Goldgroup Mining Inc. (TSX-V: GORO) (NYSE American: GORO) (FSE: 55G) has closed its previously announced non-brokered private placement, issuing 33,382,326 units at US$3.65 per Unit for aggregate gross proceeds of US$121,845,490.

Each Unit consists of one common share of the Company and one-half of one common share purchase warrant. Each Warrant entitles the holder to acquire one common share at an exercise price of US$5.10 until March 25, 2028.

The Company intends to use the net proceeds for working capital and general corporate purposes, including advancing its existing mining and development portfolio and evaluating strategic investments and M&A opportunities in the mining sector. The Offering exceeded Goldgroup’s initial US$75 million target by more than 60%, strengthening the Company’s balance sheet and increasing its financial flexibility. Goldgroup has not made a final allocation of the net proceeds and may reallocate them in response to business opportunities, market conditions and other circumstances. Pending deployment, the net proceeds may be held in cash, cash equivalents or short-term investments. There can be no assurance that any acquisition, investment or other transaction will be identified or completed on acceptable terms or at all.

Javier Reyes, Chairman and CEO, commented, “This financing is an important milestone for Goldgroup. Raising approximately US$122 million on a non brokered basis—more than 60% above our initial target and the largest financing in the Company’s history—reflects strong support from new and existing shareholders and gives us greater flexibility to advance our portfolio and evaluate strategic opportunities. We believe it reflects Goldgroup’s growing profile in the mining investment community. The participation of leading institutional and sophisticated mining investors is especially meaningful to us, and we do not take their trust for granted.”

“Our priority now is disciplined execution. We intend to deploy this capital to support production growth, project advancement and carefully selected external opportunities. We intend to repay the confidence investors have placed in us through disciplined capital allocation, operational performance and a relentless focus on creating long-term value per share. We are grateful to every investor who has chosen to join us on this journey, and to our employees and partners whose work has made this milestone possible.”

Goldgroup’s four wholly owned assets include the producing Don David Gold Mine in Oaxaca and Cerro Prieto Gold Mine in Sonora, Mexico; the San Francisco Gold Project in Sonora, which is being advanced toward a potential production restart; and the Back Forty Project in Michigan, which is advancing through permitting and feasibility. The Company’s strategy is to build a larger-scale mid-tier mining company through production growth, exploration, mine optimization, project development and disciplined M&A.

The securities issued under the Offering have not been and will not be registered under the United States Securities Act of 1933, or any U.S. state securities laws, and may not be offered or sold in the “United States” absent registration under the U.S. Securities Act and applicable U.S. state securities laws or an available exemption from those registration requirements. This news release does not constitute an offer to sell or a solicitation of an offer to buy any securities, nor will there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

The Shares and Warrants comprising the Units, and the Warrant Shares issuable upon exercise of the Warrants, are subject to a statutory hold period under applicable Canadian securities laws ending four months and one day after the Closing. The Company received conditional approval from the TSX Venture Exchange to close the Offering, with final TSXV approval subject to completion of the Company’s remaining filing requirements with the TSXV.

In connection with the Offering, the Company agreed to pay eligible finders a cash commission equal to 5% of the gross proceeds raised from subscribers introduced by those finders, in accordance with applicable securities laws and TSXV policies. The Company paid eligible finders aggregate cash commissions of US$4,219,785.04.

About Goldgroup

Goldgroup Mining Inc. is a precious-metals producer and growth-oriented mining company with four wholly owned assets in Mexico and the United States. The Company owns and operates the Don David Gold Mine in Oaxaca and the Cerro Prieto Gold Mine in Sonora, Mexico, and is advancing the San Francisco Gold Project in Sonora toward a potential production restart and the Back Forty Project in Michigan toward permitting and feasibility.

Goldgroup’s strategy is to build a larger-scale intermediate mining company through production growth, exploration, mine optimization, project development and disciplined M&A. The Company is listed on the TSXV and NYSE American under the symbol “GORO” and on the Frankfurt Stock Exchange under the symbol “55G.” For more information, visit www.goldgroupmining.com.

www.goldgroupmining.com