We are grateful for the support of our shareholders and various stakeholders throughout 2020 and look forward to reporting on our ongoing efforts to implement additional best-in-class governance practices as well as improving our operations as 2021 progresses.

Kind regards,

Alex Morrison

Chair, Gold Resource Corporation

Alex Morrison

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Dear Shareholders,

As our Chairman noted in his letter, I joined Gold Resource Corporation together with three new and highly accomplished independent directors, Ms. Lila Manassa Murphy, Mr. Joe Driscoll and Mr. Ron Little. These additions to the Company’s leadership add the expertise necessary to accomplish our strategic objectives of unlocking the value of our Mexican assets and achieving operational excellence, all while implementing best in class governance.

Our Don David Gold Mining Unit delivered solid production results during a demanding 2020 amid the pandemic. While COVID-19 is expected to remain a challenge in the short to medium term as vaccination rates ramp up, our team has done an admirable job managing the situation leaving us with a strong balance sheet which provides us with flexibility to reinvest capital in Mexico to increase the productivity and the life of the operations.

As part of joining the Company I had the opportunity to visit the Don David Mine and see firsthand the operations and the impressive Switchback and Arista vein systems. From an operations perspective, the construction work completed on the paste plant and the completed electrification project which connected us to the power grid, while providing access for the first time to electricity to approximately 25,000 homes in the communities in which we operate are examples of operational excellence and we intend to continue our focus on these sorts of initiatives. In 2020, we earned the Empresa Socialmente Responsable (“ESR” or “Socially Responsible Enterprise”) award for the seventh consecutive year. Accordingly, we are taking a holistic approach to understanding and capitalizing on the foundations laid in the areas of safety, community relations, environmental stewardship, operational excellence, and organic growth to unlock the value in our highly prospective ground package.

In 2021, construction of the dry stack tailings filtration plant and facilities will be completed. This project not only extends the life of the mine but it also contributes to water conservation and advances reclamation efforts in the open pit. 2021 exploration plans at both the underground mine and across our large land position have started to deliver promising results with an objective of replacing and increase proven and probable reserves.

These factors underscore the reasons for my attraction to Gold Resource Corporation, which I think provides an exceptional platform from which to grow and I look forward to reporting on our accomplishments throughout the year.

Kind regards,

Allen Palmiere

President & CEO, Gold Resource Corporation

Allen Palmiere

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About the Annual Meeting

Proxy Solicitation and Document Request Information

~~Proxy Summary~~

This summary highlights information contained elsewhere in the proxy statement. This summary does not contain all of the information that you should consider, and you should read the entire proxy statement carefully before casting your vote.

		1
~~Meeting Agenda~~Voting Information		Governance Highlights Since 2018 Annual Meeting2
Attending the Virtual Meeting	5
Where You Can Find Additional Information About Us	6
Incorporation By Reference	6
Proposal 1 – Election of ~~Four~~ Directors ~~(page 2)~~	~~Your~~ 7
Proposal 2 – Advisory Vote to Approve Executive Compensation (“Say-On-Pay”)	11
Proposal 3 – Ratification of Independent Auditor	12
Proposal 4 – Increase to Authorized Shares of Common Stock	14
Governance	15
Board ~~recommends a vote for each of the four nominees.~~Leadership Structure and Risk Oversight	15
Board Independence and Related Party Transactions	16
Director Compensation	18
The Board ~~will reduce the number of directors from five to four following the 2019 Annual Meeting to eliminate the vacancy created by Dr. Huber not standing for re-election.~~ and its Committees	21
Environmental, Social And Other Corporate Governance	~~New Member of Board of Directors~~24
 ~~The Board identified and appointed a well-qualified female director to~~Communications with the Board of Directors ~~thereby increasing diversity on the Board.~~	26
Code of Ethics and Whistleblower Policy		26
~~Advisory proposal on executive compensation (page 10)~~ ~~Your Board recommends a vote for the advisory (non-binding) proposal to approve the Company’s executive compensation program (known as a “say-on-pay” proposal).~~Executive Compensation		~~New Incentive Based Compensation Program~~ ~~The Company implemented a short-term incentive compensation plan that ties a portion of bonus pay to performance.~~ ~~In response to feedback from the Board and management, the Compensation Committee revised the short-term incentive compensation plan to better adjust for fluctuating cash reserves~~ 27
Compensation Discussion and Analysis		27
~~Ratify Independent Accountants (page 22)~~ ~~Your Board recommends a vote to ratify Plante Moran PLLC as the independent accountants selected to serve as our auditor for 2019.~~Our Executive Officers	33
Share Ownership and Reporting	~~Corporate Governance and Policies~~42
The Company continues to analyze and adjust where necessary its corporate governance policies, including the code of ethics, executive compensation clawback policy, board diversity policy and policies related to environmental matters, safety and health and local communities.Shareholder Proposals	43
Other Matters	45

~~2018 Summary Executive Compensation~~

& President

Non-Equity

Stock

Option

All Other

Name and Principal Position

Salary

Plan

Awards

Awards

Compensation

Total

Jason  Reid
Chief Executive Officer & President

$
630,000

$
169,470

$
157,499

$
763,233

$
9,508

$
1,729,710

John Labate
Chief Financial Officer

346,500

93,209

86,628

121,462

9,508

657,306

Richard Irvine
Chief Operating Officer

330,000

88,770

82,501

115,622

14,483

632,634

Barry Devlin
Vice President Exploration

346,500

93,209

86,628

121,462

9,508

657,306

Gregory Patterson
Vice President Corporate Development

220,000

59,180

44,000

44,380

9,508

377,068

~~2018 Pay-setting Considerations~~

~~Continued strong Company performance in challenging market~~

~~Successful start-up of Isabella Pearl Project~~

~~Exceeding target performance under short term incentive compensation plan~~

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Proxy Statement

GOLD RESOURCE CORPORATION, ~~2886 Carriage Manor Point,~~2000 South Colorado ~~Springs,~~Blvd, Suite 10200, Denver, Colorado ~~80906~~80222

Gold Resource Corporation (“~~we”, “our”,~~we,” “our,” “us” or “the Company”) is ~~sending you this proxy statement and a proxy card (or a Notice of Internet Availability of Proxy Materials, as applicable) in connection with the solicitation of~~soliciting proxies, on behalf of its Board of Directors (the “Board”), for the ~~2019~~2021 Annual Meeting of Shareholders (the “Annual Meeting”) to be held on ~~Thursday,~~Friday, June ~~20, 2019, at the Embassy Suites Hotel, 10250 E. Costilla Avenue, Centennial, Colorado 80112,~~4, 2021, or at any adjournment or postponement of the ~~meeting.~~Annual Meeting. This proxy statement, the enclosed proxy card or voting instruction form, and our ~~2018~~2020 annual report to shareholders, were first ~~provided~~made available to our shareholders on or about ~~May 3, 2019.~~April 23, 2021. All shareholders are invited to ~~attend~~participate, either virtually or in-person, in the ~~meeting~~Annual Meeting as described in ~~person.~~more detail in this proxy statement. Please submit your vote by Internet, telephone, ~~the Internet,~~mobile device or, if you received your materials by mail, you can also complete and return your proxy or voting instruction form.

About the Annual Meeting

~~Table~~Proxy Solicitation and Document Request Information

How We Will Solicit Proxies

Proxies will be solicited on behalf of ~~Contents~~the Board by mail, telephone, other electronic means or in person, and we will pay the solicitation costs, if any. We may use the services of our directors, officers, employees and contractors to solicit proxies, personally or by telephone, but at no additional salary or compensation. We will also request banks, brokers and others who hold our common stock in nominee names to distribute proxy soliciting materials to beneficial owners and will reimburse these institutions for their reasonable out-of-pocket expenses.

The cost of the Annual Meeting, including the cost of preparing and mailing the Annual Meeting materials, will be borne by us.

How We Use the E-Proxy Process (Notice & Access)

The “e-proxy” process, which was approved by the U.S. Securities and Exchange Commission (the “SEC”) in 2007, expedites our shareholders’ receipt of meeting materials, lowers the costs of proxy solicitation and reduces the environmental impact of our annual meeting.

If you received a Notice of Internet Availability of Proxy Materials (a “Notice”) and would like us to send you a printed copy of our proxy materials, please follow the instructions included in your Notice or visit the applicable online voting website and request printed materials to be mailed at no cost to you.

If you received printed materials and would like to sign up to receive proxy materials electronically in the future, you may do so by following the instructions below.

	●
~~Governance~~If you are a		2
record holder~~Proposal 1 – Election~~ (your name and share ownership is registered with our transfer agent) and you would like to receive future proxy materials electronically, please visit http://www.proxyvote.comand follow the instructions provided to request electronic delivery. If you choose this option, you will receive an e-mail with links to access the materials and vote your shares, and your choice will remain in effect until you notify us that you wish to resume mail delivery of ~~Directors~~these documents.		2
	~~2018 Director Nominees~~	2
	~~Board Structure~~	4
	~~Director Independence & Related Party Transactions~~	4
	~~Director Compensation~~	5
	~~Board Committees~~	6
	~~Communications with the Board~~	8
	~~Environmental, Social and Other Corporate Governance~~	8
~~Share Ownership and Reporting~~		9
~~Executive Compensation~~		10
~~Proposal 2 – Advisory Vote to Approve Executive Compensation~~		10
	~~Compensation Discussion & Analysis~~	11
	~~Executive Officers~~	15
	~~Compensation Tables~~	17
	~~Pay Ratio Disclosure~~	18
~~Audit Matters~~		22
~~Proposal 3 – Ratification of Independent Accountants~~		22
~~Shareholder Proposals~~		24
~~Voting and Meeting Information~~		25
	~~Proxy Solicitation~~	25
	~~Voting Information~~	26
	~~Attending the Meeting~~	28
	~~Where You Can Find More Information~~	28
	~~Incorporation by Reference~~	29

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●

If you are a beneficial owner (you hold your shares through a bank, broker or other intermediary) and you would like to receive future proxy materials electronically, please refer to the information provided by that intermediary for instructions on how to elect this option.

How Documents Will Be Delivered to Beneficial Owners Who Share an Address (Householding of Proxy Materials)

If you are the beneficial owner, but not the record holder, of shares of the Company’s stock, and you share an address with other beneficial owners, your broker, bank or other intermediary is permitted to deliver a single copy of this proxy statement and our 2020 annual report for all shareholders to your address, unless a shareholder has asked the nominee for separate copies. This process, which is commonly referred to as “householding,” potentially means extra convenience for shareholders and cost savings for companies.

●

To receive separate copies: If you would like to receive a separate copy of this proxy statement and our 2020 annual report, or the materials for future meetings, you should notify your broker to discontinue householding and direct your written request to receive a separate notice, proxy statement and annual report to Gold Resource Corporation, Attention: Investor Relations, 2000 South Colorado Blvd, Suite 10200, Denver, Colorado 80222, or by calling (303) 320-7708, and we will promptly deliver them to you.

●

To stop receiving separate copies: If you currently receive separate copies of these materials and wish to receive a single copy in the future, you will need to contact your broker, bank or other institution to request householding of these materials.

How Shareholders Can Request Copies of Our Annual Report

Upon request we will furnish to any shareholder without charge a copy of our 2020 annual report on Form 10-K. The annual report on Form 10-K includes a list of all exhibits thereto. We will furnish copies of such exhibits upon written request and receipt of payment of our reasonable expenses in so furnishing the exhibits.Each such request by a beneficial owner of our shares must include a good faith representation that, as of the record date, the person requesting was a beneficial owner of Gold Resource Corporation common stock entitled to vote at the Annual Meeting. You may request a copy by writing to Ann Wilkinson, Corporate Secretary, c/o Gold Resource Corporation, 2000 South Colorado, Suite 10200, Denver, Colorado 80222, or by calling (303) 320-7708.

Voting Information

Who May Vote

The Board has fixed the close of business on April 6, 2021 as the record date for the determination of shareholders entitled to notice of and to vote at the Annual Meeting. Only shareholders of record of our common stock at the close of business on that date are entitled to notice of and to vote at the Annual Meeting.

A list of shareholders entitled to vote at the Annual Meeting will be available for examination by any shareholder beginning May 24, 2021 at our principal executive offices and at the annual meeting as required by Colorado law.

How You Can Vote Before the Annual Meeting

We encourage shareholders to submit their votes in advance of the Annual Meeting. You can ensure that your shares are voted at the Annual Meeting by submitting your proxy via the Internet at www.proxyvote.comor by touch-tone telephone at (800) 690-6903 (following the instructions on your proxy card, voting instruction form or

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Notice). Or, if you received your materials by mail, you can also complete and return the proxy or voting instruction form in the envelope provided. If you vote in advance of the Annual Meeting using one of these methods, you may still participate and vote in person or electronically at the Annual Meeting.

How You Can Vote Electronically During the Virtual Annual Meeting

Shareholders who attend the virtual Annual Meeting at www.virtualshareholdermeeting.com/GORO2021 can submit their votes electronically during the Annual Meeting. Please follow the instructions on the website to cast your vote electronically during the virtual Annual Meeting. Because you will need the 16-digit control number included on your proxy card or your voting instruction form to login to the Annual Meeting, shareholders (including beneficial owners that hold shares through a bank, broker or other holder of record) do not need to obtain a proxy form to vote electronically during the Annual Meeting.

How You Can Vote In Person at the Annual Meeting

Only registered shareholders, or duly appointed proxyholders, are permitted to vote at the Annual Meeting. Most shareholders of the Company are “non-registered” shareholders because the shares they own are not registered in their names but are instead registered in the name of the brokerage firm, bank or trust company through which they purchased the shares. More particularly, a person is not a registered shareholder in respect of shares which are held on behalf of that person (the “Non-Registered Holder”) but which are registered either: (a) in the name of an intermediary (an “Intermediary”) that the Non-Registered Holder deals with in respect of the shares (Intermediaries include, among others, banks, trust companies, securities dealers or brokers and trustees); or (b) in the name of a clearing agency (such as The Depository Trust & Clearing Corporation, of which the Intermediary is a participant). The Proxy Materials that you receive, and who you receive them from, will vary depending upon whether you are a “non-objecting beneficial owner” (a “NOBO”), which means you have provided instructions to your intermediary that you do not object to the intermediary disclosing beneficial ownership information about you to the Company for certain purposes, or an “objecting beneficial owner” (an “OBO”), which means that you have provided instructions to your intermediary that you object to the intermediary disclosing such beneficial ownership information. If you are a NOBO, a request for voting instructions, or voting instruction form, from the Company, or its agent, is included with the Proxy Materials. Please return your voting instructions as specified in the request for voting instructions. If you wish to attend the Meeting and vote in person, write your name in the place provided for that purpose in the voting instruction form provided to you, in effect designating yourself as proxy and we will deposit it with our transfer agent. If you do not intend to attend the Meeting, or have an appointee do so on your behalf, but you wish your shares to be voted, please complete and return the information requested in the voting instruction form.

How You Can Change Your Vote

You may change your vote by revoking your proxy at any time before it is exercised, which can be done by delivering written notice of revocation to us, by delivering a new proxy bearing a later date, or by voting electronically or in person at the Annual Meeting. (Presence at the Annual Meeting by a shareholder who has submitted a proxy does not in itself revoke the proxy.) If you are the beneficial owner of shares held for you in a brokerage, bank or other institutional account, you must contact that institution to revoke a previously authorized proxy.

How Many Securities Are Entitled to Vote

Our voting securities consist of our $0.001 par value common stock. As of the record date, there were 74,439,205 shares of common stock outstanding. Each share of common stock is entitled to one vote for each director nominee and one vote for each of the other proposals to be voted on. Treasury shares are not voted.

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Voting Standards and Board Recommendations

Other than the matters identified below we know of no additional matters to be brought before the Annual Meeting:


VOTING ITEM	VOTING STANDARD⁽¹⁾	TREATMENT OF ABSTENTIONS, WITHHOLDS & BROKER NON-VOTES	BOARD RECOMMENDATION
Election of directors	Plurality of votes cast	A “withhold” vote with respect to any nominee will not affect the election of that nominee.	FOR
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” 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” the proposal.	FOR

(1) Assuming a quorum is present.
(2) Routine proposal.

