not yet effective

Standards and interpretations issued but not yet effective up to the date of issuance of the financial statements are listed below. This listing of standards and interpretations issued are those that the Company reasonably expects to have an impact on disclosures, financial position or performance when applied at a future date. IFRS 18 Presentation and Disclosure in Financial Statements (effective for annual periods beginning on or after January 1, 2027). Management is currently assessing the implications of applying the new standard on the group’s consolidated financial statements.

OTHER MD&A REQUIREMENTS

Goldgroup’s business of exploring, developing and mining mineral resources involves a variety of operational, financial and regulatory risks that are typical in the natural resource industry. The Company attempts to mitigate these risks and minimize their effect on its financial performance, but there is no guarantee that the Company will be profitable in the future, and any investment in Goldgroup’s common shares should be considered speculative.

Second Quarter – June 30, 2026‌Page 25

Six months ended – June 30, 2026‌

Additional information relating to the Company is available on SEDAR+ at www.sedarplus.ca and on the Company’s website at www.goldgroupmining.com.

The Board of Directors of Goldgroup has approved the disclosure contained in this MD&A. A copy of this MD&A will be provided to anyone who requests it from the Company.

Compliance with NI 43-101

As required by National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”), Goldgroup has filed technical reports detailing the technical information related to its material mineral properties discussed herein. For the purposes of NI 43-101, the Company’s material mineral properties are the Don David Mine, Cerro Prieto, San Francisco and Back Forty projects. Unless otherwise indicated, Goldgroup has prepared the technical information in this MD&A (“Technical Information”) based on information contained in the technical reports, news releases and other public filings (collectively, the “Disclosure Documents”) available under the Company’s profile on SEDAR+. Each Disclosure Document was prepared by or under the supervision of a qualified person as defined in NI 43-101. For readers to fully understand the information in this MD&A, they should read the Disclosure Documents in their entirety, including all qualifications, assumptions and exclusions that relate to the information set out in this MD&A which qualifies the Technical Information. The Disclosure Documents are each intended to be read as a whole, and sections should not be read or relied upon out of context. The Technical Information is subject to the assumptions and qualifications contained in the Disclosure Documents.

Scientific and technical information relating to Cerro Prieto and San Francisco has been approved by Craig Gibson, Ph.D., CPG, who by reason of education, affiliation with a professional association (as defined in NI 43-101) and past relevant work experience, fulfills the requirements of a Qualified Person as defined in NI 43-101, and he is Independent of the Company within the meaning of NI 43-101.

Scientific and technical information relating to Don David and Back Forty has been approved by Christopher Richings, P.Eng. , who by reason of education, affiliation with a professional association (as defined in NI 43-101) and past relevant work experience, fulfills the requirements of a Qualified Person as defined in NI 43-101. Mr. Richings is not independent of the Company within the meaning of NI 43-101.

Management’s Report on Internal Control Over Financial Reporting

The Company’s management is responsible for establishing and maintaining internal controls over financial reporting (“ICFR”) to provide reasonable assurance in respect to the reliability of financial reporting and the preparation of the financial statements for external purposes in accordance with IFRS.

There have been no changes in the Company’s internal control over financial reporting during the six months ended June 30, 2026 that have materially affected, or are reasonably likely to materially affect, its internal controls over financial reporting.

The Chief Executive Officer, President and Chief Financial Officer of the Company are responsible for establishing and maintaining appropriate information systems, procedures and controls to ensure that information used internally and disclosed externally is complete, reliable and timely. They are also responsible for establishing adequate internal controls over financial reporting to provide sufficient knowledge to support the representations made in this MD&A and the Company’s interim consolidated financial statements for the six months ended June 30, 2026 (together the “Interim Filings”). The Chief Executive Officer and Chief Financial Officer of the Company have filed the Venture Issuer Basic Certificate with the Interim Filings on SEDAR+ at www.sedarplus.ca.

In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (“NI 52-109”), the venture issuer basic certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (“DC&P”) and ICFR, as defined in NI 52-109. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency, and timeliness of interim and annual filings and other reports provided under securities legislation.

Second Quarter – June 30, 2026‌Page 26

Six months ended – June 30, 2026‌

Limitations of Controls and Procedures

The Company’s management, including the Chief Executive Officer and Chief Financial Officer, believe that any disclosure controls and procedures or internal controls over financial reporting, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, they cannot provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been prevented or detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by unauthorized override of the control. The design of any systems of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Accordingly, because of the inherent limitations in a cost effective control system, misstatements due to error or fraud may occur and not be detected.

Non-IFRS Financial Measures

All-in Sustaining Cost and All-in Cost

The Company’s MD&A often refers to cash costs per ounce, a non-IFRS performance measure in order to provide investors with information about the measure used by management to monitor performance. This information is used to assess how well the producing gold mine is performing compared to plan and prior periods, and also to assess the overall effectiveness and efficiency of gold mining operations. “Cash cost” figures are calculated in accordance with a standard developed by The Gold Institute, which was a worldwide association of suppliers of gold and gold products and included leading North American gold producers. The Gold Institute ceased operations in 2002, but the standard is still an accepted standard of reporting cash costs of gold production in North America. Adoption of the standard is voluntary, and the cost measures presented herein may not be comparable to other similarly titled measures of other companies. Costs include mine site operating costs such as mining, processing, administration, royalties and production taxes but are exclusive of amortization, reclamation, capital, exploration and development costs. These costs are then divided by ounces of gold sold to arrive at the total cash costs per ounce of gold sold. The measure, along with sales, is considered to be a key indicator of a company’s ability to generate operating earnings and cash flow from its mining operations.

These gold cash costs differ from measures determined in accordance with IFRS. They are intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. These measures are not necessarily indicative of net earnings or cash flow from operations as determined under IFRS.

Second Quarter – June 30, 2026‌Page 27

Six months ended – June 30, 2026‌

The following table provides a reconciliation between non-IFRS adjusted cash costs to cost of good sold (IFRS) for the three and six months ended June 30, 2026:


Cerro Prieto - cash cost calculation	Three months ended June 30, 2026	Three months ended June 30, 2025	Six months ended June 30, 2026	Six months ended June 30, 2025
Total cost of goods sold (‘000)	$ 14,512	$ 3,476	$ 32,112	$ 6,230
Add (subtract)
Inventory adjustment (‘000)	$ (1,350)	$ 619	$ (8,152)	$ 1,650
Total cash cost of production (‘000)	$ 13,162	$ 4,095	$ 23,960	$ 7,880
Gold ounces – produced	3,843	1,446	7,938	3,417
Total cash cost of production per ounce	$ 3,425	$ 2,832	$ 3,018	$ 2,306
All-in sustaining cost of production per ounce	$ 3,425	$ 2,832	$ 3,018	$ 2,306
Add (subtract)
Corporate administration (‘000)	$ 1,809	$ 1,318	$ 4,408	$ 2,108
Total all-in cost (‘000)	$ 14,971	$ 5,413	$ 28,368	$ 9,988
Gold ounces – produced	3,843	1,446	7,938	3,417
All-in cost (per ounce)	$ 3,896	$ 3,743	$ 3,574	$ 2,923

Average Realized Price per Ounce

Average realized price per ounce is a non-IFRS financial measures. The measure is calculated by dividing the net consolidated gold sales by the consolidated gold ounces sold. The measure is calculated on a consistent basis for the periods presented on a consolidated basis. Average realized price per ounce statistics are intended to provide additional information only, do not have any standardized meaning prescribed by IFRS and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. The measures are not necessarily indicative of operating profit or cash flow from operations as determined under IFRS. Other companies may calculate these measures differently.

The following table provides a reconciliation between non-IFRS averaged realized price per ounce to the most directly comparable IFRS measure for the three and six months ended June 30, 2026:

	Three months ended June 30,		Six months ended June 30,
		2026	2025	2026	2025

Gold sales revenue (Denominated in ‘000 USD)	$ 21,031	$5,317	$ 41,998	$9,825
Ounces of gold sold	4,748	1,588	8,996	3,190
Average realized price ($/oz)	$ 4,429	$ 3,348	$ 4,669	$ 3,080

Risks and Uncertainties

Exploration, development and mining of metals involve numerous inherent risks. As such, the Company is subject to various financial, operational and political risks that could have a significant impact on its profitability and levels of operating cash flows. Such risk factors could materially affect the value of the Company’s assets and future operating results of the Company and could cause actual events to differ materially from those described in forward-looking statements relating to the Company.

Second Quarter – June 30, 2026‌Page 28

Six months ended – June 30, 2026‌

An investment in the securities of the Company should be considered speculative due, generally, to the nature of the business in which the Company is engaged, the limited extent of the Company’s assets, the Company’s state of development and the degree of its reliance upon the expertise of management.

The list of risk factors below should not be taken as exhaustive of the risks faced by the Company or by investors in the Company. The below factors, and others not specifically referred to below, may in the future materially affect the financial performance of the Company and the value of its securities.

Lack of Operation Profit

There is no guarantee that the Company will enter into profitable agreements with mining companies and earn profit from operations.

The Company has not paid any dividends and it is unlikely to earn income or pay dividends in the immediate or foreseeable future. A prospective investor in the Company must be prepared to rely solely upon the ability, expertise, judgment, discretion, integrity and good faith of the Company’s management in all aspects of the development and implementation of the Company’s business activities.

Goldgroup’s expected operating costs and expenditures, economic returns and other projections from a mining project which are contained in this MD&A and in any technical reports or other studies prepared for or by Goldgroup are based on assumed or estimated future metals prices, cut-off grades, operating costs, capital costs, and expenditures and other factors that each may prove to be inaccurate. Therefore, such studies and reports may prove to be unreliable.

For example, significant declines in market prices for base and precious metals or extended periods of inflation would have an adverse effect on any economic projections. In addition, any material reductions in estimates of mineralization or increases in capital costs and expenditures, or in Goldgroup’s ability to maintain a projected budget or renew a particular mining permit, could also have a material adverse effect on projected production schedules and economic returns, as well as on Goldgroup’s overall results of operations or financial condition. There is also a risk that rising costs for labour and material could have an adverse impact on forecasted construction costs and that shortages of labour and material could have a negative impact on any mine development schedule.

Goldgroup’s operating costs are affected by the cost of commodities and goods such as steel, fuel, electrical power and supplies, including tires and reagents. Management of Goldgroup prepares its cost and production guidance and other forecasts based on its review of current and estimated future costs, and management assumes that the materials and supplies required for operations will be available for purchase. An increase in any of these costs, or a lack of availability of commodities and goods, may have an adverse impact on Goldgroup’s financial condition.

Market Price of the Common Shares

The Company’s shares are listed and posted for trading on the TSXV and the NYSE American. There can be no assurance that an active trading market in the Company’s securities will be maintained. Securities of companies involved in the resource industry have experienced substantial volatility in the past, often based on factors unrelated to the financial performance or prospects of the companies involved. The market price of the Company’s shares may also be significantly affected by short-term changes in commodity prices, general market conditions, or changes in the Company’s financial condition or results of operations.

Acquisition Strategy

As part of the Company’s business strategy, it has sought and will continue to seek new exploration, mining and development opportunities in the resource industry. In pursuit of such opportunities, the Company may fail to select appropriate acquisition candidates or negotiate acceptable arrangements, including arrangements to finance acquisitions or integrate the acquired businesses and their personnel into the Company. The Company cannot assure that it can complete any acquisition or business arrangement that it pursues, or is pursuing, on favourable terms, or that any acquisitions or business arrangements completed will ultimately benefit the Company.

Second Quarter – June 30, 2026‌Page 29

Six months ended – June 30, 2026‌

The Company may not realize the benefits of its growth projects

As part of its strategy, the Company will continue existing efforts and initiate new efforts to develop new mineral projects. A number of risks and uncertainties are associated with the development of these types of projects, including political, regulatory, design, construction, labour, operating, technical, and technological risks, and uncertainties relating to capital and other costs, and financing risks. The failure to develop one or more of these initiatives successfully could have an adverse effect on the Company’s financial position and results of operations.

Current Global Financial Conditions

Events over the last number of years in global financial markets have had a profound impact on the global economy and global financial conditions have been subject to volatility. Many industries, including the mining sector, are impacted by these market conditions. Some of the key impacts of the current financial market turmoil include contraction in credit markets resulting in a widening of credit risk, devaluations and high volatility in global equity, commodity, foreign exchange and precious metal markets and a lack of market liquidity. A continuing slowdown in financial markets or other economic conditions, including, but not limited to, consumer spending, employment rates, business conditions, inflation, fuel and energy costs, consumer debt levels, lack of available credit, the state of the financial markets, interest rates, and tax rates may adversely affect the Company’s business, financial condition, results of operations and ability to grow.

Financing Risk

The Company has no assurance that additional funding will be available for further exploration and development of its projects or to fulfill its obligations under any applicable agreements. There can be no assurance that the Company will be able to obtain adequate financing in the future or that the terms of such financing will be favorable. Failure to obtain such additional financing could result in delay or infinite postponement of further exploration and development of its projects with the possible loss of such properties.

Competition

The mineral exploration and development industry is highly competitive. The Company competes with other domestic and international mineral exploration companies that have greater financial, human and technical resources. The Company’s competitors may be able to respond more quickly to new laws or regulations or emerging technologies, or devote greater resources to the expansion or efficiency of their operations than the Company can. In addition, current and potential competitors may make strategic acquisitions or establish cooperative relationships among themselves or with third parties. Accordingly, it is possible that new competitors or alliances among current and new competitors may emerge and gain significant market share to the Company’s detriment. The Company may also encounter increasing competition from other mining companies in the Company’s efforts to hire experienced mining professionals. Increased competition could adversely affect the Company’s ability to attract necessary capital funding, to acquire it on acceptable terms, or to acquire suitable properties or prospects for mineral exploration in the future. As a result of this competition, the Company may not be able to compete successfully against current and future competitors, and any failure to do so could have a material adverse effect on the Company’s business, financial condition, results of operations and prospects.

Factors beyond the control of the Company may affect the marketability of any substances discovered. These factors include market fluctuations, the proximity and capacity of natural resource markets and processing equipment, government regulations, including regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of minerals and environmental protection. The exact effect of these factors cannot be accurately predicted, but the combination of these factors may result in the Company not receiving an adequate return on invested capital or losing its investment capital.

Risks related to International Activities

The Company conducts business in Canada and Mexico with a material portion of the business being conducted in Mexico. The Company’s international operations may be adversely affected by political or economic developments or social instability, which will not be within the Company’s control, including, among other things, the risks of political unrest, labour disputes and unrest, war, terrorism, abduction, expropriation, nationalization, renegotiation or nullification of existing concessions, contracts and permits, government regulation, delays in obtaining or renewing or the inability to obtain or renew necessary permits, taxation policies, economic sanctions, fluctuating exchange rates, currency controls, high rates of inflation, limitations on foreign ownership and increased financing costs. The occurrence of any such events could have a material adverse effect on the Company’s business and results of operations as currently contemplated.

Second Quarter – June 30, 2026‌Page 30

Six months ended – June 30, 2026‌

It may also be difficult for the Company to find and hire qualified people in the mining industry who are situated in Mexico or to obtain all of the necessary services or expertise in Mexico or to conduct operations on the Company’s projects at reasonable rates. If qualified people and services or expertise cannot be obtained, the Company may need to seek and obtain those services from people located outside of these areas, which will require work permits and compliance with applicable laws and could result in delays and higher costs to conduct the Company’s operations.

Corruption and Bribery Risk

The Company’s operations are governed by, and involve interactions with, many levels of government. Like most companies, the Company is required to comply with anti-corruption and anti-bribery laws, including the Canadian Corruption of Foreign Public Officials Act. In recent years, there has been a general increase in both the frequency of enforcement and severity of penalties under such laws, resulting in greater scrutiny and punishment to companies convicted of violating anti-bribery laws. Furthermore, a company may be found liable for violations by not only its employees, but also by its third party agents. Although the Company takes steps to mitigate such risks, such measures are not always effective in ensuring that the Company, its employees or third party agents will comply strictly with such laws. If the Company finds itself subject to an enforcement action or is found to be in violation of such laws, this may result in significant penalties, fines and/or sanctions imposed on the Company resulting in a material adverse effect on the Company’s reputation and results of operations.

Risks Associated with Joint Venture Agreements

Pursuant to agreements the Company may enter into in the course of its business, the Company’s interest in its properties may become subject to the risks normally associated with the conduct of joint ventures. In the event that any of the Company’s properties become subject to a joint venture, the existence or occurrence of one or more of the following circumstances and events could have a material adverse impact on the Company’s profitability or the viability of its interests held through joint ventures, which could have a material adverse impact on the Company’s business prospects, results of operations and financial condition: (i) disagreements with joint venture partners on how to conduct exploration; (ii) inability of joint venture partners to meet their obligations to the joint venture or third parties; and (iii) disputes or litigation between joint venture partners regarding budgets, development activities, reporting requirements and other joint venture matters.

Reliance on Key Individuals

The Company’s success depends on its ability to attract and retain the services of key personnel who are qualified and experienced. In particular, the success of the Company is, and will continue to be to a significant extent, dependent on the expertise and experience of the Company’s directors and senior management. It is expected that these individuals will be a significant factor in the Company’s growth and success. The loss of the service of these individuals could have a material adverse effect on the Company.

The resource industry is largely driven by fluctuations in commodity prices which, when high, can lead to a large number of projects being developed which in turn increases the demand for skilled personnel, contractors, material and supplies. Accordingly, there is a risk to the Company of losing or being unable to secure enough suitable key personnel or key resources and, as a result, being exposed to increased capital and operating costs and delays, which may in turn adversely affect the development of the Company’s projects, the results of operations and the Company’s financial condition and prospectus.

Commodity Prices

The price of the Company’s common shares and the Company’s financial results may be significantly adversely affected by a decline in the price of metals. The price of metal commodities fluctuates widely, especially in recent years, and is affected by numerous factors beyond the Company’s control such as the sale or purchase of commodities by various central banks and financial institutions, interest rates, exchange rates, inflation or deflation, fluctuation in the value of the United States dollar and foreign currencies, global and regional supply and demand, and the political and economic conditions of major metal-producing countries throughout the world.

Second Quarter – June 30, 2026‌Page 31

Six months ended – June 30, 2026‌

The price of metals has fluctuated widely in recent years, and future serious price declines could cause continued development of and commercial production from the Company’s properties to be impracticable. Future cash flows may not be sufficient and the Company could be forced to discontinue production and may be forced to sell the properties. Future production by the Company is dependent on metal prices that are adequate to make this property economic.

In addition to adversely affecting the commercial production estimates and financial conditions, declining commodity prices can impact operations by requiring a reassessment of the feasibility of a particular project. Such a reassessment may be the result of a management decision or may be required under financing arrangements related to a particular project. Even if the project is ultimately determined to be economically viable, the need to conduct such a reassessment may cause substantial delays or may interrupt operations until the reassessment can be completed.

Dividend Policy

No dividends on the common shares have been paid by the Company to date. The Company anticipates that it will retain all earnings and other cash resources for the foreseeable future for the operation and development of its business. The Company does not intend to declare or pay any cash dividends in the foreseeable future. Payment of any future dividends will be at the discretion of the Company’s board of directors after taking into account many factors, including the Company’s operating results, financial condition and current and anticipated cash needs.

Conflicts of Interest

Certain of the directors and officers of the Company also serve as directors and/or officers of other companies involved in natural resource exploration, development and mining operations and consequently there exists the possibility for such directors and officers to be in a position of conflict. Any decision made by any of such directors and officers will be made in accordance with their duties and obligations to deal fairly and in good faith with a view to the best interests of the Company and its shareholders. In addition, each of the directors is required to declare and refrain from voting on any matter in which such directors may have a conflict of interest in accordance with the procedures set forth in the Business Corporations Act (British Columbia) and other applicable laws.

Exploration, Development and Operating Risks

Mining operations generally involve a high degree of risk. Any potential mining operations of the Company will be subject to all the hazards and risks normally encountered in the exploration, development and production of metals, including unusual and unexpected geologic formations, seismic activity, rock bursts, cave-ins, flooding, fire, environmental hazards and the discharge of toxic chemicals, explosions and other conditions involved in the drilling and removal of material, any of which could result in damage to, or destruction of mines and other producing facilities, damage to property, injury or loss of life, environmental damage, work stoppages, delays in production, increased production costs and possible legal liability. Milling operations are subject to hazards such as equipment failure or failure of retaining dams around tailings disposal areas which may result in environmental pollution and consequent liability. Although the Company believes that appropriate precautions to minimize risks are taken, these risks cannot be eliminated.

The exploration for and development of mineral deposits involves significant risks which even a combination of careful evaluation, experience and knowledge may not eliminate. While the discovery of an ore body may result in substantial rewards, few properties which are explored are ultimately developed into producing mines. Major expenses may be required to locate and establish mineral reserves, to develop metallurgical processes and to construct mining and processing facilities at a particular site. It is impossible to ensure that the exploration or development programs planned or other mining operations in which the Company may acquire an interest will result in a profitable commercial mining operation. Whether a mineral deposit will be commercially viable depends on a number of factors, including among other things: the interpretation of geological data obtained from drill holes and other sampling techniques, the particular attributes of the deposit, such as size, grade and proximity to infrastructure and labour; metal prices which are highly cyclical; government regulations, including regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of minerals and environmental protection; and political stability. The Company’s development projects are also subject to the issuance of necessary permits and other governmental approvals and receipt of adequate financing. The exact effect of these factors cannot be accurately predicted, but the combination of these factors may adversely affect the Company’s business.

Second Quarter – June 30, 2026‌Page 32

Six months ended – June 30, 2026‌

Costs

The estimates of costs to conduct further exploration and development work by the Company are based on certain assumptions with respect to the method and timing of the work. By their nature, these estimates and assumptions are subject to significant uncertainties and, accordingly, the actual costs may materially differ from these estimates and assumptions. Accordingly, no assurance can be given that the cost estimates and the underlying assumptions will be realized in practice, which may materially and adversely affect the Company’s viability.

Environmental Regulation, Risks and Hazards

All phases of mining operations are subject to environmental regulation in the jurisdictions in which they operate. These regulations mandate, among other things, the maintenance of air and water quality standards and land reclamation. They also set forth limitations on the generation, transportation, storage and disposal of solid and hazardous waste. Environmental legislation is evolving in a manner which will require stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects and a heightened degree of responsibility for companies and their officers, directors and employees. Compliance with changing environmental laws and regulations may require significant capital outlays, including obtaining additional permits, and may cause material changes or delays in, or the cancellation of, the Company’s exploration programs or current operations. There is no assurance that future changes in environmental regulation, if any, will not adversely affect the Company’s mining operations.

Furthermore, environmental hazards may exist on the properties on which the owners or operators of mining operations hold interests which are unknown to such owners or operators at present and which have been caused by previous or existing owners or operators of the properties.

Government approvals and permits are currently, and may in the future be, required in connection with mining operations at the Company’s properties. To the extent such approvals are required and not obtained, mining operations may be curtailed or prohibited from continuing operations or from proceeding with planned exploration or development of mineral properties.

Failure to comply with applicable laws, regulations and permitting requirements may result in enforcement actions thereunder, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment or remedial actions. Parties engaged in mining operations or in the exploration or development of mineral properties may be required to compensate those suffering loss or damage by reason of the mining activities and may have civil or criminal fines or penalties imposed for violations of applicable laws or regulations. The occurrence of any environmental violation or enforcement action may have an adverse impact on the Company’s operations and reputation.

Amendments to current laws, regulations and permits governing operations and activities of mining and exploration companies, or more stringent implementation thereof, could have a material adverse impact on mining operations and cause increases in exploration expenses, capital expenditures or production costs or reduction in levels of production at producing properties or require abandonment or delays in development of new mining properties.

