Gold Resource Corporation (NYSE: GORO) closes Goldgroup merger and shifts NYSE listing
Rhea-AI Filing Summary
Gold Resource Corporation completed its previously announced merger with Goldgroup Mining Inc. on July 17, 2026. A Goldgroup subsidiary merged with Gold Resource Corporation, which continues as the surviving corporation and is now a direct, wholly owned subsidiary of Goldgroup, resulting in a change of control.
At the effective time, each outstanding share of Gold Resource Corporation common stock was converted into the right to receive 0.3619 Goldgroup common shares, with fractional shares rounded up to the nearest whole share. Goldgroup assumed and converted outstanding stock options, DSUs, RSUs and PSUs into awards for Goldgroup shares based on this exchange ratio, generally preserving prior terms.
Gold Resource Corporation has requested suspension and withdrawal of its NYSE American listing, with a Form 25 to deregister its common stock under Section 12(b), and intends to file a Form 15 to suspend its Exchange Act reporting obligations. Goldgroup has applied to list the resulting issuer shares on the NYSE American under the ticker symbol “GORO,” while reconstituting its board and senior management following the combination.
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FAQ
What happened to Gold Resource Corporation (GORO) in the July 2026 merger?
How does the merger affect GORO’s NYSE American listing and Goldgroup’s trading status?
What are the reporting obligations of GORO after becoming a Goldgroup subsidiary?
Were GORO’s equity awards affected by the Goldgroup merger?
What board and management changes occurred at Goldgroup after the GORO merger (symbol GORO)?
What regulatory approvals and conditions applied to the GORO–Goldgroup merger?
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Introductory Note
On July 17,2026 (the “Closing Date”), Gold Resource Corporation (the “Company”), completed its previously announced merger pursuant to the Arrangement Agreement and Plan of Merger (the “Arrangement Agreement”), dated as of January 25, 2026, as amended on May 15, 2026, by and among the Company, Goldgroup Mining Inc., a corporation incorporated under the laws of the Province of British Columbia (“Goldgroup”), and Goldgroup Merger Sub Inc., a Colorado corporation and direct subsidiary of Goldgroup (“Purchaser Sub”). Pursuant to the Arrangement Agreement, Purchaser Sub merged with and into the Company, with the Company continuing as the surviving corporation as a direct, wholly owned subsidiary of Goldgroup (such transaction, the “Merger”).
| Item 2.01 | Completion of Acquisition or Disposition of Assets. |
On the Closing Date, the Merger was consummated. Pursuant to the Arrangement Agreement, at the effective time of the Merger (the “Effective Time”), each outstanding share of common stock of the Company, par value $0.001 per share (“Company Stock”), was converted into the right to receive 1.4476 common shares of Goldgroup post-Merger (“Resulting Issuer Shares”) (adjusted to 0.3619 Resulting Issuer Shares as a result of a four-for-one share consolidation completed by Goldgroup prior to closing) (the “Exchange Ratio”). Any stockholder of the Company who would otherwise have been entitled to receive a fraction of a Resulting Issuer Share pursuant to the Merger (after taking into account all the Company Stock held immediately prior to the Effective Time by such holder) had their holdings of Resulting Issuer Shares rounded up to the nearest whole share.
Pursuant to the Arrangement Agreement, at the Effective Time, all outstanding stock options (“Options”), deferred share units (“DSUs”), and restricted share units (“RSUs”) of the Company were assumed by Goldgroup and converted into equivalent awards for Resulting Issuer Shares, adjusted by the Exchange Ratio (other than Options held by residents of Canada, which were deemed to be vested to the fullest extent and exchanged for options exercisable for Resulting Issuer Shares (the “Replacement Options”), as adjusted by the Exchange Ratio). Performance share units (“PSUs” and, together with the Options, DSUs and RSUs, the “Company Awards”) of the Company were converted into time-vested RSUs based on performance through the Effective Time, as determined by the compensation committee of the Company and as adjusted by the Exchange Ratio. All assumed and converted Company Awards and any Replacement Options are generally subject to the same terms and conditions as were applicable to the corresponding Company Award prior to the assumption and conversion or exchange of the award by Goldgroup.
The foregoing descriptions of the Arrangement Agreement are qualified in their entirety by reference to the full text of the Arrangement Agreement, which was previously filed as an exhibit to the Company’s Current Report on Form 8-K filed on January 26, 2026, and is incorporated herein by reference.
| Item 3.01 | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
On the Closing Date, in connection with the consummation of the Merger, the Company notified NYSE American LLC (the “NYSE American”) that the Merger had been consummated and requested that the trading of its Common Stock on the NYSE American be suspended and that the listing of its Common Stock on the NYSE American be withdrawn. In addition, the Company requested that the NYSE American file with the Securities and Exchange Commission (the “SEC”) a notification on Form 25 to report the delisting of its Common Stock from the NYSE American and to deregister its Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Goldgroup has submitted an application to the NYSE American to list the Resulting Issuer Shares thereon.
