Goldgroup Announces Proposed Non-Brokered Private Placement
GOLDGROUP ANNOUNCES PROPOSED NON-BROKERED PRIVATE PLACEMENT
Vancouver, British Columbia (April 19, 2022). Goldgroup Mining Inc. (“Goldgroup” or the “Company”)
(TSX:GGA, OTC:GGAZF, BMV SIX:GGAN.MX) is pleased to announce a non-brokered private placement
of up to 18,000,000 units of the Company (“ Units”) at a price of $0.03 5 per Unit for aggregate gross
proceeds of up to approximately $630,000 (the “Private Placement’). Each Unit will consist of one common
share (a “Common Share”) and one common share purchase warrant (a “ Warrant”), with each Warrant
being exercisable to purchase one Common Share at a price of $0.0 5 for three years from the date of
closing of the Private Placement.
No commissions or fees are payable in connection with the Private Placement . The proceeds from the
Private Placement will be used to maintain the Company’s existing operations and general working capital
requirements.
The Private Placement is expected to close within four weeks. Closing of the Private Placement is subject
to receipt of all necessary approvals, including approval of the Toronto Stock Exchange. The Units are
expected to be sold: (a) in certain provinces o f Canada on a private placement basis pursuant to the
“accredited investor” exemption or other available and agreed upon exemptions from prospectus
requirements; and/or (b) certain offshore jurisdictions (provided that placement in such offshore jurisdictions
does not give rise to the filing of a prospectus or registration statement or to any continuous disclosure
obligations). All securities issued under the Private Placement will be subject to statutory hold periods
expiring four months and one day from the date of closing of the Private Placement.
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, AND DOES NOT CONSTITUTE AN OFFER OF TH E SECURITIES DESCRIBED
HEREIN. THE OFFERING IN QUESTION HAS NOT BEEN REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND THE
SECURITIES SOLD IN SUCH OFFERING MAY NOT BE OFFERED OR SOLD IN THE UNITED STAT ES
OR TO U.S. PERSONS ABSENT REGISTRATION OR APPLICABLE EXEMPTION FROM
REGISTRATION REQUIREMENTS.
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)
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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, solicit ation 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 anal yses 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 actua l
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 re coveries; 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 associat ed 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 we ll as the risk factors disclosed in Goldgroup’s Annual Information Form and
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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 undu e 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.