Governmental Regulation

Mining operations and exploration activities are subject to extensive laws and regulations governing exploration, development, production, exports, taxes, labour standards, waste disposal, protection and remediation of the environment, reclamation, historic and cultural resources preservation, mine safety and occupation health, handling, storage and transportation of hazardous substances and other matters. The costs of discovering, evaluating, planning, designing, developing, constructing, operating, and other facilities in compliance with such laws and regulations are significant. It is possible that the costs and delays associated with compliance with such laws and regulations could become such that the owners or operators of mining operations would not proceed with the development of or continue to operate a mine. As part of their normal course operating, and development activities, such owners or operators have expended significant resources, both financial and managerial, to comply with governmental and environmental regulations and permitting requirements, and will continue to do so in the future. Moreover, it is possible that future regulatory developments, such as increasingly strict environmental protection laws, regulations and enforcement policies thereunder, and claims for damages to property and persons resulting from mining operations could result in substantial costs and liabilities in the future.

Second Quarter – June 30, 2026‌Page 33

Six months ended – June 30, 2026‌

Our operations are governed by, and involve interactions with, many levels of government in countries with a history of corruption. Like most companies, we are required to comply with anti-corruption and anti-bribery laws, including the Canadian Corruption of Foreign Public Officials Act, as well as similar laws in the countries in which we conduct our business. In recent years, there has been a general increase in both the frequency of enforcement and severity of penalties under such laws, resulting in greater scrutiny and punishment to companies convicted of violating anti-bribery laws. Furthermore, a company may be found liable for violations by not only its employees, but also by its third party agents. It is our policy to implement safeguards to discourage these practices by employees and our consultants. However, our existing safeguards and any future improvements may prove to be less than effective, and our employees and consultants may have engaged or may engage in conduct for which we might be held responsible. Violations of such laws may result in criminal or civil sanctions, and we may be subject to other liabilities, which could negatively affect our business, operating results and financial condition.

Permitting

Mining operations are subject to receiving and maintaining permits from appropriate governmental authorities. It can be time-consuming and costly to obtain, maintain and renew permits. In addition, permit terms and conditions can impose restrictions on how the Company conducts its operations and limit the Company’s flexibility in development of its mineral properties. Prior to any development on the Company’s properties, permits from appropriate governmental authorities may be required. Permits required for the Company’s operations may not be issued, maintained or renewed in a timely fashion or at all, may not be issued or renewed upon conditions that restrict the Company’s ability to conduct the Company’s operations economically, or may be subsequently revoke. Any such failure to obtain, maintain or renew permits, or other permitting delays or conditions could have a material adverse effect on the Company’s business, results of operations, financial condition and prospectus.

Failure to comply with applicable laws, regulations and permitting requirements may result in enforcement actions thereunder, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment or remedial actions. Parties engaged in mining operations may be required to compensate those suffering loss or damage by reason of the mining activities and may be liable for civil or criminal fines or penalties imposed for violations of applicable laws or regulations.

Goldgroup is in the process of applying for or renewing permits and licences relating to its operations in Mexico. The Company cannot be certain that it will receive the necessary permits and licences at all, or on acceptable terms required to conduct further exploration and to develop its properties and bring them into production. Government approvals and approvals of members of the surrounding communities and permits and licences are currently, and will in the future be, required in connection with the operations of the Company. To the extent such approvals are required and not obtained, the Company may be curtailed or prohibited from continuing its exploration, development or production activities. The failure to obtain such permits or licences, or delays in obtaining such permits or licences, could increase the Company’s costs and delay its activities, and could adversely affect the properties, business or operations of the Company.

Infrastructure

Mining, processing, development and exploration activities depend, to one degree or another, on adequate infrastructure. Reliable roads, bridges, power sources and water supply are important determinants, which affect capital and operating costs. Unusual or infrequent weather phenomena, sabotage, government or other interference in the maintenance or provision of such infrastructure could adversely affect operations at the Company’s properties.

Exploration and Geological Report

The reported results in the technical reports filed in respect of the Company’s properties are estimates only. No assurance can be given that the estimated mineralization will be recovered. The reported results are based on limited sampling, and, consequently, are uncertain because the samples may not be representative. Estimates may require revision (either up or down) based on actual production experience. If the Company encounters mineralization or geological formations different from those predicted by past drilling, sampling and interpretations, any estimates may need to be altered in a way that could adversely affect the Company’s operations or proposed operations. In addition, market fluctuations in the price of metals, as well as increased production costs or reduced recovery rates, may render certain minerals uneconomic.

Second Quarter – June 30, 2026‌Page 34

Six months ended – June 30, 2026‌

Land Title

No assurances can be given that there are no title defects affecting the Company’s properties. The Company’s properties may be subject to prior unregistered liens, agreements, transfers or claims, including native land claims, and title may be affected by, among other things, undetected defects.

A mineral concession in Mexico does not confer any ownership of surface rights. The majority of Goldgroup’s mineral properties are located in relatively uninhabited areas. There are currently no areas of interest to Goldgroup within its mineral concession that are overlain by significant habitation or industrial users, however there are potential overlapping surface usage issues in some areas. Some surface rights may be owned by local communities or “Ejidos” or by private ranching or residential interests. Goldgroup will require additional surface rights to exploit all resources on its properties. Accordingly, Goldgroup will need to negotiate agreements with private landowners for access and any potential development or exploitation rights. There is no assurance that surface rights agreements that may be necessary for future operations will be obtained when needed, on reasonable terms or at all, which could materially and adversely affect the business of Goldgroup.

Additional Capital

Mining, processing, development and exploration may require substantial additional financing. Failure to obtain sufficient financing may result in delaying or indefinite postponement of exploration, development or production or even a loss of property interest. There can be no assurance that additional capital or other types of financing will be available if needed or that, if available, will be on satisfactory terms.

Foreign Exchange Rate Fluctuations

Operations in Mexico and Canada are subject to foreign currency exchange fluctuations. The Company raises its funds through equity issuances which are priced in Canadian dollars, and the majority of the exploration costs of the Company are denominated in United States dollar, and Mexico pesos. The Company may suffer losses due to adverse foreign currency fluctuations.

Property Exploration and Development Risk

Some of the Company’s properties are currently at the exploration stage of development. Exploration and development are subject to numerous risks, including, but not limited to, delays in obtaining equipment, material and services essential to developing the project in a timely manner; changes in environmental or other government regulations; currency exchange rates; labour shortages; and fluctuation in metal prices. There can be no assurance that the Company will have the financial, technical and operational resources to complete the exploration and development in accordance with current expectations or at all.

Insurance Risk

The Company’s business is subject to a number of risks and hazards generally, including adverse environmental conditions, industrial accidents, labour disputes, unusual or unexpected geological conditions, ground or slope failure, cave-ins, mechanical failures, changes in the regulatory environment and natural phenomena such as inclement weather conditions, fires, floods and earthquakes. Such occurrences could result in damage, delays in mining, monetary losses and possible legal liability.

Although the Company maintains insurance to protect against certain risks in such amounts as it considers reasonable, the Company’s insurance will not cover all the potential risks associated with a mining company’s operations. The Company may also be unable to maintain insurance to cover these risks at economically feasible premiums. Insurance coverage may not continue to be available or may not be adequate to cover any resulting liability. Moreover, insurance against risks such as loss of title to mineral property, environmental pollution, or other hazards as a result of exploration and production is not generally available to the Company or other companies in the mining industry on acceptable terms. The Company may also become subject to liability for pollution or other hazards which may not be insured against or which the Company may elect not to insure against because of premium costs or other reasons. Losses from these events may cause the Company to incur significant costs that could have a material adverse effect on our financial performance and results of operations.

Second Quarter – June 30, 2026‌Page 35

Six months ended – June 30, 2026‌

Force Majeure

The Company’s projects now or in future may be adversely affected by risks outside the control of the Company, including labour unrest, civil disorder, war, subversive activities or sabotage, fires, floods, explosions or other catastrophes, epidemics or quarantine restrictions.

Mining Without a Pre-Feasibility Study

Company has chosen to advance the Cerro Prieto project into production without the benefit of completing a feasibility study demonstrating economic and technical viability or, an independent technical report confirming resources. Accordingly, readers should be cautioned that the Company’s production decision has been made without a comprehensive feasibility study of established reserves or resources such that there is greater risk and uncertainty as to future economic results from the Cerro Prieto Mine and a higher technical risk of failure than would be the case if a feasibility study were completed and relied upon to make a production decision.

Cautionary Statement on Forward-Looking Information

This MD&A contains “forward-looking information” (within the meaning of applicable Canadian securities law) and “forward-looking statements” (within the meaning of the United States Private Securities Litigation Reform Act of 1995) concerning Goldgroup’s plans at its mineral properties and other matters. These statements relate to analyses and other information that are based on forecasts of future results, estimates of amounts not yet determinable and assumptions of management. Actual results could differ materially from the conclusions, forecasts and projections contained in such forward-looking information.

Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, using words or phrases such as “expects”, “is expected”, “anticipates”, “plans”, “projects”, “estimates”, “assumes”, “intends”, “strategy”, “goals”, “objectives”, “potential” or variations thereof or stating that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved, or the negative of any of these terms and similar expressions) are not statements of historical fact and may be forward-looking statements. Forward-looking statements are subject to a variety of known and unknown risks, uncertainties and other factors that could cause actual events or results to materially differ from those reflected in the forward-looking statements, and are developed based on assumptions about such risks, uncertainties and other factors set out herein including, without limitation:

●	uncertainties related to actual capital costs, operating costs and expenditures, production schedules and economic returns from Goldgroup’s projects;

●	uncertainties associated with development activities;

●	uncertainties inherent in the estimation of mineral resources and precious metal recoveries;

●	risks related to obtaining appropriate permits and licences to explore, develop, operate and produce

at the Company’s projects;

●	uncertainties related to current global economic conditions;

●	fluctuations in precious and base metal prices;

●	uncertainties related to the availability of future financing;

●	risks associated with the completion of technical and feasibility studies, including the planned feasibility study for Back Forty;

●	the expected timing and success of discussions to amend the Osisko Stream Agreements;

●	potential difficulties with joint venture partners;

●	risks that Goldgroup’s title to its property could be challenged;

●	political and country risk;

●	risks associated with Goldgroup being subject to government regulation;

●	risks associated with having adequate surface rights for operations;

●	environmental risks;

●	Goldgroup’s need to attract and retain qualified personnel;

●	risks associated with operating hazards at the Cerro Prieto Mine;

●	risks associated with potential conflicts of interest;

●	Goldgroup’s lack of experience in overseeing the construction of a mining project;

●	risks related to the integration of businesses and assets acquired by Goldgroup;

Second Quarter – June 30, 2026‌Page 36

Six months ended – June 30, 2026‌

●	uncertainties related to the competitiveness of the mining industry;

●	risk associated with theft;

●	risk of water shortages and risks associated with competition for water;

●	uninsured risks and inadequate insurance coverage;

●	risks associated with potential legal proceedings;

●	risks associated with community relations;

●	outside contractor risks;

●	risks related to archaeological sites;

●	foreign currency risks;

●	risks associated with security and human rights; and

●	risks related to the need for reclamation activities on Goldgroup’s properties.

This list is not exhaustive of the factors that may affect the Company’s forward-looking information. These and other factors should be considered carefully and readers should not place undue reliance on such forward-looking information.

Cautionary Note to U.S. Investors Concerning Estimates of Mineral Resources and Mineral Reserves

The disclosure in this MD&A uses mineral resource and mineral reserve classification terms that comply with reporting standards in Canada, and, unless otherwise indicated, all mineral resource and mineral reserve estimates included in this MD&A have been prepared in accordance with NI 43-101. NI 43-101 is a rule developed by the Canadian Securities Administrators that establishes standards for all public disclosure an issuer makes of scientific and technical information concerning mineral projects. These standards differ in certain respects from the requirements of the United States Securities and Exchange Commission (the “SEC”) set forth in Subpart 1300 of Regulation S-K (“S-K 1300”), which replaced the SEC’s former Industry Guide 7 effective for fiscal years beginning on or after January 1, 2021. Consequently, mineral resource and mineral reserve information contained in this MD&A may not be directly comparable to similar information disclosed by U.S. companies in accordance with S-K 1300.

Under S-K 1300, the SEC has adopted the Committee for Mineral Reserves International Reporting Standards (“CRIRSCO”) framework and has amended its definitions of proven and probable reserves to be substantially similar to international standards. However, differences remain between the definitions of proven and probable reserves used in NI 43-101 (which incorporates the Canadian Institute of Mining, Metallurgy and Petroleum (“CIM”) Definition Standards) and those in S-K 1300, including differences in qualified person requirements, technical report requirements, and economic viability standards. Accordingly, mineral reserve estimates contained in this MD&A may not qualify as “mineral reserves” under S-K 1300 standards.

In addition, this MD&A uses the terms “measured mineral resources,” “indicated mineral resources” and “inferred mineral resources” to comply with the reporting standards in Canada. Under S-K 1300, the SEC now also recognizes these mineral resource categories using the CRIRSCO-based classification system; however, there is no assurance that mineral resources reported under NI 43-101 using CIM definitions would be the same had such estimates been prepared under the standards adopted in S-K 1300, as differences exist in the criteria for establishing “reasonable prospects for economic extraction” and in the supporting technical assessments required. Investors are cautioned not to assume that any part or all of the mineral deposits in these categories will ever be converted into mineral reserves. Further, “inferred mineral resources” have a great amount of uncertainty as to their existence and as to whether they can be mined legally or economically. Therefore, investors are also cautioned not to assume that all or any part of an inferred mineral resource exists. In accordance with both Canadian rules and S-K 1300, estimates of “inferred mineral resources” may not form the basis of feasibility or pre-feasibility studies (under S-K 1300, a qualified person may include inferred mineral resources in a cash flow analysis within an initial assessment, provided that certain cautionary statements are included). In addition, disclosure of “contained ounces” in a mineral resource estimate is permitted under both NI 43-101 and S-K 1300 provided that the grade or quality and the quantity of each category is stated. For the above reasons, information contained in this MD&A containing descriptions of our mineral resource and mineral reserve estimates may not be comparable to similar information made public by U.S. companies subject to S-K 1300.

Second Quarter – June 30, 2026‌Page 37

Exhibit 99.3

Form 52-109FV2

Certification of Interim Filings

Venture Issuer Basic Certificate

I, Javier Reyes, Chief Executive Officer, of Goldgroup Mining Inc. certify the following:

1.	Review: I have reviewed the interim financial report and interim MD&A, (together, the “interim filings”) of Goldgroup Mining Inc. (the “issuer”) for the interim period ended June 30, 2026.

No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

Date: August 31, 2026

“Javier Reyes”

_______________________

Javier Reyes

Chief Executive Officer

NOTE TO READER

In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of

controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

ii)

a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.

Exhibit 99.4

Form 52-109FV2

Certification of Interim Filings

Venture Issuer Basic Certificate

I, Chet Holyoak, the Chief Financial Officer of Goldgroup Mining Inc., certify the following:

1.	Review: I have reviewed the interim financial report and interim MD&A, (together, the “interim filings”) of Goldgroup Mining Inc. (the “issuer”) for the interim period ended June 30, 2026.

Date: August 31, 2026

“Chet Holyoak”

_______________________

Chet Holyoak

Chief Financial Officer

NOTE TO READER

ii)

a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

Exhibit 99.6

CERTIFICATE OF QUALIFIED PERSON

I, Rodrigo Simidu, P.Eng. do hereby certify that:

I am the Principal Mining Engineer of Gold Resource Corporation (“GRC”), with its head office located at:

7900 East Union Ave, Suite 320

Denver, CO 80237

This certificate applies to the technical report titled “NI 43-101 Technical Report on the Don David Gold Mine, Oaxaca, Mexico” with an Effective Date of December 31, 2025 (the “Technical Report”) prepared for GRC regarding the Don David Gold Mine.

I graduated with a degree in Mining Engineering from University of Sao Paulo, Brazil, in 2008. I am a Professional Engineer (P. Eng.) registered with Engineers & Geoscientists British Columbia (EGBC). I have over 17 years of practical experience as a mining engineer in several mining methods for hard rock mines, with a strong background in mine planning. I am currently the principal mining Engineer for GRC, and my relevant experience includes operational, planning, corporate technical support, and consulting to operations in Canada, USA, Mexico, Australia, South Africa, and Ghana. Prior to joining GRC, I was a Manager, Mine Planning at Worley, a global engineering company.

I have read the definition of “qualified person” set out in National Instrument 43-101 (“NI 43-101”) and certify that by reason of my education, affiliation with a professional association (as defined in NI 43-101) and past relevant work experience, I fulfill the requirements to be a “qualified person” for the purposes of NI 43-101.

I visited the property multiple times in 2025, most recently from September 9 to 17, 2025. I am not independent of GRC as independence is described by Section 1.5 of NI 43–101.

I have read NI 43-101 and Form 43-101 F1 and the sections of the Technical Report I am responsible for (Sections 1, 2, 3, 5, 15, 16, 18, 19, 20, 21, 22, 24, 25, and 26), and such sections have been prepared in compliance with that instrument and form.

As of the aforementioned Effective Date, to the best of my knowledge, information and belief, the sections of the Technical Report I am responsible for contain all scientific and technical information that is required to be disclosed to make the Technical Report not misleading.

Dated this 30th day of March 2026.

Rodrigo Simidu,

P.Eng.

Exhibit 99.7

CERTIFICATE OF QUALIFIED PERSON

I, Christian Laroche, P.Eng. do hereby certify that:

I am the Vice-President of Metallurgy for Synectiq, with its head office located at: 1010 Rue de Sérigny

Longueuil, QC Canada

J4K 5G7

I graduated with a degree in Metallurgical Engineering from Université Laval, Quebec, Canada, in 1999. I am a Professional Engineer (P. Eng.) registered with Ordre des Ingénieurs du Québec (OIQ). I have over 26 years of practical experience as a metallurgical engineer designing process flow diagrams, leading metallurgical testwork programs and process plant optimization. I am currently the Vice-President of metallurgy for Synectic. Prior to joining Synectiq, I was a Director of Metallurgy for GRC up to May 2024.

I have read the definition of “qualified person” set out in National Instrument 43-101 (“NI 43-101”) and certify that by reason of my education, affiliation with one or more professional associations (as defined in NI 43-101) and past relevant work experience, I fulfill the requirements to be a “qualified person” for the purposes of NI 43-101.

I visited the property multiple times in 2024, most recently from October 16 to 27, 2024. I am independent of GRC as independence is described by Section 1.5 of NI 43–101.

I have read NI 43-101 and Form 43-101 F1 and the sections of the Technical Report I am responsible for (Sections 1, 13, 17, 25, and 26), and such sections have been prepared in compliance with that instrument and form.

Dated this 30^th day of March 2026.

Christian Laroche, P.Eng.

Exhibit 99.8

CERTIFICATE OF QUALIFIED PERSON

I, Marcelo Zangrandi, MAIG, do hereby certify that:

I am a Senior Geologist for AMBA Consultoria Ltda. (“AMBA”), with its head office located at: Rua Doutor Oswaldo Cruz, 1930, APT 1204

Apucarana, Paraná State, Brazil – CEP: 86.802-260

I graduated with a degree in Geology from Universidad Nacional de San Juan in 1998. I also hold a graduate degree in Geostatistical Evaluation of Ore Deposits (2012, Universidad de Chile). I am a Member of the Australian Institute of Geoscientists (MAIG). I have over 27 years of practical experience in the mining industry and related research (geostatistics), mainly in exploration projects, open pit, and underground mines, with gold, silver, and copper, among other commodities. I have held various roles in geological exploration and mine operations, from greenfield exploration to resource estimation, primarily with Snowden Consulting (Brazil) and Barrick Gold (Argentina, Chile, and the Dominican Republic).

I have read the definition of “qualified person” set out in National Instrument 43-101 (“NI 43-101”) and certify that by reason of my education, affiliation with one or more professional associations (as defined in NI 43-101), and past relevant work experience, I fulfil the requirements to be a “qualified person” for the purposes of NI 43-101.

I visited the property from November 5 to 14, 2025.

I am independent of GRC, as independence is described by Section 1.5 of NI 43-101.

I have read NI 43-101 and Form 43-101F1, and the sections of the Technical Report for which I am responsible (Sections 1, 8, 11, 12, 14, 25, and 26), and such sections have been prepared in compliance with that instrument and form.

As of the aforementioned Effective Date, to the best of my knowledge, information, and belief, the sections of the Technical Report for which I am responsible contain all scientific and technical information that is required to be disclosed to make the Technical Report not misleading.

Dated this 30th day of March 2026.

Marcelo Zangrandi, MAIG

Exhibit 99.9

CERTIFICATE OF QUALIFIED PERSON

I, David Turner, MAIG, do hereby certify that:

I am the Director of Geology of Gold Resource Corporation (“GRC”), with its head office located

at:

7900 East Union Ave, Suite 320

Denver, CO 80237

This certificate applies to the technical report titled “NI 43-101 Technical Report on the Don David

Gold Mine, Oaxaca, Mexico” with an Effective Date of December 31, 2025 (the “Technical Report”) prepared for GRC regarding the Don David Gold Mine.

I graduated with a Bachelor of Science degree in Geology from Colorado State University, Fort Collins, USA, in 1992. I am a Member of the Australian Institute of Geoscientists (MAIG). I have been working continuously for over 30 years in the exploration and mining industry with a focus on precious and base metal exploration and development, on projects ranging from grassroots to advanced-stage exploration and in operations at both underground and open pit mines in the USA, Mexico, El Salvador, Honduras, Nicaragua, Brazil, and Bolivia for companies including BHP, Kinross, Yamana Gold, Mineros, Electrum Group, and New Pacific Metals, among others.

I have read the definition of “qualified person” set out in National Instrument 43-101 (“NI 43-101”) and certify that, by reason of my education, affiliation with one or more professional associations (as defined in NI 43-101), and past relevant work experience, I fulfil the requirements to be a “qualified person” for the purposes of NI 43-101.

I visited the property from November 3 to 14, 2025.

I am not independent of GRC, as independence is described by Section 1.5 of NI 43-101.

I have read NI 43-101 and Form 43-101F1, and the sections of the Technical Report for which I am responsible (Sections 1, 4, 6, 7, 8, 9, 10, 11, 12, 23, 25, and 26), and such sections have been prepared in compliance with that instrument and form.

Dated this 30th day of March 2026.

David Turner, MAIG

Exhibit 99.10

CONSENT OF QUALIFIED PERSON

I, Christian Laroche, P. Eng., Vice-President of Metallurgy for Synectiq, hereby consent to the public filing of the technical report titled “NI 43-101 Technical Report on the Don David Gold Mine, Oaxaca, Mexico” (the “Technical Report”) prepared for Gold Resource Corporation (the “Issuer”) dated March 30, 2026 and having an effective date of December 31, 2025, which Technical Report supports the annual report of the Issuer pursuant to the Securities Exchange Act of 1934 for the fiscal year ended December 31, 2025 filed on Form 10-K and dated March 18, 2026 (the “Annual Report”), and to the use of extracts from, or a summary of, the Technical Report in the Annual Report.

I certify that I have read the Annual Report and that it fairly and accurately represents the information in the Technical Report or part thereof for which I am responsible.

Dated this March 30, 2026.

Christian Laroche, P. Eng. Vice-President of Metallurgy Synectiq

Exhibit 99.11

CONSENT OF QUALIFIED PERSON

I, Rodrigo Simidu, P. Eng., Principal Mining Engineer and an employee of Gold Resource Corporation (the “Issuer”), hereby consent to the public filing of the technical report titled “NI 43-101 Technical Report on the Don David Gold Mine, Oaxaca, Mexico” (the “Technical Report”) prepared for the Issuer dated March 30th, 2026 and having an effective date of December 31, 2025, which Technical Report supports the annual report of the Issuer pursuant to the Securities Exchange Act of 1934 for the fiscal year ended December 31, 2025 filed on Form 10-K and dated March 18, 2026 (the “Annual Report”), and to the use of extracts from, or a summary of, the Technical Report in the Annual Report.

I certify that I have read the Annual Report and that it fairly and accurately represents the information in the Technical Report or part thereof for which I am responsible.

Dated this 30th day of March 2026.