The Company intends to file with the SEC a Form 15 to suspend the Company’s reporting obligations under Section 13 and Section 15(d) of the Exchange Act.
| Item 3.03 | Material Modification to Rights of Security Holders. |
The information set forth in the Introductory Note and Items 2.01, 3.01, 5.01, and 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
| Item 5.01 | Changes in Control of Registrant. |
The information set forth in the Introductory Note and Items 2.01, 5.02, and 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
As a result of the consummation of the Merger, a change of control of the Company occurred, and the Company became a direct, wholly owned subsidiary of Goldgroup.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
In connection with the consummation of the Merger, Allen Palmiere, Peter Gianulis, Lila Manassa Murphy and Ron Little ceased to be directors of the Company at the Effective Time. The departures of the former directors were in connection with the Merger and not due to any disagreement with the Company on any matter.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
In connection with the completion of the Merger and pursuant to the Arrangement Agreement, at the Effective Time, the articles of incorporation and bylaws of Purchaser Sub, as in effect immediately prior to the Effective Time, became the articles of incorporation and bylaws of the Company, respectively. Copies of the Company’s amended and restated articles of incorporation and bylaws are filed as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.
| Item 7.01 | Regulation FD Disclosure. |
On July 15, 2026, Goldgroup, the direct parent of the Company, and the Company issued a joint press release announcing the expected ticker symbol of the combined company. Additionally, on July 17, 2026, Goldgroup and the Company issued a joint press release announcing the completion of the Merger. A copy of both press releases are attached as Exhibits 99.1 and 99.2, respectively, and are incorporated herein by reference.
In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liability of that section, and shall not be incorporated by reference into any of the Company’s filings or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
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| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description | |
| 2.1† | Arrangement Agreement and Plan of Merger, dated as of January 25, 2026, between Gold Resource Corporation, Goldgroup Mining Inc. and Goldgroup Merger Sub Inc. (incorporated by reference from Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 26, 2026) | |
| 2.1.1 | First Amendment to the Arrangement Agreement and Plan of Merger, dated as of May 15, 2026, by and among Gold Resource Corporation, Goldgroup Mining Inc. and Goldgroup Merger Sub Inc. (incorporated by reference from Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on May 15, 2026) | |
| 3.1 | Amended and Restated Articles of Incorporation of Gold Resource Corporation | |
| 3.2 | Amended and Restated Bylaws of Gold Resource Corporation | |
| 99.1 | Press Release, dated July 15, 2026 | |
| 99.2 | Press Release, dated July 17, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| † | Certain schedules or similar attachments to this exhibit have been omitted in accordance with Item 601(a)(5) of Regulation S-K. The registrant hereby agrees to furnish supplementally to the SEC upon request a copy of any omitted schedule or attachment to this exhibit. |
3
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| GOLD RESOURCE CORPORATION | ||
| Date: July 17, 2026 | By: | /s/ Allen Palmiere |
| Name: | Allen Palmiere | |
| Title: | Chief Executive Officer and President | |
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Exhibit 99.1
NEWS FOR IMMEDIATE RELEASE
GOLDGROUP MINING AND GOLD RESOURCE CORPORATION
ANNOUNCE EXPECTED TICKER SYMBOL OF COMBINED COMPANY
VANCOUVER, CANADA / DENVER, COLORADO, USA – July 15, 2026 – Goldgroup Mining Inc. (TSX-V: GGA; OTC: GGAZD) (“Goldgroup” or the “Company”) and Gold Resource Corporation (NYSE American: GORO) (“GRC”) are pleased to announce that subject to obtaining all required approvals, including the approval of the TSX Venture Exchange, and the satisfaction or waiver of all required closing conditions for the previously announced merger (the “Merger”) pursuant to the Arrangement Agreement and Plan of Merger dated January 25, 2026 and amended on May 15, 2026, by and among GRC, Goldgroup, and Goldgroup Merger Sub Inc., a wholly owned subsidiary of Goldgroup, Goldgroup’s common shares are expected to commence trading under the ticker symbol “GORO” on the NYSE American LLC (the “NYSE American”) after the closing of the Merger.
Subject to the above-mentioned approvals and conditions, the Merger is expected to be consummated after the market close on July 17, 2026. As a result of the Merger, Goldgroup’s common shares are expected to commence trading on the NYSE American and GRC’s common stock is expected to be delisted from the NYSE American, in each case prior to the market open on July 20, 2026. Goldgroup’s common shares will no longer be quoted on the OTC Markets upon commencement of trading on the NYSE American.