Quorum. A quorum for a matter will be present if a majority of the shares of common stock issued and outstanding and entitled to vote as of the record date are present in person, attending virtually or represented by proxy at the Annual Meeting. For purposes of determining the presence of a quorum for a matter, shares present at the Annual Meeting that are not voted, such as abstentions and “broker non-votes,” will be treated as shares that are present at the Annual Meeting. If a quorum is not present in person or by proxy at the Annual Meeting, or if fewer shares are present in person or by proxy than the minimum required to take action with respect to any proposal presented at the Annual Meeting, the chair of the Annual Meeting or the shareholders entitled to vote at the Annual Meeting, present in person, virtually or by proxy, have the power to adjourn the Annual Meeting to a later date until a quorum is obtained.

Broker Non-Votes. Broker non-votes occur when a bank or broker has not received directions from its customer and does not have the discretionary authority to vote the customer’s shares that are present at the Annual Meeting. Brokers are only permitted to exercise discretion and vote on “routine proposals” (such as ratification of the independent auditor and the increase to authorized shares of common stock) without instructions from their customers.

We Have a Plurality Voting Standard for Director Elections. The five nominees for director receiving the greatest number of votes cast at the Annual Meeting in person or by proxy will be elected. You may vote “FOR” one or more of the nominees or you may vote “WITHHOLD” for one or more of the nominees. You may not cumulate your votes for the election of directors. Proxies cannot be voted for a greater number of directors than the number of nominees in the proxy statement.

How Proxies Will Be Voted

Proxies Will be Voted as Specified or as Recommended by the Board. The shares represented by all valid proxies that are received on time will be voted as specified. When a valid proxy form is received and it does not indicate specific choices, the shares represented by that proxy will be voted in accordance with the Board’s recommendations (in this case, “FOR” each director nominee and proposal).

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What Happens if Other Matters are Properly Presented at the Annual Meeting? If any matter not described in this proxy statement is properly presented for a vote at the Annual Meeting, the persons named on the proxy form will vote in accordance with their judgment.

What Happens if a Director Nominee is Unable to Serve? We do not know of any reason why any nominee would be unable to serve as a director. If any nominee is unable to serve, the Board can either nominate a different individual or reduce the Board’s size. If the Board nominates a different individual, the shares represented by all valid proxies will be voted for that nominee.

~~Governance~~Rights of Dissenters

No action is proposed at this meeting for which the laws of the state of Colorado or our Bylaws provide a right of our shareholders to dissent and obtain appraisal of or payment for such shareholders’ common stock.

Attending the Virtual Meeting

WHEN: June 4, 2021 at 9:00 a.m. Mountain Time

WHERE: Live webcast online at http://www.virtualshareholdermeeting.com/GORO2021

This year, the Annual Meeting will be conducted in-person and online via live webcast. All shareholders are invited to participate either in-person or online. If participating online, participants are encouraged to submit questions during the Annual Meeting by visiting www.virtualshareholdermeeting.com/GORO2021. Your attendance at the Annual Meeting does not automatically revoke a proxy previously submitted by you and we encourage shareholders to cast their votes by proxy even if they intend to participate in the Annual Meeting. Shareholders wishing to vote electronically during the Annual Meeting must follow the instructions for voting during the Annual Meeting discussed on page 3.

To participate in the Annual Meeting, you will need the 16-digit control number included on your proxy card or your voting instruction form. The Annual Meeting will begin promptly at 9:00 a.m. Mountain Time and we encourage you to access the website prior to the start time. Online access will be available beginning at 8:45 a.m. Mountain Time.

The virtual Annual Meeting platform is fully supported across web browsers (Internet Explorer, Firefox, Chrome and Safari) and devices (desktops, laptops, tablets and cell phones) running the most updated version of applicable software and plugins. Participants should ensure they have a strong Internet connection wherever they intend to participate in the virtual Annual Meeting. Participants should also allow plenty of time to login to ensure that they can hear streaming audio prior to the start of the Annual Meeting.

You can submit questions during the Annual Meeting after logging in to the virtual meeting platform at www.virtualshareholdermeeting.com/GORO2021. To submit a question, you may do so by typing the question into the “Ask a Question” field and clicking “Submit”. Please submit questions before the start time of the Annual Meeting, if possible. Management will attempt to address all appropriate questions relating to the formal portion of the Annual Meeting (the proposals being voted on) during the Annual Meeting, subject to time constraints. Any questions submitted that relate to the general business activities of the Company will be addressed after the business portion of the Annual Meeting, subject to time constraints. Management will also attempt to address and post publicly any questions that could not be answered due to time constraints after the Annual Meeting.

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Attending the Meeting in person

WHEN: June 4, 2021 at 9:00 a.m. Mountain Time

WHERE:Denver Marriott Tech Center, 4900 S. Syracuse Street, Denver, CO 80237

This year, the Annual Meeting will be conducted in-person and online via live webcast. All shareholders are invited to participate either in-person or online. If participating in person we look forward to seeing you in Denver. To participate in the Annual Meeting, please arrive at the Denver Marriott Tech Center by 8:30 a.m. Mountain Time and present yourself at the registration desk.

Where You Can Find Additional Information About Us

The principal executive office of our Company is located at 2000 South Colorado Blvd, Suite 10222, Denver, Colorado 80222. Our telephone number at this address is (303) 320-7708. Our common stock is traded on the NYSE American under the symbol “GORO.”

We file annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and other information with the SEC. As an electronic filer, our public filings are maintained on the SEC’s Internet site that contains reports, proxy statements, and other information regarding issuers that file electronically with the SEC. The address of that website is http://www.sec.gov.

Our annual report for the year ended December 31, 2020, including financial statements and schedules, is included with this proxy statement.

We maintain a company website at www.goldresourcecorp.comfrom which you can alternatively access the reports we file with the SEC. Our committee charters and other important corporate governance documents are also available on our website.

Incorporation By Reference

To the extent that this proxy statement is incorporated by reference into any other filing by the Company under the Securities Act of 1933 or the Securities Exchange Act of 1934, the sections of this proxy statement entitled “Compensation Committee Report” and “Audit Committee Report” (to the extent permitted by SEC rules) will not be deemed incorporated, unless specifically provided otherwise in such filing.

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PROPOSAL 1 -– ELECTION OF DIRECTORS


What are you voting on?	The Board has nominated for election at the Annual Meeting Messrs. Morrison, Palmiere, Driscoll and Little and Ms. Murphy to serve until the 2022 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.

What are you
voting on?þ

At the 2019 Annual Meeting, four directors are nominated for election to hold office until the 2020 annual meeting and until their successors have been elected and qualified. All nominees currently serve as directors of the Company. Gary Huber is retiring and will not stand for re-election at the 2019 Annual Meeting. The Board ~~has determined to reduce its size by one director immediately following the meeting to eliminate the vacancy that will be created by Dr. Huber not standing for re-election.~~

~~☑Your Board~~unanimously recommends a vote “FOR” ~~all~~the election of the ~~nominees listed below:~~following five nominees:

~~Bill M. Conrad~~
Alex G. Morrison i Independent	Director since: ~~2006~~2016	Age: 6257	Birthplace: ~~U.S.A.~~Scotland
		Committees: ACAC, CC, CC, NC
		Current Role:  ~~Chairman~~Chair of the Board (since ~~2014)~~January 1, 2021) Director (2016 through 2020)		Current Public Company Boards: ● Gold Standard Ventures Corp. ● Energy Fuels Inc. ● Dakota Territory Resource Corporation  ~~PetroShare Corp.~~ Past Public Company Boards: ● Detour Gold Corporation ● Pershing Gold Corporation ● Taseko Mines Ltd.
		 ~~SRC Energy Inc.~~Background and Experience:
	~~Background and Experience:~~
	 Mr. Conrad serves as Chairman of the Board of PetroShare Corp. and was formerly a director and officer of SRC Energy Inc. (formerly Synergy Resources Corporation). From 1990 to 2012, Mr. Conrad served as vice president, chief financial officer and a director of MCM Capital Management Inc., a privately-held financial management and consulting company he co-founded.
	 Our Board believes that the management and corporate finance experience developed by Mr. Conrad over 35 years serving as an executive officer and director of numerous private and publicly-traded companies, his extractive industry experience, as well as his familiarity with relevant accounting principles and financial statement presentation, qualifies Mr. Conrad to serve as a director.

~~Jason D. Reid~~		~~Director since:~~ ~~2010~~	~~Age:~~ 46	~~Birthplace:~~ ~~U.S.A.~~
		~~Committees:~~ ~~None~~
		~~Current Roles:~~  ~~Director~~  ~~Chief Executive Officer (since 2013) &~~  ~~President (since 2010)~~		~~Past Public Company Boards:~~  ~~Canamex Resources Corp.~~
		~~Background and Experience:~~
		 Mr. Reid joined the Company in May 2006 and previously served as our Vice President of Corporate Development prior to being appointed President and Chief Executive Officer. Mr. Reid was part of a management team that helped the Company evolve from an exploration stage start-up company to the dividend paying gold and silver producer it is today. Prior to joining the Company, Mr. Reid spent 13 years successfully operating two private businesses he founded. Mr. Reid received a Bachelor of Science degree in 1995 from Fort Lewis College.  ~~Mr. Reid is the brother-in-law of Greg Patterson, VP Corporate Development.~~
		 Our Board of Directors believes that Mr. Reid’s experience founding and operating his own business, as well as over twelve years of mining industry experience, significant participation in the development of business strategy and decision-making for the Company, and skills related to risk assessment and analyzing complex local issues in Mexico provides him with the appropriate experience and qualifications to serve as a member of our Board.
		~~Affiliations, Memberships and Licenses:~~
		 ~~Society of Economic Geologists~~
		 ~~Society for Mining, Metallurgy & Exploration (SME)~~

●

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~~Alex G. Morrison~~  ~~Independent~~	~~Director since:~~ ~~2016~~	~~Age:~~ 55	~~Birthplace:~~ ~~Scotland~~
	~~Committees:~~ AC, CC, NC**
	~~Current Role:~~  ~~Director~~		~~Current Public Company Boards:~~  ~~Taseko Mines Ltd.~~  ~~Gold Standard Ventures Corp.~~ ~~Past Public Company Boards:~~  ~~Detour Gold Corporation~~  ~~Pershing Gold Corporation~~
	~~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

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 ~~Chartered Professional Accountant~~

	~~Kimberly C. Perry~~Allen Palmiere  ~~Independent~~		Director since: ~~2019~~2021	Age: 4468	Birthplace: ~~U.S.A.~~Canada
				Committees: ~~Expected to serve on AC, CC, NC effective June 20, 2019~~None
				Current Role: Director (effective January 1, 2021)		~~Past~~Current Public Company Boards: ● Dundee Corporation Current Private Company Boards: ● Ferrox Holdings Ltd.  ~~Valcambi Gold Refinery (Audit~~Past Public Company Boards: ● Guyana Goldfields Ltd. ● Adriana Resources Inc. ● HudBay Minerals Inc. ● Barplats Investments Ltd. ● Silk Road Resources Ltd.
				Background and ~~Risk Committee Chair)~~ Experience:
			~~Background and Experience:~~
~~Ms. Perry is an accomplished leader with~~ ● Mr. Palmiere, a CA-CPA by training, has more than 2035 years ~~experience,~~ of ~~which 15 years are~~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 ~~senior~~China. Mr. Palmiere’s expertise includes operations, executive ~~positions. Most recently, Ms. Perry was treasurer~~management and ~~vice president at Alacer Gold~~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, ~~since 2013,~~ and ~~prior to that~~President and CEO, Breakwater Resources Ltd. Mr. Palmiere has also served as ~~compliance officer and~~a 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.~~
numerous public companies. ● Our Board believes ~~the~~Mr. Palmiere’s experience and skills developed ~~by Ms. Perry through her work in various finance, accounting~~as an executive officer and ~~information technology roles~~director for several ~~publicl-~~publicly traded mining companies ~~as well as past board experience,~~ provide ~~her~~him with the ~~desired~~appropriate background in matters related to finance and accounting, mining operations ~~financial reporting~~ and risk assessment and ~~qualify her~~make him well-qualified to serve as a director of the Company.
			Affiliations, Memberships and Licenses:
 ~~Certified Public Accountant~~


AC		~~Audit Committee~~
CC	~~Compensation Committee~~
NC	~~Nominating & Corporate Governance Committee~~
**	~~Denotes Committee Chair~~N/A

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Lila Manassa Murphy iIndependent	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 iIndependent	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

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Ron Little iIndependent		Director since: 2021	Age: 58	Birthplace: Canada
				Committees: AC, NC, SC, TAC
				Current Role: Independent Director (effective February 8, 2021)	Current Public Company Boards: ● Wolfden Resources Past Public Company Boards: ● Orezone Gold Corporation ● Premier Gold Mines Limited
				Background and Experience: ● Mr. Little is an 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 ad 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 University in Kingston. Mr. Little 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 Engineer (P.Eng); Graduate of the Institute of Corporate Directors (ICD.D)



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

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PROPOSAL 2 – ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION (“SAY-ON-PAY”)


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

The Board unanimously recommends a vote “FOR” the advisory vote to approve our executive compensation.

Pursuant to the requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), the Company seeks a non-binding advisory vote from the holders of a majority of the common stock entitled to vote and represented in person, virtually or by proxy at the Annual Meeting approving the compensation of our named executive officers as disclosed in this proxy statement in accordance with the compensation disclosure rules of the SEC. This proposal is also referred to as the “say on pay” vote. The most recent shareholder advisory vote concerning the frequency with which the Company will hold the advisory vote to approve compensation was at the 2017 annual meeting of shareholders. A majority of the shareholders indicated a preference to hold the shareholder advisory vote regarding executive compensation each year and the Company has proceeded to do so.

The Board and the Compensation Committee take seriously their role in the administration of the Company’s compensation programs and values input from shareholders. Although this proposal is non-binding, the Compensation Committee will consider the results of the advisory vote when determining future executive compensation decisions.

Our executive compensation programs are designed 1) to attract and retain top quality executive talent who can contribute to our long-term success and thereby build value for our shareholders, 2) to tie annual and long-term cash and equity incentive compensation to the achievement of measurable company and individual performance objectives, and 3) to align compensation incentives available to our executives with the goal of creating shareholder value. We urge shareholders to read the “Executive Compensation” section of this proxy statement, beginning on page 22, which contains tabular information and narrative discussion about the compensation of our named executive officers. The Compensation Committee and the Board believe that these policies are effective in implementing our compensation philosophy and in achieving our goals.

We are asking our shareholders to indicate their support for our executive compensation as described in this proxy statement. This proposal gives our shareholders the opportunity to express their views on our named executive officers’ compensation. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the philosophy, policies and practices described in this proxy statement. Accordingly, we are asking our shareholders to approve, on an advisory basis, the following resolution:

“RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the “Executive Compensation” section in the proxy statement for the Company’s 2021 Annual Meeting of Shareholders, is hereby APPROVED.”

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PROPOSAL 3 – RATIFICATION OF INDEPENDENT AUDITOR

What are you

voting on?

We are asking shareholders to ratify the appointment of Plante & Moran, PLLC (“Plante Moran”) as the independent auditor of our consolidated financial statements and our internal control over financial reporting for fiscal year 2021.

The Board unanimously recommends a vote “FOR” ratification of the appointment of Plante Moran as our independent auditor for 2021.

Although ratification of our independent auditor is not required by our bylaws or otherwise, the Board is submitting this proposal as a matter of good corporate practice. If the selection of Plante Moran as independent auditor for 2021 is not ratified by the shareholders, the Audit Committee may reconsider, but will not necessarily change, its selection of Plante Moran to serve as the Company’s independent auditor. Even if the selection is ratified, the Audit Committee may recommend a different independent auditor at any time during the year if it determines that this would be in the best interests the Company.

The following table sets out the aggregate fees billed by our principal auditor, Plante Moran, for services rendered during fiscal years 2020 and 2019 in connection with our annual audits and quarterly reviews, as well as for any other non-audit services provided by the firm:


	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

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 the audit of the effectiveness of our internal control over financial reporting included in our 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.

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.” For 2020, this category included the audit services provided in connection with the spin-off of the Nevada assets.

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 and technical tax advice related to the preparation of tax returns. For 2020, this category included the tax services provided in connection with the spin-off of the Nevada assets.

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

The Audit Committee’s policy is to pre-approve all services provided by the independent registered public accounting firm. These services may include audit services, audit-related services, tax services and other services. The independent auditors are required to periodically report to the Audit Committee regarding the extent of services provided by the independent registered public accounting firm in accordance with such pre-approval. During fiscal 2020, the Audit Committee approved in advance all services provided by Plante Moran.

