Exhibit 99.83

NOTICE OF MEETING AND

MANAGEMENT INFORMATION CIRCULAR

For the

ANNUAL GENERAL AND SPECIAL MEETING

OF THE SHAREHOLDERS OF

GOLDGROUP MINING INC.

TO BE HELD ON

THURSDAY, JULY 2, 2026

Dated as of:

May 29, 2026

NOTICE OF ANNUAL GENERAL AND
SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that an annual general and special meeting of the shareholders (the “Meeting”) of Goldgroup Mining Inc. (the “Company” or “Goldgroup”) will be held at Suite 2501, 550 Burrard Street, Vancouver, British Columbia, V6C 2B5, Canada on Thursday, July 2, 2026 at 9:30 a.m. (PDT), for the following purposes:

Specific details of the matters proposed to be put before the Meeting are set forth in the Information Circular. Please read the Information Circular carefully before you vote on the matters being transacted at the Meeting.

Accompanying Documents

This notice is accompanied by the Information Circular, a form of proxy for registered shareholders or a voting instruction form for non-registered shareholders, and, for those registered shareholders who so requested, a copy of the audited consolidated financial statements and management’s discussion and analysis (“MD&A”) of the Company for the financial year ended December 31, 2025. Shareholders may request to receive copies of the Company’s annual and/or interim financial statements and MD&A on the form of proxy or voting instruction form. The audited consolidated financial statements and MD&A of the Company for the financial year ended December 31, 2025 will be sent to those shareholders who have previously requested to receive them. Otherwise, they are available upon request to the Company or they can be found on SEDAR+ at www.sedarplus.ca or on the Company’s website at www.goldgroupmining.com.

Plan of Arrangement

It is a condition to the implementation of the Plan of Arrangement that the Arrangement Resolution be approved at the Meeting. In addition, the Articles Resolution must be approved to allow the Company and Gold Resource to determine the ratio of the Consolidation following the Meeting and prior to the Effective Date, which ratio will also be subject to approval by the TSXV. Therefore, in order for the Plan of Arrangement to proceed as proposed, the Articles Resolution and the Arrangement Resolution must be approved by the affirmative vote of at least two-thirds (2/3) of the votes cast by shareholders present in person or represented by proxy and entitled to vote at the Meeting. Each shareholder is entitled to one vote for each Common Share held by such holder as of the close of business on the Record Date (as hereinafter defined).

Dissent Rights

The dissent rights of the shareholders are described in the Information Circular under the heading “The Arrangement – Dissent Rights” and are attached to the accompanying Information Circular as Appendix “I”. Shareholders should carefully read the section of the Information Circular entitled “The Arrangement – Dissent Rights” and consult with their advisors if they wish to exercise dissent rights, as any failure to fully comply with the dissent procedures described therein and the orders of the Supreme Court of British Columbia in respect of the Plan of Arrangement, may result in a loss of dissent rights.

Record Date

The board of directors of the Company has by resolution fixed the close of business on May 29, 2026 (the “Record Date”) as the record date, being the date for the determination of the holders of Common Shares entitled to receive notice of and to vote at the Meeting and any adjournment thereof. Goldgroup shareholders are requested to complete and return the enclosed form of proxy to ensure that your Common Shares will be represented at the Meeting, whether or not you are personally able to attend. If you have questions, you may contact the Company’s Chief Financial Officer and Corporate Secretary, Anthony Balic, by telephone at 604-682-1943 or by email at abalic@goldgroupmining.com.

Registered Shareholders

Registered Shareholders who are unable to attend the Meeting are requested to complete, date, sign and return the enclosed form of proxy and deposit it with the Company’s transfer agent by 9:30 a.m. (PDT) on Monday, June 29, 2026, or no later than 48 hours (excluding Saturdays, Sundays and holidays) before the time of any adjourned Meeting so that as large a representation as possible may be had at the Meeting.

Non-Registered Shareholders

Non-Registered Shareholders of the Company who have received this notice and accompanying materials through a broker, a financial institution, a participant, a trustee or administrator of a self-administered retirement savings plan, retirement income fund, education savings plan or other similar self-administered savings or investment plan registered under the Income Tax Act (Canada), or a nominee of any of the foregoing that holds your security on your behalf (the “Intermediary”), are required to complete and return the materials in accordance with the instructions provided by the Intermediary.

DATED at Vancouver, British Columbia, this 29^th day of May, 2026.

(Signed) Ralph Shearing

 Chief Executive Officer

TABLE OF CONTENTS

INFORMATION CONTAINED IN THIS INFORMATION CIRCULAR

The information contained in this Information Circular, unless otherwise indicated, is given as of May 29, 2026.

No person has been authorized to give any information or to make any representation in connection with the matters being considered herein other than those contained in this Information Circular and, if given or made, such information or representation should be considered or relied upon as not having been authorized.

This Information Circular does not constitute an offer to sell, or a solicitation of an offer to acquire, any securities, or the solicitation of a proxy, by any person in any jurisdiction in which such an offer or solicitation is not authorized, or in which the person making such offer or solicitation is not qualified to do so, or to any person to whom it is unlawful to make such an offer of proxy solicitation. Neither the delivery of this Information Circular nor any distribution of securities referred to herein will, under any circumstances, create any implication that there has been no change in the information set forth herein since the date of this Information Circular.

Information contained in this Information Circular should not be construed as legal, tax or financial advice, and shareholders are urged to consult their own professional advisors in connection with the matters considered in this Information Circular.

The Arrangement has not been approved or disapproved by any securities regulatory authority, nor has any securities regulatory authority passed upon the fairness or merits of the Arrangement or upon the accuracy or adequacy of the information contained in this Information Circular and any representation to the contrary is unlawful.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Information Circular and the documents incorporated into this Information Circular by reference contain “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 and “forward-looking information” within the meaning of the applicable Canadian securities legislation (forward-looking information and forward-looking statements being collectively hereinafter referred to as “forward-looking statements”) that are based on expectations, estimates and projections as at the date of this Information Circular or the dates of the documents incorporated herein by reference, as applicable. These forward-looking statements include but are not limited to statements and information concerning the Arrangement; the timing for the implementation of the Arrangement and the potential benefits of the Arrangement; the likelihood of the Arrangement being completed; steps of the Arrangement; statements relating to the business and future activities of, and developments related to, the Company and Gold Resource after the date of this Information Circular and prior to the Effective Time and of the Company, Gold Resource and the Resulting Issuer after the Effective Time; receipt of shareholder approval, Court approval, or TSXV approval of the Arrangement; market position, and future financial or operating performance of the Company and the Resulting Issuer; the potential listing of the Company’s Common Shares on the NYSE American; and, other events or conditions of the Company or Gold Resource that may occur in the future.

Any statements that involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often but not always using phrases such as “expects”, or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”, “budget”, “scheduled”, “forecasts”, “estimates”, “believes” or “intends” or variations of such words and phrases or stating that certain actions, events or results “may” or “could”, “would”, “might”, or “will” be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements and are intended to identify forward-looking statements.

These forward-looking statements are based on the beliefs of the Company’s management, as well as on assumptions, which such management believes to be reasonable based on information currently available at the time such statements were made. However, there can be no assurance that the forward-looking statements will prove to be accurate. Such assumptions and factors include, among other things, the satisfaction of the terms and conditions of the Arrangement, including the approval of the Arrangement and fairness by the Court, and the receipt of the required approvals and consents of any Governmental Authority.

By their nature, forward-looking statements are based on assumptions and involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company, Gold Resource or the Resulting Issuer to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Forward-looking statements are subject to a variety of risks, uncertainties and other factors which could cause actual events or results to differ from those expressed or implied by the forward-looking statements, including, without limitation: (i) the possibility that the Company’s shareholders may not approve the Arrangement or that Gold Resource shareholders may not approve the Merger; (ii) the risk that one or more conditions to closing the Arrangement, including the required regulatory approvals, may not be satisfied or waived in a timely manner, or at all; (iii) uncertainties regarding the timing of the Arrangement, including the risk that it may be delayed or may not occur at all; (iv) the occurrence of events giving rise to the right of one or both parties to terminate the Arrangement Agreement, including under circumstances that might require payment of a termination fee; (v) the effects of the announcement or pendency of the Arrangement on the Company’s business operations, including its relationship with employees, contractors, clients, suppliers, and competitors; (vi) possible negative effects of the announcement of the Arrangement, or developments related thereto, on the market price of Common Shares and on the Company’s financial performance; (vii) potential legal proceedings or regulatory challenges related to the Arrangement; (viii) the risk of disruption to the Company’s ongoing operations due to the proposed Arrangement; (ix) the impact of evolving market dynamics, economic conditions, and industry competition on the Company’s business; (x) changes in applicable laws, regulations or accounting standards; (xi) material reductions in the Company’s liquidity or a limitation on its access to capital markets; (xii) potential adverse effects from operational disruptions; (xiii) uncertainties relating to the geoeconomic environment, including interest rates and inflation; (xiv) the risk factors detailed in this Information Circular under “Risk Factors”, and (xv) other risk factors as may be detailed from time to time in the Company’s continuous disclosure materials, copies of which are available under the Company’s profile on SEDAR+ at www.sedarplus.ca.

The foregoing list of risk factors is not exhaustive of the factors that may affect forward-looking statements of the Company and Gold Resource. Forward-looking statements are statements about the future and are inherently uncertain. Actual results could differ materially from those projected in the forward-looking statements as a result of the matters set out or incorporated by reference in this Information Circular generally and certain economic and business factors, some of which may be beyond the control of the Company and Gold Resource. Some of the important risks and uncertainties that could affect forward-looking statements are described further under the heading “Risk Factors”. The Company and Gold Resource do not intend, and do not assume any obligation, to update any forward-looking statements, other than as required by applicable law. For all of these reasons, shareholders should not place undue reliance on forward-looking statements.

GLOSSARY OF DEFINED TERMS

The following terms used in the Information Circular have the meanings set forth below.

GENERAL INFORMATION CONCERNING THE MEETING

Time, Date and Place

This Information Circular is furnished in connection with the solicitation of proxies by or on behalf of the management of Goldgroup for use at the Meeting to be held on Thursday, July 2, 2026, at 9:30 a.m. (PDT), or any adjournment thereof, at Suite 2501, 550 Burrard Street, Vancouver, British Columbia, V6C 2B5, Canada for the purposes set out in the accompanying Notice of Meeting.

The information contained in this Information Circular is given as of May 29, 2026. Unless otherwise indicated, all references to “$”, “US$” or “dollars” in this Information Circular mean United States dollars. References to “C$” in this Information Circular mean Canadian dollars.

DOCUMENTS INCORPORATED BY REFERENCE

Information with respect to Gold Resource has been incorporated by reference in this Information Circular from documents filed with the securities commissions or similar regulatory authorities in Alberta, British Columbia, Nova Scotia, Ontario and Saskatchewan. Copies of the documents incorporated herein by reference may be obtained on request without charge from Gold Resource at info@grc-usa.com or by mail at 7887 East Belleview Avenue, Suite 1100, Denver, Colorado 80111 and are also available electronically under Gold Resource’s profile on SEDAR+ at www.sedarplus.ca.

The following document filed by Gold Resource with the securities commissions or similar regulatory authorities in Alberta, British Columbia, Nova Scotia, Ontario and Saskatchewan is specifically incorporated by reference into, and forms an integral part of, this Information Circular:

GENERAL PROXY INFORMATION

Persons Making the Solicitation

Goldgroup’s management is using this Information Circular to solicit proxies from shareholders for use at the Meeting. The solicitation of proxies will be primarily by mail, but Goldgroup’s directors, officers and regular employees may also solicit proxies personally or by telephone. Goldgroup will bear all costs of the solicitation. Goldgroup has arranged for Intermediaries to forward the Meeting materials to beneficial owners of Common Shares held of record by those Intermediaries, and Goldgroup may reimburse the Intermediaries for their reasonable fees and disbursements in that regard.

Voting of Proxies

The Common Shares represented by the accompanying form of proxy will be voted at the Meeting, and, where a choice is specified in respect of any matter to be acted upon, will be voted or withheld from voting in accordance with the specification made. In the absence of such a specification, the person designated in the form of proxy will vote in favour of all matters to be acted on at the Meeting.

Registered Shareholders are requested to date, sign and return the form of proxy for use at the Meeting if they are unable to attend the Meeting personally. To be effective, forms of proxy must be received by the Company’s registrar and transfer agent, Computershare Investor Services Inc., no later than 48 hours (excluding Saturdays, Sundays and holidays) before the time of the Meeting by 9:30 a.m. (Vancouver time), on Monday, June 29, 2026 or any adjournment thereof at which the proxy is to be used.

A Registered Shareholder must return the properly completed proxy to Computershare as follows:

The form of proxy confers discretionary authority upon the persons named therein with respect to amendments or variations to the matters set forth in the Notice of Meeting, or all other business or matters that may properly come before the Meeting. At the date hereof, management of the Company knows of no such amendments, variations or other business or matters to come before the Meeting.

Exercise of Discretion

The persons named in the enclosed form of proxy will vote the Common Shares in respect of which they are appointed in accordance with the direction of the shareholders appointing them. In the absence of such direction, such Common Shares will be voted in the discretion of the persons named in the proxy. The enclosed proxy confers discretionary authority upon the persons named therein with respect to amendments or variations to matters identified in the Notice of Meeting and with respect to other matters which may properly come before the Meeting. At the time of printing of this Information Circular, management knows of no such amendments, variations or other matters to come before the Meeting. However, if any other matters which are not now known to management should properly come before the Meeting, the proxy will be voted on such matters in accordance with the best judgment of the named proxies.

Registered Holders

Only shareholders registered as shareholders in the Company’s shareholder registry maintained by the Company’s registrar and transfer agent or duly appointed proxyholders (except as discussed below under “Non-Registered Shareholders”) will be recognized to make motions or vote at the Meeting.

Non-Registered Shareholders

Many shareholders are “non-registered” shareholders because the Common Shares they own are not registered in their names but are instead registered in the name of the brokerage firm, bank or trust company or other Intermediary through which they purchased the Common Shares. More particularly, a person is a Non-Registered Shareholder in respect of Common Shares, which are held on behalf of that person and which are registered either: (a) in the name of an Intermediary that the Non-Registered Holder deals with in respect of the shares (Intermediaries include, among others, banks, trust companies, securities dealers or brokers and trustees or administrators of self-administered RRSPs, RRIFs, RESPs and similar plans); or (b) in the name of a clearing agency (such as CDS & Co., the registration name for CDS Clearing and Depository Services Inc., which acts as nominee for many Canadian brokerage firms) of which the Intermediary is a participant.

Pursuant to NI 54-101, the Company is distributing copies of proxy-related materials in connection with this Meeting (including this Information Circular) indirectly to Non-Registered Holders. The Company is not relying on the notice-and-access delivery procedures outlined in NI 54-101 to distribute copies of proxy-related materials in connection with the Meeting. Intermediaries that receive the proxy-related materials are required to forward the proxy-related materials to Non-Registered Holders unless a Non-Registered Holder has waived the right to receive them. Intermediaries often use service companies to forward the proxy-related materials to the Non-Registered Holders.

There are two kinds of Non-Registered Holders: (a) those who object to their name being made known to the issuers of securities which they own (called “OBOs”, for Objecting Beneficial Owners) and (b) those who do not object to the issuers of the securities they own knowing who they are (called “NOBOs”, for Non-Objecting Beneficial Owners).

The Company will pay for Intermediaries to deliver to OBOs (who have not otherwise waived their right to receive proxy-related materials) copies of the proxy-related materials.

Generally, Non-Registered Holders who have not waived the right to receive proxy-related materials (including OBOs who have made the necessary arrangements with their Intermediary for the payment of delivery and receipt of such proxy-related materials) will be sent a voting instruction form which must be completed, signed and returned by the Non-Registered Holder in accordance with the Intermediary’s directions on the voting instruction form. In some cases, such Non-Registered Holders will instead be given a proxy which has already been signed by the Intermediary (typically by a facsimile, stamped signature) which is restricted as to the number of Common Shares beneficially owned by the Non-Registered Holder but which is not otherwise completed. This form of proxy does not need to be signed by the Non-Registered Holder, but, to be used at the Meeting, needs to be properly completed and deposited with Computershare.

The purpose of these procedures is to permit Non-Registered Holders to direct the voting of the Common Shares that they beneficially own. Should a Non-Registered Holder wish to attend and vote at the Meeting in person (or have another person attend and vote on behalf of the Non-Registered Holder), the Non-Registered Holder should insert the Non-Registered Holder’s (or such other person’s) name in the blank space provided or, in the case of a voting instruction form, follow the corresponding instructions on the form. Non-Registered Holders should carefully follow the instructions of their Intermediaries and their service companies, including instructions regarding when and where the voting instruction form or proxy form is to be delivered.

Shareholders with questions respecting the voting of shares held through a stockbroker or other Intermediary should contact that stockbroker or other Intermediary for assistance.

REVOCABILITY OF PROXIES

The persons named in the proxy are directors and officers of the Company. You have the right to appoint a nominee of your choice, who need not be a shareholder, to attend and act on your behalf at the Meeting.

A shareholder desiring to appoint a nominee to represent him or her at the Meeting may do so either by inserting the name of such person or company in the blank space provided in the form of proxy and striking out the names of the management nominees or by duly completing another proper form of proxy and, in either case, depositing the completed proxy before the specified time as provided below.

In addition to revocation in any other manner permitted by law, a Registered Shareholder who has given a proxy may revoke it: (a) by attending the Meeting and voting the Registered Shareholder’s Common Shares, (b) by fully executing another proxy bearing a later date and duly depositing the same before the specified time, or (c) by executing a valid notice of revocation (where a new proxy is not also filed).

A later dated proxy or notice of revocation must be executed by the Registered Shareholder or the Registered Shareholder’s authorized attorney in writing, or, if the Registered Shareholder is a corporation, under its corporate seal by an officer or attorney duly authorized, and delivered by mail (via postage paid return envelope) at Computershare Investor Services Inc., attention: Proxy Department, 320 Bay Street, 14th Floor, Toronto, ON M5H 4A6, Canada or to the head office of the Company located at Suite 410, 1111 Melville Street, Vancouver, British Columbia, V6E 3V6, Canada

A later dated proxy must be received before 9:30 a.m. (PDT) on June 29, 2026, or if the Meeting is adjourned, the day that is two business days before any reconvening thereof at which the proxy is to be used, or to the Chair of the Meeting on the day of the Meeting or any reconvening thereof, or in any other manner provided by law. Only Registered Shareholders have the right to revoke a proxy. Non-Registered Shareholders who wish to change their vote must, in sufficient time in advance of the Meeting, arrange for their Intermediaries to change the vote and, if necessary, revoke their proxy. A revocation of proxy will not affect a matter on which a vote is taken before the revocation.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

Except as disclosed in this Information Circular, management of the Company is not aware of any material interest of any person that has been a director or executive officer of the Company since the beginning of the last financial year of the Company, any proposed nominee for election as a director, or any associate or affiliate of any of the foregoing, in any matter to be acted on at the Meeting.

Certain members of the Company’s management and Board of Directors have an interest in the approval of the Arrangement Resolution as they are entitled to receive certain payments upon the completion of the Arrangement in accordance with the terms of their executive consulting agreements. Mr. Ralph Shearing, the Company’s CEO, will be entitled to receive an amount equal to his annual fee, which amounts to C$159,000, if he is terminated, other than for just cause, within 12 months following a “change of control” (as defined in Mr. Shearing’s executive consulting agreement, which definition is set out under the heading “Employment, Consulting and Management Agreements” in this Information Circular). If Mr. Shearing is terminated, other than for just cause, following 12 months of a change of control, Mr. Shearing will be entitled to receive an amount equal to 1.5 times his annual fee, which amounts to C$238,500. At the sole option of the Company, 60% of the payment can be made through the issuance of Common Shares, or upon written request by Mr. Shearing and as approved by the Company, any amount in excess of 60% can also be paid through the issuance of Common Shares. In addition, any Options held by Mr. Shearing will immediately vest in the case of a change of control. Mr. Anthony Balic, a member of the Board and the Company’s CFO and Corporate Secretary, will be entitled to receive a one-time bonus of C$75,000 upon the closing of the Arrangement. See also “Employment, Consulting and Management Agreements”.

In addition, Company will seek approval of the Omnibus Plan at the Meeting, which will replace the Company’s current Stock Option Plan. Directors and executive officers of the Company may participate in the Omnibus Plan. Accordingly, the Company’s directors and officers have an interest in the approval of the Omnibus Plan Resolution.

RECORD DATE

The Record Date for determining persons entitled to receive notice of and vote at the Meeting is May 29, 2026. Only persons who were Registered Shareholders as of the close of business on May 29, 2026 are entitled to vote at the Meeting, or any adjournment or postponement thereof, in the manner and subject to the procedures described in this Information Circular. A quorum for the Meeting shall be two persons who are, or who represent by proxy, shareholders who, in the aggregate, hold at least 5% of the issued shares entitled to be voted at the Meeting.

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

The Company’s authorized capital consists of an unlimited number of Common Shares without par value. The Common Shares were listed for trading on the TSX until February 2024, when the listing was transitioned to the TSXV under the symbol “GGA”.

As at the date hereof, the Company has issued and outstanding 301,529,908 fully paid and non-assessable Common Shares, each share carrying the right to one vote. The Company has no other classes of voting securities and does not have any classes of restricted securities.

To the knowledge of the directors and executive officers of the Company, as of the date of this Information Circular, the persons that beneficially own, directly or indirectly, voting securities carrying 10% or more of the voting rights attached to the Common Shares are as follows:

Note:

ELECTION OF DIRECTORS

There are currently four directors on the Company’s Board of Directors, all of whom are standing for re-election as directors of the Company at the Meeting.

However, if the Arrangement Resolution is approved at the Meeting and the Plan of Arrangement is successfully completed, the Board will be reconstituted in accordance with the terms of the Arrangement Agreement. Please see “The Arrangement Agreement – Officers and Directors upon Completion of the Arrangement and Merger” for information on the proposed composition of the Board of Directors following completion of the Arrangement.

Management does not contemplate that any of the current nominees will be unable to serve as a director. However, if a nominee should be unable to so serve for any reason prior to the Meeting, the persons named in the enclosed form of proxy reserve the right to vote for another nominee in their discretion. Unless a director’s office is earlier vacated in accordance with the Business Corporations Act (British Columbia) and the Articles of the Company, each director elected holds office until the next annual meeting or until his successor is appointed.

