
~~Board~~Experience, Skills ~~Matrix~~& Diversity

~~Experience/Skills~~ (Board Self- Assessment)	~~Alex Morrison~~Ron	~~Joe~~ ~~Driscoll~~ Little	Lila Manassa Murphy	~~Ron~~ ~~Little~~	Allen Palmiere
Board Experience/Corporate Governance	P	SP	P	P	P
Capital Markets/Corporate Finance	SP	P	P	S	P
Corporate Social Responsibility	P	PS	P	P	S
Financial Expertise/Financial Literacy	PS	SP	P	S	P
Human Resources/Executive Compensation	SP	S	S		S
Industry Knowledge	P	P	P	P	P
Information Technology/Cybersecurity	S	P			S
Leadership/Executive Management	P	SP	S	P	P
Mergers and Acquisitions	P	S	S	S	P
Mineral Exploration and Development	P	PS	S	P	S
Mining/Engineering	P	PS		P	S
Processing/Metallurgy	S	S		P
Risk Management	PS	SP	S	S	P

P – Primary Expertise

S – Secondary Expertise

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As of the date of this proxy statement, we have three directors, including two that the Board has determined are independent directors, as follows:

~~P - Primary Expertise~~	●
~~S - Secondary Expertise~~					Ron Little (independent);

●

Lila Manassa Murphy (independent); and

●

Allen Palmiere.

An “independent director” is a director whom the Board has determined satisfies the requirements for independence, including those established under the Sarbanes–Oxley Act of 2002, Section 10A(m)(3) of the Exchange Act and under Section 803A of the NYSE American LLC Company Guide (“NYSE American Rules”). Ms. Manassa Murphy previously served as the Chair of the Compensation Committee; however, in March 2022, Ms. Manassa Murphy resigned that role to avoid any perception that the relationship Ms. Manassa Murphy and Mr. Palmiere have with Dundee Corporation might impair her independence.

In June 2023, Alex Morrison, the former Chair of the Board of Directors and an independent director, and Joseph Driscoll, an independent director, separately resigned from the Company. Neither Messrs. Morrison’s or Driscoll’s resignations were the result of any disagreement between either director and the Company, its management, the Board or any committee thereof, or with respect to any matter relating to the Company’s operations, policies or practices. Mr. Little replaced Mr. Morrison as Interim Chair of the Board, and membership on the committees were adjusted following the resignations. The Board of Directors intends to seek additional candidates for the Board of Directors; however, this search has been temporarily suspended pending the completion of the review of strategic alternatives that was announced by the Company in November 2023.

We consider “related party transactions” to be transactions between the Company and (1) a director, officer, director nominee or beneficial owner of five percent or more of our common stock; (2) the spouse, parents, children, siblings, or in-laws of any person named in (1); or (3) an entity in which one of our directors and officers is also a director or officer or has a material financial interest. The Audit Committee is vested with the responsibility of evaluating and approving any potential related party transaction unless a special committee consisting solely of disinterested and independent directors (as defined in the NYSE American Rules) is appointed by the Board. Our policies and procedures for related party transactions are set forth in writing in our Code of Ethics and Audit Committee Charter. Other than Director and Officer compensation, there were no related party transactions during the fiscal year ended December 31, 2023.

There are no family relationships among our executive officers and directors.

Annually, the Nominating and Governance Committee evaluates if any director is overboarded. A director is overboarded if that director serves on too many boards, limiting the ability of the director to fulfill their responsibilities given the significant time commitment associated with each directorship. In addition to the number of boards on which a director serves, we also consider the director’s employment status, the size and complexity of the companies the director serves and the unique attributes or skills that the director brings to the service on our board. In particular, the Nominating and Governance Committee evaluated Ms. Manassa Murphy’s status, as she currently serves as the CFO of Dundee Corporation and further serves as a director of another NYSE-listed public company. The Committee concluded that her continued service on the Board would be in the best interest of our stockholders based on Ms. Manassa Murphy’s evidenced commitment to the Company, her active preparation for and participation in the meetings of the Board and relevant committees, and the unique and diverse perspective that she brings to our Board. The Nominating and Governance Committee believes that the other employment or directorship commitments of the proposed nominees would not prevent them from dedicating the necessary time and attention to our Company.

There have been no material legal proceedings that would require disclosure under the federal securities laws that are material to an evaluation of the ability or integrity of our directors or executive officers, or in which any

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director, officer, nominee or principal stockholder, or any affiliate thereof, is a party adverse to us or has a material interest adverse to us.

Our on-boarding program for new directors includes a discussion of a broad range of topics, including the background of the Company, the Board and its governance model, long-term strategy and business operations, financial statements, business plan and capital structure, key risk factors and management systems, legal, business integrity and ethical responsibilities of the Board, as well as other matters relevant to the ability of a new director to fulfill his or her responsibilities. Our directors are expected to keep current on issues affecting our Company and the mining industry and on developments with respect to their general responsibilities as directors. The Company will either provide or pay reasonable expenses for ongoing director education to enable them to perform their duties as directors. Ongoing director training includes presentations and or input by ~~NEO’s,~~named executive officers (“NEOs”), the Technical Advisory Committee and Independent auditors, as well as outside advisors and experts. New and current directors have visited the Company’s mine site to further their understanding of the business.

17Director Compensation

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~~As of~~During 2023, the ~~date of this proxy statement, we have five directors, including four that the Board has determined are independent directors, as follows:~~

●

~~Alex Morrison (independent);~~

●

~~Lila Murphy (independent);~~

●

~~Joe Driscoll (independent);~~

●

~~Ron Little (independent); and~~

●

~~Allen Palmiere.~~

An “independent” director is a director whom the Board has determined satisfies the requirements for independence, including those established under the Sarbanes–Oxley Act of 2002, section 10A(m)(3) of the Exchange Act and under section 803A of the NYSE American LLC Company Guide (“NYSE American Rules”).

We consider “related party transactions” to be transactions between the Company and (1) a director, officer, director nominee or beneficial owner of greater than five percent of our common stock; (2) the spouse, parents, children, siblings, or in-laws of any person named in (1); or (3) an entity in which one of our directors and officers is also a director or officer or has a material financial interest. The Audit Committee is vested with the responsibility of evaluating and approving any potential related party transaction unless a special committee consisting solely of disinterested and independent directors (as defined in the NYSE American Rules) is appointed by the Board. Our policies and procedures for related party transactions are set forth in writing in our Code of Ethics and Audit Committee Charter. There were no related party transactions during fiscal 2020.

~~Director Compensation~~

~~Non-executive~~non-executive director compensation ~~was evaluated in early 2021 to ensure alignment~~program consisted of (i) annual cash and equity retainers along with ~~roles performed and shareholder interests. As a result~~(ii) the granting of the evaluation, annual retainers for non-executive directors were revised as outlined in the table below. Along with the revisions made to non-executive director retainers, the Company commenced the practice of granting deferred share units (described below). The Company continues to work with an independent Compensation Consultant to perform a peer review of non-executive director overall compensation structure. This review may result in future revisions to the non-executive director compensation structure.

~~Executive~~ as equity compensation. Executives who are also directors are not compensated for board service in addition to their executive compensation outlined in the Executive Compensation section of this Proxy Statement. ~~Through December 31, 2020,~~

Retainers

During the ~~non-executive directors of the Company were primarily compensated by way of directors’ fees, RSUs and stock options.~~

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~~Retainer Fees~~

~~Effective January 1, 2021, changes were made to~~2023 period, the retainer structure ~~used~~remained the same as in the 2022 period and is reflected in the following table.


Fee Type	Annual Retainer
	Cash	Equity
Board Chair	$140,000	$150,000
Board Member	$70,000	$100,000
Committee Chair	$10,000 – $25,000	n/a
Committee Member	$7,500	n/a

From time to ~~compensate the Company’s non-executive directors.~~time, other non-recurring committees may be required, including but not limited to Special Committees or Advisory Committees. The ~~outlined retainers below~~directors appointed to serve on these committees will be ~~paid in cash unless~~compensated depending on objectives set for the committee.

Payment of Retainers

Each non-executive director ~~elects~~may elect to have the cash retainer shown in the table above paid in equity. At the non-executive director’s discretion, ~~the~~ equity issued in lieu of cash retainers can be in the form of ~~deferred share units~~fully vested Deferred Share Units (“~~DSUs”~~DSUs”) or unrestricted stock ~~grants, the~~grants. The terms of the DSUs are discussed below. ~~Each~~The number of shares covered by each DSU, or unrestricted stock grant will be ~~awared at~~based on the Company’s 20-day Volume Weighted Average Price (“VWAP”) as calculated on the closing ~~share price value at the~~ date that the cash would have otherwise been paid.


~~Fee Type~~	~~Annual Retainer~~
~~Board Chair~~	~~$70,000~~
~~Board Member~~	~~$70,000~~
~~Committee Chair~~	~~$10,000 – $25,000~~
~~Committee Member~~	~~$7,500~~

The equity portion of the annual retainer is paid in the form of DSUs, as described below.

~~Share-Based Awards and~~

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Deferred Share ~~Unit~~Units

Effective January 1, 2021, the Board, on the recommendation of the Compensation Committee, implemented a program to issue DSUs. ~~DSUs are~~Each DSU is a ~~qualifying instrument under~~phantom, or notional interest that entitles the ~~terms~~recipient to receive one share of Company stock or the cash equivalent thereof upon the settlement of the ~~Company’s 2016 Equity Plan.~~DSU. The purpose of the DSUs is to promote a greater alignment of interests between non-executive directors and the shareholders of the Company, and to provide a compensation system for non-executive directors that, together with any other compensation mechanisms of the Company, reflects the responsibility, commitment, and risk accompanying Board membership.

The Board ~~may award~~awards DSUs to an eligible director to provide appropriate equity-based compensation for the services he or she renders to the Company. The vesting and settlement terms of the DSUs that are used as equity-based compensation are determined by the Compensation Committee at the time the DSUs are ~~awarded~~awarded. In 2023, we granted 278,664 DSUs related to the equity-based annual retainer as follows: Mr. Morrison was issued 92,888 DSUs and each of Messrs. Driscoll and Little and Ms. Manassa Murphy were issued 61,925 each, in ~~compliance with~~March 2023, which vested immediately at grant date but are settled on the ~~2016 Equity Plan.~~earlier of the director’s termination of Board service or ten years from the date of grant.

In addition, as noted above, directors may also elect to defer their cash retainers into DSUs. DSUs issued in lieu of cash retainers are 100% vested upon issuance. During 2023, Ms. Manassa Murphy deferred a portion of her Board retainer in an amount equal to $54,976 into 108,011 DSUs, which are payable upon her termination of Board service. Ms. Manassa Murphy has deferred a total of $81,226 of her Board retainer into 122,393 DSUs from 2022 through 2023.

Effective January 1, 2022, the Board adopted the Gold Resource Corporation Non-Employee Director Deferred Compensation Plan (the “Director Deferred Compensation Plan”) which formalizes the terms and conditions pursuant to which directors may elect to defer their cash retainers into DSUs, as well as the payment terms of all such DSUs. Generally, DSUs for U.S. participants under the Director Deferred Compensation Plan will be settled ~~at termination. Termination is deemed~~upon the earliest to occur of (1) a termination of the participant’s service on the ~~earliest of (1) the date of voluntary resignation or retirement of the director from the Board;~~Board, (2) ~~the date of~~a death, ~~of the director; or~~ (3) ~~the date of removal of the director from the Board whether by shareholder resolution, failure to achieve re-election or otherwise; and on which date the director is not~~ a ~~director or employee~~change in control of the Company (as defined in the Director Deferred Compensation Plan), or ~~any~~(4) ten years from grant date. DSUs for Canadian participants under the Director Deferred Compensation Plan will generally be settled upon the later of ~~its affiliates. At the time of settlement, and at the discretion~~(1) termination of the ~~Compensation Committee, DSUs may be issued in~~participant’s service on the ~~form of equity~~Board or ~~cash after consideration~~(2) termination of the ~~financial condition of the Company.~~participant’s employment.

~~As noted above, retainers may be paid in the form of equity at the election of the non-executive director.~~

~~2020 Non-Executive~~ Director Compensation Table

Prior to 2021, we paid our non-executive directors a monthly cash retainer fee based on factors including tenure, committee membership and chair duties. Mr. Conrad received $22,000 per month as Chairman of the Board. Mr. Morrison received $12,000 per month and Ms. Perry received $10,333 per month. Additionally, Mr. Conrad and Mr. Morrison received additional cash awards throughout the year related to the duties assumed.

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The table below summarizes the compensation of all ~~independent~~non-executive directors who served as directors at any time during the fiscal year ~~2020 and whose compensation is not disclosed in the Executive Compensation Summary Table for the fiscal year~~ ended December 31, ~~2020:~~2023:



					All Other
Name	Fees Earned ⁽¹⁾		Stock Awards⁽²⁾		Compensation		Total
Ronald N. Little ⁽⁶⁾	$	155,028	$	55,733	$	-	$	210,760
Lila Manassa Murphy ⁽³⁾⁽⁶⁾	$	109,952	$	55,733	$	-	$	165,684
Alex G. Morrison ⁽⁴⁾	$	83,029	$	83,599	$	-	$	166,628
Joseph Driscoll ⁽⁵⁾	$	40,385	$	55,733	$	-	$	96,117

Name

Fees Earned
or paid in
Cash

Stock Awards

Option
Awards⁽²⁾


All Other
Compensation⁽³⁾

Total
Bill M. Conrad

$
392,000

$
-

$
80,755

$
1,863

$
474,618
Alex G. Morrison⁽¹⁾

187,000

33,160

71,459

1,863

293,482
Kimberly C. Perry⁽⁴⁾

98,664

-

-

-

98,664

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1)	~~(1)~~Fees Earned includes compensation relating to appointments on Special Committees or Advisory Committees.

2)	~~Mr. Morrison elected~~Represents DSUs issued to ~~receive 7,789 shares of common stock~~our non-employee directors as equity compensation. All awards shown are based on their grant date fair value determined pursuant to ASC Topic 718, as disclosed in note 16 to our 2023 Annual Report

Ms. Manassa Murphy’s Fees Earned includes 108,011 DSUs awarded in lieu of cash, ~~retainer ($24,978) and 2,614 RSU’s ($8,182) related to the 25% adjustment made to unvested RSU’s to reflect the impact~~with a grant date fair value of ~~the Fortitude Gold Corporation spin-off.~~

$54,976.

4)	~~(2)~~Upon termination, Mr. Morrison’s outstanding DSUs (174,340) immediately vested and were paid out in cash in June 2023.

5)	Upon termination, Mr. Driscoll’s outstanding DSUs (149,560) immediately vested and were paid out in cash in June 2023.

As of December 31, ~~2020, unexercised stock options were revalued as a result of the Fortitude Gold Corporation Spin-off. Option prices were adjusted by $1.00 per option~~2023, Mr. Little and ~~the options revalued accordingly.~~

~~(3)~~

~~“All Other Compensation” includes a gold~~Ms. Manassa Murphy held 149,560 and ~~silver coin given to the non-executive director.~~

~~(4)~~

~~Ms. Perry served on the Board until August 10, 2020 when she resigned to replace retiring CFO Mr. John Labate.~~

273,913 vested DSUs, respectively.

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The Board and its Committees

The Board maintains an Audit Committee, a Compensation Committee, a Nominating and Governance Committee, and a ~~Safety,~~ Sustainability ~~and Technical~~ Committee. The following table sets forth the number of meetings held by each committee of the Board during the fiscal ~~2020.~~year ended December 31, 2023.


Board or Committee	Number of Meetings	~~Did any Director or Member Attend Less than 75% of Meetings Held?~~
Board of Directors	12*	No6
Audit Committee	5	No4
Compensation Committee	5	No4
Nominating and Governance Committee	2	No1
~~Safety,~~ Sustainability ~~and Technical~~ Committee	1	No
* Including one non-executive session.4

During 2023, each director attended at least 75% of the aggregate of the total number of meetings of the Board and of each committee of the Board on which such director served.Directors are encouraged, but not required, to attend our annual meetings of shareholders. All directors were in attendance either physically or virtually for the 2023 annual meeting of shareholders.

From time to time, other non-recurring committees may be required, including but not limited to Special Committees or Advisory Committees. These committee meetings are not included in the above table.

Audit Committee. ~~The~~As defined in Section 3(a)(58)(A) of the Exchange Act, the Company established an Audit Committee ~~has been established~~ to oversee the accounting and financial reporting of the Company and which comprises ~~Alex Morrison (Chair),~~of Lila Manassa Murphy (Interim Chair) and Ron Little as members, each of whom are independent under the NYSE American Rules. Among other duties, the Audit Committee is directly responsible for recommending the appointment, approving the compensation (including approval of the audit fees), retention and oversight of the independent registered public accounting firm that audits our financial statements and our internal control over financial reporting. The Audit Committee annually reviews the independence and performance of the independent auditors in deciding whether to retain the current firm or engage a different independent auditor. During these reviews, the Audit Committee considers, among other things:

●

the auditor’s historical and recent performance on the audit, including the results of an internal review of the quality and service provided by the auditor;

●

the auditor’s capability and expertise in handling the breadth and complexity of our operations;

●

an analysis of the auditor’s known legal risks and any significant legal or regulatory proceedings in which it is involved;

●

external data on audit quality and performance including any known Public Company Accounting Oversight Board (PCAOB) reports;

●

the appropriateness of the auditor’s fees for audit and non-audit services, both on an absolute basis and compared to peer firms;

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●

auditor independence; and

●

~~auditor independence; and~~

●

auditor tenure, including the benefit of institutional knowledge concerning our policies and procedures.

It is the policy of the Audit Committee to review and approve the engagement of the independent auditors, including the scope, extent and procedures of audit and non-audit services to be performed for the Company, the content and results of the audit performed by the auditors and any recommendations made by the auditors, and to oversee any other aspects of the engagement of the independent auditors, including but not limited to resolution of disagreements between management and the auditor regarding financial reporting and other audit, review or attest services, and the compensation to be paid therefore, and all other matters the Audit Committee deems appropriate. The Audit Committee also oversees our financial reporting process and is responsible for drafting an Audit Committee Report to be included with our proxy statement.

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Our Board has determined that ~~Mr. Morrison,~~Ms. Manassa Murphy, the Interim Chair of the Audit Committee, qualifies as an audit committee financial expert, as defined by the applicable regulations of the SEC, in that he has (1) an understanding of generally accepted accounting principles and financial statements; (2) the ability to assess the general application of such principles in connection with the accounting for estimates, accruals and reserves; (3) experience preparing, auditing, analyzing or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by our financial statements, or experience actively supervising one or more persons engaged in such activities; (4) an understanding of internal controls over financial reporting; and (5) an understanding of the audit committee functions. Mr. Morrisonshe has:

●

an understanding of generally accepted accounting principles and financial statements;

●

the ability to assess the general application of such principles in connection with the accounting for estimates, accruals and reserves;

●

experience preparing, auditing, analyzing or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by our financial statements, or experience actively supervising one or more persons engaged in such activities;

●

an understanding of internal controls over financial reporting;

●

an understanding of the audit committee functions; and

●

active Certified Public Accountant (CPA) and Chartered Financial Analyst (CFA)

Ms. Manassa Murphy acquired these attributes through ~~his~~her experience serving as chief financial officer, a director of other publicly traded companies and in ~~his~~her experience in ~~a public~~matters related to sustainability, finance, accounting, ~~firm.~~and risk assessment. Each of the other members of the Audit Committee is financially sophisticated, as defined in the NYSE American Rules. Each member of the Audit Committee is “an independent” director under the rules of the NYSE American applicable to audit committee members.

