GOLDGROUP ANNOUNCES US$75 MILLION PRIVATE PLACEMENT WITH US$60 MILLION ALREADY COMMITTED BY LEADING NATURAL RESOURCE INVESTORS Cornerstone Investors include Trafigura, Eric Sprott, Rick Rule, Fiscal Wisdom, Calu Opportunity Fund
NEWS RELEASE
GOLDGROUP ANNOUNCES US$75 MILLION PRIVATE PLACEMENT WITH US$60
MILLION ALREADY COMMITTED BY LEADING NATURAL RESOURCE INVESTORS
Cornerstone Investors include Trafigura, Eric Sprott, Rick Rule, Fiscal Wisdom, Calu Opportunity Fund
and Two Additional Institutional Natural Resource Funds
Financing Positions Goldgroup to Accelerate Growth, Advance its Portfolio of Gold Assets and pursue
Significant Exploration and Development, as well as other opportunities
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Vancouver, Canada – September 8, 2026 – Goldgroup Mining Inc. (“Goldgroup” or the “Company”) (TSXV:GORO;
NYSE American:GORO ; FSE:55G ) is pleased to announce a non -brokered private placement offering of up to
20,547,945 units (the “Units”) of the Company at a price of US$3.65 per Unit for aggregate gross proceeds of up
to approximately US$75 million (the “ Offering”). The Company reserves the right to increase the size of the
Offering depending on demand.
The Offering marks an important milestone in the Company’s evolution. Approximately US$60 million of the
Offering has already been committed, including significant participation from entities representing or affiliated
with Trafigura, Eric Sprott, Rick Rule, Fiscal Wisdom, Calu Opportunity Fund and two additional institutional
natural resource funds.
“The participation of these sophisticated, long- term natural resource investors represents a strong endorsement
of Goldgroup’s strategy, asset base and vision to build a leading precious metals producer,” said Javier Reyes, CEO
and Chairman of Goldgroup.
Each Unit will consist of one common share of the Company (a “ Share”) and one -half of one common share
purchase warrant of the Company (each whole common share purchase warrant, a “Warrant”). Each Warrant will
entitle the holder thereof to acquire one common share (a “ Warrant Share”) at a price per Warrant Share of
US$5.10 for a period of 18 months from the Closing Date (as defined herein).
The Units will be offered pursuant to applicable exemptions from prospectus requirements in each of the
provinces of Canada, and may also be offered in the United States pursuant to exemptions from the registration
requirements of the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), and in such other
jurisdictions outside of Canada and the United States provided it is understood that no prospectus filing or
comparable obligation arises in such other jurisdiction.
The Offering is expected to close on or about September 30 , 2026 (the " Closing Date"), and is subject to the
Company receiving all necessary regulatory approvals, including the conditional approval of the TSX Venture
Exchange (the “TSXV”) and the approval of NYSE American LLC (the “NYSE American”).
The Shares and Warrants comprising the Units (and the Warrant Shares issuable upon exercise of the Warrants)
will be subject to a statutory hold period pursuant to applicable Canadian securities laws ending four months and
one day following the Closing Date.
I
n connection with the Offering, the Company may pay eligible finders a cash commission equal to 5% of the gross
proceeds raised from subscribers introduced by such finders, in accordance with applicable securities laws and
the policies of the TSXV.
T
he securities have not been and will not be registered under the U.S. Securities Act , or any U.S. state securities
laws, and may not be offered or sold in the “United States” (as such term is defined in Regulation S under the U.S.
Securities Act) unless registered under the U.S. Securities Act and applicable U.S. state securities laws or an
exemption from such registration is available. This news release shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful.
Th
e Company intends to use the net proceeds of the Offering for working capital purposes including to advance
the Company's portfolio of mining and development assets as well as invest in mining opportunities.
A
longside organic growth from the development and enhancement of its existing operations, Goldgroup intends
to use proceeds from the Offering and its general working capital to continue seeking and reviewing new property
acquisitions and potential M&A opportunities.
A
Significant Capital Commitment to Accelerate Goldgroup’s Growth
The financing represents a significant capital commitment to Goldgroup and provides the Company with
additional financial strength to advance its strategy of building a larger, diversified and growth- oriented gold
producer.
