Goldgroup amends merger deal with Gold Resource, names board nominees

Goldgroup Mining Inc. (TSXV: GGA) amended its arrangement agreement with Gold Resource Corporation regarding a proposed business combination that would see Goldgroup acquire all outstanding shares of GRC's common stock.

The amendment modifies the original four-to-one share consolidation ratio to a ratio that will be determined jointly by both companies and approved by the TSX Venture Exchange prior to the merger's effective date. The consolidation aims to meet NYSE American listing requirements, where Goldgroup plans to list following the transaction's completion.

Under the arrangement, GRC stockholders are expected to own approximately 40% of the combined company on a fully-diluted basis, while current Goldgroup shareholders would hold the remaining 60% interest. The transaction involves a reverse triangular merger under Colorado law and a plan of arrangement under British Columbia's Business Corporations Act.

The companies announced five prospective board nominees for the combined entity:

Ron Little, current interim chair of GRC's board and president and CEO of Wolfden Resources, brings over 20 years of mining development experience in Canada, South America and Africa.

Lila Manassa Murphy serves as chief financial officer of Dundee Corporation (TSX: DC.A) and sits on the board of Green Brick Partners (NYSE: GRBK). She holds CFA and CPA designations with over 25 years of investment management experience.

Nicole Adshead-Bell, president of Cupel Advisory Corp., previously served as CEO of Beadell Resources Ltd. and has 29 years of mining industry experience spanning operations, investment banking and corporate leadership.

Luis Felipe Medina Aguirre currently serves as general director of Minas de San Nicolás and holds various positions within Mexican mining industry organizations.

Francisco Javier Reyes de la Campa has served as Goldgroup's country manager since September 2021 and co-founded firms across finance, mining, oil and gas sectors.

Goldgroup operates the Cerro Prieto heap-leach gold mine in Sonora and holds the San Francisco gold project in Mexico. GRC operates the Don David Gold Mine in Oaxaca, Mexico, and is developing the Back Forty Project in Michigan.

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