Goldgroup Announces Closing of Non-Brokered Private Placement
NOT FOR DISTRIBUTION OR DISSEMINATION IN THE UNITED STATES
GOLDGROUP ANNOUNCES CLOSING OF NON-BROKERED PRIVATE PLACEMENT
Vancouver, British Columbia ( September 12 , 2025) Goldgroup Mining Inc. (“ Goldgroup” or the
“Company”) (TSX-V:GGA, OTC:GGAZF) is pleased to announce that it has closed the CAD $4 million
non brokered private placement (the “Private Placement”) previously announced on August 22, 2025, and
August 28, 2025.
Goldgroup sold on a non-brokered private placement basis 4,848,485 units of the Company (“Units”) at a
price of $0. 825 per Unit for aggregate gross proceeds of $4,000,000. Each Unit comprises one common
share (a “Common Share ”) and one common share purchase warrant ( a “Warrant”). Each Warrant is
exercisable into one Common Share at a price of $1.05 per share until September 12, 2027.
The Company paid cash finder’s fees of $182,505, issued 201,718 finder’s warrants and 1,086,187 finder’s
units 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 $1.05 until September 12, 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 and investors should be aware that the process for completing
a transaction in most circumstances can take many months. Even if a suitable target is identified and due
diligence satisfactorily completed, there are numerous hurdles, including entering into definitive
agreements and obtaining shareholder and TSX Venture Exchange approval, that must be achieved to
complete an acquisition transaction, such that there is no assurance that the Company will be able to make
a major acquisition in the short term.
All securities issued pursuant to the Private Placement will be subject to statutory hold periods expiring
January 13, 2026. 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.
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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
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-
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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; 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 r esources 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 pa rtners; 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 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.