In addition to the limitations on non-audit services, we periodically review our relationship with the independent auditors to ensure it meets the standards for independence. During its tenure with us, neither Plante Moran nor any of its respective members or associates, had any financial interest in the business or affairs, direct or indirect, or any relationship with us other than in connection with its duties as our independent auditors. Furthermore, the Audit Committee has determined that the non-audit services rendered by Plante Moran during fiscal 2020 and 2019 were compatible with maintaining the independence of the respective independent registered public accounting firms.

We expect representatives of Plante Moran to be present at the virtual Annual

Meeting and to be available to answer questions and make a statement if they wish.

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PROPOSAL 4 – INCREASE TO AUTHORIZED SHARES OF COMMON STOCK

What are you

voting on?

We are asking shareholders to approve an amendment to the Company’s articles of incorporation to increase the number of authorized shares of common stock from 100,000,000 shares to 200,000,000 shares (the “Authorized Shares Amendment”).

The Board unanimously recommends a vote “FOR” the Authorized Shares Amendment.

On March 22, 2021, the Board unanimously approved a resolution to amend our articles of incorporation to increase the amount of our authorized shares of common stock from 100,000,000 shares to 200,000,000 shares. The Board unanimously recommends that the shareholders approve the Authorized Shares Amendment. As of the record date, we were authorized to issue 100,000,000 shares of Company common stock, of which 74,439,205 are issued and outstanding.

Historically, the Company has maintained a tight capital structure. This tight capital structure has worked well for the Company’s business objectives for the last 10 years but has not facilitated significant growth through equity issuances. The Authorized Shares Amendment would enable the Company to issue additional shares of Company common stock from time to time as may be required for various business purposes, including but not limited to raising additional capital to further the development of the Don David Gold Mine, exploration opportunities in Oaxaca, Mexico and other strategic growth or acquisition opportunities as they arise. Without an affirmative vote to increase the authorized shares of Company common stock, the Company may have an insufficient number of issuable shares to advance its various business purposes.

The Authorized Shares Amendment would not change the terms of the Company’s shares of common stock, and the additional shares of common stock would have rights identical to the currently outstanding common stock. The Company does not currently have any specific plans to issue additional shares of Company common stock but expects to continue to issue shares of common stock under its equity compensation plans from time to time. In addition, the Board will continue to assess opportunities to issue shares of Company common stock from time to time in potential offerings for capital-raising purposes, including under our “at-the-market” equity program with H. C. Wainwright. The Board has not proposed an increase in the number of authorized shares of common stock with the intention of discouraging tender offers or takeover attempts relating to the Company.

The Board recognizes that the issuance of additional shares of Company common stock may dilute the existing holders of our common stock. However, the Board believes that these potential risks are outweighed by the benefit that an increase in the number of available shares would provide in terms of additional financing flexibility. The Board believes that retaining the ability to act swiftly on future opportunities that may require or be facilitated by additional stock issuances will benefit existing shareholders.

A copy of the Authorized Shares Amendment is attached to this proxy statement as Annex A. If the Authorized Shares Amendment is approved, we intend to file with the Secretary of State of the State of Colorado Articles of Amendment to Articles of Incorporation reflecting the Authorized Shares Amendment. The Articles of Amendment to Articles of Incorporation will be effective immediately upon filing with the Secretary of State of the State of Colorado. At any time prior to the filing of the Articles of Amendment to Articles of Incorporation with the Secretary of State of the State of Colorado, notwithstanding shareholder approval thereof and without further action by the shareholders, the Board, in its sole discretion, may abandon or delay the filing of the Articles of

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Amendment to Articles of Incorporation reflecting the Authorized Shares Amendment. Based on the foregoing, the Board deems it advisable and in the best interest of the Company that its shareholders approve the Authorized Shares Amendment.

Possible Anti-Takeover Effects of the Proposal

The Authorized Shares Amendment is not proposed by our Board in response to any known accumulation of our stock or threatened takeover. Nevertheless, the power of the Board to issue shares of common stock without shareholder approval could make it more difficult to remove our current management by diluting the stock ownership or voting rights of persons seeking to cause such removal and enable our management to discourage or impede a takeover of the Company. This could have a detrimental effect on the interests of any shareholders who wanted to tender their shares to the party seeking control or who would favor a change in control. In addition to the increase in the authorized shares of our common stock, certain provisions of our Articles of Incorporation, as amended, could be used by our management to prevent, delay or defer a sale or takeover of the Company that is favored by a majority of the independent shareholders without further vote or action by the shareholders.

Article IV of our Articles of Incorporation, as amended, grants our Board the authority to establish one or more series of Preferred Stock and to determine and prescribe the voting powers, distinguishing designations, preferences, limitations, restrictions and relative rights of the Preferred Stock, and any series of Preferred Stock. The issuance of Preferred Stock with either specified voting rights or rights providing for the approval of extraordinary corporate action could be used to create voting impediments or to frustrate persons seeking to effect a merger or to otherwise gain control of the Company by diluting their stock ownership. In addition, the ability of the Board to distribute shares of any class or series (within limits imposed by applicable law) as a dividend with respect to issued shares of Preferred Stock could also be used to dilute the stock ownership or voting rights of a person seeking to obtain control of the Company, and effectively delay or prevent a change in control without further action by the shareholders.

Except for the potential effects of the aforementioned provisions, there are no anti-takeover provisions in the Company’s Articles of Incorporation, as amended, bylaws or other governing documents. Our Board periodically evaluates the interests of the Company as it relates to any potential threats and may adopt a proposal or enter into another arrangement that may have material anti-takeover consequences in the future.

Governance

Board Leadership Structure and Risk Oversight

~~The Board does not have a formal policy regarding the separation of the~~Our CEO and Chair roles ~~of Chairman of the Board and chief executive officer, as the Board believes it is~~are separate. Mr. Morrison, our Chair, brings significant experience with over 30 years in the ~~best interest of our Company to make that determination periodically based on the status~~mining industry, serving in various executive and direction of our Company and the membership of the Board. At the present time, our Chairman and chief executive officer roles are separated. As the longest tenured director and with significant experience serving on boards for over thirty years, Mr. Conrad brings extensive knowledge of the Company’s history in addition to experience with various companies in natural resource industries.board positions. In his capacity as ~~Chairman,~~Chair, he works closely with Mr. ~~Reid,~~Palmiere, the Chief Executive Officer. The Board also does not have a formal policy that designates a lead independent director at this time; however, Mr. Conrad, as Chairman of the Board and the longest tenured independent director, leads meetings of the independent directors.

Companies such as ours face a variety of risks, including financial reporting, legal, credit, liquidity, operational, health, safety and ~~cybersecurity risk.~~cybersecurity. The Board believes an effective risk management system will (1) ~~timely identify~~identifies the material risks that we face in a timely manner, (2) ~~communicate~~communicates necessary information with respect to material risks to senior executives and, as appropriate, to the Board or relevant board committee, (3) ~~implement~~implements or ~~oversee~~oversees implementation of appropriate and responsive risk management and mitigation strategies consistent with our risk profile, and (4) ~~integrate~~integrates risk management into our decision-making.

The Board ~~as a whole~~ oversees risk management after receiving briefings from management and advisors ~~as well as~~and based on its own analysis and conclusions regarding the adequacy of our risk management processes. The Board, with

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assistance and input from its committees, continuously evaluates and manages material risks, including geopolitical and enterprise risk, financial risk, environmental risk, health and safety risk, and the effect of compensation structures on ~~undue~~ risk-taking ~~behavior.~~behaviors. By virtue of the ~~Board~~directors working closely with executive management, who in turn work closely with the mining operators, ~~at the mining units,~~we believe we have created ~~a lean~~an effective and efficient risk communication system that has increased collaboration and ~~faster~~ communication. ~~The Company continues to refine these processes in 2019, especially as the Nevada workforce grows, to further enhance risk management with expedited information sharing~~

Board Independence and ~~greater transparency between departments and between management and the Board.~~

~~Board Diversity~~Related Party Transactions

The Company has a ~~diversity~~ policy with regard to the consideration of diversity in identifying director nominees, which is available on the Company’s website at www.goldresourcecorp.com. In addition to gender diversity on the Board of Directors, gender diversity exists with two of the four executive officers. The Company continues to strive to nominate individuals with a variety of backgrounds and complementary skills so that, as a group, the Board possesses the appropriate talent, skills, and expertise to oversee our businesses. This assessment includes consideration of independence, expertise, mining and other industry background, age, gender, skills, geographic location and time availability, in the context of the needs of the Board and our Company.

The Nominating and ~~Corporate~~ Governance Committee ~~continues to review its process for evaluating relevant skillsets~~has determined that each of ~~directors and other factors to better identify potential needs to strengthen or gaps that~~the director nominees possess the competencies set forth in the Board ~~may desire~~Skills Matrix below that are necessary for the Board to ~~eliminate. Through this process,~~effectively fulfill its oversight responsibilities. The Board Skills Matrix is periodically updated to identify the ~~committee identified its most recent appointee, Kimberly C. Perry, as~~skills and experiences, if any, that are required due to changes in strategic focus of the Company.

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Board Skills Matrix

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

Our on-boarding program for new directors includes a female candidate with an appropriate industry background and skillset largely developed through financial and compliance-related work at various mining companies and as a past chair of an audit and risk committeediscussion of a ~~metal refining company.~~

~~Director Independence~~broad range of topics, including the background of the Company, the Board and ~~Related Party Transactions~~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 by NEO’s, 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.

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

●

~~Bill M. Conrad (independent);~~

~~Gary C. Huber (independent)~~

Alex G. Morrison (independent);

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●

Lila Murphy (independent);

~~Kimberly C. Perry~~●

Joe Driscoll (independent);

●

Ron Little (independent); and

●

~~Jason D. Reid.~~

Allen Palmiere.

An “independent” director is a director whom the Board ~~of Directors~~ 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 ~~(i)~~(1) a director, officer, director nominee or beneficial owner of greater than five percent of our common stock; ~~(ii)~~(2) the spouse, parents, children, siblings, or in-laws of any person named in ~~(i)~~(1); or ~~(iii)~~(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 of Directors.~~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.

~~2018~~ Director Compensation

~~We pay~~Non-executive director compensation was evaluated in early 2021 to ensure alignment with roles performed and shareholder interests. As a result 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 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, 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 the retainer structure used to compensate the Company’s non-executive directors. The outlined retainers below will be paid in cash unless the non-executive director elects to have the retainer paid in equity. At the non-executive director’s discretion, the equity can be in the form of deferred share units (“DSUs”) or stock grants, the terms of the DSUs are discussed below. Each DSU or unrestricted stock grant will be awared at the Company’s closing share price value at the date 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

Share-Based Awards and Deferred Share Unit

Effective January 1, 2021, the Board, on the recommendation of the Compensation Committee, implemented a program to issue DSUs. DSUs are a qualifying instrument under the terms of the Company’s 2016 Equity Plan. 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 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 are determined by the Compensation Committee at the time the DSUs are awarded and in compliance with the 2016 Equity Plan. Generally, DSUs will be settled at termination. Termination is deemed to occur on the earliest of (1) the date of voluntary resignation or retirement of the director from the Board; (2) the date of 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 of the Company or any of its affiliates. At the time of settlement, and at the discretion of the Compensation Committee, DSUs may be issued in the form of equity or cash after consideration of the financial condition of the Company.

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

Prior to 2021, we paid our ~~independent~~non-executive directors a monthly cash retainer fee based on factors including tenure, committee membership and chair duties. ~~In 2018,~~ Mr. Conrad received ~~$20,000~~$22,000 per month as Chairman of the Board. ~~Dr. Huber~~Mr. Morrison received $12,000 per month and ~~Alex~~Ms. Perry received $10,333 per month. Additionally, Mr. Conrad and Mr. Morrison received ~~$10,500 per month. Mr. Reid is not compensated separately for his service as a director. The Company expects that Ms. Perry will receive $8,333 per month in 2019 in connection with her appointment~~additional cash awards throughout the year related to the ~~Board.~~duties assumed.

~~During 2018, the directors each received bonuses and equity incentive awards~~

Table of stock options and RSUs which were calculated in reference to their annual retainer fee rates at 25% for cash bonus, and 40% for equity awards (allocated half to each of stock options and RSUs). The stock options were immediately vested and the RSUs vested six months from the date of grant.Contents

The table below summarizes the compensation of ~~our~~all independent directors who served any time during the fiscal year 2020 and whose compensation is not disclosed in the Executive Compensation Summary ~~Compensation~~ Table for the fiscal year ended December 31, ~~2018:~~2020:


Name	Fees Earned or paid in Cash		Stock Awards(1)		Option Awards(2)		Non-Equity Incentive Plan Compensation	All Other Compensation(3)		Total		Fees Earned or paid in Cash			Stock Awards			Option Awards⁽²⁾			All Other Compensation⁽³⁾			Total
Bill M. Conrad	$	298,676	$	48,003	$	48,273	-	$	3,790	$	398,742		$	392,000		$	-		$	80,755		$	1,863		$	474,618
Gary C. Huber		179,205		28,800		28,808	-		1,258		236,813
Alex G. Morrison		156,805		25,197		25,305	-		3,497		210,804

Alex G. Morrison⁽¹⁾														187,000			33,160			71,459			1,863			293,482
Kimberly C. Perry⁽⁴⁾														98,664			-			-			-			98,664

(1)

Mr. Morrison elected to receive 7,789 shares of common stock 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 of the Fortitude Gold Corporation spin-off.

(2)

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 and the options revalued accordingly.

(3)

“All Other Compensation” includes a gold 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.

~~_____________________~~

1~~All awards shown are RSUs at the grant date fair value determined pursuant to ASC Topic 718 and vested six months from the date of grant.~~

2Valued using the Black-Scholes-Merton option pricing model. Please refer to Note 16 to the consolidated financial statements included in our annual report on Form 10‑K for the year ended December 31, 2018 for certain assumptions made in connection with these estimates.

~~3 Includes value of gold and silver round and computers for Mr. Conrad and Mr. Morrison.~~

~~All directors are reimbursed for reasonable and necessary expenses incurred in their capacities as such.~~

520

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~~Board Committees and Meetings~~

The Board ~~of Directors~~and its Committees

The Board maintains an Audit Committee, a Compensation Committee, ~~and~~ a Nominating and Governance Committee, and a Safety, Sustainability and Technical Committee. ~~During~~The following table sets forth the ~~year ended December 31, 2018, the Board~~number of ~~Directors met twelve times, including one non-executive session. No director attended less than 75%~~meetings held by each committee of the Board ~~meetings held~~ during ~~2018. All directors attended the 2018 Annual Shareholders’ Meeting.~~fiscal 2020.


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

Audit Committee. The Audit Committee has been established to oversee the accounting and financial reporting of the Company and ~~is currently comprised~~comprises Alex Morrison (Chair), Lila Murphy and Ron Little as members, each of ~~Gary Huber as Chairman, Bill Conrad, and Alex Morrison. Each of the Audit Committee members is~~whom are independent under the NYSE American Rules. Among other duties, the Audit Committee is directly responsible for ~~engaging~~recommending the appointment, approving the compensation (including approval of the audit fees), retention and oversight of the independent registered public accounting firm ~~to conduct~~that audits our financial statements and our internal control over financial reporting. The Audit Committee annually reviews the ~~financial audit for the Company~~independence and ~~to confirm, prior to such engagement, that such independent registered public accounting firm is independent~~performance of the ~~Company.~~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;

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

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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 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. The Audit Committee also oversees~~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 ~~of Directors~~ has determined that ~~Dr. Huber,~~Mr. Morrison, the ~~Chairman~~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 ~~(i)~~(1) an understanding of generally accepted accounting principles and financial statements; ~~(ii)~~(2) the ability to assess the general application of such principles in connection with the accounting for estimates, accruals and reserves; ~~(iii)~~(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; ~~(iv)~~(4) an understanding of internal controls over financial reporting; and ~~(v)~~(5) an understanding of the ~~Audit Committee~~audit committee functions. ~~Dr. Huber~~Mr. Morrison acquired these attributes through his experience serving as chief financial officer, ~~and~~ a director of other publicly traded ~~companies.~~

~~The~~companies and in his experience in a public accounting firm. Each of the other members of the Audit Committee ~~held nine meetings during~~is financially sophisticated, as defined in the ~~last fiscal year and no Audit Committee member attended less than 75% of the meetings.~~ NYSE American Rules.

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.