The full responsibilities of the Audit Committee are set forth in its formal written charter, which is available on our web site at www.goldresourcecorp.com.

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Audit Committee Report. The Audit Committee of the Board of Directors is pleased to present this Audit Committee Report:

We have reviewed and discussed the Company’s audited consolidated financial statements for the year ended December 31, ~~2020~~2023 with management and have discussed with ~~Plante & Moran PLLC,~~BDO USA, P.C., our independent registered public accounting firm for ~~2020,~~2023, the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (PCAOB) and the U.S. Securities and Exchange Commission (SEC), with respect to those statements. We have reviewed the written disclosures and the letter from ~~Plante & Moran PLLC~~BDO USA, P.C. required by the PCAOB regarding ~~Plante & Moran PLLC’s~~BDO USA, P.C.’s communication with the audit committee concerning independence and have discussed with ~~Plante & Moran PLLC~~BDO USA, P.C. its independence in connection with its audit of our most recent financial statements. Based on this review and these discussions, we recommended to the Board of Directors that the financial statements be included in our ~~annual report on Form 10-K for the year ended December 31, 2020.~~2023 Annual Report.

Respectfully submitted,

~~Alex Morrison (Chair~~Lila Manassa Murphy (Interim Chair and member)

~~Lila Murphy (member)~~

, Ron Little (member)

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Compensation Committee. The Compensation Committee, currently composed of ~~Lila Murphy (Chair), Alex Morrison and Joe Driscoll~~Ron Little (Interim Chair) as ~~members, each of whom are~~a member, who is an independent under the NYSE American Rules, is responsible for establishing the compensation of our CEO, reviewing and determining the compensation of our executive officers and non-executive directors and determining or recommending our general compensation, benefits, perquisites, policies and practices, including, without limitation, our incentive compensation plans and equity-based compensation plans, and preparing a Compensation Committee Report to be included with our proxy statement. ~~Each~~Mr. Little meets the definition of an independent director under the NYSE American Rules. Effective March 31, 2022, Ms. Manassa Murphy resigned as a member of the Compensation Committee ~~members meets~~to proactively avoid any perception that the ~~definition of “independent” as defined in the NYSE American Rules.~~relationship Ms. Manassa Murphy and Mr. Palmiere have with Dundee Corporation might impair her independence.

In performing its functions, the Compensation Committee considers, among other things, the recommendations of an independent compensation consultant, the types and amounts of compensation that have been paid to our executives and non-executive directors in the recent past, peer group compensation, as well as recent individual and overall Company performance.

The Board of Directors intends to seek additional candidates for the Board of Directors to, among other things, increase the number of directors serving on the Compensation Committee. However, this search has been temporarily suspended pending the completion of the review of strategic alternatives that was announced by the Company in November 2023.

The Compensation Committee has adopted a formal charter, a copy of which is available on our website at www.goldresourcecorp.com.

~~Compensation Committee Interlocks and Insider Participation~~. No member of the Compensation Committee was ever an officer of the Company or served as an employee or participated in a related party transaction during the last fiscal year. No member of the Compensation Committee or executive officer of our Company has a relationship that would constitute an interlocking relationship with executive officers or directors of another entity.

~~Compensation Committee Report~~. ~~The Compensation Committee of the Board of Directors is pleased to present this Compensation Committee Report:~~

We have reviewed and discussed with management the Compensation Discussion and Analysis set forth in this proxy statement. Based upon review of the discussions herein, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement and incorporated by reference in the Company’s Form 10-~~K for the year ended December 31, 2020.~~

~~Respectfully submitted,~~

~~Lila Murphy (Chair and member)~~

~~Alex Morrison (member)~~

~~Joe Driscoll (member)~~

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Nominating and Governance Committee. The Nominating and Governance Committee comprises Lila Manassa Murphy (Chair)~~, Alex Morrison~~ and ~~Joe Driscoll~~Ron Little as members, each of whom is independent under the NYSE American Rules. The committee is primarily responsible for (1) identifying and evaluating qualified individuals to become members of the Board or to fill any vacancies that arise, including suggestions from members of the Board as well as from shareholders, and to recommend such nominees to the Board; (2) determining the criteria the committee will use to evaluate such candidates for director; (3) periodically reviewing the function and size of the Board and making recommendations to the Board; (4) evaluating the Company’s corporate governance practices and recommending any changes to those guidelines or constituent documents; (5) evaluating the effectiveness of the Board and its committees, its membership and its structure; and (6) developing effective continuing education guidelines for the members of the Board.

~~The Nominating and Governance Committee acts pursuant to its charter available on our website at~~ ~~www.goldresourcecorp.com~~.

The committee will consider director candidates nominated by shareholders and will apply the same criteria to all nominees, including shareholder recommendations. A shareholder who wishes to recommend a prospective director nominee should send a letter directed to the attention of Ann Wilkinson, Corporate Secretary, 2000 South Colorado Blvd, Suite 10200, Denver, Colorado 80222. Such letter must be signed and dated and submitted by the date mentioned in this proxy statement under the heading “Shareholder Proposals.” The information required by Regulation 14A of the Securities Exchange Act must be included in or attached to the letter, including but not limited to:

●

name and address of the shareholder making the recommendation;

●

proof that the shareholder was the shareholder of record, and/or beneficial owner of common stock as of the date of the letter;

●

the name, address and resume of the recommended nominee; and

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●

the written consent of the recommended nominee to serve as a director if so nominated and elected.

Specific minimum qualifications for directors and director nominees which the committee believes must be met in order to be so considered include strategic managerial and financial skills and experience, mining industry expertise, and knowledge in other areas that are strategically important to us. Other considerations include diversity, exemplary personal integrity and reputation, sound judgment, potential or actual conflicts of interest, and sufficient time and willingness to devote to the discharge of his or her duties.

~~Safety,~~ Sustainability ~~and Technical~~ Committee. The ~~Safety,~~ Sustainability ~~and Technical~~ Committee was established effective January 1, 2020. As of the date of the Proxy, the members of the committee are ~~Joe Driscoll (Chairperson),~~Ron Little (Chair) and Lila ~~Murphy and Ron Little.~~Manassa Murphy. The Committee is primarily responsible for the review and monitoring of (1) environmental policies and activities including audit plans and reports; (2) health and safety policies and activities including audit plans and reports; (3) policies and activities related to the engagement of communities, government and other stakeholders; (4) policies and activities related to the sustainability of communities within the areas of operations; and (5) policies and activities related to sustainable use of renewable and non-renewable resources.

The ~~Safety,~~ Sustainability ~~and Technical~~ Committee acts pursuant to its charter available on our website at ~~www.goldresourcecorp.com~~.www.goldresourcecorp.com.

Environmental, Social And Other Corporate Governance

The ~~Safety,~~ Sustainability ~~and Technical~~ Committee is charged with evaluation and oversight of the Company’s policies related to environmental, safety and health and social risks, all of which are available on our website at

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www.goldresourcecorp.com. These policies demonstrate the Company’s continued commitment to improving both its operations and the environment and surrounding communities in which it operates.

The Company ~~has~~is always focused on environmental impact, sustainability and investment in the local and indigenous communities where it operates. Some examples include:

●

~~bursaries~~construction of the water filtration and ~~scholarships provided for local youth~~dry stack facilities in 2021 which will conserve and recirculate water, eliminate risks related to ~~attend post-secondary education;~~traditional tailings facilities and accelerate reclamation of certain areas of the open pit mine;

●

construction of the paste plant in 2019 which repurposes a portion of its above-ground tailings by backfilling its underground workings with a solution which reduces the tailings storage footprint and reinforces underground mine stability;

●

use of recycled materials in the construction of its Oaxaca, Mexico mine camp;

●

successful power line connection of its ~~El Aguila Project~~Don David Gold Mine in Oaxaca, Mexico to the Federal Electricity Commission’s power grid, replacing onsite diesel power generation and reducing local carbon emissions and providing first time electricity access to approximately 25,000 families along the power line route;

●

investments in local infrastructure, such as a local water treatment facility, medical and dental clinics;

●

bursaries and scholarships provided for local youth to attend post-secondary education;

●

sponsoring local activities, including school and community social events; and

●

supporting local residents through educational scholarships.

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On March 8, 2023, we published our inaugural environmental, social and governance (“ESG”) report that provides an outline of our approach to sustainability across key governance, health and safety, social and environmental topics, along with a summary of our 2022 performance and plans for the ~~seventh consecutive year,~~future. An update to the ESG report containing 2023 related performance, activities, and future plans is currently in process and is expected to be released before the end of 2024. We remain committed to advancing our framework as we mature and refine our approach. Our Don David Gold Mine ~~earned~~in Mexico has been making investments in ESG endeavors for over ten years. Our Back Forty Project in the ~~prestigious Empresa Socialmente Responsable (“ESR”) award from the Mexican Center for Philanthropy (CEMEFI). Awards are given to organizations who demonstrate a commitment to supporting social~~Upper Peninsula of Michigan has also invested heavily in ESG including ensuring our environmental impact assessment is robust and ~~environmental protection programs within their local communities.~~

thoughtful in identifying culturally significant sites that will be honored and respected. The Company ~~completed a paste plant facility in 2019, which repurposes a portion of its above-ground tailings by backfilling its underground workings with a solution which extends~~is committed to enhancing and improving transparency. The ESG report can be found on the life of the mine by reducing the tailings storage footprint and reinforcing underground mine stability. The Company has also begun construction of a dry stack facility, which upon completion will further reduce its tailings storage footprint, reduces water consumption and accelerates the reclamation and rehabilitation of the open pit mining area.Company’s website at www.goldresource.com/responsible-mining/esg-reports/.

~~Additionally, in 2020,~~In 2021, we prepared a reporting framework based on the Sustainability Accounting Standards Board (“SASB”) Metals and Mining Protocols. The ~~2020~~2021 report ~~includes 2019~~included 2020 results on the following categories: Green House Emissions, Air Quality, Energy Management, Water Management, Waste & Hazardous Materials Management, Biodiversity Impacts, Security, Human Rights & Rights of Indigenous Peoples, Community Relations, Labor Relations, Workforce Health & Safety and Business Ethics & Transparency. This SASB report, along with our Tailings Dam Disclosure, can be found on our website at ~~www.goldresourcecorp.com~~. www.goldresourcecorp.com.

The Company regularly consults with the local and ~~indigenous~~Indigenous communities in Mexico and hosts discussions related to impacts of operations and local improvements. The Company recognizes access to water as a human right and will continue to support the communities in which it operates in this regard. The Company continues to evolve in this area with a focus on environmental stewardship, community engagement, human rights issues and enhanced disclosures of our impact and activities.

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Communications with the Board of Directors

Our Board maintains a policy of reviewing and considering communications from our ~~shareholders.~~shareholders and interested parties. Any shareholder or interested party who desires to contact the Board may do so as follows:


Medium	Number / Address
~~Fax~~	~~(720) 459 – 3870~~
Telephone	(303) 320 – 7708
Email	~~Ann.Wilkinson@GRC-USA.com~~Info@GRC-USA.com
Regular Mail	~~2000 South Colorado Blvd.~~ ~~Tower 1,~~7900 East Union Avenue, Suite ~~10200~~ 320, Denver, CO ~~80222~~ ~~c/o Ann Wilkinson~~80237

Such communications may also be forwarded to the Board by mail in a sealed envelope addressed to an individual director or the Board by mailing to our corporate headquarters in Denver, Colorado. We will deliver the envelope unopened (1) if addressed to an individual director, to such director, or (2) if addressed to the Board, to the Chair of the Board who will report on the contents to the other board members.

Our directors periodically review communications from shareholders or interested parties and determine, at their discretion, whether the communication addresses a matter that is appropriate for consideration by the Board. Directors also attend the annual meeting of shareholders and receive communications directly from shareholders at that time.

Code of Ethics and Whistleblower Policy

We maintain a written Code of Ethics, a copy of which is available on our website at www.goldresourcecorp.com. In the event the Board approves an amendment to or a waiver of any provision of the Code of Ethics, we will disclose the information on our website.

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The Company also maintains a Whistleblower Policy, a copy of which is available on our website at www.goldresourcecorp.com. We are committed to conducting appropriate investigations and supporting individuals who report in good faith concerning any perceived illegal acts, fraud, and/or violations of the Code of Ethics.

auditor disclosures

BDO USA, P.C. (“BDO”) currently serves as our independent public accounting firm starting April of 2022 and has provided audit reports of BDO on the Company’s consolidated financial statements as of and for the years ended December 31, 2023 and 2022, did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles.

During the years ended December 31, 2023 and 2022, there were no (1) disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K and related instructions) with BDO on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of BDO, would have caused BDO to make reference to the subject matter of the disagreement in their reports, or (2) reportable events (as defined in Item 304(a)(1)(v) of Regulation S-K).

The Company provided BDO with a copy of the disclosures required by Item 304(a) of Regulation S-K prior to the time this proxy statement was filed with the SEC. In the event that BDO believed the disclosures were incorrect or incomplete, BDO was permitted to express its views in a brief statement to be included in this proxy statement. BDO has not submitted such a statement.

The following table sets out the aggregate fees billed by BDO for services rendered during the fiscal year ended December 31, 2023 along with aggregate fees for services rendered during the fiscal year ended December 31, 2022 and in connection with our annual audits and quarterly reviews, as well as for any other non-audit services provided by the firm:


	BDO		BDO
	2023		2022
Audit Fees	$	616,500	$	661,900
Audit-Related Fees		-		-
Tax Fees		216,549		255,300
All Other Fees		-		-
Total Fees	$	833,049	$	917,200

Audit Fees. This category includes fees related to the audit of our annual financial statements; review of financial statements included in our quarterly reports on Form 10-Q; the audit of management’s assessment of the effectiveness as well as an audit performed during 2022 as to the effectiveness of our internal control over financial reporting included in our annual reports on Form 10-K as required by Section 404 of the Sarbanes-Oxley Act of 2002; and services that are normally provided by the independent registered public accounting firm in connection with statutory and regulatory filings or engagements during those fiscal years. The 2022 audit fees were higher than the 2023 audit fees due to engaging BDO USA, P.C. in Q1 2022 and the acquisition of Aquila Resources Inc. in December 2021.

Audit-Related Fees. This category consists of assurance and related services provided by the independent registered public accounting firm that are reasonably related to the performance of the audit or review of our financial statements and are not reported above under “Audit Fees.”

Tax Fees. This category consists of professional services rendered by the independent registered public accounting firm primarily in connection with our tax compliance activities, including the preparation of tax returns,

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technical tax advice related to the preparation of tax returns, intercompany transfer pricing and any tax compliance activities related to mergers and/or acquisition.

All Other Fees. This category consists of fees for other corporate services that are not included in the other categories of fees.

During fiscal 2023, the Audit Committee approved in advance all services provided by BDO USA, P.C.

Our Executive Officers

In addition to our CEO and President, Allen Palmiere, who also serves as a member of our Board and whose biographical information is disclosed under the heading “Directors,” our executive officers as of the date of this proxy statement include the following individuals:

Chet Holyoak, age 45, was appointed Chief Financial Officer in August 2023. Mr. Holyoak has more than 20 years of mining industry experience. Prior to joining the company as the Corporate Controller, Mr. Holyoak served as the Director of Corporate Accounting for Tata Chemicals North America, Inc. and held positions for Barrick Gold Corporation, including Senior Accountant, Accounting Supervisor, and Accounting Superintendent. Mr. Holyoak, a Certified Public Accountant, holds a Bachelor of Science in Finance and Economics from Southern Utah University and a Master of Business Administration from Strayer University.

Alberto Reyes, age 49, was appointed Chief Operating Officer in May 2021. Mr. Reyes, a mining P.Eng of Ontario, has more than 20 years of experience in the mining industry in an operational capacity. His international experience includes working throughout North and Latin America, Africa, Southeast Asia, and Australia. His expertise includes developing healthy relationships with the community and government, building operational excellence, developing cost-saving strategies, and evolving strong professionals. He has progressively held more senior roles in Newcrest Mining LTD, GoldFields International Ltd. Luna Gold Corp, and Vice President of Operations at Coeur Mining. Mr. Reyes has a Bachelor of Engineering in Mining from Laurentian University, Sudbury, Ontario; a registered first class mine manager in Western Australia, and professional engineer in Ontario and an AusIMM Chartered Professional, Mining.

Our officers serve at the pleasure of the Board.

Executive Compensation

Compensation Discussion and Analysis

GRC is a gold mining company with the long-term objective of exploring, developing, building and operating mines and thereby creating long-term value for shareholders. This should be achieved by maintaining a strong balance sheet, protecting and enhancing shareholder value over time, while controlling and mitigating risks associated with the mining industry. The Company needs an executive team with experience, expertise and motivation to achieve these objectives in a safe, efficient, effective and timely manner. GRC operates in a competitive marketplace with limited executive talent available and needs to attract and retain high-caliber individuals to achieve Company short-term and long-term objectives. The Company’s executive compensation approach emphasizes performance-based incentives that reward its executives for the achievement of specific annual and longer-term business goals.

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~~At Gold Resource Corporation, the newly constituted~~The Compensation ~~Committee~~Committee’s objective is ~~working~~ to implement best-in-class governance for executive compensation. We believe executive compensation is key to helping us achieve our strategic goals and build and retain our success-proven team, and therefore have designed a compensation philosophy with these objectives in mind. Our compensation philosophy is built on four guiding principles:

Shareholder Alignment – anAn important element of executive compensation ~~will be~~is annual awards of equity-based compensation to encourage a focus on long-term shareholder value. These awards will be monitored to ensure they do not result in excessive shareholder dilution or executive enrichment when the share price has a negative relative or absolute shareholder return.

Pay forPerformance – A significant portion of overall executive pay will be based upon the achievement of pre-determined short-term and long-term performance targets.

Attract and Retain Quality People – ~~operating~~Operating in a highly competitive talent marketplace, the compensation will be such as to attract, retain and motivate experienced, team-oriented quality people.

Disciplined Approach – As we work to put in place an appropriate and effective program of compensation for management, reviews and controls of the compensation design and actual compensation awards (individual and aggregate) will be conducted for reasonableness, ~~such as to ensure~~with the intent that risk-taking is kept at acceptable levels and cash and equity awards are fiscally prudent.

We are confident that the best way to achieve our strategic goals, attract and retain top talent and align with shareholders is by providing an appropriate mix of three major elements of compensation (salary, annual bonus and long-term incentives), and adopting the proactive controls and policies below:

What We ~~Have Accomplished So Far~~Do

♦ We use an independent compensation consultant to assess and provide guidance on our compensation philosophy and to conduct ongoing peer reviews of executive and non-executive director compensation

♦ We ~~have adopted~~provide that executive compensation is subject to an incentive compensation clawback policy

♦ We promote retention with annual equity awards that vest over 3 years

♦ ~~Our~~We promote performance and retention with equity awards that are based on performance

♦ We design our compensation plans to mitigate excessive ~~risk taking~~risk-taking

♦ We require minimum share ownership levels for executives and directors

♦ We have a double trigger for cash severance upon change of control

♦ We ~~have engaged an independent compensation consultant to assess~~align our ~~compensation philosophy and, going forward, to aid us in putting in place a~~ compensation program for both management and directors with the interests of our shareholders.