At the Meeting, the Company will ask shareholders to vote for the election of the four nominees proposed by the Company as directors. Each holder of Common Shares will be entitled to cast its votes for, or withhold its votes from, the election of each director. The persons named in the form of proxy as proxyholders intend to vote for the election of all nominees whose names are set forth in this Information Circular, unless instructed otherwise.

Majority Voting for Directors

As part of its ongoing review of corporate governance practices, the Company requires, in an uncontested election of directors, any nominee for election as a director who receives a greater number of votes “withheld” than votes “for” to tender his or her resignation to the Chair of the Board of Directors promptly following the Meeting. The Corporate Governance and Nominating Committee will consider the offer of resignation and make a recommendation to the Board of Directors on whether to accept it. In considering whether to recommend acceptance of the resignation, the Corporate Governance and Nominating Committee will consider all factors deemed relevant by members of such Committee. The Corporate Governance and Nominating Committee will be expected to recommend acceptance of the resignation except in situations where the consideration would warrant the applicable director continuing to serve on the Board of Directors. The Board of Directors will make its final decision and announce it in a news release within 90 days following the Meeting. A director who tenders his resignation pursuant to this policy will not participate in any meeting of the Board of Directors or the Corporate Governance and Nominating Committee at which the resignation is considered.

Advance Notice Article

The Board of Directors has adopted an advance notice article, which has been ratified by shareholders. The advance notice by-law sets forth procedures for any shareholder who intends to ‎nominate any person for election as a director of the Company other than pursuant to shareholder ‎rights instilled within the Company’s governing statute or through a shareholder proposal. The advance ‎notice by-law stipulates a deadline by which a shareholder must notify the Company of its intention to ‎nominate directors and also sets out the information that a shareholder must provide regarding each ‎director nominee and the nominating shareholder in order for the requirements of the advance notice by-‎law to be met. These requirements are intended to provide all shareholders with the opportunity to ‎evaluate and review the proposed candidates and vote in an informed and timely manner regarding such ‎nominees. As of the date of this Information Circular, the Company has not received any director ‎nominations in accordance with the requirements of the advance notice articles.

Nominees

The following table sets forth certain information relating to each of the persons nominated for election as directors of the Company at the Meeting. The four committees of the board are: (i) Audit Committee (AC), (ii) Compensation Committee (CC), (iii) Governance and Nominating Committee (GNC), and (iv) Special Committee (SC).

The table also sets forth each nominees’ current equity ownership consisting of Common Shares beneficially owned, directly or indirectly, or controlled or directed, and options credited to, each nominee. For additional information regarding compensation, options, equity ownership, and current directorships, please refer to the Statement of Executive Compensation, Statement of Corporate Governance Practices and Other Directorships.

Notes:

Cease Trade Orders, Bankruptcies, Penalties or Sanctions

Except as disclosed below, to the knowledge of the Company, based on information provided by the nominees for election as directors of the Company, no such nominee:

that was in effect for more than 30 consecutive days.

Except as disclosed below, to the knowledge of the Company, based on information provided by the nominees for election as directors of the Company, no such nominee:

Mr. Blair Jordan was Interim CEO, CFO, and a director of Ascent when, on Friday, March 1, 2019, the Supreme Court of British Columbia issued an order granting Ascent’s application for creditor protection under the Companies’ Creditors Arrangement Act (Canada) (the “CCAA”). The order also extends protection to Agrima Botanicals Corp., Bloom Holdings Ltd., Bloom Meadows Corp., Pinecone Products Ltd., Agrima Scientific Corp. and West Fork Holdings NV Inc. These proceedings did not include or impact the operations and activities of Ascent’s other subsidiaries, including operations in Oregon, Nevada, and Denmark. The aforementioned companies sought creditor protection to address near term liquidity issues, which were in large part caused by the ongoing suspension of their licenses by Health Canada which were negatively impacting their ability to complete a strategic alternatives process in sufficient time to address its short-term liquidity issues. In the circumstances, the board of directors of Ascent determined that a CCAA proceeding was the most prudent and effective way to carry on business and maximize value for Ascent’s stakeholders. While under CCAA protection, Ascent continued its day-to-day operations and, on April 5, 2019, completed the sale of its Canadian assets and certain related liabilities for approximately $41.5 million. On April 26, 2019, Mr. Jordan resigned as an officer and director of Ascent.

On April 30, 2021, the Ontario Securities Commission appointed PwC as receiver over all the assets and undertaking of Bridging Finance Inc., to whom Mjardin owed over $160 million. As a result, on April 30, 2021, Mjardin announced a review of strategic alternatives available to it due to liquidity issues given the amount of debt on its balance sheet, including a sales and investment solicitation process (SISP) relating to its assets. On May 26, 2021, given his background in cannabis and capital markets, Mr. Jordan agreed to act as a director and member of the Special Committee of the directors of Mjardin in connection with a proposed restructuring of the company’s balance sheet, and turnaround of operations. From the date of his appointment as a director, Mjardin worked vigorously towards a restructuring of its balance sheet, which included a wide ranging SISP of both its Canadian and US assets, and the development of two turnaround plans. However, notwithstanding the work undertaken towards the restructuring and turnaround, PwC, as receiver, determined to place Mjardin into receivership on March 23, 2022. Mr. Jordan resigned as a director and officer immediately prior to the Order of the Superior Court of Ontario in that regard.

On June 6, 2024, Minas Metals Corp., a company where Mr. Jordan is a director, was subject to a cease trade order for failure to file unaudited interim financial statements, management’s discussion and analysis and related CEO and CFO certifications. The cease trade order was lifted on June 25, 2024 when all the required filings were completed.

AUDIT COMMITTEE

Audit Committee Charter

The complete text of the Company’s audit committee charter is attached as Appendix “K” to this Information Circular.

Composition of the Audit Committee and Relevant Education and Experience

The following sets forth information relating to the Company’s Audit Committee during fiscal 2025 and 2024:

Notes:

Audit Committee Oversight

At no time since the commencement of the Company’s two most recently completed financial years was a recommendation of the Audit Committee to nominate or compensate an external auditor not adopted by the Board of Directors.

Reliance on Certain Exemptions

Since the commencement of the Company’s two most recently completed financial years, the Company has not relied on:

Pre-Approval Policies and Procedures

The Audit Committee has adopted specific policies and procedures for the engagement of non-audit services as set out in the Company’s Audit Committee Charter, a copy of which is attached as Appendix “K” to this Information Circular. Pursuant to the Audit Committee Charter, the Audit Committee has to approve in advance any retainer of the external auditors to perform any non-audit services for the Company in accordance with applicable requirements. The Audit Committee may delegate pre-approval authority to a member of the Audit Committee. The decisions of any member of the Audit Committee to whom this authority has been delegated must be presented to the full Audit Committee at its next scheduled meeting. Approval by the Audit Committee of a non-audit service to be performed by the external auditor of the Company will be disclosed in periodic reports as required by applicable requirements. See the Audit Committee Charter attached as Appendix “K” to this Information Circular.

External Auditor Service Fees

Davidson & Company LLP has acted as the auditor of the Company since November 7, 2014. The following table sets out the fees billed by Davidson & Company LLP for each of the last two most recently completed financial years:

Notes:

Exemption

The Company is relying on the exemption in section 6.1 of NI 52-110 (Venture Issuers) as it relates to Part 5 of NI 52-110 (Reporting Obligations).

EXECUTIVE COMPENSATION

This section of the Information Circular explains how the Company’s executive compensation program is designed and operated with respect to the Company’s NEOs defined as follows:

The Company’s NEOs currently are Ralph Shearing (CEO) and Anthony Balic (CFO and Corporate Secretary).

Table of Compensation Excluding Compensation Securities

The following table discloses all compensation paid to NEOs and directors for the two most recently completed financial years, other than compensation securities, which are discussed below under “Stock Options and Other Compensation Securities”. All amounts noted below are in US Dollars.

Notes:

External Management Companies

On October 1, 2023, the Company entered into an executive consulting agreement with Ralph Shearing and CMB Investments Ltd., a company that is wholly owned and controlled by Mr. Shearing, pursuant to which Mr. Shearing provides CEO services to the Company as a consultant. Pursuant to the consulting agreement, the Company pays Mr. Shearing a consulting fee of C$159,000 per annum paid in monthly installments. See also “Employment, Consulting and Management Agreements” below.

On January 15, 2026, the Company entered into an executive consulting agreement with Anthony Balic and Katuni Capital Corp., a company controlled by Mr. Balic, pursuant to which Mr. Balic provides CFO services to the Company as a consultant. Pursuant to the agreement, the Company pays Mr. Balic a consulting fee of C$225,000 plus GST per annum paid in monthly installments, which was increased from a consulting fee in the amount of C$177,000 plus GST per annum. The increase in the consulting fee was paid retroactive to June 1, 2025. See also “Employment, Consulting and Management Agreements” below.

Stock Options and Other Compensation Securities

The following table discloses all compensation securities granted or issued to each NEO and director by the Company or any of its subsidiaries in the financial year ended December 31, 2025 for services provided or to be provided, directly or indirectly, to the Company or any of its subsidiaries:

Notes:

Exercise of Compensation Securities

During the financial year ended December 31, 2025, the following NEOs and directors exercised compensation securities:

Note:

Stock Option Plan

Stock Option Granting Process

Grants of stock options are typically made annually or, for new employees, at the next quarterly meeting of the Board of Directors after the commencement of employment.

The CEO makes recommendations to the Compensation Committee regarding individual employee stock option awards for all recipients. In other circumstances, the Compensation Committee makes its own recommendations to the Board of Directors. The CEO does not engage in discussions with the Compensation Committee regarding his own stock option grants.

The Compensation Committee typically reviews the appropriateness of the stock option grant recommendations from the CEO for all eligible employees and accepts or adjusts these recommendations. The Compensation Committee is responsible for approving all individual stock option grants, including grants that are awarded outside the annual compensation deliberation process for such things as promotions or new hires.

The Compensation Committee is also responsible for recommending to the Board of Directors for its approval any stock option grants for executive officers. The Compensation Committee typically approves or recommends compensation awards, including stock option grants, which are not contingent on the number, term or current value of other outstanding compensation previously awarded to the individual.

Summary of the Stock Option Plan

The Company adopted the Stock Option Plan in August 2021 with the approval of shareholders, which was amended to comply with TSXV policies in connection with the Company’s transition from the TSX to the TSXV in February 2024. A summary of the material terms of the Stock Option Plan is set out below.

The Company wishes to replace the Stock Option Plan with the Omnibus Plan. Accordingly, at the Meeting, shareholders will be asked to pass an ordinary resolution to approve the Omnibus Plan. A summary of the material terms of the Omnibus Plan is provided under “Particulars to Be Acted Upon – 4. Approval of Omnibus Plan Resolution”. A full copy of the Omnibus Plan is attached as Appendix “J” to this Information Circular.

The Stock Option Plan is a 10% rolling stock option plan under which the maximum issuance of Options cannot exceed 10% of the issued and outstanding Common Shares from time to time. As a result, should the Company issue additional Common Shares in the future, the number of Common Shares issuable under the Stock Option Plan will increase accordingly. The Stock Option Plan is considered an “evergreen” plan, since the Common Shares covered by Options which have been exercised shall be available for subsequent grants under the Stock Option Plan and the number of Options available to grant increases as the number of issued and outstanding Common Shares increases.

As of the date hereof, the Company has 301,529,908 issued and outstanding Common Shares, meaning that, pursuant to the terms of the Stock Option Plan, 30,152,991 Common Shares may be reserved for issuance pursuant to the exercise of Options granted. As of the date hereof, 4,762,500 Options are outstanding under the Stock Option Plan, representing 1.58% of the current total number of issued and outstanding Common Shares. An aggregate of 25,390,491 Options remain available for grant under the Stock Option Plan, representing 8.42% of the current total number of issued and outstanding Common Shares (such Options are hereinafter referred to as the “unallocated” Options).

The Stock Option Plan does not include an automatic expiration date. Pursuant to TSXV policies and for so long as the Stock Option Plan stays active, all unallocated Options, rights or other entitlements available under the Stock Option Plan must be approved annually by the majority of disinterested shareholders of the Company, which approval is being sought at the Meeting.

Employees, independent contractors, officers, directors (subject to limitations) and consultants of the Company or any of its subsidiaries are eligible to participate in the Stock Option Plan, which is intended to continue to achieve a number of objectives through the grant of Options including:

The Stock Option Plan provides that:

Employment, Consulting and Management Agreements

In February 2022, the Company entered into an agreement with Anthony Balic setting forth the terms and conditions of his employment as Chief Financial Officer, which was in effect for part of the financial year ended December 31, 2025. The agreement provided for a base salary in the amount of C$177,000, bonus payments and reimbursement of expenses, and included, among other things, customary provisions regarding confidentiality and non-competition. The agreement with Mr. Balic provided that the agreement could be terminated upon three months notice by the Company or immediately for cause. If his employment was to be terminated without cause, Mr. Balic would be entitled to a severance payment of 50% of the incentive bonus due to him. Under the agreement with Mr. Balic, upon a “change of control” (as defined below), the Company would pay Mr. Balic an amount equal to 1.5 times his annualized salary. The agreement was replaced in January 2026.

On January 15, 2026, the Company entered into an executive consulting agreement with Anthony Balic and Katuni Capital Corp., a company controlled by Mr. Balic, pursuant to which Mr. Balic continues to provide CFO services to the Company as a consultant. Pursuant to the new agreement, Mr. Balic receives a consulting fee in the amount of C$225,000 plus GST per annum paid in monthly installments, which was paid retroactive to June 1, 2025, and an increased entitlement in the event of termination without cause from three (3) to six (6) months’ equal to Mr. Balic’s annual fee. Mr. Balic will also be entitled to a one-time bonus in the amount of C$75,000 upon the closing of the Plan of Arrangement. The agreement does not provide for any payment upon a change of control of the Company or similar event.

Effective October 2023, the Company entered into an executive consulting agreement (the “Consulting Agreement”) with CMB Investments Ltd. (“CMB”) and Ralph Shearing setting forth the terms and conditions of the consulting services to be provided by CMB and, Ralph Shearing as Chief Executive Officer. The agreement provides for a base salary, bonus payments and reimbursement of expenses. The agreement with Mr. Shearing provides that the agreement can be terminated upon three months notice by the Company or immediately for cause. If his employment is terminated without cause, Mr. Shearing will be entitled to a severance payment of 100% of the incentive bonus due to him.

Pursuant to the agreement, Mr. Shearing will be entitled to receive an amount equal to his annual fee, which amounts to C$159,000, if he is terminated, other than for just cause, within the first 12 months of the Consulting Agreement following a “change of control”. If Mr. Shearing is terminated after the first 12 months of the Consulting Agreement, other than for just cause, following a change of control, Mr. Shearing will be entitled to receive an amount equal to 1.5 times his annual fee, which amounts to C$238,500. At the sole option of the Company, 60% of the payment can be made through the issuance of Common Shares, or upon written request by Mr. Shearing and as approved by the Company, any amount in excess of 60% can also be paid through the issuance of Common Shares. The Common Shares will be issued at a price calculated using a 20-day VWAP as of the date of first public announcement of the change of control, subject to regulatory approval and if required, the Company having received shareholder approval for such payment at the next annual or special general meeting of the Company. In addition, any Options held by Mr. Shearing will immediately vest in the case of a change of control. See also “Interest of Certain Persons in Matters to be Acted Upon”.

“change of control” means a transaction or series of transactions whereby directly or indirectly the occurrence of any one or more of the following events:

Oversight and Description of NEO and Director Compensation

Compensation Discussion and Analysis

The objectives of the Company’s executive compensation program are:

The two basic components of executive compensation have been a fixed salary and performance-based variable incentive compensation which is comprised of stock option grants. The allocation of Total Direct Compensation value to these different compensation elements is not based on a formula, but rather is intended to reflect market practices as well as the Compensation Committee’s discretionary assessment of an executive officer’s past contribution and ability to contribute to future short and long-term business results.

The Compensation Committee assists the Board of Directors in fulfilling its responsibility to shareholders, potential shareholders and the investment community by reviewing and providing recommendations to the Board of Directors regarding compensation of the Company’s executive officers, employees and directors, succession plans for executive officers, and the Company’s overall compensation and benefits policies, plans and programs.

The Compensation Committee is responsible for establishing, administering and evaluating the compensation philosophy based on criteria, including the Company’s performance for the accomplishment of long-term strategic objectives. The Compensation Committee oversees the Company plans, i.e. the current Stock Option Plan and the anticipated Omnibus Plan. In the determination of compensation for the executive management and directors, the Compensation Committee may utilize any or all of the following: compensation surveys, peer comparison, analysis, compensation consultants and any other reference or means deemed appropriate. All of the members of the Compensation Committee have experience setting compensation for executives in companies of similar size to the Company.

In the course of its deliberations, the Compensation Committee considered the implications of the risks associated with adopting the compensation program currently in place. The Compensation Committee does not believe that the compensation program adopted by the Company creates a material risk that the NEOs or any employee would be encouraged to take inappropriate or excessive risks and no such risks have been detected to date. The Compensation Committee will continue to include this consideration in its deliberations and believes that it and the Board of Directors would detect actions of management or employees of the Company that constitute or would lead to inappropriate or excessive risks.

The Company does not have a policy that would prohibit the NEOs or directors from purchasing financial instruments that are designed or would have the effect of hedging the value of equity securities granted to or held by these individuals.

Executive Compensation-Related Fees

During the year ended December 31, 2025, there were no fees paid to consultants or advisors with respect to executive compensation.

Base Salary

Base salary is the fixed portion of Total Direct Compensation and was designed to provide income certainty and to attract and retain executives. Base salaries for NEOs are reviewed annually. During the 2025 fiscal year, there were no increases to executive compensation. On January 14, 2026, the Company increased the annual base salary of the Company’s Chief Financial Officer and Corporate Secretary, Anthony Balic, to C$225,000 retroactive to June 1, 2025. Please see “Employment, Consulting and Management Agreements”.

Long-term Incentives

Long-term incentive compensation is provided through the granting of stock options. This incentive arrangement is typically designed to motivate executives to achieve longer-term sustainable business results, align their interests with those of the shareholders and to attract and retain executives.

Participants benefit only if the market value of the Company’s Common Shares at the time of stock option exercise is greater than the exercise price of the stock options at the time of grant. In most instances to date, the vesting period and term of the option has been established by the Board of Directors in relation to the circumstances surrounding each grant.

For the 2025 fiscal year, the Compensation Committee reviewed all compensation to be awarded to the NEOs.

The Compensation Committee believed it was important to follow appropriate governance practices in carrying out its responsibilities with respect to the development and administration of executive compensation and benefit programs. Governance practices followed by the Compensation Committee included holding in-camera sessions without management present and, when necessary, obtaining advice from external consultants.

The Role of Management

For the 2025 fiscal year, management had direct involvement in and knowledge of the business goals, strategies, experiences and performance of the Company. As a result, management played an important role in the compensation decision-making process. The CEO may also provide a self-assessment of his own individual performance objectives and/or results achieved, if requested by the Compensation Committee. No such requests were made by the Compensation Committee during 2025.

Performance Assessment

Rather than strictly applying formulas and weightings to forward-looking performance objectives, which may lead to unintended consequences for compensation purposes, the Compensation Committee exercises its discretion and uses sound judgment in making compensation determinations. For this reason, the Compensation Committee does not measure performance using any pre-set formulas in determining compensation awards for NEOs. The Compensation Committee’s assessment of the overall business performance of the Company, including corporate performance against both quantitative and qualitative objectives and, where appropriate, relative performance against peers, provides the context for individual executive officer evaluations for all direct compensation awards.

Corporate Performance

In the future the Compensation Committee will review the results achieved by the Company and discuss them with management on an annual basis. For the purposes of Total Direct Compensation deliberations, the Compensation Committee will then consider the results achieved by the Company to provide general context for the Compensation Committee’s review of individual performance by the NEOs.

Individual Performance

During the 2025 fiscal year, the compensation for the CEO and CFO was fixed. Compensation of the Company’s CEO and CFO is disclosed under the heading “Table of Compensation Excluding Compensation Securities”.

Internal Equity and Retention Value

Executive officers pay relative to other executives’ internal equity is generally considered in establishing compensation levels. The difference between one executive officer’s compensation and that of the other NEOs reflects, in part, the difference in their relative responsibilities. The CEO’s responsibility for the management and oversight of the enterprise is greater than each of the executive officers’ respective business areas. The Compensation Committee also considers the retentive potential of its compensation decisions. Retention of the NEOs is generally critical to business continuity and succession planning.

Previously Awarded Compensation

The Compensation Committee approved or recommended compensation awards which were not contingent on the number, term or current value of other outstanding compensation previously awarded to the individual. The Compensation Committee believed that reducing or limiting current stock option grants or other forms of compensation because of prior gains realized by an executive officer would unfairly penalize the officer and reduce the motivation for continued high achievement. Similarly, the Compensation Committee did not purposely increase long-term incentive award values in a given year to offset less-than-expected returns from previous grants. During the annual Total Direct Compensation deliberations, the Compensation Committee was provided with summaries of the history of each executive officer’s previously awarded Total Direct Compensation. These summaries help the Compensation Committee to track changes in an executive officer’s Total Direct Compensation from year to year and to remain aware of the historical compensation for each individual.

Material Factors Necessary to Understand Director Compensation

The Company has adopted a compensation scheme for non-executive directors that pay cash amounts. Below is a description of the directors’ compensation fees for the year ended December 31, 2025.

A cash retainer is paid quarterly effective after the Company’s annual general meeting. Directors are also reimbursed for their Board-related expenses incurred on the Company’s behalf. The cash retainer (in US Dollars) is comprised of the following:

On January 12, 2026, the Company increased the fees payable to directors retroactively to July 1, 2025. The changes in fees (in US Dollars) are comprised of the following:

The Company formed the Special Committee to review and evaluate possible strategic business transactions and other potential strategic alternatives for the Company, including the Arrangement. It was formed on April 4, 2025 and each committee member received an initial fee of $10,000 in connection with its services.

Other Compensation

Executive officers may receive other benefits that the Company believes are reasonable and consistent with its overall executive compensation program. These benefits, which are based on competitive market practices, support the attraction and retention of executive officers. Benefits consist of extended medical and dental coverage, the level of which is consistent with industry practice and limited executive perquisites. Any non-policy perquisites are outlined in the discussion following the Summary Compensation Table.

Pension Disclosure

The Company does not provide a pension to any NEO or director.

SECURITIES AUTHORIZED FOR ISSUANCE
UNDER EQUITY COMPENSATION PLANS

The Company adopted a Stock Option Plan to permit the Company to grant incentive stock options up to 10% of the issued and outstanding Common Shares to its directors, officers, employees and consultants of the Company or its subsidiaries. For more information regarding the Stock Option Plan, see “Statement of Executive Compensation – Stock Option Plan” above. Other than the Stock Option Plan, the Company currently has no other compensation plans.