Th
e proceeds are expected to provide Goldgroup with the flexibility to:
• A
ccelerate exploration and resource expansion across its portfolio;
• Advance the San Francisco Gold Project toward a potential restart of operations;
• Continue exploration and resource growth initiatives at the Don David Gold Mine and surroundin g
exp
loration properties;
• Advance development activities at the Back Forty Gold Project;
• Pursue exploration and development opportunities at Cerro Prieto and other Goldgroup assets;
• Strengthen the Company’s balance sheet and provide additional working capital; and
• Evaluate additional opportunities to create long-term shareholder value.
Javier Reyes further commented, “This financing represents a significant vote of confidence in Goldgroup and the
opportunity we see ahead of us. With US$75 million of new capital, we will have the financial capacity to accelerate
our exploration programs, expand resources, advance our development projects and move aggressively toward
our objective of becoming a larger intermediate gold producer.
What makes Goldgroup particularly compelling is the combination of established operations, near-term production
opportunities and substantial exploration upside. We believe we are entering an important phase of growth, and
this financing gives us the capital and flexibility to pursue that opportunity.”
Attractive Financing Structure
The Offering is being completed on a non -brokered basis, allowing Goldgroup to raise significant capital directly
from investors while maintaining flexibility and minimizing financing costs.
The Units are priced at US$3.65 per Unit, with each Unit also including one -half of a Warrant exercisable at
US$5.10 per share. If all 10,273,972 Warrants proposed to be issued under the Offering are subsequently
exercised, Goldgroup would receive an additional US$52,397,257 in gross proceeds.
The Company intends to use the additional capital generated from any future warrant exercises to further support
its growth strategy. There can be no assurance that the Warrants will be exercised.
Certain insiders of the Company may participate in the Offering, which participation would constitute a related -
party transaction, as defined in Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special
Transactions (“MI 61-101”). The issuance of any Units to insiders is exempt from the valuation requirements of
Section 5.4 of MI 61-101 pursuant to Subsection 5.5(a) of MI 61 -101 and exempt from the minority shareholder
approval requirements of Section 5.6 of MI 61-101, pursuant to Subsection 5.7(1)(a) of MI 61-101.
About Goldgroup
Goldgroup Mining Inc. is a precious-metals producer and growth-oriented mining company with four 100%-
owned assets across Mexico and the United States.
The Company owns and operates the Don David Gold Mine in Oaxaca, Mexico and the Cerro Prieto Gold Mine in
Sonora, Mexico, while advancing the San Francisco Gold Project in Sonora toward a potential production restart
and the Back Forty Project in Michigan toward development.
Goldgroup’s strategy is focused on building a larger-scale intermediate precious-metals producer through a
combination of production growth, exploration, mine optimization, project development, and potential
acquisition of additional projects or M&A transactions.
The Company is listed on the TSX Venture Exchange and NYSE American under the symbol "GORO" and on the
Frankfurt Exchange under the symbol "55G."
For further information on Goldgroup, please visit www.goldgroupmining.com.
Contact
Javier Reyes
Chief Executive Officer
Goldgroup Mining Inc.
+52 1 55 8534 9323
(604) 306-6867
www.goldgroupmining.com
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 news release.
Forward-Looking Statements:
Certain information contained in this news release 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). Forward-looking statements relate to analyses and
other information that are based on forecasts of future results, as well as estimates and assumptions of
management. These statements include, without limitation, statements relating to the Offering, including the size
and completion of the Offering, the anticipated Closing Date, the intended use of the net proceeds of the Offering,
the receipt of necessary regulatory approvals, including the approval of the TSXV and NYSE American, as well as
the Company's future plans and prospects, including in respect of its assets , a potential future restart of mining
operations at the San Francisco project, and advancement of the Back Forty Project toward development.
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, and are
developed based on assumptions about such risks, uncertainties and other factors, including, without limitation:
the ability of the Company to complete the Offering on the timeline and on the terms described herein; receipt of
all required regulatory approvals in connection with the Offering , including approval from the TSXV and NYSE
American; and the risk factors disclosed in the Company’s management information circular dated May 29, 2026,
Goldgroup’s annual information form dated June 10, 2026 and other continuous disclosure materials available
under the Company’s profile on SEDAR+ at www.sedarplus.ca. 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.