Goldgroup Announces Acquisition of Loan Facility
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GOLDGROUP ANNOUNCES ACQUISITION OF LOAN FACILITY
Vancouver, British Columbia ( January 16, 202 5) Goldgroup Mining Inc. (“ Goldgroup” or the
“Company”) (TSX-V:GGA, OTC:GGAZF, BMV SIX:GGAN.MX) announces that, further to the news
release disseminated by the Company on August 14, 2024 (the “August 14th News Release”), the Company
completed the acquisition of the Loan Facility described in the August 14 th News Release on January 15,
2025. The Company now plans to enforce its rights under the Loan Facility, in respect of the outstanding
amounts under the Loan Facility, to acquire all shares of Minera Apolo, S.A. de C.V. (“ Apolo”) as full or
partial settlement of the Loan Facility.
Apolo is the 100% owner of the fully permitted for construction gold project located 140 kilometers east of
the capital Zacatecas in the state of Zacatecas, Mexico (the “Pinos Project”), which consists of 30 mining
concessions. In consideration for the acquisition of the Loan Facility from the Creditor Group described in
the August 14th News Release, the Company proposes to issue 50 million common shares paid pro rata to
the members of the Creditor Group, the payment of cash consideration of USD $0.5M within 18 months of
the closing date of the agreement entered in connection with the acquisition of the Loan Facility, and a
payment of USD$1.5M in contingent consideration which is only due upon the completion of certain
criteria, including a positive pre -feasibility study at the Pinos Project, the advancement of the project into
commercial production, publishing an updated 43-101 with greater than 200,000 ounces of contained gold
equivalent ounces for the Pinos Project, or the Company’s owned interest in the Pinos Project falling to less
than 51% . However, there shall be no payments made under the Agreement (other than a small cash
advance, most of which is refundable) until full legal and equitable title and interest in and to the Pinos
Project shall have been obtained by the Company upon either a settlement agreement being executed or
enforcement of the security underlying the Loan Facility by the Company.
The completion of the transactions contemplated in this news release are subject to receipt of all necessary
approvals, including approval of the TSX Venture Exchange.
About Goldgroup
Goldgroup is a Canadian-based mining Company that owns and operates the Cerro Prieto heap-leach gold
mine located in the State of Sonora, Mexico and is led by a team of highly successful and seasoned
individuals with extensive expertise in mine development, corporate finance, and exploration in Mexico.
For further information on Goldgroup, please visit www.goldgroupmining.com
On behalf of the Board of Directors
Ralph Shearing
CEO
+1 (604) 764-0965
Neither the TSX Venture Exchange nor its Regulation Service Provider accepts responsibility for the
adequacy or accuracy of this release.
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CAUTIONARY NOTE REGARDING PROPOSED CHANGES TO MEXICAN MINING LAWS
On May 8, 2023, several amendments to laws concerning the mining industry, referred to in the media as
the "Mining Reform", were introduced by the Government of Mexico. Unless the challenge to the
constitutional validity of the Mining Reform initiated by certain Parliamentary groups in Mexico is successful,
the Mining Reform will impose tighter regulations on the mining industry through amendments to mining
and related laws in Mexico. Some of the notable proposed amendments include changes to the current
process for granting a mining concession through the public bidding process; a reduction of the term of
such concessions to 30 years, with the possibility of an additional 25 -year extension; conditioning the
granting of a mining concession on the availabilit y of water; the creation of a social impact assessment
process, featuring a requirement for prior, free, and informed inquiries with the country's indigenous and
Afro-Mexican communities; and an obligation to create and implement a Restoration, Closure, a nd Post-
Closure Program for mining activities. If the constitutional challenge to the Mining Reform is ultimately
denied, the Mining Reform could negatively affect the ability of the mining companies, including our
Company, to operate mining businesses in Mexico.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION
Certain information contained in this news release, including any information relating to future financial or
operating performance, may be considered “forward-looking information” (within the meaning of applicable
Canadian securities law) and “forward-looking statements” (within the meaning of the United States Private
Securities Litigation Reform Act of 1995). These statements relate to analyses and other information that
are based on forecasts of future results, estimates of amounts not yet determinable and assumptions of
management. Actual results could differ materially from the conclusions, forecasts and projections
contained in such forward-looking information.
These forward-looking statements reflect Goldgroup’s current internal projections, expectations or beliefs
and are based on information currently available to Goldgroup. In some cases forward-looking information
can be identified by terminology such as “ma y”, “will”, “should”, “expect”, “intend”, “plan”, “anticipate”,
“believe”, “estimate”, “projects”, “potential”, “scheduled”, “forecast”, “budget” or the negative of those terms
or other comparable terminology. Certain assumptions have been made regarding TSXV acceptance of the
Company’s listing application and timing of this acceptance. Many of these assumptions are based on
factors and events that are not within the control of Goldgroup and there is no assurance they will prove to
be correct.
Forward-looking information is subject to a variety of known and unknown risks, uncertainties and other
factors that could cause actual events or results to materially differ from those reflected in the forward -
looking information, and are developed based on assumptions about such risks, uncertainties and other
factors including, without limitation: non-completion of any proposed transactions; receipt of all required
stock exchange and regulatory approvals ,; the continued listing and trading of the Company’s common
shares; the continuing impact of COVID-19; the continuing impact of regulatory responses to COVID 19 on
the employees, business and operations of the Company ; uncertainties related to actual capital costs
operating costs and expenditures; production schedules and economic returns from Goldgroup’s projects;
uncertainties associated with development activities; uncertainties inherent in the estimation of mineral
resources and precious metal recoveries; uncertainties related to current global economic conditions;
fluctuations in precious and base metal prices; uncertainties related to the availability of future financing;
potential difficulties with joint venture partners; risks that Goldgroup’s title to its property could be
challenged; political and country risk; risks associated with Goldgroup being subject to government
regulation, including but not limited to the potential changes introduced by the Mining Reform, described
above; risks associated with surface rights; environmental risks; Goldgroup’s need to attract and retain
qualified personnel; risks associated with potential conflicts of interest; Goldgroup’s lack of experience in
overseeing the construction of a mining projec t; risks related to the integration of businesses and assets
acquired by Goldgroup; uncertainties related to the competitiveness of the mining industry; risk associated
with theft; risk of water shortages and risks associated with competition for water; un insured risks and
inadequate insurance coverage; risks associated with potential legal proceedings; risks associated with
community relations; outside contractor risks; risks related to archaeological sites; foreign currency risks;
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risks associated with security and human rights; and risks related to the need for reclamation activities on
Goldgroup’s properties, as well as the risk factors disclosed in Goldgroup’s Annual Information Form and
MD&A and other public disclosure by Goldgroup. Any and all of the forward-looking information contained
in this news release is qualified by these cautionary statements.
Although Goldgroup believes that the forward-looking information contained in this news release is based
on reasonable assumptions, readers cannot be assured that actual results will be consistent with such
statements. Accordingly, readers are cautioned ag ainst placing undue reliance on forward -looking
information. Goldgroup expressly disclaims any intention or obligation to update or revise any forward -
looking information, whether as a result of new information, events or otherwise, except as may be required
by, and in accordance with, applicable securities laws.