Good morning, everyone. Welcome to the Special Meeting of Shareholders of Gold Resource Corporation. I am Allen Palmiere. I serve as CEO, President, and a Director for the company. I will chair this meeting today. Sheila Forjuoh , our external legal counsel from Davis Graham & Stubbs LLP will act as the secretary of the meeting. I hereby call this meeting to order. Joining me today are Lila Manassa Murphy, Ron Little, and Peter Gianulis, who serve as our Independent Directors, along with Chet Holyoak , our Chief Financial Officer. Please note that this meeting is being recorded. However, no one attending via the webcast or telephone is permitted to use any audio recording device. We will now proceed to the formal part of the meeting.
A complete list of the shareholders as of the record date of May 26th, 2026, was on file at the company's offices and open to the inspection by any shareholder, as required by Colorado law. The list is also available for inspection by any shareholder during this meeting.
I will now ask Chet Holyoak to report on the calling of the meeting and the presence of a quorum.
Ladies and gentlemen, I have an affidavit from Broadridge attesting that the proxy statement and form of proxy were mailed commencing on May 29th, 2026, to all shareholders as of the record date and will be incorporated into the minutes of this meeting. As of the record date, 163,392,909 shares of the company's common stock were available and entitled to vote at this meeting. Shareholders who hold a total of at least 33.3% of the shares outstanding are present in person or by proxy. The company's bylaws require the presence of more than 1/3 of the outstanding shares entitled to vote. Therefore, a quorum is present for this meeting.
Based on that report, I declare that the meeting is duly convened. I have also appointed Ms. Christine Amrhein to serve as Inspector of Elections for the purposes of tabulating votes at this meeting. She has executed her oath, which will be filed with the minutes of this meeting. There are two matters to be brought before this special meeting. Proposal 1, the merger proposal. A proposal to approve the arrangement agreement and plan of merger dated January 25, 2026, as amended on May 15th, 2026, by and among the company Goldgroup Mining Inc., and Goldgroup Merger Sub, Inc. Information about the arrangement agreement and plan of merger is included in the proxy statement. The Board of Directors has recommended that you vote for the merger proposal.
Proposal two, the merger-related compensation proposal. An advisory non-binding proposal to approve 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. Information about the compensation that may be payable to the company's officers in connection with the merger is included in the proxy statement. The Board of Directors has recommended that you vote for the merger-related compensation proposal.
Since there is no other business to be considered at this meeting, we will move to a vote on the proposals. If there is anyone present who wishes to vote his or her shares or holds a proxy which he or she wishes to vote, please submit your vote through the virtual meeting website. The formal voting segment of the meeting is now closed. At this time, all votes should have been submitted.
There being no further discussion of the proposals, I now declare the polls closed.
Mr. Palmiere, Broadridge was engaged to tabulate the votes cast by proxy. Based on their tabulation report of the proxy votes received, I hereby report the following preliminary voting results. Number one, the proposal to approve the arrangement agreement and plan of merger dated January 25th, 2026, as amended on May 15th, 2026, by and among the company, Goldgroup Mining Inc., and Goldg roup Merger Sub, Inc., was approved by holders of 58.91% of the outstanding shares of the company's common stock. Number two, the proposal to approve on an advisory basis the compensation of the company's named executive officers that is based on or otherwise related to the merger was approved by 58.17% of the votes cast at the meeting.
After inspection and verification of any votes submitted during this meeting, the final voting results will be provided in a report on the Securities and Exchange Commission on a Form 8-K within four business days from today.
With that, I turn the meeting back to you, Mr. Palmiere.
Thank you, Ms. Amrhein. I believe this concludes the proposals at the meeting. There is no further business to be conducted at the meeting. I will now entertain a motion to terminate the meeting.
I move to terminate the meeting.
I second the motion.
All in favor say aye.
Aye.
The formal portion of the meeting is terminated. With that, I would like to thank each of you for joining us today.