Audit Committee ~~Report.~~ 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, ~~2018~~2020 with management and have ~~reviewed related written disclosures of~~discussed with Plante & Moran PLLC, our independent registered public accounting firm for ~~2018, as~~2020, the matters required to be discussed by ~~SAS 114,~~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 required by ~~Independence Standards Board No. 1 (Independence Standards Board Standard No. 1, Independence Discussions~~the PCAOB regarding Plante & Moran PLLC’s communication with ~~Audit Committees)~~the audit committee concerning independence and have discussed with Plante & Moran PLLC 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~~10-K for the year ended December 31, ~~2018~~.2020.

Respectfully submitted,

Alex Morrison (Chair and member)

Lila Murphy (member)

Ron Little (member)

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~~Gary C. Huber (Chairman and member)~~

~~Bill M. Conrad (member)~~

~~Alex G. Morrison (member)~~

Compensation Committee. The Compensation Committee, currently ~~comprised~~composed of ~~Bill Conrad (Chairman)~~Lila Murphy (Chair), ~~Gary Huber and~~ Alex Morrison and Joe Driscoll as members, each of whom are independent under the NYSE American Rules, is responsible for establishing the compensation of our ~~chief executive officer,~~CEO, reviewing and determining the compensation of our executive officers and non-executive directors and determining or recommending our general compensation, benefits, ~~and~~ 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 of the Compensation Committee members meets the definition of “independent” as defined in the NYSE American Rules.

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

In performing its functions, the Compensation Committee considers, among other things, the types and amounts of compensation that have been paid to our executives and directors in the recent past, as well as recent individual and overall Company performance. The Compensation Committee held four meetings during the last fiscal year and no Compensation Committee member attended less than 75% of the meetings.

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 ~~is comprised of~~comprises Lila Murphy (Chair), Alex Morrison ~~(Chairman), Gary Huber~~ and ~~Bill Conrad~~Joe Driscoll as members, each of whom ~~are~~is independent under the NYSE American Rules. The ~~Nominating and Governance Committee acts pursuant to its charter available on our website at~~ ~~www.goldresourcecorp.com. The Committee~~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 ~~for which~~ the ~~Committee~~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 ~~Corporate~~ Governance Committee ~~held one formal meeting during the last fiscal year and all committee members attended.~~acts pursuant to its charter available on our website at www.goldresourcecorp.com.

The ~~Committee~~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 ~~Jessica Browne,~~Ann Wilkinson, Corporate Secretary, ~~2886 Carriage Manor Point,~~2000 South Colorado ~~Springs, CO 80906.~~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 ~~“Proposals of Shareholders for Presentation at the Next Annual Meeting of Shareholders.~~“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:

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name and address of the shareholder making the recommendation;

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

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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.

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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.

~~Communications~~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), Lila Murphy and Ron Little. 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 ~~Board~~engagement of ~~Directors~~

~~Our Board of Directors maintains a policy of reviewing~~communities, government and ~~considering communications from our shareholders. Any shareholder who desires to contact the Board of Directors may do so by fax, telephone, or regular mail~~other stakeholders; (4) policies and activities related to the ~~Board~~sustainability of ~~Directors, via~~communities within the ~~attention~~areas of ~~our Corporate Secretary, Jessica Browne. Shareholders can also send electronic communications~~operations; and (5) policies and activities related to ~~the Board via e-mail~~sustainable use of renewable and non-renewable resources.

The Safety, Sustainability and Technical Committee acts pursuant to jessicabrowne@goldresourcecorp.com. Such communications may also be forwarded to the Board by mail in a sealed envelope addressed to an individual director, the non-management directors or the Board by mailing to our corporate headquarters in Colorado Springs. We will deliver the envelope unopened (1) if addressed to a director, to such director, (2) if addressed to the Board, to the Chairman of the Board who will report on the contents to the Board, or (3) if addressed to the non-management directors, to the Chair of the Audit Committee who will report on the contents to the non-management directors.

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

~~Code of Ethics~~

~~We maintain a written Code of Ethics, a copy of which is~~its charter available on our website at www.goldresourcecorp.com.

~~www.goldresourcecorp.com~~. Any amendments to or waiver of the Code of Ethics will be made available on our website within four business days following the date of the event. Such information will remain available on our website for at least 12 months.

Environmental, Social ~~and~~And Other Corporate Governance

The ~~Company formally adopted~~Safety, Sustainability and Technical Committee is charged with evaluation and oversight of the Company’s policies related to environmental, safety and health and ~~communities policies,~~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 Board continued its evaluation of these policies as part of its corporate governance program during 2018.~~

~~Prior to adopting any formal policies related to environmental or social issues, the~~The Company ~~was already~~has always focused on sustainability ~~by using recycled materials~~and investment in the ~~construction of its Oaxaca, Mexico mine camp~~local and reclaiming water wherever possible. In March of 2019, the Company announced the successful power line connection of its El Aguila Project in Oaxaca to the Federal Electricity Commission’s (Comisión Federal de Electricidad or CFE) power grid. The Company’s ability to connect to this line substantially reduces its environmental impact by reducing local carbon emissions by more than 90 tonnes per year. The new power line also improves local infrastructure allowing for first time access to electricity to approximately 25,000 families along the route. As part of its robust social programs, the Company also continues to sponsor medical clinics, school activities and social events in the localindigenous communities where it operates. Some examples include:

●

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

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

●

successful power line connection of its El Aguila Project in Oaxaca 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;

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

●

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

●

supporting local residents through educational scholarships.

For the seventh consecutive year, the Don David Gold Mine earned 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 and environmental protection programs within their local communities.

The Company ~~is required to~~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 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.

Additionally, in 2020, we prepared a reporting framework based on the Sustainability Accounting Standards Board (“SASB”) Metals and Mining Protocols. The 2020 report includes 2019 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.

The Company regularly ~~consult~~consults with the local and 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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~~Share Ownership~~Communications with the Board of Directors

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

~~As of April 29, 2019, there are~~


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

Such communications may also be forwarded to the Board by mail in a ~~total of 61,894,871 shares of~~sealed envelope addressed to an individual director or the Board by mailing to our ~~common stock outstanding, our only class of voting securities currently outstanding. The following table describes~~corporate headquarters in Denver, Colorado. We will deliver the ~~beneficial ownership of our voting securities as of April 29, 2019 by: (i) each of our directors,~~envelope unopened (1) if addressed to an individual director, ~~nominees and executive officers; (ii) all of our directors,~~to such director, ~~nominees, and executive officers as a group; and (iii) each shareholder known~~or (2) if addressed to usthe Board, to ~~own beneficially more than 5% of our common stock. Unless otherwise stated,~~ the ~~address where each~~Chair of the ~~individuals may be reached~~Board who will report on the contents to the other board members.

Our directors periodically review communications from shareholders and determine, at their discretion, whether the communication addresses a matter that is ~~our principal executive offices,~~ ~~2886 Carriage Manor Point, Colorado Springs, CO 80906. All ownership is direct, unless otherwise stated.~~

~~In calculating~~appropriate for consideration by the ~~percentage ownership for each shareholder, we assumed that any options owned by an individual exercisable within 60 days of this proxy statement are exercised, but not~~Board. Directors also attend the ~~options owned by any other individual. Certain information regarding the ownership~~annual meeting of shareholders ~~believed to beneficially own more than 5%~~and receive communications directly from shareholders at that time.

Code of ~~our common stock has been obtained from reports filed by these shareholders with the SEC.~~

Name and Address of Beneficial Owner

Number


Percentage (%)

Jason D. Reid (1)

1,546,896
(4)(5)

2.5
%
Bill M. Conrad (2)

541,990
(6)

*

Gary C. Huber (2)

314,786
(7)

*

Alex G. Morrison(2)

217,312
(8)

*

Kimberly C. Perry(2)

0

*

Jessica M. Browne (3)

376,607
(9)

*

Barry D. Devlin (3)

405,968
(10)

*

Richard M. Irvine (3)

445,910
(11)

*

John A. Labate (3)

283.301
(12)

*

Gregory A. Patterson (3)

942,277
(13)

1.5
%
Van Eck Associates Corporation

3,389,929

5.5
%
666 Third Ave. - 9th Floor

New York, NY 10017

BlackRock, Inc.

3,605,955

5.8
%
55 East 52nd St.

New York, NY 10055

All Officers and Directors as a Group

5,075,047
(4)(5)(6)(7)(8)(9)(10)(11)(12)(13)

7.8
%

*~~Less than 1%~~Ethics and Whistleblower Policy

1~~Officer and Director.~~

2~~Director.~~

3~~Officer.~~

4~~Includes 107,575 shares owned by the reporting person’s spouse,~~We maintain a written Code of Ethics, a copy of which ~~he disclaims beneficial ownership.~~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.

5~~Includes options~~The Company also maintains a Whistleblower Policy, a copy of which is available on our website at www.goldresourcecorp.com. We are committed to ~~purchase 343,666 shares which are currently exercisable.~~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.

6~~Includes options to purchase 313,400 shares which are currently exercisable.~~

7~~Includes options to purchase 288,400 shares which are currently exercisable.~~

8~~Includes options to purchase 204,500 shares which are currently exercisable.~~

9~~Includes options to purchase 366,334 shares which are currently exercisable.~~

10~~Includes options to purchase 379,667 shares which are currently exercisable.~~

11~~Includes options to purchase 394.666 shares which are currently exercisable.~~

12~~Includes options to purchase 268,000 shares which are currently exercisable.~~

13~~Includes options to purchase 341,334 shares which are currently exercisable.~~

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~~SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE~~

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our directors and executive officers and persons who beneficially own more than ten percent of a registered class of our equity securities, to file initial reports of ownership and reports of changes in ownership of our common stock and other equity securities with the U.S. Securities and Exchange Commission (“SEC”). Executive officers, directors and beneficial owners of greater than ten percent of our common stock are required by regulations of the SEC to furnish us with copies of all Section 16(a) reports they file. To our knowledge and based upon a review of the forms filed, all Section 16 reports were timely filed during 2018.

Executive Compensation

~~PROPOSAL 2 – ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION (“SAY-ON-PAY”)~~


What are you voting on?	~~We are asking shareholders to approve, on an advisory basis, the compensation of the named executive officers as described in this proxy statement~~

~~☑Your Board recommends a vote “FOR” the advisory vote to approve executive compensation~~

~~General Information~~

The Board of Directors and the Compensation Committee takes seriously their role in the administration of the Company’s compensation programs and values input from shareholders. Although this proposal is non-binding, the Compensation Committee will take into account the results of the advisory vote when determining future executive compensation decisions.

~~The most recent shareholder advisory vote concerning the frequency with which the Company will hold the advisory vote to approve compensation was at the 2017 annual meeting of shareholders~~. A majority of the shareholders indicated a preference to hold the shareholder advisory vote regarding executive compensation each year and the Company has proceeded to do so. Our executive compensation is described in the Compensation Discussion and Analysis ~~beginning on page 11 of this proxy statement and~~

At Gold Resource Corporation, the ~~compensation tables beginning on page 17 and encourages you to review these sections in determining how to vote on this proposal.~~

~~Compensation Committee Report~~

~~The~~newly constituted Compensation Committee is ~~pleased~~working to ~~present~~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 – an important element of executive compensation will be annual awards of equity-based compensation to encourage a focus on long-term shareholder value.

Pay forPerformance – 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 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 risk-taking is at acceptable levels and cash and equity awards are fiscally prudent.

We are confident that the ~~following Compensation Committee report:~~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

♦ We have ~~reviewed~~adopted an incentive compensation clawback policy

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

♦ Our compensation plans mitigate excessive risk taking

♦ We require minimum share ownership levels for executives and ~~discussed~~directors

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

♦ We have engaged an independent compensation consultant to assess our compensation philosophy and, going forward, to aid us in putting in place a compensation program for both management and directors that aligns our interests with ~~management the Compensation Discussion and Analysis set forth in this proxy statement. Based upon review~~that 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, 2018.~~Respectfully submitted,~~shareholders.

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What We Are Evaluating

~~Bill M. Conrad (Chairman and member)~~

~~Gary C. Huber (member)~~

~~Alex G. Morrison (member)~~

~~Compensation Discussion~~♦ We will develop a process to report and ~~Analysis~~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

The individuals who served as our principal executive officer and principal financial officer during the year ended December 31, ~~2018,~~2020, as well as the other individuals included in the Summary Executive Compensation Table below, are referred to as ~~“named~~named executive ~~officers”~~officers (“NEOs”) throughout this Compensation Discussion and Analysis.

~~We continued our review~~

Role of ~~various compensation programs, policies~~the Compensation Committee and ~~processes (both formal and informal) during 2018.~~ Chief Executive Officer

The Compensation Committee ~~has not retained~~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 of compensable corporate performance and alignment of individual annual objectives of other executive officers and employees;

●

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.

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Role of Independent Third-Party Compensation Consultant

In early 2021, the Compensation Committee engaged an outside consultant, Roger Gurr & Associates (the “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 Compensation Consultant reviewed the CEO, CFO and COO executive compensation levels and recommended a compensation ~~consultant. This~~philosophy, an updated peer group and a Performance Share Unit (“PSU”) retention program. The Compensation ~~Discussion~~Committee and ~~Analysis will discuss~~ the ~~information and decisions that shaped~~Board considered the ~~2018~~advice contained in the 2021 report when determining the fiscal 2021 executive compensation ~~determination~~program and ~~will also discuss some new changes expected in 2019.~~overall compensation philosophy.

~~Consideration~~The statement of ~~2018 Say-on-Pay Vote.~~ ~~At our 2018 Annual Shareholders’ Meeting, we submitted a shareholder advisory proposal regarding approval~~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.

Elements of Executive Compensation

As discussed above, our NEO compensation program for our named executive officers which was overwhelmingly approved. The Compensation Committee believed this result was due at least in part to the adoption of a performance-based component determined through a2021 comprises three main elements: base salary, an annual short-term incentive ~~compensation~~ plan ~~(the “STIP”~~(“STIP”) ~~which ties a portion of compensation to safety metrics~~cash award, and ~~relative total shareholder return. The first awards pursuant to the STIP were paid at the end of 2018 and will be discussed in more detail below.~~

~~Overview of Compensation Philosophy, Objectives and Policies.~~ We attempted to meet two main objectives when we designed our executive and employee compensation. First, the program is intended to be fully competitive so that we may attract, motivate and retain talented executives and key employees. Second, the program is intended to create an alignment of interests between our executives and key employees, on the one hand, and our shareholders, on the other, such that a portion of each executive’s or key employee’s compensation consists of equity awards. In this manner, if the price of our stock increases over time, our executive officers, key employees and our shareholders will benefit. The compensation program is designed to reward performance that supports our principles of building shareholder value, and may also recognize individual performance from time to time. The Compensation Committee is vested with the authority to review and recommend the compensation program structure and level of compensation for the executive officers, directors and key employees of the Company.

~~The compensation structure for 2018 for the named executive officers generally consists of salary and~~long-term equity-based incentive compensation ~~which includes both cash~~(“LTIP”) in the form of PSUs, RSUs and ~~equity awards. While we still~~stock options. We believe that this compensation structure appropriately aligns the interests of the executives ~~and key employees~~ with our shareholders by encouraging equity ownership through equity awards ~~of stock options~~ and ~~stock grants~~motivates our NEOs to ~~executive officers and key employees and to motivate our named executive officers and other key employees to contribute to an increase in~~maximize shareholder value, the Committee determined that consideration of relative shareholder return against a peer group would also be added as a component to the compensation program to further align these interests. While equity ownership is highly encouraged, we do not presently have a policy that requires our named executive officers or directors to own shares of our stock.value.

The Compensation Committee annually reviews and determines the level of compensation for the named executive officers. Our chief executive officer reports to the Compensation Committee regarding the individual performance of the other named executive officers. Additionally, the committee considers recommendations from the named executive officers regarding incentive compensation for key employees who report to that executive officer.

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~~Elements and Mix of Compensation.~~ The Compensation Committee utilizes multiple factors for determining the breakdown of executive compensation among base pay, bonus pay and other forms of compensation and takes into consideration all forms of compensation together. When making decisions about individual compensation packages, our consideration of base salary ranges for the named executive officers is primarily based upon negotiations with that officer, taking into consideration work experience, individual and overall Company performance, level of responsibility, impact on the business, tenure, potential for advancement within the organization and the potential liability of being an officer of a public corporation. Annual salaries for newly-hired executives are determined at the time of hire taking into account the above factors other than tenure. Changes in an executive’s base salary may also take into consideration recent compensation, including bonuses and equity-based compensation.