Rodrigo Simidu, P. Eng. Principal Mining Engineer Gold Resource Corporation

Exhibit 99.12

CONSENT OF QUALIFIED PERSON

I, Marcelo Zangrandi, MAIG, Senior Consultant (Geology) of AMBA Consultoria Ltda., hereby consent to the public filing of the technical report titled “NI 43-101 Technical Report on the Don David Gold Mine, Oaxaca, Mexico” (the “Technical Report”) prepared for Gold Resource Corporation (the “Issuer”) dated March 30, 2026 and having an effective date of December 31, 2025, which Technical Report supports the annual report of the Issuer pursuant to the Securities Exchange Act of 1934 for the fiscal year ended December 31, 2025 filed on Form 10-K and dated March 18, 2026 (the “Annual Report”), and to the use of extracts from, or a summary of, the Technical Report in the Annual Report.

I certify that I have read the Annual Report and that it fairly and accurately represents the information in the Technical Report or part thereof for which I am responsible.

Dated this 30th day of March 2026.

Marcelo Zangrandi, MAIG Senior Consultant (Geology) AMBA Consultoria Ltda.

Exhibit 99.13

CONSENT OF QUALIFIED PERSON

I, David Turner, MAIG, Director of Geology and an employee of Gold Resource Corporation (the “Issuer”), hereby consent to the public filing of the technical report titled “NI 43-101 Technical Report on the Don David Gold Mine, Oaxaca, Mexico” (the “Technical Report”) prepared for the Issuer dated March 30, 2026 and having an effective date of December 31, 2025, which Technical Report supports the annual report of the Issuer pursuant to the Securities Exchange Act of 1934 for the fiscal year ended December 31, 2025 filed on Form 10-K and dated March 18, 2026 (the “Annual Report”), and to the use of extracts from, or a summary of, the Technical Report in the Annual Report.

I certify that I have read the Annual Report and that it fairly and accurately represents the information in the Technical Report or part thereof for which I am responsible.

Dated this 30th day of March 2026.

David Turner, MAIG Director of Geology

Gold Resource Corporation

Exhibit 99.15

CONSENT OF QUALIFIED PERSON

I, Marina Iund, P. Geo., Senior Resource Geologist for InnovExplo, hereby consent to the public filing of the technical report titled “NI 43-101 Technical Report on the Preliminary Economic Assessment for the Back Forty Project, Michigan, USA” (the “Technical Report”) prepared for Gold Resource Corporation (the “Issuer”) dated November 8, 2023 and having an effective date of September 30, 2023, which Technical Report supports the news release of the Issuer dated October 26, 2023 (the “News Release”), and to the use of extracts from, or a summary of portions of, the Technical Report in the News Release.

I certify that I have read the Technical Report and that it fairly and accurately represents the information in the News Release or part thereof for which I am responsible.

Dated this 15^th day of November, 2023.

"(signed) Marina Iund"

Marina Iund, P. Geo. Senior Resource Geologist InnovExplo Inc.

Exhibit 99.16

CONSENT OF QUALIFIED PERSON

I, Rodrigo Simidu, P. Eng., Principal Mining Engineer and an employee of Gold Resource Corporation (the “Issuer”), hereby consent to the public filing of the technical report titled “NI 43-101 Technical Report on the Preliminary Economic Assessment for the Back Forty Project, Michigan, USA” (the “Technical Report”) prepared for the Issuer dated November 8, 2023 and having an effective date of September 30, 2023, which Technical Report supports the news release of the Issuer dated October 26, 2023 (the “News Release”), and to the use of extracts from, or a summary of portions of, the Technical Report in the News Release.

I certify that I have read the Technical Report and that it fairly and accurately represents the information in the News Release or part thereof for which I am responsible.

Dated this 15^th day of November, 2023.

"(signed) Rodrigo Simidu"

Rodrigo Simidu, P. Eng. Principal Mining Engineer Gold Resource Corporation

Exhibit 99.17

CONSENT OF QUALIFIED PERSON

I, Simon Boudreau, P. Eng., Senior Mine Engineer for InnovExplo, hereby consent to the public filing of the technical report titled “NI 43-101 Technical Report on the Preliminary Economic Assessment for the Back Forty Project, Michigan, USA” (the “Technical Report”) prepared for Gold Resource Corporation (the “Issuer”) dated November 8, 2023 and having an effective date of September 30, 2023, which Technical Report supports the news release of the Issuer dated October 26, 2023 (the “News Release”), and to the use of extracts from, or a summary of portions of, the Technical Report in the News Release.

I certify that I have read the Technical Report and that it fairly and accurately represents the information in the News Release or part thereof for which I am responsible.

Dated this 15^th day of November, 2023.

"(signed) Simon Boudreau" Simon Boudreau, P. Eng. Senior Mine Engineer

InnovExplo Inc.

Exhibit 99.18

CONSENT OF QUALIFIED PERSON

I, Andrea K. Martin, P.E., Lead Environmental Engineer for Foth Infrastructures and Environment, hereby consent to the public filing of the technical report titled “NI 43-101 Technical Report on the Preliminary Economic Assessment for the Back Forty Project, Michigan, USA” (the “Technical Report”) prepared for Gold Resource Corporation (the “Issuer”) dated November 8, 2023 and having an effective date of September 30, 2023, which Technical Report supports the news release of the Issuer dated October 26, 2023 (the “News Release”), and to the use of extracts from, or a summary of portions of, the Technical Report in the News Release.

I certify that I have read the Technical Report and that it fairly and accurately represents the information in the News Release or part thereof for which I am responsible.

Dated this 15^th day of November, 2023.

“(signed) Andrea K. Martin”

Andrea K. Martin, P.E.

Lead Environmental Engineer

Foth Infrastructures and Environment

Exhibit 99.19

CONSENT OF QUALIFIED PERSON

I, Eric Kinnan, P. Geo., Independent Consultant for InnovExplo, hereby consent to the public filing of the technical report titled “NI 43-101 Technical Report on the Preliminary Economic Assessment for the Back Forty Project, Michigan, USA” (the “Technical Report”) prepared for Gold Resource Corporation (the “Issuer”) dated November 8, 2023 and having an effective date of September 30, 2023, which Technical Report supports the news release of the Issuer dated October 26, 2023 (the “News Release”), and to the use of extracts from, or a summary of portions of, the Technical Report in the News Release.

I certify that I have read the Technical Report and that it fairly and accurately represents the information in the News Release or part thereof for which I am responsible.

Dated this 15^th day of November, 2023.

"(signed) Eric Kinnan" Eric Kinnan, P. Geo. Independent Consultant InnovExplo Inc.

Exhibit 99.20

CONSENT OF QUALIFIED PERSON

I, Patrick Frenette, P. Eng., Vice-President of Technical Services and an employee of Gold Resource Corporation (the "Issuer"), hereby consent to the public filing of the technical report titled "NI 43-101 Technical Report on the Preliminary Economic Assessment for the Back Forty Project, Michigan, USA" (the "Technical Report") prepared for the Issuer dated November 8, 2023 and having an effective date of September 30, 2023, which Technical Report supports the news release of the Issuer dated October 26, 2023 (the "News Release"), and to the use of extracts from, or a summary of portions of, the Technical Report in the News Release.

I certify that I have read the Technical Report and that it fairly and accurately represents the information in the News Release or part thereof for which I am responsible.

Dated this 15th day of November, 2023.

"(signed) Patrick Frenette"

Patrick Frenette, P. Eng.

Vice-President of Technical Services Gold Resource Corporation

Exhibit 99.21

CONSENT OF QUALIFIED PERSON

I, Christian Laroche, Eng., Director of Metallurgy and an employee of Gold Resource Corporation (the "Issuer"), hereby consent to the public filing of the technical report titled "NI 43-101 Technical Report on the Preliminary Economic Assessment for the Back Forty Project, Michigan, USA" (the "Technical Report") prepared for the Issuer dated November 8, 2023 and having an effective date of September 30, 2023, which Technical Report supports the news release of the Issuer dated October 26, 2023 (the "News Release"), and to the use of extracts from, or a summary of portions of, the Technical Report in the News Release.

I certify that I have read the Technical Report and that it fairly and accurately represents the information in the News Release or part thereof for which I am responsible.

Dated this 15th day of November, 2023.

"(signed) Christian Laroche"

Christian Laroche, Eng. Director of Metallurgy Gold Resource Corporation

Exhibit 99.22

CONSENT OF QUALIFIED PERSON

I, Carl Pelletier, P. Geo., Co-President Founder of InnovExplo, hereby consent to the public filing of the technical report titled “NI 43-101 Technical Report on the Preliminary Economic Assessment for the Back Forty Project, Michigan, USA” (the “Technical Report”) prepared for Gold Resource Corporation (the “Issuer”) dated November 8, 2023 and having an effective date of September 30, 2023, which Technical Report supports the news release of the Issuer dated October 26, 2023 (the “News Release”), and to the use of extracts from, or a summary of portions of, the Technical Report in the News Release.

I certify that I have read the Technical Report and that it fairly and accurately represents the information in the News Release or part thereof for which I am responsible.

Dated this 15^th day of November, 2023.

"(signed) Carl Pelletier"

Carl Pelletier, P. Geo. Co-President Founder InnovExplo Inc.

Exhibit 99.23

CONSENT OF QUALIFIED PERSON

I, Michael J. Foley, P. E., a former employee of Gold Resource Corporation (the “Issuer”), hereby consent to the public filing of the technical report titled “NI 43-101 Technical Report on the Preliminary Economic Assessment for the Back Forty Project, Michigan, USA” (the “Technical Report”) prepared for the Issuer dated November 8, 2023 and having an effective date of September 30, 2023, which Technical Report supports the news release of the Issuer dated October 26, 2023 (the “News Release”), and to the use of extracts from, or a summary of portions of, the Technical Report in the News Release.

I certify that I have read the Technical Report and that it fairly and accurately represents the information in the News Release or part thereof for which I am responsible.

Dated this 15^th day of November, 2023.

"(signed) Michael J. Foley"

Michael J. Foley, P. E.
Formerly Director of Environment and Infrastructures
Gold Resource Corporation

Exhibit 99.24

Form 51-102F4

Business Acquisition Report

ITEM 1 – IDENTITY OF COMPANY

1.1	Name and Address of Company

Goldgroup Mining Inc.

Suite 410, 1111 Melville Street Vancouver, British Columbia V6E 3V6

1.2	Executive Officer

Chet Holyoak

Chief Financial Officer (719) 299-0277

ITEM 2 – DETAILS OF ACQUISITION

2.1	Nature of Business Acquired

On July 17, 2026, Goldgroup Mining Inc. (the “Company”) completed its acquisition of Gold Resource Corporation (“Gold Resource”) pursuant to an arrangement agreement and plan of merger dated January 25, 2026, as amended on May 15, 2026 (the “Arrangement Agreement”), among Gold Resource, the Company and Goldgroup Merger Sub Inc., a wholly-owned subsidiary of the Company formed for the purpose of effecting the acquisition (the “Merger”). As a result of the completion of the Merger in accordance with the Arrangement Agreement, Gold Resource became a wholly-owned subsidiary of the Company. Prior to the Merger, Gold Resource was a reporting issuer in Ontario and its common shares were listed on the New York Stock Exchange.

Gold Resource is a gold and silver producer, developer and explorer with operations centered on the Don David Gold Mine in Oaxaca, Mexico. In addition to its producing operations, Gold Resource holds a significant land package surrounding the Don David Gold Mine with exploration and development potential and owns the Back Forty Project, a gold and base metals development project located in Michigan, United States.

The Merger combined Gold Resource’s producing, development and exploration assets with those of the Company, resulting in a larger precious metals company with operations, development projects and exploration properties in Mexico and the United States. Following completion of the Merger, the Company is focused on the production, development and exploration of gold and silver assets in Oaxaca and Sonora, Mexico and in Michigan, United States.

The Merger was approved by the shareholders of the Company at its annual general and special meeting of shareholders held on July 2, 2026. Detailed disclosure regarding the Merger is contained in the management information circular of the Company dated May 29, 2026, which was filed under the Company’s profile on SEDAR+ at www.sedarplus.ca on June 5, 2026.

2.2	Acquisition Date

July 17, 2026.

2.3	Consideration

Pursuant to the Arrangement Agreement, each outstanding common share of Gold Resource was exchanged for 1.4476 common shares of the Company (each, a “Common Share”), subject to adjustment to reflect the Consolidation (as defined herein). On July 10, 2026, the Company consolidated its issued and outstanding Common Shares (the “Consolidation”) on the basis of one (1) post-Consolidation Common Share for every four (4) pre-Consolidation Common Shares.

The Merger was completed by way of a share-for-share exchange and no cash consideration was paid. There was no contingent consideration payable in connection with the Merger. The consideration was satisfied through the issuance of Common Shares from treasury. As the transaction was structured as an all-share transaction, no debt financing or other external financing was required to fund the acquisition.

2.4	Effect on Financial Position

The Merger combined the operations and assets of the Company and Gold Resource to create a larger precious metals producer with multiple producing assets (principally in Mexico), exploration and development projects, enhanced scale and increased financial flexibility. The Company does not have any current plans or proposals for material changes in its business affairs or the affairs of any of its subsidiaries which are expected to have a significant effect on the results of operations and financial position of the Company.

2.5	Prior Valuations

No valuation opinion required by securities legislation or a Canadian stock exchange was obtained in connection with the Merger. In connection with its review of the Merger, the special committee of the board of directors of the Company obtained a fairness opinion from Fort Capital Partners dated January 25, 2026. Fort Capital Partners concluded that, as of the date of the opinion and subject to the assumptions, qualifications and limitations set out therein, the exchange ratio provided for under the Arrangement Agreement was fair, from a financial point of view, to the shareholders of the Company. The fairness opinion was based on, among other things, net asset value analyses, comparable company trading analyses and precedent transaction analyses.

2.6	Parties to Acquisition

The Merger was completed among the Company, Gold Resource and Goldgroup Merger Sub Inc. The transaction was negotiated and entered into on an arm’s-length basis. Gold Resource was not an informed person, associate or affiliate of the Company as defined in Section 1.1 of NI 51-102 – Continuous Disclosure Obligations (“NI 51-102”).

2.7	Date of Report

August 24, 2026

ITEM 3 – FINANCIAL STATEMENTS AND OTHER INFORMATION

As required by Part 8 of NI 51-102, the following financial statements are attached to this Report:

the unaudited condensed interim financial statements for Gold Resource for the three months ended March 31, 2026 and 2025 a copy of which is attached hereto as Schedule “A”; and

the audited annual financial statements of Gold Resource for the years ended December 31, 2025 and 2024, a copy of which is attached hereto as Schedule “B”.

The Company and Gold Resource have not obtained a consent of the auditor of Gold Resource to incorporate the auditor’s report for the audited financial statements into this business acquisition report.

SCHEDULE “A”

GOLD RESOURCE UNAUDITED CONDENSED INTERIM FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025

[Please see attached]

PART I - FINANCIAL INFORMATION

ITEM 1. Financial Statements

GOLD RESOURCECORPORATION
CONDENSED CONSOLIDATED INTERIM BALANCESHEETS

(U.S. dollars in thousands, except share amounts)
(Unaudited)


		Note		As of March 31, 2026			As of December 31, 2025
ASSETS
Current assets:
Cash and cash equivalents				$	31,025		$	25,011
Accounts receivable, net					15,060			13,253
Inventories, net		4			8,739			8,234
Prepaid expenses and other current assets		6			2,667			2,784
Total current assets					57,491			49,282
Property, plant, and mine development, net		7			138,754			134,656
Other non-current assets					179			124
Total assets				$	196,424		$	184,062
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable				$	7,288		$	7,360
Miningroyalty taxes payable, net					2,663			2,860
Accrued expenses and other current liabilities		8			7,295			7,043
Total current liabilities					17,246			17,263
Reclamation and remediation liabilities		10			10,299			10,184
Gold and silver stream agreements liability		9			95,597			90,930
Deferred tax liabilities, net		5			18,028			15,527
Contingent consideration		11			3,494			3,554
Other non-current liabilities		8			2,946			2,575
Total liabilities					147,610			140,033

Commitments and contingencies		11

Shareholders’ equity:
Common stock - $0.001 par value, 200,000,000 shares authorized:
161,886,146 and 161,767,412 shares outstandingat March 31, 2026 and December 31,
2025, respectively					162			162
Additional paid-in capital					138,504			138,458
Accumulated deficit					(82,797)			(87,536)
Treasury stock at cost, 336,398 shares					(5,884)			(5,884)
Accumulated other comprehensive loss					(1,171)			(1,171)
Total shareholders’ equity					48,814			44,029
Total liabilities and shareholders’ equity				$	196,424		$	184,062

The accompanyingnotes are an integral part of these Condensed Consolidated Interim Financial Statements.

Gold Resource Corporation—Condensed Consolidated Interim Financial Statements and Notes (Unaudited)
4

GOLD RESOURCECORPORATION

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF OPERATIONS

(U.S. dollars in thousands, except share and per share amounts)
(Unaudited)


		For the three months ended March 31,
	Note	2026		2025
Sales, net	3	$	43,943	$	12,354
Cost of sales:
Production costs			20,636		10,708
Depreciation and amortization			4,027		2,704
Reclamation and remediation			235		394
Total cost of sales			24,898		13,806
Mine gross profit (loss)			19,045		(1,452)
Costs and expenses:
General and administrative expenses			1,594		1,144
Mexico exploration expenses			1,230		281
Michigan Back Forty Project expenses			209		204
Stock-based compensation	15		1,024		400
Other expense, net	16		5,537		4,311
Total costs and expenses			9,594		6,340
Income (loss) before income taxes			9,451		(7,792)
Income taxprovision	5		4,712		527
Net income (loss)		$	4,739	$	(8,319)
Net income (loss) per common share:
Basic and diluted income (loss) per common share	17	$	0.03	$	(0.07)
Weighted average shares outstanding:
Basic	17		161,863,094		112,442,135
Diluted	17		163,716,164		112,442,135

The accompanyingnotes are an integral part of these Condensed Consolidated Interim Financial Statements.

Gold Resource Corporation—Condensed Consolidated Interim Financial Statements and Notes (Unaudited)
5

GOLD RESOURCECORPORATION

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(U.S. dollars in thousands, except share amounts
(Unaudited)

		For the three months ended March 31, 2026 and 2025
		Number of Common Shares		Par Value Common Shares			Additional Paid- in Capital			Accumulated Deficit			Treasury Stock			Accumulated Other Comprehensive Loss			Total Shareholders' Equity
Balance, December 31, 2024		95,661,347		$	96		$	115,319		$	(81,077)		$	(5,884)		$	(1,171)		$	27,283
Stock-based compensation		—			—			140			—			—			—			140
Common stock issued for vested restricted stock units		328,942			—			—			—			—			—			—
Issuance of common stock, net of issuance costs		9,287,601			9			3,013			—			—			—			3,022
Surrender of common stock for taxes due on net settlement		(123,806)			—			(42)			—			—			—			(42)
Registered direct offering		15,625,000			16			2,484												2,500
Net loss		—			—			—			(8,319)			—			—			(8,319)
Balance, March 31, 2025		120,779,084		$	121		$	120,914		$	(89,396)		$	(5,884)		$	(1,171)		$	24,584

Balance, December 31, 2025		162,103,810		$	162		$	138,458		$	(87,536)		$	(5,884)		$	(1,171)		$	44,029
Stock-based compensation		—			—			102			—			—			—			102
Common stock issued for vested restricted stock units		177,150			—			—			—			—			—			—
Surrender of common stock for taxes due on net settlement		(58,416)			—			(56)			—			—			—			(56)
Net income		—			—			—			4,739			—			—			4,739
Balance, March 31, 2026		162,222,544		$	162		$	138,504		$	(82,797)		$	(5,884)		$	(1,171)		$	48,814

The accompanyingnotes are an integral part of these Condensed Consolidated Interim Financial Statements.

Gold Resource Corporation—Condensed Consolidated Interim Financial Statements and Notes (Unaudited)
6

GOLD RESOURCECORPORATION

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS

(U.S. dollars in thousands)
(Unaudited)


				For the three months ended March 31,
		Note		2026			2025
Cash flows from operating activities:
Net income (loss)				$	4,739		$	(8,319)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operatingactivities:
Deferred income taxexpense					2,524			427
Depreciation and amortization					4,088			2,918
Stock-based compensation					1,024			400
Interest on streaming liabilities					4,667			3,821
Other operatingadjustments, net		19			(213)			164
Changes in operatingassets and liabilities:
Accounts receivable					(1,807)			(1,050)
Inventories					113			514
Prepaid expenses and other current assets					117			161
Other non-current assets and liabilities					(127)			426
Accounts payable and other accrued liabilities					(119)			(454)
Cash settled liability awards					—			(33)
Miningroyalty and income taxes payable, net					(156)			197
Net cash provided by (used in) operatingactivities					14,850			(828)
Cash flows from investing activities:
Capital expenditures					(8,764)			(2,182)
Proceeds from the sale of investments					—			854
Net cash used in investing activities					(8,764)			(1,328)
Cash flows from financing activities:
Proceeds from ATM Program sales, net of issuance costs					—			3,022
Net proceeds from the registered direct offerings					—			2,500
Other financing activities					(56)			(42)
Net cash (used in) provided by financing activities					(56)			5,480
Effect of exchange rate changes on cash and cash equivalents					(16)			(61)

Net increase in cash and cash equivalents					6,014			3,263
Cash and cash equivalents at beginning of period					25,011			1,628
Cash and cash equivalents at end of period				$	31,025		$	4,891

Supplemental Cash Flow Information
Income and miningtaxes paid				$	1,897		$	—
Non-cash investing or financing activities:
Value of common shares issued for share-based compensation redemption				$	112		$	69
Balance of capital expenditures in accounts payable				$	1,041		$	339
Balance of equipment financing				$	328		$	539

The accompanyingnotes are an integral part of these Condensed Consolidated Interim Financial Statements.

Gold Resource Corporation—Condensed Consolidated Interim Financial Statements and Notes (Unaudited)
7

GOLD RESOURCECORPORATION

NOTES TO THECONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

March 31, 2026
(Unaudited)

Basis of Preparation of Financial Statements

The Condensed Consolidated Interim Financial Statements (“interim financial statements”) of Gold Resource Corporation and its subsidiaries (collectively, the “Company”) are unaudited and have been prepared in accordance with the rules of the Securities and Exchange Commission (“SEC”) for interim statements. Certain information and footnote disclosures required by United States Generally Accepted Accounting Principles (“U.S. GAAP”) have been condensed or omitted as permitted by such rules. However, the Company believes that the disclosures included are adequate to make the information presented not misleading. In the opinion of management, all adjustments (including normal recurring adjustments) and disclosures necessary for a fair presentation of these interim financial statements have been included. The results reported in these interim financial statements do not necessarily indicate the results that may be reported for the entire year. These interim financial statements should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2025, included in the Company’s annual report on Form 10-K (the “2025 Annual Report”). The year-end balance sheet data was derived from the audited financial statements. Unless otherwise noted, there have been no material changes to the footnotes from those accompanying the audited consolidated financial statements contained in the 2025 Annual Report.

Recent Developments

On January 26, 2026, the Company announced that it entered into a definitive arrangement agreement and plan of merger (the “Arrangement Agreement”) with Goldgroup Mining Inc. (“Goldgroup”), whereby Goldgroup agreed to acquire all of the issued and outstanding shares of the Company’s common stock (the “Transaction”).

Pursuant to the Arrangement Agreement, the Company’s stockholders will receive 1.4476 common shares of Goldgroup for each share of the Company’s common stock (adjusted to 0.3619 common shares of Goldgroup for each share of the Company’s common stock as a result of a four-for-one share consolidation to be completed by Goldgroup prior to closing). Upon closing of the transaction, the Company will be a wholly owned subsidiary of Goldgroup.

The Transaction was unanimously approved by the boards of directors of the Company and Goldgroup. The Transaction is expected to close in the third quarter of 2026, subject to customary closing conditions (including approval by the stockholders of each of the Company and Goldgroup). The parties received unconditional approval from the Mexican National Antitrust Commission in respect of the Transaction on April 27, 2026.

