Goldgroup Announces Conversion of Convertible Loan
GOLDGROUP ANNOUNCES CONVERSION OF CONVERTIBLE LOAN
Vancouver, British Columbia (July 28, 2023). Goldgroup Mining Inc. (“ Goldgroup” or the “Company”)
(TSX:GGA, OTC:GGAZF, BMV SIX:GGAN.MX) announce s that the Company has issued 29,05 2,000
common shares upon conversion of the Company’s outstanding convertible loan which had a face value of
USD $2,160,000 and was converted into common shares of the Company at CAD $0.10 per share at a
fixed FX rate of 1.345 USD to CAD . The loan was originally announced in a news release issued on
December 12, 2023 and the conversion of the loan to common shares of the Company was approved by
shareholders at the Company’s annual and special meeting held on June 28, 2023 and the TSX on July
19, 2023. The common shares were issued to Calu Opportunity Fund LP (“Calu”), who is an insider of the
Company, and post conversio n Calu owns 52.41% of the issued and outstanding common shares of the
Company.
The securities issued in connection with the convertible debt loan are subject to a statutory four month hold
period expiring November 29, 2023.
THIS PRESS RELEASE, PROVIDED PURSUANT TO APPLICABLE CANADIAN REQUIREMENTS, IS
NOT FOR DISTRIBUTION TO UNITED STATES NEWS SERVICES OR FOR DISSEMINATION IN THE
UNITED STATES.
About Goldgroup
Goldgroup is a Canadian-based mining Company that operates a heap-leach gold mine, in Cerro Prieto in
the St ate 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
Investor Relations
Toll Free: 1-877-655-ozAu (6928)
This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall
there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the securities laws of any such
jurisdiction. Such securities 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,
accordingly, may not be offered or sold within the United States, or to or for the account or benefit
of persons in the United States or “U.S. Persons”, as such term is defined in Regulation S
promulgated under the U.S. Securities Act, unless registered under the U.S. Securities Act and
applicable state securities laws or pursuant to an exemption from such registration requirements.
The TSX has neither reviewed nor accepts responsibility for the adequacy or accuracy of this
release.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION
- 2 -
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, expecta tions 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..
Forward-looking information is subject to a variety of known and unknown risks, uncertainties and other
factors that could cause actua l 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; 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 co sts 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 rela ted 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 rights; and risks related to the need for reclamation activities on
Goldgroup’s properties, as well as the risk factors discl osed 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 against placing undue reliance on forward -looking
information. Goldgroup express ly 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.