Pursuant to its revised employment agreements with its executive officers, the named executive officers’ base salaries were increased over prior years by anywhere from five to ten percent effective January 1, 2018. The Committee relied on the factors stated above in making such adjustments to the named executive officers’ base salaries, which had not been increased for several years. No additional adjustments to base salaries are expected for 2019.

As part of the extensive review of compensation philosophy and policies in ~~2018,~~early 2021, the ~~Committee~~Company redefined its compensation ~~goals and modified some components.~~structure. The overall structure ~~continues to consist~~consists of base salary and a mix of short-term and long-term compensation, but the Committee has determined that a flexible compensation structure that is comprised of a thoughtful combination of performance-based metrics and a discretionary component applied by the Compensation Committee best serves~~the overall compensation objectives of aligning executive compensation with shareholder returns.~~compensation. Annual total direct compensation (TDC) for ~~the named executive officers~~NEOs consists of base salary, ~~plus~~ short-term incentive and long-term incentive compensation. ~~Target~~55% to 75% of the executive’s TDC will be derived from performance-based measures. Initial 2021 TDC will be structured as follows:


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

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

Work with the Independent Compensation Consultant will continue to ensure target TDC levels for each executive will be set with reference to the TDC levels of a group of peer mining ~~development~~ 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 ~~have been~~will be set at the median of the ~~group~~Compensation Peer

Table of ~~peer comparator companies~~Contents

Group for target levels of performance with the opportunity to significantly exceed the median for ~~extraordinary~~superior performance levels. The ~~mechanism through which extraordinary performance will be rewarded~~initial 2021 Compensation Peer Group is a performance-levered short-term incentive (STI) payment with reference to base salary. Annual target performance levels are 150% of base salary for the CEO (250% for extraordinary performance) and 100% of base salary for the remaining executives (200% for extraordinary performance).defined as follows:


Peer Group
Americas Gold and Silver Corporation	Gran Colombia Gold Group
Argonaut Gold Inc.	Great Panther Mining Limited
Avino Silver & Gold Mines Ltd.	Harte Gold Corp.
Bear Creek Mining Corporation	Jaguar Mining Inc.
Calibre Mining Corp.	Orla 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 ~~STI opportunities include performance-based~~Compensation Peer Group was selected based on several factors including, but not limited to, gold and ~~discretionary components. Metric-based objectives represented 20%~~silver producers, operations in the Americas and market capitalization with a range of ~~base~~$100 million to $500 million.

2020 Executive Compensation

The key elements of the 2020 executive compensation plan were salary ~~(and up~~and the STIP bonus. Due to ~~40% for extraordinary performance), which is further broken down into 10% of base salary upon meeting certain~~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 ~~metrics~~ and ~~10% of base salary upon meeting~~ relative total shareholder return ~~criteria. Each metric-based objective are calculated~~(“TSR”) during 2020. As the Company suffered a fatality on ~~a linear basis as follows:~~

~~Safety Performance*:~~

Threshold
Target
Maximum
Metric
LTIFR** = 2.5
LTIFR = 1.5
LTIFR = 0
Payout Rate
50%
100%
200%

*Assumes no fatal accidents during the year. In the event a safety-related fatality occurs, the payout is zero.

** Lost Time Injury Frequency Rate

~~Relative Total Shareholder Return (Percentile vs. Peer Group***):~~

Threshold
Target
Maximum
Metric
25th Percentile
Median (50th Percentile)
100th Percentile
Payout Rate
50%
100%
200%

*** Peer group for Relative TSR includes: Avino Silver & Gold Mines, Ltd.; Americas Silver Corp.; Great Panther Silver Ltd.; Alio Gold Inc.; GoGold Resources Inc.; Endeavor Silver Corp.; Wesdome Gold Mines Ltd.; Silvercorp Metals Inc.; Argonaut Gold Inc.

~~Table of Contents~~

~~The remaining component of an STI payment is determined~~December 24, 2020 and performed in the ~~discretion~~bottom quartile of its previous peer group’s TSR, the non-equity incentive award was zero. The Compensation Committee ~~with a view primarily to the Company’s overall financial condition. In~~exercised its authority in determining the discretionary component of ~~STI,~~ the 2020 STIP. The Compensation Committee ~~considers~~considered several corporate and individual performance offactors, including, but not limited to, the following:

●

achievement of production ~~goals;~~

goals after considering the impact of COVID;

●

achievement of cost ~~goals;~~

goals and related profitability levels;

●

~~profitability levels;~~

balance sheet strength with regards to liquidity and capital structure;

●

business execution and advancement of ~~projects;~~capital projects and

long-term vision; and

●

other relevant measures of corporate and individual performance.

STI awards may be made in a combination of cash and/or equity awards after consideration of the financial condition of the Company, and the equity portion may still have a vesting component in order to encourage retention. The ~~measurement period for determining the amount of STI earned by the executive is December 1 to November 30 each year to enable payment of earned STI before the fiscal year end.~~

~~Issuances of equity-based long-term incentive awards (LTIs) under our~~ 2016 Equity Plan (the “Equity Plan”) that may be in addition to equity awards that comprise STI are at the discretion of the Compensation Committee in the form of stock options, restricted stock units, stock appreciation rights, performance shares and performance share units. These are proposed to align the long-term interests of the executives with those of shareholders and to motivate executives to create long-term shareholder value and encourage equity ownership. LTIs comprise the remaining portionfinal element of the total compensation package ~~including those~~is sign-on equity grants which typically consist of stock options and RSU’s. These grants are awarded when an executive accepts employment with the ~~Company.~~Company and are designed to ensure longer-term retention of the executive. The timing, level and value of such issuances of ~~LTIs will be based upon criteria~~the awards is determined inat the discretion of the Compensation ~~Committee. In order to create an element of executive retention, LTI awards will~~Committee and typically vest over a period of several years to be determined by the Compensation Committee. Stock options awarded are priced based on the closing market price of our common stock on the grant date, which in most cases is the date the Committee approves the award. The Compensation Committee may, in its discretion, modify existing awards subject to certain provisions of the Equity Plan and the listing requirements of the NYSE, and may not reprice any options or SARS without first obtaining shareholder approval under the terms of the Plan.encourage executive retention.

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.~~plan (for US residents). To the extent the ~~named executive officers~~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 ~~named executive officers~~NEOs do not typically receive perquisites nor do we maintain any deferred compensation plans.

The compensation for our directors is structured similar to that of our named executive officers, but directors do not participate in the STIP. Specifically, our directors receive a monthly cash retainer and may also receive a combination of cash and equity incentives in the form of cash bonuses or stock grants or options to purchase our common stock. The Compensation Committee reviews the form and amount of such compensation periodically to ensure that it is competitive and meeting our objectives discussed above.

~~2018 Performance Based Payments.~~ ~~Pursuant to the STIP metrics described above, the Company exceeded target for both metrics, having achieved LTIFR of 0.89 and RTSR percentile of 86.7%. Applying the linear application of the~~

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Table of Contents

Summary Executive Compensation Table

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.

~~payout metric where target was exceeded but maximum was not, it was determined that the applicable payout rate was 141%~~Table of ~~target for the LTIFR and 128% of target for the RTSR. The payments resulted as follows:~~Contents

Target Payout 100% of
10% Base Salary
Actual Payout at 141%
of Target
Executive Officer
Annual Salary
LTIFR = 1.5
LTFR=0.89
Jason Reid
$             630,000
$                             63,000
$      88,830
John Labate
$             346,500
$                             34,650
$      48,856
Rick Irvine
$             330,000
$                             33,000
$      46,530
Barry Devlin
$             346,500
$                             34,650
$      48,856
Greg Patterson
$             220,000
$                             22,000
$      31,020

Target Payout 100% of
10% Base Salary
Actual Payout at 128%
of Target
Executive Officer
Annual Salary
Percentile RTSR = Median
Percentile RTSR= 86.7
Jason Reid
$             630,000
$                             63,000
$      80,640
John Labate
$             346,500
$                             34,650
$      44,352
Rick Irvine
$             330,000
$                             33,000
$      42,240
Barry Devlin
$             346,500
$                             34,650
$      44,352
Greg Patterson
$             220,000
$                             22,000
$      28,160

Risk Assessment

The Compensation Committee ~~determined to settle~~considers the ~~performance based awards in cash in 2018.~~

~~2018 Non-Performance Based Payments.~~ ~~During 2018, individual named executive officer contribution continued to be significant in~~risk implications associated with our compensation policies and practices on an effort to maintain current staffing levels wherever possible as the Company began constructing its first mine in Nevada at the Isabella Pearl project. The Company relied primarily on cash flow to commence construction of the projecton-going basis and as a result, there was substantially less cash on hand than in previous years, despite positive operating statistics in Mexico. After evaluating the Company’s overall financial health, the value of awards achieved through the STIP and the continuing need for capital to fund the Nevada operations, the committee determined not to award additional discretionary cash bonuses, even though in the committee’s opinion, they would be warranted in many cases based on individual efforts. As part of an end-of-the-year recognition for all Company employees and non-employee directors, the Committee approved and each named executive received one gold and one silver round. The value of the rounds is included in the “All Other Compensation” column in the table below.

The Compensation Committee, during its annual compensation review and in an effort to incentivize and retain individuals, determined that a mix of stock options and RSUs under the Equity Plan would be an appropriate alternative to reward individual efforts without further impacting cash needed for operations. In previous years, the committee gave awards to all executives on the same basis; however, as part of its ~~modification~~annual compensation review. There are no identified risks arising from the Company’s compensation policies and practices that are reasonably likely to ~~the compensation philosophy and objectives, in 2018 and going forward, the committee structured grants of equity based awards on~~have a tiered approach. Certain named executive officers, including the CEO and CFO, were awarded equity awards equal to 60% of base salary, allocated 35% to non-qualified stock options and 25% to RSUs, as determined at the market price of our common stockmaterial adverse effect on the ~~grant date. Other~~Company. The executive ~~officers received equity awards equal~~compensation program seeks to ~~40% of base salary, allocated 20% to non-qualified stock options~~encourage actions and ~~20% to RSUs. Jason Reid, the CEO~~behaviors directed towards increasing long-term value while modifying and ~~President, received an additional award of 250,000 non-qualified stock options in recognition for extraordinary performance in executing~~limiting incentives that promote inappropriate risk-taking.

The Compensation Committee’s risk assessment and management is based on the ~~Company’s strategic vision~~underlying philosophy that guides the Committee in the design of ~~establishing a second mining unit~~the key elements of compensation as ~~well~~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 objectives against which performance is measured 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 ~~to retain his future services. All equity awards for the named executive officers are subject to a three-year vesting schedule.~~follows:

●

Business Continuity and Executive Retention Risk. Total compensation is reviewed annually to ensure it remains competitive year over year, and 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 have an important (and direct) impact on executive pay in that improvements in safety and environmental metrics are rewarded and negative environmental and safety events will negatively affect contingent compensation.

●

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). Our stock option plan has been limited to five million Common Shares under option 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 may be paid in cash based on the Common Share price at the time of payout, rather than by issuing stock.

●

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.

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~~Changes to Compensation Program for 2019~~. The Compensation Committee was generally pleased with the results of tying a portion of named executive officer compensation to performance. However, the level of payouts mandated under the STIP during a time when cash was scarce forced the committee to re-evaluate the structure of the STIP for 2019 and beyond. The committee has determined to amend the STIP for 2019 to reduce the target payouts to 5% of base salary for each metric (10% total), eliminate the linear payout application and rely instead on a step approach where payout occurs only upon achievement of the threshold or target, and to eliminate the 200% payout band which means target equals the maximum. The metrics remain as follows:

~~Safety Performance:~~

Threshold
Target (and Maximum)
Metric
LTIFR = 2.5
LTIFR = 1.5
Payout Rate
50%
100%

~~Relative Total Shareholder Return (Percentile vs. Peer Group):~~

Threshold
Target (and Maximum)
Metric
25th Percentile
Median (50th Percentile)
Payout Rate
50%
100%

~~There was no change to the peer group used to calculate relative total shareholder return or the plan measurement date.~~

The Compensation Committee believes these changes will reduce the financial burden on the Company created by requiring significant cash payments at such times when cash is not readily available. The Committee still intends to use its discretion to appropriately weigh the named executive officers’ individual performance and achievement of company objectives, as discussed above when determining STI. The committee believes it can strike an appropriate balance between rewarding extraordinary performance and maintaining our financial health. Clawback Policy

The Company maintains a clawback policy applicable to executive compensation in the event of misconduct on the part of executive ~~officers,~~officer, including any such misconduct that results in a restatement of its financial statements. The clawback policy is filed with the SEC as an exhibit to our annual report on Form ~~10‑K~~10-K for the year ended December 31, 2017.

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:

●

Stock Options: three-year vesting with a five-year expiry; 25% vest at issuance, 25% vest at each anniversary date for 3 years

●

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

●

PSUs: three-year vesting; 20% vest after one year; 30% vest after two years; 50% vest after three years – each vesting subject to fulfillment of performance goals by each vesting date.

Our Executive Officers

In addition to our ~~Chief Executive Officer~~CEO and President, ~~Jason Reid,~~Allen Palmiere, who also serves as a member of our Board ~~of Directors~~ 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:

Kimberly C. Perry~~John A. Labate. John Labate,~~, age ~~70,~~46, was appointed ~~interim~~ Chief Financial Officer in ~~May 2015 and accepted the permanent position in October 2015.~~August 2020. Prior to ~~his~~her appointment, heMs. Perry served as ~~a consultant in accounting and finance matters~~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 ~~since 2012~~in senior executive positions. Most recently, Ms. Perry was treasurer and vice president at Alacer Gold Corporation from 2013 to ~~the Company since January 2014. From August 2008 to February 2012, he served as Senior Vice President~~2019, and ~~Chief Financial Officer of Golden Star Resources Ltd., a gold mining company with securities listed on the NYSE American and TSX. Prior~~prior to that, ~~from March 2004~~as compliance officer and director of internal audit. From 2005 to August 2008 he was Vice President and Chief Financial Officer for Constellation Copper Corporation, a copper mining company with securities formerly traded on the TSX. Mr. Labate currently serves as a director for Solitario Zinc Corp. (NYSE American: XPL / TSX: SLR). Mr. Labate has over 30 years’ experience2012, Ms. Perry served in ~~the mining industry and held~~various senior ~~financial management positions in mining and technology companies, including chief financial officer positions~~roles at ~~Crown Resources Corporation~~

~~Table of Contents~~

~~and Applied Optical Technologies. Mr. Labate~~Newmont Mining Corporation. Ms. Perry received a ~~bachelor’s degree~~Bachelor of Science in ~~Accounting~~Business Administration from ~~San Diego State~~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 ~~(now Coeur Mining, Inc. NYSE:~~(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, ~~Fredericton~~ and a Bachelor’s degree in Mining Engineering in 1990 from Queen’s ~~University Kingston, Ontario.~~University.

~~Barry D. Devlin. Barry Devlin,~~33

Table of Contents

E. Ann Wilkinson. Ann Wilkinson, age ~~61,~~56, joined the Company ~~in January 2013~~ 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 ~~Exploration. From May 2007 through December 2012, he was Vice President, Exploration~~investor relations strategy, representing public companies in their respective relationships with ~~Endeavor Silver Corp. (NYSE: EXK, TSX: EDR), a silver mining company with operations in Mexico. Mr. Devlin has more than 30 years of professional experience in managerial phases of exploration~~the investment community and mine geology. He has participated in the discovery, acquisition and development of numerous mineral deposits in North and South America. Prior to his tenure at Endeavor Silver Corp., he served in various capacities with Hecla Mining Company (NYSE: HL) from May 1990 to April 2007, including as its Generative Exploration Manager, Exploration Manager—Guyana Shield, and Senior Geologist. Prior to joining Hecla Mining Company, Mr. Devlin workedacting as a ~~project geologist for various U.S.~~public spokesperson and ~~Canadian entities. Mr. Devlin is~~crisis management. Ms. Wilkinson holds a member of the Association of Professional Engineers and Geoscientists of British Columbia, Fellow of the Geological Association of Canada, and a member of the Society of Economic Geologists, Society for Mining, Metallurgy and Exploration and the American Exploration and Mining Association. He received his Bachelor of ~~Science Degree~~Arts, Economics from Western University in ~~Geology (with honors) in 1981 and Masters of Science Degree in Geology in 1987, both from the University of British Columbia, Vancouver, British Columbia.~~

~~Gregory A. Patterson~~. Greg Patterson, age 49, was appointed Vice President Corporate Development in October 2013. Since joining the Company in 2010, he has managed investor relations and participated in overall corporate strategy. Prior to joining the Company, Mr. Patterson spent 15 years in marketing and territory sales management for two manufacturers of precision laboratory instruments. He holds a Bachelor’s degree in Environmental Biology (1991) from the University of Colorado. Mr. Patterson is the brother-in-law of Jason Reid, CEO, President and a director of the Company.