New Accounting Pronouncements

Recently issued Accounting Standards Updates to become effective in future periods

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40) to improve the disclosures about a public business entity’s expense and provide more detailed information about the types of expenses included in certain expense captions in the consolidated financial statements. The amendments in this update are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted and the amendments in this update should be applied either prospectively or retrospectively. The Company is evaluating the impact this guidance will have on the disclosures in the consolidated financial statements.

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In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements. The update improves the guidance in Topic 270, Interim Reporting, by improving the navigability of the required interim disclosures and clarifying when that guidance is applicable. The amendments in ASU 2025-11 are effective for interim reporting periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. The amendments can be applied either prospectively or retrospectively to any or all prior periods presented in the financial statements. The Company is evaluating the impact this guidance will have on the disclosures in the consolidated financial statements.

In December 2025, the FASB issued ASU 2025-12, Codification Improvements. This project facilitates Codification updates for a broad range of Topics arising from technical corrections, the unintended application of the Codification, clarifications, and other minor improvements. The Company is evaluating the impact this guidance will have on the disclosures in the consolidated financial statements.

Revenue

The Company derives its revenue mainly from the sale of concentrates. The following table presents the Company’s net sales for each period presented, disaggregated by source:


	For the three months ended March 31,
	2026		2025

	(in thousands)
Concentrate sales
Gold		7,480		2,485
Silver		31,968		7,452
Copper		913		472
Lead		684		539
Zinc		3,113		1,751
Less: Treatment and refining charges		(3,047)		(447)
Total concentrate sales, net		41,111		12,252
Realized gain - embedded derivative, net ⁽¹⁾		5,187		24
Unrealized (loss) gain - embedded derivative, net		(2,355)		78
Total sales, net	$	43,943	$	12,354

(1) The Company's sales contain an embedded derivative related to a provisional pricing mechanism which is bifurcated and accounted for as a derivative. At the end of each reporting period, the Company records an adjustment to sales to reflect the mark-to-market of outstanding provisional invoices based on the forward price curve. The amount of realized gain or loss is highly driven by the amount of provisional sales from the prior quarter that is settled in the current quarter, as well as the difference between the provisional and final sales price. Copper, lead, and zinc are co-products. In the realized gain - embedded derivative, net, there is a $36 thousand gain related to these co-products for the three months ended March 31, 2026. There is a $72 thousand loss in the realized gain - embedded derivative, net, related to the co-products for the three months ended March 31, 2025.

Gold Resource Corporation—Condensed Consolidated Interim Financial Statements and Notes (Unaudited)
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Inventories, net

At March 31, 2026 and December 31, 2025, inventories, net, consisted of the following:


		As of			As of
		March 31,			December 31,
		2026			2025
		(in thousands)
Stockpiles - underground mine		$	230		$	491
Concentrates			2,983			2,301
Subtotal - product inventories			3,213			2,792
Materials and supplies ⁽¹⁾			5,526			5,442
Total		$	8,739		$	8,234

(1) Net of reserve for obsolescence of $0.9 million and $1.1 million as of March 31, 2026 and December 31, 2025, respectively.

Income Taxes

The Company recorded an income taxexpense of $4.7 million for the three months ended March 31, 2026. For the three months ended March 31, 2025, the Company recorded an income tax expense of $0.5 million. In accordance with applicable accounting rules, the interim provision for taxes is calculated using the estimated consolidated annual effective tax rate. The consolidated effective tax rate is a function of the combined effective tax rates for the jurisdictions in which the Company operates. Variations in the relative proportions of jurisdictional income could result in fluctuations to the Company’s consolidated effective tax rate. At the federal level, the Company’s income in the U.S. is taxed at 21%. Income in Mexico is taxed at 38.5% (30% income tax and 8.5% mining tax), and Canada’s income is taxed at a combined federal and provincial rate of 26.5%, which results in a consolidated effective tax rate above statutory U.S. Federal rates.

Mexico Valuation Allowance

The Company recorded a valuation allowance on all of the Mexico Income Tax net deferred tax assets in 2024 and has continued with a valuation allowance on all of the Mexico Income Tax net deferred tax assets as of March 31, 2026. In accordance with applicable accounting rules, a valuation allowance is recorded when it is more likely than not that some portion of the deferred tax assets will not be realized, after considering all available evidence, both positive and negative. The Company determined a valuation allowance on Mexico Income Tax deferred tax assets was necessary due primarily to the three-year cumulative loss at the Mexico mine.

Mexico Mining Taxation

Mining entities in Mexico are subject to two mining duties, in addition to the 30% Mexico corporate income tax: (i) a “special” mining duty of 8.5%, effective January 1, 2025, of taxable income as defined under Mexican tax law (also referred to as “mining royalty tax”) on extraction activities performed by concession holders, and (ii) the “extraordinary” mining duty of 1.0%, also effective January 1, 2025, on gross revenue from the sale of gold, silver, and platinum. The mining royalty tax generally applies to earnings before income tax, depreciation, depletion, amortization, and interest. In calculating the mining royalty tax, there are no corporate deductions related to depreciable costs from operational fixed assets. However, prospecting and exploration expenses are amortized using a 10% rate in a 10-year straight line. Both duties are tax deductible for income tax purposes. As a result, the Company’s effective taxrate applicable to the Company’s Mexican operations is higher than Mexico’s statutory income taxrate.

The Company periodically transfers funds from its Mexican wholly owned subsidiary to the U.S. as dividends. Mexico requires a 10% Mexico withholding tax on all post-2013 earnings. The Company began distributing post-2013 earnings from Mexico in 2018. According to the existing U.S. – Mexico tax treaty, the dividend withholding tax between these countries is reduced to 5%, and in some cases to 0%, if certain requirements are met. At the end of 2024, the Company

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reviewed the tax treaty and believes that it qualifies for a 0% tax withholding. No dividends from Mexico were received by the Company for the three months ended March 31, 2026 and 2025.

In October 2023, the Company received a notification from the Mexican TaxAdministration Services (“SAT”) with a sanction of 331 million pesos (approximately $18.3 million as of March 31, 2026) as the result of a 2015 tax audit that began in 2021. The 2015 tax audit performed by SAT encompassed various tax aspects, including but not limited to intercompany transactions, mining royalty tax, and extraordinary mining tax. Management is in process of disputing this tax notification and sent a letter of protest to the tax authorities along with providing all requested documentation. Management intends to pursue legal avenues of protest, including filing a lawsuit with the Mexico court system, if necessary, to ensure that these adjustments are removed. Management believes its position taken on the 2015 income tax return meets the more likely than not threshold and that as of March 31, 2026 and December 31, 2025, the Company has no liability for uncertain tax positions. If the Company were to determine there was an unrecognized tax benefit, the Company would recognize the liability and the related interest and penalties within income tax (benefit) provision.

Prepaid Expenses and Other Current Assets

At March 31, 2026 and December 31, 2025, prepaid expenses and other current assets consisted of the following:


		As of			As of
		March 31,			December 31,
		2026			2025
		(in thousands)
Advances to suppliers		$	1,558		$	1,080
Prepaid insurance			452			1,106
Other current assets			657			598
Total		$	2,667		$	2,784

Property, Plant, and Mine Development, net

At March 31, 2026 and December 31, 2025, property, plant, and mine development, net consisted of the following:


		As of			As of
		March 31,			December 31,
		2026			2025
		(in thousands)
Asset retirement costs (“ARO asset”)		$	4,106		$	4,106
Construction-in-progress			4,586			4,020
Furniture and office equipment			1,840			1,855
Land			9,033			9,033
Mineral interest			79,542			79,543
Light vehicles and other mobile equipment			2,409			2,371
Machinery and equipment			49,927			47,582
Mill facilities and infrastructure			36,614			36,524
Mine development			141,647			136,089
Software and licenses			1,554			1,554
Subtotal			331,258			322,677
Accumulated depreciation and amortization			(192,504)			(188,021)
Total		$	138,754		$	134,656

The Company recorded depreciation and amortization expense of $4.0 million and $2.7 million for the three months ended March 31, 2026 and 2025, respectively.

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Accrued Expenses and Other Liabilities

At March 31, 2026 and December 31, 2025, accrued expenses and other liabilities consisted of the following:


		As of			As of
		March 31,			December 31,
		2026			2025
		(in thousands)
Accrued royalty payments		$	1,090		$	800
Accrual for short-term incentive plan			283			835
Liability for Aquila drillhole plugging			8			8
Share-based compensation liability - current			376			—
Equipment financing			328			437
Taxes payable, net ⁽¹⁾			1,515			1,407
Employee profit sharingobligation			1,449			880
Employee withholdings and taxes payable			2,175			2,597
Other payables			71			79
Total accrued expenses and other current liabilities		$	7,295		$	7,043

Accrued non-current labor obligation		$	1,281		$	1,431
Stock-based compensation liability			1,578			1,032
Other lease liability			37			49
Other long-term liabilities			50			63
Total other non-current liabilities		$	2,946		$	2,575

(1) Taxes payable, net includes IVA tax in Mexico, assessed on purchases of materials and services and sales of products. Likewise, businesses owe IVA taxes as they sell products and collect IVA taxes from their customers. Businesses are generally entitled to recover the taxes they have paid related to purchases of materials and services, either as a refund or credit to IVA tax payable. Amounts recorded as IVA taxes in the consolidated financial statements represent the net estimated IVA tax receivable or payable, since there is a legal right of offset of IVA taxes. As of March 31, 2026 and December 31, 2025, this resulted in a liability balance of $1.5 and $1.4 million, respectively, which is included in accrued expenses and other liabilities in the table above.

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Gold and Silver Stream Agreements

The following table presents the Company’s liabilities related to the Company’s Gold and Silver Stream Agreements (the “Osisko Stream Agreements”) with Osisko Bermuda Limited, now called OR Royalties Inc., (“Osisko”) as of March 31, 2026 and December 31, 2025:


		As of			As of
		March 31,			December 31,
		2026			2025
		(in thousands)
Liability related to the Osisko Gold Stream Agreement		$	42,470		$	40,397
Liability related to the Osisko Silver Stream Agreement			53,127			50,533
Total liability		$	95,597		$	90,930

The Osisko Stream Agreements contain customary provisions regarding default and security. In the event that the Company’s subsidiary, Aquila Resources Inc., defaults under the Osisko Stream Agreements, including by failing to acquire the required permits and achieve commercial production by the agreed upon dates, it may be required to repay the deposit plus accumulated interest at a rate agreed with Osisko.

In March 2024, the Company secured an amendment to the Osisko Gold and Silver Stream Agreements that deferred the required completion of certain operational milestones related to permitting from 2024 to 2026. The amended Osisko Gold Stream Agreement requires the Company’s subsidiary to obtain all material permits necessary for the construction and operation of the Back Forty Project by June 20, 2026, with a grace period through November 30, 2026. If such permits are not obtained on time, the Company’s subsidiary may default on the streaming agreement and all funds, including interest, become due immediately or Osisko may be entitled to enforce its remedies as a secured party and take possession of the assets that comprise the Back Forty Project.

Feasibility Study activities commenced in April 2026, of which the first phase is scheduled to conclude during the second quarter of 2026. The second phase is planned to begin thereafter and is expected to last approximately one year. During the second phase, the data and technical information required to support permitting applications will be developed and formalized. Once sufficient information is available, the permitting application process will be initiated; this process is currently estimated to require approximately six months. The permitting timeline represents a risk, as the anticipated duration will likely exceed available time constraints, which would result in default unless another amendment is executed.

Gold Stream Agreement

The $20.0 million received from Osisko pursuant to the Osisko Gold Stream Agreement through March 31, 2026 is shown as a long-term liability on the Interim Condensed Consolidated Balance Sheets. A periodic interest expense is calculated based on a fixed market rate of interest, which is reviewed quarterly if there are any contractual amendments relating to the Osisko Stream Agreements. The fixed interest rate is applied on the Osisko advance payments and calculated on the total expected life-of-mine production to be deliverable and was 22.2% per annum at March 31, 2026 and at

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December 31, 2025. As the remaining $30.0 million deposit is subject to the completion of specific milestones and the satisfaction of certain other conditions, this amount is not reflected on the Interim Condensed Consolidated Balance Sheets.

Per the terms of the Osisko Gold Stream Agreement, Osisko will purchase 18.5% of the refined gold from Back Forty (the “Threshold Stream Percentage”) until the Company has delivered 105,000 gold ounces (the “Production Threshold”). Upon satisfaction of the Production Threshold, the Threshold Stream Percentage will be reduced to 9.25% of the refined gold (the “Tail Stream”). In exchange for the refined gold delivered under the Osisko Gold Stream Agreement, Osisko will pay the Company ongoing payments equal to 30% of the spot price of gold on the day of delivery, subject to a maximum payment of $600 per ounce. Where the market price of gold is greater than the price paid, the difference realized from the sale of the gold will be applied against the deposit received from Osisko. Please see Note 11—Commitments and Contingencies i n Item 1—Condensed Consolidated Interim Financial Statements and Notes (unaudited) for additional information.

Silver Stream Agreement

Per the terms of the Osisko Silver Stream Agreement, Osisko will purchase 85% of the silver produced from the Back Forty Project at a fixed price of $4.00 per ounce of silver. Where the market price of silver is greater than $4.00 per ounce, the difference realized from the sale of the silver will be applied against the deposit received from Osisko.

The $17.2 million received from Osisko pursuant to the Osisko Silver StreamAgreement through March 31, 2026 is shown as a long-term liability on the Interim Condensed Consolidated Balance Sheets. A periodic interest expense is calculated based on a fixed market rate of interest, which is reviewed quarterly if there are any contractual amendments relating to the Osisko Stream Agreements. The fixed interest rate is applied on the Osisko advance payments and calculated on the total expected life-of-mine production to be deliverable and was 22.2% per annum at March 31, 2026 and at December 31, 2025. Please see Note 11—Commitments and Contingencies in Item 1—Condensed Consolidated Interim Financial Statements and Notes (unaudited) for additional information.

10.

Reclamation and Remediation

The following table presents the changes in reclamation and remediation obligations for the three months ended March 31, 2026 and for the year ended December 31, 2025:


		2026			2025

		(in thousands)
Reclamation liabilities – balance at beginning of period		$	2,099		$	1,839
Foreign currency exchange (gain) loss			(12)			260
Reclamation liabilities – balance at end of period			2,087			2,099

Asset retirement obligation – balance at beginning of period			8,093			8,838
Changes in estimate ⁽¹⁾			—			(2,634)
Changes in liability for Aquila drillhole plugging			—			98
Accretion			176			499
Foreign currency exchange (gain) loss			(49)			1,292
Asset retirement obligation – balance at end of period			8,220			8,093
Total period end balance		$	10,307		$	10,192

(1)

In 2025, the Company updated its closure plan study, which resulted in a $2.6 million decrease in the estimated liability and ARO asset.

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The following table presents the reclamation and remediation obligations as of March 31, 2026 and December 31, 2025:


	As of		As of
	March 31,		December 31,
	2026		2025
	(in thousands)
Current reclamation and remediation liabilities ⁽¹⁾	$	8	$	8
Non-current reclamation and remediation liabilities		10,299		10,184
Total	$	10,307	$	10,192

(1) The current portion of reclamation and remediation liabilities related to drill hole capping in Aquila, Michigan, are included in Accrued expenses and other current liabilities. Please see Note 8—Accrued Expenses and Other Liabilities in Item 1—Condensed Consolidated Interim Financial Statements and Notes (unaudited) for additional information.

The Company’s undiscounted reclamation liabilities of $2.1 million and $2.1 million as of March 31, 2026 and December 31, 2025, respectively, are related to DDGM. These represent reclamation liabilities that were expensed through 2013 before proven and probable reserves were established and the Company was considered to be a development stage entity; therefore, most of the costs, including asset retirement costs, were not allowed to be capitalized as part of the Company’s property, plant, and mine development.

The Company’s asset retirement obligations reflect the additions to the asset for reclamation and remediation costs in Property, Plant, and Mine Development, post-2013 development stage status, which are discounted using a credit adjusted risk-free rate of 9%. As of March 31, 2026 and December 31, 2025, the Company’s asset retirement obligation was $8.2 million and $8.1 million, respectively, primarily related to DDGM in Mexico.

11.

Commitments and Contingencies

Commitments

As of March 31, 2026 and December 31, 2025, the Company has equipment purchase commitments of $6.4 million and $4.3 million, respectively.

Contingent Consideration

With the Aquila acquisition, the Company assumed a contingent consideration. On December 30, 2013, Aquila’s shareholders approved the acquisition of 100% of the shares of HudBay Michigan Inc. (“HMI”), a subsidiary of HudBay Minerals Inc. (“HudBay”), effectively giving Aquila 100% ownership in the Back Forty Project (the “HMI Acquisition”). Pursuant to the HMI Acquisition, HudBay’s 51% interest in the Back Forty Project was acquired in consideration for the issuance of common shares of Aquila, future milestone payments tied to the development of the Back Forty Project and a 1% net smelter return royalty on production from certain land parcels in the Back Forty Project. The issuance of shares and 1% net smelter obligations were settled before the Company acquired Aquila.

The contingent consideration is composed of the following:

The value of future installments is based on C$9 million tied to the development of the Back Forty project as follows:

C$3 million payable on completion of any form of financing for purposes including the commencement of construction of Back Forty, up to 50% of the C$3 million can be paid, at the Company’s option in Gold Resource Corporation shares with the balance payable in cash;

C$2 million payable in cash 90 days after the commencement of commercial production;

C$2 million payable in cash 270 days after the commencement of commercial production; and

C$2 million payable in cash 450 days after the commencement of commercial production.

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Initially, the Company intended to pay the first C$3 million in 2023 to prevent HudBay’s 51% buy-back option in the Back Forty Project. Management later decided that it was more likely than not that HudBay would not exercise its buy-back option, and consequently, this amount was not paid. Additionally, since financing of the Back Forty Project was not expected in 2024, this liability was reclassified to long-term. As of the end of January 2024, by the contractual deadline, HudBay did not exercise its buy-back option, and thus, it is forfeited.

The total value of the contingent consideration as of March 31, 2026 and December 31, 2025 was $3.5 million and $3.6 million, respectively. The contingent consideration is adjusted for the time value of money and the likelihood of the milestone payments. Any future change in the value of the contingent consideration is recognized in other expense, net, in the Condensed Consolidated Interim Statements of Operations.

The following table shows the change in the balance of the contingent consideration for the three months ended March 31, 2026 and for the year ended December 31, 2025:

	2026		2025
	(in thousands)
Beginning Balance of contingent consideration:
Non-current contingent consideration	$	3,554	$	3,389

Change in valueof contingent consideration - non-current		(60)		165

Ending Balance of contingent consideration:
Non-current contingent consideration	$	3,494	$	3,554

Other Contingencies

The Company has certain other contingencies resulting from litigation, claims, and other commitments and is subject to various environmental and safety laws and regulations incident to the ordinary course of business. The Company currently has no basis to conclude that any or all such contingencies will materially affect its financial position, results of operations, or cash flows. However, in the future, there may be changes to these contingencies, or additional contingencies may occur, any of which might result in an accrual or a change in current accruals recorded by the Company. There can be no assurance that the ultimate disposition of contingencies will not have a material adverse effect on the Company’s financial position, results of operations, or cash flows.

On December 10, 2021, the Company acquired Aquila Resource Inc., which had substantial liabilities that relate to the Osisko Stream Agreements. Under the agreements, Osisko deposited a total of $37.2 million upfront in exchange for a portion of the future gold and silver production from the Back Forty Project. The Osisko Stream Agreements contain customary provisions regarding default and security. In the event that the Company’s subsidiary defaults under the Osisko Stream Agreements, including failing to obtain the required permits or achieve commercial production at a future date, Aquila Resource Inc. may be required to repay the deposit plus accumulated interest at a rate agreed with Osisko. If Aquila fails to do so, Osisko may be entitled to enforce its remedies as a secured party and take possession of the assets that comprise the Back Forty Project.

12.

Shareholders’ Equity

The Company’s At-The-Market Offering Agreement with H.C. Wainwright & Co., LLC (the “Agent”), which was entered into in November 2019, was amended in May 2023 and renewed in June 2023 (as amended, the “ATM Agreement”). Pursuant to the ATM Agreement, the Agent has agreed to act as the Company’s sales agent with respect to the offer and sale, from time to time, of the Company’s common stock having an aggregate gross sales price of up to the amount registered on the registration statement on Form S-3 relating to the ATM Program, which is $15.85 million as of April 11, 2025. No shares of the Company’s common stock were sold through the ATM Program during the three months ended March 31, 2026.

Gold Resource Corporation—Condensed Consolidated Interim Financial Statements and Notes (Unaudited)
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13.

Derivatives

Embedded Derivatives

Concentrate sales contracts contain embedded derivatives due to the provisional pricing terms for shipments pending final settlement. At the end of each reporting period, the Company records an adjustment to accounts receivable and sales to reflect the mark-to-market adjustments for outstanding provisional invoices based on forward metal prices. Please see Note 18—Fair Value Measurement in Item 1—Condensed Consolidated Interim Financial Statements and Notes (unaudited) for additional information on the realized and unrealized gain (loss) recorded to adjust accounts receivable and revenue.

The following table summarizes the Company’s unsettled sales contracts at March 31, 2026 with the quantities of metals under contract subject to final pricing expected to occur through June 2026:


		Gold			Silver			Copper			Lead			Zinc
		(ounces)			(ounces)			(tonnes)			(tonnes)			(tonnes)			Total
Under contract			2,313			711,051			99			461			1,221
Average forward price (per ounce or tonne)		$	4,634		$	70		$	12,230		$	1,938		$	3,200
Unsettled sales contracts value (in thousands)		$	10,718		$	49,752		$	1,211		$	893		$	3,907		$	66,481

The Company manages credit risk by entering into arrangements with counterparties believed to be financially strong, and by requiring other credit risk mitigants, as appropriate. The Company actively evaluates the implicit creditworthiness of its counterparties, and monitors credit exposures.

14.

Employee Benefits

Effective October 2012, the Company adopted a profit-sharing plan (the “Plan”), which covers all U.S. employees. The Plan meets the requirements of a qualified retirement plan pursuant to the provisions of Section 401(k) of the Internal Revenue Code. The Plan also allows eligible employees to make tax deferred contributions to a retirement trust account up to 90% of their qualified wages, subject to the IRS annual maximums.

On April 23, 2021, a decree that reforms labor outsourcing in Mexico was published in the Federation’s Official Gazette. This decree amended the outsourcing provisions, whereby operating companies can no longer source their labor resources used to carry out the core business functions from service entities or third-party providers. Under Mexican law, employees are entitled to receive statutory profit sharing (Participacion a los Trabajadores de las Utilidades or “PTU”) payments. The required cash payment to employees in the aggregate is equal to 10% of their employer’s profit subject to PTU, which differs from profit determined under U.S. GAAP. Please see Note 8—Accrued Expenses and Other Liabilities i n Item 1—Condensed Consolidated Interim Financial Statements and Notes (unaudited) for additional information.

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15.

Stock-Based Compensation

The Company’s compensation program comprises three main elements: (1) base salary, (2) an annual short-term incentive plan (“STIP”) award which may be in the form of cash or deferred share units (“DSUs”) with immediate vesting, and (3) long-term equity-based incentive compensation (“LTIP”) in the form of stock options, restricted stock units (“RSUs”), and performance share units (“PSUs”).

The Gold Resource Corporation 2016 Equity Incentive Plan (the “Incentive Plan”) allows for the issuance of up to 5 million shares of common stock in the form of incentive and non-qualified stock options, stock appreciation rights, RSUs, stock grants, stock units, performance shares, PSUs, and DSUs.

The Company’s STIP provides for an annual cash bonus payable upon achievement of specified performance metrics for its management team. STIP may also be settled as cash payable through the issuance of fully vested equity awards (such as fully vested stock grants or DSUs), or a combination of cash and stock DSUs. As of March 31, 2026, the Company accrued $46 thousand in accrued expenses and other liabilities related to the program.