The Company wishes to replace the Stock Option Plan with the Omnibus Plan. Accordingly, at the Meeting, shareholders will be asked to pass an ordinary resolution to approve the Omnibus Plan. A summary of the material terms of the Omnibus Plan is provided under “Particulars to Be Acted Upon – 4. Approval of Omnibus Plan Resolution”. A full copy of the Omnibus Plan is attached as Appendix “J” to this Information Circular.

The following table sets out information required with respect to compensation plans, pursuant to which equity securities of the Company were authorized for issuance as at the financial year ended December 31, 2025:

Notes:

INDEBTEDNESS OF DIRECTORS AND OFFICERS

No person who is, or at any time during the most recently completed financial year was, a director or executive officer of the Company, no proposed nominee for election as a director, nor any associate of such director, executive officer or nominee (i) is or has been indebted to the Company or its subsidiaries since the beginning of the Company’s most recently completed financial year, or (ii) has or had indebtedness to another entity since the beginning of the Company’s most recently completed financial year that has been or was the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Company or any of its subsidiaries.

INTERESTS OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

For the purposes of this Information Circular, “informed person” means:

Other than as disclosed herein or in the Company’s financial statements, no informed person of the Company, any proposed director, or any of their associates or affiliates, has any material interest, direct or indirect, in any transaction since the commencement of the Company’s most recently completed financial year or in any proposed transaction which has materially affected or would materially affect the Company or any of its subsidiaries. See “Interest of Certain Persons in Matters to be Acted Upon”.

All related party transactions for the financial years ended December 31, 2025 and 2024 are detailed in the Company’s Management Discussion & Analysis for the years ended December 31, 2025 and 2024 available on SEDAR+ at www.sedarplus.ca (or promptly upon request from the Company as described herein). Please note that transactions are translated at applicable average exchange rates, except for monetary assets and liabilities, which are translated at the appropriate period end exchange rates. Accordingly, while balance continuity can be reconciled in the original currency, differences will arise due to translation in the amounts reported in United States dollars.

STATEMENT OF CORPORATE GOVERNANCE PRACTICES

The Board of Directors of the Company, as a whole, is responsible for reviewing the overall governance principles of the Company and is responsible for any governance issues that may arise. National Instrument 58-101 – Disclosure of Corporate Governance Practices requires each reporting issuer to disclose its corporate governance practices on an annual basis. The following describes the Company’s corporate governance practices.

Other Directorships

Certain directors of the Company are also presently directors of other issuers that are reporting issuers (or the equivalent) in Canada or elsewhere. With respect to these interlocking board memberships, it is the Board of Directors’ view that the mining community at the highest levels is closely connected and that in order for the Company’s directors to maintain these connections, which are in the best interests of the Company, directors of the Company should be permitted to serve on other boards of directors, including in some cases, the same board of directors. The current Board of Directors is satisfied that it has a system for dealing with conflicts of interest if any were to arise. In addition to their positions with the Company, the following current directors also served as directors of the following reporting issuers or reporting issuer equivalent(s):

Attendance of Directors at Board and Committee Meetings

Please refer to “Election of Directors” as to Board of Directors meetings and committee meeting attendance.

PARTICULARS TO BE ACTED UPON

To the knowledge of the Board of Directors the only matters to be brought before the Meeting are those matters set forth in the Notice of Meeting:

The Board of Directors approved the audited consolidated financial statements of the Company and the auditor’s report thereon for each of the financial years ended December 31, 2025 and 2024, all of which will be presented at the Meeting and can be found on SEDAR+ at www.sedarplus.ca or on the Company’s website at www.goldgroupmining.com. No approval or other action needs to be taken at the Meeting in respect of these documents.‎

The Company has proposed that Corry J. Silbernagel, Anthony Balic, Blair Jordan and Roberto Guzman be nominated for election as directors of the Company. Please refer to “Election of Directors”, “Statement of Executive Compensation”, “Statement of Corporate Governance Practices” and “Other Directorships” above for more information regarding each Nominee.

The Board of Directors recommends that shareholders vote in favour of each Nominee. Unless otherwise directed, the management designee named in the enclosed proxy will vote in favour of an ordinary resolution electing each Nominee to hold office until the next annual general meeting of the shareholders or until ‎their successors are elected or appointed. ‎

However, if the Arrangement Resolution is approved at the Meeting and the Plan of Arrangement is successfully completed, the Board will be reconstituted in accordance with the terms of the Plan of Arrangement. Please see “The Arrangement Agreement – Officers and Directors upon Completion of the Arrangement and Merger” for information on the proposed composition of the Board of Directors following completion of the Arrangement.

Shareholders will be asked to approve the re-appointment of Davidson & Company LLP, Chartered Accountants, as the auditor of the Company to hold office until the next annual general meeting of the shareholders at remuneration to be fixed by the Board of Directors. Davidson & Company LLP, has served as the Company’s auditor since November 7, 2014.

Unless otherwise directed, the management designee named in the enclosed proxy will vote for the appointment of Davidson & Company LLP, Chartered Accountants, of Vancouver, British Columbia, as the Company’s auditor to hold office until the next annual general meeting of the shareholders, at a remuneration to be fixed by the directors.

At the Meeting, shareholders will be asked to consider and, if deemed advisable, to approve, with or without variation, the Omnibus Plan Resolution approving the Company’s Omnibus Plan, a “rolling up to 10% and fixed up to 10%” equity incentive plan (as such term is defined in TSXV Policy 4.4). The information below should be read in conjunction with the Omnibus Plan. A copy of the Omnibus Plan is attached to this Information Circular as Appendix “J”.

In June 2021, the Company adopted the Company’s current Stock Option Plan, which allows the Company to grant Options to executive officers, directors, employees and consultants of the Company equal to up to 10% of the issued and outstanding Common Shares. In February 2024, the Company amended the Stock Option Plan to align it with new provisions of TSXV Policy 4.4. On May 29, 2026, the Board adopted the Omnibus Plan, which remains subject to approval by the TSXV and the Company’s shareholders at the Meeting. A summary of the Omnibus Plan is set out below. If approved at the Meeting and accepted by the TSXV, the Omnibus Plan will replace the Company’s current Stock Option Plan on completion of the Arrangement.

Summary of Omnibus Plan

The following is a summary of the key provisions of the Omnibus Plan. The following summary is qualified in all respects by the full text of the Omnibus Plan, a copy of which is attached hereto as Appendix “J”. All terms used but not defined in this section have the meaning ascribed thereto in the Omnibus Plan.

Purpose

The purpose of the Omnibus Plan is to, among other things, increase the interest in the Company’s welfare of those Eligible Participants who share responsibility for the management, growth and protection of the business of the Company, and provide a means through which the Company may attract and retain able persons to enter into and remain in its employment or service.

Plan Administration

The Omnibus Plan will be administered by the Board. The Board may delegate such administration to a standing committee of directors, while day-to-day administration may be delegated to such officers, managers, committee or any other person to which the Board delegates the authority to perform such functions. The Board has full authority to interpret and construe any provision of the Omnibus Plan. All actions taken and all interpretations and determinations made by the Board will be conclusive and binding on the Eligible Participants and the Company.

Maximum Number of Common Shares Available for Awards

Subject to adjustment as provided for under the Omnibus Plan, and as may be approved by the TSXV and the shareholders from time to time, the maximum number of Common Shares issuable at any time pursuant to outstanding Awards under the Omnibus Plan shall be equal to the following:

The Omnibus Plan includes an “evergreen” feature with respect to the grant of Options. The Common Shares covered by Options which have been settled, exercised or terminated shall be available for subsequent grants under the Omnibus Plan and the number of Options available to grant increases as the number of issued and outstanding Common Shares increases. If Awards are cancelled, surrendered, settled for cash, or terminated without being redeemed, the underlying Common Shares will again become available to be granted.

Description of Awards and Eligibility

Dividend Equivalents

Dividend Equivalents may, as determined by the Board in its discretion, be awarded in respect of DSUs, unvested RSUs, and unvested PSUs in a Participant’s Account on the same basis as cash dividends declared and paid on Common Shares as if the Participant was a shareholder of record of Common Shares on the relevant record date. However, to the extent that Dividend Equivalents entitle Participants to receive additional DSUs, RSUs and PSUs, as applicable, the maximum aggregate number of Common Shares that might possibly be issued to satisfy this obligation must be included in the grant limits in the Omnibus Plan, and if the Company does not have a sufficient number of Common Shares available under the Omnibus Plan to satisfy its obligations in respect of such Dividend Equivalents, it shall make payments in cash.

In the event that the Participant’s applicable RSUs or PSUs do not vest, all Dividend Equivalents, if any, associated with such RSUs or PSUs will be forfeited by the Participant and returned to the Company’s account.

Other Stock Based Awards

Subject to applicable stock exchange rules, the Board may grant equity-based or equity-related awards not otherwise described in the table above in such amounts and subject to such terms and conditions consistent with the Omnibus Plan as the Board may determine.

Participation Limits

The Omnibus Plan provides the following limitations on grants:

Change of Control

Other than in respect of certain DSUs as described below, in the event of a potential Change of Control, the Board shall have the power, in its discretion, unless otherwise provided in an applicable grant agreement, to modify the terms of the Omnibus Plan and/or the Awards to assist the Participants to tender into a take-over bid or to participate in any other transaction leading to a Change of Control. The Board’s power includes the discretion to take whatever actions it deems necessary or appropriate with respect to outstanding Awards, including, but not limited to: (a) to provide for full or partial accelerated vesting of any Award or portion thereof, either immediately prior to such Change of Control or on such terms and conditions following the Change of Control (such as a termination without Cause) as the Board determines in its sole and absolute discretion; (b) to provide for the assumption of such Awards or portions thereof or the substitution of such Awards or portions thereof with similar awards of the surviving or acquiring company or parent thereof, in a manner designed to comply with Section 409A of the Code (for U.S. Participants); (c) to provide for the settlement in cash or property and cancellation of any Award or portions thereof immediately prior to such Change of Control, which settlement may, in a manner designed to comply with Code Section 409A for U.S. Participants), be subject to any escrow, earn-out or other contingent or deferred payment arrangement that is contemplated by such Change of Control; and (d) take any other actions as the Board deems necessary or advisable in connection with such Change of Control transaction; provided, however, that in the event the surviving or acquiring company does not assume the outstanding Awards or portions thereof or substitute similar stock awards for those outstanding under the Omnibus Plan as of the Change of Control, then (i) the vesting and exercisability, if applicable, of all Awards or portions thereof shall be accelerated in full immediately prior to such Change of Control, with all Performance Criteria deemed achieved based on performance measured through the date of the Change of Control, and (ii) such outstanding Awards or portions thereof shall terminate and/or be payable upon the occurrence of the Change of Control (or such other date as may be required to maintain compliance with Section 409A of the Tax Act). The Board may take different actions with respect to different Participants under the Omnibus Plan, different Awards under the Omnibus Plan, and different portions of Awards granted under the Omnibus Plan.

The foregoing shall not apply with respect to any DSUs held by a Participant where such DSUs are governed under paragraph 6801(d) of the regulations under the Tax Act or any successor to such provision.

Assignment

Each Award is personal to the participant and is not assignable or transferable, other than by will or by the laws of succession of the domicile of the deceased Participant.

Amendment or Discontinuance

The Board may amend or revise the terms of the Omnibus Plan or discontinue the Omnibus Plan at any time.

The Board may, subject to receipt of requisite shareholder approval, including disinterested shareholder approval, and regulatory approvals (including any applicable TSXV approval), make the following amendments to the Omnibus Plan:

The Board may, without shareholder approval, subject to receipt of any requisite regulatory approval (including any applicable TSX approval), where required, in its sole discretion, make all other amendments to the Omnibus Plan, any applicable award letter or Award granted under the Omnibus Plan including, without limitation:

Board Recommendation

The Board has reviewed the Omnibus Plan and concluded that the Omnibus Plan is fair and reasonable to the shareholders and in the best interests of the Company. The Board and management of the Company recommend that shareholders vote in favour the Omnibus Plan Resolution. In support of its recommendation to the shareholders to vote in favour the Omnibus Plan Resolution, the Board and management of the Company considered that the Omnibus Plan is an efficient and effective plan to provide the Company with a share-related mechanism to (a) advance the interests of the Company by enhancing the ability of the Company to attract, motivate and retain employees, officers, directors, and consultants, (b) reward such persons for their sustained contributions, and to (c) encourage such persons to take into account the long-term corporate performance of the Company.

The Board believes that the passing of the Omnibus Plan Resolution is in the best interests of the Company. The Board recommends that shareholders of the Company vote in favour of the Omnibus Plan Resolution.

Omnibus Plan Resolution

The Omnibus Plan is considered a “rolling up to 10% and fixed up to 10%” plan as defined in TSXV Policy 4.4. In accordance with TSXV policies, the Company must seek shareholder approval on adoption of the Omnibus Plan. As of the date of this Information Circular, the Omnibus Plan has been conditionally approved by the TSXV in accordance with TSXV Policy 4.4. The Omnibus Plan remains subject to the final approval of the TSXV.

Accordingly, at the Meeting, the shareholders will be asked to consider and, if deemed appropriate, to pass, with or without variation, an ordinary resolution approving the Omnibus Plan in substantially the following form:

“BE IT RESOLVED, as an ordinary resolution, that:

Unless otherwise instructed, the persons named in the enclosed form of proxy intend to vote in favour of the Omnibus Plan Resolution. In order for the Omnibus Plan Resolution to pass, approval by at least a simple majority of the Common Shares voted in respect thereof at the Meeting is required.

The current articles of the Company were adopted in 2011 (the “Current Articles”) and have not been modernized to reflect updates in corporate law and general practice. It is expedient and in the best interest of the Company that a new form of articles be adopted to govern the Company. The Board wishes to replace the Current Articles with the New Articles to provide the Company with modernized articles that provide greater flexibility to the Board in carrying out the business of the Company.

A copy of the proposed New Articles of the Company is attached as Appendix “L” to this Information Circular.

Comparison of Current Articles to New Articles

The New Articles are similar to Goldgroup’s current articles with the exception of a few changes. Among others, the New Articles:

Consolidation

Pursuant to the Arrangement, Goldgroup will consolidate all of the issued and outstanding Common Shares at the Consolidation Ratio, which ratio will be determined jointly by the Company and Gold Resource, and approved by the TSXV, prior to the Effective Date. The Consolidation is being undertaken by Goldgroup prior to the closing of the Merger in order to meet the listing requirements of the NYSE American and to facilitate the NYSE American Listing.

The Current Articles require a special resolution of the shareholders for consolidations. As noted above, the New Articles, if adopted, will permit the Company by resolution of the board of directors to subdivide or consolidate all or any of its unissued, or fully paid issued, shares.

As a result, the Consolidation is subject to, among other things, approval by Goldgroup shareholders of the Articles Resolution and the approval of the TSXV. In addition, the Consolidation is subject to compliance with the requirements of the TSXV, including, if applicable, shareholder approval.

Reasons for the Consolidation

The Board believes that it is in the best interests of the Company and its shareholders to complete the Consolidation to allow the Company to meet the minimum share price requirements to list on the NYSE American. The NYSE American currently requires a minimum share price of US$4.00 per share. If approved and completed, the Consolidation is expected to create additional investor interest from the United States and other jurisdictions, improve trade liquidity and investor confidence, and potentially result in less volatility in the price of the Common Shares. A higher post-Consolidation price of the Common Shares could also help generate interest in the Company among certain investors. In particular, a higher anticipated Common Share price may meet investing criteria for certain institutional investors and investment funds that may be prevented under their investing guidelines from otherwise investing in the Common Shares at current prices.

Many North American mineral and metal production and development companies are listed on the NYSE American, and the Company believes that such U.S.-listed companies generally have better access to U.S. institutional and retail investors and have better overall trading liquidity compared to the Company today. The Company also believes that any potential listing of the Common Shares on the NYSE American will increase the visibility of the Company’s strategic position within the U.S. relative to other publicly traded mineral and metal companies. The Board believes that the Consolidation Ratio will give the Company enough flexibility to facilitate the NYSE American Listing following closing of the Arrangement.

Effects of the Consolidation

Should the Articles Resolution be approved by the shareholders, and the Consolidation be accepted by the TSXV and implemented by the Board, shareholders who hold share certificates will be required to exchange their share certificates representing pre-Consolidation Common Shares for new share certificates representing post-Consolidation Common Shares.

In the event that the Board determines to implement the Consolidation, it is expected that Computershare will send a letter of transmittal to each registered shareholder, who holds their Common Shares through share certificates, as soon as practicable after the implementation of the Consolidation. The letter of transmittal will contain instructions on how shareholders can surrender their share certificates representing pre-Consolidation Common Shares to Computershare. Computershare will forward to each such shareholder, who has submitted its share certificates representing pre-Consolidation Common Shares, along with such other documents as Computershare may require, a new share certificate representing the number of post-Consolidation Common Shares to which such shareholder is entitled. No share certificates will be issued for fractional Common Shares. Non-registered shareholders holding their Common Shares through an Intermediary should note that such Intermediary may have different procedures for processing the Consolidation than the procedures that will be used by the Company for registered shareholders. If you hold your Common Shares with an Intermediary and if you have questions in this regard, you are encouraged to contact them directly.

Board Recommendation

The Board believes that the passing of the Articles Resolution is in the best interests of the Company. The Board recommends that shareholders of the Company vote in favour of the Articles Resolution.

Articles Resolution

In order to be effective, the Articles Resolution must be approved by a special resolution of shareholders. The approval of a special resolution requires the affirmative vote of a two-thirds (2/3) majority of the votes cast by those shareholders of the Company who vote in person or by proxy at the Meeting in respect of such resolution.

At the Meeting, shareholders will be asked to consider, and if thought fit, to approve the Articles Resolution in the following form:

“BE IT RESOLVED, as a special resolution, that:

Unless otherwise instructed, the persons named in the enclosed form of proxy intend to vote IN FAVOUR of the Articles Resolution. In order for the Articles Resolution to pass, approval by at least two-thirds (2/3) of the Common Shares voted in respect thereof at the Meeting is required.

At the Meeting, shareholders will be asked to consider and, if deemed appropriate, to pass a special resolution approving the Arrangement Resolution, the full text of which is attached as Appendix “A” to this Information Circular. For detailed information concerning the proposed Arrangement and Merger, see “Information Concerning the Parties to the Arrangement”, “The Arrangement” and “The Arrangement Agreement” below.

Reasons for the Arrangement

The Board believes that it is in the best interests of the Company and its shareholders to complete the Arrangement and Merger as set out in the Plan of Arrangement, a copy of which is attached as Appendix “B” to this Information Circular. For a detailed discussion concerning the background and reasons for the Arrangement and Merger, see “The Arrangement – Background of the Arrangement” and “The Arrangement – Recommendation of the Board and its Reasons for the Arrangement”.

Board Recommendation

The Board believes that the passing of the Arrangement Resolution is in the best interests of the Company. The Board recommends that shareholders of the Company vote in favour of the Arrangement Resolution.

For a detailed discussion concerning the Board’s considerations and recommendation, see “The Arrangement – Recommendation of the Board and its Reasons for the Arrangement”.

Arrangement Resolution

In order to be effective, the Company’s articles require that the Arrangement Resolution be approved by a special resolution of shareholders. The approval of a special resolution requires the affirmative vote of a two-thirds (2/3) majority of the votes cast by those shareholders of the Company who vote in person or by proxy at the Meeting in respect of such resolution.

At the Meeting, shareholders will be asked to consider, and if thought fit, to approve the Arrangement Resolution, the full text of which is attached as Appendix “A” to this Information Circular.

Unless otherwise instructed, the persons named in the enclosed form of proxy intend to vote in favour of the Arrangement Resolution. In order for the Arrangement Resolution to pass, approval by at least two-thirds (2/3) of the Common Shares voted in respect thereof at the Meeting is required.

It is not known if any other matters will come before the Meeting other than set forth above and in the Notice of Meeting, but if such should occur, the persons named in the proxy intend to vote on any poll, on such matters in accordance with their best judgment, exercising discretionary authority with respect to amendments or variations of matters identified in the Notice of Meeting and other matters which may properly come before the Meeting or any adjournment or postponement thereof.

INFORMATION CONCERNING THE PARTIES TO THE ARRANGEMENT

Information Concerning the Company

Goldgroup is a Canadian-based mining company with two gold mine properties in Mexico. The Company has a 100% interest in the producing Cerro Prieto heap-leach gold mine located in the State of Sonora of Mexico and, subject to final approval from the TSXV, has recently acquired Molimentales, which owns the concessions comprising the formerly producing San Francisco gold mine, also located in the State of Sonora, Mexico.

Goldgroup’s Common Shares are listed on the TSXV under the symbol “GGA” and quoted on the OTC under the symbol “GGAZF.” Its head office is located at Suite 410, 1111 Melville Street, Vancouver, British Columbia, V6E 3V6, Canada, its registered and records office is located at Suite 2501, 550 Burrard Street, Vancouver, British Columbia, V6C 2B5, Canada and its telephone number is (604) 306-6867.

For additional information regarding the Company, see “Appendix “C” – Information Concerning the Company”, which is attached to this Information Circular.

Information Concerning Gold Resource

Gold Resource is a gold and silver producer, developer, and explorer with operations centered on the Don David Gold Mine in Oaxaca, Mexico. Under the direction of an experienced board and senior leadership team, Gold Resource’s focus is to unlock the significant upside potential of its existing infrastructure and large land position surrounding DDGM and to develop the Back Forty Project in Michigan, USA.

The Gold Resource Shares are listed on the NYSE American under the symbol “GORO.” Its principal executive offices are located at 7887 East Belleview Avenue, Suite 1100, Denver, Colorado 80111, and its telephone number is (303) 320-7708.

For information regarding Gold Resource, see “Appendix “D” – Information Concerning Gold Resource”, which is attached to this Information Circular.

Information Concerning Merger Sub

Merger Sub, a Colorado corporation, is a wholly owned subsidiary of Goldgroup that was formed solely for the purpose of facilitating the Merger. At the Effective Time, Merger Sub will merge with and into Gold Resource, with Gold Resource continuing as the surviving company and a wholly owned subsidiary of Goldgroup.

Merger Sub’s principal executive offices are located at Suite 410, 1111 Melville Street, Vancouver, British Columbia, V6E 3V6, Canada and its telephone number is (604) 306-6867.