♦ We use a compensation philosophy that ~~aligns our interests with that of shareholders.~~

was amended to limit share-based compensation issuances should the Company stock price fluctuate negatively

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~~What We Are Evaluating~~

♦ ~~We will develop a process to report and support actual performance-based pay~~

♦ ~~We will promote performance and retention with equity awards that are based on performance~~

♦ ~~We are working to provide comprehensive compensation disclosure in plain language~~

♦ ~~We will continue the work with an independent compensation consultant to conduct ongoing peer reviews of executive and non-executive director compensation~~

What We Won’t Do

♦ We do not reprice underwater stock options

♦ We do not guarantee incentive compensation

♦ We do not provide tax gross-ups for perquisites

♦ We do not excessively dilute shareholders via equity compensation when Company stock price movements are unfavorable

Named Executive Officers

The ~~individuals~~individual who served as our principal executive officer ~~and principal financial officer~~ during the year ended December 31, ~~2020,~~2023, as well as the other individuals included in the Summary ~~Executive~~ Compensation Table below, are referred to as named executive officers (“NEOs”) throughout this Compensation Discussion and Analysis.

Role of the Compensation Committee and Chief Executive Officer

The Compensation Committee annually reviews and determines the compensation for the NEOs, including the CEO, and is also responsible for approving any equity compensation for non-executive employees. Our CEO reports to the Compensation Committee regarding the individual performance of the other NEOs and the NEOs may also offer evaluations of non-executive employees’ individual performance for consideration of equity awards. The CEO plays a role in executive compensation decisions by making recommendations to:

●

the Board regarding the Company’s annual objectives, ~~that provide the structure for the assessment~~some of ~~compensable corporate performance and alignment of individual annual objectives of other executive officers and employees;~~which may be used in our short-term incentive program;

●

the Compensation Committee regarding the annual objectives for the other executive officers and providing assessments of their performance relative to such objectives; and

●

the Compensation Committee regarding executive officer base salary adjustments, target annual performance-based cash incentives awards and actual payouts, and long-term incentive awards ~~in the form of stock options and grants~~ under ~~the Share Unit Plan.~~our equity incentive plan.

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Role of Independent Third-Party Compensation Consultant

~~In early 2021,~~During 2023, there were no engagements between the Compensation Committee and an independent third-party compensation consultant. The last engagement occurred in 2022, in which the Compensation Committee engaged an outside consultant, ~~Roger Gurr & Associates~~Brooks and Nelson, LLC (the ~~“Compensation~~“2022 Compensation Consultant”) ~~with the long-term intention~~, to conduct a review ~~over the course~~ of ~~2021 with respect to~~ the Company’s executive ~~and director~~ compensation policies and practices. The 2021 Compensation Consultant, Roger Gurr & Associates, continues to be consulted and is expected to contribute to future compensation studies. The 2022 Compensation Consultant reviewed the CEO, CFO and COO executive compensation levels in the context of industry trends, multiple international mining compensation surveys, and an analysis against an updated compensation peer group as defined below. The 2022 Compensation Consultant recommended arevisions to the compensation philosophy ~~an updated peer group~~after studying the competitive compensation climate and ~~a Performance Share Unit (“PSU”) retention program.~~incorporating shareholder alignment considerations. The Compensation Committee and the Board considered the advice ~~contained in~~obtained from the ~~2021 report~~2022 Compensation Consultant when determining the fiscal ~~2021~~2023 executive compensation program and overall compensation philosophy.

~~The statement~~

Table of work (mandate and fees) of the Compensation Consultant were pre-approved by the Compensation Committee. The Company has paid the Compensation Consultant $24,000 year-to-date 2021. The Compensation Committee assessed the independence of the Compensation Consultant pursuant to SEC rules and concluded that the Compensation Consultants work does not raise any conflicts of interest. Other than such services described herein as a third-party compensation consultant, the Compensation Consultant provided no other services to the Company and is not considered an employee of the Company.Contents

Elements of Executive Compensation

As discussed above, our NEO compensation program for ~~2021 comprises~~2023 is comprised of three main elements: (1) base salary, (2) an annual short-term incentive plan (“STIP”) award which may be in the form of cash ~~award,~~or Deferred Share Units (“DSUs”) with immediate vesting, and (3) long-term equity-based incentive compensation (“LTIP”) in the form of ~~PSUs, RSUs~~Performance Share Units (“PSUs”), Restricted Share Units (“RSUs”), and stock options. We believe that this compensation structure appropriately aligns the interests of the executives with our shareholders by encouraging the building of equity ownership through equity awards and motivates our NEOs to maximize shareholder value.

~~As part~~Approximately 55% to 65% of the extensive review of compensation philosophy and policies in early 2021, the Company redefined its compensation structure. The overall structure consists of base salary and a mix of short-term and long-term compensation. Annualexecutive’s total direct compensation ~~(TDC) for NEOs consists of base salary, short-term incentive and long-term incentive compensation. 55% to 75% of the executive’s TDC will be~~(“TDC”) is derived from compensation elements based upon performance-based ~~measures. Initial 2021 TDC will be structured~~measures, as follows:


Compensation Element	Type of Pay		Approximate % of Total Compensation
Base Salary	Fixed	30	35 – ~~40%~~45%
STIP	Variable	20	15 – ~~30%~~25%
LTIP	Variable		35 – 45%

Peer Group

~~STIP measures will depend on overall Company performance with a focus on financial, production, operating performance, growth, safety, environmental and sustainability factors.~~

~~Work~~We work with the ~~Independent~~independent Compensation Consultant ~~will continue~~ to ~~ensure~~set target TDC levels for each executive ~~will be set~~ with reference to the TDC levels of a group of peer mining companies (“Compensation Peer Group”), in recognition of the need to attract, motivate and retain key employees with the requisite skills to execute the Company’s long-term objectives. ~~Target TDC levels will be set at~~We generally looked to the median of the Compensation Peer

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Group ~~for~~when setting the target TDC levels, ~~of performance with~~while incorporating the opportunity to significantly exceed the median for superior performance ~~levels.~~levels in the design of our performance-based measures. The ~~initial 2021~~2023 Compensation Peer Group was amended from 2022 and is defined as follows:


Peer Group
Americas Gold and Silver Corporation	~~Gran Colombia~~Go Gold ~~Group~~Resources Inc.
Aris Mining Corp.	Hycroft Mining
Argonaut Gold Inc.	~~Great Panther~~Jaguar Mining ~~Limited~~Inc.
Ascot Resources	Mandalay Resources
Avino Silver & Gold Mines Ltd.	~~Harte~~TRX Gold ~~Corp.~~Corp
Bear Creek Mining Corporation	~~Jaguar Mining Inc.~~Victoria Gold Corp.
Calibre Mining Corp.	~~Orla~~Wallbridge Mining ~~Ltd.~~
~~Excellon Resources Inc.~~	~~Northern Vertex Mining Corp.~~
~~Fiore Gold Ltd.~~	~~Roxgold Inc.~~
Galiano Gold Inc.	Victoria Gold Corp.
~~Go Gold Resources Inc.~~

The Compensation Peer Group was selected based on several ~~factors~~characteristics including, but not limited to, ~~gold and silver producers,~~mining companies with a focus on precious metals (preferably gold), operations in the Americas, headquarters in North America and a band of market capitalization, ~~with a range of $100 million to $500 million.~~

~~2020 Executive Compensation~~

~~The key elements~~ranging from 0.5x (half) the market capitalization of the ~~2020 executive compensation plan were salary and~~Company to 2.0x (two) to 3.0x (three) times the ~~STIP bonus. Due to~~market capitalization of the ~~Fortitude Gold Corporation spin-off, unvested option prices and unvested RSU’s were adjusted.~~ The non-equity incentive award was dependent on safety performance and relative total shareholder return (“TSR”) during 2020. As the Company suffered a fatality on December 24, 2020 and performed in the bottom quartile of its previous peer group’s TSR, the non-equity incentive award was zero.Company. The Compensation ~~Committee exercised its authority in~~Peer Group is reviewed annually to ensure that it continues to represent the marketplace for executive talent at the Company.

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2023 Executive Compensation Decisions

Base Salary

In determining base salaries for 2023, the ~~discretionary component of the 2020 STIP. The~~ Compensation Committee considered ~~several corporate~~the roles and responsibilities of each individual, the existing compensation opportunities of the executives as part of the onboarding and recruitment process, as well as the median base salary of similarly situated executives calculated based on both benchmark data provided by our 2022 Compensation Consultant and data pulled from the Compensation Peer Group. Actual salary will generally be provided within plus/minus 20% of the market median (generally the midpoint between the median of the benchmark data and the median of the Compensation Peer Group data) and will be dependent upon each executive’s experience, expertise and performance ~~factors, including, but not limited~~over time. Based on the foregoing, base salary levels for our named executive officers for 2023 were set at the levels set forth below.


Executive	2023 Base Salary	2022 Base Salary
Mr. Palmiere	$495,000	$450,000
Mr. Holyoak ^[1]	$240,000	$189,000
Ms. Perry ^[1]	$330,000	$300,000
Mr. Reyes	$341,000	$310,000

Ms. Perry departed the Company on August 2, 2023 and was replaced by Mr. Holyoak, who took on the role of Interim Chief Financial Officer after having previously served in the role of Corporate Controller. As a result, Mr. Holyoak’s base salary increased from $189,000 to $240,000.Effective March 1, 2024, following the transition of Mr. Holyoak’s role from Interim to permanent Chief Financial Officer, Mr. Holyoak’s annual base salary was increased to $260,000.

2023 STIP

Each of our executives is eligible to participate in our STIP, at a target level established pursuant to their respective employment agreements and expressed as a percentage of base salary. Actual performance, and the ~~following:~~number of awards, will be assessed each year against pre-determined Company performance targets established at the start of each year. “Target” STIP opportunities will represent expected levels of execution against performance targets and will result in total cash compensation (base salary plus STIP) at approximately the median of the compensation peer group. “Superior” STIP opportunities will represent advanced levels of execution against performance targets and will result in total cash compensation (base salary plus STIP) at or above the 75th percentile (P75) of the benchmarked data and compensation peer group. For 2023, our executive officers had the following “Target” STIP amounts:

	●
Executive	~~achievement~~ 2023 Target Bonus % of ~~production goals after considering the impact of COVID;~~Base Salary
Mr. Palmiere	60%
Mr. Holyoak^[1]	40%
Ms. Perry ^[1]	40%
Mr. Reyes	40%

1)Ms. Perry departed the Company on August 2, 2023 and was replaced by Mr. Holyoak as Interim Chief Financial Officer.

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The 2023 STIP is performance-based pay with award amounts determined by assessing performance against pre-determined targets approved by the Board, with award amounts ranging from Threshold (0%) to Target (100%) to Superior (200%). The below table provides the performance targets (referred to below as “measures of success”) in order of priority, along with 2023 STIP results:


Measure of Success	Weighting	Threshold	Target	Superior	Actual	Result	Weighting
		0%	100%	200%
Safety & ESG	20%

LTIFR	10%	0.32	0.27	0.22	0.2	200%	20.0%
{Fatality = 0%} ¹

ESG Programs	10%	Baselines Established	Baselines Established	Baselines Established	Finalized	167%	16.7%
		for ESG Framework	for ESG Framework	for ESG Framework	in July 2023
		by December 2023	by September 2023	by June 2023

Operating Performance	25%

Gold Equivalent Ounces	15%	27,000 AuEq Ounces	30,000 AuEq Ounces	35,000 AuEq Ounces	31,085	122%	18.3%
{(Au+ Ag) oz /Avg Au Price}
Total Cash Costs ²	10%	More than $1,090 per	At $1,040 per	Less than $900 per	$1,250	0%	0.0%
{per AuEq ounce}		AuEq Ounce	AuEq Ounce	AuEq Ounce

Financial Measures	15%

Free Cash Flow²	15%	Cash Balance	Cash Balance	Cash Balance	Cash Balance	0%	0.0%
		decreases more than	decreases	Neutral	decreased
		$13 million	$11 million		$17 million

Growth Measures	20%

DDGM Resource & Reserve	10%	25% Resource &	100% Resource &	150% Resource &	Resource decreased 55%	0%	0.0%
Replacements ³		25% Reserve	100% Reserve	150% Reserve	Reserve decreased 61%
		Replacement	Replacement	Replacement	Zero Reserve Replacement

DDGM Mine Development,	10%	2,000 Mine	2,500 Mine	3,000 Mine	2,420 Development	42%	4.2%
including Exploration Development		Development Meters	Development Meters	Development Meters or	Meters for
		Or 10% above budget	for $5.2 million	2,500 meters 20% below budget	$5.9 million

Discretionary ⁴	20%						0.0%
Totals	100%						59.1%

Based on 200,000-man hours

●

~~achievement of cost goals~~Financial Measures have not been flexed for commodity prices, currency, regulatory unknowns and ~~related profitability levels;~~unbudgeted activity approved by the BOD.

●

~~balance sheet strength with regards to liquidity and capital structure;~~Resource & Reserve Replacement success is based on exploration results during fiscal year.

●

~~business execution and advancement of capital projects and long-term vision; and~~The Compensation Committee has the authority to award a discretionary percentage. Discretionary activities should be focused on strategic matters e.g. accretive M&A transactions; this percentage may include ability to respond to market/unexpected challenges, geopolitical changes/challenges, etc.

●

~~other relevant measures of corporate and individual performance.~~

~~The final element~~

2023 STIP Awards

As of the ~~total~~end of April 2024, the Compensation Committee is finalizing its decision as to the payout percentage of the 2023 STIP awards. The 2023 unfavorable realized-to-target performance of free cash flow and operating costs as shown in the above table include uncontrollable market driven factors including commodity prices,

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strengthening of Mexican peso, increased energy costs and higher inflation impacting operating and capital costs. Any final decision may incorporate a direct settlement of 2023 STIP awards in cash, through the issuance of fully vested equity awards (such as fully vested stock grants or DSUs), or a combination of cash and stock awards (DSUs).

2023 LTIP

To align the compensation ~~package is sign-on equity grants which typically consist~~ of ~~stock options~~our named executive officers with the interests of our shareholders, and ~~RSU’s. These~~to incentivize the retention of our executive officers over the long term, we determined to award equity-based incentives to our named executive officers on an annual basis. LTIP grants are ~~awarded when an~~generally based on a target LTIP award amount established for each executive ~~accepts~~pursuant to the executive’s employment ~~with the Company~~or otherwise, which target amount may be leveraged upwards if company performance is above “Target” and ~~are designed to ensure longer-term retention of the executive.~~towards “Superior”. The ~~timing,~~ level and value of such issuances of LTIP will be based upon company performance. Annual LTIP grants for “Target” and “Superior” (150% of Target) performance and as percentages of base salary are as follows:


Executive	"Target" LTIP	"Superior" LTIP
Mr. Palmiere	120%	180%
Mr. Holyoak^[1]	80%	120%
Ms. Perry ^[1]	80%	120%
Mr. Reyes	80%	120%

Ms. Perry departed the Company on August 2, 2023 and was replaced by Mr. Holyoak as Interim Chief Financial Officer.

Effective in 2022, the Company amended the Compensation Policy to provide that the amount of stock issued under LTIP awards may not exceed 130% of prior year awards unless exceptions are approved at the Compensation Committee’s discretion. Further, the LTIP agreements contain conditions concerning timing and form of payments, special vesting events (including death, disability, and continuous service) and Change in Control.

LTIP grants relating to the 2023 period were issued in the first quarter of 2023 and consisted of RSUs and PSUs. LTIP grants may consist of stock options, RSUs, and PSUs with the following general terms and conditions:

●

Stock Options:

ten-year term

exercise price equal to the fair market value on the date of grant (which is deemed to be the closing price on such date)

three-year ratable vesting; 33.3% vest after one year; 33.3% vest after two years; 33.3% vest after three years

●

RSUs:

three-year ratable vesting; 33.3% vest after one year; 33.3% vest after two years; 33.3% vest after three years

●

PSUs:

three-year cliff vesting

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amount vested can be between 0% - 150% of target number of shares, based on the relative total stockholder return of the Company as compared to the Compensation Peer Group.

lowest 1/3^rd of peer group – 0% vest, median of peer group – 100% vest, top performance – 150% vest, with pro-rated vesting between levels.

Any amount that is awarded to each executive will be based on the terms of their respective employment agreements and the awards ~~is determined~~made to similarly situated executives in the Compensation Peer Group. The table below reflects the 2023 awards.


Executive	Year	Target Award Value" ($)	Actual Awarded Value ($)	Stock Options (#)	RSUs (#) ⁽¹⁾	PSUs (#) ⁽¹⁾
Mr. Palmiere	2023	$594,000	$339,255	-	188,475	188,475
Mr. Holyoak⁽²⁾	2023	$192,000	$33,795	-	18,775	18,775
Ms. Perry ⁽²⁾	2023	$264,000	$157,351	-	87,417	87,417
Mr. Reyes	2023	$272,800	$162,596	-	90,331	90,331

(1)	2023 awards are split evenly between RSUs and PSUs, with the value of PSUs based on the target number of shares covered by the awardmultiplied by closing stock price on date of grant multiplied by the Board approved payout percentage for each officer.

(2)	Ms. Perry departed the Company on August 2, 2023 and was replaced by Mr. Holyoak as Interim Chief Financial Officer. No executive related LTIP awards were granted to Mr. Holyoak prior to 2023.

Total Direct Compensation and At-Risk Compensation

Total direct compensation (base salary plus STIP plus value of LTIP) for “Target” performance will generally result in TDC at approximately the ~~discretion~~median of the ~~Compensation Committee~~compensation peer group. We believe that “Superior” performance should generally be rewarded at or above the 75th percentile of the benchmark data and ~~typically vest over~~compensation peer group, through the use of STIP and LTIP awards leveraged to performance.

An executive’s at-risk compensation is that portion tied to performance and is aligned with shareholder interests (STIP and LTIP). The at-risk portion of an executive’s compensation should not fall below 55% of TDC.

The following table shows the targeted fixed and variable “at-risk” components of compensation awarded to our named executive officers as a ~~period~~percentage of ~~several years~~their TDC for 2023. Approximately 64% of our CEO’s compensation and 55% of our other named executive officers’ compensation are made up of variable or “at-risk” components.


Executive	2023 Base	2023 Target Performance		Total Compensation	At-Risk Portion
	Salary	STIP Value	LTIP Value
Mr. Palmiere	$495,000	$297,000	$594,000	$1,386,000	64%
Mr. Holyoak^[1]	$240,000	$96,000	$192,000	$528,000	55%
Ms. Perry ^[1]	$330,000	$132,000	$264,000	$726,000	55%
Mr. Reyes	$341,000	$136,400	$272,800	$750,200	55%

(1)	Ms. Perry departed the Company on August 2, 2023 and was replaced by Mr. Holyoak as Interim Chief Financial Officer.

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2023 Employee Benefits

In addition to ~~encourage executive retention.~~

~~Additional~~the main compensation elements described above, additional benefits provided to executive officers and key employees as part of their compensation packages include health insurance, a health expense reimbursement plan and a 401(k) retirement plan (for US residents). To the extent the NEOs participate in these programs, they generally do so on the same basis as our other employees. We believe these benefits are consistent with those offered by other companies with which we compete for executive talent. Our NEOs do not typically receive perquisites nor do we maintain any deferred compensation ~~plans.~~

~~Table of Contents~~

~~Summary Executive Compensation Table~~plans for our executive officers.