Stock-based compensation expense for the periods presented is as follows:

	For the three months ended March 31,
	2026		2025

	(in thousands)
Restricted stock units	$	102	$	140
Performance share units		128		(5)
Deferred share units		794		265
Total	$	1,024	$	400

Stock Options

A summary of stock option activities under the Incentive Plan for the three months ended March 31, 2026 and 2025 is presented below:


				Weighted
		Stock		Average Exercise
		Options		Price (per share)
Outstanding as of December 31, 2024		840,612		$	2.99
Granted, exercised, expired, or forfeited		—			—
Outstanding as of March 31, 2025		840,612		$	2.99

Outstanding as of December 31, 2025		760,408		$	3.05
Granted, exercised, expired, or forfeited		—			—
Outstanding as of March 31, 2026		760,408		$	3.05

Vested and exercisable as of March 31, 2026		760,408		$	3.05

Gold Resource Corporation—Condensed Consolidated Interim Financial Statements and Notes (Unaudited)
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Restricted Stock Units

A summary of RSU activities under the Incentive Plan for the three months ended March 31, 2026 and 2025 is presented

below:


		Restricted		Fair
		Stock		Value
		Units		(in thousands)
Nonvested as of December 31, 2024		1,931,258		$	444
Vested but not redeemed (deferred)		(397,782)
Vested and redeemed		(205,136)
Vested and withheld for net settlement		(123,806)
Nonvested as of March 31, 2025		1,204,534		$	614

Nonvested as of December 31, 2025		782,583		$	648
Granted		884,135
Vested but not redeemed (deferred)		(260,237)
Vested and redeemed		(118,734)
Vested and withheld for net settlement		(58,416)
Forfeited		(54,075)
Nonvested as of March 31, 2026		1,175,256		$	1,410

Performance Share Units

A summary of PSU activities under the Incentive Plan for the three months ended March 31, 2026 and 2025 is presented below:


		Performance
		Share	Liability Balance
		Units	(in thousands)
Outstanding as of December 31, 2024		1,328,922	$	148
Redeemed		(241,195)
Outstanding as of March 31, 2025		1,087,727	$	109

Outstanding as of December 31, 2025		735,168	$	248
Redeemed ⁽¹⁾		(273,638)
Forfeited		(29,893)
Outstanding as of March 31, 2026		431,637	$	376

(1) Due to Company performance, these PSUs were redeemed with zero value to the recipients.

Deferred Share Units

A summary of DSU activities under the Incentive Plan for the three months ended March 31, 2026 and 2025 is presented

below:


		Deferred
		Stock	Liability Balance
		Units	(in thousands)
Outstanding as of December 31, 2024		883,384	$	203
Granted in lieu of board fees		35,008
Outstandingas of March 31, 2025		918,392	$	468

Outstanding as of December 31, 2025		947,370	$	784
Granted		349,360
Granted in lieu of board fees		18,116
Outstanding as of March 31, 2026		1,314,846	$	1,578

Gold Resource Corporation—Condensed Consolidated Interim Financial Statements and Notes (Unaudited)
19

16.

Other Expense, net

Other expense, net, for the periods presented consisted of the following:


		For the three months ended March 31,
		2026			2025
		(in thousands)
Unrealized currency exchange (gain) loss		$	(189)		$	49
Realized currency exchange loss			265			164
Realized and unrealized gain from gold and silver rounds, net			(14)			(21)
Interest on streaming liabilities ⁽¹⁾			4,667			3,821
Other expense			808			298
Total		$	5,537		$	4,311

(1) Periodic interest expense is based on a fixed market rate of interest which is reviewed quarterly if there are any contractual amendments relating to the Osisko Stream Agreements. Please see Note 9—Gold and Silver Stream Agreements in Item 1—Condensed Consolidated Interim Financial Statements and Notes (unaudited) for additional information.

17.

Net Income (Loss) per Common Share

Basic net income or loss per common share is calculated based on the weighted average number of shares of common stock outstanding for the period. Diluted earnings or loss per common share are calculated based on the assumption that stock options and other dilutive securities outstanding, which have an exercise price less than the average market price of the Company’s common stock during the period, would have been exercised on the later of the beginning of the period or the date granted and that the funds obtained from the exercise were used to purchase common stock at the average market price during the period. Dilutive potential common shares include stock options, RSUs, and warrants. Since PSUs and DSUs are expected to be settled in cash, they are not included in the dilutive calculation.

The effect of the Company’s dilutive securities is calculated using the treasury stock method, and only those instruments that result in a reduction in net income per common share are included in the calculation. Options to purchase 0.8 million shares of common stock at a weighted average exercise price of $3.05 were outstanding as of March 31, 2026, but were not included in the computation of diluted weighted average common shares outstanding, as the exercise price of the options exceeded the average price of the Company’s common stock during the reporting period, and therefore are antidilutive. Options to purchase 0.8 million shares of common stock at a weighted average exercise price of $2.99 were outstanding as of March 31, 2025 but had no dilutive effect due to the net loss for the period. Additionally, the exercise price of the options exceeded the average price of the Company’s common stock during this period, and therefore those options are considered to be anti-dilutive.

Basic and diluted net income per common share is calculated as follows:


		For the three months ended March 31,
		2026			2025
Numerator:
Net income (loss) (in thousands)		$	4,739		$	(8,319)

Denominator:
Basic weighted average shares of common stock outstanding			161,863,094			112,442,135
Dilutive effect of share-based awards
RSUs			1,075,292			—
Warrants			777,778			—
Diluted weighted average common shares outstanding			163,716,164			112,442,135

Basic and diluted net income (loss) per common share		$	0.03		$	(0.07)

Gold Resource Corporation—Condensed Consolidated Interim Financial Statements and Notes (Unaudited)
20

18.

Fair Value Measurement

Fair value accounting establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below:

Level 1 Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;

Level 2 Quoted prices in markets that are not active or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; and

Level 3 Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).

As required by accounting guidance, assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. These assets and liabilities are remeasured for each reporting period. The following tables set forth certain of the Company’s assets and liabilities measured at fair value by level within the fair value hierarchy as of March 31, 2026 and December 31, 2025:

		As of			As of
		March 31,			December 31,
		2026			2025			Input Hierarchy Level
		(in thousands)
Cash equivalents		$	19,163		$	22,141		Level 1
Accounts receivable, net		$	15,060		$	13,253		Level 2

The following methods and assumptions were used to estimate the fair value of each class of financial instrument:

Cash equivalents: Cash equivalents primarily consist of a sweep account into money market funds, which are held at cost, which approximates fair value.

Accounts receivable, net: Accounts receivable, net include amounts due to the Company for deliveries of concentrates and doré sold to customers. Concentrate sales contracts provide for provisional pricing as specified in such contracts. These sales contain an embedded derivative related to the provisional pricing mechanism which is bifurcated and accounted for as a derivative. At the end of each reporting period, the Company records an adjustment to sales to reflect the mark-to-market of outstanding provisional invoices based on the forward price curve. Because these provisionally priced sales have not yet settled as of the reporting date, the mark-to-market adjustment related to these invoices is included in accounts receivable as of each reporting date. At March 31, 2026 and December 31, 2025, the Company had an unrealized gain of $3.5 million and an unrealized gain of $5.9 million, respectively, included in its accounts receivable on the accompanying Condensed Consolidated Interim Balance Sheets related to mark-to-market adjustments on the embedded derivatives. Please see Note 13—Derivatives in Item 1—Condensed Consolidated Interim Financial Statements and Notes (unaudited) for additional information.

Gains and losses related to changes in the fair value of embedded derivatives were included in the Condensed Consolidated Interim Statements of Operations, as shown in the following table (in thousands):


				For the three months ended March 31,						Statements of Operations
		Note		2026			2025			Classification
Realized and unrealized derivative gain, net		13		$	2,832		$	102		Sales, net

Gold Resource Corporation—Condensed Consolidated Interim Financial Statements and Notes (Unaudited)
21

Realized/Unrealized Derivatives

The following tables summarize the Company’s realized/unrealized derivatives for the periods presented (in thousands):


		Gold			Silver			Copper			Lead			Zinc			Total
For the three months ended March 31, 2026
Realized gain		$	410		$	4,740		$	24		$	—		$	12		$	5,186
Unrealized (loss) gain			(41)			(2,283)			(22)			(13)			5			(2,354)
Total realized/unrealized derivatives, net		$	369		$	2,457		$	2		$	(13)		$	17		$	2,832


		Gold			Silver			Copper			Lead			Zinc			Total
For the three months ended March 31, 2025
Realized gain (loss)		$	53		$	43		$	9		$	—		$	(81)		$	24
Unrealized gain (loss)			24			66			6			4			(22)			78
Total realized/unrealized derivatives, net		$	77		$	109		$	15		$	4		$	(103)		$	102

19. Supplementary Cash Flow Information

Other operating adjustments, net within net cash provided by operating activities on the Condensed Consolidated Interim Statements of Cash Flows for the three months ended March 31, 2026 and 2025 consisted of the following:


		For the three months ended March 31,
		2026			2025
		(in thousands)
Unrealized gain on gold and silver rounds		$	(14)		$	(21)
Unrealized foreign currency exchange (gain) loss			(189)			49
Decrease in reserve for inventory			(185)			—
Other, net			175			136
Total other operatingadjustments, net		$	(213)		$	164

20.

Segment Reporting

The Company has organized its operations into two operating segments: Oaxaca, Mexico, and Michigan, U.S.A. Oaxaca, Mexico represents the Company’s only operating segment with a production stage property that produces gold and silver doré and copper, lead, and zinc concentrates that also contain gold and silver. Michigan, U.S.A. is an advanced exploration stage property with no current metal production. Intercompany revenue and expense amounts have been eliminated within each segment in order to report the net income (loss) before income taxes on the basis that the chief operating decision maker (“CODM”) uses internally for evaluating segment performance. The Company’s business activities that are not considered distinct segments are included in the reconciliation under the title Corporate and Other.

The Company’s operating segments reflect the way in which internally reported financial information is used to make decisions and allocate resources. The Chief Executive Officer, who is considered to be the CODM, reviews financial information presented on both a consolidated and an operating segment basis for purposes of making decisions and assessing financial performance. Net income or loss before income taxes is the measure of segment profit or loss that is regularly reviewed and is most consistent with the measurement principles used in the consolidated financial statements. The significant expenses reviewed by the CODM are production costs, depreciation and amortization, reclamation and remediation, exploration expense, and other expense, net. The CODM uses this information to assess current and/or future performance expectations, and the result of this assessment may be a reallocation of financial and/or non-financial resources among the reportable segments.

Gold Resource Corporation—Condensed Consolidated Interim Financial Statements and Notes (Unaudited)
22

The following table shows selected information from the Condensed Consolidated Interim Statements of Operations relating to the Company’s segments (in thousands):


								Total
		Oaxaca,			Michigan,			Reportable			Corporate
		Mexico			USA			Segments			and Other			Total
For the three months ended March 31, 2026
Sales, net		$	43,943		$	—		$	43,943		$	—		$	43,943
Production costs			20,636			—			20,636			—			20,636
Depreciation and amortization			4,004			23			4,027			—			4,027
Reclamation and remediation			235			—			235			—			235
Exploration expense			1,230			209			1,439			—			1,439
G&A expenses, including Stock-based compensation			—			—			—			2,618			2,618
Other expense, net ⁽¹⁾			(207)			4,607			4,400			1,137			5,537
Income (loss) before income taxes		$	18,045		$	(4,839)		$	13,206		$	(3,755)		$	9,451
Total assets as of March 31, 2026		$	87,223		$	89,363		$	176,586		$	19,838		$	196,424
Expenditures for long-lived assets		$	8,621		$	—		$	8,621		$	—		$	8,621


								Total
		Oaxaca,			Michigan,			Reportable			Corporate
		Mexico			USA			Segments			and Other			Total
For the three months ended March 31, 2025
Sales, net		$	12,354		$	—		$	12,354		$	—		$	12,354
Production costs			10,708			—			10,708			—			10,708
Depreciation and amortization			2,673			26			2,699			5			2,704
Reclamation and remediation			394			—			394			—			394
Exploration expense			281			204			485			—			485
G&A expenses, including Stock-based compensation			—			—			—			1,544			1,544
Other expense, net ⁽¹⁾			246			4,096			4,342			(31)			4,311
Loss before income taxes		$	(1,948)			(4,326)		$	(6,274)		$	(1,518)		$	(7,792)
Total assets as of March 31, 2025		$	55,527		$	89,504		$	145,031		$	2,625		$	147,656
Expenditures for long-lived assets		$	1,821		$	—		$	1,821		$	—		$	1,821

(1)

Please see Note 16 —Other Expense, net in Item 1—Condensed Consolidated Interim Financial Statements and Notes (unaudited) for additional information.

Gold Resource Corporation—Condensed Consolidated Interim Financial Statements and Notes (Unaudited)
23

SCHEDULE “B”

GOLD RESOURCE AUDITED ANNUAL FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

[Please see attached]

ITEM 8.FINANCIAL STATEMENTS

Indexto Financial Statements:

Page


Report of Independent Registered Public Accounting Firm (BDO USA, P.C.; Spokane, Washington; PCAOB ID#243)	68
Consolidated Balance Sheets at December 31, 2025 and 2024	70
Consolidated Statements of Operations for the years ended December 31, 2025 and 2024	71
Consolidated Statements of Changes in Shareholders’ Equity for the years ended December 31, 2025 and 2024	72
Consolidated Statements of Cash Flows for the years ended December 31, 2025 and 2024	73
Notes to Consolidated Financial Statements	74

Gold Resource Corporation—Audited Consolidated Financial Statements and Notes

Report of Independent Registered Public Accounting Firm

Shareholders and Board of Directors Gold Resource Corporation

Denver, Colorado

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Gold Resource Corporation (the “Company”) as of December 31, 2025 and 2024, the related consolidated statements of operations, changes in shareholders’ equity, and cash flows for each of the years then ended, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2025 and 2024, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Revenue Recognition – Concentrate sales

As described in Notes 1 and 4 to the consolidated financial statements, the Company recognized $92.0 million of revenue from concentrate sales, $0.6 million and $5.9 million of realized and unrealized gains, respectively, on embedded derivatives for the year ended December 31, 2025. Concentrate sales are initially recorded based on provisional sales prices, net of treatment and refining changes, at the time of delivery to the customer, at which point the performance obligations are satisfied and control of the product is transferred to the customer. Adjustments to the provisional sales prices are made to take into account the mark-to-market changes based on the forward prices of metal until final settlement

Gold Resource Corporation—Audited Consolidated Financial Statements and Notes

occurs. The changes in price between the provisional sales price and final sale prices are considered an embedded derivative that is required to be separated from the host contract for accounting purposes. The embedded derivative is adjusted to market through revenue each period prior to final settlement.

We identified revenue recognition of concentrate sales as a critical audit matter. The principal consideration for our determination is the judgment in estimating the value of consideration for concentrate sales, specifically the changes in metals prices between the time of delivery and final settlement. Auditing this judgment and estimate involved especially challenging and subjective auditor judgment due to the nature and extent of audit effort required to address the matter, including the need to involve personnel with specialized knowledge and skills.

The primary procedures we performed to address this critical audit matter included:

●

Testing the design and operating effectiveness of the Company’s internal controls over revenue recognition of concentrate sales.

●

Utilizing personnel with specialized skill and knowledge in valuation to obtain published forward metals pricing.

●

Assessing the reasonableness of management’s estimate for changes in metal prices between the time of delivery and final settlement with the customer by comparing it to the published forward metals pricing for the contracted quotational period of the customer contract.

/s/ BDO USA, P.C.

We have served as the Company's auditor since 2022. Spokane, Washington

March 18, 2026

Gold Resource Corporation—Audited Consolidated Financial Statements and Notes

GOLD RESOURCECORPORATION CONSOLIDATED BALANCESHEETS

(U.S. dollars in thousands, except share and per share amounts)


		As of		As of
		December 31,		December 31,
	Note	2025		2024
ASSETS
Current assets:
Cash and cash equivalents		$	25,011	$	1,628
Accounts receivable, net			13,253		2,184
Inventories, net	5		8,234		6,940
Prepaid expenses and other current assets	7		2,784		5,828
Total current assets			49,282		16,580
Property, plant, and mine development, net	8		134,656		128,389
Other non-current assets	9		124		905
Total assets		$	184,062	$	145,874
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable		$	7,360	$	11,258
Miningroyalty taxes payable, net			2,860		195
Accrued expenses and other current liabilities	10		7,043		3,031
Total current liabilities			17,263		14,484
Reclamation and remediation liabilities	12		10,184		10,669
Gold and silver stream agreements liability	11		90,930		74,432
Deferred tax liabilities, net	6		15,527		14,041
Contingent consideration	14		3,554		3,389
Other non-current liabilities	10		2,575		1,576
Total liabilities			140,033		118,591

Commitments and contingencies	14

Shareholders’ equity:
Common stock - $0.001 par value, 200,000,000 shares authorized:
161,767,412 and 95,324,949 shares outstandingat December 31, 2025 and December 31,
2024, respectively			162		96
Additional paid-in capital			138,458		115,319
Accumulated deficit			(87,536)		(81,077)
Treasury stock at cost, 336,398 shares			(5,884)		(5,884)
Accumulated other comprehensive loss			(1,171)		(1,171)
Total shareholders’ equity			44,029		27,283
Total liabilities and shareholders’ equity		$	184,062	$	145,874

The accompanying notes are an integral part of these consolidated financial statements.

Gold Resource Corporation—Audited Consolidated Financial Statements and Notes

GOLD RESOURCECORPORATION CONSOLIDATED STATEMENTS OF OPERATIONS

for the years ended December 31, 2025 and 2024

(U.S. dollars in thousands, except share and per share amounts)


		For the year ended
		December 31,
	Note	2025		2024

Sales, net	4	$	99,759	$	65,726
Cost of sales:
Production costs			60,283		65,552
Depreciation and amortization			11,197		18,120
Reclamation and remediation			1,499		2,545
Total cost of sales			72,979		86,217
Mine gross profit (loss)			26,780		(20,491)
Costs and expenses:
General and administrative expenses			4,258		4,283
Mexico exploration expenses			1,857		1,959
Michigan Back Forty Project expenses			793		378
Stock-based compensation	18		1,147		677
Other expense, net	19		21,775		19,452
Total costs and expenses			29,830		26,749
Loss before income taxes			(3,050)		(47,240)
Income taxprovision	6		3,409		9,261
Net loss		$	(6,459)	$	(56,501)
Net loss per common share:
Basic and diluted loss per common share	20	$	(0.05)	$	(0.61)

Weighted average shares outstanding:
Basic and diluted	20		137,319,804		91,949,110

The accompanying notes are an integral part of these consolidated financial statements.

Gold Resource Corporation—Audited Consolidated Financial Statements and Notes

GOLD RESOURCECORPORATION

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

for the years ended December 31, 2025 and 2024 (U.S. dollars in thousands, except share amounts)


				Par												Accumulated
		Number of		Value of												Other			Total
		Common		Common			Additional Paid-			Accumulated			Treasury			Comprehensive			Shareholders’
		Shares		Shares			in Capital			Deficit			Stock			Loss			Equity
Balance, December 31, 2023		89,030,436		$	89		$	111,970		$	(24,576)		$	(5,884)		$	(1,171)		$	80,428
Stock-based compensation		—			—			647			—			—			—			647
Common stock issued for vested restricted stock units		196,991			—			—			—			—			—			—
Issuance of common stock, net of issuance costs ⁽¹⁾		6,510,914			7			2,733			—			—			—			2,740
Surrender of common stock for taxes due on vesting		(76,994)			—			(31)			—			—			—			(31)
Net loss		—			—			—			(56,501)			—			—			(56,501)
Balance, December 31, 2024		95,661,347		$	96		$	115,319		$	(81,077)		$	(5,884)		$	(1,171)		$	27,283
Stock-based compensation		—			—			344			—			—			—			344
Common stock issued for vested restricted stock units		504,810			—			—			—			—			—			—
Issuance of common stock, net of issuance costs ⁽¹⁾		25,139,655			25			8,615			—			—			—			8,640
Surrender of common stock for taxes due on net settlement		(284,529)			—			(93)			—			—			—			(93)
Equity settlement of PSUs and DSUs ⁽²⁾		141,573			—			42			—			—			—			42
Registered Direct Offering ⁽¹⁾		26,736,108			27			7,468			—			—			—			7,495
Issuance of equity to settle the loan ⁽¹⁾		14,204,846			14			6,378			—			—			—			6,392
Warrants		—			—			385			—			—			—			385
Net loss		—			—			—			(6,459)			—			—			(6,459)
Balance, December 31, 2025		162,103,810		$	162		$	138,458		$	(87,536)		$	(5,884)		$	(1,171)		$	44,029

(1)

Please also see Note—15 Shareholder’s Equity for additional information.

(2)

Please also see Note—18 Stock-Based Compensation for additional information.

The accompanying notes are an integral part of these consolidated financial statements.

Gold Resource Corporation—Audited Consolidated Financial Statements and Notes

GOLD RESOURCECORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS

for the years ended December 31, 2025 and 2024 (U.S. dollars in thousands)


				For the year ended December 31,
		Note		2025			2024
Cash flows from operating activities:
Net loss				$	(6,459)		$	(56,501)
Adjustments to reconcile net loss to net cash provided by (used in) operatingactivities:
Deferred income taxexpense					1,408			9,131
Depreciation and amortization					12,202			19,877
Stock-based compensation					1,147			677
Interest on streaming liabilities					16,498			13,245
Other operatingadjustments, net		22			3,363			6,245
Changes in operatingassets and liabilities:
Accounts receivable					(11,069)			2,151
Inventories					(1,486)			1,822
Prepaid expenses and other current assets					(563)			(470)
Other non-current assets					319			42
Accounts payable and other accrued liabilities					(271)			3,815
Cash settled liability awards					(33)			(67)
Miningroyalty and income taxes payable, net					6,648			(594)
Net cash provided by (used in) operatingactivities					21,704			(627)
Cash flows from investing activities:
Capital expenditures					(21,060)			(7,621)
Proceeds from the sale of investments					854			1,178
Net cash used in investing activities					(20,206)			(6,443)
Cash flows from financing activities:
Net proceeds from note payable		13			6,114			-
Proceeds from ATM Program sales, net of issuance costs					8,640			2,740
Net proceeds from the Registered Direct Offerings					7,495			-
Other financing activities					(138)			(33)
Net cash provided by financing activities					22,111			2,707
Effect of exchange rate changes on cash and cash equivalents					(226)			(263)

Net increase (decrease) in cash and cash equivalents					23,383			(4,626)
Cash and cash equivalents at beginning of period					1,628			6,254
Cash and cash equivalents at end of period				$	25,011		$	1,628

Supplemental Cash Flow Information
Income and miningtaxes (refunded) paid				$	(4,134)		$	1,104
Non-cash investing or financing activities:
Value of common shares issued for share-based compensation redemption				$	161		$	49
Value of common shares issued to extinguish term loan				$	6,397		$	-
Balance of capital expenditures in accounts payable				$	1,012		$	495
Balance of equipment financing				$	500		$	744
Change in estimate for asset retirement costs				$	(2,634)		$	512

The accompanying notes are an integral part of these consolidated financial statements.

Gold Resource Corporation

GOLD RESOURCECORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2025 and 2024

Nature of Operations and Summary of Significant Accounting Policies

Nature of Operations

Gold Resource Corporation (the “Company”) was organized under the laws of the State of Colorado on August 24, 1998. The Company is a producer of doré containing gold and silver and metal concentrates that contain gold, silver, copper, lead, and zinc in Oaxaca, Mexico. The Company also has 100% interest in the Back Forty Project, an advanced Exploration Stage Property, located in Menominee County, Michigan, USA.

Recent Developments

On January 26, 2026, the Company announced that it has entered into a definitive arrangement agreement and plan of merger with Goldgroup Mining Inc., whereby Goldgroup has agreed to acquire all of the issued and outstanding shares of the Company’s common stock. For additional information, please see Item 1. Business—Recent Developments and Item 8. Financial Statements—Note 24. Subsequent Events.

Significant Accounting Policies

Basis of Presentation

The Consolidated Financial Statements included herein are expressed in United States dollars and conform to accounting principles generally accepted in the United States of America (“U.S. GAAP”). The Consolidated Financial Statements include the accounts of the Company, its Mexican subsidiary, Don David Gold Mexico S.A. de C.V., and Aquila Resources Inc (“Aquila”) and its subsidiaries. Intercompany accounts and transactions have been eliminated in consolidation.