THE ARRANGEMENT

Summary of the Arrangement

This summary section highlights selected information and does not include all the details that may be important to you. You should read the entire Information Circular carefully, including the appendices, for a more complete understanding of the Arrangement and the Arrangement Resolution to be voted on at the Meeting.

The Arrangement and Merger

The Company entered into the Arrangement Agreement, dated January 25, 2026, by and among the Company, Gold Resource and Merger Sub, pursuant to which Merger Sub will merge with and into Gold Resource, with Gold Resource surviving as a wholly owned subsidiary of Goldgroup. On May 15, 2026, the parties entered into the Amendment. The Amendment provides, among other things, that in connection with and to facilitate the NYSE American Listing, the Consolidation Ratio will be determined jointly by the Company and Gold Resource, and approved by the TSXV, prior to the closing of the Merger, and that the Exchange Ratio will also be automatically adjusted proportionately to correspond to the final Consolidation Ratio. Pursuant to the Amendment, the form of plan of arrangement and merger attached as Schedule A to the Arrangement Agreement was also amended and restated to reflect the foregoing.

The Merger will occur by way of a reverse triangular merger, in which Merger Sub will merge with and into Gold Resource under Colorado law and a plan of arrangement pursuant to Part 9, Division 5 of the BCBCA, with Gold Resource surviving as a wholly owned subsidiary of Goldgroup (referred to in this Information Circular as the “surviving company”). Former shareholders of Gold Resource are expected to own approximately 40% of the Resulting Issuer following the completion of the Merger and the Arrangement on a fully diluted in-the-money basis with Goldgroup’s current shareholders holding the remaining approximately 60% interest. The Arrangement Agreement includes customary representations, warranties, and covenants of the parties, as well as conditions to closing and termination rights. It also provides for potential termination fees under certain circumstances.

Consolidation of Common Shares

Pursuant to the Arrangement, Goldgroup will consolidate all of the issued and outstanding Common Shares at the Consolidation Ratio, which ratio will be determined jointly by the Company and Gold Resource, and approved by the TSXV, prior to the Effective Date. The Consolidation is being undertaken by Goldgroup prior to the closing of the Merger in order to meet the listing requirements of the NYSE American and to facilitate the NYSE American Listing. The Consolidation is subject to, among other things, approval by Goldgroup shareholders of the Articles Resolution and the approval of the TSXV. TSXV approval of the Consolidation is subject to compliance with TSXV requirements, including, if applicable, shareholder approval. See “Particulars to be Acted Upon – 5. Approval of Articles Resolution” and “The Arrangement Agreement – Consolidation of Common Shares”.

Consideration for Gold Resource Shares

Pursuant to the Arrangement Agreement, each outstanding Gold Resource Share will be transferred to Goldgroup in exchange for 1.4476 Common Shares (as adjusted by the proposed Consolidation) at the Effective Time. Any Gold Resource shareholder who would otherwise be entitled to receive a fraction of a Common Share pursuant to the Merger (after taking into account all the Gold Resource Shares held immediately prior to the Effective Time by such holder) shall have its holdings of Common Shares rounded up to the nearest whole share.

Treatment of Gold Resource Awards

At the Effective Time, all outstanding Gold Resource Options, Gold Resource DSUs, and Gold Resource RSUs will be assumed by Goldgroup and converted into equivalent awards for Common Shares, adjusted by the Exchange Ratio (other than Gold Resource Options held by residents of Canada, which will be deemed to be vested to the fullest extent and exchanged for Replacement Options, as adjusted by the Exchange Ratio). Vested Gold Resource DSUs and Gold Resource RSUs subject to delayed settlement may be paid out if terminated at closing. Gold Resource PSUs will convert into time-vested Gold Resource RSUs based on performance through the Effective Time, as determined by the Gold Resource Board and as adjusted by the Exchange Ratio. All assumed and converted awards and any Replacement Options will generally be subject to the same terms and conditions as were applicable to the corresponding Gold Resource Award prior to the assumption and conversion or exchange of the award by Goldgroup.

Officers and Directors upon Completion of the Arrangement and Merger

In accordance with the Arrangement Agreement, the board of directors of the Resulting Issuer will be comprised of five directors, of which three directors are to be selected by Goldgroup and two directors are to be selected by Gold Resource.

Additionally, pursuant to the Arrangement Agreement, Goldgroup, in consultation with Gold Resource, will determine prior to closing the composition of the management team to be implemented following completion of the Arrangement. Goldgroup and Gold Resource currently anticipate that the executive officers of Gold Resource immediately prior to the Effective Time will become the executive officers of the Resulting Issuer. However, the composition of the executive officers of the Resulting Issuer is not a condition to the closing of the Merger, and there can be no assurance that the anticipated management structure will be implemented as currently expected. See “The Arrangement Agreement – Officers and Directors upon Completion of the Arrangement and Merger”.

Recommendation of the Board and its Reasons for the Arrangement

The Board has unanimously (i) determined that the Arrangement is advisable, fair to and in the best interests of the Company and its shareholders; (ii) approved and declared advisable the Arrangement Agreement and the transactions contemplated thereby, including the Merger and Arrangement; and (iii) resolved to recommend, and does recommend, that shareholders vote in favour of the Arrangement Resolution.

In making its unanimous determination to approve the Arrangement Agreement and recommend that the Company’s shareholders vote in favour of the Arrangement Resolution, the Board considered a range of factors, including, but not limited to, the following:

Interests of Goldgroup’s Directors and Officers in the Arrangement

In evaluating the Arrangement, the Company’s shareholders should be aware that certain Goldgroup directors and executive officers may have interests in the Arrangement that are different from, or in addition to, those of the shareholders generally. The Board was aware of these interests and considered them, among other matters, in evaluating and approving the Arrangement Agreement and the transactions contemplated thereby, including the Merger, and in recommending that the Arrangement Resolution be approved by the Company’s shareholders. For additional details, see “Interest of Certain Persons in Matters to be Acted Upon”.

Fort Capital Fairness Opinion

The Board received the Fairness Opinion from its independent financial advisor, Fort Capital, stating that, as of such date, the Exchange Ratio being offered by Goldgroup pursuant to the Arrangement is fair, from a financial point of view, to the Goldgroup shareholders. For a summary of the Fairness Opinion, see “The Arrangement – Fort Capital Fairness Opinion”. The full text of the Fairness Opinion is also attached as Appendix “G” to this Information Circular.

Voting Agreements

Contemporaneously with the execution of the Arrangement Agreement, (i) each of the directors and officers of Gold Resource entered into a Gold Resource Voting Agreement with Goldgroup, and (ii) each of the directors, officers, and certain shareholders of Goldgroup entered into a Goldgroup Voting Agreement with Gold Resource. Pursuant to the Gold Resource Voting Agreements, among other things, such Gold Resource shareholders agreed to vote in favour of the Merger, not to transfer their Gold Resource Shares (or any securities convertible into Gold Resource Shares) other than in support of the Merger, and not to solicit or negotiate any alternative acquisition proposal in respect of Gold Resource. Pursuant to the Goldgroup Voting Agreements, among other things, such Goldgroup shareholders agreed to vote in favour of the Arrangement, not to transfer their Common Shares (or any securities convertible into Common Shares) other than in support of the Arrangement, and not to solicit or negotiate any alternative acquisition proposal in respect of Goldgroup. For additional details, see “The Arrangement – Voting Agreements”.

Accounting Treatment of the Merger

The Merger will be accounted for as a business combination in accordance with IFRS 3 Business Combinations, with Goldgroup identified as the accounting acquirer in accordance with the IFRS developed by the IASB. For additional information, see “The Arrangement – Accounting Treatment of the Merger”.

Regulatory Approvals

Under the Arrangement Agreement, the parties have agreed to use commercially reasonable efforts to obtain all regulatory clearances necessary to complete the Arrangement and Merger as promptly as practicable.

The completion of the Arrangement and Merger is subject to approval of the TSXV and the Court. Gold Resource received unconditional approval from the Mexican National Antitrust Commission in respect of the Merger on April 27, 2026. The parties are currently not aware of any other material federal, state, or foreign regulatory approvals required to complete the Arrangement and Merger. See “The Arrangement – Regulatory Approvals”.

Dissent Rights

In accordance with the BCBCA, shareholders will have dissent and appraisal rights in respect of the Arrangement Resolution. See “The Arrangement – Dissent Rights”.

Listing of Common Shares on the NYSE American

As soon as practicable, Goldgroup will apply to list the Common Shares on the NYSE American, which listing will be completed following the closing of the Merger. The NYSE American Listing will be subject to Goldgroup fulfilling all the listing requirements of the NYSE American. See “The Arrangement – Listing of Common Shares on the NYSE American”.

Risk Factors

In considering the Arrangement and Merger, Goldgroup shareholders are encouraged to read and carefully consider all the information contained in this Information Circular when deciding how to vote in respect of the Arrangement Resolution. In particular, shareholders should carefully consider the risk factors described under “Risk Factors” in this Information Circular.

Questions and Answers About the Arrangement

The information provided in the “question and answer” format below is for your convenience only and is merely a summary of the information contained in this Information Circular. You should read this entire Information Circular carefully.

What is an Arrangement?

An arrangement is a court-approved statutory procedure under Canadian corporate law that allows companies to carry out certain significant corporate transactions upon receiving shareholder and court approval that then become binding on all other equityholders by operation of law. The Arrangement that is being proposed by Goldgroup, a corporation existing under the BCBCA, will, among other things, provide for the completion of the Arrangement and Merger and issuance by Goldgroup of the Merger Consideration and assumption by Goldgroup of the Gold Resource Awards.

Why does the Arrangement require Court approval?

The Arrangement requires approval by the Court under Division 5 of Part 9 of the BCBCA. Prior to the mailing of this proxy statement, Goldgroup obtained the Interim Order providing for the calling and holding of the Meeting, certain dissent rights available to Goldgroup shareholders, and other procedural matters. A copy of the Interim Order is attached as Appendix “E” to this Information Circular.

Subject to the approval of the Arrangement Resolution at the Meeting, Goldgroup intends to make an application to the Court for the Final Order approving the Arrangement.

What if the Court does not grant the Final Order?

The receipt of the Final Order of the Court is a condition to the completion of the Arrangement and Merger. If the Final Order is not obtained, the Arrangement and Merger will not be completed, even if all other approvals are obtained.

The Court has broad discretion under the BCBCA when making orders with respect to the Arrangement. The Court will consider, among other things, the fairness and reasonableness of the Arrangement, both from a substantive and a procedural point of view. The Court may approve the Arrangement, either as proposed or as amended, on the terms presented or substantially on those terms. Depending upon the nature of any required amendments, Goldgroup or Gold Resource may determine not to proceed with the Arrangement.

May I attend the application for the Final Order?

Yes, anyone can attend the application for the Final Order. The application for the Final Order is expected to take place at the courthouse of the Court at 800 Smithe Street, Vancouver, British Columbia at 9:45 a.m. (Vancouver time) on July 6, 2026 or as soon thereafter as counsel may be heard, or at any other date and time and by any other method as the Court may direct. A copy of the Notice of Hearing of Petition is attached as Appendix “F” to this Information Circular. The Notice of Hearing of Petition constitutes notice of the Court hearing of the application for the Final Order and is the only notice of the Court hearing.

May I appear or be represented and present evidence or arguments before the Court prior to the hearing of the Final Order?

Any interested party who wishes to appear or be represented and to present evidence or arguments at that hearing of the application for the Final Order must file and serve a Response to Petition by no later than 4:00 p.m. (Vancouver time) on July 2, 2026, along with any affidavits or other documents required, all as set out in the Interim Order and the Notice of Hearing of Petition, the text of which are set out in Appendix “E” and Appendix “F” attached to this Information Circular, respectively, and satisfy any other requirements of the Court. Such persons should consult with their legal advisors as to the necessary requirements. In the event that the hearing is adjourned, then, subject to further order of the Court, only those persons having previously filed and served a Response to Petition will be given notice of the adjournment.

Background of the Arrangement

The Arrangement Agreement is the result of arm’s length negotiations between representatives of Goldgroup and Gold Resource and their respective advisors. The following is a summary description of the background, including meetings and deliberations, leading up to the announcement of the transaction.

Goldgroup is a junior resource issuer, whose Common Shares are listed for trading on the TSXV. Over the past couple of years, Goldgroup underwent a significant reorganization with changes to its management, directors and projects. As a junior resource issuer seeking to grow and develop a larger resource-based business, Goldgroup can either grow organically through the systematic exploration, development and mining of its properties, or through accretive acquisitions. Goldgroup’s management and Board of Directors regularly review and consider various strategic alternatives available to Goldgroup. Goldgroup has several advisors, including Francisco Javier Reyes de la Campa, who served as a director of Goldgroup from 2013 through his resignation in January 2024. In light of his prior role, significant history with Goldgroup and experience in the Mexican resource industry, Goldgroup engaged Mr. Reyes as an advisor for the purpose of seeking new projects, negotiating acquisitions and obtaining Mexican regulatory approvals for the same, as well as assisting in the evaluation and negotiation of a potential transactions with property owners and other resource issuers.

In February 2024, ATB Cormark contacted Mr. Reyes to apprise him of ATB Cormark’s engagement in connection with Gold Resource’s evaluation of strategic alternatives. Mr. Reyes is involved with several Mexican mining/exploration issuers, and ATB Cormark’s approach was presumably focused on whether there were any opportunities for Gold Resource to transact with companies associated with Mr. Reyes. Goldgroup subsequently learned that Gold Resource entered into a non-disclosure agreement with at least one company associated with Mr. Reyes around this time. Although that other company apparently undertook some due diligence of Gold Resource, it declined to pursue a transaction.

Nevertheless, there were several meetings and ongoing discussions between Mr. Reyes and representatives of ATB Cormark, who eventually brought Mr. Allen Palmiere, Gold Resource’s Chief Executive Officer, into the conversation.

In August 2024, Goldgroup became aware that Magna, the owner of the San Francisco Mine, was in bankruptcy proceedings and there could be an opportunity to acquire Magna’s wholly owned Mexican subsidiary Molimentales, which owned the rights to the formerly producing San Francisco Mine, located in Sonora, Mexico. Goldgroup subsequently decided to pursue the potential acquisition of Molimentales, which was then subject to restructuring proceedings in Mexico.

In September 2024, Mr. Reyes met with Mr. Palmiere, at the Precious Metals Summit at Beaver Creek, Colorado and initiated a discussion regarding a potential transaction between Goldgroup and Gold Resource.

During the initial discussions, Mr. Palmiere and Mr. Reyes discussed that each company’s ultimate goal was to become a mid-tier mining producer, which led to discussions on whether a combination of the two relatively similar stage companies could more easily result in the achievement of that goal. Each company had one producing mine and additional exploration projects, and the conversations centered around what an issuer resulting from the merger or combination of the two entities would look like and perform in terms of management, ability to increase production from the existing mines, the increased stature and attractiveness of the Resulting Issuer from an investor’s standpoint and consequently the enhanced ability to access equity capital.

Following the Beaver Creek discussions, Mr. Reyes brought the potential transaction to the attention of Goldgroup’s management.

On October 23, 2024, Gold Resource issued a press release announcing its third quarter results and providing a liquidity update expressing that Gold Resource had a serious liquidity concern. There followed a negative reaction in the market. This event prompted additional urgency on Gold Resource’s part to consider and advance a potential transaction.

Goldgroup and Gold Resource executed a mutual non-disclosure agreement on November 11, 2024 and shared access to their respective data rooms. There were several meetings in November of 2024 to gauge potential interest in the possibility of a strategic transaction between Gold Resource and Goldgroup.

On December 2, 2024, Goldgroup submitted to Mr. Palmiere a draft Preliminary LOI. Under the terms of the Preliminary LOI, Goldgroup proposed to acquire all the outstanding shares of Gold Resource by way of a plan of arrangement, with the Gold Resource shareholders holding approximately 55% of the outstanding Resulting Issuer Shares and the Goldgroup shareholders holding the approximately 45% balance. The Preliminary LOI also contemplated that the parties would jointly raise an additional $5.0 million in equity capital to advance the operations of the Resulting Issuer.

Throughout January 2025, Mr. Palmiere and Mr. Reyes held several phone discussions regarding a potential transaction. Each company also continued evaluating the other’s technical due diligence information.

The Board of Directors was first informed of the potential business combination on January 24, 2025, when Goldgroup management submitted the Preliminary LOI. The Preliminary LOI, which was non-binding with an exclusivity period that expired in February 2025, was executed on January 24, 2025.

On January 24, 2025, Goldgroup contacted Fort Capital regarding the potential business combination, and Fort Capital was formally engaged as the Company’s financial advisor on February 3, 2025.

On April 4, 2025, Goldgroup established the Special Committee comprised entirely of independent directors to consider, review and evaluate possible strategic business transactions and other potential strategic alternatives for Goldgroup, including the potential business combination with Gold Resource.

The Special Committee met regularly with management from its establishment in April 2025 through August 2025 to discuss the potential business combination with Gold Resource, including updates on due diligence and the results of management’s negotiations.

In February 2025, Goldgroup informed Gold Resource that it planned to raise equity financing to support its operations. During the course of February and March, Goldgroup focused its efforts on that equity financing and discussions on a potential transaction were limited. Goldgroup announced a private placement at the beginning of March 2025, which closed at the end of the month, resulting in approximately C$7.8 million in gross proceeds.

Progress on the transaction was suspended multiple times throughout 2025 largely due to delays in Goldgroup’s potential acquisition of Molimentales, as Gold Resource had made it clear to management of Goldgroup that Goldgroup’s proposed acquisition of Molimentales and the San Francisco Mine would be a critical component of any potential combination with Gold Resource. Discussions were limited as the acquisition of Molimentales was very uncertain.

While diligence activities progressed regarding a potential transaction, the parties’ respective legal teams also began work on definitive agreements. On March 11, 2025, Gold Resource’s legal counsel distributed an initial draft of the Arrangement Agreement to Goldgroup and its legal counsel, Cozen.

Gold Resource and Goldgroup, primarily represented by their respective Chief Executive Officers, Mr. Palmiere and Mr. Ralph Shearing, maintained contact during this time, including meetings in Toronto in early March 2025. The Special Committee received informal updates regarding the potential transaction, although given the uncertainty regarding the timing of Goldgroup’s proposed acquisition of Molimentales, the timing and terms of any potential combination remained uncertain.

In April 2025, Goldgroup announced a further equity financing which closed in May, resulting in approximately C$15 million in gross proceeds.

On April 28, 2025, the Special Committee met with representatives of Fort Capital to discuss the role of the committee and the role of Fort Capital as it related to the preparation of the Fairness Opinion. That same day, the Special Committee also met with representatives of Cozen to discuss the role of the committee and were provided with a general overview and update with respect to the potential transaction, including the status of the due diligence process.

Following completion of Goldgroup’s equity financings, discussions of a business combination continued. During the course of these conversations, which occurred in April and May 2025, Mr. Palmiere noted two significant gating items to proceeding with any potential combination. First was Goldgroup’s inclusion on the “defaulting issuers list” by the BCSC due to a failure to satisfy its continuous disclosure obligations, namely, the fact it had not filed a current technical report prepared in accordance with NI 43-101 with respect to its Cerro Prieto Project. That default status would need to be remedied prior to any transaction proceeding. Second, Goldgroup would need to finalize the acquisition of Molimentales and the San Francisco Mine prior to any agreement with regard to the parties’ relative economic values and corresponding exchange ratio.

On May 12, 2025, Cozen sent a revised draft of the Arrangement Agreement to Gold Resource’s counsel, Davis Graham and Cassels. There were a variety of areas of negotiation, including (i) the size of the termination fee for each of the parties, (ii) the circumstances in which the termination fee would be payable, (iii) whether securing the NYSE American Listing for the Resulting Issuer would be a condition to closing, (iv) whether securing revised employment agreements with the continuing management team would be a condition to closing, (v) the terms of the non-solicitation covenants applicable to both parties, (vi) the terms of the limitations applicable to each party’s operations under the interim covenants, and (vii) the scope of the representations and warranties made by both parties.

Revised drafts of the Arrangement Agreement were exchanged between the parties’ respective legal counsel during the final weeks of May 2025. The principal open items in the Arrangement Agreement included the exchange ratio, the amount of the parties’ respective termination fees, and Goldgroup’s request that the go-forward management team enter into new executive employment agreements. Representatives of the parties spoke multiple times during this period, including in person in Toronto on May 29, 2025.

On June 6, 2025, the Special Committee received an update from management and representatives of Cozen regarding the status of the potential transaction, including due diligence matters, the status of the updated Cerro Prieto technical report, and certain open items in the Arrangement Agreement being negotiated by management.

On June 10, 2025, Cozen sent a revised draft of the Arrangement Agreement to Davis Graham and Cassels. The two gating items – the remediation of Goldgroup’s default status with the BCSC and Goldgroup’s proposed acquisition of Molimentales – remained outstanding.

On June 13, 2025, the Special Committee met to receive updates from management and its advisors, including representatives of Cozen as to the status of the potential transaction.

By mid-June 2025, it became clear that the proposed acquisition of Molimentales and the San Francisco Mine would take longer than Goldgroup anticipated, with closing not likely to occur for at least a further two months and potentially longer. Since the acquisition of Molimentales and the San Francisco Mine was a necessary condition for the establishment of an exchange ratio and the completion of a transaction, the delay on the acquisition of San Francisco caused the parties to largely suspend discussions regarding a transaction during the summer of 2025.

Goldgroup focused its efforts during this time on another separate property acquisition, announcing the acquisition of the Pinos Project in Mexico on July 3, 2025, which Goldgroup had previously announced. It also completed a further equity private placement, ultimately closing a private placement of common shares and warrants on August 5, 2025 with gross proceeds of C$12 million.

Goldgroup continued to work diligently on the acquisition of Molimentales and the San Francisco Mine, working with its Canadian and Mexican counsel to acquire certain creditors of Molimentales’ rights and seek approval of a possible Molimentales restructuring plan from the Mexican courts having jurisdiction over the matter. Goldgroup kept Mr. Palmiere apprised of its progress.

On August 21, 2025, Goldgroup announced a further equity financing which closed on September 12, 2025, resulting in approximately C$4 million in gross proceeds.

On September 18, 2025, Goldgroup announced that it had acquired approximately 52.7% of the creditors’ rights in the Molimentales restructuring proceeding. Goldgroup noted that the ownership of the creditors’ rights positioned it to file a plan of arrangement seeking approval of Molimentales’ remaining creditors and the court appointed liquidator under the restructuring procedure. If successful, the plan of arrangement would allow Goldgroup to obtain ownership of Molimentales and the San Francisco Mine.

