Form 8-K

8-K — GOLD RESOURCE CORP

Accession: 0001104659-26-080402

Filed: 2026-07-02

Period: 2026-07-02

CIK: 0001160791

SIC: 1040 (GOLD & SILVER ORES)

Item: Submission of Matters to a Vote of Security Holders

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — tm2619706d1_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (tm2619706d1_ex99-1.htm)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

July 2, 2026

GOLD

RESOURCE CORPORATION

(Exact name of registrant as specified in its charter)

Colorado

001-34857

84-1473173

(State or other jurisdiction of

incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification Number)

7887

East Belleview

Avenue, Suite 1100

Denver, Colorado

80211

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number including area code:

(303) 320-7708

(Former name or former address, if changed since

last report)

Check the appropriate box below if the Form 8-K filing is intended

to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which

registered

Common Stock

GORO

NYSE American

Indicate by check mark whether the registrant is an emerging growth

company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities

Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging

growth company ¨

If an emerging

growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any

new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 5.07 Submission of Matters to a Vote of Security Holders.

On July 2, 2026, Gold Resource Corporation (the

“Company”) held a special meeting of the Company’s shareholders (the “Special Meeting”). As

of the close of business on May 26, 2026, the record date for the Special Meeting, a total of 163,392,909 shares of the Company’s

common stock, with par value of $0.001 per share, were outstanding and entitled to vote. In total, holders of 101,287,882 shares of the

Company’s common stock, or approximately 62% of those entitled to vote, were represented in person or by proxy at the Special Meeting.

The certified results of the matters voted upon

at the Special Meeting, which are more fully described in the Company’s proxy statement for the Special Meeting filed with the Securities

and Exchange Commission on May 29, 2026, are as follows:

Proposal 1 – The Merger Proposal

The Arrangement Agreement and Plan of Merger (as

amended, the “Arrangement Agreement”), dated January 25, 2026, by and among the Company, Goldgroup Mining Inc., a corporation

incorporated under the laws of the province of British Columbia (“Goldgroup”), and Goldgroup Merger Sub Inc., a Colorado

corporation and wholly owned subsidiary of Goldgroup (“Merger Sub”), pursuant to which Merger Sub will merge with and

into the Company, with the Company surviving as a wholly owned subsidiary of Goldgroup (the “Merger”), was approved

by the following vote:

For

Against

Abstain

96,312,452

4,681,241

294,189

Proposal 2 – The Merger-Related Compensation

Proposal

The advisory (non-binding) proposal regarding

the compensation that may be paid or become payable to the Company’s named executive officers that is based on or otherwise related

to the Merger was approved by the following vote:

For

Against

Abstain

95,103,652

5,359,362

824,868

Proposal 3 – The Adjournment Proposal

Because there were sufficient proxies to approve

the proposal to adopt the Arrangement Agreement, no proposal to adjourn the Special Meeting was made.

Item 7.01 Regulation FD Disclosure.

On July 2, 2026, the Company issued a press release

announcing the approval of the Merger proposal. A copy of such press release is furnished as Exhibit 99.1 to this Current Report on Form

8-K and is incorporated herein by reference.

The information contained in Item 7.01 of this

Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities

Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section,

nor shall it be deemed incorporated by reference in any filing by the Company under the Securities Act of 1933, as amended, or the Exchange

Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are furnished with this report:

Exhibit No.

Description

99.1

News Release dated July 2, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934,

the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

GOLD RESOURCE CORPORATION

Date: July 2, 2026

By:

/s/ Allen Palmiere

Name:

Allen Palmiere

Title:

Chief Executive Officer and President

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2619706d1_ex99-1.htm · Sequence: 2

Exhibit 99.1

NEWS FOR IMMEDIATE RELEASE

NYSE American: GORO

GOLD RESOURCE CORPORATION SHAREHOLDERS APPROVE

MERGER AT SPECIAL MEETING

DENVER

– July 2, 2026 – Gold Resource Corporation (NYSE American: GORO) (the “Company,” “we,”

“our,” or “GRC”) today announced that, at the Company’s Special Meeting of Shareholders held this morning,

our shareholders approved the previously announced Arrangement Agreement and Plan of Merger, dated January 25, 2026 and amended on May

15, 2026, by and among the Company, Goldgroup Mining Inc., a corporation incorporated under the laws of the province of British Columbia

(“Goldgroup”), and Goldgroup Merger Sub Inc., a Colorado corporation and wholly owned subsidiary of Goldgroup (“Merger

Sub”), pursuant to which Merger Sub will merge with and into the Company, with the Company surviving as a wholly owned subsidiary

of Goldgroup (the “Merger”). Subject to obtaining all required approvals and the satisfaction or waiver of all required closing

conditions, the Merger is expected to close on or about July 17, 2026, following completion of a share consolidation by Goldgroup.

Additional information about the Merger is available in the Company’s

proxy statement for the Special Meeting of Shareholders filed with the Securities and Exchange Commission on May 29, 2026.

About GRC:

Gold Resource

Corporation is a gold and silver producer, developer, and explorer with its operations centered on the Don David Gold Mine in Oaxaca,

Mexico. Under the direction of an experienced board and senior leadership team, the Company’s focus is to unlock the significant

upside potential of its existing infrastructure and large land position surrounding the mine in Oaxaca, Mexico and to develop the Back

Forty Project in Michigan, USA. For more information, please visit the Company’s website, located at www.goldresourcecorp.com.

Contacts:

Allen Palmiere

Chief Executive Officer

Gold Resource Corporation

720-459-3854

www.goldresourcecorp.com

Forward-Looking Statements:

This press release contains forward-looking statements

within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the

Securities Exchange Act of 1934, as amended. Forward-looking words such as “plan,” “target,” “anticipate,”

“believe,” “estimate,” “intend” and “expect” and similar expressions are intended to identify

such forward-looking statements. Such forward-looking statements include, without limitation, the statements regarding the expected closing

of the Merger. All forward-looking statements in this press release are based upon information available to the Company as of the date

of this press release, and the Company assumes no obligation to update any such forward-looking statements. Forward-looking statements

involve a number of risks and uncertainties, and there can be no assurance that such statements will prove to be accurate. The Company’s

actual results could differ materially from those discussed in this press release. Forward-looking statements are subject to risks and

uncertainties. Additional risks related to the Company may be found in the periodic and current reports filed with the SEC by the Company,

including the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, as amended, which are available on the

SEC’s website at https://www.sec.gov.

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