GORO 10-Q

Goldgroup Mining Inc. (GORO)

10-Q 2026-05-08 For: 2026-03-31

View Original

Added on August 02, 2026


a
Title of each class	Trading Symbol	Name of each exchange where registered
Common Stock, $0.001 par value	GORO	NYSE American



Large accelerated filer	◻	Accelerated filer	◻

Non-accelerated filer	☒	Smaller reporting company	☒

		Emerging growth company	☐

		Page
	First Quarter 2026 Summary	3

	Part I - FINANCIAL INFORMATION	4
Item 1.	Condensed Consolidated Interim Financial Statements and Notes	4
	Ø Condensed Consolidated Interim Balance Sheets as of March 31, 2026 (unaudited) and December 31, 2025	4
	Ø Condensed Consolidated Interim Statements of Operations for the three months ended March 31, 2026 and 2025 (unaudited)	5
	Ø Condensed Consolidated Interim Statements of Changes in Shareholders’ Equity for the three months ended March 31, 2026 and 2025 (unaudited)	6
	Ø Condensed Consolidated Interim Statements of Cash Flows for the three months ended March 31, 2026 and 2025 (unaudited)	7
	Ø Notes to the Condensed Consolidated Interim Financial Statements (unaudited)	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	24
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	42
Item 4.	Controls and Procedures	43

	Part II - OTHER INFORMATION	44
Item 1.	Legal Proceedings	44
Item 1A.	Risk Factors	44
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	44
Item 3.	Defaults upon Senior Securities	44
Item 4.	Mine Safety Disclosures	45
Item 5.	Other Information	45
Item 6.	Exhibits	46
Signatures		47


		As of		As of
		March 31,		December 31,
	Note	2026		2025
ASSETS
Current assets:
Cash and cash equivalents		$	31,025	$	25,011
Accounts receivable, net			15,060		13,253
Inventories, net	4		8,739		8,234
Prepaid expenses and other current assets	6		2,667		2,784
Total current assets			57,491		49,282
Property, plant, and mine development, net	7		138,754		134,656
Other non-current assets			179		124
Total assets		$	196,424	$	184,062
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable		$	7,288	$	7,360
Mining royalty taxes payable, net			2,663		2,860
Accrued expenses and other current liabilities	8		7,295		7,043
Total current liabilities			17,246		17,263
Reclamation and remediation liabilities	10		10,299		10,184
Gold and silver stream agreements liability	9		95,597		90,930
Deferred tax liabilities, net	5		18,028		15,527
Contingent consideration	11		3,494		3,554
Other non-current liabilities	8		2,946		2,575
Total liabilities			147,610		140,033

Commitments and contingencies	11

Shareholders’ equity:
Common stock - $0.001 par value, 200,000,000 shares authorized: 161,886,146 and 161,767,412 shares outstanding at March 31, 2026 and December 31, 2025, respectively			162		162
Additional paid-in capital			138,504		138,458
Accumulated deficit			(82,797)		(87,536)
Treasury stock at cost, 336,398 shares			(5,884)		(5,884)
Accumulated other comprehensive loss			(1,171)		(1,171)
Total shareholders’ equity			48,814		44,029
Total liabilities and shareholders’ equity		$	196,424	$	184,062


		For the three months ended
		March 31,
	Note	2026		2025

Sales, net	3	$	43,943	$	12,354
Cost of sales:
Production costs			20,636		10,708
Depreciation and amortization			4,027		2,704
Reclamation and remediation			235		394
Total cost of sales			24,898		13,806
Mine gross profit (loss)			19,045		(1,452)
Costs and expenses:
General and administrative expenses			1,594		1,144
Mexico exploration expenses			1,230		281
Michigan Back Forty Project expenses			209		204
Stock-based compensation	15		1,024		400
Other expense, net	16		5,537		4,311
Total costs and expenses			9,594		6,340
Income (loss) before income taxes			9,451		(7,792)
Income tax provision	5		4,712		527
Net income (loss)		$	4,739	$	(8,319)
Net income (loss) per common share:
Basic and diluted income (loss) per common share	17	$	0.03	$	(0.07)

Weighted average shares outstanding:
Basic	17		161,863,094		112,442,135
Diluted	17		163,716,164		112,442,135