~~Jessica M. Browne~~. Jessica Browne, age 42, joined the Company in June 2011 as its General Counsel and was appointed Corporate Secretary in January 2013 and Vice President Legal in April 2014. From 2002 until June 2011, Ms. Browne was in private practice at Denver area law firms, focusing her practice on corporate and securities law and mergers and acquisitions. Ms. Browne received a Masters of Science Degree in Taxation Law from the University of Denver in 2005, a Juris Doctor from the University of Colorado School of Law in 2001 and a Bachelor in Science in Business Administration ~~summa cum laude~~ ~~in 1997 from the University of Texas Dallas.~~London, Ontario, Canada.

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

Board.~~Table of Contents~~

~~Summary Compensation Table~~

The following table summarizes the total compensation of all persons serving as our Chief Executive Officer, Chief Financial Officer and our three most highly compensated other executive officers (“named executive officers”) during 2018:

Name and Principal Position



Year

Salary

Bonus

Stock
Awards (1)

Option
Awards (2)

Non-Equity
Incentive Plan
Compensation

All Other
Compensation

Total
(a)

(b)

(c)

(d)

(e)

(f)

(g)

(i)

(j)
Jason D. Reid

CEO, President

2018

$
   630,000

$
-

$
  157,499

$
763,233
$
169,470

$
9,508

$
1,729,710

and Director

2017

$
   600,000

$
150,000

$
  74,966

$
  99,440
$
-

$
5,766

$
930,172

2016

$
   600,000

$
300,000

$
  150,001

$
  235,226
$
-

$
18,688
(3)
$
  1,303,915

John A. Labate

Chief Financial

2018

346,500

-

86,628

121,462

93,209

9,508

657,306

Officer

2017

330,000

82,500

41,230

54,240

-

7,266

536,937

2016

330,000

190,000

82,501

234,087

-

7,181

843,769

Richard M. Irvine

Chief Operating

2018

330,000

-

82,501

115,622

88,770

14,483
(4)

632,634

Officer

2017

300,000

75,000

37,483

49,720

-

19,079
(5)

481,282

2016

300,000

150,000

74,999

119,065

-

17,933
(6)

661,997

Barry D. Devlin

Vice President

2018

346,500

-

86,628

121,462

93,209

9,508

657,306

Exploration

2017

330,000

82,500

41,230

54,240

7,266

536,937

2016

330,000

165,000

82,501

130,681

5,681

713,863

Gregory A. Patterson

Vice President

2018

220,000

-

44,000

44,380

59,180

9,508

377,068

Corporate Development

2017

200,000

50,000

24,990

33,900

-

18,878

327,768

2016

200,000

100,000

50,002

78,409

-

5,681

434,092

1~~All awards shown are RSUs at the grant date fair value determined pursuant to ASC Topic 718 and will vest in equal tranches over three years.~~

2Valued using the Black-Scholes-Merton option pricing model. Please refer to Note 16 to the consolidated financial statements included in our annual reports on Form 10‑K for the years ended December 31, 2018 and 2017, respectively, and Note 14 to the consolidated financial statements included in our annual reports on Form 10‑K for the year ended December 31, 2016, for certain assumptions made in connection with these estimates.

3~~Includes among other items $14,188 in gold and silver rounds valued at fair market value on date of gift.~~

4 Includes among other items $12,496 in payments for individual health plan to provide health care benefits that the executive is not eligible to receive through the health insurance plan maintained for all other employees.

5Includes among other items $14,702 in payments for individual health plan to provide health care benefits that the executive is not eligible to receive through the health insurance plan maintained for all other employees.

6Includes among other items $12,218 in payments for individual health plan to provide health care benefits that the executive is not eligible to receive through the health insurance plan maintained for all other employees.

Employment Agreements.

We maintain written employment agreements with each of our ~~named executive officers that became effective January 1, 2018.~~NEOs. The employment agreements have a one-year term from their effective date and are automatically ~~renewable~~renewed for subsequent one-year terms on each successive anniversary of the ~~effective date~~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 ~~named executive officer~~NEO receives base salary and is eligible for incentive compensation in the form of cash bonuses or equity

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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 inat the discretion of the Compensation Committee. ~~If we terminate~~

Allen Palmiere, President and Chief Executive Officer

Pursuant to an employment agreement ~~without cause we would be obligated to~~dated effective January 1, 2021, the Company will pay Mr. Palmiere an ~~amount equal to 12 months’~~annual base salary ~~(or 18 months in the case~~of $450,000. The agreement has no fixed expiry date 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 ~~chief executive officer) as provided in the agreements.~~

Company. ~~Change in Control.~~ ~~Pursuant to~~Under the terms of ~~these employment agreements, our named executive officers~~ 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 ~~event their~~table below.

Kimberly C. Perry, Chief Financial Officer

Pursuant to an employment ~~is terminated under for a “change in control.” In that event,~~agreement dated effective August 10, 2020, the ~~named executive officer~~Company will ~~receive 24 months’~~pay Ms. Perry an annual base salary ~~plus the prior two years’ actual or targeted~~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, ~~as a severance payment under the terms set forth in the agreement.~~

~~We presently know~~benefits, and change of ~~no agreements regarding a change in~~ control of the Company. ~~In the event of~~She would also be entitled to receive certain payments upon separation either before or after a change inof control, as summarized in the ~~future, our named executive officers are~~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 table below.

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Barry Devlin, Vice-President, Exploration

Pursuant to an employment agreement dated effective December 28, 2017, the Company will pay Mr. Devlin an annual base salary of $346,500. 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 table below.

As previously reported on Form 8-K filed with the SEC on February 3, 2021, Mr. Devlin notified the Company of his resignation effective February 28, 2021.

Greg Patterson, Vice-President, Investor Relations

Pursuant to an employment agreement dated effective December 28, 2017, the Company will pay Mr. Patterson an annual base salary of $220,000. 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.

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 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 of the Company. As previously reported on Form 8-K filed with the SEC on December 31, 2020, Mr. Reid resigned from the Company effective December 31, 2020 and received $500,000 and accelerated vesting of outstanding equity awards.

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.

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Estimated Termination and Change in Control Benefits

The tables below show compensation ~~benefits~~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 ~~described in “Employment Agreements”~~“COC”). The amounts shown assume that termination occurred on December 31, 2020 and the closing price per share on such date was $2.91. The actual amounts to be paid can only be determined at the time of such executive’s separation from the Company.


			Termination by Company
Allen Palmiere	Voluntary or		Without Cause or by Exec
	Termination		for Good Reason
	for Cause		Prior to COC			After COC			Death		Disability
Cash Compensation
Cash Severance		—	$	1,220,000	(1) (2)	$	1,990,000	(3)		—		—
Acceleration of Unvested Equity
Options		—		—			—	(4)		—		—
Benefits
Health Benefits (5)		—		11,016			22,032			—		—
Total	$	—	$	1,231,016		$	22,032		$	—	$	—

(1)

Cash severance is equal to the sum of (a) Mr. Palmiere's annual salary, plus (b) a prorated amount of his prior year bonus (inclusive of both STIP and LTIP components). To calculate the prorated bonus payable upon severance, the amount of his prior year bonus (inclusive of both STIP and LTIP components) 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.

(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 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 based on his target bonus amounts, specifically, a STIP target of $270,000 (60% of his salary) and a LTIP target of $500,000.

(4)

All unvested options will become vested. Because the exercise price ($3.31) of his 500,000 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 maintain Mr. 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.

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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
Cash Compensation
Cash Severance		—	$	300,000	(1)	$	1,200,000	(2)		—		—
Acceleration of Unvested Equity
Restricted Share Units		—		—			363,750	(3)		—		—
Options		—		—			—	(4)		—		—
Benefits
Health Benefits (5)		—		29,604			29,604			—		—
Total	$	—	$	329,604		$	1,593,354		$	—	$	—

(1)

Cash severance is equal to 12 months annual salary.

(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)

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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 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 targeted cash bonus in each case for the two years prior to the change of control.

(3)

All unvested RSU's will become vested (50,169). 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 10,400 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. Devlin for a period of 12 months following termination.

Pay Ratio Disclosure

Under Section 953(b) of the Dodd-Frank ~~Wall Street Reform and Consumer Protection~~ Act and related regulations promulgated by the SEC, the Company is required to provide the ratio of the annual total compensation of Mr. Reid, who served as the Company’s Chief Executive Officer for ~~2018,~~fiscal 2020, to the annual total compensation of the median employee of 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.

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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, ~~the Company~~we relied on ~~its~~our internal payroll data as ~~its~~our consistently applied compensation measure and used 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 ~~2018~~2020 as the exchange rate applied to compensation paid in foreign currency.

For purposes of providing this ratio, we are required to identify the median employee whose compensation is used to calculate the ratio at least once every three years. We identified a new median employee in 2018 as the growth in our Nevada operations has added significantly to the headcount in the U.S., and we believe these circumstances have a material impact on the determination of the median employee. The median employee of the Company was identified as an exempt, full-time employee located in the U.S. with an annualMr. Reid’s total compensation of $118,000 for 2018 calculated in accordance with Item 402(u)(2)(i) of Regulation S-K. Applying the same methodology to Mr. Reid’s compensation resulted in annual total compensation of $1,729,710 for 2018.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 ~~14.6~~17.7 to 1. We believe this disclosure is a reasonable estimate of our ~~Chief Executive Officer’s~~CEO’s annual pay compared to our median employee. Because the SEC rules permit companies to use different methodologies, exemptions and estimates for determining ~~median~~ employees and calculating the pay ratio, our pay ratio disclosure may not be comparable to the pay ratio disclosure reported by other companies.

1839

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~~2018~~2020 Grants of Plan-Based Awards

~~The named executive officers each received an award~~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 Ms. Perry and ~~RSUs during 2018 under~~ the ~~Company’s 2016 Equity Plan. None~~25% adjustment to unvested RSU’s and $1.00 price adjustment of ~~these awards are subject~~outstanding stock option prices related to ~~performance targets and each grant is subject to a vesting schedule.~~the spin-off of Fortitude Gold Corporation. The Company implemented its short-term incentive compensation plan in 2018, pursuant to which the named executive officers received cash awards. As discussed in the Compensation Discussion and Analysis Section above, the Compensation Committee ~~has revised~~determined the ~~short-term incentive plan for 2019 which reduces~~equity adjustments were appropriate after seeking the threshold, target and maximum payouts and the estimated future payout figures included in this table reflect this change. The table below shows certain information regarding plan-based awards to those named executive officers during fiscal 2018:

Estimated Future Payouts Under Non-Equity Plan Incentive Awards

Name

Grant
Date

Threshold
Target
Maximum

All other stock
awards:
Number of
shares of
stock or units

All other option awards:
Number of
securities
underlying
options

Exercise or base price
of option awards

Grant date fair
value of
stock and
option awards
(1)
(a)

(b)

($)
(c)
($)
(d)
($)
(e)

(#)
(i)

(#)
(j)

($/sh)
(k)

($)
(l)
Jason D.
Reid

7/14/2018

-
-
-

22,859

56,700

$
6.89

$
378,232

12/7/2018

-
-
-

-

250,000

3.89

542,500

31,500
63,000
63,000

-

-

-

-
John A. Labate

7/14/2018

-
-
-

12,573

31,200

$
6.89

$
208,089

17,325
34,650
34,650

-

-

-

-
Richard M. Irvine

7/14/2018

-
-
-

11,974

29,700

$
6.89

$
198,123

16,500
33,000
33,000

-

-

-

-
Barry D. Devlin

7/14/2018

-
-
-

12,573

31,200

$
6.89

$
208,089

17,325
34,650
34,650

-

-

-

-
Gregory A. Patterson

7/14/2018

-
-
-

6,386

11,400

$
6.89

$
88,380

11,000
22,000
22,000

-

-

-

-

~~(1)~~

The amounts shown represent the aggregate fair value of the award calculated as of the grant date in accordance with FASB ASC Topic 718. Assumptions used in the calculation of these amounts are included in Note 16 to the consolidated financial statements dated December 31, 2018 included in our annual report on Form 10‑K.

As discussed in the Compensation Discussion and Analysis above, each of the named executive officers received options to purchase our common stock and RSUs in July 2018 as long-term incentive compensation. All of those option awards have an exercise price of $6.89 per share and expire ten yearsinput from the date of grant. Both the stock option awards and the RSUs vest in equal installments over three years, with the options vesting on the anniversary of the date of grant and the RSUs vesting each year on August 15. Mr. Reid received an additional award of 250,000 stock options in December 2018 for recognition of extraordinary performance during the fiscal year as well as retention. These options have an exercise price of $3.89 per share, vest in three equal tranches on the anniversary of the date of grant and expire ten years from the date of grant.

a third-party valuation advisor.

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Outstanding Equity Awards at ~~2018~~2020 Fiscal Year-End

The following table summarizes the outstanding equity awards of our ~~named executive officers~~NEOs at the fiscal ~~year end~~year-end December 31, ~~2018:~~2020:


	Option Awards							Stock Awards

													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		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		200,000	0		0	3.95	4/23/2019	-	-	-		-		100,000	0		0	6.24	9/17/2023	-	-	-		-
		100,000	0		0	7.24	9/17/2023	-	-	-		-
		175,000	0		0	2.30	9/9/2025	-	-	-		-
		54,000	27,000	(1)	0	4.60	7/6/2026	-	-	10,870	(2)	43,480
		14,666	29,334	(3)	0	4.11	7/3/2027	-	-	12,166	(4)	48,664
		0	56,700	(5)	0	6.89	7/14/2028	-	-	22,859	(6)	91,436
		0	250,000	(7)	0	3.89	12/7/2028	-	-	-		-
														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	2.30	9/9/2025	-	-	-		-		90,000	0		0	1.30	9/9/2025	-	-	-		-
		60,000	30,000	(8)	0	2.35	3/16/2026	-	-	-		-
		30,000	15,000	(1)	0	4.60	7/6/2026	-	-	5,979	(2)	23,916
		8,000	16,000	(3)	0	4.11	7/3/2027	-	-	6,691	(4)	26,764
		0	31,200	(5)	0	6.89	7/14/2028	-	-	12,573	(6)	50,292
														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	17.64	8/14/2022	-	-	-		-		300,000	0		0	16.64	8/14/2022	-	-	-		-
		60,000	0		0	7.24	9/17/2023	-	-	-		-
		27,333	13,667	(1)	0	4.60	7/6/2026	-	-	5,435	(2)	21,740
		7,333	14,667	(3)	0	4.11	7/3/2027	-	-	6,083	(4)	24,332
		0	29,700	(5)	0	6.89	7/14/2028	-	-	11,974	(6)	47,896
														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	14.63	1/3/2023	-	-	-		-		240,000	0		0	13.63	1/3/2023	-	-	-		-
		60,000	0		0	7.24	9/17/2023	-	-	-		-
		41,667	0		0	2.30	9/9/2025	-	-	-		-
		30,000	15,000	(1)	0	4.60	7/6/2026	-	-	5,979	(2)	23,916
		8,000	16,000	(3)	0	4.11	7/3/2027	-	-	6,691	(4)	26,764
		0	31,200	(5)	0	6.89	7/14/2028	-	-	12,573	(6)	50,292
Gregory A. Patterson		225,000	0		0	11.90	6/23/2020	-	-	-		-
		60,000	0		0	7.24	9/17/2023	-	-	-		-
		33,334	0		0	2.30	9/9/2025	-	-	-		-
		18,000	9,000	(1)	0	4.60	7/6/2026	-	-	3,624	(2)	14,496
		5,000	10,000	(3)	0	4.11	7/3/2027	-	-	4,056	(4)	16,224
		0	11,400	(5)	0	6.89	7/14/2028	-	-	6,386	(6)	25,544

		100,000	0		0	7.24	9/17/2023	-	-	-		-
		116,666	58,334	(1)	0	2.30	9/9/2025	-	-	-		-
		27,000	54,000	(2)	0	4.60	7/6/2026	-	-	21,740	(3)	95,656
		0	44,000	(4)	0	4.11	7/3/2027	-	-	18,248	(5)	80,291
														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.