The following table summarizes the total compensation of all persons serving as our CEO, CFO and our three most highly compensated other executive officers (a.k.a. “named executive officers” or “NEOs”) during fiscal 2020:

Name and Principal Position



Year

Salary

Bonus

Stock
Awards ⁽¹⁾

Option
Awards ⁽²⁾

Non-Equity
Incentive
Award

All Other
Compensation

Total
Jason D. Reid ⁽³⁾

CEO, President

2020

$
630,000

$
280,000

$
67,329

$
191,663
$
-

$
510,113

$
1,679,105

and Director

2019

$
630,000

$
204,000

$
378,548

$
-
$
31,500

$
9,727

$
1,253,775

2018

$
630,000

$
-

$
157,499

$
763,233
$
169,470

$
9,508

$
1,729,710

John A. Labate
(through August 14, 2020)

Chief Financial

2020

231,000

218,000

31,406

107,072

-

22,329

609,808

Officer

2019

346,500

101,625

173,502

-

17,325

9,727

648,679

2018

346,500

-

86,628

121,462

93,209

9,568

657,366
Kimberly C. Perry ⁽⁴⁾
(from August 10, 2020)

Chief Financial

2020

112,500

105,000

457,501

260,900
⁽³⁾
-

1,863

1,003,513

Officer

2019

-

-

-

-

-

-

-

2018

-

-

-

-

-

-

-

Richard M. Irvine⁽⁵⁾

Chief Operating

2020

383,931

133,500

29,910

22,164

-

18,196

587,701

Officer

2019

399,269

97,500

165,238

-

16,500

16,858

695,365

2018

352,710

-

82,501

115,622

88,770

14,483

654,086

Barry D. Devlin

Vice President

2020

346,500

139,275

31,406

46,458

-

10,113

573,752

Exploration

2019

346,500

101,625

173,502

-

17,325

9,727

648,679

2018

346,500

-

86,628

121,462

93,209

9,508

657,306

Gregory A. Patterson

Vice President
Corporate

2020

220,000

81,000

14,170

32,462

-

28,006

375,638

Development

2019

220,000

60,063

77,111

-

11,000

9,727

377,901

2018

220,000

-

44,000

44,380

59,180

9,508

377,068

~~(1)~~

A 25% adjustment was made to unvested RSU’s to reflect the impact of the Fortitude Gold Corporation spin-off. All awards shown are RSUs at the grant date fair value determined pursuant to ASC Topic 718 and fully vest over a three-year period.

~~(2)~~

All of the stock option awards for 2020, with the exception of Ms. Perry, relate to the adjustment of unexercised stock options at December 31, 2020 as a result of the Fortitude Gold Corporation Spin-off. Option prices were reduced $1.00 per option and revalued accordingly. Only Ms. Perry was issued new stock options (see note 4).

~~(3)~~

~~Mr. Reid served as our President and Chief Executive Officer through December 31, 2020. Our current President and Chief Executive Officer, Allen Palmiere, was appointed effective January 1, 2021.~~ ~~Amounts shown as “All Other Compensation” include, among other items, $500,000 in connection with Mr. Reid’s termination of employment.~~

~~(4)~~

Ms. Perry received a sign-on grant of 100,000 RSU’s valued at $445,000 and 100,000 stock options with an exercise price of $3.45 valued at $237,800. Additionally, Ms. Perry received 25,000 RSU’s related to the 25% adjustment made to unvested RSU’s to reflect the impact of the Fortitude Gold Corporation spin-off. Also as a result of the spin-off, 100,000 stock options issued in 2019 were revalued resulting in $23,100 benefit.

~~(5)~~

Mr. Irvine’s salary in 2019 and 2018 has been revised to reflect over payments made in the respective year. Amounts shown as “All Other Compensation” for Mr. Irvine include, among other items, $16,333, $14,937 and $12,497 in payments for 2020, 2019 and 2018, respectively, individual health plan to provide international health care benefits that the executive is not eligible to receive through the health insurance plan maintained for all other employees.

~~Table of Contents~~

Risk Assessment

The Compensation Committee considers the risk implications associated with our compensation policies and practices on an on-going basis and as part of its annual compensation review. There are no identified risks arising from the Company’s compensation policies and practices that are reasonably likely to have a material adverse effect on the Company. The executive compensation program seeks to encourage actions and behaviors directed towards increasing long-term value while modifying and limiting incentives that promote inappropriate risk-taking.

The Compensation Committee’s risk assessment and risk management is based on the underlying philosophy that guides the Committee in the design of the key elements of compensation as follows:

●

provide total compensation that is competitive to attract, retain and motivate experienced, high caliber executives in a mining employment marketplace with a shortage of world-class executive talent;

●

balance the mix or relative value of the key elements of compensation (salary, annual performance-based cash incentives, long-term incentives), providing sufficient stable income at a competitive level so as to discourage inappropriate risk taking while also providing an important portion of total compensation that is variable and “at-risk” for executives;

●

strengthen and maintain the link between pay and performance, both Company and individual performance, and ~~ensure the~~develop objectives against which performance is measured that can be fairly assessed and do not encourage inappropriate risk taking; and

●

defer a significant portion of “at-risk” compensation to keep executives focused on continuous long-term, sustainable performance.

Some specific controls that are in place to mitigate certain risks are as follows:

●

Business Continuity and Executive Retention Risk. Total compensation is reviewed annually so that it

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may be adjusted to ~~ensure it remains~~remain competitive year over year, and so that we have sufficient ‘holds’ on our key talent through potential forfeiture of unvested incentives, for example.

●

Environmental and Safety Risk. Environmental and safety are important factors used to assess the on-going performance of the Company and may have an important (and direct) impact on executive pay as a metric in ~~that improvements in safety and environmental metrics are rewarded and negative environmental and safety events will negatively affect contingent compensation.~~our short-term incentive program.

●

Cash Flow Risk. Salary levels are fixed in advance, while annual performance-based cash incentive awards are limited in that they are linked to performance and are a percentage of salary.

●

Stock Dilution Risk (from issuances of long-term incentives in the form of ~~stock options and certain RSUs and PSUs, which will be share-settled)~~equity incentive awards). Our ~~stock option~~equity incentive plan has been limited to five million Common Shares ~~under option~~reserved for issuance for many years. In addition, ~~DSUs can be paid in cash based on the Common Share price at the time of payout or by issuing stock. Further,~~ certain ~~RSUs~~equity incentive awards may be paid in cash based on the Common Share price at the time of payout ~~rather than by issuing stock.~~to limit dilution.

●

Inappropriate Risk Taking. Align executive interests with interests of shareholders by encouraging equity exposure through long-term incentives such as RSUs, PSUs, and stock options, and mitigating incentives to undermine value through an anti-hedging policy.

~~Table of Contents~~

Clawback Policy

The Company maintains a clawback policy applicable to executive compensation in the event of ~~misconduct on the part of executive officer, including any such misconduct that results in~~ a restatement of its financial ~~statements.~~statements due to material non-compliance with financial reporting requirements under securities laws. The clawback policy iswas updated on July 26, 2023, and filed with the ~~SEC~~2023 Annual Report as Exhibit 97.1. The policy is also posted on our website under Responsible Mining / Governance or https://www.goldresourcecorp.com/responsible-mining/governance/.

Compensation Committee Report.

The Compensation Committee of the Board of Directors is pleased to present this Compensation Committee Report:

I have reviewed and discussed with management the Compensation Discussion and Analysis set forth in this proxy statement. Based on such review and discussions, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement and incorporated by reference in the Company’s 2023 Annual Report.

Respectfully submitted,

Ron Little (Interim Chair)

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Summary Compensation Table

The following table summarizes the total compensation of all persons serving as our CEO and our two most highly compensated other executive officers (collectively, “named executive officers” or “NEOs”) during fiscal years ended December 31, 2023 and 2022, as well as Ms. Perry, who would have been one of the two most highly compensated executive officers had she been serving as an ~~exhibit to our annual report on Form 10-K for~~executive officer at the end of fiscal year ended December 31, ~~2017.~~2023:

~~Vesting Philosophy~~

The Compensation Committee believes that deferment of some components of compensation through the application of vesting schedules and performance goals supports retention of executives and long-term alignment with shareholder value. Accordingly, equity awards have the following vesting schedules:


												Non-Equity
Name and								Stock		Option		Incentive		All Other
Principal	Position	Year		Salary		Bonus		Awards		Awards		Award		Compensation		Total
						(1)		(2)(3)		(2)		(4)		(5) (6)
Allen J. Palmiere	CEO, President and Director	2023	$	495,000	$	-	$	$339,255	$	-	$	-	$	-	$	834,255
		2022	$	450,000	$	-	$	905,000	$	170,000	$	207,530	$	-	$	1,732,531
Chet Holyoak ⁽⁷⁾	Chief Financial	2023	$	209,500	$	-	$	$33,795	$	-	$	-	$	$7,788	$	251,083
Kimberly C. Perry ⁽⁸⁾	Chief Financial	2023	$	242,884	$	-	$	$157,351	$	-	$	-	$	$196,582	$	596,817
		2022	$	300,000	$	50,000	$	465,000	$	85,000	$	92,236	$	10,180	$	1,002,416
Alberto Reyes	Chief Operating	2023	$	341,000	$	50,000	$	$162,596	$	-	$	-	$	-	$	553,596
		2022	$	310,000	$	50,000	$	465,000	$	85,000	$	95,310	$	-	$	1,005,310

(1)

●In 2023, Mr. Reyes received a $50,000 discretionary cash bonus. In 2022, both Ms. Perry and Mr. Reyes each received a $50,000 discretionary cash bonus.

~~Stock Options: three-year vesting with a five-year expiry; 25% vest at issuance, 25% vest at each anniversary~~

(2)

All awards shown are based on their grant date ~~for 3 years~~fair value determined pursuant to ASC Topic 718, as disclosed in note 16 to our 2023 Annual Report. The 2022 awards include both 2021-related grants that were deferred into 2022 and the 2022-related grants whereas the 2023 awards only include 2023-related grants.

(3)

●2023 stock awards are split evenly between RSUs and PSUs, with the value of PSUs based on the target number of shares covered by the award multiplied by closing stock price on date of grant multiplied by the Board approved payout percentage for each officer.

~~RSUs: three-year vesting; 33.3% vest after one year; 33.3% vest after two years; 33.3% vest after three years~~

(4)

●No 2023 STIP awards have been granted as of the end of April 2024 due to pending final decision of payout by the Compensation Committee. The 2022 STIP was paid at 77% of target. The 2022 STIP was paid at 50% cash and 50% equity awards to conserve cash on the balance sheet and align to shareholder interests.

~~PSUs: three-year vesting; 20% vest after~~

(5)

Mr. Holyoak and Ms. Perry received a Company contribution of $6,908 and $8,783, respectively, to the Company 401(k) plan during 2023 and life insurance premium paid of $880 and $800, respectively. During 2022, Ms. Perry received one ~~year; 30% vest after two years; 50% vest after three years – each vesting subject~~gold coin and Company contribution of $9,150 to ~~fulfillment~~the Company 401(k) plan. During 2022 and up to her departure from the Company on August 2, 2023, Ms. Perry did not receive health insurance benefits that discriminate in scope, terms or operation in favor of ~~performance goals~~Ms. Perry’s role as an executive as compared to benefits available to all salaried employees. Concerning Mr. Palmiere and Mr. Reyes, the Company did not maintain a retirement plan to allow for Company contributions in 2023 and 2022.

(6)

Ms. Perry departed the Company on August 2, 2023 and was replaced by ~~each vesting date.~~Mr. Holyoak as Interim Chief Financial Officer. Upon her termination with the Company, Ms. Perry received a severance package of $187,000. Further, the Company will provide Ms. Perry with dental and medical benefits for her and eligible dependents for up to 12 months.

(7)

Mr. Holyoak was appointed Interim Chief Financial Officer on August 2, 2023 and was promoted to permanent Chief Financial Officer on March 1, 2024.

(8)

Ms. Perry was appointed Chief Financial Officer on August 10, 2020 and departed the Company on August 2, 2023. Ms. Perry’s salary includes a base salary of $190,019 through her date of departure and accrued vacation paid as cash of $52,865.

~~Our Executive Officers~~

~~Kimberly C. Perry~~, age 46, was appointed Chief Financial Officer in August 2020. Prior to her appointment, Ms. Perry served as an Independent Director for the Company since April 2019. Ms. Perry is an accomplished leader with more than 20 years’ experience, of which 15 years are in the mining industry in senior executive positions. Most recently, Ms. Perry was treasurer and vice president at Alacer Gold Corporation from 2013 to 2019, and prior to that, as compliance officer and director of internal audit. From 2005 to 2012, Ms. Perry served in various senior roles at Newmont Mining Corporation. Ms. Perry received a Bachelor of Science in Business Administration from Auburn University.

~~Richard M. Irvine~~. Rick Irvine, age 55, joined the Company as Chief Operating Officer in March 2012 to supervise the mining operations in Mexico, and evaluate other property opportunities in Mexico and globally. Prior to joining the Company, Mr. Irvine was the General Manager for Goldgroup Mining Inc. (TSX: GGC) at the Caballo Blanco project in Veracruz, Mexico since April 2011. From November 2009 to March 2011, he was based in Lima, Peru where he served as Country Manager for Minera Huallanca S.A., a mining company operating two underground mines in Peru, and he oversaw the sale of these operations to Nyrstar SA (EUR: NYR.BR). From August 2008 to November 2009, he served as General Manager of Farallon Mining Ltd. (TSX: FAN) in Guerrero, Mexico. From October 2007 to September 2008, he served as Vice President and General Manager with Coeur d’Alene Mines Corporation (NYSE: CDE) where he supervised the San Bartolome project in La Paz, Bolivia. From December 2006 to October 2007, he was Manager of Operations for Pan American Silver Corporation (NASDAQ: PAAS / TSX: PAAS) and oversaw the design and development of the Manantial Espejo project in Argentina. Mr. Irvine has over 20 years of experience in the mining industry, including experience as a mine engineer and mine supervisor. Mr. Irvine received a Bachelor’s degree in Geology in 1987 from the University of New Brunswick, and a Bachelor’s degree in Mining Engineering in 1990 from Queen’s University.

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Table of Contents

~~E. Ann Wilkinson.~~ Ann Wilkinson, age 56, joined the Company as Vice President, Investor Relations and Corporate Affairs effective February 1, 2021. Ms. Wilkinson is an accomplished mining professional and a seasoned investor relations executive who has worked with both base and precious metal producers and developers including TMAC Resources Inc (TSX:TMR), GoldQuest Mining Corp. (TSX.V:GQC), Orvana Minerals Corp. (TSX:ORV), Colossus Minerals Inc. (TSX:CSI) and Breakwater Resources. Ms Wilkinson has been responsible for the development and execution of investor relations strategy, representing public companies in their respective relationships with the investment community and acting as a public spokesperson and crisis management. Ms. Wilkinson holds a Bachelor of Arts, Economics from Western University in London, Ontario, Canada.

~~Our officers serve at the pleasure of the Board.~~

Employment Agreements

We maintain written employment agreements with each of our NEOs. The employment agreements have a one-year term from their effective date and are automatically renewed for subsequent one-year terms on each successive anniversary of the commencement of employment unless either party gives notice to the other that they do not wish to renew the agreement, provided such notice is given not less than 60 days prior to expiration. In accordance with the terms of the employment agreements, each NEO receives base salary and is eligible for incentive compensation in the form of cash bonuses orand equity awards. A portion of the short-term incentive compensation earned each year is determined with reference to achievement of certain performance metrics, and the remainder of any incentive compensation earned shall be determined in the discretion of the Compensation Committee, as discussed in the Compensation Discussion and Analysis above. Base salaries may be increased from time to time at the discretion of the Compensation Committee.

Allen Palmiere, President and Chief Executive Officer

Pursuant to an employment agreement dated effective January 1, ~~2021,~~2023, the Company will pay Mr. Palmiere an annual base salary of ~~$450,000.~~$495,000. The agreement ~~has no fixed expiry date~~provides for an indefinite term and contains provisions regarding salary, paid vacation time, eligibility for annual equity-based awards and performance-based ~~cash~~ bonuses, benefits, and change of control of the Company. Under the terms of the agreement, Mr. Palmiere has the opportunity to ear STIP bonus in cash equal to up to 60% of his then salary and is also eligible for a discretionary LTIP equity-based incentive bonus of up to $500,000 per annum. He ~~would also be entitled to receive certain payments upon separation either before or after a change of control, as summarized in the table below.~~

~~Kimberly C. Perry, Chief Financial Officer~~

Pursuant to an employment agreement dated effective August 10, 2020, the Company will pay Ms. Perry an annual base salary of $300,000. The agreement has no fixed expiry date and contains provisions regarding salary, eligibility for annual equity-based awards and performance-based cash bonuses, benefits, and change of control of the Company. ~~She would also be entitled to receive certain payments upon separation either before or after a change of control, as summarized in the table below.~~

~~Richard M. Irvine, Chief Operating Officer~~

Pursuant to an employment agreement dated effective December 28, 2017, the Company will pay Mr. Irvine an annual base salary of $330,000. The agreement has no fixed expiry date and contains provisions regarding salary, eligibility for annual equity-based awards and performance-based cash bonuses, benefits, and change of control of the Company. He would also be entitled to receive certain payments upon separation either before or after a change of control, as summarized in the “Estimated Termination and Change in Control Benefits” table below.

~~Table of Contents~~

~~Barry Devlin, Vice-President, Exploration~~Chet Holyoak, Chief Financial Officer

~~Pursuant to an employment agreement dated effective December 28, 2017,~~Mr. Holyoak was appointed Interim Chief Financial Officer on August 2, 2023 and the Company ~~will~~agreed to pay Mr. ~~Devlin~~Holyoak an annual base salary of ~~$346,500.~~$240,000. Subsequently, effective March 1, 2024, Mr. Holyoak was promoted to Chief Financial Officer and the Company agreed to increase Mr. Holyoak’s annual base salary to $260,000. The employment agreement ~~has no fixed expiry date~~with Mr. Holyoak, effective as of August 2, 2023, provides for an indefinite term and contains provisions regarding salary, eligibility for annual equity-based awards and performance-based ~~cash~~ bonuses, benefits, and change of control of the Company. He would also be entitled to receive certain payments upon separation either before or after a change of control, as summarized in the “Estimated Termination and Change in Control Benefits” table below.

~~As previously reported on Form 8-K filed with the SEC on February 3, 2021, Mr. Devlin notified the Company~~33

Table of ~~his resignation effective February 28, 2021.~~Contents

~~Greg Patterson, Vice-President, Investor Relations~~Alberto Reyes, Chief Operating Officer

Pursuant to an employment agreement dated effective ~~December 28, 2017,~~January 1, 2023, the Company ~~will~~agreed to pay Mr. ~~Patterson~~Reyes an annual base salary of ~~$220,000.~~$341,000. The agreement ~~has no fixed expiry date~~provides for an indefinite term and contains provisions regarding salary, eligibility for annual equity-based awards and performance-based ~~cash~~ bonuses, benefits, and change of control of the Company.

~~As previously reported on Form 8-K filed with the SEC on January 27, 2021, Mr. Patterson was provided notice of termination without cause from the Company effective February 26, 2021 and received~~He would also be entitled to receive certain payments upon separation either before or after a ~~severance payment of $220,000 representing 12 months’ annual base salary.~~

~~Jason Reid, Chief Executive Officer (through December 31, 2020)~~

Pursuant to an employment agreement dated effective December 28, 2017, the Company paid Mr. Reid an annual base salary of $630,000. The agreement had no fixed expiry date and contained provisions regarding salary, eligibility for annual equity-based awards and performance-based cash bonuses, benefits, and change of control, as summarized in the “Estimated Termination and Change in Control Benefits” table below. Outstanding Equity Awards at 2023 Fiscal Year-End

The following table summarizes the outstanding equity awards of our NEOs as at the ~~Company. As previously reported on Form 8-K filed with the SEC on~~ended December 31, ~~2020, Mr. Reid resigned from the Company effective December 31, 2020 and received $500,000 and accelerated vesting of outstanding equity awards.~~2023:

~~John Labate, Prior Chief Financial Officer~~~~(through August 14, 2020)~~

Pursuant to an employment agreement dated effective December 28, 2017, the Company paid Mr. Labate an annual base salary of $346,500. The agreement had no fixed expiry date and contained provisions regarding salary, eligibility for annual equity-based awards and performance-based cash bonuses, benefits, and change of control of the Company. As previously reported on Form 8-K filed with the SEC on August 6, 2020, Mr. Labate notified the Company of his retirement effective August 14, 2020 and received a $200,000 separation payment.