With the announcement of progress on the proposed acquisition of Molimentales and the San Francisco Mine, Mr. Palmiere re-initiated conversations with Goldgroup regarding the possibility of a transaction between the parties. Negotiations continued during September and October 2025 and given the relative equity values of the two companies at that time, Goldgroup proposed that the exchange ratio be set to result in the Goldgroup shareholders owning approximately 65% of the Resulting Issuer Shares, with the Gold Resource shareholders holding the remaining 35%. No agreement was reached on the exchange ratio.

Goldgroup was advised that representatives of ATB Cormark had met with the Board of Directors of Gold Resource and its counsel Davis Graham on November 4, 2025 to discuss the potential transaction, including the relative valuations of the two companies.

On November 5, 2025, Davis Graham sent a revised draft of the Arrangement Agreement to Cozen. The draft was also sent to the Special Committee.

On November 6, 2025, Goldgroup filed an updated technical report on the Cerro Prieto Project. It was expected that the filing of that report would remedy the default status of Goldgroup with the BCSC and remove a gating item to the consummation of a transaction.

The Special Committee met on an almost weekly basis between mid-July to late November to receive regular updates from management and Cozen on various aspects of the potential transaction.

Around this time, it became apparent that the filing of the updated Cerro Prieto technical report would not be sufficient to remedy Goldgroup’s default status because the BCSC had now noted that Goldgroup remained in default by virtue of having failed to file an updated technical report for the Pinos Project, which it acquired in July 2025. The parties met with their respective legal counsel on December 16, 2025 to discuss the path toward clearance of Goldgroup’s default status. It was noted that Goldgroup expected to enter into an agreement to sell the Pinos Project in the near term which, if consummated, was expected to result in the lifting of Goldgroup’s default status.

Throughout December 2025, the parties and their respective legal counsels finalized due diligence activities and negotiated the draft Arrangement Agreement. On December 22, 2025, the Board of Directors executed consent resolutions formally ratifying the creation of the Special Committee.

On December 24, 2025, Goldgroup announced that, subject to final approval of the TSXV, it had acquired the outstanding shares of Molimentales. Conditional approval of the TSXV was already in hand with the satisfaction of certain customary conditions expected in the near term. With the announcement of the acquisition of Molimentales, and the San Francisco Mine, the most significant gating item to a potential combination had been addressed.

The remaining gating item to a potential combination remained the default status of Goldgroup with the BCSC. On December 30, 2025, the Special Committee met with management and Fort Capital to review the terms of the proposed sale of the Pinos Project. Following the conclusion of the Fort Capital presentation, the Special Committee and management discussed the merits of the proposed transaction and resolved to recommend the sale of the Pinos Project to the Board of Directors for approval.

On December 31, 2025, Goldgroup announced the entry into an agreement for the sale of the Pinos Project which, it was hoped, would allow for the prompt remediation of Goldgroup’s default status. Mr. Palmiere and Mr. Reyes, together with legal counsels to the parties, met on January 5, 2026 to discuss the anticipated timing of resolution of Goldgroup’s default status.

On January 5, 2026, the Special Committee retained McMillan as independent legal counsel to the Special Committee.

On January 7, 2026, the Special Committee met with McMillan to discuss and review the key questions for Special Committee consideration, the Fairness Opinion being prepared by Fort Capital, the deal protection and break fee provisions as negotiated by management, the need to ensure appropriate insurance coverage is in place, due diligence matters and the status of Goldgroup being on the defaulting issuers list of the BCSC.

On January 16, 2026 the Special Committee met, along with members of management and representatives from Fort Capital, Cozen and McMillan. The Special Committee received updates from Cozen, including an update with respect to tax analysis and U.S. securities law matters, a presentation from Fort Capital, including its analytical framework, approach to fairness, considerations, analysis and process.

The parties met again by phone on January 19, 2026. They discussed the potential exchange ratio and relative values of the companies. At that meeting, an exchange ratio that would result in Goldgroup’s shareholders holding approximately 65% of the Resulting Issuer Shares and with Gold Resource’s shareholders holding the remaining 35% of the Resulting Issuer Shares was again proposed by Goldgroup.

Throughout the week of January 19, 2026, there were multiple discussions regarding the proposed exchange ratio. Conversations were also held between representatives of ATB Cormark and representatives of Fort Capital. By the end of the week, an exchange ratio resulting in Goldgroup shareholders holding approximately 60% and Gold Resource’s shareholders holding the remaining 40% of the Resulting Issuer Shares had been agreed in principle.

Davis Graham circulated a revised Arrangement Agreement on January 23, 2026 and the respective legal counsels exchanged multiple drafts and finalized all remaining points over the weekend. One item that remained outstanding was the remediation of Goldgroup’s default status with the BCSC. While a path toward removal of the default status had been identified, the BCSC had not yet removed the default. The parties agreed to modify the Arrangement Agreement to include a termination right in favour of Gold Resource if Goldgroup was unable to remove the default status by February 24, 2026.

The Arrangement Agreement, disclosure letters and ancillary documents were all in substantially final form by the afternoon of January 25, 2026, when Goldgroup’s Special Committee met, together with management and representatives from McMillan, Cozen and Fort Capital, to consider approval of the transaction. Representatives of Fort Capital reviewed with the Special Committee its financial analyses of the proposed transaction at the exchange ratio of 1.4476 Common Shares for every one share of Gold Resource common stock (adjusted to 0.3619 Common Shares for each share of Gold Resource common stock following consummation of the planned four-for-one share consolidation to be completed by Goldgroup prior to closing). Following discussion, Fort Capital rendered its oral opinion to the Special Committee, which was subsequently confirmed by delivery of a written opinion, dated effective January 25, 2026, to the effect that, as of such date and based upon and subject to the factors, assumptions, qualifications and any limitations set forth in its written opinion, the Exchange Ratio being offered by the Company pursuant to the Arrangement is fair, from a financial point of view, to the Goldgroup shareholders. See the section entitled “Fort Capital Fairness Opinion” for more information. For a full copy of the Fairness Opinion, see “Appendix “G” – Fairness Opinion” attached to this Information Circular.

Later in the afternoon of January 25, 2026, Goldgroup’s Board of Directors met, with representatives from Cozen in attendance, and was advised that the Special Committee unanimously recommended that the Board of Directors approve the proposed transaction with Gold Resource. In considering whether to approve the proposed transaction, the Board of Directors considered the presentation of Fort Capital and its verbal opinion, the terms of the Arrangement Agreement, including the voting support agreements to be executed by each of the directors and officers of Goldgroup, input from management and legal counsel over the course of the prior week and the unanimous recommendation of the Special Committee. The Board of Directors resolved unanimously to approve the proposed transaction on the terms as set out in the Arrangement Agreement and to authorize the execution and delivery thereof.

On the evening of January 25, 2026, Gold Resource and Goldgroup executed the Arrangement Agreement. At the same time, each director and officer of Gold Resource delivered executed voting agreements to Goldgroup and each director and officer of Goldgroup, as well as certain shareholders of Goldgroup, delivered executed voting support agreements to Gold Resource.

Gold Resource and Goldgroup each issued press releases on January 26, 2026, prior to market opening on the NYSE American and TSXV, respectively, announcing entry into the Arrangement Agreement.

On May 15, 2026, the Company, Gold Resource and Merger Sub entered into the Amendment, which provides, among other things, that in connection with and to facilitate the NYSE American Listing, the Consolidation Ratio will be determined jointly by Goldgroup and the Company, and approved by the TSXV, prior to the closing of the Merger, and that the Exchange Ratio will also be adjusted proportionately to correspond to the new Consolidation Ratio.

Recommendation of the Board and its Reasons for the Arrangement

At its meeting on January 25, 2026, the Special Committee unanimously voted in favour of recommending the approval of the Arrangement Agreement. Subsequently on the same day, the Board of Directors also unanimously approved the Arrangement Agreement and the transactions contemplated thereby. The Board unanimously recommends that shareholders vote IN FAVOUR of the Arrangement Resolutions at the Meeting.

The Board considered many factors in determining to recommend the approval of the Arrangement Agreement and the transactions contemplated thereby, including the Merger. In arriving at its determination, the Board consulted with the Special Committee, its senior management, legal advisors, financial advisors, including Fort Capital, accounting advisors, and other advisors. The Board reviewed a significant amount of information, considered a number of factors, and concluded, in its business judgment, that the transactions contemplated by the Arrangement Agreement are likely to result in significant strategic and financial benefits to the Company and its shareholders, including the following:

These beliefs are based in part on the following factors considered by the Board:

In the course of its deliberations, the Board also considered a variety of potential issues and risks related to the Arrangement and Merger, including the following:

After considering the foregoing anticipated benefits and potential risks, the Board unanimously concluded, in its business judgment, that the anticipated benefits relating to the Arrangement Agreement and the Transactions contemplated thereby, including the Merger, substantially outweighed the potential risks.

The foregoing discussion of the information and factors considered by the Board is not exhaustive but is intended to reflect the material factors considered by the Board in its consideration of the Transactions. In view of the complexity, and the large number of the factors considered, the Board, both individually and collectively, did not find it practicable to and did not attempt to quantify or assign any relative or specific weight to the various factors. Rather, the Board based its recommendation on the totality of the information presented to and considered by it. In addition, individual members of the Board may have given different weights to different factors.

The foregoing discussion of the information and factors considered by the Company Board is forward-looking in nature. This information should be read in light of the factors described under the section entitled “Cautionary Note Regarding Forward-Looking Statements.”

Fort Capital Fairness Opinion

Fort Capital issued its Fairness Opinion dated January 25, 2026 in connection with the proposed Arrangement, which concluded that, as of the date of such opinion, and subject to the assumptions and limitations described therein, the Exchange Ratio being offered by Goldgroup is fair, from a financial point of view, to the Goldgroup shareholders. The following is a summary of the Fairness Opinion, which is qualified in its entirety by reference to the full text of such opinion, which is attached as Appendix “G” to this Information Circular. Fort Capital believes that its analyses must be considered as a whole, and that selecting portions of the analyses or the factors considered by Fort Capital, without considering all factors and analyses together, could create a misleading view of the process underlying the Fairness Opinion. The preparation of the Fairness Opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Any attempt to do so could lead to undue emphasis on any particular factor or analysis. The Company’s shareholders are urged to read the opinion carefully in its entirety.

Background and Engagement of Fort Capital

Fort Capital was formally engaged as the Company’s financial advisor on February 3, 2025 pursuant to an engagement letter to provide various advisory services in connection with the Arrangement, including, among other things, an opinion as to the fairness, from a financial point of view, to Goldgroup of the Exchange Ratio being offered by Goldgroup pursuant to the Arrangement. Fort Capital met with the Special Committee on a number of occasions, and on January 25, 2026, the Special Committee requested that Fort Capital provide a fairness opinion, which Fort Capital issued that day and prior to the execution of the Arrangement Agreement on January 25, 2026.

The Special Committee has not instructed Fort Capital to prepare, and Fort Capital has not prepared, a formal valuation or appraisal of Goldgroup, Gold Resource or any of its respective securities or assets, and the Fairness Opinion should not be construed as such. The Fairness Opinion is not, and should not be construed as, advice as to the price at which the securities of Goldgroup or Gold Resource may trade at any time. Fort Capital has, however, conducted such analyses as they considered necessary in the circumstances to prepare and deliver the Fairness Opinion. While the Fairness Opinion has been prepared in accordance with the Disclosure Standards for Formal Valuations and Fairness Opinions of CIRO, Fort Capital is not a member of CIRO and CIRO has not been involved in the preparation or review of the Fairness Opinion.

Credentials and Independence of Fort Capital

Fort Capital is an independent investment banking firm which provides financial advisory services to corporations, business owners, and investors. Members of Fort Capital are professionals that have been financial advisors in a significant number of transactions involving public and private companies in North America and have experience in preparing fairness opinions and valuations. The opinions expressed in the Fairness Opinion are the opinions of Fort Capital, and the form and content thereof has been approved for release by Fort Capital.

Neither Fort Capital, nor any of its affiliates, is an insider, associate, or affiliate (as those terms are defined in the Securities Act (Ontario) of Goldgroup, Gold Resource, or any of their respective associates or affiliates (collectively, the “Interested Parties”). Fort Capital has not acted as an advisor to Goldgroup or any Interested Party in connection with any matter, other than acting as advisor to the Special Committee as described in the Fairness Opinion.

Other than its engagement by the Special Committee on behalf of Goldgroup, Fort Capital was not engaged to provide any financial advisory services nor have they participated in any financings involving the Interested Parties within the past two years.

Fort Capital does not have a financial interest in the completion of the Arrangement and the fees paid to Fort Capital in connection with its engagement do not give Fort Capital any financial incentive in respect of the conclusion reached in the Fairness Opinion or in the outcome of the Arrangement. There are no understandings, agreements, or commitments between Fort Capital and any of the Interested Parties with respect to any future financial advisory or investment banking business. As of the date of the Fairness Opinion, Fort Capital was of the view that they had no relationship with Interested Parties that would reasonably represent a conflict with its independence status as defined under Part 6 of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions.

Scope of Review

In preparing the Fairness Opinion, Fort Capital, among other things, reviewed, considered, and relied upon, without attempting to verify independently the completeness or accuracy thereof, the following:

Fort Capital has not, to the best of their knowledge, been denied access by Goldgroup to any information that they requested.

Summary of Financial Analysis and Approach to Fairness

In support of the Fairness Opinion, Fort Capital performed certain financial analyses on the Company and Gold Resource to determine an indicative value per share range, based on methodologies and assumptions that they considered appropriate in the circumstances for the purposes of providing the Fairness Opinion.

Fort Capital reviewed certain financial forecast models on Cerro Prieto, San Francisco, DDGM, and Back Forty provided by management of the Company as prepared by management of the Company and Gold Resource (collectively the “Asset Financial Models”). The Asset Financial Models include, among other things, assumptions, estimates, and projections regarding production levels, capital costs, operating costs, taxes, and mine life, which management of Goldgroup has represented to Fort Capital were reasonably prepared on bases reflecting the best then currently available assumptions, estimates and judgments of management and were not, as of the date they were prepared, in the reasonable belief of management, misleading in any respect.

Fort Capital reviewed the Asset Financial Models for overall consistency and tested for reasonableness, as well as adjusting the Asset Financial Models to reflect consensus (considering both the average and median) equity research estimates for future commodity prices rather than the estimates for future commodity prices provided by management of the Company. The aforementioned adjustments were made to ensure that the forecasts for commodity prices are comparable with the methodology used for the forecasts of commodity prices used by equity research analysts in calculating the net asset values that are utilized in the precedent transaction and comparable trading analysis described below. Fort Capital also adjusted the Asset Financial Models to reflect a current valuation date and made other minor adjustments to cash flow timing and discounting of cash flows (the “Asset Opinion Models”). The adjustments to the Asset Financial Models formed the basis for the forecast used in the analysis described below.

Net Asset Value Analysis

Fort Capital performed a net asset value (“NAV”) analysis by calculating the estimated net present value as at the date of the Fairness Opinion, of Cerro Prieto and San Francisco using the Asset Opinion Models and discount rates that reflect each asset’s risk profile relative to discount rates commonly used by precious metal equity research analysts in calculating NAV, specifically: 5% for producing assets and 8% for permitted development assets. The sum of the assessment of value for Cerro Prieto and San Francisco represents the assessment of the mining asset value (the “Goldgroup Mining Gross Asset Value”).

Fort Capital applied a partial year factor of 93.9% to 2026 estimated cash flows across all assets, reflecting the January 23, 2026 valuation date.

An implied per Common Share NAV for Goldgroup (the “Goldgroup Opinion Model NAVPS”) was calculated by adjusting the Goldgroup Mining Gross Asset Value by: (i) the present value of the after-tax free cash flows of corporate expenses; (ii) the Company’s cash, cash equivalents, and marketable securities; and (iii) the total cash to be received by the Company from the exercise of in-the-money options, and then dividing by Goldgroup’s fully diluted in-the-money Common Shares outstanding. Fort Capital also conducted sensitivity analysis to the Goldgroup Opinion Model NAVPS based on commodity price forecast, discount rate, operating costs, capital costs, and the first year of production for San Francisco.

Fort Capital also performed an NAV analysis on Gold Resource by calculating the estimated net present value as at the date hereof, of DDGM and Back Forty (after reflecting the gold and silver stream structure) using the Asset Opinion Models and a discount reflecting the risk profile for each respective asset. The sum of the assessment of value for DDGM and Back Forty represents the assessment of the mining asset value (the “Gold Resource Mining Gross Asset Value”).

An implied per Gold Resource Share NAV for Gold Resource (the “Gold Resource Opinion Model NAVPS”) was calculated by adjusting the Gold Resource Mining Gross Asset Value by: (i) the present value of the after-tax free cash flows of corporate expenses; (ii) the Company’s cash, cash equivalents, and marketable securities; and (iii) the total cash to be received by the Company from the exercise of in-the-money options, and then dividing by Gold Resource’s fully diluted in-the-money Gold Resource Shares outstanding. Fort Capital also conducted sensitivity analysis to the Gold Resource Opinion Model NAVPS based on commodity price forecast, discount rate, operating costs, and capital costs for each asset.

Comparable Company Trading Approach

Fort Capital compared public market trading statistics of Goldgroup and Gold Resource to corresponding data from selected producing precious metals companies that they considered relevant (the “Selected Comparable Companies”). The Selected Comparable Companies were:

Fort Capital selected a range of price / NAV (“P / NAV”), enterprise value (“EV”) to 2026 forecast EBITDA (“EV / 2026E EBITDA”) and EV / 2027 forecast EBITDA (“EV / 2027E EBITDA”) multiples, taking into account factors such as size, underlying asset quality, balance sheet strength, and stage of underlying assets. The range and median of multiples observed for the Selected Comparable Companies were:

The selected ranges developed under this approach were then applied to the Goldgroup Opinion Model NAVPS, 2026E EBITDA, and 2027E EBITDA (each from the Asset Opinion Models). Similarly, Fort Capital applied selected ranges to the Gold Resource Opinion Model NAVPS, 2026E EBITDA, and 2027E EBITDA.

Precedent Transaction Approach

The precedent transactions approach considers transactions multiples in the context of the publicly disclosed transactions for comparable companies or assets. Fort Capital reviewed precedent transactions announced over the last five years, of which twelve were deemed to be most relevant (the “Selected Precedent Transactions”). The Selected Precedent Transactions were:

Fort Capital selected a range of P / NAV and EV / next twelve months EBITDA (“EV / NTM EBITDA”) multiples, taking into account factors such as size, diversification, underlying asset quality, stage of underlying assets and announcement date. The range and median of multiples observed for the Selected Precedent Transactions were:

The selected ranges developed under this approach were then applied to Goldgroup Opinion Model NAVPS and NTM EBITDA (each from the Asset Opinion Models). Similarly, Fort Capital applied selected ranges to the Gold Resource Opinion Model NAVPS and NTM EBITDA.

Fairness Considerations

Fort Capital’s assessment of the fairness, from a financial point of view, of the consideration to be received by shareholders pursuant to the Arrangement was based upon several quantitative and qualitative factors including, but not limited to:

Conclusion

In forming its Fairness Opinion, Fort Capital placed primary emphasis on asset-level fundamental valuation analyses, including NAV, risk-adjusted NAV, and EBITDA contribution metrics, which Fort Capital considered to be more reliable indicators of intrinsic value given the significant market volatility prevailing at the time of the Fairness Opinion. Implied market price metrics were treated as secondary considerations.

Based upon and subject to the assumptions, limitations and additional information contained in the Fairness Opinion, and such other matters as Fort Capital considered relevant, Fort Capital is of the opinion that, as of the date of the Fairness Opinion, the Exchange Ratio being offered by the Company pursuant to the Arrangement is fair, from a financial point of view, to the Goldgroup shareholders.

Full Text of Fairness Opinion

For a full copy of the Fairness Opinion, see “Appendix “G” – Fairness Opinion” attached to this Information Circular.

Voting Agreements

Contemporaneously with the execution of the Arrangement Agreement, (i) each of the directors and officers of Gold Resource entered into a Gold Resource Voting Agreement with Goldgroup and (ii) each of the directors, officers, and certain shareholders of Goldgroup entered into a Goldgroup Voting Agreement with Gold Resource. Pursuant to the Gold Resource Voting Agreements, among other things, such Gold Resource shareholders agreed to vote in favour of the Merger, not to transfer their Gold Resource Shares (or any securities convertible into Gold Resource Shares) other than in support of the Merger, and not to solicit or negotiate any alternative acquisition proposal in respect of Gold Resource. Pursuant to the Goldgroup Voting Agreements, among other things, such Goldgroup shareholders agreed to vote in favour of the Arrangement, not to transfer their Common Shares (or any securities convertible into Common Shares) other than in support of the Arrangement, and not to solicit or negotiate any alternative acquisition proposal in respect of Goldgroup. The Voting Agreements do not preclude a director, in his or her capacity as such, from exercising his or her fiduciary duties and electing to terminate the Arrangement Agreement in the circumstances permitted in the Arrangement Agreement. The Voting Agreements terminate at the earlier of (i) the termination of the Arrangement Agreement in accordance with its terms, and (ii) the Effective Time.

Regulatory Approvals

Under the Arrangement Agreement, the parties have agreed to use commercially reasonable efforts to obtain all regulatory clearances necessary to complete the Merger and the Arrangement as promptly as reasonably practicable.

U.S. Regulatory Approvals

The Merger is not subject to required notification under the HSR Act. As a result, no filings or waiting period under the HSR Act are required.

Canadian Regulatory Approvals

As Goldgroup is listed on the TSXV, completion of the Arrangement is subject to the TSXV’s conditional acceptance of the Arrangement, including in respect of the listing of the Common Shares issuable pursuant to the Arrangement. On May 5, 2026, Goldgroup received conditional acceptance of the TSXV in respect of the Arrangement, including the listing of the Common Shares issuable pursuant to the Arrangement.

The Arrangement also requires approval by the Court under Part 9, Division 5 of the BCBCA. Prior to the mailing of this Information Circular, Goldgroup obtained the Interim Order providing for the calling and holding of the Meeting, certain dissent rights available to shareholders, and other procedural matters. A copy of the Interim Order is attached as Appendix “E” to this Information Circular.

Subject to the approval of the Arrangement by shareholders at the Meeting, Goldgroup intends to make an application to the Court for the Final Order approving the Arrangement. If the Final Order is not obtained, the Arrangement and the Merger will not be completed, even if all other approvals are obtained.

