Goldgroup Announces Non-Brokered Private Placement To Fuel Strategic Acquisitions And Growth

(TheNewswire)

Vancouver, British Columbia - July18, 2025 – TheNewswire- Goldgroup Mining Inc. (“Goldgroup” or the“Company”) (TSX-V:GGA, OTC:GGAZF) is pleased to announce that ithas arranged a non-brokered private placement of up to 15,000,000units of the Company (“Units”) at a price of $0.80 per Unit foraggregate gross proceeds of up to $12,000,000 (the “Private Placement’). Each Unit will consist of one common share (a“Common Share”) and one-half common share purchase warrant, with eachfull warrant (a “Warrant”) beingexercisable to purchase one additional Common Share at a price of$1.10 for twenty-four (24) months from the date of issuance; provided that if the closing price of theCompany’s common shares on the TSX Venture Exchange (or any otherstock exchange or quotation system on which the Company's commonshares are then listed or quoted) for a period of 10 consecutivetrading days is $1.25 or higher, the expiry date of the Warrants willbe accelerated and notice given by press release (disseminated througha newswire service in Canada) at which point the Warrants willthereafter expire on the 30th calendar day after the date of the pressrelease.

The Company intends to pay finders' fees to eligiblefinders, in accordance with applicable securities laws and thepolicies of the TSX Venture Exchange (“TSXV”). The PrivatePlacement is subject to approval of the TSXV, and all securitiesissued under the Private Placement will be subject to statutory holdperiods expiring four months and one day from the date of closing ofthe Private Placement.

Strategic Vision: Fueling GrowthThrough Targeted Acquisitions

Goldgroup Mining is strategically positioning itselffor significant expansion through targeted acquisitions in the miningsector. The net proceeds from this Private Placement will be primarilydedicated to the diligent assessment and strategic pursuit ofacquisition opportunities. With a focus on enhancing shareholdervalue, the Company aims to leverage these funds to acquire promisingmining assets, potentially including operating mines or strategicstakes in other mining companies. The Company cautions that it hasbeen searching for and conducting due diligence on mineral projectsthat Management believes would enhance the Company’s portfolio ofexisting projects for some time, but to date has not proceeded pastthe due diligence stage. Accordingly, the Company warns that there isno assurance that a suitable project will be identified, satisfactorydue diligence conducted and any acquisition transaction completed.Further, investors should be aware that completing a transaction inmost circumstances can take many months.

Quote from CEO:

Ralph Shearing, CEO of Goldgroup, commented: “ThisPrivate Placement marks a pivotal step in Goldgroup’s growthstrategy. We are committed to deploying this capital effectively tosecure assets that complement our existing operations and offersubstantial upside potential. Our team is actively evaluating a rangeof opportunities, with a particular emphasis on assets within Mexicothat align with our operational expertise.”

THIS PRESS RELEASE, PROVIDED PURSUANT TO APPLICABLECANADIAN REQUIREMENTS, IS NOT FOR DISTRIBUTION TO UNITED STATES NEWSSERVICES OR FOR DISSEMINATION IN THE UNITED STATES, AND DOES NOTCONSTITUTE AN OFFER OF THE SECURITIES DESCRIBED HEREIN. THE OFFERINGIN QUESTION HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIESACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND THESECURITIES SOLD IN SUCH OFFERING MAY NOT BE OFFERED OR SOLD IN THEUNITED STATES OR TO U.S. PERSONS ABSENT REGISTRATION OR APPLICABLEEXEMPTION FROM REGISTRATION REQUIREMENTS.

AboutGoldgroup

Goldgroup is a Canadian-based mining Company that ownsand operates the Cerro Prieto heap-leach gold mine located in theState of Sonora, Mexico and is led by a team of highly successful andseasoned individuals with extensive expertise in mine development,corporate finance, and exploration in Mexico.

For further information on Goldgroup, pleasevisit www.goldgroupmining.com

On behalf of the Boardof Directors

Ralph Shearing

CEO

+1 (604)764-0965

THIS PRESS RELEASE, PROVIDED PURSUANT TO APPLICABLECANADIAN REQUIREMENTS, IS NOT FOR DISTRIBUTION TO UNITED STATES NEWSSERVICES OR FOR DISSEMINATION IN THE UNITED STATES.

