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GORO.V ·

Goldgroup Announces Second Tranche and Final Close of Non-Brokered Private Placemnet

Financings

AC/13302440.1

NOT FOR DISTRIBUTION OR DISSEMINATION IN THE UNITED STATES

GOLDGROUP ANNOUNCES SECOND TRANCHE AND FINAL CLOSE OF NON-BROKERED

PRIVATE PLACEMNET

Vancouver, British Columbia ( March 28, 2025) Goldgroup Mining Inc. (“ Goldgroup” or the

“Company”) (TSX -V:GGA, OTC:GGAZF) is pleased to announce a second tranche closing of its

previously announced non-brokered private placement (the “Private Placement”). For the second tranche,

the Company issued an additional 2,583,330 units (each, a “ Unit”) at CAD $0.30 per Unit for gross

proceeds of approximately CAD $774,999. In aggregate, the Company has issued 25,916,664 Units for

gross proceeds of approximately CAD $7,774,999 inclusive of the first tranche closing and second tranche

closing.

Each Unit consist s of one common share (a “ Common Share”) and one -half common share purchase

warrant, with each full warrant being exercisable to purchase one Common Share at a price of $0.45 for a

period of 24 months following the date of issuance.

The Company intends to use the net proceeds raised from the Private Placement for Cerro Prieto mine

improvements, Pinos Project preliminary economic assessment update, debt reduction and general working

capital. The securities issued as part of the second tranche are subject to a four month hold period that

expires on July 28, 2025. Closing of the Private Placement is subject to final approval of the TSX Venture

Exchange.

The Company paid a cash finders fee of $300 in relation to the second tranche.

This news release does not constitute an offer to sell or a solicitation of an offer to sell any securities in the

United States. The securities described herein 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 may

not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities

Act and applicable state securities laws or an exemption from such registration is available.

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

On behalf of the Board of Directors

Ralph Shearing

CEO

+1 (604) 764-0965

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Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the

policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this press

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. Such forward-looking statements involve known

and unknown risks, uncertainties and other factors which may cause actual results, performance or

achievements to be materially different from any future results, performance or achievements expressed or

implied by the forward-looking statements.

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 in

connection with the Private Placement and the business of the Company; the completion of the Private

Placement as planned; the proposed use of proceeds raised pursuant to the Private Placement and the

Company’s plans at the Cerro Prieto project; 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.

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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 ag ainst 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.