About Goldgroup
Goldgroup is a Canadian-based mining company with two high-growth gold assets in Mexico. The Company holds a 100% interest in the recently acquired San Francisco project located in the State of Sonora. The project is fully permitted for a rapid restart of mining operations and is comprised of two open pits together with heap leach processing facilities and associated infrastructure. It is a robust project with significant gold resources and strong upside in terms of optimized development and multiple, large-scale exploration targets. In addition to the San Francisco gold project, the Company has a 100% interest in the producing Cerro Prieto heap leach gold mine located in the State of Sonora.
Goldgroup is led by a team of highly successful and seasoned individuals with extensive expertise in mine development, corporate finance, and exploration in Mexico.
For further information on Goldgroup, please visit www.goldgroupmining.com.
About GRC
Gold Resource Corporation is a gold and silver producer, developer, and explorer with its operations centered on the Don David Gold Mine in Oaxaca, Mexico. Under the direction of an experienced board and senior leadership team, the company’s focus is to unlock the significant upside potential of its existing infrastructure and large land position surrounding the mine in Oaxaca, Mexico and to develop the Back Forty Project in Michigan, USA. For more information, please visit the company’s website, located at www.goldresourcecorp.com.
Contacts
Ralph Shearing
Chief Executive Officer
Goldgroup Mining Inc.
(604) 306-6867
www.goldgroupmining.com
Allen Palmiere
Chief Executive Officer
Gold Resource Corporation
(720) 459-3854
www.goldresourcecorp.com
Forward-Looking Statements
Certain information contained in this news release, including any information relating to future financial or operating performance, may be considered “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). Forward-looking words such as “plan,” “target,” “anticipate,” “believe,” “estimate,” “intend” and “expect” and similar expressions are intended to identify such forward-looking statements. Such forward-looking statements include, without limitation, statements regarding the expected ticker symbol and commencement of trading of GRC’s common shares on the NYSE American and the expected delisting of GRC’s shares of common stock on the NYSE American. All forward-looking statements in this press release are based upon information available to GRC and Goldgroup as of the date of this press release, and neither GRC nor Goldgroup assume any obligation to update any such forward-looking statements except as required by applicable securities law. Forward-looking statements involve a number of risks and uncertainties, and there can be no assurance that such statements will prove to be accurate and readers are cautioned not to place undue reliance on such forward-looking statements. Actual results could differ materially from those discussed in this press release. Forward-looking statements are subject to risks and uncertainties, including that GRC’s delisting from the NYSE American and Goldgroup’s subsequent listing may not be completed on time as expected or at all. Additional risks related to GRC may be found in the periodic and current reports filed with the SEC by GRC, including GRC’s Annual Report on Form 10-K for the year ended December 31, 2025, as amended, which are available on the SEC’s website at https://www.sec.gov. Additional risks related to Goldgroup may be found in the risk factors disclosed in GRC’s management information circular dated May 29, 2026, Goldgroup’s annual information form dated June 10, 2026 and other continuous disclosure materials available under Goldgroup’s profile on SEDAR+ at www.sedarplus.ca. Any and all of the forward-looking information contained in this news release is qualified by these cautionary statements.
| 2 |
Exhibit 99.2
 |  |
NEWS FOR IMMEDIATE RELEASE
GOLDGROUP MINING AND GOLD RESOURCE CORPORATION
ANNOUNCE CLOSING
OF BUSINESS COMBINATION AND GOLDGROUP’S ANTICIPATED LISTING ON THE NYSE AMERICAN
VANCOUVER, CANADA / DENVER, COLORADO, USA – July 17, 2026 – Goldgroup Mining Inc. (TSX-V: GGA; OTC: GGAZD) (“Goldgroup” or the “Company”) and Gold Resource Corporation (NYSE American: GORO) (“GRC”) are pleased to announce that they have closed the previously announced merger (the “Merger”) pursuant to the Arrangement Agreement and Plan of Merger, dated January 25, 2026 and amended on May 15, 2026, by and among GRC, Goldgroup, and Goldgroup Merger Sub Inc., a wholly owned subsidiary of Goldgroup (“Merger Sub”). At the effective time of the Merger, GRC merged with and into Merger Sub, with GRC surviving as a wholly owned subsidiary of Goldgroup. As a result of the Merger, GRC shareholders are entitled to receive 0.3619 common shares of Goldgroup for each share of GRC’s common stock.
Allen Palmiere, Goldgroup’s new President and Chief Executive Officer, remarked: “The business combination of Goldgroup and GRC represents a transformational milestone. With the combined assets and resources of both entities, we expect Goldgroup to become a leading, Mexico-focused junior precious metals producer. This represents a tremendous opportunity and we look forward to the continued growth and development of the Company.”