	For the three months ended March 31, 2026 and 2025
	Number of Common Shares	Par Value of Common Shares		Additional Paid- in Capital		Accumulated Deficit		Treasury Stock		Accumulated Other Comprehensive Loss		Total Shareholders' Equity
Balance, December 31, 2024	95,661,347	$	96	$	115,319	$	(81,077)	$	(5,884)	$	(1,171)	$	27,283
Stock-based compensation	-		-		140		-		-		-		140
Common stock issued for vested restricted stock units	328,942		-		-		-		-		-		-
Issuance of common stock, net of issuance costs	9,287,601		9		3,013		-		-		-		3,022
Surrender of common stock for taxes due on net settlement	(123,806)		-		(42)		-		-		-		(42)
Registered direct offering	15,625,000		16		2,484								2,500
Net loss	-		-		-		(8,319)		-		-		(8,319)
Balance, March 31, 2025	120,779,084	$	121	$	120,914	$	(89,396)	$	(5,884)	$	(1,171)	$	24,584

Balance, December 31, 2025	162,103,810	$	162	$	138,458	$	(87,536)	$	(5,884)	$	(1,171)	$	44,029
Stock-based compensation	-		-		102		-		-		-		102
Common stock issued for vested restricted stock units	177,150		-		-		-		-		-		-
Surrender of common stock for taxes due on net settlement	(58,416)		-		(56)		-		-		-		(56)
Net income	-		-		-		4,739		-		-		4,739
Balance, March 31, 2026	162,222,544	$	162	$	138,504	$	(82,797)	$	(5,884)	$	(1,171)	$	48,814


		For the three months ended March 31,
	Note	2026		2025
Cash flows from operating activities:
Net income (loss)		$	4,739	$	(8,319)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Deferred income tax expense			2,524		427
Depreciation and amortization			4,088		2,918
Stock-based compensation			1,024		400
Interest on streaming liabilities			4,667		3,821
Other operating adjustments, net	19		(213)		164
Changes in operating assets and liabilities:
Accounts receivable			(1,807)		(1,050)
Inventories			113		514
Prepaid expenses and other current assets			117		161
Other non-current assets and liabilities			(127)		426
Accounts payable and other accrued liabilities			(119)		(454)
Cash settled liability awards			-		(33)
Mining royalty and income taxes payable, net			(156)		197
Net cash provided by (used in) operating activities			14,850		(828)

Cash flows from investing activities:
Capital expenditures			(8,764)		(2,182)
Proceeds from the sale of investments			-		854
Net cash used in investing activities			(8,764)		(1,328)
Cash flows from financing activities:
Proceeds from ATM Program sales, net of issuance costs			-		3,022
Net proceeds from the registered direct offerings			-		2,500
Other financing activities			(56)		(42)
Net cash (used in) provided by financing activities			(56)		5,480
Effect of exchange rate changes on cash and cash equivalents			(16)		(61)

Net increase in cash and cash equivalents			6,014		3,263
Cash and cash equivalents at beginning of period			25,011		1,628
Cash and cash equivalents at end of period		$	31,025	$	4,891

Supplemental Cash Flow Information
Income and mining taxes paid		$	1,897	$	-
Non-cash investing or financing activities:
Value of common shares issued for share-based compensation redemption		$	112	$	69
Balance of capital expenditures in accounts payable		$	1,041	$	339
Balance of equipment financing		$	328	$	539


	As of			As of
	March 31,			December 31,
	2026			2025

	(in thousands)
Stockpiles - underground mine	$	230		$	491
Concentrates		2,983			2,301
Subtotal - product inventories		3,213			2,792
Materials and supplies ⁽¹⁾		5,526			5,442
Total	$	8,739		$	8,234


	Gold		Silver		Copper		Lead		Zinc			Total
	(ounces)		(ounces)		(tonnes)		(tonnes)		(tonnes)
Under contract		2,313		711,051		99		461		1,221
Average forward price (per ounce or tonne)	$	4,634	$	70	$	12,230	$	1,938	$	3,200
Unsettled sales contracts value (in thousands)	$	10,718	$	49,752	$	1,211	$	893	$	3,907	$	66,481


	Stock Options		Weighted Average Exercise Price (per share)
Outstanding as of December 31, 2024	840,612		$	2.99
Granted, exercised, expired, or forfeited	-			-
Outstanding as of March 31, 2025	840,612		$	2.99

Outstanding as of December 31, 2025	760,408		$	3.05
Granted, exercised, expired, or forfeited	-			-
Outstanding as of March 31, 2026	760,408		$	3.05

