Goldgroup Announces Convertible Loan Agreement
Goldgroup Announces Convertible Loan
Agreement
Vancouver, British Columbia--(Newsfile Corp. - December 12, 2022) - Goldgroup Mining Inc. (TSX:
GGA) (OTC Pink: GGAZF) (BMV SIX: GGAN.MX) ("
Goldgroup
" or the "
Company
") is pleased to
announce it has entered into a loan agreement dated December 9, 2022 (the "Loan Agreement") with
Calu Opportunity Fund LP, previously known as Sail Natural Resources LP, (the "Lender") in the
principal amount of USD$2,160,000 (the "Loan"). This Loan includes USD $550,000 previously
advanced to the Company as disclosed in the Company's news release issued on August 11, 2022,
which is restructured into the current Loan amount. The Lender is a resource focused private investment
vehicle, with a focus on supporting growth stage mining companies. The Loan is unsecured, bears
interest at 6% per annum and is repayable on December 31, 2023. The Company plans to seek
shareholder approval to have the Loan convertible into common shares of the Company at CAD $0.10
per share at a fixed FX rate of 1.345 USD to CAD at the election of the Lender to comply with TSX rules.
The Company will make a further announcement on timing of the shareholder meeting once a date is
determined. The Lender would become a control block holder upon full conversion of the Loan owning
approximately 55.90% of the Company on a partially diluted basis.
There can be no assurance that
shareholder approval will ultimately be granted for the conversion of the Loan to common shares of the
Company.
The Company is not issuing any securities, or paying any bonus, commission or finder's fees in respect
of the Loan. The Loan is repayable at any time before maturity without penalty. The proceeds from the
Loan will be used to maintain the Company's existing operations and general working capital
requirements.
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 gold production, development, and exploration Company with a
significant upside in
a portfolio of projects in Mexico, including an interest in DynaResource de Mexico,
S.A. de C.V., which owns 100% of the high-grade gold exploration project, San José de Gracia located
in the State of Sinaloa. In addition, the Company operates its 100%-owned Cerro Prieto heap-leach
gold mine, in the State of Sonora, Mexico.
Goldgroup is led by a team of highly successful and seasoned individuals with extensive expertise in
mine development, corporate finance, and exploration in Mexico. Goldgroup's mission is to increase
gold production, mineral resources, profitability and cash flow, with a view to building a leading gold
producer.
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
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. Certain assumptions have been made
regarding the Private Placement and the Company, including the receipt of Toronto Stock Exchange
approval, the proposed use of proceeds raised pursuant to the Private Placement and the Company's
plans at the Cerro Prieto project. 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: 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 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 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 against 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.
To view the source version of this press release, please visit
https://www.newsfilecorp.com/release/147598