Mr. Ralph Shearing reports

GOLDGROUP ANNOUNCES BUSINESS COMBINATION WITH GOLD RESOURCE CORPORATION TO CREATE A NEW, MEXICAN-FOCUSED PRECIOUS METALS PRODUCER

Goldgroup Mining Inc. has entered into a definitive arrangement agreement and plan of merger with Gold Resource Corp. (GRC), whereby Goldgroup has agreed to acquire all of the issued and outstanding shares of GRC's common stock.

Transaction details

Pursuant to the arrangement agreement, GRC's stockholders will receive 1.4476 common shares of Goldgroup for each share of GRC's common stock (adjusted to 0.3619 common share of Goldgroup for each share of GRC's common stock as a result of a one-for-four share consolidation to be completed by Goldgroup prior to closing). Based on the closing prices of GRC's common stock and Goldgroup's common shares on Jan. 23, 2026, the exchange ratio represents a value of $2.25 (U.S.) per share of GRC's common stock, reflecting a 39-per-cent premium to GRC's closing price on Jan. 23, 2026. The transaction values GRC's common stock at approximately $372-million (U.S.) on a fully diluted in-the-money basis and based on the value of Goldgroup shares on Jan. 23, 2026.

The proposed transaction will occur by way of a reverse triangular merger, in which GRC will merge with a wholly owned subsidiary of Goldgroup under Colorado law and a plan of arrangement under the Business Corporations Act (British Columbia), with GRC surviving as a wholly owned subsidiary of Goldgroup. Upon completion of the transaction, GRC stockholders are expected to own approximately 40 per cent of the combined company on a fully diluted in-the-money basis, with Goldgroup's current shareholders holding the remaining approximately 60-per-cent interest.

The transaction was unanimously approved by the boards of directors of Goldgroup and GRC. The transaction was negotiated at arm's length. No finders' fees or commissions are payable by either party in connection with the transaction. The transaction is expected to close in the second quarter of 2026, subject to customary closing conditions (including approval by the shareholders of each of Goldgroup and GRC, approval of the Supreme Court of British Columbia in respect of the arrangement, approval of the TSX Venture Exchange (for Goldgroup) and approval by the Mexican National Antitrust Commission (Comision Nacional Antimonopolio)). Upon closing, the board of directors of Goldgroup will comprise three directors selected by Goldgroup and two directors selected by GRC. The parties anticipate that the executive management team of GRC will become the officers of the combined company.

Transaction highlights

The transaction represents a transformational milestone in Goldgroup's evolution and is expected to position the combined company as a leading, Mexico-focused junior precious metals producer.

Key anticipated benefits include:

• Enhanced and complementary asset portfolio: The combined company's assets will include GRC's producing Don David gold mine in Oaxaca, Mexico, and the advanced-stage Back Forty project in Michigan, United States, and Goldgroup's Cerro Prieto mine and recently acquired San Francisco mine, a past producer with restart potential, creating a robust portfolio of producing assets with significant exploration and growth potential. Both the Cerro Prieto and San Francisco mines are located in Sonoro state, Mexico.
• Creation of a multimine producer: An asset portfolio with multiple mines reduces the reliance on any one mine's operation and could significantly enhance cash generation of the combined company through increased production.
• Creation of a leading, Mexico-focused junior producer: The combination creates a larger, more diversified mining company with a strong focus on Mexico, one of the leading venues for mineral potential and production, with an extensive history of mining.
• Revitalization of a silver-focused vehicle: Pro forma revenues are expected to be predominantly silver, driven by production at the Don David gold mine benefiting from a strong silver price momentum.
• Significant synergy potential: Operational, general and administrative synergies are expected from combining operations and leveraging shared expertise and infrastructure.
• Strengthened financial position: The combined entity is expected to have a stronger balance sheet and increased financial flexibility to finance growth projects and exploration initiatives.
• Increased market presence and shareholder value: The larger scale and enhanced profile of the combined company are expected to attract a broader institutional investor base and drive long-term value for all shareholders.

Ralph Shearing, chief executive officer of Goldgroup, commented: "The pending acquisition of Gold Resource Corp. represents the next major step in Goldgroup's growth strategy and overall transformation. Don David is a high-quality producing gold-silver mine, and the transaction meaningfully increases our scale, diversification and cash flow profile while also providing a clear pathway to a NYSE American listing.

"Taken together, these assets position the company to emerge as a new Mexico-focused producer. We believe this transaction is transformational, builds on the momentum we have created and represents a compelling catalyst for long-term shareholder value creation."

Board of directors recommendations and voting support

Prior to entering into the arrangement agreement, a special committee of independent directors of Goldgroup received a fairness opinion from Fort Capital Partners to the effect that, as of the date thereof, based upon and subject to the assumptions, limitations and qualifications in the fairness opinion, the consideration being offered by Goldgroup pursuant to the transaction is fair, from a financial point of view, to Goldgroup shareholders. The board of directors of Goldgroup, after receiving legal advice and receipt of the fairness opinion, and after receiving a recommendation from the special committee, unanimously determined that the transaction is fair, from a financial point of view, to the Goldgroup securityholders and that the arrangement is in the best interests of Goldgroup and recommends that Goldgroup shareholders vote in favour of the transaction, including the consolidation. The directors, officers and certain significant shareholders of Goldgroup (the supporting shareholders) have entered into voting support agreements, pursuant to which each has agreed to vote all of his or her Goldgroup securities in favour of the transaction. Collectively, the supporting shareholders own approximately 24.304 per cent of the outstanding common shares of Goldgroup (20.549 per cent on a fully diluted basis).

Further information regarding the transaction will be contained in a management information circular to be prepared by Goldgroup and mailed to its shareholders in connection with a special meeting of shareholders to be held by Goldgroup to consider the arrangement and related matters. All shareholders of Goldgroup are urged to read the information circular once available as it will contain important additional information concerning the transaction. Details regarding the transaction and other terms of the arrangement and merger are set out in the arrangement agreement, which will be available under the SEDAR+ profile of Goldgroup.

Ralph Shearing, PGeol (Alberta), a qualified person under National Instrument 43-101 and CEO of Goldgroup, has reviewed and approved the technical disclosure contained in this news release.

Advisers and counsel

Cozen O'Connor LLP is acting as the company's legal counsel and McMillan LLP is acting as legal counsel to the company's special committee. Fort Capital Partners provided a fairness opinion to the special committee of the company in connection with the proposed arrangement.

About Gold Resource Corp.

Gold Resource is a gold and silver producer, developer and explorer with its operations centred on the Don David gold mine in Oaxaca, Mexico. Under the direction of an experienced board and senior leadership team, GRC'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, United States.

About Goldgroup Mining Inc.

Goldgroup is a Canadian-based mining company with two high-growth gold assets in Mexico. The company owns a 100-per-cent interest in the producing Cerro Prieto heap-leach gold mine located in the state of Sonora and, subject to final approval from the TSX-V, has recently acquired Molimentales del Noroeste SA de CV, which owns the concessions comprising the formerly producing San Francisco gold mine, located in Sonora state, Mexico. An optimization and exploration program is under way at Cerro Prieto to significantly increase existing production and resources.

Goldgroup is led by a team of highly successful and seasoned individuals with extensive expertise in mine development, corporate finance and exploration in Mexico.

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