Vested and exercisable as of March 31, 2026	760,408		$	3.05


	Restricted Stock Units		Fair Value (in thousands)
Nonvested as of December 31, 2024	1,931,258		$	444
Vested but not redeemed (deferred)	(397,782)
Vested and redeemed	(205,136)
Vested and withheld for net settlement	(123,806)
Nonvested as of March 31, 2025	1,204,534		$	614

Nonvested as of December 31, 2025	782,583		$	648
Granted	884,135
Vested but not redeemed (deferred)	(260,237)
Vested and redeemed	(118,734)
Vested and withheld for net settlement	(58,416)
Forfeited	(54,075)
Nonvested as of March 31, 2026	1,175,256		$	1,410


	Performance Share Units			Liability Balance (in thousands)
Outstanding as of December 31, 2024	1,328,922		$	148
Redeemed	(241,195)
Outstanding as of March 31, 2025	1,087,727		$	109

Outstanding as of December 31, 2025	735,168		$	248
Redeemed ⁽¹⁾	(273,638)
Forfeited	(29,893)
Outstanding as of March 31, 2026	431,637		$	376


	Deferred Stock Units			Liability Balance (in thousands)
Outstanding as of December 31, 2024	883,384		$	203
Granted in lieu of board fees	35,008
Outstanding as of March 31, 2025	918,392		$	468

Outstanding as of December 31, 2025	947,370		$	784
Granted	349,360
Granted in lieu of board fees	18,116
Outstanding as of March 31, 2026	1,314,846		$	1,578


		For the three months ended March 31,				Statements of Operations Classification
		2026		2025
	Note
Realized and unrealized derivative gain, net	13	$	2,832	$	102	Sales, net


	Oaxaca, Mexico		Michigan, USA		Total Reportable Segments		Corporate and Other		Total
For the three months ended March 31, 2026
Sales, net	$	43,943	$	-	$	43,943	$	-	$	43,943
Production costs		20,636		-		20,636		-		20,636
Depreciation and amortization		4,004		23		4,027		-		4,027
Reclamation and remediation		235		-		235		-		235
Exploration expense		1,230		209		1,439		-		1,439
G&A expenses, including Stock-based compensation		-		-		-		2,618		2,618
Other expense, net ⁽¹⁾		(207)		4,607		4,400		1,137		5,537
Income (loss) before income taxes	$	18,045	$	(4,839)	$	13,206	$	(3,755)	$	9,451

Total assets as of March 31, 2026	$	87,223	$	89,363	$	176,586	$	19,838	$	196,424
Expenditures for long-lived assets	$	8,621	$	-	$	8,621	$	-	$	8,621

	Oaxaca, Mexico		Michigan, USA		Total Reportable Segments		Corporate and Other		Total
For the three months ended March 31, 2025
Sales, net	$	12,354	$	-	$	12,354	$	-	$	12,354
Production costs		10,708		-		10,708		-		10,708
Depreciation and amortization		2,673		26		2,699		5		2,704
Reclamation and remediation		394		-		394		-		394
Exploration expense		281		204		485		-		485
G&A expenses, including Stock-based compensation		-		-		-		1,544		1,544
Other expense, net ⁽¹⁾		246		4,096		4,342		(31)		4,311
Loss before income taxes	$	(1,948)		(4,326)	$	(6,274)	$	(1,518)	$	(7,792)

Total assets as of March 31, 2025	$	55,527	$	89,504	$	145,031	$	2,625	$	147,656
Expenditures for long-lived assets	$	1,821	$	-	$	1,821	$	-	$	1,821


	For the three months ended March 31,
	2026		2025

	(in thousands)
Concentrate sales
Gold		7,480		2,485
Silver		31,968		7,452
Copper		913		472
Lead		684		539
Zinc		3,113		1,751
Less: Treatment and refining charges		(3,047)		(447)
Total concentrate sales, net		41,111		12,252
Realized gain - embedded derivative, net ⁽¹⁾		5,187		24
Unrealized (loss) gain - embedded derivative, net		(2,355)		78
Total sales, net	$	43,943	$	12,354


	As of		As of
	March 31,		December 31,
	2026		2025

	(in thousands)
Asset retirement costs (“ARO asset”)	$	4,106	$	4,106
Construction-in-progress		4,586		4,020
Furniture and office equipment		1,840		1,855
Land		9,033		9,033
Mineral interest		79,542		79,543
Light vehicles and other mobile equipment		2,409		2,371
Machinery and equipment		49,927		47,582
Mill facilities and infrastructure		36,614		36,524
Mine development		141,647		136,089
Software and licenses		1,554		1,554
Subtotal		331,258		322,677
Accumulated depreciation and amortization		(192,504)		(188,021)
Total	$	138,754	$	134,656