Stock Awards

Equity

Incentive

Plan

Awards:

Number of
Equity Incentive Plan

Number of

Number of

Number of

Market

Unearned
Awards: Market or

Securities

Securities

Shares or

Value of

Shares, Units
Payout Value of

Underlying

Underlying

Units of

Shares Or

or Other
Unearned Shares,

Unexercised

Unexercised

Stock That

Units That

Rights That
Units or Other Rights

Options

Options

Option

Option

Have Not

Have Not

Have Not
That Have Not

NEO

Exercisable

Unexercisable

Exercise Price

Expiration Date

Vested

Vested ⁽¹⁾

Vested
Vested

(#)

(#)

($)

(#)

($)

(#)
($)

Allen Palmiere

333,333

166,667
(2)
3.31

1/4/2031

-

-

-
-

-

106,938

53,470
(3)
2.41

3/21/2032

-

-

-
-

-

-

-

-

-

26,200

9,956
(4)
-
-

87,868

33,390
(5)

-

-

-

-

-

188,475

71,621
(6)
-
-

2022 to 2024 PSU

-

-

-

-

-

-

131,801
50,882
(7)
2023 to 2025 PSU

-

-

-

-

-

-

188,475
62,366
(8)
Chet Holyoak

-

-

-

-

-

-
-
-
-

-

-

-

-

-

18,775

7,135
(5)
-
-

2022 to 2024 PSU

-

-

-

-

-

-

-
-

2023 to 2025 PSU

-

-

-

-

-

-

18,775
6,213
(8)
Alberto Reyes

53,469

26,735
(3)
2.41

3/21/2032

-

-

-
-

-

-

-

-

-

13,100

4,978
(4)
-
-

43,934

16,695
(5)

-

-

-

-

-

90,331

34,326
(6)
-
-

2022 to 2024 PSU

-

-

-

-

-

-

65,900
25,441
(7)
2023 to 2025 PSU

-

-

-

-

-

-

90,331
29,891
(8)

(1)

Value is equal to the number of outstanding awards multiplied by the $0.38 closing price of our common stock on December 31, 2023.

(2)

Remaining vesting date of January 4, 2024. The stock options were given as an incentive to serve in an executive role.

(3)

Remaining vesting date of March 21, 2024.

(4)

Remaining vesting date of these RSUs is March 21, 2024.

(5)

Remaining vesting date of these RSUs are March 21, 2023, 2024, and 2025.

(6)

Remaining vesting dates of these RSUs are March 17, 2024, 2025, and 2026.

(7)

2022 to 2024 PSUs have a three-year cliff vesting date of December 31, 2024 and will vest, if at all, based on the Company’s Total Stock Return (TSR) ranking in comparison to the selected peer group over the vesting period. The Market or Payout Value is equal to the $0.38 closing price of our common stock on December 31, 2023 multiplied by the number of PSUs reflected in the table above. The number of PSUs reflected in the table above is based on the number of unvested PSUs multiplied by the Company’s performance measure as based on the Total Stock Return (TSR) ranking in comparison to the selected peer group. The assessed TSR is based on the realized 2022 and 2023 performance and estimated 2024 performance.

(8)

2023 to 2025 PSUs have a three-year cliff vesting date of December 31, 2025 and will vest, if at all, based on the Company’s Total Stock Return (TSR) ranking in comparison to the selected peer group over the vesting period. PSUs are reflected at target. The Market or Payout Value is equal to the $0.38 closing price of our common stock on December 31, 2023 multiplied by the target number of PSUs reflected above.

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Estimated Termination and Change in Control Benefits

The tables below show compensation payable to each of our current NEOs upon various termination scenarios both before and after a change of control of the Company (defined in the tables as “COC”)., provided that the amounts shown below with respect to Ms. Perry show the actual severance payments and benefits received by Ms. Perry upon the termination of her employment. The amounts shown assume that termination occurred on December 31, ~~2020~~2023 and the closing price per share on such date was ~~$2.91.~~$0.38. The actual amounts to be paid can only be determined at the time of such executive’s separation from the Company. Certain of our executives are subject to post-termination restrictive covenants that restrict their ability to own, operate or manage any mineral property within 50 kilometers of the Companies operations in Oaxaca, Mexico for a period of 12 months after termination of employment.


			Termination by Company

															Termination by Company
Allen Palmiere	Voluntary or		Without Cause or by Exec										Voluntary or		Without Cause or by Exec
	Termination		for Good Reason
	for Cause		Prior to COC			After COC			Death		Disability
													Termination		for Good Reason
													for Cause		Prior to COC			After COC			Death ⁽⁷⁾		Disability ⁽⁷⁾
Cash Compensation														—		—			—			—		—
Cash Severance		—	$	1,220,000	(1) (2)	$	1,990,000	(3)		—		—	$	—		1,262,228	(1)		2,524,455	(2)	$	—		—
Acceleration of Unvested Equity
Restricted Share Units														—		—			$114,966	(3)		—		—
Options		—		—			—	(4)		—		—		—		—			—	(4)		—		—
Benefits
Performance Stock Units														—		—			121,705	(5)		—		—
Health Benefits ~~(5)~~(6)		—		11,016			22,032			—		—		—		7,579			15,159			185,200		185,200
Total	$	—	$	1,231,016		$	22,032		$	—	$	—	$	—		1,269,807			2,776,285		$	185,200		185,200

(1)

Cash ~~severance~~Severance is ~~equal to~~based on the sum of (a) Mr. ~~Palmiere's~~Palmiere’s current annual salary ($495,000 effective December 31, 2023), plus (b) ~~a prorated~~ amount of his prior year bonus (inclusive of both STIP and LTIP components). ToConcerning the prior year bonus, the 2023-related awards are pending final decision as to the payout percentage from the Compensation Committee. Therefore, to calculate the prorated bonus payable upon severance, the STIP is calculated using Mr. Palmiere’s current annual salary multiplied to the “Target” STIP percentage of base salary and further multiplied to the 2023 STIP performance result (59.1% as per the Measure of Success table provided within this document). The LTIP is calculated using Mr. Palmiere’s LTIP equity awards issued in March of 2023. The total of the calculated amount of his prior year bonus (inclusive of both STIP and LTIP components) and his annual salary is divided by twelve, and the product is multiplied by twelve plus one additional month for each completed year of service up to a total of twenty-four months. As at the end of 2023, Mr. Palmiere has completed three years of service.

(2)

Because no bonus amounts have yet been paid, if Mr. Palmiere were terminated without cause or resigned for good reason during 2021, his prorated bonus would be based on his target bonus amounts, specifically, an STIP target of $270,000 (60% of his salary) and an LTIP target of $500,000.

~~(3)~~

In the event Mr. Palmiere is terminated without cause or he terminates employment for good reason within twelve months of a change in control (as defined in the employment agreement), he would be entitled to receive a payment equal to two times the sum of (a) his then-annual salary, and (b) ~~a pro-rated~~his bonus payment (inclusive of STIP and LTIP components). ~~If this amount were to be calculated prior to the payment of any bonus amounts, his prorated bonus would be~~

(3)

All unvested RSUs will become vested (302,543). Value is based on ~~his target bonus amounts, specifically, a STIP target~~the number of ~~$270,000 (60%~~accelerated RSUs multiplied by the share price of ~~his salary) and a LTIP target of $500,000.~~the company at December 31, 2023 ($0.38).

(4)

All unvested stock options will become vested. Because the exercise price ($3.31) of his ~~500,000~~166,667 outstanding unvested stock options granted January 4, 2021 and the exercise price ($2.41) of his 53,470 outstanding unvested stock options granted March 21, 2022 exceeds the share price ($~~2.91)~~0.38) of the Company at December 31, ~~2020,~~2023, zero value is reflected in the table above.

(5)

All unvested PSUs will become vested (1320,276). Value is based on the number of accelerated PSUs multiplied by the share price of the company at December 31, 2023 ($0.38). PSUs are assumed at 100% payout, although the realized performance will be assessed at time of Change of Control.

(6)

The Company is required to maintain Mr. ~~Palmiere's~~Palmiere’s health benefits (or pay cash consideration in lieu thereof) during the applicable Severance Period. For a termination prior to a change in control, the Severance Period is currently 12 months. For a termination in connection with a change in control, the Severance Period is 24 months.

(7)

Under his Employment Agreement, upon termination due to disability or death, Mr. Palmiere (or his beneficiary or estate in the event of death) is entitled to the same payments benefits that Mr. Palmiere is entitled to receive in the event of a termination without “just cause”; however, in the event of termination due to death, all such payments owed shall be made pursuant to any employee benefit plan or life insurance policy maintained by the Company. Actual benefits relating to Accidental death & disability shown is Canadian $250,000 applied to 2023 average CAD/USD rate of 0.7408.

3635

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			Termination by Company
Kimberly C. Perry	Voluntary or		Without Cause or by Exec
	Termination		for Good Reason
	for Cause		Prior to COC			After COC			Death		Disability

															Termination by Company
Chet Holyoak													Voluntary or		Without Cause or by Exec
													Termination		for Good Reason
													for Cause		Prior to COC			After COC			Death ⁽⁷⁾		Disability ⁽⁷⁾
Cash Compensation														—		—			—			—		—
Cash Severance		—	$	300,000	(1)	$	1,200,000	(2)		—		—	$	—		260,000	(1)		680,700	(2)		—		—
Acceleration of Unvested Equity
Restricted Share Units		—		—			363,750	(3)		—		—		—		—			7,135	(3)		—		—
Options		—		—			—	(4)		—		—		—		—			—	(4)		—		—
Benefits
Health Benefits (5)		—		29,604			29,604			—		—
Performance Stock Units														—		—			7,135	(5)		—		—
Health Benefits ⁽⁶⁾														—		41,530			41,530			300,000		300,000
Total	$	—	$	329,604		$	1,593,354		$	—	$	—	$	—	$	301,530			736,499			300,000		300,000

(1)

Cash ~~severance~~Severance is equal to 12 months annual ~~salary.~~ current salary ($260,000 effective March 1, 2024).

(2)

In the event Ms. Perry is terminated without cause or she terminates employment for good reason within twelve months of a change in control (as defined in the employment agreement), she would be entitled to receive a payment equal to the sum of (1) twice her then-annual salary, and (2) an amount equal to the greater of the short-term incentive bonus or her targeted cash bonus in each case for the two years prior to the change of control.

~~(3)~~

~~All unvested RSU's will become vested (125,000). The value shown is at the share price of the company at December 31, 2020 ($2.91).~~

~~(4)~~

All unvested options will become vested. Because the exercise price ($3.45) of her 100,000 outstanding options exceeds the share price ($2.91) of the Company at December 31, 2020, zero value is reflected in the table above.

~~(5)~~

~~The Company is required to provide continuing health insurance coverage for Ms. Perry for a period of 12 months following termination.~~

Termination by Company

Richard M. Irvine

Voluntary or

Without Cause or by Exec

Termination

for Good Reason


for Cause

Prior to COC

After COC

Death

Disability

Cash Compensation




Cash Severance

—

$
330,000
(1)
$
1,320,000
(2)

—

—

Acceleration of Unvested Equity




Restricted Share Units

—

—

139,040
(3)

—
—

Options

—

—

—
(4)

—
—

Benefits




Health Benefits (5)

—

22,680

22,680

  —

—

Total
$
—
$
352,680
$
1,481,720
$
—
$
—

~~(1)~~

~~Cash severance is equal to 12 months annual salary.~~

~~(2)~~

In the event Mr. Irvine is terminated without cause or he terminates employment for good reason within twelve months of a change in control (as defined in the employment agreement), he would be entitled to receive a payment equal to the sum of (1)

~~Table of Contents~~

~~twice his then-annual salary, and (2) an amount equal to the greater of the short-term incentive bonus or her targeted cash bonus in each case for the two years prior to the change of control.~~

~~(3)~~

~~All unvested RSU's will become vested (47,780). The value shown is at the share price of the company at December 31, 2020 ($2.91).~~

~~(4)~~

All unvested options will become vested. Because the exercise price ($5.89) of his 9,900 outstanding options exceeds the share price ($2.91) of the Company at December 31, 2020, zero value is reflected in the table above.

~~(5)~~

~~The Company is required to provide continuing health insurance coverage for Mr. Irvine for a period of 12 months following termination.~~

Termination by Company

Barry D. Devlin

Voluntary or

Without Cause or by Exec

Termination

for Good Reason



for Cause

Prior to COC

After COC

Death

Disability

Cash Compensation





Cash Severance

—

$
346,500
(1)
$
1,386,000
(2)

—

—

Acceleration of Unvested Equity





Restricted Share Units

—

—

145,992
(3)

—
—

Options

—

—

—
(4)

—
—

Benefits




Health Benefits (5)

—

22,680

22,680

—
—

Total
$

—
$
369,180
$
1,554,672
$
—
$
—

~~(1)~~

~~Cash severance is equal to 12 months annual salary.~~

~~(2)~~

~~In the event Mr. Devlin~~Holyoak is terminated without cause or he terminates employment for good reason within twelve months of a change in control (as defined in the employment agreement), he would be entitled to receive a payment equal to the sum of (1) twice his then-annual salary, and (2) an amount equal to the greater of the short-term incentive bonus or ~~her~~his targeted cash bonus in each case for the two years prior to the change of control. As the 2023 awards is pending final decision as to the payout percentage from the Compensation Committee, the STIP targeted cash bonus is calculated using Mr. Holyoak’s current annual salary multiplied by the “Target” STIP percentage of base salary and further multiplied to the 2023 STIP performance result (59.1% as per the measure of success table provided within this document).

(3)

All unvested ~~RSU's~~RSUs will become vested ~~(50,169)~~(18,775). ~~The value shown~~Value is atbased on the number of accelerated RSUs multiplied by the share price of the company at December 31, ~~2020~~2023 ($~~2.91)~~0.38).

(4)

All unvested stock options will become vested. ~~Because~~Mr. Holyoak did not have any option awards at end of 2023.

(5)

All unvested PSUs will become vested (18,775). Value is based on the ~~exercise price ($5.89)~~number of ~~his 10,400 outstanding options exceeds~~accelerated PSUs multiplied by the share price ~~($2.91)~~ of the ~~Company~~company at December 31, ~~2020, zero value is reflected in~~2023 ($0.38). PSUs are assumed at 100% payout, although the ~~table above.~~realized performance will be assessed at time of Change of Control.

(6)

~~(5)~~

The Company is required to provide continuing health insurance coverage (including medical, dental, vision, life, and disability) for Mr. ~~Devlin~~Holyoak and eligible dependents for a period of 12 months following termination.

(7)

Under his Employment Agreement, upon termination due to disability or death, Mr. Holyoak (or his beneficiary or estate in the event of death) is entitled to the same payments benefits that Mr. Holyoak is entitled to receive in the event of a termination without “just cause”; however, in the event of termination due to death, all such payments owed shall be made pursuant to any employee benefit plan or life insurance policy maintained by the Company.


			Termination by Company
Alberto Reyes	Voluntary or		Without Cause or by Exec
	Termination		for Good Reason
	for Cause		Prior to COC			After COC			Death ⁽⁷⁾		Disability ⁽⁷⁾
Cash Compensation		—		—			—			—		—
Cash Severance	$	—		681,576	(1)		1,363,152	(2)		—		—
Restricted Share Units		—		—			$55,999	(3)		—		—
Options		—		—			—	(4)		—		—
Performance Stock Units		—		—			59,368	(5)		—		—
Health Benefits ⁽⁶⁾		—		9,868			19,735			287,430		287,430
Total	$	—		691,444			1,498,254			287,430		287,430

(1)

Cash Severance is based on the sum of (a) Mr. Reyes’ current annual salary ($341,000 effective December 31, 2023), plus (b) amount of his prior year bonus (inclusive of both STIP and LTIP components). Concerning the prior year bonus, the 2023-related awards are pending final decision as to the payout percentage from the Compensation Committee. Therefore, to calculate the prorated bonus payable upon severance, the STIP is calculated using Mr. Reyes’ current annual salary multiplied to the “Target” STIP percentage of base salary and further multiplied to the 2023 STIP performance result (59.1% as per the Measure of Success table provided within this document). The LTIP is calculated using Mr. Reyes’ LTIP equity awards issued in March of 2023. The total of the calculated amount of his prior year bonus (inclusive of both STIP and LTIP components) and his annual salary is divided by twelve, and the product is multiplied by twelve plus one additional month for each completed year of service up to a total of eighteen months. As at the end of 2023, Mr. Reyes has completed two years of service.

(2)

In the event Mr. Reyes is terminated without cause or he terminates employment for good reason within twelve months of a change in control (as defined in the employment agreement), he would be entitled to receive a payment equal to the sum of (1) twice his then-annual salary, and (2) an amount equal to the greater of the short-term incentive bonus or his targeted cash bonus in each case for the two years prior to the change of control. As the 2023 awards is pending final decision as to the payout percentage from the Compensation Committee, the STIP targeted cash bonus is calculated using Mr. Reyes’ current annual salary multiplied by the “Target” STIP percentage of base salary and further multiplied to the 2023 STIP performance result (59.1% as per the Measure of Success table provided within this document).

(3)

All unvested RSUs will become vested (147,365). Value if based on the number of accelerated RSUs multiplied by the share price of the company at December 31, 2023 ($0.38).

(4)

All unvested stock options will become vested. Because the exercise price ($2.41) of his 26,735 outstanding unvested stock options granted March

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21, 2022 exceeds the share price ($0.38) of the Company at December 31, 2023, zero value is reflected in the table above.

(5)

All unvested PSUs will become vested (156,231). Value is based on the number of accelerated PSUs multiplied by the share price of the company at December 31, 2023 ($0.38). PSUs are assumed at 100% payout, although the realized performance will be assessed at time of Change of Control.

(6)

The Company is required to maintain Mr. Reyes’ health benefits (or pay cash consideration in lieu thereof) during the applicable Severance Period. For a termination prior to a change in control, the Severance Period is currently 12 months. For a termination in connection with a change in control, the Severance Period is 24 months.

(7)

Under his Employment Agreement, upon termination due to disability or death, Mr. Reyes (or his beneficiary or estate in the event of death) is entitled to the same payments benefits that Mr. Reyes is entitled to receive in the event of a termination without “just cause”; however, in the event of termination due to death, all such payments owed shall be made pursuant to any employee benefit plan, or life insurance policy maintained by the Company. Actual benefits relating to accidental death & disability shown is Canadian $388,000 applied to 2023 average CAD/USD rate of 0.7408.


			Termination by Company
Kimberly C. Perry	Voluntary or		Without Cause or by Exec
	Termination		for Good Reason
	for Cause		Prior to COC			After COC		Death		Disability
Cash Compensation		—		—			—		—		—
Cash Severance	$	—		217,745	(1)		—		—		—
Restricted Share Units		—		23,751	(2)		—		—		—
Options		—		—			—		—		—
Performance Stock Units		—		—			—		—		—
Health Benefits		—		40,139	(3)		—		—		—
Total	$	—	$	281,635			—		—		—

(1)	Upon termination with the Company, Ms. Perry received a severance package of $187,000 and received a cash payment of $30,745 related to vested DSUs awarded on March 17, 2023 (49,589 DSUs multiplied by the closing share price of $0.62 on August 1, 2023).

