Gold Resource Q1 2026 profit and merger update

Rhea-AI Filing Summary

Gold Resource Corporation reported strong first quarter 2026 results from its Don David Gold Mine and updated investors on its planned merger with Goldgroup Mining Inc. The company sold 374,232 ounces of silver, 1,548 ounces of gold and 8,749 gold equivalent (AuEq) ounces in the quarter.

Total cash costs were $2,164 per AuEq ounce, and all-in sustaining costs were $3,476 per AuEq ounce, reflecting continued investment in mine infrastructure and drilling. Net income was $4.7 million, or $0.03 per share, with working capital of $40.2 million and cash and cash equivalents of $31.0 million as of March 31, 2026.

Under a definitive arrangement agreement, stockholders are expected to receive 1.4476 Goldgroup common shares for each Gold Resource share, with the transaction targeted to close in the third quarter of 2026, subject to customary approvals. The parties have received unconditional approval from the Mexican National Antitrust Commission.

Insights

Mining equity analyst

Gold Resource posted higher Q1 production, returned to profit, and advanced its all‑stock merger with Goldgroup.

Gold Resource’s Don David mine delivered a much stronger quarter, selling 1,548 ounces of gold and 374,232 ounces of silver. Gold equivalent ounces sold increased to 8,749 from 3,394 a year earlier, helped by higher metal production and significantly higher realized prices across gold, silver, copper and zinc.

Costs remain elevated, with total cash costs of $2,164 per AuEq ounce and all‑in sustaining costs of $3,476 per AuEq ounce due to ongoing investment in infrastructure and drilling. Even with these costs, the mine generated net income of $4.7 million, or $0.03 per share, and the company ended the quarter with $40.2 million in working capital and $31.0 million in cash.

The proposed merger with Goldgroup Mining Inc. is a major strategic step, with Gold Resource stockholders expected to receive 1.4476 Goldgroup shares per share, as adjusted by a Goldgroup share consolidation. The deal received unconditional clearance from the Mexican National Antitrust Commission on April 27, 2026 and is expected to close in the third quarter of 2026, subject to stockholder approvals and other customary conditions.

8-K Event Classification

2 items: 2.02, 9.01

2 items

Item 2.02 Results of Operations and Financial Condition Financial

Disclosure of earnings results, typically an earnings press release or preliminary financials.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Gold sales: 1,548 ounces Silver sales: 374,232 ounces Gold equivalent ounces sold: 8,749 AuEq oz +5 more

8 metrics

Gold sales 1,548 ounces Gold sold in Q1 2026

Silver sales 374,232 ounces Silver sold in Q1 2026

Gold equivalent ounces sold 8,749 AuEq oz Total AuEq sold in Q1 2026

Total cash cost $2,164 per AuEq ounce Q1 2026 cash costs at Don David

All-in sustaining cost $3,476 per AuEq ounce Q1 2026 AISC including investments

Net income $4.7 million Q1 2026 net income, $0.03 per share

Working capital $40.2 million As of March 31, 2026

Merger exchange ratio 1.4476 Goldgroup shares per GORO share Proposed consideration under arrangement agreement

Key Terms

gold equivalent (AuEq) ounces, all-in sustaining cost, working capital, Arrangement Agreement, +2 more

6 terms

gold equivalent (AuEq) ounces financial

"and a total gold equivalent (“AuEq”) ounces of 8,749."

Gold equivalent (AuEq) ounces express the total value of various metals in a mineral deposit or production stream as if they were all converted into ounces of gold, using current metal prices and typical recovery rates. Investors use AuEq to compare projects or companies on a common scale—like converting different currencies into dollars—so they can judge overall metal output and value without tracking each metal separately.

all-in sustaining cost financial

"resulted in an all-in sustaining cost of $3,476 per AuEq ounce."

All-in sustaining cost (AISC) is a per-unit measure that shows the full, ongoing cost to produce a commodity, typically an ounce of metal, including direct mining costs, sustaining capital (ongoing equipment and mine upkeep), royalties, and general overhead. For investors it matters because AISC reveals the durable earning power and true profit margin of a producer—like calculating the total monthly cost to own and operate a car to judge whether selling rides is profitable over time.

working capital financial

"with $40.2 million in working capital and $31.0 million in cash"

Working capital is the money a business has available to cover its daily expenses, like paying bills and buying supplies. It’s like the cash in your wallet that helps you handle everyday costs; having enough ensures the business can operate smoothly without running into money shortages.

