Mr. Ralph Shearing reports

GOLDGROUP ANNOUNCES NOMINEES TO BOARD IN CONNECTION WITH PROPOSED BUSINESS COMBINATION WITH GOLD RESOURCE CORPORATION AND AMENDS ARRANGEMENT AGREEMENT

Further to the news release dated Jan. 26, 2026, Goldgroup Mining Inc. has entered into an amendment with Gold Resource Corp. and Goldgroup Merger Sub Inc., a Colorado corporation and direct subsidiary of Goldgroup (purchaser sub), to the previously announced arrangement agreement and plan of merger dated Jan. 25, 2026, by and among the parties, whereby Goldgroup has agreed to acquire all of the issued and outstanding shares of GRC's common stock.

The amendment

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 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 arrangement agreement originally contemplated that, immediately prior to the effective time of the merger, Goldgroup would consolidate all of its issued and outstanding common shares without par value at a ratio of one postconsolidation Goldgroup share for every four preconsolidation Goldgroup shares. Pursuant to the amendment, the parties have agreed to replace the one-for-four consolidation ratio with a consolidation ratio to be determined jointly by Goldgroup and GRC, and approved by the TSX Venture Exchange prior to the effective date of the merger. The arrangement agreement provides, among other things, that Goldgroup will apply to list the Goldgroup shares on the NYSE American, which listing will be completed following the closing of the merger and is subject to Goldgroup fulfilling all the listing requirements of the NYSE American. The consolidation is being undertaken by Goldgroup to meet the listing requirements of the NYSE American and to facilitate the NYSE American listing. The consolidation is subject to, among other things, the approval of the TSX-V, which approval is subject to compliance with the requirements of the TSX-V, including, if applicable, shareholder approval.

Board nominees

Below are the names and biographies of the parties' anticipated selections as prospective directors of the combined company:

• Ron Little: Mr. Little has been a member of the board of directors of GRC since Feb. 8, 2021, and currently serves as its interim chair. Mr. Little is a professional engineer, geologist and entrepreneur who has developed mining projects in Canada, South America and Africa. He was the founder and chief executive officer of Orezone Resources and Orezone Gold Corp. for over 20 years and built one of the most successful exploration and mine development records in Burkina Faso. He is and has been a director and adviser to other public companies and not for profit entities. Mr. Little holds a bachelor of science in engineering (geological) from Queen's University in Kingston and is also a designated graduate of the Institute of Corporate Directors (ICD.D). He is currently the president and chief executive officer of Wolfden Resources.
• Lila Manassa Murphy: Ms. Manassa Murphy has been a member of the GRC board since Jan. 1, 2021. Ms. Manassa Murphy, CFA, CPA, has been the chief financial officer of Dundee Corp. since May, 2021. Her areas of oversight include finance, investor relations, information technology, legal, compliance and human resources. Her experience during her tenure includes mergers and acquisitions, restructuring, establishing joint venture partnerships, and assessing investment and acquisition opportunities. She also sits on the board of Green Brick Partners. Prior to her role at Dundee, Ms. Manassa Murphy had over 25 years of investment management experience and fiduciary responsibility. She is a chartered financial analyst and a certified public accountant. She holds a bachelor of arts degree from New York University and is a member of the Latino Corporate Directors Association.
• Nicole Adshead-Bell: Dr. Adshead-Bell is president of Cupel Advisory Corp., a private company she founded focused on mining sector investments and advisory services. She most recently served as managing director and chief executive officer of Beadell Resources Ltd., having transitioned from independent director in 2016 to chief executive officer in 2018 until the company's acquisition in March, 2019. Her prior experience includes serving as director of mining research at Sun Valley Gold LLC, a global precious metal investment fund, and as managing director, investment banking, at Haywood Securities Inc. Dr. Adshead-Bell is a geologist with over 29 years of combined mining industry and capital market experience spanning exploration, development, mining operations, investment research, investment banking and corporate leadership. She also has more than three decades of cumulative public company board experience with precious and base metal companies listed in Canada, the United States, Australia and the United Kingdom, including exploration, development, producing and royalty companies. Her broad experience has included participation across a wide range of board committee functions, including audit, compensation, nominating and governance, technical, and special committees. Dr. Adshead-Bell holds a PhD in structural and economic geology, a first-class honours degree in structural geology, and a BSc in geology and archeology, all from James Cook University.
• Luis Felipe Medina Aguirre: Mr. Medina Aguirre is an environmental engineer with more than 31 years of experience in the mining industry. Since 2023, he has been general director of Minas de San Nicolas SAPI de CV (a joint venture of Agnico Eagle Mines Ltd. and Teck Resources Ltd.). Among his positions in the mining industry in Mexico, he has been president of the Chihuahua Mining Cluster; administrative vice-president of the Association of Mining Engineers, Metallurgists and Geologists of Mexico; president of the XXXI International Mining Convention; treasurer of the Mining Cluster of Sonora; member of the board of directors of the Mining Chamber of Mexico; current president of the Sustainable Commission; and member of the Canadian Chamber of Commerce in Mexico and Nacional Financiera in the state of Chihuahua. Since 2024, Mr. Medina Aguirre has been the chairman of the mining commission of the Canadian Chamber of Commerce. Since 2025, he has been a member of the investment promotion committee of the State of Zacatecas, a designation granted by both the federal and state secretariats of economy.
• Francisco Javier Reyes de la Campa: Mr. Reyes de la Campa has co-founded various firms in finance, mining, oil and gas, and agriculture and foods. His strategic leadership was crucial in the turnaround in 2020 of Luca Mining, a producing company with assets in Mexico recently included in the 2025 TSX Venture 50 list of top-performing companies. He has also served as the country manager for Goldgroup since September, 2021. Prior to joining Goldgroup, he served as president and chief executive officer of Antares Capital Management and Private Equity CP (formerly Credipresto), two respected firms with over 15 years of experience in the natural resource and agro sector, particularly in Latin America. An alumnus of Harvard Business School, Mr. Reyes holds dual bachelor's degrees in economics and business administration, as well as a master's degree in finance from Instituto Tecnologico Autonomo de Mexico.

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. In addition to the San Francisco gold project, the company has a 100-per-cent 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.

We seek Safe Harbor.