Segment Reporting

The Company has two reporting segments, based on geographic regions. Oaxaca, Mexico represents the Company’s only operating segment with a production stage property. The Company’s other reporting segment is Michigan, U.S.A., with an advanced exploration stage property. The Company’s business activities that are not considered production stage or advanced exploration stage properties are included in Corporate and Other. Please see Item 8. Financial Statements—Note 23. Segment Reporting below for additional information.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. The more significant areas requiring the use of management estimates and assumptions relate to Mineral Resources and Mineral Reserves that are the basis for future cash flow estimates utilized in impairment calculations and units-of-production depreciation calculations; future ore grades, throughput, and recoveries; future metal prices; future capital and operating costs; environmental remediation, reclamation and closure obligations; the Back Forty Project Gold and Silver Stream Agreements with Osisko Bermuda Limited (“Osisko”); contingent consideration liabilities; permitting and other regulatory considerations; asset impairments; the valuation of the Company’s investments in equity securities; future foreign exchange rates, inflation rates, and applicable tax rates; and deferred tax asset valuation and allowances. Management routinely makes judgments and estimates about the effects of matters that are inherently uncertain and bases its estimates

Gold Resource Corporation

and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances. Actual results could differ from these estimates.

Cash and Cash Equivalents

Cash and cash equivalents consist of all cash balances and highly liquid investments with a remaining maturity of three months or less when purchased. Cash held in Mexican pesos or Canadian dollars is converted to U.S. dollars at the closing exchange rate at year end.

Accounts Receivable, net

Accounts receivable consists of trade receivables, which are recorded net of allowance for credit losses from the sale of doré and metals concentrates, as well as net of an embedded derivative based on mark-to-market adjustments for outstanding provisional invoices based on forward metal prices. Please see Item 8. Financial Statements—Note 16. Derivatives and Item 8. Financial Statements—Note 21. Fair Value Measurement for additional information related to the embedded derivative. As of both December 31, 2025 and 2024, the allowance for credit losses was nil.

Inventories

The major inventory categories are set forth below:

Stockpile Inventories: Stockpile inventories represent ore that has been mined and is available for further processing. Stockpiles are measured by estimating the number of tonnes added and removed from the stockpile, an estimate of the contained metals (based on assay data), and the estimated metallurgical recovery rates. Costs are allocated to stockpiles based on relative values of material stockpiled and processed using current mining costs incurred, including applicable overhead, depreciation, and amortization relating to mining operations. Material is removed at each stockpile’s average cost per tonne. Stockpiles are carried at the lower of average cost or net realizable value. Net realizable value represents the estimated future sales price of the product based on current and long-term metals prices, less the estimated costs to complete production and to bring the product to sale.

Concentrate Inventories: Concentrate inventories include metal concentrates located either at the Company’s facilities or in transit to its customer’s port. Inventories consist of copper, lead, and zinc metal concentrates, which also contain gold and silver mineralization. Concentrate inventories are carried at the lower of cost of production or net realizable value based on current metals prices.

Doré Inventory: Doré includes gold and silver doré bars held at the Company’s facility. Doré inventories are carried at the lower of cost of production or net realizable value based on current metals prices.

Materials and Supplies Inventories: Materials and supplies inventories consist of chemical reagents, parts, fuels, and other materials and supplies. Cost includes applicable taxes and freight. Materials and supplies inventory is carried at the lower of average cost or net realizable value.

Write-downs of inventory, when needed, are charged to production costs on the Consolidated Statements of Operations. Property, Plant, and Mine Development

Land and Mineral Interests: The costs of acquiring land, mineral rights, and mineral interests are considered tangible assets. Administrative and holding costs to maintain an exploration property are expensed as incurred. If a mineable mineral deposit is discovered, such capitalized costs are amortized when production begins using the units of production (“UOP”) method. If no mineable mineral deposit is discovered, or such rights are otherwise determined to have diminished value, costs are expensed in the period in which this determination is made.

Gold Resource Corporation

Mine Development: This includes the cost of engineering and metallurgical studies; drilling and other related costs to delineate an ore body; and the cost of building access ways, shafts, lateral access, drifts, ramps, and other infrastructure. Costs incurred before mineralization is classified as Mineral Resources are expensed and classified as exploration expenses. Capitalization of mine development project costs that meet the definition of an asset begins once mineralization is classified as Mineral Resources.

Drilling costs incurred during the production phase for operational ore control are recorded as mine development and amortized using UOP. All other drilling and related costs are expensed as incurred.

Mine development costs are amortized using the UOP method based on estimated recoverable ounces in Mineral Reserves.

Property and Equipment: All items of property and equipment are carried at cost. Normal maintenance and repairs are expensed as incurred, while expenditures for major maintenance and improvements are capitalized. Gains or losses on disposition are recognized in other expense, net.

Construction in Progress: Expenditures for new facilities or equipment are capitalized and recorded at cost. Once completed and ready for its intended use, the asset is transferred to property and equipment to be depreciated or amortized.

Depreciation and Amortization: Capitalized costs are depreciated or amortized using the straight-line or UOP method at rates sufficient to depreciate such costs over the shorter of estimated productive lives of such assets or the useful life of the individual assets. The estimates for Mineral Reserves are a key component in determining the UOP depreciation rates. The estimates of Mineral Reserves may change, possibly in the near term, resulting in significant changes to depreciation and amortization rates in future reporting periods. The following are the estimated economic lives of depreciable assets:


		Range of Lives
Asset retirement costs		UOP
Furniture, computer and office equipment		3 to 10 years
Light vehicles and other mobile equipment		4 years
Machinery and equipment		UOP to 8 years
Mill facilities and related infrastructure		UOP to 4 years
Mine development and mineral interests		UOP
Buildings and infrastructure		UOP to 15 years

Impairment of Long-Lived Assets

The Company evaluates its long-lived assets for impairment when events or changes in circumstances indicate that the related carrying amounts may not be recoverable. Asset impairment is considered to exist if the total estimated future cash flows on an undiscounted basis are less than the carrying amount of the asset. If an impairment is indicated, a determination is made whether an impairment has occurred. Impairment losses are measured either 1) as the excess of carrying value over the total discounted estimated future cash flows, or 2) as the excess of carrying value over the fair value, using the expected fair value technique in the absence of an observable market price. Losses are charged to expense on the Company’s Consolidated Statements of Operations. In estimating future cash flows, assets are grouped at the lowest level for which there are identifiable cash flows that are largely independent of future cash flows from other asset groups.

Existing Mineral Resources and Mineral Reserves are included when estimating the fair value in determining whether the assets are impaired. The Company’s estimates of future cash flows are based on numerous assumptions, including expected gold and other commodity prices, production levels and costs, processing recoveries, capital requirements, and estimated salvage values. It is possible that actual future cash flows will be significantly different from the estimates, as actual future quantities of recoverable minerals, gold and other commodity prices, production levels and costs, and capital requirements are each subject to significant risks and uncertainties.

Gold Resource Corporation

Fair Value of Financial Instruments

The recorded amounts of cash and cash equivalents, receivables from provisional concentrate sales, and accounts payable approximate fair value because of the short maturity of those instruments. The Company elected the fair value measurement option as the measurement basis for the equity investment in the common shares of Green Light Metals. This investment was sold in 2025.

Treasury Stock

Treasury stock represents shares of the Company’s common stock which have been repurchased on the open market at the prevailing market price at the time of purchase and have not been canceled. Treasury stock is shown at cost as a separate component of shareholders’ equity.

Revenue Recognition

The Company recognizes revenue from doré and concentrate sales.

Doré sales: Doré sales are recognized upon the satisfaction of performance obligations, which occurs upon delivery of doré and when the price and quantity are agreed with the customer. Doré sales are recorded using quoted metal prices, net of refining charges.

Concentrate sales: Concentrate sales are initially recorded based on 100% of the provisional sales prices, net of treatment and refining charges, at the time of delivery to the customer, at which point the performance obligations are satisfied and control of the product is transferred to the customer. Adjustments to the provisional sales prices are made to take into account the mark-to-market changes based on the forward prices of metals until final settlement occurs. The changes in price between the provisional sales price and final sales price are considered an embedded derivative that is required to be separated from the host contract for accounting purposes. The host contract is the receivable from the sale of the concentrates at the quoted metal prices at the time of delivery. The embedded derivative, which does not qualify for hedge accounting, is adjusted to market through revenue each period prior to final settlement. Market changes in the prices of metals between the delivery and final settlement dates will result in adjustments to revenues related to previously recorded sales of concentrate. Sales are recorded net of charges for treatment, refining, smelting losses, and other charges negotiated with the buyer. These charges are estimated upon delivery of concentrates based on contractual terms and adjusted to reflect actual charges at final settlement, which normally occurs within three months. Historically, actual charges have not varied materially from the Company’s initial estimates.

Production Costs

Production costs include labor and benefits, royalties, concentrate and doré shipping costs, mining costs, fuel and lubricants, legal and professional fees related to mine operations, stock-based compensation attributable to mine workers, materials and supplies, repairs and maintenance, explosives, site support, housing and food, insurance, reagents, travel, medical services, security equipment, office rent, tools, and other costs that support mining operations.

Exploration Costs

Exploration costs are charged to expense as incurred. Costs to identify new Mineral Resources and to evaluate potential Mineral Resources are considered exploration costs. Exploration activities conducted within the defined Mineral Resources are capitalized.

Stock-Based Compensation

The Company accounts for stock-based compensation under the fair value recognition and measurement provisions of U.S. GAAP. Those provisions require all stock-based payments, including grants of stock options, restricted stock units (“RSUs”), performance share units (“PSUs”), and deferred share units (“DSUs”) to be measured based on the grant date

Gold Resource Corporation

fair value of the awards, with the resulting expense generally recognized on a straight-line basis in the Consolidated Statements of Operations over the period during which services are performed in exchange for the award. The majority of the awards are earned over a service period of three years. DSUs are earned immediately at grant and are expected to be paid out in cash in the future. PSUs and DSUs are considered liability instruments and marked-to-market each reporting period. The Company’s estimates may be impacted by certain variables including, but not limited to, stock price volatility, employee stock option exercise behaviors, additional stock option grants, and estimates of forfeitures.

Reclamation and Remediation Costs

Reclamation costs are allocated to expense over the life of the related assets and are periodically adjusted to reflect changes in the estimated present value resulting from the passage of time and revisions to the estimates of either the timing or amount of the reclamation and remediation costs. Reclamation obligations are based in part on when the spending for an existing environmental disturbance will occur. The Company reviews the reclamation obligation at least on an annual basis.

In 2014, the Company became a production stage company and therefore, started capitalizing asset retirement costs along with the asset retirement obligation. Please see Item 8. Financial Statements—Note 12. Reclamation and Remediation for additional information.

Accounting for reclamation and remediation obligations requires management to make estimates unique to each mining operation of the future costs expected to be incurred to complete the reclamation and remediation work required to comply with existing laws and regulations. Actual costs incurred in future periods could differ from the amounts estimated. Additionally, future changes to environmental laws and regulations could increase the extent of reclamation and remediation work required. Any such increases in future costs could materially impact the amounts charged to operations for reclamation and remediation.

Accumulated Other Comprehensive Loss

Accumulated other comprehensive loss is presented in the Consolidated Statements of Changes in Shareholders’ Equity. Accumulated other comprehensive loss is composed of foreign currency translation adjustment effects related to the historical adjustment when the functional currency was the Mexican peso for the Mexico subsidiary. This loss will remain on the Consolidated Balance Sheets until the sale or dissolution of the Mexico subsidiary.

Income and Mining Royalty Taxes

Income and Mining Royalty Taxes are computed using the asset and liability method. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial and tax reporting purposes and the effect of net operating loss and foreign tax credit carryforwards using enacted tax rates in effect in the years in which the differences are expected to reverse. Deferred taxassets and liabilities are evaluated to determine if it is more likely than not that they will be realized. Deferred tax liabilities and deferred tax assets attributable to different tax-paying components of the entity or to different tax jurisdictions are not netted against each other. Please see Item 8. Financial Statements—Note 6. Income Taxes for additional information.

Net Loss Per Share

Basic loss per share is calculated based on the weighted average number of common shares outstanding for the period. Diluted loss per share reflects the dilution that could occur if potentially dilutive securities, as determined using the treasury stock method, are converted into common stock. Potentially dilutive securities are excluded from the calculation when their inclusion would be anti-dilutive, such as periods when a net loss is reported or when the exercise price of the instrument exceeds the average fair market value of the underlying common stock.

Foreign Currency

The functional currency for all of the Company’s subsidiaries is the United States dollar (“U.S. dollar”).

Gold Resource Corporation

Concentration of Credit Risk

The Company has considered and assessed the credit risk resulting from its concentrate sales and doré sales arrangements with its customers. In the event that the Company’s relationships with its customers are interrupted for any reason, the Company believes that it would be able to locate another entity to purchase its metals concentrates and doré bars; however, any interruption could temporarily disrupt the Company’s sale of its products and materially adversely affect operating results.

Currently 100% of the Company’s total net sales from operations are coming from the Arista and Alta Gracia Mines at DDGM, the Company’s Oaxaca, Mexico business segment. Sales revenues from significant customers as a percentage of sales for the years ended December 31, 2025 and 2024 were the following:


	For the year ended December 31,
	2025		2024
Customer A	87	%	19	%
Customer B	12	%	48	%
Customer C	—	%	24	%

The following table shows accounts receivable from significant customers as a percentage of total accounts receivable as of December 31, 2025 and 2024:


	As of		As of
	December 31,		December 31,
	2025		2024
Customer A	100	%	28	%
Customer B	—	%	48	%
Customer C	—	%	24	%

Some of the Company’s operating cash balances are maintained in accounts that currently exceed federally insured limits. The Company believes that the financial strength of the depositing institutions mitigates the underlying risk of loss. To date, these concentrations of credit risk have not had a significant impact on the Company’s financial position or results of operations.

Streaming Liabilities

The Company presented the Back Forty Project gold and silver streaming liabilities initially at fair value and subsequently accreting it using a fixed market rate of interest, which is reviewed quarterly if there are any contractual amendments relating to the Osisko Stream Agreements. The interest rate is the Company’s estimated incremental borrowing rate and considers company specific factors, such as the probability for obtaining necessary permits and the completion of the mine facilities. Interest expense is recorded to the Consolidated Statements of Operations in other expense, net, and the accretion in the gold and silver stream agreements liability recorded on the Consolidated Balance Sheets.

Gold Resource Corporation

New Accounting Pronouncements

Recently adopted accounting pronouncements

The FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvement to Income Tax Disclosures in December 2023, amending income tax disclosure requirements for the effective tax rate reconciliation and income taxes paid. The amendments in ASU 2023-09 are effective for fiscal years beginning after December 15, 2024, and are applied prospectively with retrospective application permitted. The Company has retrospectively adopted the income tax disclosures required under this amendment in the year ended December 31, 2025 financial statements.

Recently issued Accounting Standards Updates to become effective in future periods

Liquidity

The Company evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date on which these financial statements are issued. The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. Based on the Company’s current business plan, expectations, and assumptions considering current macroeconomic conditions, as well as based on the Company’s current forecasts, the Company believes that its existing cash and cash equivalents and cash flows from operations will be sufficient to meet its anticipated operating cash needs for at least the next twelve months from the issuance date of these financial statements.

To improve its cash position, during the year ended December 31, 2025, the Company raised $2.5 million through a registered direct offering in January 2025. In February 2025, the Company sold its interest in Green Light Metals for $0.9 million in proceeds. On May 7, 2025, the Company received a tax refund of 79.6 million pesos (approximately $4.0 million) related to DDGM taxes paid in 2023. In September 2025, the Company closed on a second registered direct offering of $11.4 million for the sale of 25,315,954 shares of the Company’s common stock at a price of $0.45 per share. The Company issued 14,204,846 of these shares, for the fair value of approximately $6.4 million, to fully pay off the term loan received in June 2025 as a non-cash equity settlement. Please see Item 8. Financial Statements—Note 13. Loan Payable for additional information. During 2025, the Company raised approximately $8.6 million through its ATM Program, after deducting the agent’s commissions and other expenses. In connection with the loan agreement described in Item 8. Financial Statements—Note 13. Loan Payable, the Company has issued a common stock purchase warrant to an affiliate of one of the private investors for the purchase of up to 1,500,000 shares of the Company’s common stock at an exercise price per share of $0.65, the aggregate exercise proceeds of which may provide additional funds for the Company.

Gold Resource Corporation

Revenue

The Company derives its revenue from the sale of doré and concentrates. The following table presents the Company’s net sales disaggregated by source:


	For the year ended December 31,
	2025		2024
	(in thousands)
Doré sales, net
Gold	$	1,213	$	24
Silver		54		1
Less: Refiningcharges		(10)		(6)
Total doré sales, net		1,257		19
Concentrate sales
Gold		16,600		19,750
Silver		66,008		23,145
Copper		2,436		5,827
Lead		1,977		4,402
Zinc		8,360		17,313
Less: Treatment and refining charges		(3,382)		(5,700)
Total concentrate sales, net		91,999		64,737
Realized gain - embedded derivative, net ⁽¹⁾		602		1,231
Unrealized gain (loss) - embedded derivative, net		5,901		(261)
Total sales, net	$	99,759	$	65,726

(1) Copper, lead, and zinc are co-products. In the realized gain - embedded derivative, net, there are $0.1 million loss and $0.4 million gain, respectively, related to these co-products for the years ended December 31, 2025 and 2024.

Inventories, net

At December 31, 2025 and 2024, inventories consisted of the following:


	As of		As of
	December 31,		December 31,
	2025		2024
	(in thousands)
Stockpiles - underground mine	$	491	$	73
Concentrates		2,301		902
Doré, net		—		169
Subtotal - product inventories		2,792		1,144
Materials and supplies ⁽¹⁾		5,442		5,796
Total	$	8,234	$	6,940

(1) Net of reserve for obsolescence of $1.1 million and $0.7 million as of December 31, 2025 and 2024, respectively.

Gold Resource Corporation

Income Taxes

The Company accounts for income taxes in accordance with the provisions of ASC 740, “Income Taxes” (“ASC 740”) on a tax jurisdictional basis.

For financial reporting purposes, total loss before income taxes includes the following components:


	Years Ended December 31,
	2025		2024

	(in thousands)
U.S. operations	$	(6,889)	$	(8,257)
Foreign operations
Mexico		21,366		(38,983)
Canada		(17,527)		—
Total loss before income taxes	$	(3,050)	$	(47,240)

The Company’s total income taxprovision consists of the following:


	Years ended December 31,
	2025		2024

	(in thousands)
Current taxes:
U.S. Federal income tax	$	(7)	$	—
U. S. State income tax		52		—
Foreign
Mexico income and miningtaxes		1,964		67
Canada income tax		(8)		71
Total current taxes	$	2,001	$	138

Deferred taxes:
U.S. Federal income tax	$	(603)	$	(663)
Foreign
Mexico income and miningtaxes		2,011		9,786
Total deferred taxprovision	$	1,408	$	9,123
Total income taxprovision	$	3,409	$	9,261

The Company made the following income and mining taxpayments, net of refunds:


	Years Ended December 31,
	2025		2024

	(in thousands)
United States	$	(7)	$	—
Mexico		(4,056)		978
Canada		(71)		126
Total income and miningtaxes (refunded) paid	$	(4,134)	$	1,104

Gold Resource Corporation

The provision for income taxes for the years ended December 31, 2025 and 2024 differs from the amount of income tax determined by applying the applicable United States statutory federal income tax rate to pre-tax income from operations as a result of the following differences:


	For the year ended December 31,
	2025			2024
	(in thousands) %			(in thousands) %

Taxat U.S. federal statutory tax rate	$	(640)	21.0	$	(9,946)	21.0
State and local income taxes, net of federal income taxeffect		38	(1.2)		18	—
Foreign taxeffects
Mexico
Rate differential between Mexico and United States		1,923	(63.0)		(2,290)	4.8
Change in valuation allowances		(6,294)	206.4		18,864	(39.9)
Deduction for inflation in Mexico		(1,275)	41.8		(1,217)	2.6
Foreign exchange adjustments		219	(7.2)		112	(0.2)
Non-taxable or non-deductible items		1,482	(48.6)		770	(1.6)
Miningtaxes		3,387	(111.0)		(683)	1.4
Other		48	(1.7)		(351)	0.7
Canada
Rate differential between Canada and United States		1,052	(34.5)		819	(1.7)
Change in valuation allowances		2,587	(84.8)		2,084	(4.4)
Other		33	(1.1)		28	(0.1)
Taxcredits
Foreign taxcredit expirations		859	(28.2)		—	—
Changes in valuation allowance		(136)	4.4		939	(2.0)
Nontaxable or nondeductible items
Share-based payment awards		107	(3.5)		158	(0.3)
Other adjustments		19	(0.6)		(44)	0.1
Taxprovision at effective tax rate	$	3,409	(111.8)	$	9,261	(19.6)

Gold Resource Corporation

The following table sets forth deferred taxassets and liabilities:


	As of December 31,
	2025		2024
	(in thousands)
Deferred taxassets:
Taxloss carryforward	$	34,161	$	34,073
Property, plant, and mine development		8,085		8,221
Share-based compensation		171		90
Foreign taxcredits		1,112		1,971
Inventory		429		230
Foreign Mining Tax		595		—
Accrued Expenses		2,461		1,442
Gold and silver stream agreements liability		15,663		11,248
Asset retirement obligations		3,857		4,082
Accounts payable		89		497
Unrealized loss on investments		—		675
Other		1,331		211
Total deferred taxassets	$	67,954	$	62,740
Valuation allowance		(58,500)		(56,510)
Deferred taxassets after valuation allowance	$	9,454	$	6,230
Deferred tax liabilities:
Property, plant, and mine development		(19,844)		(19,426)
Unbilled revenue		(2,833)		(834)
Other		(2,304)		(11)
Total deferred tax liabilities	$	(24,981)	$	(20,271)
Net deferred tax liability	$	(15,527)	$	(14,041)

In accordance with ASC 740, the Company presents deferred tax assets net of its deferred tax liabilities on its Consolidated Balance Sheets on a jurisdictional basis. The net deferred tax liability of $15.5 million as of December 31, 2025 shown in the table above is comprised of a $12.9 million deferred tax liability related to the U.S. entities and a $2.6 million deferred tax liability related to Don David Gold Mine S.A. de C.V. (“DDGM”) in Mexico. No net deferred tax balances exist in Canada due to the existence of a full valuation allowance.

The Company evaluates the evidence available to determine whether a valuation allowance is required on deferred tax assets. In accordance with applicable accounting rules, a valuation allowance is recorded when it is more likely than not that some portion of the deferred tax assets will not be realized, after considering all available evidence, both positive and negative. As of December 31, 2025 and 2024, the Company determined that a valuation allowance of $58.5 million and $56.5 million, respectively, was necessary due to the uncertain utilization of specific deferred tax assets, with $20.4 million and $20.2 million in U.S., $16.1 million and $18.9 million in Mexico, and $22.0 million and $17.4 million in Canada, respectively. As of December 31, 2025 and 2024, respectively, $32.2 million and $28.0 million is related to Aquila in the U.S. and Canada.

With respect to the Mexico corporate income tax, in 2024, the Company recorded a valuation allowance on the Mexico corporate income tax net deferred tax assets for $18.9 million due primarily to recent losses at the Mexico mine. In 2025, the Company utilized $3.0 million of its Mexico net operating loss deferred tax asset to offset corporate taxable income from its Mexico operations. The full valuation allowance of all remaining Mexico corporate income tax net deferred tax assets remains in place primarily due to cumulative losses in recent years. If the Mexico mine continues to operate profitably and cumulative losses in recent years is no longer present, the Company will evaluate whether reversing the full valuation allowance is appropriate at such time.