The Court has broad discretion under the BCBCA when making orders with respect to the Arrangement. The Court will consider, among other things, the fairness and reasonableness of the Arrangement, both from a substantive and a procedural point of view. The Court may approve the Arrangement, either as proposed or as amended, on the terms presented or substantially on those terms. Depending upon the nature of any required amendments, Goldgroup or the Company may determine not to proceed with the Arrangement.

The application for the Final Order is expected to take place at the courthouse of the Court at 800 Smithe Street, Vancouver, British Columbia at 9:45 a.m. (Vancouver time) on July 6, 2026, or as soon thereafter as counsel may be heard, or at any other date and time and by any other method as the Court may direct. A copy of the Notice of Hearing of Petition is attached as Appendix “F” to this Information Circular. The Notice of Hearing of Petition constitutes notice of the Court hearing of the application for the Final Order and is the only notice of the Court hearing.

Any interested party who wishes to appear or be represented and to present evidence or arguments at that hearing of the application for the Final Order must file and serve a Response to Petition by no later than 4:00 p.m. (Vancouver time) on July 2, 2026, along with any affidavits or other documents required, all as set out in the Interim Order and the Notice of Hearing of Petition, the text of which are set out in Appendix “E” and Appendix “F”, respectively, and satisfy any other requirements of the Court. Such persons should consult with their legal advisors as to the necessary requirements. In the event that the hearing is adjourned, then, subject to further order of the Court, only those persons having previously filed and served a Response to Petition will be given notice of the adjournment.

Mexican Regulatory Approvals

Under the Federal Law of Economic Competition (Ley Federal de Competencia Ecónomica) of Mexico, the Merger requires the approval of Mexico’s National Antimonopoly Commission, which must be obtained prior to the closing of the Merger. Such approval was applied for on March 4, 2026 and subsequently received on April 27, 2026.

Accounting Treatment of the Arrangement

The Merger will be accounted for as a business combination in accordance with IFRS 3 Business Combinations as issued by the IASB, with Goldgroup identified as the accounting acquirer. Goldgroup will measure the identifiable assets acquired and liabilities assumed of Gold Resource at their acquisition-date fair values, including identifiable intangible assets. Any excess of the consideration transferred over the fair value of the net identifiable assets acquired will be recognized as goodwill. Transaction costs associated with the Merger will be expensed as incurred.

Dissent Rights

The following is a summary of the provisions of the BCBCA relating to a shareholder’s dissent and appraisal rights in respect of the Arrangement Resolution. This summary is not a comprehensive statement of the procedures to be followed by a Dissenting Shareholder who seeks payment of the fair value of its Common Shares and is qualified in its entirety by reference to the full text of sections 237 to 247 of the BCBCA, the Interim Order and the Final Order (collectively, the “Dissent Procedures”).

The statutory provisions dealing with the right of dissent are technical and complex. Any Dissenting Shareholders should seek independent legal advice, as failure to comply strictly with the provisions of sections 237 to 247 of the BCBCA, which are attached to this Information Circular as Appendix “I”, the Interim Order and the Final Order, may result in the loss of all Dissent Rights.

The Interim Order expressly provides Registered Shareholders with the right to dissent with respect to the Arrangement Resolution. Each Dissenting Shareholder is entitled to be paid the fair value (determined as of the close of business on the day before the Effective Date of all but not less than all, of the shareholder’s Common Shares), provided that the shareholder duly dissents to the Arrangement Resolution and the Arrangement becomes effective.

In many cases, Common Shares beneficially owned by a Non-Registered Shareholder are registered either (a) in the name of an Intermediary that the Non-Registered Shareholder deals with in respect of such shares, such as, among others, banks, trust companies, securities brokers, trustees and other similar entities, or (b) in the name of a depositary, such as CDS & Co., of which the Intermediary is a participant. Accordingly, a Non-Registered Shareholder will not be entitled to exercise his, her or its rights of dissent directly (unless the Common Shares are re-registered in the Non-Registered Shareholder’s name).

With respect to Common Shares in connection to the Arrangement, pursuant to the Interim Order, a Registered Shareholder may exercise rights of dissent under Division 2 of Part 8 of the BCBCA, as modified by the Interim Order and the Final Order, provided that, notwithstanding section 242(2) of the BCBCA, the written objection to the Arrangement Resolution must be sent to Goldgroup Mining Inc., c/o Cozen O’Connor LLP, Bentall 5, 550 Burrard Street, Suite 2501, Vancouver, BC V6C 2B5, Attention: Lucy Schilling, by not later than 4:30 p.m. (PDT) on July 2, 2026, or two business days prior to any adjournment or postponement of the Meeting.

To exercise Dissent Rights, a shareholder must dissent with respect to all Common Shares of which it is the registered and beneficial owner. A Registered Shareholder who wishes to dissent must deliver written notice of dissent (a “Notice of Dissent”) to Goldgroup as set forth above and such Notice of Dissent must strictly comply with the requirements of section 242 of the BCBCA. Any failure by a shareholder to fully comply with the provisions of the BCBCA, the Interim Order and the Final Order, may result in the loss of that shareholder’s Dissent Rights. Non-Registered Shareholders who wish to exercise Dissent Rights must cause each Registered Shareholder holding its Common Shares to deliver the Notice of Dissent, or, alternatively, make arrangements to become a Registered Shareholder.

To exercise Dissent Rights, a Registered Shareholder must prepare a separate Notice of Dissent for himself, herself or itself, if dissenting on his, her or its own behalf, and for each other Non-Registered Shareholder who beneficially owns Common Shares registered in the shareholder’s name and on whose behalf the shareholder is dissenting; and must dissent with respect to all of the Common Shares registered in his, her or its name or if dissenting on behalf of a Non-Registered Shareholder, with respect to all of the Common Shares registered in his, her or its name and beneficially owned by the Non-Registered Shareholder on whose behalf the shareholder is dissenting. The Notice of Dissent must set out the number of Common Shares in respect of which the Dissent Rights are being exercised (the “Notice Shares”) and: (a) if such Common Shares constitute all of the Common Shares of which the shareholder is the registered and beneficial owner and the shareholder owns no other Common Shares beneficially, a statement to that effect; (b) if such Common Shares constitute all of the Common Shares of which the shareholder is both the registered and beneficial owner, but the shareholder owns additional Common Shares beneficially, a statement to that effect and the names of the Registered Shareholders, the number of Common Shares held by each such Registered Shareholder and a statement that written Notices of Dissent are being or have been sent with respect to such other Common Shares; or (c) if the Dissent Rights are being exercised by a Registered Shareholder who is not the beneficial owner of such Common Shares, a statement to that effect and the name of the Non-Registered Shareholder and a statement that the Registered Shareholder is dissenting with respect to all Common Shares of the Non-Registered Shareholder registered in such registered holder’s name.

If the Arrangement Resolution is approved by shareholders, and Goldgroup notifies a Registered Shareholder of Notice Shares of Goldgroup’s intention to act upon the Arrangement Resolution pursuant to section 243 of the BCBCA, in order to exercise Dissent Rights such shareholder must, within one month after Goldgroup gives such notice, send to Goldgroup a written notice that such shareholder requires the purchase of all of the Notice Shares in respect of which such shareholder has given a Notice of Dissent. Such written notice must be accompanied by the share certificate or certificates representing those Notice Shares (including a written statement prepared in accordance with section 244(1)(c) of the BCBCA if the dissent is being exercised by the shareholder on behalf of a Non-Registered Shareholder), whereupon, subject to the provisions of the BCBCA relating to the termination of Dissent Rights, the shareholder becomes a Dissenting Shareholder, and is bound to sell and Goldgroup is bound to purchase those Common Shares. Such Dissenting Shareholder may not vote, or exercise or assert any rights of a shareholder in respect of such Notice Shares, other than the rights set forth in Division 2 of Part 8 of the BCBCA, the Interim Order and the Final Order. A vote against the Arrangement Resolution, an abstention, or the execution of a proxy to vote against the Arrangement Resolution, does not constitute a Notice of Dissent.

Dissenting Shareholders who:

If a Dissenting Shareholder is ultimately entitled to be paid for its Dissent Shares, such Dissenting Shareholder may enter into an agreement for the fair value of such Dissent Shares. If such Dissenting Shareholder does not reach an agreement, such Dissenting Shareholder, or Goldgroup, may apply to the Court, and the Court may determine the payout value of the Dissent Shares and make consequential orders and give directions as the Court considers appropriate. There is no obligation on Goldgroup to make an application to the Court. The Dissenting Shareholder will be entitled to receive the fair value that the Common Shares had as of the close of business on the day before the Effective Date. After a determination of the fair value of the Dissent Shares, Goldgroup must then promptly pay that amount to the Dissenting Shareholder.

In no case will Goldgroup or any other person be required to recognize Dissenting Shareholders as shareholders after the Effective Time, and the names of such Dissenting Shareholders will be deleted as shareholders from the central securities register of the Company at the Effective Time.

In no circumstances will Goldgroup or any other person be required to recognize a person as a Dissenting Shareholder: (i) unless such person is the holder of the Common Shares in respect of which Dissent Rights are purported to be exercised immediately prior to the Effective Time; (ii) if such person has voted or instructed a proxy holder to vote such Notice Shares in favour of the Arrangement Resolution; or (iii) unless such person has strictly complied with the procedures for exercising Dissent Rights set out in Division 2 of Part 8 of the BCBCA, the Interim Order and the Final Order and does not withdraw such Notice of Dissent prior to the Effective Time.

Dissent Rights with respect to Notice Shares will terminate and cease to apply to the Dissenting Shareholder if, before full payment is made for the Notice Shares, the Arrangement in respect of which the Notice of Dissent was sent is abandoned or by its terms will not proceed, a court permanently enjoins or sets aside the corporate action approved by the Arrangement Resolution, or the Dissenting Shareholder withdraws the Notice of Dissent with Goldgroup’s written consent. If any of these events occur, Goldgroup must return the share certificates or DRS advices representing the Common Shares to the Dissenting Shareholder and the Dissenting Shareholder regains the ability to vote and exercise its rights as a shareholder.

If you dissent there can be no assurance that the amount you receive as fair value for your Common Shares will be more than or equal to the consideration under the Arrangement.

Each shareholder wishing to avail himself, herself or itself of the Dissent Rights should carefully consider and comply with the provisions of the Interim Order and sections 237 to 247 of the BCBCA, which are attached to this Information Circular as Appendix “E” and Appendix “I”, respectively, and seek his, her or its own legal advice.

The Arrangement Agreement provides that, unless otherwise waived, it is a condition to the obligations of Goldgroup and Gold Resource to complete the Arrangement that, on or before the Effective Date, holders of not more than an aggregate of 5% of the issued and outstanding Common Shares will have exercised Dissent Rights. If the number of outstanding Common Shares in respect of which Dissent Rights have been exercised exceeds 5%, the Arrangement will not proceed unless Gold Resource waives such condition.

The above is only a summary of the Dissent Procedures which are technical and complex. If you are a Registered Shareholder and wish to exercise your Dissent Rights, you should seek your own legal advice as failure to strictly comply with the Dissent Procedures, will result in the loss of your Dissent Rights.

Listing of Common Shares on the NYSE American

As soon as practicable, Goldgroup will apply to list the Common Shares on the NYSE American, which listing will be completed following the closing of the Arrangement and Merger. The NYSE American Listing will be subject to Goldgroup fulfilling all the listing requirements of the NYSE American.

RISK FACTORS

Shareholders should carefully consider the following risk factors in evaluating whether to vote to approve the Arrangement Resolution, which are qualified in their entirety by reference to, and must be read in conjunction with, the detailed information appearing elsewhere in this Information Circular and all. In addition to considering the risks outlined below, shareholders should also carefully consider the risks contained in the section entitled “Cautionary Note Regarding Forward-Looking Statements”, the risks described in the Company’s and Gold Resource’s historical financial statements and the related notes thereto. The risks and uncertainties described below are those that Goldgroup currently believes to be material, but they are not the only ones that the Company faces. If any of the following risks, or any other risks and uncertainties that the Company has not yet identified or that the Company currently consider not to be material, actually occur or become material risks, its business, prospects, financial condition, results of operations and cash flows and consequently the price of the Company’s securities could be materially and adversely affected.

Risks Related to the Arrangement and Merger

The number of Common Shares that Gold Resource shareholders will receive as Merger Consideration will be based on a fixed Exchange Ratio, which will not be adjusted to reflect changes in the market value of Common Shares or Gold Resource Shares prior to consummation of the Merger.

As consideration for the Merger, each Gold Resource Share will be transferred to Goldgroup in exchange for 1.4476 Common Shares (as adjusted by the proposed Consolidation) at the Effective Time. This fixed Exchange Ratio will not adjust to compensate for changes in the price of Gold Resource Shares or Common Shares prior to the Effective Time. Share price changes may result from a variety of factors, including changes in the business, operations, or prospects of Gold Resource or Goldgroup, market assessments of the likelihood that the transactions will be completed, the timing of the transactions, regulatory considerations, general market and economic conditions, and other factors. Shareholders are urged to obtain current market quotations for Gold Resource Shares and Common Shares.

Certain executive officers and directors of Gold Resource and Goldgroup have interests in the Arrangement and Merger that are different from, or in addition to, those of their shareholders.

In evaluating the Arrangement and Merger, shareholders should be aware that certain executive officers and directors may have financial or other interests that differ from or are in addition to those of other shareholders generally. These interests may include change of control and bonus payments. The Board was aware of these interests and considered them, among other things, in evaluating and approving the Arrangement Agreement and the Merger and in recommending that shareholders approve the Arrangement Resolution. See “Interest of Certain Persons in Matters to be Acted Upon”.

The Arrangement and Merger are subject to multiple closing conditions, some or all of which may not be satisfied or completed on a timely basis, if at all. Failure to complete the Arrangement and Merger in a timely manner or at all could have adverse effects on Goldgroup.

The obligations of the parties to consummate the Arrangement and Merger are subject to a number of conditions, including, among others, approval of the Merger by Goldgroup’s shareholders, approval of the Arrangement Resolution by Goldgroup’s shareholders, the absence of any legal prohibition to the completion of the Merger and the Arrangement, and certain regulatory approvals, which make the completion and timing of the completion of the Arrangement and Merger uncertain. See “The Arrangement Agreement – Conditions to the Merger and the Arrangement” and “The Arrangement Agreement – Closing of the Merger and the Arrangement” for a more detailed discussion regarding conditions to the closing of the Arrangement and Merger. Failure to satisfy one or more of these conditions, some of which are beyond the control of the parties, could delay or prevent the Arrangement and Merger from being completed.

If the Arrangement and Merger are not completed, the Company’s ongoing business, financial condition, operating results, and share price may be materially adversely affected. Without realizing any of the benefits of having completed the Transactions, the Company will be subject to a number of risks, including, but not limited to, the following:

In addition, a failure to complete the Arrangement could result in litigation related to the termination or enforcement of the Arrangement Agreement, which could be costly and disruptive. The materialization of any of these risks could adversely impact the Company’s ongoing business, financial condition, operating results and stock price. Similarly, delays in the completion of the Arrangement could, among other things, result in additional transaction costs, loss of revenue or other negative effects associated with uncertainty about completion of the Arrangement.

The Company may waive one or more of the conditions to the Arrangement and Merger without resoliciting shareholder approval.

The Company may determine to waive, in whole or in part, one or more of the conditions to its obligations to complete the Arrangement and Merger to the extent permitted by applicable laws. The Company will evaluate the materiality of any such waiver and its effect on shareholders in light of the facts and circumstances at the time to determine whether any amendment of this Information Circular and re-solicitation of proxies is required or warranted. In some cases, if the Board determines that such a waiver is warranted but that such waiver or its effect on its shareholders is not sufficiently material to warrant re-solicitation of proxies, the Company has the discretion to complete the Arrangement and Merger without seeking further shareholder approval. Any determination whether to waive any condition to the Arrangement and Merger or as to re-soliciting shareholder approval or amending this Information Circular as a result of a waiver will be made by the Company at the time of such waiver based on the facts and circumstances as they exist at that time.

The Company will incur significant non-recurring costs related to the Arrangement and Merger.

The Company expects to incur significant non-recurring costs in connection with the Arrangement and Merger. Certain non-recurring costs will be incurred regardless of whether the Arrangement and Merger are consummated. These include, but are not limited to, fees paid to legal, financial and accounting advisors, and proxy solicitation firms, filing fees and printing costs.

The Arrangement and Merger are conditioned upon certain regulatory approvals, which, if delayed, not granted or granted with unacceptable conditions, could prevent, substantially delay or impair completion of the Arrangement and Merger, result in additional expenditures of money and resources or reduce the anticipated benefits of the Arrangement and Merger.

These closing conditions to the Arrangement and Merger include, among others, the receipt of all required regulatory, court, and stock exchange approvals (including the TSXV, the Mexican National Antitrust Commission, and the Court). The terms and conditions of any regulatory approvals, consents, or clearances that are granted may impose requirements, limitations, or costs or place restrictions on the conduct of the Resulting Issuer’s business following the completion of the Arrangement and Merger. In addition, the Company and Gold Resource have agreed to use commercially reasonable efforts, subject to certain qualifiers, to obtain required regulatory approvals, consents, and clearances and therefore may be required to comply with certain conditions, terms, obligations, or restrictions imposed by applicable governmental authorities on their respective businesses. There can be no assurance that such conditions, terms, obligations, or restrictions will not have the effect of delaying the completion of the Arrangement and Merger, imposing additional material costs on either party, or materially limiting the revenue, or otherwise adversely affecting the performance of, the Resulting Issuer following the completion of the Transactions. See “The Arrangement Agreement – Conditions to the Completion of the Merger and the Arrangement” for a discussion of the conditions to the completion of the transactions and “The Arrangement – Regulatory Approvals” for a discussion of required regulatory approvals.

The Arrangement Agreement contains provisions that limit the Company’s ability to pursue alternatives to the Arrangement and Merger and could discourage a potential competing acquiror from making a favorable alternative transaction proposal.

The Arrangement Agreement contains certain provisions that restrict the Company’s ability to initiate, encourage, seek or solicit, knowingly facilitate or, subject to certain exceptions, engage in discussions or negotiations with respect to, or approve or recommend, an Acquisition Proposal.

These provisions could discourage potential third-party acquirers or merger partners from considering or proposing an alternative transaction involving all or a significant portion of the Company, even if they were prepared to pay consideration with a higher per share value than the value proposed to be received or realized in the Merger, or might otherwise result in a potential third-party acquirer proposing to pay a lower price to shareholders than they might otherwise have proposed to pay because of the added expense of the termination fee that may become payable in certain circumstances.

The Arrangement Agreement contains termination rights and may require the Company to pay a termination fee.

The Arrangement Agreement includes mutual termination rights for both parties. It also provides that the Company may be required to pay a $5.0 million termination fee to Gold Resource under certain circumstances, including if the Board changes its recommendation to shareholders to vote in favour of the Arrangement Resolution or approves a Superior Proposal. The existence of this fee may discourage competing proposals and could result in additional financial obligations for the Company if the Arrangement and Merger are not completed. See “The Arrangement Agreement – Termination.”

There is a risk of business disruption and loss of key personnel during the pendency of the Arrangement and Merger.

The announcement and pendency of the Arrangement and Merger may adversely impact relationships with customers, suppliers, contractors and employees. The Company may experience disruption in operations or the departure of key personnel, which could impair its performance prior to or after completion of the Transactions. Accordingly, no assurance can be given that the Company will be able to retain key employees to the same extent that it has been able to in the past.

Under the terms of the Arrangement Agreement, each party is subject to certain restrictions on the conduct of business prior to completing the Transactions, which may adversely affect the ability to pursue certain business opportunities that arise prior to the closing of the Transactions or to execute certain business strategies. Such limitations could adversely affect the Company’s business and operations prior to the completion of the Arrangement and Merger. See “The Arrangement Agreement – Covenant – Conduct of Business.” Each of the risks described herein may be exacerbated by delays or other adverse developments with respect to the completion of the Arrangement and Merger.

The Fairness Opinion of Fort Capital will not reflect changes in circumstances between the signing of the Arrangement Agreement and the completion of the Arrangement and Merger.

The Special Committee received the Fairness Opinion from Fort Capital in connection with the signing of the Arrangement Agreement. The Company has not obtained any updated opinion from Fort Capital as of the date of this Information Circular. Fort Capital’s opinion was based on information available at the time it was delivered. Changes in the Company’s operations or prospects, as well as market or economic conditions, could materially affect the Company’s or Gold Resource’s value by the time the Transactions are completed. The Fairness Opinion speaks only as of its date and does not reflect any development after that time, including those that may occur prior to the completion of the Transactions. Because the Company currently does not anticipate asking Fort Capital to update its opinion, the Fairness Opinion will not address the fairness of the Exchange Ratio, from a financial point of view, at the time the Arrangement and Merger are completed. The Board’s recommendation that its shareholders vote IN FAVOUR of the Arrangement Resolution, however, is made as of the date of this Information Circular.

For a description of the Fairness Opinion that the Company received from Fort Capital, see “The Arrangement – Fort Capital Fairness Opinion.” A copy of the Fairness Opinion is also attached as Appendix “G” to this Information Circular.

Potential litigation against the parties in relation to the Transactions could result in substantial costs, an injunction preventing the completion of the Transactions, and/or a judgment resulting in the payment of damages.

Securities class action lawsuits and derivative lawsuits are often brought against public companies that have entered into merger agreements. Even if such a lawsuit is unsuccessful, defending against these claims can result in substantial costs. An adverse judgment could result in monetary damages, which could have a negative impact on the Company’s liquidity and financial condition. These lawsuits could prevent or delay the completion of the Arrangement and Merger. The Company may also incur additional costs, including expenses related to the indemnification of its directors and officers. There is no assurance that the Company will prevail in any such litigation.

Existing shareholders will have a significantly reduced ownership and voting interest in Goldgroup after the Arrangement and Merger and will exercise less influence over the policies of Goldgroup following completion of the Transactions than they now have.

Upon completion of the Arrangement and Merger, each Gold Resource shareholder and each Goldgroup shareholder will become a shareholder of Goldgroup with a percentage ownership of Goldgroup that is smaller than such holder’s current percentage ownership of Gold Resource or Goldgroup, respectively, immediately prior to the completion of the Transaction. Following completion of the Merger and the Arrangement, Gold Resource’s current shareholders are expected to own approximately 40% of Goldgroup on a fully diluted in-the-money basis and current Goldgroup shareholders are expected to own approximately 60%. The exact equity stake of Gold Resource shareholders and Goldgroup shareholders in Goldgroup immediately following the Arrangement and Merger will depend on the number of Gold Resource Shares and Common Shares issued and outstanding immediately prior to the completion of the Arrangement and Merger. In addition, the Board immediately following the Merger is expected to be comprised of two directors selected by Gold Resource and three directors selected by Goldgroup. Accordingly, Gold Resource shareholders and Goldgroup shareholders will have less influence on the management and policies of Goldgroup than they now have on the management and policies of each respective company, as applicable.

