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GORO.V ·

Goldgroup Announces Proposed Non-Brokered Private Placement

Financings

Goldgroup Announces Proposed Non-Brokered

Private Placement

Vancouver, British Columbia--(Newsfile Corp. - December 19, 2022) - Goldgroup Mining Inc. (TSX:

GGA) (OTC Pink: GGAZF) (BMV SIX: GGAN.MX) ("

Goldgroup

" or the "

Company

") is pleased to

announce a non-brokered private placement of up to 5,700,000 common shares of the Company at a

price of $0.10 per common share for aggregate gross proceeds of up to $570,000 (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 closing of the Private Placement is subject to receipt of all necessary approvals, including approval

of the Toronto Stock Exchange. 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 THE 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 STATES 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)

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/148543