(2)	Ms. Perry’s received a cash payment of $23,751 for vested RSUs. Upon termination with the Company and as per Ms. Perry’s employment contract, unvested RSUs became vested (41,668 shares) and multiplied as at the closing share price of $0.57 on August 7, 2023.

(3)	The Company is providing Ms. Perry with dental and medical benefits for her and eligible dependents for up to 12 months.

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Pay ~~Ratio~~Versus Performance Disclosure

~~Under Section 953(b) of the Dodd-Frank Act and related regulations promulgated~~The following pay versus performance disclosure is required as per rules adopted by the SEC in the fall of 2022. The disclosure required for smaller reporting companies consists of a Pay Versus Performance Table and reconciliation of the information reported in the table. The SEC believes this disclosure will help stockholders better evaluate the link between executive pay and performance, both for the Company on a stand-alone basis and as compared to other publicly traded companies.

The Pay Versus Performance Table is ~~required to provide~~highly regulated and requires pay disclosure that is significantly different than what we have customarily provided in the ~~ratio~~Summary Compensation Table and the other executive compensation tables in prior years. The table currently provides SEC mandated compensation data for the fiscal years ended December 31, 2022 and 2023 for our named executive officers, along with certain financial performance measures. In reviewing the table, our stockholders should note the following:

●

The amounts in columns (b) and (d) of the table are taken from or derived directly from the total compensation paid to the relevant named executive officers as reported in this year’s or prior years’ Summary Compensation Tables.

●

The “compensation actually paid” in columns (c) and (e) of the table represents a new type of compensation disclosure mandated by the SEC, the intent of which is to try and isolate the amount of compensation earned by the relevant named executive officer(s) in each year. To calculate “compensation actually paid,” we are required to start with the totals for that year as reported in the Summary Compensation Table, deduct the Summary Compensation Table values for stock and option awards, and then add back amounts for new and previously outstanding stock and option awards in a manner mandated by the SEC. The disclosure and calculations are complex and can be confusing, and the amounts determined in accordance with the rules often bear no relation to the money or the economic value received or monetized by a particular named executive officer in the given year. We therefore caution that the term “compensation actually paid” should not be read literally and does not actually reflect the “take home” amounts received by our named executive officers in a given year; and

●

The SEC rules require that we include in the Pay Versus Performance table information regarding our U.S. GAAP net income results. U.S. GAAP net income was not a performance metric in any of our compensation programs and did not affect the compensation awarded to our named executive officers for the years covered by the Pay Versus Performance Table. We are nonetheless required to include such information in the table and we urge our investors to keep in mind that U.S. GAAP net income did not drive the amount of pay awarded to or realized by our named executive officers.

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Pay Versus Performance Table


Year	Summary Compensation Table Total for PEO ⁽¹⁾	Compensation Actually Paid to PEO ⁽¹⁾	Average Summary Compensation Table Total for Non-PEO NEOs^{(2) (3)}	Average Compensation Actually Paid to Non-PEO NEOs ^{(2) (3)}	Value of Initial Fixed $100 Investment Based On Total Shareholder Return ("TSR")	Net Income / (Loss As $ '000s ⁽⁴⁾
(a)	(b)	(c)	(d)	(e)	(f)	(g)
2023	$ 834,255	$ 283,876	$ 467,165	$ 200,346	$ 25	($ 16,017)
2022	$ 1,732,530	$ 1,527,598	$ 1,003,863	$ 907,815	$ 102	($ 6,321)

(1)	In his capacity as Chief Executive Officer, Mr. Palmiere is included as our principal executive offer (“PEO”) for 2023 and 2022. See the Summary Compensation Table Total versus Compensation Actually Paid Reconciliation Table below for additional details.

(2)	In 2023, the non-PEO NEOs comprises of Mr. Holyoak, Ms. Perry and Mr. Reyes. Concerning Ms. Perry, compensation related to her termination includes severance and accrued vacation paid as cash.

(3)	In 2022, the non-PEO NEOs comprises of Ms. Perry and Mr. Reyes.

(4)	Represents Company Net Income as disclosed on our annual report on Form 10-K for the respective year.

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Summary Compensation Table Total versus Compensation Actually Paid Reconciliation Table

The following table contains a reconciliation of the ~~annual total compensation of~~amounts reflected in the Summary Compensation Table for Mr. ~~Reid, who served~~Palmiere and our other named executive officers (other than the PEO) for each year covered by the Pay Versus Performance Table above (as reported in columns (b) and (d) above, respectively) as ~~the Company’s Chief Executive Officer for fiscal 2020,~~compared to the ~~annual total compensation of~~Compensation Actually Paid to Mr. Palmiere and Average Compensation Actually Paid to our other named executive officers (other than the ~~median employee of~~PEO) for each such covered year (as reported in columns (c) and (e) above, respectively). The company named executive officers (other than the ~~Company. The Company (including subsidiaries) currently employs a relatively small number of highly-skilled employees across the U.S. and in Mexico.~~ The Company contracts with an unaffiliated third-party company for most of the workforce that provides services to its Mexican subsidiary company and has excluded those individuals from the pay ratio calculation.

~~For purposes of providing this ratio, we are required to identify the median employee~~PEOs) whose compensation is used to calculate the ~~ratio at least once every three years.~~ ~~We identified our median employee~~average amounts in the pay for ~~the 2020~~

~~Table of Contents~~

performance table above for fiscal year ~~as a non-exempt, full-time employee located in the U.S. with an~~ annual total compensation of $94,887 for 2020 calculated in accordance with Item 402(u)(2)(i) of Regulation S-K. To identify the median employee, we relied on our internal payroll data as our consistently applied compensation measure and usedended December 31, 2020 as the measurement date. We collected the payroll data of all U.S. and non-U.S. employees as of the measurement date (which included base salary, bonus, recognized income from equity and other compensation and the Company’s matching 401(k) contribution on behalf of the employee) and we annualized the salary and bonus amounts for those full-time, permanent employees that were employed with the Company or its subsidiaries for less than the full fiscal year. For the non-U.S. employees, we used the average exchange rate during fiscal 2020 as the exchange rate applied to compensation paid in foreign currency.

2023 are Mr. Reid’s total compensation during 2020 was $1,679,105. Based on this information, the ratio of the annual compensation of the Chief Executive Officer to that of the median employee was determined to be 17.7 to 1. We believe this disclosure is a reasonable estimate of our CEO’s annual pay compared to our median employee. Because the SEC rules permit companies to use different methodologies, exemptions and estimates for determining employees and calculating the pay ratio, our pay ratio disclosure may not be comparable to the pay ratio disclosure reported by other companies.

~~Table of Contents~~

~~2020 Grants of Plan-Based Awards~~

~~No plan-based awards were made to NEOs in fiscal 2020 other than the sign-on grant of 100,000 RSU’s and 100,000 stock options to~~Holyoak, Ms. Perry and ~~the 25% adjustment to unvested RSU’s~~Mr. Reyes and, $1.00 price adjustment of outstanding stock option prices related to the spin-off of Fortitude Gold Corporation. The Compensation Committee determined the equity adjustments were appropriate after seeking the input from a third-party valuation advisor.

~~Table of Contents~~

~~Outstanding Equity Awards at 2020 Fiscal Year-End~~

~~The following table summarizes the outstanding equity awards of our NEOs at the~~for fiscal ~~year-end~~year ended December 31, ~~2020:~~2022, Ms. Perry and Mr. Reyes.


		PEO		OTHER NEO AVERAGE
ADJUSTMENTS ^{(1) (2) (3) (4) (5)}		2023	2022	2023	2022
Summary Compensation Table Total		$ 834,255	$ 1,732,530	$ 467,165	$ 1,003,863
Deduction for amount reported in "Option Awards" column of the Summary Compensation Table	(-)	$ -	($ 170,000)	$ -	($ 85,000)
Deduction for amount reported in "Stock Awards" column of the Summary Compensation Table	(-)	($ 339,255)	($ 905,000)	($ 117,914)	($ 465,000)
Addition of fair value at fiscal year (FY) end, of equity awards granted during the FY that remained outstanding	(+/-)	$ 133,987	$ 774,892	$ 25,854	$ 396,918
Addition of fair value at vesting date, of equity awards granted during the FY that vested during the year	(+/-)	$ 100,418	$ 103,563	$ 25,621	$ 51,780
Addition of change in fair value at FY end versus prior FY end for awards granted in prior FY that remained outstanding	(+/-)	($ 421,822)	($ 6,600)	($ 59,258)	($ 1,289)
Addition of change in fair value at vesting date versus prior FY end for awards granted in prior FY that vested during the FY	(+/-)	($ 23,708)	($ 1,787)	($ 74,915)	$ 6,543
Deduction of the fair value at the prior FY end for awards granted in prior FY that failed to meet their vesting conditions	(+/-)	$ -	$ -	($ 66,207)	$ -
Compensation Actually Paid		$ 283,876	$ 1,527,598	$ 200,346	$ 907,815

Option Awards

Stock Awards
Name

Number of
Securities
Underlying
Unexercised
Options
Exercisable

Number of
Securities
Underlying
Unexercised
Options
Unexercisable


Equity
Incentive Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options

Option
Exercise Price

Option
Expiration Date

Number of
Shares or
Units of
Stock That
Have Not
Vested

Market
Value of
Shares Or
Units That
Have Not
Vested

Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares, Units
or Other
Rights That
Have Not
Vested


Equity Incentive Plan
Awards: Market or
Payout Value of
Unearned Shares,
Units or Other Rights
That Have Not
Vested

(#)

(#)

(#)

($)

(#)

($)

(#)

($)
Jason D. Reid

100,000

0

0

6.24

9/17/2023

-

-

-

-

175,000

0

0

1.30

9/9/2025

-

-

-

-

81,000

0

0

3.60

7/6/2026

-

-

-

-

44,000

0

0

3.11

7/3/2027

-

-

-

-

56,700

0

0

5.89

7/14/2028

-

-

-

-

250,000

0

0

2.89

12/7/2028

-

-

-

-
John A. Labate

90,000

0

0

1.30

9/9/2025

-

-

-

-

90,000

0

0

1.35

3/16/2026

-

-

-

-

45,000

0

0

3.60

7/6/2026

-

-

-

-

24,000

0

0

3.11

7/3/2027

-

-

-

-

20,800

10,400
⁽¹⁾

0

5.89

7/14/2028

-

-

5,239
⁽²⁾

15,246

-

-

-

-

-

-

-

44,930
⁽³⁾

130,746
Kimberly C. Perry

100,000

0

0

2.95

4/11/2029

-

-

-

-

-

100,000
⁽⁴⁾

0

3.45

8/7/2030

-

-

-

-

-

-

0

-

-

-

-

125,000
⁽⁴⁾

363,750
Richard M. Irvine

300,000

0

0

16.64

8/14/2022

-

-

-

-

60,000

0

0

6.24

9/17/2023

-

-

-

-

41,000

0

0

3.60

7/6/2026

-

-

-

-

22,000

0

0

3.11

7/3/2027

-

-

-

-

19,800

9,900
⁽¹⁾

0

5.89

7/14/2028

-

-

4,990
⁽²⁾

14,521

-

-

-

-

-

-

-

42,790
⁽³⁾

102,109
Barry D. Devlin

240,000

0

0

13.63

1/3/2023

-

-

-

-

60,000

0

0

6.24

9/17/2023

-

-

-

-

41,667

0

0

1.30

9/9/2025

-

-

-

-

45,000

0

0

3.60

7/6/2026

-

-

-

-

24,000

0

0

3.11

7/3/2027

-

-

-

20,800

10,400
⁽¹⁾

0

5.89

7/14/2028

-

-

5,239
⁽²⁾

15,246

-

-

-

-

-

-

-

44,930
⁽³⁾

130,746
Gregory A.

60,000

0

0

6.24

9/17/2023

-

-

-

-
Patterson

33,334

0

0

1.30

9/9/2025

-

-

-

-

27,000

0

0

3.60

7/6/2026

-

-

-

-

15,000

0

0

3.11

7/3/2027

-

-

-

-

7,600

3,800
⁽¹⁾

0

5.89

7/14/2028

-

-

2,662
⁽²⁾

7,746

-

-

-

-

-

-

-

19,969
⁽³⁾

58,110

(1)	~~The award vest July 4, 2021.~~No 2023 STIP have been granted as of the end of April 2024 due to pending final decision of performance payout by the Compensation Committee and therefore no estimates are included in the calculated figures for 2023.

(2)

Equity valuations have been calculated in accordance with the requirements for Compensation Actually Paid in accordance with the fair value requirements under ASC 718. Adjustment for stock options represents the sum of changes in fair value during the fiscal year. The stock options have a ten (10) year contractual term and vest pro-ratably over three years. The fair value of stock options that become vested within the respective years and the fair value of stock options that were outstanding at the end of each year end period are each determined by multiplying the number of shares to a Black-Scholes calculation model that incorporates assumptions as to expected life of award, closing share price at either vesting date (for shares vested during period) or at year end (for outstanding shares at fiscal year-end date), the award’s respective exercise or strike price, the risk free rate as based on 3 year US Interest Rates for respective share price date, expected dividend yield at time of share price date, and share price volatility based on expected life of award. For option awards that vested in the 2022 period, the fair market values per share for stock options on the following vest ~~August 15, 2021.~~dates are as follows: 8/7/2020 = $0.49; 1/4/2021 = $0.42; 3/21/2022 = $1.06. For option awards that vested in the 2023 period, the fair market values per share for stock options on the following vest dates are as follows: 1/4/2021 = $0.43; 3/21/2022 = $0.25. For option awards that were outstanding at the end of each respective fiscal year end, the fair market values are: December 29, 2023 = $0.02; December 30, 2022 = $0.35; December 31, 2021 = $0.39.

(3)

Equity valuations have been calculated in accordance with the requirements for Compensation Actually Paid in accordance with the fair value requirements under ASC 718. Adjustment for RSUs represents the sum of changes in fair value during the fiscal year. The RSUs vest pro-ratably over three years. See the Executive Compensation Discussion and Analysis for a description of this award ~~vests~~and the rationale. For RSUs that vested in the 2022 period, the fair market values per share on the vest dates are as follows: ~~fifty percent~~8/7/2020 = $1.78; 12/29/2020 = $1.78; 3/21/2022 = $1.79. For RSUs that vested in the 2023 period, the fair market values per share on ~~or around~~the vest dates are as follows: 3/21/2022 = $0.88. For RSUs that were outstanding at the end of each respective fiscal year end, the fair market values are: December ~~9, 2021 and fifty percent on or around~~29, 2023 = $0.38; December ~~9, 2022.~~30, 2022 = $1.52.

(4)	~~The award vests~~For DSUs (received as 2022 related STIP awards in lieu of cash) that vested in the 2023 period, the fair market values per share on the vest date is as follows: ~~one-third~~3/17/2023 = $0.90.

(5)

Equity valuations have been calculated in accordance with the requirements for Compensation Actually Paid in accordance with the fair value requirements under ASC 718. Adjustment for PSUs represents the sum of changes in fair value during the fiscal year. The PSUs vest pro-ratably over three years with a three-year cliff. See the Executive Compensation Discussion and Analysis for a description of this award and the rationale. No PSUs were awarded, vested or outstanding during and at end of the fiscal year ended December 31, 2021. For 2021 and 2022-related performance, PSUs were awarded on ~~or around August 7, 2021, one-third on or around August 7,~~ 3/21/2022 and ~~one-third~~6/22/2022. At close of 2022, these awards carried the following fair market value: 3/21/2022 award at $1.59; 6/22/2022 award at $1.86. At close of 2023, these awards carried the following fair market value: 3/21/2022 award at $0.33; 6/22/2022 award at $0.39. For 2023 fiscal year, PSUs were awarded on ~~or around August 7, 2023.~~3/17/2023 and carried the following fair market value: 3/17/2023 award at $0.33.

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Compensation Actually Paid and Cumulative TSR

The following graph reflects the relationship between the amount of “compensation actually paid” to Mr. Palmiere and the average amount of “compensation actually paid” to the Company’s NEOs as a group (excluding Mr. Palmiere) with the Company’s cumulative TSR over the two years presented in the table.

Compensation Actually Paid and GAAP Net Loss

The following table reflects the relationship between the amount of “compensation actually paid” to Mr. Palmiere and the average amount of “compensation actually paid” to the Company’s NEOs as a group (excluding Mr. Palmiere) with the Company’s net loss, as reported under US GAAP, over the two years presented in the table. The Company does not use net loss as a performance measure in the overall executive compensation program.

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~~2020 Option Exercises and Stock Vested~~

~~The following table summarizes the options exercised by our NEOs and RSU awards vested and settled in shares of common stock during fiscal 2020:~~

Option Awards

Stock Awards
Name

Number of
Shares Acquired
on Exercise

Value Realized on
Exercise

Number of
Shares Acquired
on Vesting

Value Realized on
Vesting

(#)

($)

(#)

($)
Jason D. Reid

-

-

121,257

393,100
John A. Labate

-

-

7,537

31,052
Kimberly C. Perry

-

-

5,446

21,348
Richard M. Irvine

-

-

7,033

28,976
Barry D. Devlin

-

-

7,537

31,052
Gregory A. Patterson

-

-

4,157

17,127

Share Ownership and Reporting

As of the record date of April ~~6, 2021,~~22, 2024, there are a total of ~~74,439,205~~89,599,224 shares of our common stock outstanding, our only class of voting securities currently outstanding. The following table describes the beneficial ownership of our voting securities as of April ~~6, 2021~~22, 2024 by: (1) each of our directors, director nominees and executive officers; (2) all of our directors, director nominees, and officers as a group; and (3) each shareholder known to us to own beneficially more than 5% of our common stock. Unless otherwise stated, the address where each of the individuals may be reached is our principal executive offices, ~~2000 South Colorado Blvd,~~7900 East Union Avenue, Suite ~~10200.~~320. Denver, Colorado ~~80222.~~80237. All ownership is direct, unless otherwise stated.

In calculating the percentage ownership for each shareholder, we assumed that any stock options owned by an individual exercisable within 60 days of the date of this proxy statement are exercised, but not the stock options owned by any other individual. ~~Certain information regarding~~PSUs and DSUs held by the ~~ownership~~directors and executive officers may be settled as cash and/or stock issuance and dependent on Board of Directors decision. A review of reports filed with the SEC lead us to conclude that no other shareholders than listed below are believed to beneficially own more than 5% of our common ~~stock has been obtained from reports filed by these shareholders with the SEC.~~stock.


	Number of Shares		Percentage (%)
Allen Palmiere ⁽¹⁾⁽²⁾	1,321,550	⁽³⁾	1.5%
Ron Little ⁽¹⁾	229,860	⁽⁴⁾	*
Lila Murphy ⁽¹⁾	298,197	⁽⁵⁾	*
Chet Holyoak ⁽²⁾	22,885	⁽⁶⁾	*
Alberto Reyes ⁽²⁾	369,001	⁽⁷⁾	*
All Officers and Directors as a Group	2,241,493	^{(3)(4)(5)(6)(7)}	2.5%
The Vanguard Group, Inc. 100 Vanguard Boulevard Suite V26 Malvern, PA 19355	5,228,025		5.9%

Number of Shares


Percentage (%)

Jason D. Reid ⁽³⁾

706,700
⁽³⁾

*

Allen Palmiere ⁽¹⁾⁽²⁾

--
⁽⁴⁾

*

Alex G. Morrison ⁽¹⁾

266,071
⁽⁵⁾

*

Lila Murphy ⁽¹⁾

40,000
⁽⁶⁾

*

Joe Driscoll ⁽¹⁾

40,000
⁽⁶⁾

*

Ron Little ⁽¹⁾

40,000
⁽⁶⁾

*

Kimberly C. Perry ⁽²⁾

125,459
⁽⁷⁾

*

Richard M. Irvine ⁽²⁾

493,544
⁽⁸⁾

*

BlackRock, Inc.