The unaudited pro forma condensed combined financial information included in this Information Circular is presented for illustrative purposes only and does not represent the actual financial position or results of operations of the Company following the completion of the Merger.

The unaudited pro forma condensed combined financial statements contained in this Information Circular are presented for illustrative purposes only, contain a variety of adjustments, assumptions and preliminary estimates and do not represent the actual financial position or results of operations of the Company or Gold Resource prior to the completion of the Arrangement and Merger or that of the Resulting Issuer following completion of the Arrangement and Merger. The Company’s future results may differ, possibly materially, from the unaudited pro forma combined financial information presented in this proxy statement. See Appendix “H” attached to this Information Circular for a copy of the unaudited pro forma condensed combined financial statements.

While the parties anticipate that the executive management team of Gold Resource immediately prior to the Effective Time will become the executive officers of the Resulting Issuer, it is not a condition to the closing of the Arrangement and Merger.

Under the Arrangement Agreement, Goldgroup, in consultation with Gold Resource, will determine the composition of the management team to be implemented following completion of the Arrangement prior to the closing of the Merger. However, while Goldgroup and Gold Resource currently anticipate that the executive management team of Gold Resource immediately prior to the Effective Time will become the executive officers of the Resulting Issuer, there can be no assurance that the anticipated management structure will be implemented as currently expected. The composition of the executive officers of the Resulting Issuer is not a condition to the closing of the Merger.

The IRS may not agree with the conclusion that Goldgroup should be treated as a foreign corporation for U.S. federal income tax purposes following the Transactions.

Although Goldgroup is incorporated in Canada, the IRS may assert that it should be treated as a U.S. corporation (and, therefore, a U.S. tax resident) for U.S. federal income tax purposes pursuant to Section 7874 of the Code. A corporation is generally considered a tax resident in the jurisdiction of its organization or incorporation for U.S. federal income tax purposes. Because Goldgroup is a Canadian incorporated entity, it would generally be classified as a foreign corporation (and, therefore, a non-U.S. tax resident) under these rules. Section 7874 provides an exception pursuant to which a foreign incorporated entity may, in certain circumstances, be treated as a U.S. corporation for U.S. federal income tax purposes.

Under Section 7874, Goldgroup would be treated as a foreign corporation for U.S. federal income tax purposes if the former shareholders of Gold Resource own (within the meaning of Section 7874) less than 80% (by both vote and value) of Common Shares by reason of holding shares in Gold Resource (the “ownership test”). Gold Resource’s shareholders are expected to own less than 80% (by both vote and value) of Common Shares after the Arrangement and Merger by reason of their ownership of Gold Resource Shares. As a result, under current law, Goldgroup is expected to be treated as a foreign corporation for U.S. federal income tax purposes. However, there can be no assurance that there will not exist in the future a subsequent change in the facts or in law, which might cause Goldgroup to be treated as a domestic corporation for U.S. federal income tax purposes, including with retroactive effect.

Further, there is limited guidance regarding the application of Section 7874 of the Code, including with respect to the provisions regarding the application of the ownership test. Therefore, there can be no assurance that the IRS will agree with the position that the ownership test is satisfied.

Section 7874 of the Code could limit Gold Resource’s and its U.S. affiliates’ ability to utilize certain U.S. tax attributes to offset certain U.S. taxable income, if any, generated by certain specified transactions for a period of time following the transaction.

Following the acquisition of a U.S. corporation by a foreign corporation, Section 7874 of the Code may limit the ability of the acquired U.S. corporation and its U.S. affiliates to utilize certain U.S. tax attributes (such as net operating losses) to offset U.S. taxable income resulting from certain transactions. Based on the limited guidance available, Gold Resource currently expects that following the Transactions, this limitation will not apply. However, there can be no assurance that the IRS will agree with this position.

The Merger is expected to result in an ownership change for Gold Resource under Section 382 of the Code, potentially limiting the use of certain of Gold Resource’s tax attributes in future years.

Under Section 382 of the Code, if a corporation undergoes an “ownership change,” the corporation’s ability to use its pre-change tax attributes (such as net operating losses) to offset its post-change income and taxes may be limited. In general, an “ownership change” occurs if there is a cumulative change in ownership by “5-percent shareholders” that exceeds 50 percentage points over a rolling three-year period. The Merger is expected to result in an ownership change under Section 382 of the Code for Gold Resource, potentially limiting the use of Gold Resource’s tax attributes in future taxable years for U.S. federal income tax purposes. These limitations may affect the timing of when these tax attributes can be used which, in turn, may impact the timing of when cash is used to pay the taxes of Gold Resource and have a negative impact on Gold Resource’s financial position and results of operations. In addition, Gold Resource’s ability to use its tax attributes will be dependent on its ability to generate taxable income.

Risks Related to Gold Resource

You should read and consider the risk factors specific to Gold Resource’s business and operations. These risks are described in “Item 1A. Risk Factors” of Gold Resource’s Annual Report, which is incorporated by reference into this Information Circular.

Risks Related to Goldgroup

Exploration, development and mining of metals involve numerous inherent risks. As such, Goldgroup is subject to various financial, operational and political risks that could have a significant impact on its profitability and levels of operating cash flows. Such risk factors, some of which are discussed herein, could materially affect the value of Goldgroup’s assets and future operating results of Goldgroup, including the value of the Common Shares.

Financial and Operational Risks

There is no guarantee that Goldgroup will enter into profitable agreements and earn a profit from operations.

Goldgroup’s expected operating costs and expenditures, economic returns and other projections from a mining project, which are contained in any technical reports or other studies prepared for or by Goldgroup, are based on assumed or estimated future metals prices, cut-off grades, operating costs, capital costs, and expenditures and other factors that each may prove to be inaccurate. Therefore, such studies and reports may prove to be unreliable.

For example, significant declines in market prices for base and precious metals or extended periods of inflation would have an adverse effect on any economic projections. In addition, any material reduction in estimates of mineralization or increases in capital costs and expenditures, or in Goldgroup’s ability to maintain a projected budget or renew a particular mining permit, could also have a material adverse effect on projected production schedules and economic returns, as well as on Goldgroup’s overall results of operations or financial condition.

There is also a risk that rising costs for labor and material could have an adverse impact on forecasted construction costs and that shortages of labor and material could have a negative impact on any mine development schedule.

Goldgroup’s operating costs are affected by the cost of commodities and goods such as steel, fuel, electrical power and supplies, including tires and reagents. Management of Goldgroup prepares its cost and production guidance and other forecasts based on its review of current and estimated future costs, and management assumes that the materials and supplies required for operations will be available for purchase. An increase in any of these costs, or a lack of availability of commodities and goods, may have an adverse impact on Goldgroup’s financial condition.

There are significant uncertainties and risks related to the development of Goldgroup’s projects.

Goldgroup is subject to inherent uncertainties and risks related to the development and potential construction of its projects, the principal of which include:

It is common in new mining operations to experience such unexpected costs, problems and delays during construction, development and mine start-up. In addition, delays in the commencement of mineral production often occur. Accordingly, there can be no assurance that Goldgroup’s activities will result in profitable mining operations.

Calculations of mineral resources are estimates and are subject to uncertainty.

Goldgroup’s calculations of mineral resources are estimates and depend upon geological interpretation and statistical inferences drawn from drilling and sampling analysis, which may prove to be inaccurate. Actual recoveries of gold from mineralized material may be lower than those indicated by test work. Any material changes in the quantity of mineralization, grade or stripping ratio, may affect the economic viability of Goldgroup’s properties.

In addition, there can be no assurance that metal recoveries in small-scale laboratory tests will be duplicated in larger scale tests under on-site conditions or during production. Notwithstanding pilot plant tests for metallurgy and other factors, there remains the possibility that the ore may not react in commercial production in the same manner as it did in testing. Mining and metallurgy are inexact sciences and, accordingly, there always remains an element of risk that a mine may not prove to be commercially viable.

Until a deposit is actually mined and processed, the quantity of mineral resources and grades must be considered as estimates only. In addition, the quantity of mineral resources may vary depending on, among other things, metal prices, cut-off grades and operating costs. Any material change in quantity of mineral resources or grade may affect the economic viability of Goldgroup’s mining projects.

There are no assurances of future economical production.

There can be no assurances for future gold production at any of Goldgroup’s mineral projects, which would be considered economical. Goldgroup has concentrated on bringing improved efficiency into the operations to allow profitability at lower metal prices.

Exploration at Goldgroup’s projects may not be successful.

There can be no assurance that any mineral resources can be identified or mined profitably on any of Goldgroup’s properties in the future. Ultimately, economic factors beyond Goldgroup’s control may result in its mines being unable to operate at a profit.

General economic conditions may adversely affect Goldgroup’s growth and profitability.

Recent events in global financial markets have had a profound impact on the global economy. Many industries, including the precious and base metals mining industry, are impacted by these market conditions. Some of the key impacts of the current financial market turmoil include contraction in credit markets resulting in a widening of credit risk, devaluations and high volatility in global equity, commodity, foreign exchange and precious metal markets, and a lack of market liquidity. A continued or worsened slowdown in the financial markets or other economic conditions, including, but not limited to, consumer spending, employment rates, business conditions, inflation, fuel and energy costs, consumer debt levels, lack of available credit, the state of the financial markets, interest rates, and tax rates may adversely affect Goldgroup’s growth and profitability.

Goldgroup will require additional capital to finance other acquisitions and current projects. If Goldgroup obtains debt financing, it will be exposed to the risk of leverage and its operations could become subject to restrictive loan and lease covenants and undertakings. If Goldgroup obtains equity financing, existing shareholders may suffer dilution. There can be no assurance that Goldgroup would be successful in overcoming these risks or any other problems encountered in connection with such financings. Goldgroup anticipates that further financing will be required for its projects to be successful.

Changes in the market price of gold and other metals, which in the past have fluctuated widely, could negatively affect the profitability of Goldgroup’s operations and financial condition.

The commercial viability of Goldgroup’s properties is dependent on, among other things, the market price of gold and other base and precious metals. Depending on the price to be received for any minerals produced, Goldgroup may determine that it is impractical to continue commercial production at its properties. A reduction in the market price of gold and other base and precious metals may prevent Goldgroup’s properties from being economically mined or result in the write-off of assets whose value is impaired as a result of low metals prices.

The market price of gold and other base and precious metals is volatile and is impacted by numerous factors beyond Goldgroup’s control, including, among others:

The effect of these factors on the price of precious and base metals cannot be accurately predicted, and there can be no assurance that the market price of these metals will remain at current levels or that such prices will improve. A decrease in the market price of gold and other base and precious metals could affect Goldgroup’s ability to finance the exploration and development of its properties, which would have a material adverse effect on its business, financial condition, results of operations and prospects.

Goldgroup will need to raise additional capital.

Goldgroup will need to raise additional capital to fund future property option payments, acquisitions or joint ventures. Additional capital may not be available, at such times or in amounts, as needed. Even if capital is available, it might be on adverse terms. There can be no assurance that unforeseen developments or circumstances will not alter Goldgroup’s requirements for capital. Any additional equity financing will be dilutive to Goldgroup’s shareholders. If access to sufficient capital is not available as and when needed, Goldgroup’s business may be impaired.

There can be no guarantee that Goldgroup’s title to its properties will not be challenged.

Although Goldgroup has received or will receive title opinions for any properties in which it has a material interest, there is no guarantee that title to such properties will not be challenged or impugned. Goldgroup’s properties may be subject to prior unregistered agreements or transfers or native land claims, and title may be affected by unidentified or unknown defects. Goldgroup has conducted as thorough an investigation as possible on the title of properties that it has acquired or will be acquiring to be certain that there are no other claims or agreements that could affect its title to the properties.

Goldgroup’s operations are subject to political and country risk.

Goldgroup conducts, or will conduct, exploration, development and production activity in Mexico. These operations are potentially subject to a number of political, social, economic and other risks. Goldgroup is not able to quantify the impact of political, social, economic or other risks on its future financial position, including:

Such risks could potentially arise in any country in which Goldgroup operates. Furthermore, in the event of a dispute arising from such activities, Goldgroup may be subject to the exclusive jurisdiction of courts outside North America or may not be successful in subjecting persons to the jurisdiction of the courts in North America, which could adversely affect the outcome of a dispute.

Goldgroup is subject to government regulation.

Operations, development and exploration on Goldgroup’s properties are affected to varying degrees by political stability and government regulations relating to such matters as environmental protection, health, safety and labor, mining law reform, tax increases, maintenance of claims, tenure, and expropriation of property. There is no assurance that future changes in such regulations, if any, will not adversely affect Goldgroup’s operations. The activities of Goldgroup require licenses and permits from various governmental authorities. While Goldgroup currently believes that it has been granted the requisite licenses and permits to enable it to carry on its existing business and operations, there can be no assurance that Goldgroup will be able to obtain all the necessary licenses and permits which may be required to carry out exploration, development and mining operations for its projects.

Goldgroup may not have adequate land and/or surface rights.

Goldgroup may require additional surface rights to exploit the resources on its properties. Goldgroup will require access to additional land beyond that currently owned, which will require negotiations with private landowners for the additional ownership and/or surface rights in order for Goldgroup to fully operate. Surface rights may also be regulated and restricted by applicable law. There is no assurance that Goldgroup will be able to obtain the required surface rights or negotiate successfully with private landowners to allow it to develop its properties and establish commercial mining operations on a timely basis.

Goldgroup is subject to environmental risks and other hazards.

All phases of a company’s mining operations are typically subject to environmental regulation in the various jurisdictions in which a company operates. Environmental legislation in many countries is evolving, and the trend has been toward stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects and increasing responsibility for companies and their officers, directors and employees.

Compliance with environmental laws and regulations may require significant capital outlays on behalf of Goldgroup and may cause material changes or delays in its intended activities. There can be no assurance that future changes in environmental regulations will not adversely affect Goldgroup’s business, and it is possible that future changes in these laws or regulations could have a significant adverse impact on some portion of Goldgroup’s business, causing Goldgroup to re-evaluate those activities at that time.

Mining involves various other types of risks and hazards, including industrial accidents; metallurgical and other processing problems; unusual or unexpected rock formations; structural cave-ins or slides; flooding; fires; metals losses; and periodic interruptions due to inclement or hazardous weather conditions.

These risks could result in damage to, or destruction of, mineral properties, production facilities or other properties, personal injury, death to contractors or employees, delays in mining, increased production costs, monetary losses and possible legal liability. Goldgroup may be subject to liability for clean-up work. Goldgroup currently carries insurance to protect against certain risks in such amounts as it considers adequate. Risks not insured include environmental pollution and mine flooding. Therefore, Goldgroup may suffer a material adverse impact on its business if it incurs losses related to any significant events that are not covered by its insurance policies.

Goldgroup depends on key management personnel and may not be able to attract and retain qualified personnel.

Goldgroup is dependent on a number of key management personnel, including the services of certain key employees. Goldgroup’s ability to manage its operations, exploration and development activities, and hence its success, will depend in large part on the ability to retain current personnel and attract and retain new personnel, including management, technical and unskilled workforce. The loss of the services of one or more key management personnel could have a material adverse effect on Goldgroup’s ability to manage and expand its business.

Goldgroup may experience growth in its number of employees or contractors as a result of its growth strategy. This growth will place substantial demands on Goldgroup and its management. Goldgroup’s ability to recruit and assimilate new personnel will be critical to its performance. Goldgroup will be required to recruit additional personnel and to train, motivate and manage its employees and contractors. The international mining industry is very active, and Goldgroup is facing increased competition for personnel in all disciplines and areas of operation, and there can be no assurance that it will be able to retain current personnel and attract and retain new personnel.

Goldgroup faces operating hazards and risks relating to its properties.

Mining operations generally involve a high degree of risk, which even a combination of experience, knowledge and careful evaluation may not be able to overcome. Hazards such as unusual or unexpected formations and other conditions can occur. Operations in which Goldgroup has a direct or indirect interest will be subject to all the hazards and risks normally incidental to exploration, development and production of precious and base metals, any of which could result in work stoppages, damage to or destruction of mines and other producing facilities, damage to life and property, environmental damage and possible legal liability for any or all damages. Goldgroup may become subject to liability for pollution, cave-ins or hazards against which it cannot insure or against which it may elect not to insure. Any compensation for such liabilities may have a material, adverse effect on Goldgroup’s financial position.

Goldgroup’s directors and officers may have conflicts of interest.

Certain of the directors and officers of Goldgroup also serve as directors and/or officers of other companies involved in natural resource exploration and development, and consequently there exists the possibility for such directors and officers to be in a position of conflict.

Goldgroup may experience problems integrating new acquisitions.

Goldgroup’s success at completing future acquisitions will depend on a number of factors, including, but not limited to, identifying acquisitions that fit its strategy, negotiating acceptable terms with the seller of the business or property to be acquired and obtaining approval from regulatory authorities in the jurisdictions of the business or property to be acquired. Any positive effect on Goldgroup’s results from its acquisitions will depend on a variety of factors, including, but not limited to, assimilating the operations of an acquired business or property in a timely and efficient manner, maintaining financial and strategic focus while integrating the acquired business or property, implementing uniform standards, controls, procedures and policies at the acquired business, as appropriate, and to the extent that Goldgroup makes an acquisition outside of markets in which it has previously operated, conducting and managing operations in a new operating environment.

The mining industry is subject to intense competition.

Significant competition exists for the acquisition of properties producing or capable of producing gold or other metals. Goldgroup may be at a competitive disadvantage in acquiring additional mining properties because it must compete with other individuals and companies, many of which have greater financial resources, operational experience and technical capabilities than does Goldgroup. Goldgroup may also encounter increasing competition from other mining companies in its efforts to hire experienced mining professionals. Increased competition could adversely affect Goldgroup’s ability to attract necessary capital funding or acquire suitable producing properties or prospects for mineral exploration in the future.

Goldgroup may be subject to theft.

Goldgroup is required to store precious metals, including gold bars, in and around its operating mines prior to their transportation to a refinery. The value of precious metals makes them an attractive target for theft. Although Goldgroup uses reasonable efforts to ensure that valuable assets are safely guarded and stored, there can be no assurance that such assets will not be the target of thefts in the future. Any theft of precious metals in the future could have a material adverse effect on Goldgroup’s business, financial condition and operations.

Goldgroup may be adversely affected by competition for water and by water shortages.

Goldgroup’s future operations require water, and its projects are located in regions where water is scarce. While Goldgroup believes it holds or will obtain sufficient water rights to support its future operations, future developments could limit the amount of water available to Goldgroup. New water development projects, or climatic conditions such as extended drought, could adversely affect Goldgroup. There can be no guarantee that Goldgroup will be successful in obtaining sufficient water rights.

There are uninsured risks and inadequate insurance coverage.

Goldgroup carries an industry standard level of insurance coverage based on its financial resources but does not carry insurance to protect against certain risks. Risks not insured against in each case include environmental pollution, earthquake damage, mine flooding, or other hazards against which mining exploration corporations cannot insure or against which it may elect not to insure because of high premium costs or other reasons. Failure to have insurance coverage for any one or more of such risks or hazards could have a material adverse effect on Goldgroup’s business, financial condition and results of operations. Due to the age of the mobile equipment and plant equipment, insurance coverage for such equipment has not been purchased.

The mining industry is subject to significant risks that could result in damage to, or destruction of, mineral properties or producing facilities, personal injury or death, environmental damage, delays in mining and monetary losses and possible legal liability. Goldgroup’s policies of insurance may not provide sufficient coverage for losses related to these or other risks. Goldgroup’s insurance does not cover all risks that may result in loss or damage and may not be adequate to reimburse Goldgroup for all losses sustained. The occurrence of losses or damage not covered by insurance could have a material and adverse effect on Goldgroup’s cash flows, results of operation and financial condition.

Goldgroup is subject to current legal proceedings and may become subject to additional future legal proceedings.

Goldgroup may become party to litigation or other adversary proceedings, with or without merit, in a number of jurisdictions. The cost of defending such claims may take away from management time and effort and if determined adversely to Goldgroup, may have a material and adverse effect on its cash flows, results of operation and financial condition. See also “Legal Proceedings” in Appendix “C” – Information Concerning the Company.

Goldgroup ability to continue as a going concern may become an issue.

Goldgroup has experienced recurring operating losses, has an accumulated deficit and a working capital deficiency. Working capital is defined as current assets less current liabilities and provides a measure of the Company’s ability to settle liabilities that are due within one year with assets that are also expected to be converted into cash within one year. The continuing operations of the Company are dependent upon its ability to arrange additional financing and resolving current legal disputes. These matters result in material uncertainties that may cast doubt on Goldgroup’s ability to continue as a going concern. These consolidated financial statements do not include any adjustments that would be necessary if the going concern assumption were not appropriate. If the going concern basis was not appropriate for these consolidated financial statements, then adjustments would be necessary in the carrying value of assets and liabilities, the reported revenues and expenses, and the classifications used in the statement of financial position.

Recent global issues, including political and economic conflicts, wars and the imposition of tariffs, in other regions have adversely affected workplaces, economies, supply chains, and financial markets globally. It is not possible for Goldgroup to predict the duration or magnitude of the adverse results of these issues and their effects on its business or results of operations this time.

Community relations and a license to operate are critical to Goldgroup’s operations.

Goldgroup’s relationship with the communities in which it operates are critical to ensure the future success of its existing operations and the construction and development of its projects. There is an increasing level of public concern worldwide relating to the perceived effect of mining activities on the environment and on communities impacted by such activities.

Certain NGOs some of which oppose globalization and resource development, are often vocal critics of the mining industry and its practices, including the use of cyanide and other hazardous substances in processing activities. Adverse publicity generated by such NGOs or others related to extractive industries generally, or Goldgroup’s operations specifically, could have an adverse effect on Goldgroup’s reputation or financial condition and may impact its relationship with the communities in which it operates.

While Goldgroup is committed to operating in a socially responsible manner, there is no guarantee that its efforts in this respect will mitigate this potential risk. Goldgroup has implemented extensive community relations and security and safety initiatives to anticipate and manage social issues that may arise at its operations.

There are risks relating to hiring outside contractors.

Goldgroup uses contractors for all mining-related activities. Such operations are subject to a number of risks, including reduced control over the aspects of the operations that are the responsibility of the contractor, injury and death to workers, failure of the contractor to perform under its agreement with Goldgroup, inability to replace the contractor if either party terminates the contract, interruption of operations in the event the contractor ceases operations due to insolvency or other unforeseen events, failure of the contractor to comply with applicable legal and regulatory requirements and the failure of the contractor to properly manage its workforce, resulting in labor unrest or employment issues.

