Goldgroup Announces Revised Terms of Non-Brokered Private Placement
GOLDGROUP ANNOUNCES REVISED TERMS OF NON-BROKERED PRIVATE PLACEMENT
Vancouver, British Columbia ( August 28, 2025) Goldgroup Mining Inc. (“Goldgroup” or the
“Company”) (TSX-V:GGA, OTC:GGAZF) announces that further to its news releases dated August 21,
2025, and August 22, 2025, the Company has revised the terms of its previously announced non-brokered
private placement (the “ Private Placement ’) of common share s (a “ Common Share s”). The Private
Placement will now consist of up to 4,848,485 units of the Company (“Units”) at a price of $0.825 per Unit
for aggregate gross proceeds of up to $4,000,000, as opposed to the 5,000,000 Units at a price of $0.80
previously disclosed. Each Unit will consist of one Common Share and one common share purchase warrant
(a “Warrant”), with each Warrant being exercisable to purchase one additional Common Share at a price
of $1.05 for twenty-four (24) months from the date of issuance.
The Company intends to pay finders' fees to eligible finders, in accordance with applicable securities laws
and the policies of the TSX Venture Exchange (“TSXV”). The Private Placement is subject to approval of
the TSXV, and 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.
As previously disclosed, Goldgroup Mining is strategically positioning itself for growth organically through
its ongoing optimization program at its Cerro Prieto mine, as well as through targeted acquisitions in the
mining sector. 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 promising 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, but to date has not proceeded past the due
diligence stage. Accordingly, the Company warns that there is no assurance that a suitable project will be
identified, satisfactory due diligence conducted and any acquisition transaction completed. Further,
investors should be aware that completing a transaction in most circumstances can take many months.
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 mining Company that owns and operates the Cerro Prieto heap-leach gold
mine located in the State 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
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On behalf of the Board of Directors
Ralph Shearing
CEO
+1 (604) 764-0965
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.
Neither the TSX Venture Exchange nor its Regulation Service Provider accepts responsibility for the
adequacy or accuracy of this release.
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.
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 TSXV acceptance of
and closing the Private Placement . 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: non-completion of any proposed transactions; receipt of all required
stock exchange and regulatory approvals ,; the continued listing and trading of the Company’s common
shares; 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 partners; risks that
Goldgroup’s title to its property could be challenged; political and country risk; risks associated with
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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 MD&A and other public disclosure by Goldgroup. 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.