Goldgroup Announces Closing of Non-Brokered Private Placement
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NOT FOR DISTRIBUTION OR DISSEMINATION IN THE UNITED STATES
GOLDGROUP ANNOUNCES CLOSING OF NON-BROKERED PRIVATE PLACEMENT
Vancouver, British Columbia ( August 5 , 2025) Goldgroup Mining Inc. (“ Goldgroup” or the
“Company”) (TSX-V:GGA, OTC:GGAZF) is pleased to announce that it has closed the CAD $12 million
private placement (the “Private Placement”) previously announced on July 18, 2025, and July 21, 2025.
Goldgroup sold on a non-brokered private placement basis 15,000,0000 units of the Company (“Units”) at
a price of $0.80 per Unit for aggregate gross proceeds of $12,000,000. Each Unit comprises one common
share (a “Common Share”) and one common share purchase warrant (“Warrant”). Each Warrant is
exercisable into one Common Share at a price of $1.10 per share until August 5, 2027.
Mr. Eric Sprott, through 2176423 Ontario Ltd., a corporation which is beneficially owned by him, acquired
1,875,000 Units at $0.80 per Unit for total consideration of approximately $1.5 million. Prior to the Private
Placement, Mr. Sprott beneficially owned or controlled 27,954,500 Common Shares and 13,977,250
Warrants representing 10.4% of the outstanding Shares on a non-diluted basis and 14.8% of the outstanding
Shares on a partially diluted basis assuming the exercise of such Warrants.
Following completion of the Private Placement, Mr. Sprott beneficially owns and controls 29,829,500
Common Shares and 15,852,250 Warrants representing 10.5% of the outstanding Shares on a non-diluted
basis and 15.2% of the outstanding Shares on a partially diluted basis assuming the exercise of such
Warrants.
The Units were acquired by Sprott for investment purposes. Mr. Sprott has a long- term view of the
investment and may acquire additional securities of the Company including on the open market or through
private acquisitions or sell securities of the Company including on the open market or through private
dispositions in the future depending on market conditions, reformulation of plans and/or other relevant
factors.
A copy of Mr. Sprott’s early warning Report will appear on Goldgourp’s profile on SEDAR+ and may also
be obtained by calling Mr. Sprott’s office at (416) 945-3294 (1106-7 King Street East, Toronto, ON, M5C
3C5).
In connection with the Private Placement, an insider of the Company acquired 1,875,000 Units or 12.50%
of the Private Placement. Participation by the Insider in the Private Placement was considered a "related
party transaction" pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in
Special Transactions ("MI 61-101"). The Company was exempt from the requirements to obtain a formal
valuation or minority shareholder approval in connection with the Insiders' participation in the Private
Placement pursuant to sections 5.5(a) and 5.7(1)(a) of MI 61- 101 as neither the fair market value of any
securities issued to, nor the consideration paid by, the Insiders exceeded 25.0% of the Company's market
capitalization. A material change report was not filed in connection with the participation of Insiders in the
Private Placement less than 21 days in advance of the closing of the Private Placement, as the Insiders'
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participation had not been confirmed at that time and the Company wishes to complete the Private
Placement in an expeditious manner for business reasons.
The Company issued 1,086,187 finder’s units (each, a “Finder’s Unit”) to finders in connection with the
Private Placement. Each Finder’s Unit consists of one Common Share and one common share purchase
warrant, with each warrant being exercisable to purchase one Common Share at a price of $1.10 until
August 5, 2027.
The net proceeds from this Private Placement will be primarily dedicated to the diligent assessment and
strategic pursuit of acquisition opportunities. With a focus on enhancing shareholder value, the Company
aims to leverage these funds to acquire promisi ng mining assets, potentially including operating mines or
strategic stakes in other mining companies. The Company cautions that it has been searching for and
conducting due diligence on mineral projects that Management believes would enhance the Company’s
portfolio of existing projects for some time, but to date has not proceeded past the due diligence stage.
Accordingly, the Company warns that there is no assurance that a suitable project will be identified,
satisfactory due diligence conducted and any acquisition transaction completed. Further, investors should
be aware that completing a transaction in most circumstances can take many months.
All securities issued pursuant to the Private Placement will be subject to statutory hold periods expiring
December 6 , 2025. Closing of the Private Placement is subject to final approval of the TSX Venture
Exchange.
This news release does not constitute an offer to sell or a solicitation of an offer to sell any securities in the
United States. The securities described herein have not been and will not be registered under the United
States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may
not be offered or sold within the United States or to U.S. Persons unless registered under the
U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
About Goldgroup
Goldgroup is a Canadian- based mining Company with two high -growth gold assets in Mexico. The
Company has a 100% interest in the producing Cerro Prieto heap- leach gold mine located in the State of
Sonora. An optimization and exploration program is underway at Cierro Prieto to significantly increase
existing production and resources.
In addition, the Company holds a 100% interest in the Pinos underground gold development project in
Zacatecas State. Pinos is an advanced PEA level development project. Formerly a producing mine, the
Company is commissioning an updated PEA with a view to re-starting mining operations.
Goldgroup 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
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Ralph Shearing
CEO
+1 (604) 764-0965
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the
policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this press
release.
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 “may”, “will”, “should”, “expect”, “intend”, “plan”,
“anticipate”, “believe”, “estimate”, “projects”, “potential”, “scheduled”, “forecast”, “budget” or the
negative of those terms or other comparable terminology. Such forward-looking statements involve known
and unknown risks, uncertainties and other factors which may cause actual results, performance or
achievements to be materially different from any future results, performance or achievements expressed or
implied by the forward-looking statements.
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: receipt of all required stock exchange and regulatory approvals in
connection with the Private Placement and the business of the Company; the completion of the Private
Placement as planned; the proposed use of proceeds raised pursuant to the Private Placement and the
Company’s plans at the Cerro Prieto project; the scope, duration and impact of the COVID-19 pandemic;
the scope, duration and impact of regulatory responses to the pandemic on the employees, business and
operations; 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; 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
project; 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; uninsured 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; risks associated with security and human
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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. 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.