4,302,889

5.99
%
55 East 52^nd St.

New York, NY 10055

Van Eck Associates Corporation

3,822,513

5.32
%
666 Third Ave. - 9th Floor

New York, NY 10017

All Officers and Directors as a Group

1,711,774
^{(3)(5)(6)(7)(8)(9)}

2.3
%

* Less than 1%

~~Table of Contents~~

(1)

Director

(2)

Officer

(3)

Mr. ~~Reid was the CEO of the Company until December 31, 2020 and owns~~Palmiere holds stock options to purchase ~~706,700~~660,408 shares of which are ~~currently~~fully exercisable, ~~until December 31, 2022.~~vested RSU shares of 229,290, 111,576 DSUs awarded in connection with the 2022 STIP bonus and 320,276 PSUs.

(4)

Mr. ~~Palmiere also~~Little holds ~~options to purchase 500,000~~149,560 DSUs awarded in connection with the 2022 and 2023 annual equity award, 40,000 shares ~~that have not vested~~directly owned, and ~~therefore have not been included.~~40,300 DSUs issued in lieu of fees.

(5)

~~Includes options to purchase 204,500 shares which are currently exercisable. Includes 10,000 DSUs.~~

~~(6)~~

~~Includes~~Ms. Manassa Murphy holds 40,000 DSUs awarded when joining the BOD in ~~2021.~~2021, 111,520 DSUs awarded in connection with the 2022 and 2023 annual equity award and 146,677 DSUs issued in lieu of fees.

(6)

Mr. Holyoak holds 4,110 shares directly owned and 18,775 PSUs.

(7)	~~Includes~~Mr. Reyes holds stock options to purchase ~~100,000~~80,204 shares of which are ~~currently exercisable.~~

fully exercisable, 48,165 vested RSU shares, 33,159 shares directly owned, 51,242 DSUs awarded in connection with the 2022 STIP bonus and 51,242 PSUs.

~~(8)~~

~~Includes options to purchase 442,800 shares which are currently exercisable.~~

~~(9)~~

The table does not reflect stock options for the following former NEO’s: John Labate 269,800 stock options exercisable through November 29, 2022, Barry Devlin 431,467 stock options exercisable through May 31, 2021, and Greg Patterson 142,934 stock exercisable through May 29, 2021.

Share Ownership Policy

Based on a recommendation by the Compensation Committee, the Board adopted in early 2021 a Share Ownership Policy in order to set out share ownership guidelines which will enhance alignment of the interests of directors and executive officers of the Company with its shareholders. Minimum share ownership levels must be achieved within five years.

The CEO is required to own equity of the Company having a value equal to ~~three~~five times the gross amount of his annual base salary, the CFO and COO must own equity having a value equal to ~~one and a half~~two times the gross amount of his or her annual base salary. Non-executive directors are required to own equity ~~including DSUs,~~ of the Company, including

Table of Contents

DSUs, having a value equal to two times the gross amount of their annual director retainer. The details of the Share Ownership Policy can be found on the Company website at www.goldresourcecorp.com.

Anti-Hedging Policy

Pursuant to the Company’s ~~Anti-Hedging~~Anti -Hedging Policy adopted in early 2021, no director or officer of the Company is permitted to purchase financial instruments, including, for greater certainty, prepaid variable forward contracts, equity swaps, collars, or units of exchange funds that are designed to hedge or offset a decrease in market value of any Company securities granted as compensation or held, directly or indirectly, by such director or officer. The details of the Share Ownership Policy can be found on the Company website at www.goldresourcecorp.com.

Shareholder Proposals

We are not aware of any shareholder proposals for the ~~2021~~2024 Annual Meeting. We anticipate that the next annual meeting of shareholders will be held in ~~May 2022.~~June 2025. Any shareholder who desires to submit a proper proposal for inclusion in the proxy materials related to the next annual meeting of shareholders must do so in writing in accordance with Rule 14a-8 of the 1934 Act, and it must be received at our principal executive offices no later than December ~~21, 2021~~27, 2024 in order to be considered for inclusion in the proxy statement for the ~~2022~~2025 annual meeting of shareholders.

Shareholders who intend to nominate a director at the ~~2022~~2025 annual meeting of shareholders without including such proposal in the ~~2022~~2025 proxy statement must provide us with notice of such proposal no later than ninety days before the date of the annual meeting, or within twenty days from any announcement of the annual meeting details, if such announcement is made within ninety days or less from the date of the Annual Meeting.

As to any proposal that a shareholder intends to present to shareholders other than by inclusion in our Proxy Statement for our ~~2022~~2025 annual meeting of shareholders, the proxies named in our proxy for that meeting will be

~~Table of Contents~~

entitled to exercise their discretionary voting authority on that proposal unless we receive notice of the matter to be proposed not later than March ~~6, 2022.~~12, 2025. Even if proper notice is received on or prior to that date, the proxies named in our proxy for that meeting may nevertheless exercise their discretionary authority with respect to such matter by advising shareholders of that proposal and how they intend to exercise their discretion to vote on such matter, unless the shareholder making the proposal solicits proxies with respect to the proposal to the extent required by Rule 14a-4(c)(2) under the Exchange Act.

For proposals sought to be included in our proxy statement, the proponent must be a record or beneficial owner entitled to vote on such proposal at the next annual meeting and must continue to own such security entitling such right to vote through the date on which the Annual Meeting is held.

4443

Table of Contents

Other Matters

Our management and the Board know of no other matters to be brought before the Annual Meeting. If other matters are presented properly to the shareholders for action at the Annual Meeting and any postponements and adjournments thereof, it is the intention of the proxy holders named in the proxy to vote in their discretion on all matters on which the common stock represented by such proxy are entitled to vote.

You are urged to complete, sign, date and return your proxy promptly. You may revoke your proxy at any time before it is voted. If you attend the Annual Meeting, as we hope you will, you may vote your shares during the Annual Meeting.


	By order of the Board of Directors,

	~~Ann Wilkinson, Secretary~~Chet Holyoak, Chief Financial Officer

4544

~~Table of Contents~~

~~ANNEX A~~

~~ARTICLES OF AMENDMENT~~

~~TO THE ARTICLES OF INCORPORATION OF~~

~~GOLD RESOURCE CORPORATION~~

~~Pursuant to Colorado Revised Statute §§ 7-90-301 and 7-110-106, these Articles of Amendment are delivered to the Colorado Secretary of State for filing.~~

~~FIRST:~~ ~~The name of the corporation is GOLD RESOURCE CORPORATION.~~

~~SECOND:~~ GOLD RESOURCE CORPORATION, a corporation organized and existing under the laws of the State of Colorado (the “Corporation”), HEREBY CERTIFIES that the following Articles of Amendment to its Articles of Incorporation was duly adopted on June 4, 2021, pursuant to the authority conferred upon the Corporation by the Articles of Incorporation of the Corporation, as amended (the “Articles of Incorporation”), and by the Colorado Business Corporation Act (the “Act”):

~~RESOLVED~~~~, that Article IV of the Articles of Incorporation is hereby amended to read in its entirety as follows:~~

~~ARTICLE IV~~

The aggregate number of shares of all classes of capital stock that this Corporation shall have authority to issue is 200,000,000 shares of $.001 par value common stock and 5,000,000 shares of $.001 par value preferred stock.

~~(a)~~Preferred Stock. The designations and the powers, preferences and rights, and the qualifications, limitations or restrictions of the Preferred Stock, the establishment of different series of Preferred Stock, and variations in the relative rights and preferences as between different series shall be established in accordance with the Colorado Business Corporation Act by the Board of Directors.

Except for such voting powers with respect to the election of directors or other matters as may be stated in the resolutions of the Board of Directors creating any series of Preferred Stock, the holders of any such series shall have no voting power whatsoever.

~~(b)~~Common Stock. The holders of Common Stock shall have and possess all rights as shareholders of the corporation, including such rights as may be granted elsewhere by these Articles of Incorporation, except as such rights may be limited by the preferences, privileges and voting powers, and the restrictions and limitations of the Preferred Stock.

Subject to preferential dividend rights, if any, of the holders of Preferred Stock, dividends upon the Common Stock may be declared by the Board of Directors and paid out of any funds legally available therefor at such times and in such amounts as the Board of Directors shall determine.

~~(c)General. The capital stock, after the amount of the subscription price has been paid in, shall not be subject to assessment to pay the debts of the corporation.~~

Any stock of the corporation may be issued for money, property, services rendered, labor done, cash advances for the corporation, or for any other assets of value in accordance with the action of the Board of

~~Table of Contents~~

~~Directors, whose judgment as to value received in return therefor shall be conclusive and said stock, when issued, shall be fully paid and non-assessable.~~

~~THIRD:~~ ~~With the foregoing exception, the remaining provisions of the Articles of Incorporation shall remain unchanged.~~

~~FOURTH:~~ The proposed amendment to the Articles of Incorporation was adopted on the date set forth above pursuant to the authority conferred upon by the Corporation by the Articles of Incorporation and the Act.

The name and mailing address of the individual who causes this document to be delivered for filing, and to whom the Secretary of State may deliver notice if filing of this document is refused, is LeighAn Jaskiewicz, 1550 17^th ~~Street, Suite 500, Denver, Colorado 80202.~~

~~Table of Contents~~

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date SCAN TO VIEW MATERIALS & VOTE To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below. 0 0 0 0 0 0 0 0 0 0000646029_1 R1.0.0.6 For Withhold For All All All Except The Board of Directors recommends you vote FOR the following: 1. Election of Directors Nominees 01) Ronald Little 02) Allen Palmiere 03) Lila Manassa Murphy GOLD RESOURCE CORPORATION 7900 EAST UNION AVE, SUITE 320 DENVER, CO 80237 VOTE BY INTERNET ~~Before The Meeting~~ - ~~Go to~~ www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 ~~p.m. Eastern Time~~P.M. ET on June ~~3, 2021.~~17, 2024. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. ~~GOLD RESOURCE CORPORATION 2000 SOUTH COLORADO BLVD, SUITE 10200 DENVER, CO 80222 During The Meeting - Go~~ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to ~~www.virtualshareholdermeeting.com/GORO2021 You may attend~~reduce the ~~meeting~~costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, ~~vote during the meeting. Have the information~~when prompted, indicate that ~~is printed~~you agree to receive or access proxy materials electronically in ~~the box marked by the arrow available and follow the instructions.~~future years. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 ~~p.m. Eastern Time~~P.M. ET on June ~~3, 2021.~~17, 2024. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: D51815-P53041 KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. GOLD RESOURCE CORPORATION The Board of Directors recommends you vote FOR the following: For Withhold For All AllAllExcept To withhold authority to vote for any individual nominee(s), mark "For All Except" and write the number(s) of the nominee(s) on the line below. ! ! ! 1. Election of Directors Nominees: 01) 02) 03) Alex G. Morrison Allen Palmiere Lila Manassa Murphy 04) Joseph Driscoll 05) Ronald Littlefollowing proposals: For Against Abstain ~~The Board of Directors recommends you vote FOR proposals 2, 3 and 4. ! ! ! ! ! ! ! ! !~~ 2. ~~Advisory~~Non-binding advisory vote to approve executive compensation. 3. Ratify ~~Plante & Moran, PLLC~~BDO USA, P.C. as independent registered accounting firm for ~~2021. 4. To approve an amendment to the Company's articles of incorporation to increase the number of authorized shares of common stock from 100 million shares to 200 million shares.~~2024. NOTE: To transact such other business as may properly come before the meeting or any adjournment thereof. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. ~~Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date~~

~~Table of Contents~~

0000646029_2 R1.0.0.6 Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement and Annual Report are available at ~~www.proxyvote.com. D51816-P53041~~www.proxyvote.com GOLD RESOURCE CORPORATION Annual Meeting of Shareholders June ~~4, 2021 9:~~18, 2024 10:00 AM MT This proxy is solicited by the Board of Directors ~~Alex Morrison~~Ronald Little or Allen Palmiere, or any of them, each with the power of substitution, are hereby authorized to represent and vote the shares of the undersigned, with all the powers which the undersigned would possess if personally present, at the Annual Meeting of Shareholders of Gold Resource Corporation to be held at ~~Denver Marriott Tech Center, 4900 S. Syracuse Street,~~7800 East Union Avenue, Denver, CO 80237 ~~and virtually at www.virtualshareholdermeeting.com/GORO2021~~ on June ~~4, 2021~~18, 2024 or at any postponement or adjournment thereof. You may attend the meeting in person ~~or via the Internet~~ and vote ~~electronically~~ during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. Shares represented by this proxy will be voted as directed by the shareholder. If no such directions are indicated, the Proxies will have authority to vote FOR all nominees, FOR Proposal 2, and FOR ~~Proposals 2, 3 and 4.~~Proposal 3. In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting. Continued and to be signed on reverse side

~~Table of Contents~~



SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant ⌧x Filed by a Party other than the Registrant ☐
Check the appropriate box:
☐	Preliminary Proxy Statement
☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
⌧x	Definitive Proxy Statement
☐	Definitive Additional Materials
☐	Soliciting Material ~~Pursuant to~~under §240.14a-12


Payment of Filing Fee (Check ~~the appropriate box)~~all boxes that apply):
⌧	~~No fee required.~~
☐x	No fee required
☐	Fee paid previously with preliminary materials
☐	Fee computed on table ~~below~~in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and ~~0-11.~~

	~~(1)~~	~~Title of each class of securities to which transaction applies:~~

	~~(2)~~	~~Aggregate number of securities to which transaction applies:~~

	~~(3)~~	~~Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule~~ 0-11 ~~(set forth the amount on which the filing fee is calculated and state how it was determined):~~

	~~(4)~~	~~Proposed maximum aggregate value of transaction:~~

	~~(5)~~	~~Total fee paid:~~


☐	~~Fee paid previously with preliminary materials.~~
☐	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

	~~(1)~~	~~Amount Previously Paid:~~

	~~(2)~~	~~Form, Schedule or Registration Statement No:~~

	~~(3)~~	~~Filing Party:~~

	~~(4)~~	~~Date Filed:~~

Online	Log on to www.proxyvote.com and enter the control number provided on your notice card or proxy card
	Telephone	Dial 1-800-690-6903 using a touch-tone telephone and following the menu instructions
	Mail	Complete and sign a paper proxy card or instruction form and mail it in the postage-paid envelope


	Page
About the Annual Meeting	1
~~Proxy Solicitation and Document Request Information~~PROXY SOLICITATION AND DOCUMENT REQUEST INFORMATION	1
~~Voting Information~~VOTING INFORMATION	2
~~Attending the Virtual Meeting~~ATTENDING THE MEETING IN PERSON	4
WHERE YOU CAN FIND ADDITIONAL INFORMATION ABOUT US	4
INCORPORATION BY REFERENCE	5
~~Where You Can Find Additional Information About Us~~PROPOSAL 1 – ELECTION OF DIRECTORS	6
~~Incorporation By Reference~~PROPOSAL 2 – NON-BINDING ADVISORY VOTE TO APPROVE THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS (“SAY-ON-PAY”)	69
~~Proposal 1~~PROPOSAL 3 – ~~Election of Directors~~RATIFICATION OF INDEPENDENT AUDITOR	710
~~Proposal 2 – Advisory Vote to Approve Executive Compensation (“Say-On-Pay”)~~Governance	11
~~Proposal 3 – Ratification of Independent Auditor~~BOARD LEADERSHIP STRUCTURE AND RISK OVERSIGHT	11
BOARD INDEPENDENCE AND RELATED PARTY TRANSACTIONS	12
~~Proposal 4 – Increase to Authorized Shares of Common Stock~~DIRECTOR COMPENSATION	14
~~Governance~~	15
~~Board Leadership Structure and Risk Oversight~~	15
~~Board Independence and Related Party Transactions~~THE BOARD AND ITS COMMITTEES	16
~~Director Compensation~~ENVIRONMENTAL, SOCIAL AND OTHER CORPORATE GOVERNANCE	1819
~~The Board and its Committees~~COMMUNICATIONS WITH THE BOARD OF DIRECTORS	20
CODE OF ETHICS AND WHISTLEBLOWER POLICY	20
AUDITOR DISCLOSURES	21
~~Environmental, Social And Other Corporate Governance~~Our Executive Officers	2422
~~Communications with the Board of Directors~~Executive Compensation	2622
~~Code of Ethics and Whistleblower Policy~~COMPENSATION DISCUSSION AND ANALYSIS	2622
~~Executive Compensation~~	27
~~Compensation Discussion and Analysis~~	27
~~Our Executive Officers~~	33
Share Ownership and Reporting	42
Shareholder Proposals	43
Other Matters	4544


VOTING ITEM	VOTING STANDARD⁽¹⁾	TREATMENT OF ABSTENTIONS, WITHHOLDS & BROKER NON-VOTES	BOARD RECOMMENDATION
Election of directors	Plurality of votes cast	A ~~“withhold”~~“WITHHOLD” vote with respect to any nominee will not affect the election of that nominee. Broker non-votes will have no effect on the election of directors.	FOR
~~Advisory~~Non-binding advisory vote on executive compensation	Majority of votes cast	An abstention will count as a vote cast and will therefore have the effect of a vote ~~“against”~~“AGAINST” the proposal. Broker non-votes will have no effect on the vote for the proposal.	FOR
Ratification of auditors⁽²⁾	Majority of votes cast	An abstention will count as a vote cast and will therefore have the effect of a vote ~~“against” the proposal.~~	~~FOR~~
~~Increase to Authorized Shares of Common Stock~~⁽²⁾	~~Majority of votes cast~~	~~An abstention will count as a vote cast and will therefore have the effect of a vote “against”~~“AGAINST” the proposal.	FOR


What are you voting on?	The Board has nominated for election at the Annual Meeting Messrs. ~~Morrison,~~Little, Palmiere, ~~Driscoll and Little~~ and Ms. Manassa Murphy to serve until the ~~2022~~2025 annual meeting or until their successors are elected. Each nominee is currently a director of the Company and has consented to being named as a nominee.