There are risks related to archaeological sites.

Certain of Goldgroup’s projects and properties may be located on or near significant archaeological sites which could require Goldgroup to adjust its operations to minimize the impact on any such archaeological site. Goldgroup could potentially be found liable by applicable regulatory authorities if it were to damage any such archaeological sites.

Goldgroup is subject to foreign currency risks.

Goldgroup’s operations in Mexico make it subject to foreign currency fluctuations. Goldgroup’s operating expenses are primarily incurred in Mexican pesos in Mexico, and the fluctuation of the Canadian dollar in relation to the Mexican peso will consequently have an impact upon the profitability of Goldgroup and may also affect the value of Goldgroup’s assets and the amount of shareholders’ equity.

Goldgroup is subject to security issues.

Civil disturbances and criminal activities such as trespass, illegal mining, theft and vandalism can cause disruptions at certain of Goldgroup’s operations. Affected sites have taken measures to protect their employees, property and production facilities from these risks. Certain sites have engaged armed security personnel and cameras in sensitive areas, such as main entrances. The measures that have been implemented by Goldgroup will not guarantee that such incidents will not continue to occur, and such incidents may halt or delay production, increase operating costs, result in harm to employees or trespassers, decrease operational efficiency, increase community tensions or result in criminal and/or civil liability for Goldgroup or its employees and/or financial damages or penalties.

The manner in which Goldgroup’s personnel respond to civil disturbances and criminal activities can give rise to additional risks where those responses are not conducted in a manner that is consistent with international standards relating to the use of force and respect for human rights. Goldgroup has implemented a number of significant measures and safeguards which are intended to ensure that its personnel understand and uphold these standards.

The implementation of these measures will not guarantee that personnel will uphold these standards in every instance. The failure to conduct security operations in accordance with these standards can result in harm to employees or community members, increase community tensions, reputational harm to Goldgroup and its partners or result in criminal and/or civil liability for Goldgroup or its employees and/or financial damages or penalties.

Land reclamation and mine closure requirements may be burdensome and costly.

Land reclamation and mine closure requirements are generally imposed on mining companies, such as Goldgroup, which require Goldgroup, among other things, to minimize the effects of land disturbance. Such requirements may include controlling the discharge of potentially dangerous effluents from a site and restoring a site’s landscape to its pre-exploration form.

The actual costs of reclamation and mine closure are uncertain and planned expenditures may differ from the actual expenditures required. Therefore, the amount that Goldgroup is required to spend could be materially higher than current estimates. Any additional amounts required to be spent on reclamation and mine closure may have a material adverse effect on Goldgroup’s financial performance, financial position and results of operations and may cause Goldgroup to alter its operations.

Although Goldgroup includes liabilities for estimated reclamation and mine closure costs in its financial statements, it may be necessary to spend more than what is projected to fund required reclamation and mine closure activities.

Risks Related to Common Shares

Global financial conditions are volatile.

Global financial conditions continue to be characterized as volatile. In recent years, global markets have been adversely impacted by various credit crises and significant fluctuations in fuel and energy costs and metals prices, including as a result of inflation rates, interest rates and significant fluctuations in commodity prices as a result of the ongoing military conflicts in the Middle East, the Russian invasion of Ukraine and the economic sanctions imposed on Russia in connection therewith. Many industries, including the mining industry, have been impacted by these market conditions. Global financial conditions remain subject to sudden and rapid destabilizations in response to international events, as government authorities may have limited resources to respond to future crises. A continued or worsened slowdown in the financial markets or other economic conditions, including but not limited to consumer spending, employment rates, business conditions, inflation, tariffs, supply chain disruptions, sovereign debt crises, fuel and energy costs, economic recession, consumer debt levels, lack of available credit, the state of the financial markets, interest rates and tax rates, may adversely affect Goldgroup’s growth and profitability. Future crises may be precipitated by any number of causes, including natural disasters, geopolitical instability (such as the Russian invasion of Ukraine and the ongoing conflicts in the Middle East), changes to energy prices or sovereign defaults. If increased levels of volatility continue or in the event of a rapid destabilization of global economic conditions, it may result in a material adverse effect on commodity prices, demand for metals, the strength and confidence in the U.S. dollar, availability of credit, investor confidence, and general financial market liquidity, all of which may adversely affect Goldgroup’s business and the market price of its securities, including the Common Shares.

Goldgroup has not paid dividends.

Goldgroup has not paid dividends in the past and given the nature and stage of its development, does not anticipate paying dividends in the foreseeable future.

An investment in Goldgroup is highly speculative.

An investment in the Common Shares carries a high degree of risk and should be considered as a speculative investment. Goldgroup has no history of earnings, limited cash reserves, a limited operating history, has not paid dividends, and is unlikely to pay dividends in the foreseeable future.

Goldgroup may need to raise additional financing.

Goldgroup’s ability to secure any required financing to sustain operations will depend in part upon prevailing capital market conditions, commodity prices and business success. There can be no assurance that Goldgroup will be successful in its efforts to secure any additional financing or additional financing on terms satisfactory to management. If additional financing is raised by issuance of additional Common Shares from treasury, control may change and shareholders may suffer dilution. If adequate funds are not available, or are not available on acceptable terms, Goldgroup may be required to scale back its current business plan or cease operating.

Business Risks

Goldgroup’s directors and officers may be subject to conflicts of interest.

Certain of Goldgroup’s directors and officers are, and may continue to be, involved in the mineral exploration industry through their direct and indirect participation in corporations, partnerships or joint ventures which are potential competitors of Goldgroup. Situations may arise in connection with potential acquisitions or opportunities where the other interests of these directors and officers may conflict with Goldgroup’s interests. Directors and officers with conflicts of interest will be subject to and must follow the procedures set out in applicable corporate and securities legislation, regulations, rules and policies. Notwithstanding this, there may be corporate opportunities which Goldgroup is not able to procure due to a conflict of interest of one or more of its directors or officers.

Changes in tax regulations may negatively impact Goldgroup.

Goldgroup strives to run its business in as tax efficient a manner as possible. It is incorporated in Canada, has material subsidiaries incorporated under the laws of Mexico and holds assets in Mexico, and therefore may be subject to taxation in multiple jurisdictions. The tax systems in certain of the jurisdictions where Goldgroup and its subsidiaries are incorporated and where Goldgroup does business are complicated and subject to change. For this reason, the possibility of future negative effects on the results of Goldgroup due to changes in tax regulations cannot be excluded. Repatriation of any future earnings to Canada from other jurisdictions may be subject to withholding taxes. Goldgroup has no control over withholding tax rates.

Internal controls cannot provide absolute assurance with respect to the reliability of financial reporting and financial statement preparation.

Internal controls over financial reporting are procedures designed to provide reasonable assurance that transactions are properly authorized, assets are safeguarded against unauthorized or improper use, and transactions are properly recorded and reported. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance with respect to the reliability of financial reporting and financial statement preparation.

Goldgroup’s operations are located in Mexico.

Goldgroup’s mineral properties and its operations are carried out in Mexico. The banking system and controls, legal and regulatory requirements applicable to companies conducting mineral exploration activities, local business culture and practices in Mexico are different from those in Canada. Although some members of management and the Goldgroup Board have previous experience working and conducting business in Mexico, the officers and directors of Goldgroup must rely, to a great extent, on Mexican legal counsel and local consultants and contractors retained by Goldgroup in order to keep abreast of material legal, regulatory and governmental developments as they pertain to and affect its business operations, and to assist Goldgroup with its governmental relations. Goldgroup also relies on the advice of local experts and professionals in connection with current and new regulations that develop in respect of banking, financing and tax matters in Mexico. Any developments or changes in such legal, regulatory or governmental requirements or in local business practices in Mexico are beyond Goldgroup’s control and may adversely affect its business.

There are uncertainties relating to enforcements of legal rights.

Goldgroup has material subsidiaries organized under the laws of Mexico. Given that the majority of its material assets are located outside of Canada, investors may have difficulty in effecting service of process within Canada or the United States and collecting from or enforcing against Goldgroup, any judgments issued by the Canadian or American courts or Canadian or American securities regulatory authorities and predicated on the civil liability provisions of Canadian or American securities legislation or other laws of Canada or the United States. Similarly, in the event a dispute arises in connection with Goldgroup’s foreign operations, Goldgroup may be subject to the exclusive jurisdiction of foreign courts or may not be successful in subjecting foreign persons to the jurisdiction of courts in Canada or the United States.

Goldgroup’s operations depend on IT systems.

Information systems and other technologies, including those related to Goldgroup’s financial and operational management, and its technical and environmental data, are an integral part of Goldgroup’s business activities. These IT systems could be subject to network disruptions caused by a variety of sources, including computer viruses, security breaches and cyberattacks, as well as disruptions resulting from incidents such as cable cuts, damage to physical plants, natural disasters, terrorism, fire, power loss, vandalism and theft. Goldgroup’s operations also depend on the timely maintenance, upgrade and replacement of networks, equipment, IT systems and software, as well as pre-emptive expenses to mitigate the risks of failures. Any of these and other events could result in IT system failures, delays or increase in capital expenses. The failure of IT systems or a component of IT systems could, depending on the nature of any such failure, adversely impact Goldgroup’s reputation and results of operations. Although to date Goldgroup has not experienced any material losses relating to cyber-attacks or other information security breaches, there can be no assurance that it will not incur such losses in the future. Goldgroup’s risk and exposure to these matters cannot be fully mitigated because of, among other things, the evolving nature of these threats. As a result, cyber security and the continued development and enhancement of controls, processes and practices designed to protect systems, computers, software, data and networks from attack, damage or unauthorized access remain a priority. As cyber threats continue to evolve, Goldgroup may be required to expend additional resources to continue to modify or enhance protective measures or to investigate and remediate any security vulnerabilities.

General Economic Risks

The global economy is subject to volatility that may negatively impact Goldgroup’s business.

Economic uncertainty in many parts of the world has adversely affected businesses and industries in almost every sector in more significant and unpredictable ways than in more stable economic times. Prolonged depressed economic conditions and volatility in the worldwide economy may continue to adversely affect individuals and institutions investing in junior mineral exploration and development companies, which could negatively affect Goldgroup’s business and prospects.

Goldgroup maintains cash and cash equivalents in accounts with major banks, and Goldgroup’s deposits at these institutions, may at times, exceed insured limits. Market conditions can impact the viability of these institutions. In the event of failure of any of the financial institutions where Goldgroup maintains its cash and cash equivalents, there can be no assurance that Goldgroup would be able to access uninsured funds in a timely manner or at all. Any inability to access or delay in accessing these funds could adversely affect Goldgroup’s business and financial position.

Goldgroup’s business and operations may be negatively impacted by global tariffs.

On February 1, 2025, the United States imposed broad-based tariffs at the rate of 25% on all goods exported from Canada and Mexico into the United States, which were to come into effect on March 4, 2025, and were subsequently amended to allow for an exemption on U.S. tariffs for any products of Canada and Mexico that are CUSMA-compliant. The situation has continued to evolve rapidly since such time, including pursuant to a variety of administrative and judicial proceedings.

Amendments and modifications to tariffs have already been, and may continue to be, implemented on an irregular and ad-hoc basis, which makes the determination of the impact on Goldgroup’s business difficult to predict. More broadly, these tariffs, and any changes to these tariffs or imposition of any new tariffs, taxes or import or export restrictions or prohibitions, could have a material adverse effect on the Canadian and Mexican economies, the Mexican mining industry and Goldgroup’s business and operations. Furthermore, there is a risk that the tariffs imposed by the United States on other countries will trigger a broader global trade war, which could have a material adverse effect on the Canadian, Mexican and global economies, and by extension the Canadian mining industry and Goldgroup.

THE ARRANGEMENT AGREEMENT

The following is a summary of certain material terms of the Arrangement Agreement and is qualified in its entirety by reference to the complete text of the Arrangement Agreement, a copy of which can be found under the Company’s profile on SEDAR+ at www.sedarplus.ca. Shareholders are urged to carefully read and consider the full text of the Arrangement Agreement and this Information Circular, including the appendices attached hereto.

Except for its status as the contractual document that establishes and governs the legal relations among the parties with respect to the Merger and Arrangement, Goldgroup does not intend for the Arrangement Agreement to be a source of factual, business, or operational information about the parties to the Arrangement Agreement. The Arrangement Agreement contains representations and warranties of the parties as of specific dates and may have been used for purposes of allocating risk between the parties rather than establishing matters as facts. Those representations and warranties are qualified in several important respects, which shareholders should consider as they read them in the Arrangement Agreement. The representations and warranties are qualified in their entirety by certain information that Gold Resource has filed with the SEC or that Goldgroup has filed with applicable Canadian securities regulatory authorities prior to the date of the Arrangement Agreement, as well as by confidential disclosure letters that Gold Resource and Goldgroup delivered to each other in connection with the execution of the Arrangement Agreement, and are qualified by contractual standards of materiality that may differ from what shareholders consider to be material. Information concerning the subject matter of the representations and warranties may have changed since the date of the Arrangement Agreement and new information qualifying a representation or warranty may have been included in this Information Circular. For the foregoing reasons, shareholders should not rely on the representations and warranties contained in the Arrangement Agreement as statements of factual information.

Structure of the Merger and the Arrangement

Goldgroup, Gold Resource and Merger Sub entered into the Arrangement Agreement dated January 25, 2026, as amended on May 15, 2026, pursuant to which Merger Sub will merge with and into Gold Resource, with Gold Resource surviving as a wholly owned subsidiary of Goldgroup, and pursuant to which Goldgroup will complete a plan of arrangement under the BCBCA. On May 15, 2026, the Company, Gold Resource and Merger Sub entered into the Amendment. The Amendment provides, among other things, that in connection with and to facilitate the NYSE American Listing, the Consolidation Ratio will be determined jointly by Goldgroup and Gold Resource, and approved by the TSXV, prior to closing of the Merger, and that the Exchange Ratio will also be automatically adjusted proportionately to correspond to the final Consolidation Ratio. Pursuant to the Amendment, the form of plan of arrangement and merger attached as Schedule “A” to the Arrangement Agreement was also amended and restated to reflect the foregoing. The Consolidation is being undertaken by Goldgroup prior to the closing of the Arrangement and Merger in order to meet the listing requirements of the NYSE American and to facilitate the NYSE American Listing. The Consolidation is subject to, among other things, approval by Goldgroup shareholders of the Articles Resolution and approval of the TSXV. The terms and conditions of the Merger and the Arrangement are set out in the Arrangement Agreement and the Plan of Arrangement appended thereto, a copy of which is attached to this Information Circular as Appendix “B”. Shareholders are encouraged to read the Arrangement Agreement in its entirety, as it is the primary legal document governing the Merger and the Arrangement and related transactions.

The Merger and the Arrangement will occur by way of a reverse triangular merger, in which Merger Sub will merge with and into Gold Resource under Colorado law and a plan of arrangement pursuant to Part 9, Division 5 of the BCBCA, with Gold Resource surviving as a wholly owned subsidiary of Goldgroup. Upon completion of the Merger, Gold Resource’s current shareholders are expected to own approximately 40% of the Resulting Issuer on a fully diluted in-the-money basis with Goldgroup’s current shareholders holding the remaining approximately 60% interest.

Consolidation of Common Shares

Pursuant to the Arrangement, immediately prior to the Effective Time, Goldgroup will consolidate all of the issued and outstanding Common Shares at the Consolidation Ratio, which ratio will be determined jointly by the Company and Gold Resource, and approved by the TSXV, prior to the closing of the Arrangement and Merger.

The Consolidation is being undertaken by Goldgroup prior to the closing of the Merger in order to meet the listing requirements of the NYSE American and to facilitate the NYSE American Listing. The Consolidation is subject to, among other things, approval by Goldgroup shareholders of the Articles Resolution and the approval of the TSXV. TSXV approval of the Consolidation is subject to compliance with TSXV requirements, including, if applicable, shareholder approval.

See “Particulars to be Acted Upon – 5. Approval of Articles Resolution” and “The Arrangement Agreement – Consolidation of Common Shares”.

The Consolidation will result in a reduction of the number of outstanding Common Shares. As further discussed below under “Merger Consideration” the Exchange Ratio will be automatically adjusted following consummation of the Consolidation prior to the Effective Time. For greater certainty, the Consolidation has been factored into the Exchange Ratio and the Common Shares to be issued pursuant to the Arrangement, and the Consolidation will not constitute an Exchange Ratio Adjustment Event (as defined in the Arrangement Agreement).

Merger Consideration

Pursuant to the Arrangement Agreement, each outstanding Gold Resource Share will be transferred to Goldgroup in exchange for 1.4476 Common Shares (which will automatically be adjusted to a number of Common Shares for each Gold Resource Share equal to the quotient obtained by dividing 1.4476 by the Consolidation Ratio) at the Effective Time. Any Gold Resource shareholder who would otherwise be entitled to receive a fraction of a Common Share pursuant to the Merger (after taking into account all the Gold Resource Shares held immediately prior to the Effective Time by such holder) shall have its holdings of Goldgroup Shares rounded up to the nearest whole share. No cash consideration will be paid in lieu of fractional Common Shares.

Treatment of Gold Resource Awards

Gold Resource Awards that are outstanding immediately prior to the Effective Time will be treated in accordance with the Arrangement Agreement, the Plan of Arrangement and the applicable Gold Resource equity incentive plan.

At the Effective Time, all outstanding Gold Resource Options, Gold Resource DSUs, and Gold Resource RSUs will be assumed by Goldgroup and converted into equivalent awards for Common Shares, adjusted by the Exchange Ratio (other than Gold Resource Options held by residents of Canada, which will be deemed to be vested to the fullest extent and exchanged for Replacement Options, as adjusted by the Exchange Ratio). Vested Gold Resource DSUs and Gold Resource RSUs subject to delayed settlement may be paid out if terminated at closing. Gold Resource PSUs will convert into time-vested Gold Resource RSUs based on performance through the Effective Time, as determined by the Gold Resource Board and as adjusted by the Exchange Ratio. All assumed and converted awards and any Replacement Options will generally be subject to the same terms and conditions as were applicable to the corresponding Gold Resource Award prior to the assumption and conversion or exchange of the award by Goldgroup.

Governing Documents Following the Merger

The articles of incorporation and bylaws of the surviving company will be the articles of incorporation and bylaws of Merger Sub, respectively, as in effect immediately prior to the Effective Time, which are included as exhibits to the Arrangement Agreement, a copy of which can be found under the Company’s profile on SEDAR+ at www.sedarplus.ca.

Procedures for Exchange of Gold Resource Shares for Common Shares

Prior to the Effective Time, Gold Resource will appoint Computershare Investor Services Inc. to act as Exchange Agent for the payment and delivery of the Merger Consideration.

At or prior to the Effective Time, Goldgroup will deposit with the Exchange Agent, for the benefit of the holders of certificates of Gold Resource Shares, for exchange through the Exchange Agent, certificates representing the Common Shares to be issued as Merger Consideration (or if uncertificated Common Shares will be issued, Goldgroup shall make appropriate alternative arrangements).

Promptly, and in any event within four business days after the Effective Time, the Exchange Agent will mail to each holder of record of a certificate for Gold Resource Shares and each holder of record of non-certificated outstanding Gold Resource Shares, which are referred to in this Information Circular as “book-entry shares,” a letter of transmittal, and instructions for effecting the surrender of those certificates or book-entry shares in exchange for certificates representing the appropriate number of Common Shares as provided by the Arrangement Agreement.

Upon surrender of a duly executed letter of transmittal and a certificate or a book-entry share representing a Gold Resource Share, the holder of such certificate or book-entry share will be entitled to receive such number of Common Shares equal to the product of the Exchange Ratio multiplied by the number of Gold Resource Shares represented by such certificate or book-entry share. No interest will be paid or accrued on any amount payable upon surrender of certificates or book-entry shares representing Gold Resource Shares. Goldgroup and the Exchange Agent will be entitled to deduct and withhold from any amount payable as Merger Consideration to Gold Resource shareholders such amounts as required with respect to making any payment for taxes, and such amounts withheld will be treated as having been paid to such shareholder.

After the Effective Time, Gold Resource stock transfer books will be closed and there will be no further registration of transfers on its stock transfer books. If, after the Effective Time, certificates or book-entry shares representing Gold Resource Shares are presented to Goldgroup or the Exchange Agent, they will be canceled and exchanged as provided above. If a certificate representing Gold Resource Shares has been lost, stolen, or destroyed, the Exchange Agent will issue to such shareholder the consideration described above in respect of the Gold Resource Shares represented by such certificate only upon such shareholder (i) submitting a letter of transmittal completed to the best of such shareholder’s ability, (ii) making an affidavit regarding the loss, theft, or destruction, and (iii) if required by Goldgroup and the Exchange Agent, posting a bond in such reasonable and customary amount as Goldgroup may reasonably direct as indemnity against any claim that may be made against Goldgroup or the Exchange Agent in respect of the certificate alleged to have been lost, stolen, or destroyed.

Any portion of the Merger Consideration deposited with the Exchange Agent that has not been transferred to the holders of certificates or of book-entry representing Gold Resource Shares as of the day that is six years less one day from the Effective Date will cease to represent a claim or interest of any kind or nature against Gold Resource, Goldgroup or the Exchange Agent. Upon written request from the Company, the Exchange Agent will return such unclaimed Merger Consideration to Goldgroup, and former holders of Gold Resource Shares will thereafter only look to Goldgroup for payment of the Merger Consideration without any interest thereon.

Representations and Warranties

The Arrangement Agreement contains customary and, in some cases reciprocal, representations and warranties by Goldgroup, Gold Resource and Merger Sub. Many of the representations and warranties are subject to qualifications regarding materiality or the occurrence of a “material adverse effect,” such that a breach or inaccuracy will only be considered to exist if the relevant matter is material to, or reasonably expected to have a material adverse effect on, the applicable party. See “Material Adverse Effect” below. Certain representations and warranties are also qualified by knowledge standards, which limit breaches to matters within the actual knowledge of specified officers. The representations and warranties made by Gold Resource are also subject to and qualified by certain information included in its filings made with the SEC and the representations and warranties made by Goldgroup are also subject to and qualified by certain information included in Goldgroup’s filings on SEDAR+. Each of the representations and warranties is further qualified by the information disclosed in the disclosure schedules delivered by the Company and Gold Resource.

The representations and warranties made by Goldgroup and Merger Sub to Gold Resource, and from Gold Resource to Goldgroup and Merger Sub, relate to the following subject matters, among other things: