Goldgroup Closes $15 Million Private Placement Eric Sprott Increases Holdings IN Company
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NOT FOR DISTRIBUTION OR DISSEMINATION IN THE UNITED STATES
GOLDGROUP CLOSES $15 MILLION PRIVATE PLACEMENT
ERIC SPROTT INCREASES HOLDINGS IN COMPANY
Vancouver, British Columbia ( May 8, 2025). Goldgroup Mining Inc. (“ Goldgroup” or the “ Company”)
(TSX-V: GGA, OTC: GGAZF) is pleased to announce that it has closed the CAD $15 million private placement
(the “Private Placement”) previously announced on April 11, 2025.
Goldgroup sold on a non-brokered private placement basis 27,272,727 units of the Company (“Units”) at
a price of $0.55 per Unit for aggregate gross proceeds of $15,000,000. Each Unit comprises one common
share (a “Common Share”) and one -half of a common share purchase warrant. Each whole warrant (a
“Warrant”) is exercisable into one Common Share at a price of $0.75 per share until November 7, 2026.
Mr. Eric Sprott, through 2176423 Ontario Ltd., a corporation which is beneficially owned by him, acquired
5,454,500 Units at $0.55 per Unit for total consideration of approximately $3 million.
In connection with the Private Placement, an insider of the Company acquired 5,454,500 Units or 20.0%
of the Private Placement. Participation by the Insider in the Private Placement was considered a "related
party transaction" pursuant to Multilateral Instrument 61 -101 – Protection of Minority Security Holders
in Special Transactions ("MI 61-101"). The Company was exempt from the requirements to obtain a formal
valuation or minority shareholder approval in connection with the Insiders' participation in the Private
Placement pursuant to sections 5.5(a) and 5.7(1)(a) of MI 61 -101 as neither the fair market value of any
securities issued to, nor the consideration paid by, the Insiders exceeded 25.0% of the Company's market
capitalization. A material change report was not filed in connection with the participation of Insiders in
the Private Placement less than 21 days in advance of the closing of the Private Placement, as the Insiders'
participation had not been confirmed at that time and the Company wishes to complete the Private
Placement in an expeditious manner for business reasons.
The Company paid cash of $4,514 and issued 631,794 finder’s units (each, a “Finder’s Unit”) to finders in
connection with the Private Placement. Each Finder’s Unit consists of one Common Share and one -half
common share purchase warrant, with each full warrant being exercisable to purchase one Common
Share at a price of $0.75 until November 7, 2026.
The Company intends to use the net proceeds raised from the Private Placement for near mine exploration
at the Cerro Prieto Project, mine capital equipment and production improvements, Pinos Project PEA
update, debt reduction, ongoing assessment of acquisition opportunities and general corporate working
capital purposes.
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All securities issued pursuant to the Private Placement will be subject to statutory hold periods expiring
September 8, 2025. Closing of the Private Placement is subject to final approval of the TSX Venture
Exchange.
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 am ended (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, please contact Sophia Shane at [email protected] or +1 604 306
6867 or visit the Company’s website at www.goldgroupmining.com
On behalf of the Board of Directors
Ralph Shearing
CEO
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
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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.
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.