Ron Little iIndependent	Director since: 2021	Age: 61	Birthplace: Canada
	~~Alex G. Morrison~~ i ~~Independent~~	~~Director since:~~ Committees: ~~2016~~AC, NC, CC, SC, TAC**			~~Age:~~ 57	~~Birthplace:~~ ~~Scotland~~
		~~Committees:~~ ~~AC, CC, NC~~**
		Current Role: Interim Chair of the Board (since ~~January 1, 2021)~~ ~~Director (2016 through 2020)~~		~~Current Public Company Boards:~~ ● ~~Gold Standard Ventures Corp.~~ ● ~~Energy Fuels Inc.~~ ● ~~Dakota Territory Resource Corporation~~ ~~Past Public Company Boards:~~ ● ~~Detour Gold Corporation~~ ● ~~Pershing Gold Corporation~~ ● ~~Taseko Mines Ltd.~~
		~~Background and Experience:~~
	● Mr. Morrison has over 30 years of mining industry experience and has held senior executive positions at a number of mining companies, most recently as vice president and chief financial officer of Franco Nevada Corporation from 2007 to 2010. Mr. Morrison also held senior executive and financial positions at Newmont Mining Corporation, NovaGold Resources Inc., Homestake Mining Company, Phelps Dodge Corporation and Stillwater Mining Company. Mr. Morrison began his career with PricewaterhouseCoopers LLP after obtaining his Bachelor of Arts in Business Administration from Trinity Western University.
	● Our Board believes Mr. Morrison’s experience and skills developed as an executive officer and director for several publicly traded mining companies provide him with the appropriate background in matters related to finance and accounting, mining operations and risk assessment and make him well-qualified to serve as a director of the Company.
	~~Affiliations, Memberships and Licenses:~~
	~~Chartered Professional Accountant~~


~~Allen Palmiere~~	~~Director since:~~ ~~2021~~	~~Age:~~ 68	~~Birthplace:~~ ~~Canada~~
		~~Committees:~~ ~~None~~
		~~Current Role:~~ ~~Director (effective January 1, 2021)~~		~~Current Public Company Boards:~~ ● ~~Dundee Corporation~~ ~~Current Private Company Boards:~~ ● ~~Ferrox Holdings Ltd.~~ ~~Past Public Company Boards:~~ ● ~~Guyana Goldfields Ltd.~~ ● ~~Adriana Resources Inc.~~ ● ~~HudBay Minerals Inc.~~ ● ~~Barplats Investments Ltd.~~ ● ~~Silk Road Resources Ltd.~~
		~~Background and Experience:~~
		● Mr. Palmiere, a CA-CPA by training, has more than 35 years of experience in the mining industry both from a financial and operational perspective. His international experience includes South Africa, Central America, Guyana and Brazil and ten years of experience in China. Mr. Palmiere’s expertise includes operations, executive management and financing, both debt and equity. Additionally, Mr. Palmiere has extensive experience in mergers and acquisitions. Mr. Palmiere’s former executive positions include CEO and Chair of the Board, HudBay Minerals Inc., Executive Chair, Barplats Investments Ltd., Vice President, CFO, Zemex Corporation, and President and CEO, Breakwater Resources Ltd. Mr. Palmiere has also served as a director of numerous public companies. ● Our Board believes Mr. Palmiere’s experience and skills developed as an executive officer and director for several publicly traded mining companies provide him with the appropriate background in matters related to finance and accounting, mining operations and risk assessment and make him well-qualified to serve as a director of the Company.
		~~Affiliations, Memberships and Licenses:~~
		~~N/A~~

~~Lila Manassa Murphy~~ i~~Independent~~	~~Director since:~~ ~~2021~~	~~Age:~~ 49	~~Birthplace:~~ ~~U.S.A.~~
		~~Committees:~~ AC, ~~CC, NC,SC~~
		~~Current Role:~~ ~~Independent Director (effective January 1, 2021)~~		~~Current Public Company Boards:~~ ● ~~Dundee Corporation~~ ~~Current Non-Profit Boards:~~ ● ~~Sustainable Development Strategies Group~~
		~~Background and Experience:~~
		● Ms. Lila Murphy has served on the board and audit committee of Dundee Corporation, since August of 2018. It was announced in March of 2021 that she will rotate off of that board and will be appointed the company’s Chief Financial Officer effective May 14, 2021. Ms. Murphy founded Intrinsic Value Partners, LLC in 2018, a provider of consulting services to asset management firms and family offices. Previously she was Vice President and Portfolio Manager at Federated Hermes, Inc., a Fortune 500, ESG focused investment firm. Prior, Ms. Murphy worked as an Analyst at David W. Tice & Associates Inc. with a dedicated focus on natural resources investing. She has more than 25 years of diverse investment management experience. She sits on the board and finance committee of Sustainable Development Strategies Group, a US-based independent non-profit research institute advancing best practices for sustainable management of natural resources. Ms. Murphy is a member of the Latino Corporate Directors Association. ● Our Board believes Ms. Manassa Murphy’s experience and skills developed as a capital markets’ executive officer, focused on natural resources and her work as a director for Dundee Corporation provide her with the appropriate background in matters related to finance and accounting, assessing mining operations and risk assessment and make her well-qualified to serve as a director of the Company.
		~~Affiliations, Memberships and Licenses:~~ ~~Chartered Financial Analyst~~

~~Joseph Driscoll~~ i~~Independent~~	~~Director since:~~ ~~2021~~	~~Age:~~57		~~Birthplace:~~ ~~U.S.A.~~
		~~Committees:~~ CC, NC, SC**
		~~Current Role:~~ ~~Independent Director (effective January 1, 2021)~~			~~Current Non-Profit Boards:~~ ● ~~Society for Mining, Metallurgy & Exploration Foundation Trustee~~ ● ~~Colorado School of Mines Mining Advisory Board~~
		~~Background and Experience:~~
		● Mr. Joseph Driscoll is a qualified Mining Engineer and alumnus of Montana Tech from which he holds a Bachelor of Science degree. Mr. Driscoll has held numerous operational roles over his 33-year mining career with Forte Dynamics, Environmental Resources Management, Amec Engineering and Consulting, Great Basin Gold Limited, Newmont, Barrick, Queenstake Resources, Stillwater Mining, Independence Mining, New Butte Mining and Pegasus Gold. Mr. Driscoll brings a wealth of operational experience with both underground and open-pit mining operations expertise. ● Our Board believes Mr. Driscoll’s experience and skills developed as an executive officer for several publicly traded mining companies and director for several mining industry non-profit boards provide him with the appropriate background in matters related to mining operations and risk assessment and make him well-qualified to serve as a director of the Company.

	~~Affiliations, Memberships and Licenses:~~ ~~N/A~~


~~Ron Little~~ i~~Independent~~	~~Director since:~~ ~~2021~~	~~Age:~~ 58	~~Birthplace:~~ ~~Canada~~
			~~Committees:~~ AC, ~~NC, SC, TAC~~
			~~Current Role:~~June 5, 2023) Independent Director (effective February 8, 2021)	Current Public Company Boards: ● Wolfden Resources Corp.	Past Public Company Boards: ● Orezone Gold ~~Corporation~~ ● Corp. Orezone Resources Inc. Premier Gold Mines Limited
		Background and Experience: ● Mr. Little is ~~an engineer,~~a Professional Engineer, geologist and entrepreneur who has developed mining projects in Canada, South America and Africa. He was the founder and CEO of Orezone Resources and Orezone Gold Corporation for over 20 years and built one of the most successful exploration adand mine development track records in Burkina Faso. He is and has been a director and advisor to other public companies and not for profit entities. Mr. Little ~~is a Professional Engineer and~~ holds a Bachelor of Science in Engineering (Geological) from ~~Queen's~~Queen’s University in ~~Kingston. Mr. Little~~Kingston and is also a designated graduate of the Institute of Corporate Directors (ICD.D). He is currently the President & CEO of Wolfden Resources. ● Our Board believes Mr. Little’s experience and skills developed as an executive officer and director for several publicly traded mining companies provide him with the appropriate background in matters related to mining operations and risk assessment and make him well-qualified to serve as a director of the Company.
		Affiliations, Memberships and Licenses:Professional Engineers of Ontario (P.Eng), ~~Professional Engineer (P.Eng);~~ Graduate of the Institute of Corporate Directors (ICD.D)

Allen Palmiere	Director since: 2021	Age: 71	Birthplace: Canada
		Committees: TAC
		Current Role: Director (effective January 1, 2021), President and Chief Executive Officer Current Public Company Boards: Dundee Corporation Maritime Resources Corp. Current Private Company Boards: Ferrox Holdings Ltd.		Past Public Company Boards: Breakwater Resources Ltd. Guyana Goldfields Ltd. Adriana Resources Inc. HudBay Minerals Inc. Barplats Investments Ltd. Silk Road Resources Ltd.
		Background and Experience:
		● Mr. Palmiere is a Chartered Accountant by training, with over 35 years of extensive experience in managing operations in national and international environments. Mr. Palmiere’s experience includes extensive operational and executive management roles in dynamic environments, M&A and financing. Mr. Palmiere’s former positions include Chief Executive Officer and Chairman of the Board, HudBay Minerals Inc., Executive Chairman, Barplats Investments Ltd., President and CEO, Silk Road Resources Ltd, Vice President, Chief Financial Officer, Zemex Corporation, President and Chief Executive Officer, Breakwater Resources Ltd. Mr. Palmiere has served on several boards of public companies and charitable organizations. ● Our Board believes Mr. Palmiere’s experience and skills developed as an executive officer and director for several publicly traded mining companies provide him with the appropriate background in matters related to finance and accounting, mining operations and risk assessment and makes him well-qualified to serve as a director of the Company.
		Affiliations, Memberships and Licenses: N/A

Lila Manassa Murphy iIndependent		Director since: 2021	Age: 52	Birthplace: U.S.A.
				Committees: AC, NC, SC
				Current Role: Independent Director (effective January 1, 2021) Current Public Company Boards: Green Brick Partners, Inc.	Past Public Company Boards: Dundee Corporation Past Non-Profit Boards: Sustainable Development Strategies Group
				Background and Experience:
				● Ms. Manassa Murphy, CFA, CPA has been the Chief Financial Officer of Dundee Corporation (TSX: DC.A) since May 2021. Her areas of oversight include Finance, Investor Relations, Information Technology, Legal, Compliance and Human Resources. Her experience during her tenure includes M&A, restructuring, establishing joint venture partnerships, and assessing investment and acquisition opportunities. She also sits on the board of Green Brick Partners (GRBK), a publicly traded, diversified homebuilding and land development company where Ms. Manassa Murphy maintains the role of Chair of their Audit Committee and a member of the Compensation Committee. Prior to her role at Dundee Corporation, Ms. Manassa Murphy had over 25 years of investment management experience and fiduciary responsibility, most recently as having founded Intrinsic Value Partners, which provided consulting services to family offices and asset management firms. Prior to that, she was Portfolio Manager for Federated Hermes, an ESG-focused investment firm with over $760 billion in assets under management and a dedicated focus on natural resources and hard assets. Previously, Ms. Manassa Murphy worked as an analyst with David W. Tice and Associates, focusing on gold and natural resources investing. She is a Chartered Financial Analyst and a Certified Public Accountant. She holds a Bachelor of Arts degree from New York University and is a member of the Latino Corporate Directors Association (LCDA). ● Ms. Manassa Murphy brings to the Board a combination of skills, experience, and diversity. Her background as both as a capital markets’ executive officer and Chief Financial Officer focused on mining finance, acquisitions and dispositions, while her work as a public company director provides her with a strong background in matters related to sustainability, finance, accounting, and risk assessment. Ms. Manassa Murphy is Latin American with a background that provides additional situational insights as well as her significant capital markets experience in the resource sector.
				Affiliations, Memberships and Licenses: Chartered Financial Analyst, Certified Public Accountant


AC	Audit Committee
CC	Compensation Committee
NC	Nominating & Governance Committee
SC	~~Safety,~~ Sustainability ~~& Technical~~ Committee
TAC	Technical Advisory Committee
**	Denotes Committee Chair


What are you voting on?	We are asking our shareholders to indicate their support for ~~our executive~~the compensation of ~~the~~our named executive officers as described in this proxy statement.


	Plante Moran 2020		Plante Moran 2019
Audit Fees	$	347,000	$	387,500
Audit Related Fees		105,700		30,929
Tax Fees		111,500		51,500
All Other Fees		16,992		14,383
Total Fees	$	581,1925	$	484,312

Name	Fees Earned or paid in Cash		Stock Awards		Option Awards⁽²⁾		All Other Compensation⁽³⁾		Total
Bill M. Conrad	$	392,000	$	-	$	80,755	$	1,863	$	474,618
Alex G. Morrison⁽¹⁾		187,000		33,160		71,459		1,863		293,482
Kimberly C. Perry⁽⁴⁾		98,664		-		-		-		98,664


	Letters to Shareholders


Name and Principal Position		Year	Salary		Bonus		Stock Awards ⁽¹⁾		Option Awards ⁽²⁾			Non-Equity Incentive Award	All Other Compensation			Total
Jason D. Reid ⁽³⁾	CEO, President	2020	$	630,000	$	280,000	$	67,329	$	191,663	$	-	$		510,113	$	1,679,105
	and Director	2019	$	630,000	$	204,000	$	378,548	$	-	$	31,500	$		9,727	$	1,253,775
		2018	$	630,000	$	-	$	157,499	$	763,233	$	169,470	$		9,508	$	1,729,710

John A. Labate (through August 14, 2020)	Chief Financial	2020		231,000		218,000		31,406		107,072		-			22,329		609,808
	Officer	2019		346,500		101,625		173,502		-		17,325			9,727		648,679
		2018		346,500		-		86,628		121,462		93,209			9,568		657,366
Kimberly C. Perry ⁽⁴⁾ (from August 10, 2020)	Chief Financial	2020		112,500		105,000		457,501		260,900	⁽³⁾	-			1,863		1,003,513
	Officer	2019		-		-		-		-		-			-		-
		2018		-		-		-		-		-			-		-

Richard M. Irvine⁽⁵⁾	Chief Operating	2020		383,931		133,500		29,910		22,164		-		18,196			587,701
	Officer	2019		399,269		97,500		165,238		-		16,500			16,858		695,365
		2018		352,710		-		82,501		115,622		88,770			14,483		654,086

Barry D. Devlin	Vice President	2020		346,500		139,275		31,406		46,458		-			10,113		573,752
	Exploration	2019		346,500		101,625		173,502		-		17,325			9,727		648,679
		2018		346,500		-		86,628		121,462		93,209			9,508		657,306

Gregory A. Patterson	Vice President Corporate	2020		220,000		81,000		14,170		32,462		-			28,006		375,638
	Development	2019		220,000		60,063		77,111		-		11,000			9,727		377,901
		2018		220,000		-		44,000		44,380		59,180			9,508		377,068


	Stock Awards
									Equity
									Incentive
									Plan
									Awards:
									Number of	Equity Incentive Plan
	Number of	Number of				Number of	Market		Unearned	Awards: Market or
	Securities	Securities				Shares or	Value of		Shares, Units	Payout Value of
	Underlying	Underlying				Units of	Shares Or		or Other	Unearned Shares,
	Unexercised	Unexercised				Stock That	Units That		Rights That	Units or Other Rights
	Options	Options		Option	Option	Have Not	Have Not		Have Not	That Have Not
NEO	Exercisable	Unexercisable		Exercise Price	Expiration Date	Vested	Vested ⁽¹⁾		Vested	Vested
	(#)	(#)		($)		(#)	($)		(#)	($)
Allen Palmiere	333,333	166,667	(2)	3.31	1/4/2031	-	-		-	-
-	106,938	53,470	(3)	2.41	3/21/2032	-	-		-	-
-	-	-		-	-	26,200	9,956	(4)	-	-
						87,868	33,390	(5)
-	-	-		-	-	188,475	71,621	(6)	-	-
2022 to 2024 PSU	-	-		-	-	-	-		131,801	50,882	(7)
2023 to 2025 PSU	-	-		-	-	-	-		188,475	62,366	(8)
Chet Holyoak	-	-		-	-	-	-	-	-	-
-	-	-		-	-	18,775	7,135	(5)	-	-
2022 to 2024 PSU	-	-		-	-	-	-		-	-
2023 to 2025 PSU	-	-		-	-	-	-		18,775	6,213	(8)
Alberto Reyes	53,469	26,735	(3)	2.41	3/21/2032	-	-		-	-
-	-	-		-	-	13,100	4,978	(4)	-	-
						43,934	16,695	(5)
-	-	-		-	-	90,331	34,326	(6)	-	-
2022 to 2024 PSU	-	-		-	-	-	-		65,900	25,441	(7)
2023 to 2025 PSU	-	-		-	-	-	-		90,331	29,891	(8)


			Termination by Company
Richard M. Irvine	Voluntary or		Without Cause or by Exec
	Termination		for Good Reason
	for Cause		Prior to COC			After COC			Death		Disability
Cash Compensation
Cash Severance		—	$	330,000	(1)	$	1,320,000	(2)		—		—
Acceleration of Unvested Equity
Restricted Share Units		—		—			139,040	(3)		—		—
Options		—		—			—	(4)		—		—
Benefits
Health Benefits (5)		—		22,680			22,680			—		—
Total	$	—	$	352,680		$	1,481,720		$	—	$	—


				Termination by Company
Barry D. Devlin		Voluntary or		Without Cause or by Exec
		Termination		for Good Reason
		for Cause		Prior to COC			After COC			Death		Disability
Cash Compensation
Cash Severance			—	$	346,500	(1)	$	1,386,000	(2)		—		—
Acceleration of Unvested Equity
Restricted Share Units			—		—			145,992	(3)		—		—
Options			—		—			—	(4)		—		—
Benefits
Health Benefits (5)			—		22,680			22,680			—		—
Total	$		—	$	369,180		$	1,554,672		$	—	$	—


	Option Awards							Stock Awards
Name		Number of Securities Underlying Unexercised Options Exercisable	Number of Securities Underlying Unexercised Options Unexercisable		Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options	Option Exercise Price	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested	Market Value of Shares Or Units That Have Not Vested	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested
		(#)	(#)		(#)	($)		(#)	($)	(#)		($)
Jason D. Reid		100,000	0		0	6.24	9/17/2023	-	-	-		-
		175,000	0		0	1.30	9/9/2025	-	-	-		-
		81,000	0		0	3.60	7/6/2026	-	-	-		-
		44,000	0		0	3.11	7/3/2027	-	-	-		-
		56,700	0		0	5.89	7/14/2028	-	-	-		-
		250,000	0		0	2.89	12/7/2028	-	-	-		-
John A. Labate		90,000	0		0	1.30	9/9/2025	-	-	-		-
		90,000	0		0	1.35	3/16/2026	-	-	-		-
		45,000	0		0	3.60	7/6/2026	-	-	-		-
		24,000	0		0	3.11	7/3/2027	-	-	-		-
		20,800	10,400	⁽¹⁾	0	5.89	7/14/2028	-	-	5,239	⁽²⁾	15,246
		-	-		-	-	-	-	-	44,930	⁽³⁾	130,746
Kimberly C. Perry		100,000	0		0	2.95	4/11/2029	-	-	-		-
		-	100,000	⁽⁴⁾	0	3.45	8/7/2030	-	-	-		-
		-	-		0	-	-	-	-	125,000	⁽⁴⁾	363,750
Richard M. Irvine		300,000	0		0	16.64	8/14/2022	-	-	-		-
		60,000	0		0	6.24	9/17/2023	-	-	-		-
		41,000	0		0	3.60	7/6/2026	-	-	-		-
		22,000	0		0	3.11	7/3/2027	-	-	-		-
		19,800	9,900	⁽¹⁾	0	5.89	7/14/2028	-	-	4,990	⁽²⁾	14,521
		-	-		-	-	-	-	-	42,790	⁽³⁾	102,109
Barry D. Devlin		240,000	0		0	13.63	1/3/2023	-	-	-		-
		60,000	0		0	6.24	9/17/2023	-	-	-		-
		41,667	0		0	1.30	9/9/2025	-	-	-		-
		45,000	0		0	3.60	7/6/2026	-	-	-		-
		24,000	0		0	3.11	7/3/2027	-	-	-
		20,800	10,400	⁽¹⁾	0	5.89	7/14/2028	-	-	5,239	⁽²⁾	15,246
		-	-		-	-	-	-	-	44,930	⁽³⁾	130,746
Gregory A.		60,000	0		0	6.24	9/17/2023	-	-	-		-
Patterson		33,334	0		0	1.30	9/9/2025	-	-	-		-
		27,000	0		0	3.60	7/6/2026	-	-	-		-
		15,000	0		0	3.11	7/3/2027	-	-	-		-
		7,600	3,800	⁽¹⁾	0	5.89	7/14/2028	-	-	2,662	⁽²⁾	7,746
		-	-		-	-	-	-	-	19,969	⁽³⁾	58,110