Arrangement Agreement regulatory

"entered into a definitive arrangement agreement and plan of merger (the “Arrangement Agreement”)"

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

Section 3(a)(10) of the Securities Act regulatory

"anticipated to be issued in reliance upon available exemptions from registration requirements pursuant to Section 3(a)(10) of the Securities Act"

TSX Venture Exchange regulatory

"Neither the TSX Venture Exchange nor its Regulation Services Provider"

A junior stock exchange in Canada where smaller, early-stage companies list shares to raise capital and gain public visibility. Think of it as a farmers’ market for young businesses: it offers investors a chance to buy into fast-growing but higher-risk ventures, with looser listing rules and typically lower liquidity than major exchanges. It matters because performance and financing on this exchange can signal growth prospects or risk for investors.

Earnings Snapshot

Net income: $4.7 million

Q1 2026

Net income $4.7 million

Earnings per share $0.03 per share

Gold equivalent ounces sold 8,749 AuEq oz

All-in sustaining cost $3,476 per AuEq ounce

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What were Gold Resource Corporation (GORO) key production and sales results for Q1 2026?

Gold Resource sold 1,548 ounces of gold, 374,232 ounces of silver, and a total of 8,749 gold equivalent (AuEq) ounces in Q1 2026. These volumes reflect stronger output from the Don David Gold Mine compared with the same quarter in 2025.

What net income and earnings per share did GORO report for the first quarter of 2026?

Gold Resource generated net income of $4.7 million, equal to $0.03 per share, in Q1 2026. Management emphasized this quarter as a return to positive net income while continuing to invest in mine infrastructure and drilling activities at the Don David Gold Mine.

What are Gold Resource Corporation’s cash, working capital and cost metrics as of Q1 2026?

As of March 31, 2026, Gold Resource reported $40.2 million in working capital and $31.0 million in cash and cash equivalents. For the quarter, total cash costs were $2,164 per AuEq ounce and all‑in sustaining costs were $3,476 per AuEq ounce.

What are the terms and status of GORO’s proposed merger with Goldgroup Mining Inc.?

Under a definitive arrangement agreement, Gold Resource stockholders will receive 1.4476 Goldgroup common shares for each share of Gold Resource. The transaction is expected to close in the third quarter of 2026, following stockholder approvals, and has unconditional clearance from the Mexican National Antitrust Commission.

How did realized metal prices for GORO in Q1 2026 compare by metal type?

In Q1 2026, Gold Resource realized $5,098 per ounce for gold and $98.09 per ounce for silver. It also realized $13,649 per tonne for copper, $1,938 per tonne for lead, and $3,248 per tonne for zinc, all higher than Q1 2025 levels.

When will Gold Resource Corporation hold its first quarter 2026 conference call?

Gold Resource plans to host its Q1 2026 conference call on Tuesday, May 12, 2026, at 10:00 a.m. Eastern Time. The call will feature prepared remarks followed by a live Q&A and will be recorded and posted on the company’s website afterward.

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

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Accepted by SEC EDGAR 05/07/2026 - 05:51 PM EDT Learn about SEC filing dates

0001160791false00011607912026-05-072026-05-07

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

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Date of Report (Date of earliest event reported): May 7, 2026

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GOLD RESOURCE CORPORATION

(Exact name of registrant as specified in its charter)

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Colorado	001-34857	84-1473173
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

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7887 East Belleview Avenue, Suite 1100	​	​
Denver, Colorado	​	80111
(Address of principal executive offices)	​	(Zip Code)

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Registrant’s telephone number including area code: (303) 320-7708

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(Former name or former address, if changed since last report)

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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:

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☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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☒ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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☐ 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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Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	GORO	NYSE American

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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 growth company ☐

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. ◻

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1.01

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Item 2.02 Results of Operations and Financial Condition

On May 7, 2026, Gold Resource Corporation (the “Company”) issued a news release reporting its production and unaudited financial results for the three months ending March 31, 2026. A copy of the news release is attached as Exhibit 99.1 to this report.

In accordance with General Instruction B.2 of Form 8-K, the information in this Item 2.02, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (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.

Item 9.01 Financial Statements and Exhibits.

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(d) Exhibits. The following exhibits are furnished with this report:

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99.1	​	News Release dated May 7, 2026
104	​	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURE

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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.

