GOLD RESOURCE CORP

DEFM14A 1 tm268689-5_defm14a.htm DEFM14A TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ​ ☐ Preliminary Proxy Statement ​ ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ​ ​ ☒ Definitive Proxy Statement ​ ☐ Definitive Additional Materials ​ ☐ Soliciting Material Pursuant to §240.14a-12 ​ GOLD RESOURCE CORPORATION ​ (Name of Registrant as Specified in its Charter) ​ (Name of Person(s) Filing Proxy Statement, if other than the Registrant) ​ Payment of Filing Fee (Check the appropriate box): ☐ No fee required. ​ ​ ☒ Fee paid previously with preliminary materials. ​ ​ ☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. ​ TABLE OF CONTENTS May 29, 2026 Dear Shareholders: You are cordially invited to attend a special meeting of the shareholders of Gold Resource Corporation (“ we ,” “ our ,” “ us ,” “ Gold Resource ,” or the “ Company ”) to be held virtually on July 2, 2026 at 10:30 a.m., Mountain time, at www.virtualshareholdermeeting.com/GORO2026SM (the “ Special Meeting ”). As previously announced, on January 25, 2026, we entered into an Arrangement Agreement and Plan of Merger (as amended as of May 15, 2026, the “ Arrangement Agreement ”) with 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 wholly owned subsidiary of Goldgroup (“ Merger Sub ”). The Arrangement Agreement provides that, among other things and subject to the terms and conditions of the Arrangement Agreement, the proposed transaction will occur by way of a reverse triangular merger in which Merger Sub will merge with and into the Company under Colorado law, with the Company surviving and continuing as the surviving company as a wholly owned subsidiary of Goldgroup (such transaction, the “ Merger ”) and a plan of arrangement pursuant to Part 9, Division 5 of the Business Corporations Act (British Columbia) (the “ BCBCA ”). A complete copy of the Arrangement Agreement is attached as Annex A to the accompanying proxy statement. As consideration for the Merger, each outstanding share of common stock of the Company, par value $0.001 per share (each, a “ Company Share ”), will be transferred to Goldgroup in exchange for 1.4476 common shares of Goldgroup (each whole share, a “ Goldgroup Share ”) (as adjusted as a result of a share consolidation to be completed by Goldgroup immediately prior to the effective time of the Merger (the “ Effective Time ”)) (the “ Exchange Ratio ”) at the Effective Time. Any shareholder of the Company who would otherwise be entitled to receive a fraction of a Goldgroup Share pursuant to the Merger (after taking into account all the Company Shares held immediately prior to the Effective Time by such holder) shall have their holdings of Goldgroup Shares rounded up to the nearest whole share. As soon as practicable, Goldgroup will apply to list the Goldgroup Shares on the NYSE American LLC (“ NYSE American ”). Subject to Goldgroup fulfilling all the listing requirements of the NYSE American, such listing will be completed following the closing of the Merger. To complete the Merger, the holders of a majority of the outstanding Company Shares must approve the Arrangement Agreement. After careful consideration, the board of directors of the Company (the “ Company Board ”) unanimously (a) determined that the Arrangement Agreement and the transactions contemplated thereby, including the Merger, are fair to, and in the best interests of, the Company and our shareholders; (b) approved, adopted and declared advisable the Arrangement Agreement and the transactions contemplated thereby, including the Merger; (c) approved the execution, delivery and performance of the Arrangement Agreement and the consummation of the transactions contemplated thereby, including the Merger; (d) resolved to recommend approval and adoption of the Arrangement Agreement by our shareholders; and (e) resolved that the Arrangement Agreement be submitted to the shareholders of the Company. At the Special Meeting, our shareholders will be asked to consider and vote upon (1) a proposal to approve the Arrangement Agreement (the “ Merger Proposal ”), (2) a proposal to approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to our named executive officers that is based on or otherwise related to the Merger (the “ Merger-Related Compensation Proposal ”), and (3) a proposal to approve any adjournment of the Special Meeting for the purposes of soliciting additional proxies if there are not sufficient votes at the Special Meeting to approve the Merger Proposal (the “ Adjournment Proposal ”). The Company Board recommends you vote “ FOR ” the Merger Proposal, “ FOR ” the Merger-Related Compensation Proposal and “ FOR ” the Adjournment Proposal. You will be TABLE OF CONTENTS able to attend the Special Meeting online, vote your Company Shares electronically, and submit questions during the Special Meeting. Information about the Special Meeting, the Merger, the Arrangement Agreement, and the other business to be considered by shareholders at the Special Meeting is contained in the accompanying proxy statement. The Company Board has fixed the close of business on May 26, 2026 as the record date for the determination of our shareholders entitled to notice of, and to vote at, the Special Meeting. We urge you to read the accompanying proxy statement and the annexes and documents incorporated by reference carefully and also carefully consider the risks that are described under the section entitled “ Risk Factors .” Your vote is very important. Whether or not you expect to attend the Special Meeting, please vote as soon as possible by following the instructions in the accompanying proxy statement to make sure that your Company Shares are represented at the Special Meeting. In this regard, your failure to vote your Company Shares at the Special Meeting (or to instruct your broker on how to vote your Company Shares at the Special Meeting) will have the same effect as a vote “ AGAINST ” the Merger Proposal. If you have any questions or require assistance, please contact our proxy solicitation agent, Laurel Hill Advisory Group, at: North America Toll Free: 1-(888) 742-1305 Collect Calls Outside North America: (516) 933-3100 Email: GORO@laurelhill.com On behalf of the Company Board, thank you for your consideration and continued support. Kind regards, Allen Palmiere President, Chief Executive Officer and Director of Gold Resource Corporation The Merger has not been approved or disapproved by the U.S. Securities and Exchange Commission or any state securities commission. Neither the U.S. Securities and Exchange Commission nor any state securities commission has passed upon the merits or fairness of the Merger or upon the adequacy or accuracy of the information contained in this document or the accompanying proxy statement. Any representation to the contrary is a criminal offense. The accompanying proxy statement is dated May 29, 2026 and is first being mailed or otherwise delivered to Gold Resource shareholders on or about May 29, 2026. TABLE OF CONTENTS NOTICE OF SPECIAL MEETING OF SHAREHOLDERS This notice of special meeting of shareholders is being provided to inform you that a special meeting of the shareholders of Gold Resource Corporation (“ we ,” “ our ,” “ us ,” “ Gold Resource ,” or the “ Company ”) will be held virtually on July 2, 2026 at 10:30 a.m., Mountain Time, at www.virtualshareholdermeeting.com/GORO2026SM (the “ Special Meeting ”), for the following purpose: • Proposal 1 (the “ Merger Proposal ”) : To approve the Arrangement Agreement a