UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of: July 2026
Commission File Number: 001-34857
Goldgroup Mining Inc.
(Translation of registrant’s name into English)
1111 Melville Street, Suite 410
Vancouver, British Columbia, V6E 3V6, Canada
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F ¨ Form 40-F x
EXPLANATORY NOTE
Purpose of the Filing
Goldgroup Mining Inc., a corporation incorporated under the laws of the province of British Columbia, Canada (“Goldgroup”), is filing this Report on Form 6-K pursuant to Rule 12g-3(f) under the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”). Pursuant to Rule 12g-3(a) under the Exchange Act, Goldgroup is a “successor issuer” to Gold Resource Corporation (“Gold Resource”) which has historically filed periodic reports under the Exchange Act with the U.S. Securities and Exchange Commission (the “SEC”) (SEC File No.001-34857).
This Report on Form 6-K is being filed using the EDGAR format type 8-K12B under Gold Resource’s SEC file number. Goldgroup expects that upon the furnishing of this Form 6-K to the SEC, a new file number will be generated for the purpose of satisfying Goldgroup’s reporting obligations under the Exchange Act.
Goldgroup is a “foreign private issuer” (as such term is defined in Rule 3b-4 under the Exchange Act) and will file and furnish reports to the SEC and certain Canadian securities regulatory authorities under the Multijurisdictional Disclosure System.
Background and Succession Pursuant to Rule 12g-3
On July 17, 2026, pursuant to the Arrangement Agreement and Plan of Merger dated January 25, 2026 (as amended as of May 15, 2026, the “Arrangement Agreement”) among Gold Resource, Goldgroup, and Goldgroup Merger Sub Inc., a Colorado corporation and wholly owned subsidiary of Goldgroup (“Merger Sub”), Merger Sub merged with and into Gold Resource under Colorado law and a plan of arrangement pursuant to Part 9, Division 5 of the Business Corporations Act (British Columbia), with Gold Resource surviving and continuing as the wholly owned subsidiary of Goldgroup (such transaction, the “Merger”).
As consideration for the Merger, each share of Gold Resource’s outstanding common stock, par value $0.001 per share (the “Gold Resource Shares”), was transferred to Goldgroup in exchange for 0.3619 Goldgroup common shares (the “Goldgroup Shares”). The Goldgroup Shares issued in exchange for the Gold Resource Shares under the Arrangement Agreement were exempt from registration under the U.S. Securities Act of 1933, as amended, pursuant to Section 3(a)(10) thereof.
Prior to the effectiveness of the Merger, the Gold Resource Shares were listed on the NYSE American LLC (the “NYSE American”) under the trading symbol “GORO” and registered pursuant to Section 12(b) of the Exchange Act. Prior to the effectiveness of the Merger, the Goldgroup Shares were not registered under Section 12 of the Exchange Act and were listed on the TSX Venture Exchange (“TSXV”) under the symbol “GGA” and traded on the OTCQX market under the symbol “GGAZF.”
Upon effectiveness of the Merger, the Goldgroup Shares were deemed registered under Section 12 of the Exchange Act pursuant to Rule 12g-3(a) thereunder. Rule 12g-3(a) provides that, in connection with a succession, securities of an issuer that are not already registered issued to the holders of securities of another issuer that are registered pursuant to either Section 12(b) or (g) of the Exchange Act will be deemed registered under the same paragraph of Section 12 of the Exchange Act The Goldgroup Shares are deemed registered under Section 12(b) of the Exchange Act because the Gold Resource Shares were registered under that paragraph of Section 12.
The Gold Resource Shares will cease to trade on the NYSE American prior to the opening of trading on July 20, 2026 . Due to a recent decline in the trading price of the Goldgroup Shares, Goldgroup does not currently meet the NYSE American initial listing requirements and therefore will not commence trading on NYSE American following the Merger as previously contemplated. Following the Merger, the Goldgroup Shares will continue to be quoted on the OTC Markets under the symbol “GGAZD” and on the TSXV under the symbol “GGA”. Goldgroup expects to continue its efforts to become listed on the NYSE American.
The foregoing description of the Merger is qualified in its entirety by reference to the Management Information Circular of Goldgroup dated as of May 29, 2026, a copy of which is included as Exhibit 99.82 to this Report on Form 6-K.
Description of Goldgroup Shares
The class of Goldgroup’s securities registered pursuant to Section 12(b) of the Exchange Act is Goldgroup’s common shares, no par value. Goldgroup’s authorized capital includes an unlimited number of common shares. Goldgroup’s common shares do not carry any cumulative voting rights, pre-emptive rights, purchase rights or conversion rights.
Each holder of Goldgroup’s common shares is entitled to one vote per share on all matters on which holders of common shares are entitled to vote. Each holder of a common share is entitled to receive notice of and to attend all meetings of common shareholders of Goldgroup.
There are no sinking fund provisions in relation to the common shares, and holders of common shares, in their capacity as such, are not liable to further calls or assessment by Goldgroup.
Holders of Goldgroup’s common shares are entitled to dividends if and when declared by Goldgroup’s board of directors out of funds legally available therefor.
There are no restrictions in Goldgroup’s Amended and Restated Articles with regard to the repurchase or redemption of Goldgroup’s common shares, provided that Goldgroup is not insolvent at the time of such repurchase or redemption and would not be made insolvent as a result of such action.
Provisions as to the modification, amendment or variation of the rights of holders of common shares are as contained in the Business Corporations Act (British Columbia). Pursuant to the applicable provisions of the Business Corporations Act (British Columbia), no right or special right attached to shares issued by Goldgroup may be prejudiced, altered or otherwise interfered with unless the members of the affected class of shareholders consent to such action by a separate resolution of the members of such class adopted by at least two-thirds of the votes cast with respect to the resolution.
FILED HEREWITH AS EXHIBITS TO THIS FORM 6-K
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| GOLDGROUP MINING INC. (Registrant) | |||
| Date: July 17, 2026 | By: | /s/ Allen Palmiere | |
| Name: | Allen Palmiere | ||
| Title: | Chief Executive Officer and President | ||