Loan Agreement dated as of June 26, 2025 between the Company, Don David Gold Mexico S.A. de C.V., Francisco Javier Reyes de la Campa and Jaluca Limited

Exhibit 10.1

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CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT CUSTOMARILY AND ACTUALLY TREATS AS PRIVATE AND CONFIDENTIAL. REDACTED INFORMATION IS INDICATED BY “[***].”

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Loan Agreement dated as of June 26, 2025 between the Company, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ Mexico S.A. de C.V., Francisco ▇▇▇▇▇▇ ▇▇▇▇▇ de ▇▇ ▇▇▇▇▇ and Jaluca Limited

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This LOAN AGREEMENT (as modified from time to time, this “Loan Agreement”) dated as of June 26, 2025 (the “Effective Date”), is executed by and among Gold Resource Corporation, a Colorado corporation (“Borrower”), ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ Mexico S.A. de C.V., a company organized and existing under the laws of the United Mexican States (“Issuer”), Francisco ▇▇▇▇▇▇ ▇▇▇▇▇ de ▇▇ ▇▇▇▇▇, an individual (“Francisco”), and Jaluca Limited, a British Virgin Islands company (“Jaluca” and, together with ▇▇▇▇▇▇▇▇▇, collectively, the “Lender”).    

WHEREAS:

The Borrower has requested a loan from the Lender in the principal amount of US$6,280,000.00 to be used for working capital;

The Lender has agreed to make a loan to Borrower on the Effective Date, to be secured by a pledge of the shares the Borrower owns in Issuer, on the terms and conditions set forth herein;

NOW, THEREFORE, for and in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and confessed, the parties hereto (each, a “Party”, collectively, the “Parties”) hereby agree as follows:

“Board” means the board of directors (or equivalent) of Borrower.

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“Change of Control” means any of the following: (a) the sale, lease, exchange or other transfer of all or substantially all of Borrower’s assets in one transaction or in a series of related transactions; (b) any person or entity becoming directly or indirectly the “beneficial owner” (as defined in Rule 13d-3 under the Securities Exchange Act of 1934), of securities representing 50% or more of the combined voting power of Borrower’s outstanding securities ordinarily having the right to vote at the elections of directors; or (c) individuals who constitute the Board as of the Effective Date cease for any reason to constitute at least a majority of the Board, provided that any person becoming a director subsequent to the Effective Date whose election, or nomination for election by ▇▇▇▇▇▇▇▇’s shareholders, was approved by a vote of at least a majority of the directors comprising or deemed pursuant hereto to comprise the Board as of the Effective Date

(either by a specific vote or by approval of the proxy statement of Borrower in which such person is named as a nominee for director) shall be, for purposes of this definition, considered as though such person were a member of the Board as of the Effective Date.

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“Interest Rate” means a rate per annum equal to the sum of (i) SOFR plus (ii) five percent (5.0%).

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“Loan Parties” means, collectively, Borrower and Issuer.

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“Maturity Date” means the earliest to occur of (i) the eighteen (18) month anniversary of the Effective Date, which is December 26, 2026 and (ii) the date (if any) that an Event of Default has occurred and is continuing and the Lender elects to accelerate the Obligations, or the Obligations are automatically accelerated, as applicable, in accordance with the terms of Section 5 of this Agreement.

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“Obligations” means, collectively, all obligations of the Loan Parties under this Loan Agreement from time to time.

“SOFR” means a rate per annum equal to the Secured Overnight Financing Rate for a 1-month interest period as published by CME Group Benchmark Administration Limited (“CBA”), or any applicable successor thereof, on its website, currently at ▇▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇/▇▇▇▇▇▇-▇▇▇▇/▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇▇▇▇▇▇/▇▇▇▇-▇▇▇▇.▇▇▇▇, as determined on the Effective Date and subsequently on each 1-month anniversary of the Effective Date (or if such anniversary is not a business day, on the next applicable business day). The parties acknowledge and agree that, as of the Effective Date, SOFR is 4.32%, and that the initial redetermination thereof in accordance with the foregoing will be on July 26, 2025.

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“Warrant” means the common stock purchase warrant to purchase of up to one million five hundred (1,500,000) shares of the Borrower’s common stock, par value $0.001, listed on the NYSE American Exchange, at an exercise price per share equal to one-hundred and twenty percent (120%) of the closing price of such common stock on the Effective Date. The Warrant shall be exercisable immediately upon issuance and expires twenty-four (24) months after issuance.

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“UCC” means the Uniform Commercial Code as in effect from time to time in the State of Colorado.

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then, if such Event of Default is (i) an Event of Default as specified in clauses (a) through (c) above, the Lender may, at its option, by notice to Borrower, declare all Obligations to be, and all such Obligations shall thereupon be and become, immediately due and payable together with interest accrued thereupon without presentment, demand, protest or further notice of any kind, all of which are expressly waived to the extent permitted by law or (ii) an Event of Default as specified in clauses (d) or (e) above, then all Obligations shall automatically become and be immediately due and payable without any declaration or other act on the part of the Lender, and in any such case following any Event of Default, the Lender may also exercise all rights and remedies available to it under applicable law (including, without limitation, under the UCC).  

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[Signature page follows]

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IN WITNESS WHEREOF, the parties have executed and delivered this Loan Agreement as of the date first above written.

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LENDER:

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_/s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ de la Campa______

Francisco ▇▇▇▇▇▇ ▇▇▇▇▇ de ▇▇ ▇▇▇▇▇, an individual

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Address for Notices:

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[***]

[***]

[***]

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JALUCA LIMITED

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By: _/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇___________________

Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇

Title: Director

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Address for Notices:

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[***]

[***]

[***]