Neither the TSXVenture Exchange nor its Regulation Service Provider acceptsresponsibility for the adequacy or accuracy of thisrelease.

This press release shall not constitute an offer tosell or the solicitation of an offer to buy, nor shall there be anysale of these securities in any jurisdiction in which such offer,solicitation or sale would be unlawful prior to registration orqualification under the securities laws of any such jurisdiction. Suchsecurities have not been, and will not be, registered under the UnitedStates Securities Act of 1933, as amended (the “U.S. SecuritiesAct”), or any state securities laws, and, accordingly, may not beoffered or sold within the United States, or to or for the account orbenefit of persons in the United States or “U.S. Persons”, as suchterm is defined in Regulation S promulgated under the U.S. SecuritiesAct, unless registered under the U.S. Securities Act and applicablestate securities laws or pursuant to an exemption from suchregistration requirements.

CAUTIONARY NOTE REGARDINGFORWARD-LOOKING INFORMATION

Certain information contained inthis news release, including any information relating to futurefinancial or operating performance, may be considered“forward-looking information” (within the meaning of applicableCanadian securities law) and “forward-looking statements” (withinthe meaning of the United States Private Securities Litigation ReformAct of 1995). These statements relate to analyses and otherinformation that are based on forecasts of future results, estimatesof amounts not yet determinable and assumptions of management. Actualresults could differ materially from the conclusions, forecasts andprojections contained in such forward-looking information.

These forward-looking statementsreflect Goldgroup’s current internal projections, expectations orbeliefs and are based on information currently available to Goldgroup.In some cases forward-looking information can be identified byterminology such as “may”, “will”, “should”, “expect”,“intend”, “plan”, “anticipate”, “believe”,“estimate”, “projects”, “potential”, “scheduled”,“forecast”, “budget” or the negative of those terms or othercomparable terminology. Certain assumptions have been made regardingTSXV acceptance of and closing the Private Placement  Many of theseassumptions are based on factors and events that are not within thecontrol of Goldgroup and there is no assurance they will prove to becorrect.

Forward-looking information issubject to a variety of known and unknown risks, uncertainties andother factors that could cause actual events or results to materiallydiffer from those reflected in the forward-looking information, andare developed based on assumptions about such risks, uncertainties andother factors including,without limitation: non-completion of any proposed transactions;receipt of all required stock exchange and regulatory approvals,; thecontinued listing and trading of the Company’s common shares;uncertainties related to actual capital costs operating costs andexpenditures; production schedules and economic returns fromGoldgroup’s projects; uncertainties associated with developmentactivities; uncertainties inherent in the estimation of mineralresources and precious metal recoveries; uncertainties related tocurrent global economic conditions; fluctuations in precious and basemetal prices; uncertainties related to the availability of futurefinancing; potential difficulties with joint venture partners; risksthat Goldgroup’s title to its property could be challenged;political and country risk; risks associated with Goldgroup beingsubject to government regulation; risks associated with surfacerights; environmental risks; Goldgroup’s need to attract and retainqualified personnel; risks associated with potential conflicts ofinterest; Goldgroup’s lack of experience in overseeing theconstruction of a mining project; risks related to the integration ofbusinesses and assets acquired by Goldgroup; uncertainties related tothe competitiveness of the mining industry; risk associated withtheft; risk of water shortages and risks associated with competitionfor water; uninsured risks and inadequate insurance coverage; risksassociated with potential legal proceedings; risks associated withcommunity relations; outside contractor risks; risks related toarchaeological sites; foreign currency risks; risks associated withsecurity and human rights; and risks related to the need forreclamation activities on Goldgroup’s properties, as well as therisk factors disclosed in Goldgroup’s MD&A and other publicdisclosure by Goldgroup. Any and all of the forward-lookinginformation contained in this news release is qualified by thesecautionary statements.

Although Goldgroup believes that theforward-looking information contained in this news release is based onreasonable assumptions, readers cannot be assured that actual resultswill be consistent with such statements. Accordingly, readers arecautioned against placing undue reliance on forward-lookinginformation. Goldgroup expressly disclaims any intention or obligationto update or revise any forward-looking information, whether as aresult of new information, events or otherwise, except as may berequired by, and in accordance with, applicable securitieslaws.

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