(2)	The award vest August 15, 2021.

(3)	The award vests as follows: fifty percent on or around December 9, 2021 and fifty percent on or around December 9, 2022.

(4)	The award vests as follows: one-third on or around August 7, 2021, one-third on or around August 7, 2022 and one-third on or around August 7, 2023.

~~(1) The award vests as follows: one-third on July 6, 2017, one-third on July 6, 2018 and one-third on July 6, 2019.~~

~~(2) The award vests as follows: one-third on or around August 1, 2017, one-third on or around August 1, 2018 and one-third on or around August 1, 2019.~~

~~(3) The award vests as follows: one-third on July 3, 2018, one-third on July 3, 2019 and one-third on July 3, 2020.~~

~~(4) The award vests as follows: one-third on or around August 15, 2018, one-third on or around August 15, 2019 and one-third on or around August 15, 2020.~~

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~~(5) The award vests as follows: one-third on July 14, 2019, one-third on July 14,~~ 2020 ~~and one-third on July 4, 2021.~~

~~(6) The award vests as follows: one-third on or around August 15, 2019, one-third on or around August 15, 2020 and one-third on or around August 15, 2021.~~

~~(7) The award vests as follows: one-third on or around December 7, 2019, one-third on or around December 7, 2020 and one-third on or around December 7, 2021.~~

~~(8) The award vests as follows: one-third on March 16, 2017, one-third on March 16, 2018 and one-third on March 16, 2019.~~

~~2018~~ Option Exercises and Stock Vested

The following table summarizes the options exercised by our ~~named executive officers~~NEOs and RSU awards vested and settled in shares of common stock during fiscal ~~2018:~~2020:


	Option Awards			Stock Awards

						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		Number of Shares Acquired on Exercise	Value Realized on Exercise	Number of Shares Acquired on Vesting	Value Realized on Vesting
		(#)	($)	(#)	($)
							(#)	($)	(#)	($)
Jason D. Reid		400,000	504,000	16,952	93,873		-	-	121,257	393,100
John A. Labate		60,000	251,185	9,323	51,627		-	-	7,537	31,052
Kimberly C. Perry							-	-	5,446	21,348
Richard M. Irvine		83,334	248,752	8,476	46,936		-	-	7,033	28,976
Barry D. Devlin		83,333	336,422	9,323	51,627		-	-	7,537	31,052
Gregory A. Patterson		33,333	125,472	5,650	31,287		-	-	4,157	17,127

Share Ownership and Reporting

As of April 6, 2021, there are a total of 74,439,205 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 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, Suite 10200. Denver, Colorado 80222. All ownership is direct, unless otherwise stated.

In calculating the percentage ownership for each shareholder, we assumed that any options owned by an individual exercisable within 60 days of the date of this proxy statement are exercised, but not the options owned by any other individual. Certain information regarding the ownership of shareholders believed to beneficially own more than 5% of our common stock has been obtained from reports filed by these shareholders with the SEC.



	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%

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~~Audit Matters~~

~~PROPOSAL 3 – RATIFICATION OF INDEPENDENT ACCOUNTANTS~~

~~What are you~~

~~voting on?~~

~~We are asking shareholders to ratify the selection of Plante Moran PLLC as the independent accountants selected to serve as our auditor~~ ~~for 2019.~~

~~☑Your Board recommends a vote “FOR” ratification of the appointment of Plante Moran PLLC as the independent public accountants selected to serve as our auditor for 2019~~

Although ratification is not required by our bylaws or otherwise, the Board is submitting this proposal to the shareholders as a matter of good corporate practice. If the selection is not ratified, the Audit Committee will consider whether it is appropriate to recommend another independent auditor. Even if the selection is ratified, the Committee may recommend a different independent auditor at any time during the year if it determines that this would be in the best interests the Company.

~~Plante Moran has served as our independent accountants since October 1, 2018.~~

~~Auditor Review and Engagement Process~~

The Audit Committee is directly responsible for the appointment, compensation (including approval of the audit fees), retention and oversight of the independent accountants that audit our financial statements and our internal control over financial reporting. The Audit Committee annually reviews the independence and performance of the independent accountants in deciding whether to retain the current firm or engage a different independent accounting firm. In the course of these reviews, the 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;~~

(1)

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

Director

(2)

Officer

~~an analysis~~(3)

Mr. Reid was the CEO of the ~~auditor’s known legal risks~~Company until December 31, 2020 and ~~any significant legal or regulatory proceedings~~owns options to purchase 706,700 shares which are currently exercisable until December 31, 2022.

(4)

Mr. Palmiere also holds options to purchase 500,000 shares that have not vested and therefore have not been included.

(5)

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

(6)

Includes DSUs awarded when joining the BOD in ~~which it is involved;~~

2021.

(7)

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

Includes options to purchase 100,000 shares which are currently exercisable.

(8)

~~the appropriateness of the fees for audit and non-audit services, both on an absolute basis and compared~~Includes options to ~~peer firms;~~

purchase 442,800 shares which are currently exercisable.

(9)

~~independence;~~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.

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

~~Change~~

Share Ownership Policy

Based on a recommendation by the Compensation Committee, the Board adopted in ~~Independent Accountants~~

~~Effective October 1, 2018, EKS&H LLLP (“EKS&H”),~~early 2021 a Share Ownership Policy in order to set out share ownership guidelines which will enhance alignment of the ~~independent registered public accounting firm for~~interests of directors and executive officers of the Company ~~combined~~ with Plante & Moran PLLC (“Plante Moran”). As a result of this transaction, on October 1, 2018, EKS&H resigned as the independent registered public accounting firm for the Company. Concurrent with such resignation, the Company’s Audit Committee approved the engagement of Plante Moran as the new independent registered public accounting firm for the Company.

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its shareholders. Minimum share ownership levels must be achieved within five years.

The ~~audit reports~~CEO is required to own equity of EKS&H on the Company’s financial statements for the years ended December 31, 2017 and 2016 did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope or accounting principles.

~~During the two most recent fiscal years ended December 31, 2017 and 2016 and through the subsequent interim period preceding EKS&H’s resignation, there were no disagreements between~~ the Company having a value equal to three times the gross amount of his annual base salary, the CFO and ~~EKS&H on any matter~~COO must own equity having a value equal to one and a half times the gross amount of ~~accounting principles~~his or practices, financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of EKS&H would have caused them to make reference thereto in their reports on the Company’s financial statements for such years.

During the two most recent fiscal years ended December 31, 2017 and 2016 and through the subsequent interim period preceding EKS&H’s resignation, there were no reportable events within the meaning set forth in Item 304(a)(1)(v) of Regulation S-K.

During the two most recent fiscal years ended December 31, 2017 and 2016 and through the subsequent interim period preceding Plante Moran’s engagement, the Company did not consult with Plante Moran on either (1) the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that may be rendered on the Company’s financial statements, and Plante Moran did not provide either a written report or oral advise to the Company that Plante Moran concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (2) any matter that was either the subject of a disagreement, as defined in Item 304(a)(1)(iv) of Regulation S-K, or a reportable event, as defined in Item 304(a)(1)(v) of Regulation S-K.

~~Fees Paid to Independent Accountants~~

~~The following table sets forth the fees billed by our principal auditor in 2018 and 2017 for services rendered in connection with our~~her annual ~~audits and quarterly reviews, as well as for any other non-audit services provided by the firm:~~

EKS&H/Plante Moran
2018


EKS&H
2017
Audit Fees

$
359,424

$
336,179
Audit Related Fees

--

--
Tax Fees

39,700

99,288
All Other Fees

51,000

22,500
Total Fees

$
450,124

$
457,967

~~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 the audit of the effectiveness of our internal control over financial reporting included in our 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.

~~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 and technical tax advice related to the preparation of tax returns.

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

~~Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services~~

The Audit Committee’s policy is to pre-approve all audit and non-audit services provided by the independent registered public accounting firm. These services may include audit services, audit-related services, tax services and other services. The independent auditorsbase salary. Non-executive directors are required to ~~periodically report~~own equity, including DSUs, of the Company 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 ~~Audit Committee regarding the extent of services provided by the independent registered public accounting firm~~Company’s Anti-Hedging Policy adopted in ~~accordance with such pre-approval.~~

During fiscal 2018, the Audit Committee approved in advance all audit and non-audit services to be provided by EKS&H and Plante Moran. The Audit Committee has determined that the non-audit services rendered by EKS&H amd Plante Moran during fiscal 2018 and 2017 were compatible with maintaining the independenceearly 2021, no director or officer of the ~~respective independent registered public accounting firms.~~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.

~~Auditor Independence~~

~~We expect representatives of Plante Moran to attend the 2019 Annual Meeting to be available to answer questions and make a statement if they wish.~~

Shareholder Proposals

~~Shareholder Proposals~~

We are not aware of any shareholder proposals for the ~~2019~~2021 Annual Meeting. We anticipate that the next annual meeting of shareholders will be held in ~~June 2020.~~May 2022. 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~~14a-8 of the 1934 Act, and it must be received at our principal executive offices no later than December ~~31, 2019~~21, 2021 in order to be considered for inclusion in the proxy statement for the ~~2020~~2022 annual meeting of shareholders.

Shareholders who intend to nominate a director at the ~~2020~~2022 annual meeting of shareholders without including such proposal in the ~~2020~~2022 proxy statement must provide us with notice of such proposal no later than 90ninety days before the date of the annual meeting, or within 20twenty days from any announcement of the annual meeting details, if such announcement is made within 90ninety days or less from the date of the ~~meeting. Shareholders who intend~~Annual Meeting.

As to any proposal that a shareholder intends to present ~~any~~to shareholders other ~~proposals without including such~~than by inclusion in our Proxy Statement for our 2022 annual meeting of shareholders, the proxies named in our proxy for that meeting will be

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entitled to exercise their discretionary voting authority on that proposal inunless we receive notice of the ~~2020 proxy statement must provide notice~~matter to ~~us of such proposal no~~be proposed not later than March ~~20, 2020.~~ 6, 2022. 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 ~~meeting~~Annual Meeting is held.

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Other Matters

~~Voting~~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 ~~Information~~

~~PROXY SOLICITATION AND DOCUMENT REQUEST INFORMATION~~

~~How We Will Solicit Proxies~~

~~Proxies will be solicited on behalf~~and any postponements and adjournments thereof, it is the intention of the ~~Board by mail, telephone, other electronic means or~~proxy holders named in ~~person, and we will pay~~ the ~~solicitation costs, if any. We may use~~proxy to vote in their discretion on all matters on which the services of our directors, officers, employees and contractors to solicit proxies, personally or by telephone, but at no additional salary or compensation. We will also request banks, brokers and others who hold our common stock ~~in nominee names to distribute~~represented by such proxy ~~soliciting materials to beneficial owners and will reimburse these institutions for their reasonable out-of-pocket expenses.~~

~~The cost of the meeting, including the cost of preparing and mailing the meeting materials, will be borne by us.~~

~~How We Use the E-Proxy Process (Notice & Access)~~

Since 2012, we have distributed proxy materials to certain of our shareowners over the Internet by sending them a Notice of Internet Availability of Proxy Materials that explains how to access our proxy materials and vote online. Many other companies have transitioned to this more contemporary way of distributing annual meeting materials. This “e-proxy” process, which was approved by the SEC in 2007, expedites our shareholders’ receipt of these materials, lowers the costs of proxy solicitation and reduces the environmental impact of our annual meeting.

If you received a Notice and would like us to send you a printed copy of our proxy materials, please follow the instructions included in your Notice or visit the applicable online voting website and request printed materials to be mailed at no cost to you.

~~If you received printed materials and would like to sign up to receive proxy materials electronically in the future, you may do so by following the instructions below.~~

~~If you are a~~ ~~record holder~~ ~~(your shares are registered in your name with our transfer agent, Computershare) and you would like to receive future proxy materials electronically, please visit~~ ~~http://www.proxyvote.com~~ and follow the instructions provided there to request electronic delivery. If you choose this option, you will receive an e-mail with links to access the materials and vote your shares, and your choice will remain in effect until you notify us that you wish to resume mail delivery of these documents.

~~If you are a~~ ~~beneficial owner~~ (you hold your shares through a bank, broker or other intermediary) and you would like to receive future proxy materials electronically, please refer to the information provided by the intermediary for instructions on how to elect this option.

~~How Documents Will Be Delivered to Beneficial Owners Who Share an Address (Householding of Proxy Materials)~~

If you are the beneficial owner, but not the record holder, of shares of the Company’s stock, and you share an address with other beneficial owners, your broker, bank or other institution is permitted to deliver a single copy of this proxy statement and our 2017 annual report for all shareholders at your address, unless a shareholder has asked the nominee for separate copies. This process, which is commonly referred to as “~~householding,” potentially means extra convenience for shareholders and cost savings for companies.~~

~~To receive separate copies~~: If you would like to receive a separate copy of this proxy statement and our 2017 annual report, or the materials for future meetings, you should notify your broker to discontinue householding and direct your written request to receive a separate notice, proxy statement and annual report to Gold Resource

~~Table of Contents~~

~~Corporation, Attention: Investor Relations, 2886 Carriage Manor Point, Colorado Springs, Colorado, 80906 or by calling (303) 320‑7708, and we will promptly deliver them to you.~~

~~To stop receiving separate copies~~: If you currently receive separate copies of these materials and wish to receive a single copy in the future, you will need to contact your broker, bank or other institution to request householding of these materials.

~~How Shareholders Can Request Copies of Our Annual Report~~

~~Upon request we will furnish to any shareholder without charge a copy of our annual report on Form 10‑K.~~ The annual report on Form 10‑K includes a list of all exhibits thereto. We will furnish copies of such exhibits upon written request and payment of our reasonable expenses in so furnishing the exhibits. Each such request by a beneficial owner of our shares must include a good faith representation that, as of the record date, the person requesting was a beneficial owner of Gold Resource Corporation common stock entitled to vote at the annual meeting of shareholders. You may request a copy by writing to Jessica Browne, Corporate Secretary, c/o Gold Resource Corporation, 2886 Carriage Manor Point, Colorado Springs, CO 80906 or calling (303) 320‑7708.

~~VOTING INFORMATION~~

~~Who May Vote~~

~~The Board of Directors has fixed the close of business on~~ ~~April 15, 2019~~ ~~as the~~ ~~record date~~ ~~for the determination of shareholders entitled to notice of, and to vote at the meeting. Only shareholders of record of our common stock at the close of business on that date~~ are entitled to ~~notice of,~~vote.

You are urged to complete, sign, date and ~~to vote at the annual meeting.~~

A list of shareholders entitled to vote at the annual meeting will be available for examination by any shareholder beginning May 3, 2019 at our principal executive offices and at the annual meeting as required by Colorado law.

~~How You Can Vote Before the Meeting~~

~~We encourage shareholders to submit their votes in advance of the meeting. You can ensure that your shares are voted at the meeting by submitting~~return your proxy ~~by touch-tone telephone at (800) 690‑6903 or the Internet at~~ ~~www.proxyvote.com~~ (following the instructions on your proxy card, voting instruction form or Notice of Internet Availability of Proxy Materials). Or, if you received your materials by mail, you can also complete and return the proxy or voting instruction form in the envelope provided. If you vote in advance using one of these methods, you may still attend and vote at the meeting.

~~How You Can Vote in Person at the Meeting~~

~~Shareholders who attend the meeting in person may also vote at the annual meeting or may execute a proxy designating a representative to vote for them at the meeting.~~

~~If you are a~~ ~~record holder~~ (you hold your shares directly in your name with the Company’s transfer agent) you may cast a ballot provided at the meeting (please be prepared to present a picture ID at the meeting to determine voting eligibility).

~~If you are a~~ ~~beneficial owner~~ (you hold your shares through a bank, broker or other intermediary) you must obtain a proxy from that institution in advance of the meeting and bring it with you to hand in along with the ballot that you cast at the meeting.