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​	​	GOLD RESOURCE CORPORATION
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Date: May 7, 2026		By:	/s/ Allen Palmiere
		Name:	Allen Palmiere
		Title:	Chief Executive Officer and President

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Exhibit 99.1

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NEWS - FOR IMMEDIATE RELEASE	NYSE American: GORO
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GOLD RESOURCE CORPORATION ANNOUNCES

FIRST QUARTER 2026 RESULTS

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Denver, Colorado – May 7, 2026 – Gold Resource Corporation (NYSE American: GORO) (the “Company”) is pleased to announce the first quarter production results from its Don David Gold Mine. During the quarter, the Company’s production included sales of 374,232 ounces of silver, 1,548 ounces of gold, and a total gold equivalent (“AuEq”) ounces of 8,749. Total cash costs were $2,164 per AuEq ounce, and with continued investment in the mine infrastructure and drilling resulted in an all-in sustaining cost of $3,476 per AuEq ounce. The Company had a net income of $4.7 million, or $0.03 per share, for the quarter.

“We are pleased to report another strong quarter and returning the Company to positive net income, with $40.2 million in working capital and $31.0 million in cash and cash equivalents as of March 31, 2026,” said Allen Palmiere, President and CEO. “We continued to make meaningful progress in strengthening operational performance at Don David while advancing the proposed transaction with Goldgroup Mining Inc., which we expect to close in the third quarter. Our ongoing exploration programs continue to expand resources in the area surrounding the mine and the definition drilling has been improving our margins. As we work through the transaction, our team continues to focus on disciplined execution, safety, cost and grade control, and the delivery of returns for our shareholders.”

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Don David Operational Highlights for the Quarter

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● In the first quarter of 2026, DDGM, located in Mexico, produced and sold a total of 8,749 AuEq ounces, comprised of 1,548 gold ounces and 374,232 silver ounces, at an average realized sales price per ounce of $5,098 and $98.09, respectively. The 74,444 total tonnes milled was 31% higher than in the same period in 2025. Metal production for gold and silver increased by 126% and 54%, respectively. Copper, lead, and zinc production also increased by 39%, 36%, and 64%, respectively.

● During the first quarter of 2026, underground grade-control, infill, and selective expansion drilling continued to focus on near-term production targets at Arista and at the Alta Gracia project. At Arista, drilling supported production planning and refinement of the geologic model for veins within the Arista system, including the Viridiana, Gisela, Candelaria, Marena North and Splay 31 veins, as well as the Sandy and Sadie veins of the Three Sisters system. Limited surface expansion drilling also commenced during the quarter, testing the Isabel SE target. At the Alta Gracia Project, surface and underground infill and expansion drilling advanced evaluation of the Mirador and Independencia vein systems.

Merger Update

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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 (as adjusted by a share consolidation to be completed by Goldgroup prior to closing). 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.

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Sales Statistics	​	​	​	​	​	​
​	​	For the three months ended March 31,
​	​ ​ ​	2026		​ ​ ​	2025
Metal produced and sold	​	​	​	​	​	​
Gold (ozs.)	​	​	1,548	​	​	859
Silver (ozs.)	​	​	374,232	​	​	230,320
Copper (tonnes)	​	​	69	​	​	50
Lead (tonnes)	​	​	353	​	​	277
Zinc (tonnes)	​	​	962	​	​	617
Average metal prices realized (1)	​	​	​	​	​	​
Gold ($ per oz.)	​	$	5,098	​	$	2,956
Silver ($ per oz.)	​	$	98.09	​	$	32.54
Copper ($ per tonne)	​	$	13,649	​	$	9,656
Lead ($ per tonne)	​	$	1,938	​	$	1,950
Zinc ($ per tonne)	​	$	3,248	​	$	2,710
Gold equivalent ounces sold	​	​	​	​	​	​
Gold Ounces	​	​	1,548	​	​	859
Gold Equivalent Ounces from Silver	​	​	7,201	​	​	2,535
Total AuEq oz	​	​	8,749	​	​	3,394

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(1) Average metal prices realized vary from the market metal prices due to final settlement adjustments from our provisional invoices. Our average metal prices realized will therefore differ from the average market metal prices in most cases.