As discussed in the Mexico Mining Taxation section below, Mexico imposes a mining tax that is treated as an income tax. The Mexico mining tax is determined separately from corporate income tax. As of December 31, 2025, the Company recorded a partial valuation allowance of $0.9 million on the related deferred tax asset based on the nature of that asset. The remaining Mexico mining taxdeferred taxassets are more likely than not expected to be realized through existing deferred tax liabilities associated with the Mexico mining tax.

Gold Resource Corporation

The following table shows the changes in the Company’s valuation allowance balances:


	Years Ended December 31,
	2025		2024
	(in thousands)
Valuation allowance - beginning balance	$	56,510	$	32,808
Additions charged to income taxexpense		5,791		4,967
Increase due to initial valuation allowance placed on Mexico income tax		—		18,864
Increase related to Mexico foreign exchange rates		2,706		—
Decrease due to utilization of Mexico net operating loss carryforwards		(3,005)		—
Additional allowances taken or written off		(3,502)		(129)
Valuation allowance - endingbalance	$	58,500	$	56,510

Of the total valuation allowance of $58.5 million and $56.5 million as of December 31, 2025 and 2024, respectively, $31.2 and $28.0 was primarily due to the uncertain utilization of net operating loss carryforwards, with $18.1 million and $17.2 million in U.S., $6.2 million and $7.9 million in Mexico, and $6.3 million and $6.1 million in Canada, respectively. As of December 31, 2025 and 2024, $15.6 million and $15.8 million, respectively, is related to Aquila in the U.S. and Canada.

At December 31, 2025, the Company has U.S. federal loss carryforwards of $87.6 million, of which $67.0 million have no expiration date, and $20.6 million that expire at various dates between 2027 and 2037; U.S. Foreign Tax Credits of $1.1 million that expire in 2026; state of Colorado tax loss carryforwards of $59.8 million, of which $29.1 million expire at various dates between 2026 and 2037 and $30.6 million that have no expiration; state of Michigan tax loss carryforwards of $20.6 million expiring at various dates between 2026 and 2035; Wisconsin tax loss carryforwards of $4.0 million expiring in 2042; Mexico tax loss carryforwards of

$20.7 million expiring between 2033 and 2034; and Canadian tax loss carryforwards of $23.6 million that expire at various dates between 2026 and 2045.

Mexico Mining Taxation

Mining entities in Mexico are subject to two mining duties, in addition to the 30% Mexico corporate income tax: (i) a “special” mining duty of 8.5% of taxable income as defined under Mexican tax law (also referred to as “mining royalty tax”) on extraction activities performed by concession holders, and (ii) the “extraordinary” mining duty of 1.0% on gross revenue from the sale of gold, silver, and platinum. The mining royalty tax is generally applicable to earnings before income tax, depreciation, depletion, amortization, and interest. In calculating the mining royalty tax, there are no deductions related to depreciable costs from operational fixed assets, but prospecting and exploration expenses are amortized at 10% annually. Both duties are taxdeductible for income taxpurposes. As a result, the effective tax rate applicable to the Company’s Mexican operations is substantially higher than Mexico’s statutory rate.

On November 15, 2024, the Mexican government signed into law a rate increase of the “special” mining duty from 7.5% to 8.5% of the applicable taxable income, and for the “extraordinary” mining duty an increase from 0.5% to 1% on applicable gross revenue. The new taxrates became effective January 1, 2025.

The Company periodically transfers funds from its Mexican wholly owned subsidiary to the U.S. in the form of dividends. According to the existing U.S. – Mexico tax treaty, the dividend withholding tax between these countries is reduced to 5% or 0% if certain requirements are met. In 2024, the Company paid $0.1 million withholding tax on dividends received from Mexico. At the end of 2024, the Company determined that it met requirements for a 0% withholding tax on dividends received from Mexico, and as a result, no dividend withholding taxes were required in 2025.

Other Tax Disclosures

On July 4, 2025, the One Big Beautiful Bill Act (the “OBBBA”) was enacted in the U.S. The OBBBA permanently extends multiple taxprovisions of the 2017 Tax Cuts and Jobs Act, as well as repeals, modifies, and introduces various other tax provisions. The legislation has multiple effective dates, with certain provisions effective in 2025 and others

Gold Resource Corporation

implemented through 2027. The Company does not anticipate the bill will have a material impact on the consolidated financial statements.

The Company files U.S. and various state income tax returns, as well as foreign income tax returns in Canada and Mexico, with varying statutes of limitations. In general, the statute of limitations is three years in the United States and in Canada. However, the Company has net operating loss and taxcredit carryforward balances beginning in the taxyear ended December 31, 2007 for the United States and in the tax year ended December 31, 2006 for Canada. As a result, all tax years since 2007 remain open to examination in the United States and all tax years since 2006 remain open to examination in Canada. In Mexico, the statute of limitations is generally five years, which currently is 2019 and forward. The Company is under audit in Mexico for the tax year ended December 31, 2015. All other years are closed to inspection outside of the standard statute of limitations window in Mexico.

In October 2023, the Company received a notification from the Mexican Tax Administration Services (“SAT”) with a sanction of 331 million pesos (approximately $18.4 million as of December 31, 2025) as the result of a 2015 tax audit that began in 2021. The 2015 tax audit performed by SAT encompassed various tax aspects, including but not limited to intercompany transactions, mining royalty tax, and extraordinary mining tax. Management is in process of disputing this tax notification and sent a letter of protest to the tax authorities along with providing all requested documentation. If necessary, management intends to pursue legal avenues of protest, including filing a lawsuit with the Mexico court system, if necessary, to ensure that these adjustments are removed. Management believes the position taken on the 2015 income tax return meets the more-likely-than-not threshold and that as of December 31, 2025 and December 31, 2024, the Company has no liability for uncertain tax positions. If the Company were to determine there was an unrecognized tax benefit, the Company would recognize the liability and related interest and penalties within income tax(benefit) provision.

Prepaid Expenses and Other Current Assets

At December 31, 2025 and 2024, prepaid expenses and other current assets consisted of the following:


	As of		As of
	December 31,		December 31,
	2025		2024
	(in thousands)
Advances to suppliers	$	1,080	$	46
Prepaid insurance		1,106		1,121
Prepaid income tax		—		3,906
Other current assets		598		755
Total	$	2,784	$	5,828

IVA taxes receivable, net is a value added (“IVA”) tax in Mexico assessed on purchases of materials and services and sales of products. Likewise, businesses owe IVA taxes as the business sells a product and collects IVA taxes from its customers. Businesses are generally entitled to recover the taxes they have paid related to purchases of materials and services, either as a refund or credit to IVA tax payable. Amounts recorded as IVA taxes in the consolidated financial statements represent the net estimated IVA tax receivable or payable, since there is a legal right of offset of IVA taxes. As of December 31, 2025, this resulted in a liability balance of $1.4 million, which is included in taxes payable, net within the table in Item 8. Financial Statements —Note 10. Accrued Expenses and Other Liabilities, and as of December 31, 2024, this resulted in an asset balance of $0.5 million, which is included in other current assets in the table above.

Gold Resource Corporation

Property, Plant and Mine Development, net

At December 31, 2025 and 2024, property, plant and mine development consisted of the following:


		As of			As of
		December 31,			December 31,
		2025			2024
		(in thousands)
Asset retirement costs (“ARO asset”)		$	4,106		$	6,740
Construction-in-progress			4,020			1,165
Furniture and office equipment			1,855			1,722
Land			9,033			9,033
Mineral interest			79,543			79,543
Light vehicles and other mobile equipment			2,371			2,118
Machinery and equipment			47,582			44,858
Mill facilities and infrastructure			36,524			36,463
Mine development			136,089			120,906
Software and licenses			1,554			1,554
Subtotal			322,677			304,102
Accumulated depreciation and amortization			(188,021)			(175,713)
Total		$	134,656		$	128,389

An asset retirement adjustment of $2.6 million was recognized on December 31, 2025 due to changes in estimates in the reclamation model, also decreasing the asset retirement obligations. Please see Item 8. Financial Statements —Note 12. Reclamation and Remediation for additional information.

Gold Resource Corporation

Other Non-current Assets

At December 31, 2025 and 2024, other non-current assets consisted of the following:

		As of			As of
		December 31,			December 31,
		2025			2024
		(in thousands)
Investment in Green Light Metals			—			852
Other non-current assets			124			53
Total		$	124		$	905

Investment in Green Light Metals

On December 28, 2022, the Company received 12.25 million common shares of Green Light Metals as a settlement for a promissory note receivable acquired with the Aquila acquisition. This represented approximately 28.5% ownership in Green Light Metals at the time. In the first quarter of 2025, through its subsidiary, Aquila Resources USA Inc., the Company entered into a share purchase agreement with multiple purchasers to sell all of its interest in the Green Light Metals shares, for $0.10 Canadian dollars (“C$”) per share, for total net proceeds of C$1.2 million ($0.9 million), which was received on February 11, 2025. As of December 31, 2024, the fair value of this investment was $0.9 million.

10.

Accrued Expenses and Other Liabilities

At December 31, 2025 and 2024, accrued expenses and other current and non-current liabilities consisted of the following:


		As of			As of
		December 31,			December 31,
		2025			2024
		(in thousands)
Accrued royalty payments		$	800		$	650
Accrual for short-term incentive plan			835			701
Liability for Aquila drillhole plugging			8			8
Share-based compensation liability - current			—			33
Equipment financing			437			744
Taxes payable, net ⁽¹⁾			1,407			—
Employee profit sharingobligation			880			5
Employee withholdings and taxes payable			2,597			846
Other payables			79			44
Total accrued expenses and other current liabilities		$	7,043		$	3,031

Accrued non-current labor obligation		$	1,431		$	1,251
Stock-based compensation liability			1,032			318
Other lease liability			49			—
Other long-term liabilities			63			7
Total other non-current liabilities		$	2,575		$	1,576

(1) Taxes payable, net includes IVA tax in Mexico, assessed on purchases of materials and services and sales of products. Likewise, businesses owe IVA taxes as they sell a product and collect IVA taxes from their customers. Businesses are generally entitled to recover the taxes they have paid related to purchases of materials and services, either as a refund or credit to IVA tax payable. Amounts recorded as IVA taxes in the consolidated financial statements represent the net estimated IVA tax receivable or payable, since there is a legal right of offset of IVA taxes. As of December 31, 2025, this resulted in a liability balance of $1.4 million, which is included in accrued expenses and other liabilities in the table above, and as of December 31, 2024, this resulted in an asset balance of $0.5 million, which is included in other current assets, within the table in Item 8. Financial Statements —Note 7. Prepaid Expenses and Other Current Assets.

Gold Resource Corporation

Under Mexican law, employees are entitled to receive statutory profit sharing (Participacion a los Trabajadores de las Utilidades or “PTU”) payments. The required cash payment to employees in the aggregate is equal to 10% of their employer’s profit subject to PTU, which differs from profit determined under U.S. GAAP.

As of December 31, 2025, $0.9 million was recorded for PTU payments in current liabilities and production costs, as well as

$1.4 million for statutory employee severance benefits in other long-term liabilities and other expenses. As of December 31, 2024, $5 thousand was recorded for PTU payments in current liabilities and production costs, as well as $1.3 million for statutory employee severance benefits in other long-term liabilities and other expenses.

PSU and DSU awards contain a cash settlement feature and are therefore classified as liability instruments and are marked to fair value each reporting period. Please see Item 8. Financial Statements —Note 18. Stock-Based Compensation for additional information.

11.

Gold and Silver Stream Agreements

The following table presents the Company’s liabilities related to the Osisko StreamAgreements as of December 31, 2025 and

2024:


		As of			As of
		December 31,			December 31,
		2025			2024
		(in thousands)
Liability related to the Osisko Gold Stream Agreement		$	40,397		$	33,067
Liability related to the Osisko Silver Stream Agreement			50,533			41,365
Total liability		$	90,930		$	74,432

The Osisko Stream Agreements contain customary provisions regarding default and security. In the event that the Company’s subsidiary, Aquilla Resources Inc., defaults under the Osisko Stream Agreements, including by failing to acquire the required permits and achieve commercial production by the agreed upon dates, it may be required to repay the deposit plus accumulated interest at a rate agreed with Osisko. If the subsidiary fails to do so, Osisko may elect to enforce its remedies as a secured party and take possession of the assets that comprise the Back Forty Project.

Gold Streaming Agreement

In November 2017, Aquila entered into a stream agreement with Osisko, pursuant to which Osisko agreed to commit approximately $55.0 million to Aquila through a gold stream purchase agreement (the “Osisko Gold Stream Agreement”). In June 2020, Aquila amended the Osisko Gold Stream Agreement, reducing the total committed amount to $50.0 million, as well as adjusting certain milestone dates under the gold stream to align with the current project development timeline. Aquila received a total of $20.0 million of the funds committed at the time of the Company’s acquisition. Remaining deposits from Osisko are $5.0 million upon receipt of permits required for the development and operation of the Back Forty Project and $25.0 million upon the first drawdown of an appropriate project debt finance facility. Osisko has been provided a general security agreement over the Back Forty Project, which consists of the subsidiaries of Gold Resource Acquisition Sub. Inc., a 100% owned subsidiary of the Company. The initial term of the Osisko Gold Stream Agreement is for 40 years, automatically renewable for successive ten-year periods. The Osisko Gold StreamAgreement is subject to certain operating and financial covenants, which are in good standing as of December 31, 2025. In March 2024, the Company secured an amendment to the Osisko Gold Stream Agreement that deferred the required completion of certain operational milestones related to permitting from 2024 to 2026. The amended Osisko Gold Stream Agreement requires the Company’s subsidiary to obtain all material permits necessary for the construction and operation of the Back Forty Project by June 20, 2026, with a grace period through November 30, 2026. If such permits are not obtained on time, the Company’s subsidiary may default on the streaming agreement and all funds, including interest, become due immediately or Osisko may be entitled to enforce its remedies as a secured party and take possession of the assets that comprise the Back Forty Project.

Gold Resource Corporation

The $20.0 million received from Osisko pursuant to the Osisko Gold Stream Agreement through December 31, 2025 is shown as a long-term liability on the Consolidated Balance Sheets. A periodic interest expense is calculated based on a fixed market rate of interest, which is reviewed quarterly if there are any contractual amendments relating to the Osisko Stream Agreements. The fixed interest rate is applied on the Osisko advance payments and calculated on the total expected life-of-mine production to be deliverable and was 22.2% per annum at December 31, 2025 and 2024. As the remaining $30.0 million deposit is subject to the completion of specific milestones and the satisfaction of certain other conditions, this amount is not reflected on the Consolidated Balance Sheets.

Per the terms of the Osisko Gold Stream Agreement, Osisko will purchase 18.5% of the refined gold from Back Forty (the “Threshold Stream Percentage”) until the Company’s subsidiary has delivered 105,000 gold ounces (the “Production Threshold”). Upon satisfaction of the Production Threshold, the Threshold Stream Percentage will be reduced to 9.25% of the refined gold (the “Tail Stream”). In exchange for the refined gold delivered under the Stream Agreement, Osisko will pay the Company’s subsidiary ongoing payments equal to 30% of the spot price of gold on the day of delivery, subject to a maximum payment of $600 per ounce. Where the market price of gold is greater than the price paid, the difference realized from the sale of the gold will be applied against the deposit received from Osisko. Please see Item 8. Financial Statements —Note 14. Commitments and Contingencies for additional information.

Silver Stream Agreement

Through a series of contracts, Aquila executed a silver stream agreement with Osisko to purchase 85% of the silver produced and sold at the Back Forty Project (the “Osisko Silver Stream Agreement”). A total of $17.2 million has been advanced under the Osisko Silver StreamAgreement as of December 31, 2025. There are no future deposits remaining under the Osisko Silver Stream Agreement. The initial term of the Osisko Silver Stream Agreement is for 40 years, automatically renewable for successive ten-year periods. The Osisko Silver Stream Agreement is subject to certain operating and financial covenants, which are in good standing as of December 31, 2025. In March 2024, the Company secured an amendment to the Osisko Silver StreamAgreement that deferred the required completion of certain operational milestones related to permitting from 2024 to 2026. The amended Osisko Silver Stream Agreement requires the Company’s subsidiary to obtain all material permits necessary for the construction and operation of the Back Forty Project by June 20, 2026, with a grace period through November 30, 2026. If such permits are not obtained on time, the Company’s subsidiary may default on the streaming agreement and all funds, including interest, become due immediately or Osisko may be entitled to enforce its remedies as a secured party and take possession of the assets that comprise the Back Forty Project.

The $17.2 million received from Osisko pursuant to the Osisko Silver StreamAgreement through December 31, 2025 is shown as a long-term liability on the Consolidated Balance Sheets. A periodic interest expense is calculated based on a fixed market rate of interest, which is reviewed quarterly if there are any contractual amendments relating to the Osisko Stream Agreements. The fixed interest rate is applied on the Osisko advance payments and calculated on the total expected life-of-mine production to be deliverable and was 22.2% per annum at December 31, 2025 and 2024. Please see Item 8. Financial Statements—Note 14. Commitments and Contingencies for additional information.

Gold Resource Corporation

12.

Reclamation and Remediation

The following table presents the changes in the Company’s reclamation and remediation obligations for the years ended December 31, 2025 and 2024:


	2025		2024
	(in thousands)
Reclamation liabilities – balance at beginning of period	$	1,839	$	2,233
Foreign currency exchange loss (gain)		260		(394)
Reclamation liabilities – balance at end of period		2,099		1,839
Asset retirement obligation – balance at beginning of period		8,838		9,562
Changes in estimate ⁽¹⁾		(2,634)		512
Liability for Aquila drillhole plugging		98		(329)
Accretion		499		793
Foreign currency exchange loss (gain)		1,292		(1,700)
Asset retirement obligation – balance at end of period		8,093		8,838
Total period end balance	$	10,192	$	10,677

(1) In 2025, the Company updated its closure plan study, which resulted in a $2.6 million decrease in the estimated liability and ARO asset. In 2024, the Company updated its closure plan study to include current disturbances, which resulted in a $0.5 million increase in the estimated liability and ARO asset.

The following table presents the reclamation and remediation obligations as of December 31, 2025 and December 31, 2024:


		As of			As of
		December 31,			December 31,
		2025			2024
		(in thousands)
Current reclamation and remediation liabilities ⁽¹⁾		$	8		$	8
Non-current reclamation and remediation liabilities			10,184			10,669
Total		$	10,192		$	10,677

(1) The current portion of reclamation and remediation liabilities related to drill hole plugging in Aquila, Michigan, are included in Accrued expenses and other current liabilities. Please see Item 8. Financial Statements—Note 10. Accrued Expenses and Other Liabilities for additional information.

The Company’s undiscounted reclamation liabilities of $2.1 million and $1.8 million as of December 31, 2025 and 2024, respectively, are related to DDGM in Mexico. These represent reclamation liabilities that were expensed through 2013 before proven and probable Mineral Reserves were established and the Company was considered to be a development stage entity; therefore, most of the costs, including asset retirement costs, were not allowed to be capitalized as part of the property, plant, and mine development.

The Company’s asset retirement obligations reflect the additions to the asset for reclamation and remediation costs in property, plant, and mine development, post-2013 development stage status, which were discounted using a credit adjusted risk-free rate of 9%. As of December 31, 2025 and 2024, the Company’s asset retirement obligation was $8.1 million and $8.8 million, respectively.

13.

Loan Payable

On June 26, 2025, the Company executed a loan agreement in the amount of $6.28 million, to be used for working capital. The loan bears a simple interest at a rate per annum equal to the sum of (i) the published Secured Overnight Financing Rate for a 1-month interest period (“SOFR”) plus (ii) five percent (5.0%), with the initial interest rate of 9.32%. Principal and all interest are due and payable on December 26, 2026, but the Company repaid it without penalty in September from the proceeds of the Registered Direct Offering.

Gold Resource Corporation

In connection with the loan agreement, the Company has issued a common stock purchase warrant to an affiliate of one of the private investors for the purchase of up to 1,500,000 shares of the Company’s common stock at an exercise price per share of

$0.65. These warrants qualified for equity accounting and were valued using a Black-Scholes model. The loan and warrants were recorded on a relative fair value basis.

On September 3, 2025, the Company fully paid its outstanding term loan liability balance of $5.9 million, along with applicable interest, by issuing 14,204,846 shares of its common stock. The common stock issued had an aggregate fair value of approximately

$6.4 million, based on the average spot price of the Company’s common stock on August 20, 2025. As a result, the Company recognized a loss on the extinguishment of the debt of $0.5 million, recognized in other expense, net. Please see Item 8. Financial Statements—Note 19. Other Expense, Net for additional information.

14.

Commitments and Contingencies

As of December 31, 2025 and 2024, the Company had equipment purchase commitments aggregating approximately $4.3 million and $1.5 million, respectively.

Contingent Consideration

The contingent consideration is composed of the following:

The value of future installments is based on C$9.0 million tied to the development of the Back Forty Project as follows:

C$3.0 million payable on completion of any form of financing for purposes including the commencement of construction of Back Forty, up to 50% of the C$3 million can be paid, at the Company’s option in Gold Resource Corporation shares with the balance payable in cash;

C$2.0 million payable in cash 90 days after the commencement of commercial production;

C$2.0 million payable in cash 270 days after the commencement of commercial production; and

C$2.0 million payable in cash 450 days after the commencement of commercial production.

Initially, the Company intended to pay the first C$3.0 million in 2023 to prevent HudBay’s 51% buy-back option in the Back Forty Project. Management later decided that it was more likely than not that HudBay would not exercise its buy-back option, and consequently, this amount was not paid. Additionally, since financing of the Back Forty Project was not expected in 2024, this liability was reclassified to long-term. As of the end of January 2024, by the contractual deadline, HudBay did not exercise its buy-back option, and thus, it is forfeited.

The total value of the contingent consideration as of December 31, 2025 and 2024 was $3.6 million and $3.4 million, respectively. The contingent consideration is adjusted for the time value of money and the likelihood of the milestone payments. While the likelihood of milestone payments did not change from the year ended December 31, 2024 to December 31, 2025, the timing of expected commercial production was extended by one year, thus the timing of the payments was likewise shifted to begin one year later. Any future change in the value of the contingent consideration is recognized in other expense, net, in the Consolidated Statements of Operations.

Gold Resource Corporation

The following table shows the change in the balance of the contingent consideration for the year ended December 31, 2025 and for the year ended December 31, 2024:


		2025			2024
		(in thousands)
Beginning Balance of Contingent Consideration
Non-current contingent consideration		$	3,389		$	3,404

Change in valueof contingent consideration - non-current			165			(15)

Ending Balance of contingent consideration:
Non-current contingent consideration		$	3,554		$	3,389

Other Contingencies

The Company has certain other contingencies resulting from litigation, claims, and other commitments and is subject to a variety of environmental and safety laws and regulations incident to the ordinary course of business. The Company currently has no basis to conclude that any or all of such contingencies will materially affect its financial position, results of operations, or cash flows. However, in the future, there may be changes to these contingencies, or additional contingencies may occur, any of which might result in an accrual or a change in current accruals recorded by the Company, and there can be no assurance that their ultimate disposition will not have a material adverse effect on the Company’s financial position, results of operations or cash flow.

On December 10, 2021, the Company acquired Aquilla Resource Inc which had substantial liabilities that relate to the Osisko Stream Agreements. Under the agreements, Osisko deposited a total of $37.2 million upfront in exchange for a portion of the future gold and silver production from the Back Forty Project. The Osisko Stream Agreements contain customary provisions regarding default and security. In the event that the Company’s subsidiary defaults under the Osisko StreamAgreements, including failing to obtain the required permits or achieve commercial production at a future date, Aquila Resource Inc. may be required to repay the deposit plus accumulated interest at a rate agreed with Osisko. If Aquila fails to do so, Osisko may be entitled to enforce its remedies as a secured party and take possession of the assets that comprise the Back Forty Project.

15.

