Common Stock
- Symbol
- GORO
- Exchange
- NYSEAMER
- Classification
- COMMON
Current Report · Items 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 7.01, 9.01 · 8-K
GOLD RESOURCE CORP
Completion of Acquisition or Disposition of Assets · Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing · Material Modification to Rights of Security Holders · Changes in Control of Registrant · Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year · Regulation FD Disclosure
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 (“R…
Company context
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.
Registered securities in this filing
GOLD RESOURCE CORPORATION · 8-K · Filed 2026-07-20
Disclosure sections
Item 2.01Item 2.01 - Completion of Acquisition
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 3.01Item 3.01 - Notice of Delisting
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 3.03Item 3.03 - Material Modification to Rights
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 5.01Item 5.01 - Changes in Control
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 5.02Item 5.02 - Departure/Election of Directors
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 5.03Item 5.03 - Amendments to Articles/Bylaws
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 7.01Item 7.01 - Regulation FD Disclosure
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.
Filed exhibits (2)
EX-99.1 4 tm2620533d2_ex99-1.htm EXHIBIT 99.1 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 sh…
Open exhibit ↗EX-99.2 5 tm2620533d2_ex99-2.htm EXHIBIT 99.2 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. …
Open exhibit ↗