The completion of the Merger follows the satisfaction of all closing conditions, including receipt of approval by the shareholders of each of GRC and Goldgroup on July 2, 2026, approval by the Mexican National Antitrust Commission (Comisión Nacional Antimonopolio) (the “NAC”) on April 23, 2026 (the “NAC Ruling”), final approval by the Supreme Court of British Columbia on July 6, 2026, and approval by the TSX Venture Exchange. In accordance with the NAC Ruling, the Company must deliver certain closing documentation to the NAC within thirty (30) business days of the closing of the Merger and the elements to determine final tariffs; otherwise, the Company may be subject to potential daily coercive penalties.
As a result of the Merger, GRC will be delisted from the NYSE American LLC (the “NYSE American”) prior to market open on or about July 20, 2026. Immediately following the delisting, Goldgroup will commence trading under the ticker symbol “GORO” on the NYSE American. Goldgroup’s common shares will no longer be quoted on the OTC Markets upon commencement of trading on the NYSE American. GRC will also apply to cease to be a reporting issuer in the applicable jurisdictions in Canada.
In connection with the completion of the Merger, the TSX Venture Exchange has approved the change of Goldgroup’s ticker symbol from “GGA” to “GORO,” which ticker symbol change is expected to become effective on or around Wednesday, July 22, 2026.
Board of Directors and Management
Upon closing of the Merger, Goldgroup’s board of directors and executive management was reconstituted. Goldgroup is pleased to confirm the appointment of Ron Little, Lila Manassa Murphy, Nicole Adshead-Bell, Luis Felipe Medina Aguirre and Francisco Javier Reyes de la Campa to its board of directors, and the appointment of Allen Palmiere as President and Chief Executive Officer, Chet Holyoak as Chief Financial Officer, and Armando Alexandri as Chief Operating Officer of the Company. Consequential changes have also been made to the boards of directors and officers of Goldgroup’s subsidiaries.
Goldgroup would like to thank the Company’s outgoing directors and executive officers for their dedicated service and contributions over the years and wish them all the best in their future endeavors.
About Goldgroup
Goldgroup is a Canadian-based mining company with three high-growth gold assets in Mexico. The Company holds a 100% interest in the recently acquired San Francisco project located in the State of Sonora. The project is fully permitted for a rapid restart of mining operations and is comprised of two open pits together with heap leach processing facilities and associated infrastructure. It is a robust project with significant gold resources and strong upside in terms of optimized development and multiple, large-scale exploration targets. In addition to the San Francisco gold project, the Company has a 100% interest in the producing Cerro Prieto heap leach gold mine located in the State of Sonora and the producing Don David Gold Mine in Oaxaca, Mexico.
Goldgroup is led by a team of highly successful and seasoned individuals with extensive expertise in mine development, corporate finance, and exploration in Mexico.
For further information on Goldgroup, please visit www.goldgroupmining.com.
Contacts
Allen Palmiere
Chief Executive Officer
Goldgroup Mining Inc.
(604)306-6867
www.goldgroupmining.com
Forward-Looking Statements:
Certain information contained in this news release, including any information relating to future financial or operating performance, may be considered “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). Forward-looking words such as “plan,” “target,” “anticipate,” “believe,” “estimate,” “intend” and “expect” and similar expressions are intended to identify such forward-looking statements. Such forward-looking statements include, without limitation, statements regarding the expected delisting of GRC’s shares of common stock on the NYSE American, the anticipated commencement of trading of Goldgroup’s common shares on the NYSE American, the associated removal of Goldgroup’s common shares from the OTC Markets and change of ticker symbol on the TSX Venture Exchange, and GRC’s application to cease as a reporting issuer in certain Canadian jurisdictions. All forward-looking statements in this press release are based upon information available to GRC and Goldgroup as of the date of this press release, and neither GRC nor Goldgroup assume any obligation to update any such forward-looking statements except as required by applicable securities law. Forward-looking statements involve a number of risks and uncertainties, and there can be no assurance that such statements will prove to be accurate and readers are cautioned not to place undue reliance on such forward-looking statements. Actual results could differ materially from those discussed in this press release. Forward-looking statements are subject to risks and uncertainties, including that GRC’s delisting from the NYSE American and Goldgroup’s subsequent listing may not be completed on time as expected or at all. Additional risks related to GRC may be found in the periodic and current reports filed with the SEC by GRC, including GRC’s Annual Report on Form 10-K for the year ended December 31, 2025, as amended, which are available on the SEC’s website at https://www.sec.gov. Additional risks related to Goldgroup may be found in the risk factors disclosed in GRC’s management information circular dated May 29, 2026, Goldgroup’s annual information form dated June 10, 2026, and other continuous disclosure materials available under Goldgroup’s profile on SEDAR+ at www.sedarplus.ca. Any and all of the forward-looking information contained in this news release is qualified by these cautionary statements.