Shareholders’ Equity

The Company’s At-The-Market Offering Agreement with H.C. Wainwright & Co., LLC (the “Agent”), which was entered into in November 2019, was renewed in June 2023, pursuant to which the Agent agreed to act as the Company’s sales agent with respect to the offer and sale from time to time of the Company’s common stock having an aggregate gross sales price of up to $75.0 million (the “ATM Program”). During the year ended December 31, 2025, an aggregate of 25,139,655 shares of the Company’s common stock were sold and settled through the ATM Program for net proceeds to the Company of $8.6 million after deducting agent’s commissions and other fees. During the year ended December 31, 2024, 6,510,914 shares of the Company’s common stock were sold and settled through the ATM Program for net proceeds to the Company of $2.7 million after deducting agent’s commissions and other fees.

On January 21, 2025, the Company closed on a registered direct offering for the purchase of 15,625,000 shares of the Company’s common stock at a price of $0.16 per share, resulting in total gross proceeds to the Company of approximately $2.5 million. On September 3, 2025, the Company closed on a second registered direct offering of $11.4 million for the sale of 25,315,954 shares of the Company’s common stock at a price of $0.45 per share. The Company issued 14,204,846 of these shares, for the fair value of approximately $6.4 million, to fully pay off the term loan received in June 2025 as a non-cash equity settlement.

In connection with the loan the Company received on June 26, 2025, the Company issued 1,500,000 common stock purchase warrants for the purchase of up to 1,500,000 shares of the Company’s common stock at an exercise price per share of $0.65, subject to adjustment as provided in the warrant agreement. The warrants will expire on June 26, 2027.

Gold Resource Corporation

These warrants qualified for equity accounting and were valued using a Black-Scholes model, with the significant input assumptions being an expected term of 2 years, 96.2% annualized volatility, 3.7% risk-free interest rate, and 0% dividend yield.

16.

Derivatives

Embedded Derivatives

Concentrate Sales

Concentrate sales contracts contain embedded derivatives due to the provisional pricing terms for shipments pending final settlement. At the end of each reporting period, the Company records an adjustment to accounts receivable and revenue to reflect the mark-to-market adjustments for outstanding provisional invoices based on forward metal prices. Please see Item 8. Financial Statements —Note 21. Fair Value Measurement for additional information.

The following table summarizes the Company’s unsettled sales contracts at December 31, 2025, with the quantities of metals under contract subject to final pricing occurring through March 2026:


		Gold			Silver			Copper			Lead			Zinc
		(ounces)			(ounces)			(tonnes)			(tonnes)			(tonnes)			Total
Under contract			2,508			909,332			107			317			1,290
Average forward price (per ounce or tonne)		$	4,038		$	51.53		$	10,865		$	1,960		$	3,025
Unsettled sales contracts value (in thousands)		$	10,127		$	46,858		$	1,163		$	621		$	3,902		$	62,671

The Company manages credit risk by entering into arrangements with counterparties believed to be financially strong, and

by requiring other credit risk mitigants, as appropriate. The Company actively evaluates the implicit creditworthiness of its counterparties, and monitors credit exposures.

17.

Employee Benefits

Effective October 2012, the Company adopted a profit-sharing plan (the “Plan”) which covers all U.S. employees. The Plan meets the requirements of a qualified retirement plan pursuant to the provisions of Section 401(k) of the Internal Revenue Code. The Plan also provides eligible employees the opportunity to make tax deferred contributions to a retirement trust account up to 90% of their qualified wages, subject to the IRS annual maximums.

On April 23, 2021, a decree that reforms labor outsourcing in Mexico was published in the Federation’s Official Gazette. This decree amended the outsourcing provisions, whereby operating companies can no longer source their labor resources used to carry out the core business functions from service entities or third-party providers. Under Mexican law, employees are entitled to receive statutory profit sharing PTU payments. The required cash payment to employees in the aggregate is equal to 10% of their employer’s profit subject to PTU, which differs from profit determined under U.S. GAAP. Please see Item 8. Financial Statements

—Note 10. Accrued Expenses and Other Liabilities for additional information.

18.

Stock-Based Compensation

The Company’s compensation program comprises three main elements: base salary, an annual short-term incentive plan (“STIP”) cash award, and long-term equity-based incentive compensation (“LTIP”) in the form of stock options, RSUs, PSUs, and DSUs.

The Gold Resource Corporation 2016 Equity Incentive Plan (the “Incentive Plan”) allows for the issuance of up to 5.0 million shares of common stock in the form of incentive and non-qualified stock options, stock appreciation rights, RSUs, stock grants, stock units, performance shares, PSUs, and performance cash. Effective January 1, 2021, the

Gold Resource Corporation

Company’s Board of Directors, on the recommendation of the Compensation Committee, implemented a program to issue DSUs, which are qualifying instruments under the terms of the Company’s Incentive Plan, to eligible directors. Additionally, pursuant to the terms of the Incentive Plan, any award outstanding under the prior plan that is terminated, expired, forfeited, or canceled for any reason, will be available for grant under the Incentive Plan.

The Company’s STIP provides for an annual cash bonus payable upon achievement of specified performance metrics for its management team. As of December 31, 2025, the Company accrued $0.5 million in accrued expenses and other current liabilities related to the STIP program. As of December 31, 2024, the Company accrued $0.7 million in accrued expenses and other current liabilities related to the program.

Stock-Based Compensation Expense

Stock-based compensation expense for stock options, RSUs, PSUs, and DSUs is as follows:


	For the year ended December 31,
	2025		2024
	(in thousands)
Stock options	$	—	$	22
Restricted stock units		344		625
Performance share units		190		50
Deferred share units		613		(20)
Total	$	1,147	$	677

The estimated unrecognized stock-based compensation expense from unvested RSUs, as of December 31, 2025, was $0.2 million and is expected to be recognized over the weighted average remaining periods of 0.88 years. As DSUs are vested immediately at grant, the full amount of fair value is recognized as expense at the time of grant. In addition, a mark-to-market adjustment due to fluctuation of share price is recognized at the end of each period related to the DSUs. The fair value of the PSUs is recognized over their vesting period of three years, and similarly to the DSUs, a mark-to-market adjustment due to fluctuation of the share price, as well as due to changes in the performance, is recognized at the end of each period related to the proportionate number of units based on passage of time.

Stock Options

A summary of stock option activity under the Incentive Plan for the years ended December 31, 2025 and 2024 is presented

below:


							Weighted Average		Aggregate
				Weighted			Remaining		Intrinsic
		Stock		Average Exercise			Contractual Term		Value
		Options		Price (per share)			(in years)		(in thousands)
Outstandingas of December 31, 2023		840,612		$	2.99		7.36		$	—
Granted, Exercised, Expired, or Forfeited		—			—
Outstandingas of December 31, 2024		840,612		$	2.99		6.37		$	—
Expired		(80,204)			2.41
Outstandingas of December 31, 2025		760,408		$	3.05		5.28		$	—
Vested and exercisable as of
December 31, 2025		760,408		$	3.05		5.28		$	—

During the years ended December 31, 2025 and 2024, no stock options were granted or exercised.

Gold Resource Corporation

The following table summarizes information about stock options outstanding as of December 31, 2025:


	Outstanding		Exercisable			Weighted Average Range of Exercise Prices
$0.00 - $2.50	160,408	6.22	$	2.41	160,408	$	2.41
$2.51 -$5.00	600,000	5.03	$	3.22	600,000	$	3.22
	760,408	5.28	$	3.05	760,408	$	3.05

Restricted Stock Units

A summary of RSU activity under the Incentive Plan for the years ended December 31, 2025 and 2024 is presented below:


	Restricted Stock Units
Nonvested as of December 31, 2023	847,255	$	319	1.93	$	1.17
Granted	832,091		0.56
Granted in lieu of bonus	637,929		0.56
Vested but not redeemed (deferred)	(134,257)		1.46
Vested and redeemed	(119,997)		1.21
Vested and withheld for net settlement	(76,994)		1.26
Forfeited	(54,769)		0.95
Nonvested as of December 31, 2024	1,931,258	$	444	1.78	$	0.69
Vested but not redeemed (deferred)	(256,004)		0.60
Vested and redeemed	(295,614)		0.87
Vested and withheld for net settlement	(209,196)		0.91
Forfeited	(387,861)		0.63
Nonvested as of December 31, 2025	782,583	$	648	0.88	$	0.61

RSUs of nil and 1,470,020, respectively, were granted during the years ended December 31, 2025 and 2024. The weighted average grant date fair value per share of RSUs granted during the years ended December 31, 2025 and 2024 was nil and $0.56, respectively. The grant date fair value of RSUs is determined by the 20-day volume-weighted average price of the Company’s common shares at grant date. During the years ended December 31, 2025 and 2024, 760,814 and 331,248 RSUs vested, with a fair value of $0.2 million and $0.1 million, respectively.

Gold Resource Corporation

Performance Stock Units

A summary of PSU activity under the Incentive Plan for the years ended December 31, 2025 and 2024 is presented below:


	Performance			Weighted Average
	Share	Liability Balance		Grant Date
	Units	(in thousands)		Fair Value
Outstandingas of December 31, 2023	880,926	$	164	$	1.45
Granted	682,367				0.56
Redeemed	(201,258)				2.10
Forfeited	(33,113)				0.90
Outstandingas of December 31, 2024 ⁽¹⁾	1,328,922	$	148	$	0.91
Redeemed ⁽²⁾	(283,460)				1.75
Withheld for net settlement	(48,066)				0.90
Forfeited	(262,228)				0.61
Outstandingas of December 31, 2025 ⁽¹⁾	735,168	$	248	$	0.69

(1)

As of December 31, 2023, the 0.9 million outstanding PSUs included 0.3 million PSUs that were vested in 2023 but redeemed only in 2024. As of December 31, 2024, the 1.3 million outstanding PSUs included 0.2 million PSUs that were vested in 2024 but redeemed only in 2025. As of December 31, 2025, the 0.7 million outstanding PSUs included 0.3 million PSUs that were vested in 2025 but not yet redeemed.

(2)

In connection with the departure of Alberto Reyes, the Company’s former Chief Operating Officer, 90,331 of PSUs held by Mr. Reyes as of the date of his separation were immediately vested and paid out to Mr. Reyes in shares of the Company’s common stock in the amount equal to the value of such PSUs to which Mr. Reyes would have been entitled as if 100% of the target performance measures related to such PSUs were achieved. The PSUs were settled by issuing 42,265 shares of common stock, with 48,066 PSUs forfeited for taxes.

Starting in 2022, the Company’s Board of Directors approved granting PSUs to the Company’s management team. PSUs cliff vest in three years based on the relative total shareholder return of a predetermined peer group and are expected to be settled in cash. These awards contain a cash settlement feature and are therefore classified as liability and are marked to fair value each reporting period based on the relative total shareholder return of a predetermined peer group and the Company’s stock price. As of December 31, 2025 and 2024, the Company has liability of $0.2 million and $0.1 million, respectively, related to PSUs.

PSUs of nil and 682,367, respectively, were granted during the years ended December 31, 2025 and 2024, with weighted average grant date fair value of nil and $0.56 per unit, respectively. The grant date fair value of PSUs is determined by the 20-day volume-weighted average price of the Company’s common shares at grant date. During the year ended December 31, 2025, 283,460 PSUs were redeemed, with a cash payout of $0.1 million, which was the fair value. During the year ended December 31, 2024, 201,258 PSUs were redeemed, with a cash payout of $0.1 million, which was the fair value. PSUs of 262,228 and 33,113, respectively, were forfeited during the years ended December 31, 2025 and 2024.

Gold Resource Corporation

Deferred Stock Units

A summary of DSU activity under the Incentive Plan for the years ended December 31, 2025 and 2024 are presented below:


		Deferred Stock Units		Liability Balance (in thousands)			Weighted Average Grant Date Fair Value
Outstandingas of December 31, 2023		586,291		$	223		$	1.36
Granted in lieu of board fees		297,093						0.32
Outstandingas of December 31, 2024		883,384		$	203		$	1.01
Granted in lieu of board fees		115,228						0.68
Redeemed ⁽¹⁾		(23,975)						0.90
Withheld for net settlement		(27,267)						0.90
Outstandingas of December 31, 2025		947,370		$	784		$	0.97

(1) In connection with the departure of Alberto Reyes, the Company’s former Chief Operating Officer, 51,242 outstanding DSUs were paid out to Mr. Reyes in shares of the Company’s common stock by issuing 23,975 common shares, with 27,267 DSUs forfeited for taxes.

Effective January 1, 2021, the Company’s Board of Directors, on the recommendation of the Compensation Committee, implemented a program to issue deferred stock units to members of the Company’s Board of Directors. Additionally, members of the Board may elect, at the beginning of each year, that a portion of their board fees be paid in DSUs rather than in cash. DSUs are qualifying instruments under the terms of the Company’s Incentive Plan, and therefore, do not require additional shareholder approval. The vesting and settlement terms of the DSUs are determined by the Compensation Committee at the time the DSUs are awarded.

DSUs are vested immediately at grant and are redeemable in cash or shares—at the discretion of the Company—at the earlier of 10 years or upon the eligible directors’ termination and expected to be paid in cash. Termination is deemed to occur on the earliest of (1) the date of voluntary resignation or retirement of the director from the Board; (2) the date of death of the director; or (3) the date of removal of the director from the Board whether by shareholder resolution, failure to achieve re-election, or otherwise; and on which date the director is not a director or employee of the Company or any of its affiliates. These awards contain a cash settlement feature and are therefore classified as a liability and are marked to fair value each reporting period. As of December 31, 2025 and 2024, the Company has $0.8 million and $0.2 million, respectively, of other non-current liability related to the DSUs, based on the fair value of the Company’s stock price.

DSUs of 115,228 and 297,093 were granted to the Board of Directors in lieu of board fees at their request during the years ended December 31, 2025 and 2024, respectively. The weighted average grant date fair value per share of DSUs granted during the years ended December 31, 2025 and 2024 was $0.68 and $0.32, respectively. The grant date fair value of DSUs is determined by the 20-day volume-weighted average price of the Company’s common shares at grant date. During the year ended December 31, 2025, 23,975 DSUs were redeemed with a fair value of $0.1 million, and no DSUs were redeemed during the year ended December 31, 2024.

Gold Resource Corporation

19.

Other Expense, net

During the years ended December 31, 2025 and 2024, other expense, net consisted of the following:


	For the year ended December 31,
	2025		2024
	(in thousands)
Unrealized currency exchange loss	$	1,769	$	2,225
Realized currency exchange loss		646		245
Realized and unrealized gain from gold and silver rounds, net		(92)		(34)
Realized and unrealized loss from sale of investments ⁽¹⁾		1		3,001
Loss on disposal of fixed assets		3		4
Interest on streaming liabilities ⁽²⁾		16,498		13,245
Severance		459		674
Interest on note payable		181		—
Loss on loan payoff		479		—
Other expense		1,831		92
Total	$	21,775	$	19,452

(1)

In the first quarter of 2025, through its subsidiary, Aquila Resources USA Inc., the Company entered into a share purchase agreement with multiple purchasers to sell all of its interest in the Green Light Metals shares, for C$0.10 per share, for total net proceeds of C$1.2 million ($0.9 million), which was received on February 11, 2025. As of December 31, 2024, the fair value of the investment was $0.9 million. Further, on September 23, 2024, all the common shares of Maritime were sold in a private placement transaction for C$0.034 per share to a related party, Dundee Corporation, for total proceeds of C$1.6 million (or $1.2 million).

(2)

Periodic interest expense is based on a fixed market rate of interest which is reviewed quarterly if there are any contractual amendments relating to the Osisko Stream Agreements.

20.

Net Loss per Common Share

Basic loss per common share is calculated based on the weighted average number of shares of common stock outstanding for the period. Diluted Loss per common share is calculated based on the assumption that stock options outstanding, which have an exercise price less than the average market price of the Company’s common stock during the period, would have been exercised on the later of the beginning of the period or the date granted and that the funds obtained from the exercise were used to purchase common shares at the average market price during the period. All of the Company’s restricted stock units are considered to be anti-dilutive because of the net loss. As of December 31, 2025 and 2024, restricted stock units of 1.3 million and 2.2 million, respectively, with no exercise price were outstanding but had no dilutive effect due to the net loss. Deferred share units and performance share units are accounted for as liability instruments, as the Company is expecting to settle these in cash. However, the Company has the option to elect to settle the deferred share units and performance share units in equity. As of December 31, 2025 and 2024, deferred share units of 0.9 million and 0.9 million, respectively, with no exercise price were outstanding but had no dilutive effect due to the net loss. As of December 31, 2025 and 2024, performance share units of 0.7 million and 1.3 million, respectively, with no exercise price were outstanding but had no dilutive effect due to the net loss. As of December 31, 2025, the Company had outstanding warrants of 1.5 million, with a weighted average exercise prices of $0.65, which had no dilutive effect due to the net loss. As of December 31, 2024, the Company had no outstanding warrants.

The effect of the Company’s dilutive securities is calculated using the treasury stock method, and only those instruments that result in a reduction in net income per common share are included in the calculation. Options to purchase 0.8 million shares of common stock at weighted average exercise prices of $3.05 were outstanding as of December 31, 2025 but had no dilutive effect due to the net loss. Options to purchase 0.8 million shares of common stock at weighted average exercise prices of $2.99 were outstanding as of December 31, 2024 but had no dilutive effect due to the net loss. Additionally, the exercise price of the options exceeded the average price of the Company’s common stock during both of those periods, and therefore those options were anti-dilutive.

Gold Resource Corporation

Basic and diluted net loss per common share is calculated as follows:


		For the year ended December 31,
		2025			2024
Numerator:
Net loss (in thousands)		$	(6,459)		$	(56,501)

Denominator:
Basic and diluted weighted average common shares outstanding			137,319,804			91,949,110

Basic and diluted net loss per common share		$	(0.05)		$	(0.61)

21. Fair Value Measurement

Level 1 Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;

Level 2 Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; and

Level 3 Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity.)


	As of December 31,		As of December 31,
	2025		2024		Input Hierarchy Level
	(in thousands)
Cash equivalents	$	22,141	$	20	Level 1
Accounts receivable, net	$	13,253	$	2,184	Level 2
Investment in equity securities-Green Light Metals	$	—	$	852	Level 3

The following methods and assumptions were used to estimate the fair value of each class of financial instrument:

Cash equivalents: Cash equivalents primarily consist of a sweep account into money market funds, which are held at cost, which approximates fair value.

Accounts receivable, net: Accounts receivable, net include amounts due to the Company for deliveries of concentrates and doré sold to customers. Concentrate sales contracts provide for provisional pricing as specified in such contracts. These sales contain an embedded derivative related to the provisional pricing mechanism which is bifurcated and accounted for as a derivative. At the end of each reporting period, the Company records an adjustment to sales to reflect the mark-to-market of outstanding provisional invoices based on the forward price curve. Because these provisionally priced sales have not yet settled as of the reporting date, the mark-to-market adjustment related to these invoices is included in accounts receivable as of each reporting date. At December 31, 2025 and 2024, the Company had

Gold Resource Corporation

100

an unrealized gain of $5.9 million and an unrealized loss of $7 thousand, respectively, included in its accounts receivable on the accompanying Consolidated Balance Sheets related to mark-to-market adjustments. Please see Item 8. Financial Statements — Note 16. Derivatives for additional information.

Investment in equity securities—Green Light Metals: Upon maturity on December 28, 2022, the Company received 12,250,000 private shares of Green Light Metals, which settled the promissory note receivable from Green Light Metals. The shares received represented approximately 28.5% ownership at the time. In the first quarter of 2025, through Aquila, the Company entered into a share purchase agreement with multiple purchasers to sell all of its interest in the Green Light Metals shares, for C$0.10 per share, for total net proceeds of C$1.2 million ($0.9 million), which was received on February 11, 2025. As of December 31, 2024, the value of this equity investment was $0.9 million.

Gains and losses related to changes in the fair value of embedded derivates (in thousands) in accounts receivable were included in the Company’s Consolidated Statements of Operations as shown in the following:


			For the year ended December 31,				Statements of
	Note		2025		2024		Operations Classification
Realized and unrealized derivative gain, net	16		$	6,503	$	970	Sales, net

Realized/Unrealized Derivatives

The following tables summarize the Company’s realized/unrealized derivatives, net (in thousands):


		Gold			Silver			Copper			Lead			Zinc			Total
For the year ended December 31, 2025
Realized gain (loss)		$	267		$	421		$	4		$	(10)		$	(79)		$	603
Unrealized gain			338			5,504			34			20			4			5,900
Total realized/unrealized derivatives, net		$	605		$	5,925		$	38		$	10		$	(75)		$	6,503


		Gold			Silver			Copper			Lead			Zinc			Total
For the year ended December 31, 2024
Realized gain		$	463		$	351		$	83		$	18		$	316		$	1,231
Unrealized (loss) gain			(46)			(47)			(29)			8			(147)			(261)
Total realized/unrealized derivatives, net		$	417		$	304		$	54		$	26		$	169		$	970

Gold Resource Corporation

101

22.

Supplementary Cash Flow Information

During the years ended December 31, 2025 and 2024, other operating adjustments and write-downs within the net cash provided by operations on the Consolidated Statements of Cash Flows consisted of the following:


	For the year ended December 31,
	2025		2024
	(in thousands)
Unrealized gain on gold and silver rounds	$	(92)	$	(31)
Unrealized foreign currency exchange loss		1,769		2,225
Unrealized loss on investments		—		2,446
Loss on disposition of fixed assets		3		4
Increase in reserve for inventory		422		168
Other, net		1,261		1,433
Total other operatingadjustments, net	$	3,363	$	6,245

23.

Segment Reporting

The Company’s operating segments reflect the way in which internally-reported financial information is used to make decisions and allocate resources. The Chief Executive Officer, who is considered to be the CODM, reviews financial information presented on both a consolidated and an operating segment basis for purposes of making decisions and assessing financial performance. Net income or loss before income taxes is the measure of segment profit or loss that is regularly reviewed and is most consistent with the measurement principles used in the consolidated financial statements. The significant expenses reviewed by the CODM are production costs, depreciation and amortization, reclamation and remediation, exploration expense, and other expense, net. The CODM uses this information to assess current and/or future performance expectations, and the result of this assessment may be a reallocation of financial and/or non-financial resources among the reportable segments.

Gold Resource Corporation

102

The following tables provide a summary of financial information related to the Company’s segments (in thousands):


					Total
	Oaxaca,		Michigan,		Reportable		Corporate
	Mexico		USA		Segments		and Other		Total
For the year ended December 31, 2025
Sales, net	$	99,759	$	—	$	99,759	$	—	$	99,759
Production costs		60,283		—		60,283		—		60,283
Depreciation and amortization		11,085		104		11,189		8		11,197
Reclamation and remediation		1,499		—		1,499		—		1,499
Exploration expense		1,857		793		2,650		—		2,650
G&A expenses, including Stock-based compensation		—		—		—		5,405		5,405
Other expense, net (1)		3,669		16,644		20,313		1,462		21,775
Income (loss) before income taxes	$	21,366	$	(17,541)	$	3,825	$	(6,875)	$	(3,050)

Total assets as of December 31, 2025	$	71,877	$	89,383	$	161,260	$	22,802	$	184,062
Expenditures for long-lived assets	$	21,333	$	—	$	21,333	$	—	$	21,333


								Total
		Oaxaca,			Michigan,			Reportable			Corporate
		Mexico			USA			Segments			and Other				Total
For the year ended December 31, 2024
Sales, net		$	65,726		$	—		$	65,726			$	—		$	65,726
Production costs			65,552			—			65,552				—			65,552
Depreciation and amortization			17,982			109			18,091				29			18,120
Reclamation and remediation			2,545			—			2,545				—			2,545
Exploration expense			1,959			378			2,337				—			2,337
G&A expenses, including Stock-based compensation			—			—			—				4,960			4,960
Other expense, net (1)			3,013			16,078			19,091				361			19,452
Loss before income taxes		$	(25,325)			(16,565)		$	(41,890)			$	(5,350)		$	(47,240)

Total assets as of December 31, 2024		$	54,999		$	90,378		$	145,377			$	497		$	145,874
Expenditures for long-lived assets		$	8,646		$	—		$	8,646			$	—		$	8,646

(1)

Please see Item 8. Financial Statements—Note 19. Other Expense, net for additional information.

Gold Resource Corporation

103

Source: View Original Filing on SEC EDGAR

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