	2026		2025

	(in thousands)
Reclamation liabilities – balance at beginning of period	$	2,099	$	1,839
Foreign currency exchange (gain) loss		(12)		260
Reclamation liabilities – balance at end of period		2,087		2,099

Asset retirement obligation – balance at beginning of period		8,093		8,838
Changes in estimate ⁽¹⁾		-		(2,634)
Changes in liability for Aquila drillhole plugging		-		98
Accretion		176		499
Foreign currency exchange (gain) loss		(49)		1,292
Asset retirement obligation – balance at end of period		8,220		8,093
Total period end balance	$	10,307	$	10,192


	2026			2025

	(in thousands)
Beginning Balance of contingent consideration:
Non-current contingent consideration	$	3,554		$	3,389

Change in valueof contingent consideration - non-current		(60)			165

Ending Balance of contingent consideration:
Non-current contingent consideration	$	3,494		$	3,554


	Financial Statements Note #	For the three months ended March 31,
		2026			2025


Total cost of sales ⁽¹⁾		$	24,898		$	13,806
Less: Depreciation and amortization ⁽¹⁾			(4,027)			(2,704)
Less: Reclamation and remediation ⁽¹⁾			(235)			(394)
Treatment and refining charges for Concentrate sales	3		3,047			447
Co-product credits:
Concentrate sales - Copper	3		(913)			(472)
Concentrate sales - Lead	3		(684)			(539)
Concentrate sales - Zinc	3		(3,113)			(1,751)
Realized gain for embedded derivatives - Copper	18		(24)			(9)
Realized loss (gain) for embedded derivatives - Zinc	18		(12)			81
Total cash cost after co-product credits		$	18,937		$	8,465
Gold equivalent (AuEq) ounces sold (oz)			8,749			3,394
Total cash cost after co-product credits per AuEq oz. sold		$	2,164		$	2,494

Total cash cost after co-product credits from above		$	18,937		$	8,465
Sustaining Investments - Capital:
Underground Development ⁽²⁾			3,797			468
Other Sustaining Capital ⁽²⁾			3,342			50
Sustaining Investments - Capitalized Exploration:
Infill Drilling ⁽²⁾			608			109
Surface and Underground Exploration Development & Other ⁽²⁾			874			6
Reclamation and remediation ⁽¹⁾			235			394
DDGM all-in sustaining cost after co-product credits		$	27,793		$	9,492
AuEq ounces sold (oz)			8,749			3,394
DDGM all-in sustaining cost after co-product credits per AuEq oz. sold		$	3,177		$	2,797

DDGM all-in sustaining cost after co-product credits from above		$	27,793		$	9,492
Corporate Sustaining Expenses:
General and administrative expenses ⁽¹⁾			1,594			1,144
Stock-based compensation ⁽¹⁾			1,024			400
Consolidated all-in sustaining cost after co-product credits		$	30,411		$	11,036
AuEq ounces sold (oz)			8,749			3,394
Total consolidated all-in sustaining cost after co-product credits per AuEq oz. sold		$	3,476		$	3,252

Consolidated all-in sustaining cost after co-product credits from above		$	30,411		$	11,036
Underground Exploration Development ⁽²⁾			-			1,188
Growth Investments - Exploration:
Mexico exploration expenses ⁽¹⁾			1,230			281
Michigan Back Forty Project expenses ⁽¹⁾			209			204
Total all-in cost after co-product credits		$	31,850		$	12,709
AuEq ounces sold (oz)			8,749			3,394
Total all-in cost after co-product credits per AuEq oz. sold		$	3,640		$	3,745