Trending Highlights

​	2025								​	2026
​	Q1	Q2			Q3		Q4		​	Q1
Operating Data	​	​			​		​		​	​
Total tonnes milled	56,906	63,479			65,131		85,888		​	74,444
Average Grade	​	​			​		​		​	​
Gold (g/t)	0.70	0.56			1.11		0.96		​	1.10
Silver (g/t)	169	115			250		298		​	203
Copper (%)	0.18	0.13			0.16		0.16		​	0.15
Lead (%)	0.72	0.88			0.63		0.58		​	0.72
Zinc (%)	1.68	2.72			1.57		1.22		​	1.91
Metal production (before payable metal deductions) (2)	​	​			​		​		​	​
Gold (ozs.)	903	758			1,646		1,993		​	2,039
Silver (ozs.)	257,285	196,435			453,057		687,523		​	396,448
Copper (tonnes)	54	50			73		87		​	75
Lead (tonnes)	272	373			241		306		​	370
Zinc (tonnes)	699	1,380			784		750		​	1,143

(2) The difference between what we report as "Metal Production" and "Metal Sold" is attributable to the difference between the quantities of metals contained in the concentrates we produce versus the portion of those metals actually paid for according to the terms of our sales contracts. Differences can also arise from inventory changes related to shipping schedules, or variances in ore grades and recoveries which impact the amount of metals contained in concentrates produced and sold.

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First Quarter 2026 Conference Call

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The Company will host a conference call on Tuesday, May 12, 2026, at 10:00 a.m. Eastern Time.

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The conference call will be recorded and posted to the Company’s website later in the day following the conclusion of the call. Following prepared remarks, Allen Palmiere, President and Chief Executive Officer, Armando Alexandri, Chief Operating Officer, and Chet Holyoak, Chief Financial Officer, will host a live question and answer (Q&A) session. There are two ways to join the conference call.

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To join the conference via webcast, please click on the following link:

https://onlinexperiences.com/Launch/QReg/ShowUUID=9408713A-18B6-4113-B697-6504F8C08A29

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To join the call via telephone, please use the following dial-in details:

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Participant Toll Free:	+1 (800) 717-1738
International:	+1 (289) 514-5100
Conference ID:	05743 ​

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Please connect to the conference call at least 10 minutes prior to the start time using one of the connection options listed above.

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About GRC:

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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. 

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Forward-Looking Statements:

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This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. 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, the anticipated closing timeline for the Transaction. All forward-looking statements in this press release are based upon information available to the Company as of the date of this press release, and the Company assumes no obligation to update any such forward-looking statements. Forward-looking statements involve a number of risks and uncertainties, and there can be no assurance that such statements will prove to be accurate. The Company’s actual results could differ materially from those discussed in this press release. Forward-looking statements are subject to risks and uncertainties. Additional risks related to the Company may be found in the periodic and current reports filed with the Securities and Exchange Commission (the “SEC”) by the Company, including the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, as amended (the “2025 Annual Report”), which are available on the SEC’s website at https://www.sec.gov.

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IMPORTANT INFORMATION FOR INVESTORS AND STOCKHOLDERS

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This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Any securities issued in the Transaction are anticipated to be issued in reliance upon available exemptions from registration requirements pursuant to Section 3(a)(10) of the Securities Act and applicable exemptions under state securities laws. Promptly after filing its definitive proxy statement with the SEC, the Company will send the definitive proxy statement to each stockholder of the Company entitled to vote at the meeting of stockholders relating to the Transaction and the transactions contemplated in connection therewith. This communication is not a substitute for the proxy statement or for any other document that the

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Company may file with the SEC and send to the Company’s stockholders in connection with the potential transaction. INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ THE PROXY STATEMENT AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders will be able to obtain free copies of the proxy statement (when available) and other documents filed with the SEC by the Company through the website maintained by the SEC at http://www.sec.gov.

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The Company and certain of its respective directors, executive officers and other members of management and employees may be considered participants in the solicitation of proxies with respect to the potential Transaction under the rules of the SEC. Information about the directors and executive officers of the Company is set forth in the 2025 Annual Report. These documents can be obtained free of charge from the sources indicated above. Additional information regarding the interests of such participants in the solicitation of proxies in respect of the potential transaction will be included in the registration statement and proxy statement and other relevant materials to be filed with the SEC when they become available.

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Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accept responsibility for the adequacy or accuracy of this release.

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Contacts:

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Chet Holyoak

Chief Financial Officer

Chet.Holyoak@grc-usa.com

www.GoldResourceCorp.com 303-320-7708

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Filing Exhibits & Attachments

4 documents

Press Releases

• EX-99.1 EX-99.1 102.7 KB

Other Documents

• EX-101 EX-101.SCH 2.9 KB
• EX-101 EX-101.LAB 15.6 KB
• EX-101 EX-101.PRE 10.6 KB