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~~How You Can Change Your Vote~~

promptly. You may ~~change your vote by revoking~~revoke your proxy at any time before it is exercised, which can be done by delivering written notice of revocation to us, by delivering a new proxy bearing a later date, or by voting in person at the meeting. (Presence at the meeting by a shareholder who has submitted a proxy does not in itself revoke the proxy.)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

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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 ~~beneficial owner~~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 ~~held for you in a brokerage, bank or other institutional account, you must contact~~of all classes of capital stock that ~~institution~~this Corporation shall have authority to ~~revoke a previously authorized proxy.~~

~~How Many Securities Are Entitled to Vote~~

~~Our voting securities consist~~issue is 200,000,000 shares of ~~our $0.001~~$.001 par value common stock and 5,000,000 shares of $.001 par value preferred stock. As

(a)Preferred Stock. The designations and the powers, preferences and rights, and the qualifications, limitations or restrictions of the ~~record date, there were 61,522,813~~ ~~shares~~Preferred Stock, the establishment of ~~common stock outstanding. Each share~~different series of ~~common stock is entitled to one vote for each director nominee~~Preferred Stock, and ~~one vote for each of the other proposals to be voted on. Treasury shares are not voted.~~

~~Voting Standards and Board Recommendations~~

~~Other than the matters identified below we know of no additional matters to be brought before the meeting:~~


~~VOTING ITEM~~	~~VOTING~~ ~~STANDARD~~	TREATMENT OF ABSTENTIONS & BROKER NON-VOTES	~~BOARD RECOMMENDATION~~
~~Election of directors~~	~~Plurality~~	~~Not counted as votes cast and therefore no effect~~	~~FOR~~
~~Advisory vote on executive compensation~~	~~Majority of votes cast~~	~~Not counted as votes cast and therefore no effect~~	~~FOR~~
Ratification of auditors*	~~Majority of votes cast~~	~~Not counted as votes cast and therefore no effect~~	~~FOR~~

*Routine Proposal

~~Quorum.~~ A quorum is the minimum number of shares that must be present at the annual meeting in order for us to be able to legally conduct business. A quorum for a matter will exist if a majority of the shares of common stock issued and outstanding and entitled to vote as of the record date are present in person or represented by proxy at the annual meeting. For purposes of determining the presence of a quorum for a matter, shares present at the annual meeting that are not voted, such as abstentions and “broker non-votes,” will be treated as shares that are present at the meeting. If a quorum is not present in person or by proxy at the meeting, or if fewer shares are present in person or by proxy than the minimum required to take action with respect to any proposal presented at the meeting, the chairman of the meeting or the shareholders entitled to vote at such meeting, present in person or by proxy, have the power to adjourn the meeting to a later date until a quorum is obtained.

~~Broker Non-Votes.~~ Broker non-votes occur when a bank or broker has not received directions from its customer and does not have the discretionary authority to vote the customer’s shares that are present at the meeting. Brokers are only permitted to exercise discretion and vote on “routine proposals” (such as ratification of the independent auditor) without instructions from their clients.

~~We Have a Plurality Voting Standard for Director Elections.~~ The four nominees for director receiving the greatest number of votes cast at the meeting in person or by proxy will be elected. You may vote “FOR” one or more of the nominees or you may vote “WITHHOLD” for one or more of the nominees. You may not cumulate your votes for the election of directors. Proxies cannot be voted for a greater number of directors than the number of nomineesvariations in the ~~proxy statement.~~

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~~How Proxies Will Be Voted~~

~~Proxies Will~~relative rights and preferences as between different series shall be ~~Voted as Specified or as Recommended by the Board~~. The shares represented by all valid proxies that are received on time will be voted as specified. When a valid proxy form is received but it does not indicate specific choices, the shares represented by that proxy will be votedestablished in accordance with the ~~Board’s recommendations (in this case, “FOR” each director nominee~~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 ~~proposal).~~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.

~~What Happens~~Subject to preferential dividend rights, if ~~Other Matters are Properly Presented~~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 ~~Meeting?~~ Board of Directors shall determine.

(c)IfGeneral. 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 ~~matter not described in this proxy statement is properly presented for a vote at the meeting, the persons named on the proxy form will vote~~other assets of value in accordance with ~~their judgment.~~

~~What Happens if a Director Nominee is Unable to Serve?~~ ~~We do not know~~the action of ~~any reason why any nominee would be unable to serve as a director. If any nominee is unable to serve,~~ the Board ~~can either nominate a different individual or reduce the Board’s size. If it nominates a different individual, the shares represented by all valid proxies will be voted for that nominee.~~

~~ATTENDING THE MEETING~~

~~WHEN:~~ ~~June 20, 2019~~

~~8:00 a.m. Mountain Time~~

~~WHERE:~~ ~~Embassy Suites Hotel~~

~~10250 E. Costilla Avenue, Centennial, CO 80112~~

We invite all Gold Resource Corporation shareholders to attend the 2019 Annual Meeting. Your attendance in person at the meeting does not automatically revoke a proxy previously submitted by you and we encourage shareholders to cast their votes by proxy even if they intend to attend the meeting. ~~Shareholders wishing to vote in person at the Annual Meeting must follow the instructions for voting in person discussed on page 26~~.

~~WHERE YOU CAN FIND ADDITIONAL INFORMATION ABOUT US~~

~~The principal executive office~~ of our Company is located at 2886 Carriage Manor Point, Colorado Springs, CO 80906. Our telephone number at this address is (303) 320‑7708. Our common stock is traded on the NYSE American under the symbol “GORO.”

We file annual reports on Form 10‑K, quarterly reports on Form 10‑Q, current reports on Form 8‑K and other information with the SEC. As an electronic filer, our public filings are maintained on the SEC’s internet site that contains reports, proxy statements, and other information regarding issuers that file electronically with the SEC. The address of that website is ~~http://www.sec.gov~~.

~~Our annual report for the year ended December 31, 2018, including financial statements and schedules, is included with this proxy statement.~~

~~We maintain a company website at~~ ~~www.goldresourcecorp.comfrom which you can alternatively access the reports we file with the SEC. Our committee charters and other important corporate governance documents are also available on our website.~~

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

FOURTH: The proposed amendment to the ~~extent that this Proxy Statement is incorporated by reference into any other filing~~Articles of Incorporation was adopted on the date set forth above pursuant to the authority conferred upon by the ~~Company under~~Corporation by the ~~Securities Act~~Articles of ~~1933 or~~Incorporation and the ~~Securities Exchange Act~~Act.

The name and mailing address of ~~1934,~~ the ~~sections~~individual who causes this document to be delivered for filing, and to whom the Secretary of State may deliver notice if filing of this Proxy Statement entitled “Compensation Committee Report” and “Audit Committee Report” (to the extent permitted by SEC rules) will not be deemed incorporated, unless specifically provided otherwise in such filing.document is refused, is LeighAn Jaskiewicz, 1550 17^th Street, Suite 500, Denver, Colorado 80202.

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IfVOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 p.m. Eastern Time on June 3, 2021. Have your proxy card in hand when you ~~would like~~access the web site and follow the instructions to ~~reduce~~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 to www.virtualshareholdermeeting.com/GORO2021 You may attend the ~~costs incurred~~meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by ~~our company in mailing proxy materials,~~the arrow available and follow the instructions. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting ~~instructions up until~~instructions. Vote by 11:59 p.m. Eastern Time on June 3, 2021. Have your proxy card in hand when you call and then follow the instructions. ~~John Sample 234567~~ VOTE BY MAIL ~~1234567 123,456,789,012.12345~~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 ~~Withhold All For All Except~~AllAllExcept To withhold authority to vote for any individual nominee(s), mark ~~“For~~"For All ~~Except”~~Except" and write the number(s) of the ~~The Board of Directors recommends you vote FOR the following:~~ nominee(s) on the line below. ~~0 0 0~~! ! ! 1. Election of Directors ~~Nominees 01 Bill M. Conrad 02 Jason D. Reid 03~~Nominees: 01) 02) 03) Alex G. Morrison ~~04 Kimberly C. Perry~~Allen Palmiere Lila Manassa Murphy 04) Joseph Driscoll 05) Ronald Little For Against Abstain The Board of Directors recommends you vote FOR proposals 2.2, 3 and 3.4. ! ! ! ! ! ! ! ! ! 2. Advisory vote to approve executive compensation. ~~For 0 0 Against 0 0 Abstain 0 0~~ 3. Ratify Plante & Moran, PLLC as independent registered accounting firm for ~~2019.~~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. NOTE: ~~Other Business:~~ 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 02 0000000000 1 OF 1 1 2 0000422701_1 R1.0.1.18 SHARES CUSIP # JOB #SEQUENCE # VOTE BY INTERNET - www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. 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. ELECTRONIC DELIVERY OF FUTURE 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, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. VOTE BY PHONE - 1-800-690-6903 P.M. Eastern Time the day before the cut-off date or meeting date. Have your 234567 1234567 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. NAME THE COMPANY NAME INC. - COMMON THE COMPANY NAME INC. - CLASS A THE COMPANY NAME INC. - CLASS B THE COMPANY NAME INC. - CLASS C THE COMPANY NAME INC. - CLASS D THE COMPANY NAME INC. - CLASS E THE COMPANY NAME INC. - CLASS F THE COMPA N Y NAME INC. - 401 K CONTROL # → SHARES123,456,789,012.12345 123,456,789,012.12345 123,456,789,012.12345 123,456,789,012.12345 123,456,789,012.12345 123,456,789,012.12345 123,456,789,012.12345 x PAGE1 OF 2 GOLD RESOURCE CORPORATION 2886 CARRIAGE MANOR POINT COLORADO SPRINGS, CO 80906 Investor Address Line 1 Investor Address Line 2 Investor Address Line 3 Investor Address Line 4 Investor Address Line 5 8 8 8 1 1234 ANYWHERE STREET ANY CITY, ON A1A 1A1 234567 234567 234567

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Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The ~~Annual Report,~~ Notice &and Proxy Statement ~~is/~~and Annual Report are available at ~~www.proxyvote.com~~www.proxyvote.com. D51816-P53041 GOLD RESOURCE CORPORATION Annual Meeting of Shareholders June ~~20, 2019 8:~~4, 2021 9:00 AM MT This proxy is solicited by the Board of Directors ~~Bill Conrad~~Alex Morrison or ~~Jason Reid,~~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, Denver, CO 80237 and virtually at www.virtualshareholdermeeting.com/GORO2021 on June ~~20, 2019~~4, 2021 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 and FOR Proposals 2, 3 and 3.4. 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 ~~0000422701_2 R1.0.1.18~~

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

Filed by the Registrant ☒⌧ 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)~~14a-6(e)(2))
☒⌧	Definitive Proxy Statement
☐	Definitive Additional Materials
☐	Soliciting Material Pursuant to ~~§240.14a‑12~~§240.14a-12


Payment of Filing Fee (Check the appropriate box):
☒⌧	No fee required.
☐	Fee computed on table below per Exchange Act Rules ~~14a‑6(i)~~14a-6(i)(1) and ~~0‑11.~~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~~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)~~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:

	●
	Notice of 2019 Annual Meeting of Shareholders	~~Meeting Information~~

		~~DATE:~~	~~June 20, 2019~~
		~~TIME:~~	~~8:00 a.m. Mountain Time~~
~~April 30, 2019~~ ~~Dear Shareholders,~~ ~~You are invited to attend Gold Resource Corporation’s 2019 Annual Meeting of Shareholders. At the meeting, shareholders will vote:~~ To elect ~~four (4)~~five directors to serve until the next annual meeting of shareholders; 


		~~How You Can Vote~~ ~~You are entitled to notice of and to vote at the meeting, or at any adjournments or postponements thereof, if you were a holder of record as of the close of business on~~ ~~April 15, 2019~~. We utilize the “Notice and Access” model permitted by the U.S. Securities and Exchange Commission for distributing our annual meeting materials electronically to certain of our shareholders. Some shareholders may also automatically receive our annual meeting materials in paper form. You may elect to receive your materials in either format. Please see “~~How We Use the E-Proxy Process (Notice & Access)” on page 25 for more information.~~ ~~To make sure that your shares are represented at the meeting, please cast your vote by one of the following methods:~~
		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
During the Meeting		~~In Person~~	~~Attend~~You may vote at the meeting ~~(see~~either in person or online during the virtual meeting webcast at www.virtualshareholdermeeting.com/GORO2021 (see page 283 for more information)

& President
			Non-Equity		Stock		Option		All Other
Name and Principal Position	Salary		Plan		Awards		Awards		Compensation		Total
Jason Reid Chief Executive Officer & President	$	630,000	$	169,470	$	157,499	$	763,233	$	9,508	$	1,729,710
John Labate Chief Financial Officer		346,500		93,209		86,628		121,462		9,508		657,306
Richard Irvine Chief Operating Officer		330,000		88,770		82,501		115,622		14,483		632,634
Barry Devlin Vice President Exploration		346,500		93,209		86,628		121,462		9,508		657,306
Gregory Patterson Vice President Corporate Development		220,000		59,180		44,000		44,380		9,508		377,068



Name and Address of Beneficial Owner	Number		Percentage (%)
Jason D. Reid (1)	1,546,896	(4)(5)	2.5	%
Bill M. Conrad (2)	541,990	(6)	*
Gary C. Huber (2)	314,786	(7)	*
Alex G. Morrison(2)	217,312	(8)	*
Kimberly C. Perry(2)	0		*
Jessica M. Browne (3)	376,607	(9)	*
Barry D. Devlin (3)	405,968	(10)	*
Richard M. Irvine (3)	445,910	(11)	*
John A. Labate (3)	283.301	(12)	*
Gregory A. Patterson (3)	942,277	(13)	1.5	%
Van Eck Associates Corporation	3,389,929		5.5	%
666 Third Ave. - 9th Floor
New York, NY 10017
BlackRock, Inc.	3,605,955		5.8	%
55 East 52nd St.
New York, NY 10055
All Officers and Directors as a Group	5,075,047	(4)(5)(6)(7)(8)(9)(10)(11)(12)(13)	7.8	%

	Threshold	Target	Maximum
Metric	LTIFR** = 2.5	LTIFR = 1.5	LTIFR = 0
Payout Rate	50%	100%	200%


		Target Payout 100% of 10% Base Salary	Actual Payout at 141% of Target
Executive Officer	Annual Salary	LTIFR = 1.5	LTFR=0.89
Jason Reid	$ 630,000	$ 63,000	$ 88,830
John Labate	$ 346,500	$ 34,650	$ 48,856
Rick Irvine	$ 330,000	$ 33,000	$ 46,530
Barry Devlin	$ 346,500	$ 34,650	$ 48,856
Greg Patterson	$ 220,000	$ 22,000	$ 31,020


		Target Payout 100% of 10% Base Salary	Actual Payout at 128% of Target
Executive Officer	Annual Salary	Percentile RTSR = Median	Percentile RTSR= 86.7
Jason Reid	$ 630,000	$ 63,000	$ 80,640
John Labate	$ 346,500	$ 34,650	$ 44,352
Rick Irvine	$ 330,000	$ 33,000	$ 42,240
Barry Devlin	$ 346,500	$ 34,650	$ 44,352
Greg Patterson	$ 220,000	$ 22,000	$ 28,160

	Threshold	Target (and Maximum)
Metric	LTIFR = 2.5	LTIFR = 1.5
Payout Rate	50%	100%


		Estimated Future Payouts Under Non-Equity Plan Incentive Awards
Name	Grant Date	Threshold	Target	Maximum	All other stock awards: Number of shares of stock or units	All other option awards: Number of securities underlying options	Exercise or base price of option awards		Grant date fair value of stock and option awards (1)
(a)	(b)	($) (c)	($) (d)	($) (e)	(#) (i)	(#) (j)	($/sh) (k)		($) (l)
Jason D. Reid	7/14/2018	-	-	-	22,859	56,700	$	6.89	$	378,232
	12/7/2018	-	-	-	-	250,000		3.89		542,500
		31,500	63,000	63,000	-	-		-		-
John A. Labate	7/14/2018	-	-	-	12,573	31,200	$	6.89	$	208,089
		17,325	34,650	34,650	-	-		-		-
Richard M. Irvine	7/14/2018	-	-	-	11,974	29,700	$	6.89	$	198,123
		16,500	33,000	33,000	-	-		-		-
Barry D. Devlin	7/14/2018	-	-	-	12,573	31,200	$	6.89	$	208,089
		17,325	34,650	34,650	-	-		-		-
Gregory A. Patterson	7/14/2018	-	-	-	6,386	11,400	$	6.89	$	88,380
		11,000	22,000	22,000	-	-		-		-


	EKS&H/Plante Moran 2018		EKS&H 2017
Audit Fees	$	359,424	$	336,179
Audit Related Fees		--		--
Tax Fees		39,700		99,288
All Other Fees		51,000		22,500
Total Fees	$	450,124	$	457,967