	2025				2026
	Q1	Q2	Q3	Q4	Q1
Operating Data
Total tonnes milled	56,906	63,479	65,131	85,888	74,444
Average Grade
Gold (g/t)	0.70	0.56	1.11	0.96	1.10
Silver (g/t)	169	115	250	298	203
Copper (%)	0.18	0.13	0.16	0.16	0.15
Lead (%)	0.72	0.88	0.63	0.58	0.72
Zinc (%)	1.68	2.72	1.57	1.22	1.91
Metal production (before payable metal deductions)
Gold (ozs.)	903	758	1,646	1,993	2,039
Silver (ozs.)	257,285	196,435	453,057	687,523	396,448
Copper (tonnes)	54	50	73	87	75
Lead (tonnes)	272	373	241	306	370
Zinc (tonnes)	699	1,380	784	750	1,143
Metal produced and sold
Gold (ozs.)	859	878	1,422	1,785	1,548
Silver (ozs.)	230,320	150,365	417,710	663,503	374,232
Copper (tonnes)	50	43	67	80	69
Lead (tonnes)	277	272	212	253	353
Zinc (tonnes)	617	1,060	645	618	962
Average metal prices realized
Gold ($ per oz.)	$ 2,956	$ 3,350	$ 3,546	$ 4,234	$ 5,098
Silver ($ per oz.)	$ 32.54	$ 34.35	$ 41.39	$ 55.06	$ 98.09
Copper ($ per tonne)	$ 9,656	$ 9,619	$ 9,690	$ 11,224	$ 13,649
Lead ($ per tonne)	$ 1,950	$ 1,887	$ 1,937	$ 1,981	$ 1,938
Zinc ($ per tonne)	$ 2,710	$ 2,607	$ 2,841	$ 3,258	$ 3,248
Gold equivalent ounces sold
Gold Ounces	859	878	1,422	1,785	1,548
Gold Equivalent Ounces from Silver	2,535	1,542	4,876	8,628	7,201
Total AuEq oz	3,394	2,420	6,298	10,413	8,749


Exhibit Number		Descriptions
2.1†		Arrangement Agreement and Plan of Merger, dated as of January 25, 2026, between Gold Resource Corporation, Goldgroup Mining Inc. and Goldgroup Merger Sub Inc. (incorporated by reference from Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 26, 2026).
3.1		Articles of Incorporation of the Company as filed with the Colorado Secretary of State on August 24, 1998 (incorporated by reference from Exhibit 3.1 to the Company’s Registration Statement on Form SB-2 filed with the SEC on October 28, 2005).
3.1.1		Articles of Amendment to the Articles of Incorporation as filed with the Colorado Secretary of State on September 16, 2005 (incorporated by reference from Exhibit 3.1.1 to the Company’s Registration Statement on Form SB-2 filed with the SEC on October 28, 2005).
3.1.2		Articles of Amendment to the Articles of Incorporation as filed with the Colorado Secretary of State on November 8, 2010 (incorporated by reference from Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 10, 2010).
3.1.3		Articles of Amendment to the Articles of Incorporation as filed with the Colorado Secretary of State on June 4, 2021 (incorporated by reference from Exhibit 3.1.3 to the Company’s Annual Report on Form 10-K filed with the SEC on March 13, 2023).
3.2		Amended and Restated Bylaws of the Company dated August 9, 2010 (incorporated by reference from Exhibit 3.2 to the Company’s Current Report on Form 8-K filed with the SEC on August 12, 2010).
3.2.1		Amendment dated March 25, 2013 to Amended and Restated Bylaws of the Company dated August 9, 2010 (incorporated by reference from Exhibit 3.2 to the Company’s Current Report on Form 8-K filed with the SEC on March 27, 2013).
3.2.2		Amendment dated April 3, 2018 to the Amended and Restated Bylaws of the Company dated August 9, 2010 (incorporated by reference from Exhibit 3.2 to the Company’s Current Report on Form 8-K filed with the SEC on April 3, 2018).
3.2.3		Amendment dated August 6, 2024 to the Amended and Restated Bylaws of the Company dated August 9, 2010 (incorporated by reference from Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on August 7, 2024).
10.1		Form of Voting and Support Agreement, dated as of January 25, 2026 (incorporated by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 26, 2026).
31.1*		Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Allen Palmiere.
31.2*		Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Chet Holyoak.
32**		Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for Allen Palmiere and Chet Holyoak.
101		The following items from the Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 are furnished herewith, formatted in inline XBRL: (A) the following financial statements: (i) the Condensed Consolidated Interim Balance Sheets, (ii) the Condensed Consolidated Interim Statements of Operations, (iii) the Condensed Consolidated Interim Statements of Changes in Shareholders’ Equity, (iv) the Condensed Consolidated Interim Statements of Cash Flows, and (v) the Notes to the Condensed Consolidated Interim Financial Statements; and (B) Rule 10b5-1 Trading Arrangements.
104		Cover Page Interactive Data File (embedded within the XBRL document).


	GOLD RESOURCE CORPORATION

Dated: May 7, 2026		/s/ Allen Palmiere
	By:	Allen Palmiere,
		Chief Executive Officer, President and Director




Dated: May 7, 2026		/s/ Chet Holyoak
	By:	Chet Holyoak,
		Chief Financial Officer