Goldgroup Mining Inc. (TSX-V: GORO) (NYSE American: GORO) (FSE: 55G)  is pleased to announce that it has completed its previously announced strategic investment in Luca Mining Corp. through the bought deal private placement offering of subscription receipts of Luca in connection with Luca’s proposed acquisition of the Cozamin Mine.

Goldgroup participated in the Luca Offering that closed on October 14, 2026, and acquired 101,123,662 Subscription Receipts at a price of C$1.00 per Subscription Receipt for an aggregate investment of C$101,123,662. Following completion of the Cozamin Acquisition and conversion of all of the Subscription Receipts, Goldgroup will hold 101,123,662 common shares of Luca, which will represent approximately 19.9% of the issued and outstanding Luca Shares on a non-diluted basis.

Each Subscription Receipt is convertible into one Luca Share upon satisfaction or waiver of certain release conditions (including the satisfaction of all conditions precedent to the completion of the Cozamin Acquisition), subject to adjustments and in accordance with the terms and conditions of the subscription receipt agreement that Luca entered into in connection with closing the Luca Offering. Goldgroup may elect to convert the Subscription Receipts earlier, provided that the number of Luca Shares issuable upon conversion thereof does not exceed 19.9% of the issued and outstanding Luca Shares on a non-diluted basis, unless Luca has obtained requisite shareholder and regulatory approvals.

In connection with closing the Strategic Investment, Goldgroup and Luca entered into an investor rights agreement pursuant to which Goldgroup is entitled to certain rights, once, and for so long as, Goldgroup beneficially owns at least 10% of the outstanding Luca Shares, including: (a) the right to participate in equity financings and top-up its holdings in relation to dilutive issuances in order to maintain its pro rata ownership interest at the time of such financing; and (b) the right to nominate two persons to the board of directors of Luca.

Early Warning Disclosure

In connection with the Strategic Investment, Goldgroup acquired 101,123,662 Subscription Receipts. Prior to closing the Strategic Investment, Goldgroup did not beneficially own or have control or direction over any securities of Luca. As a result of the Strategic Investment, Goldgroup has beneficial ownership and control over 101,123,662 Subscription Receipts. Assuming completion of the Cozamin Acquisition and conversion of all of the Subscription Receipts, Goldgroup will beneficially own and control 101,123,662 Luca Shares, representing approximately 19.9% of the issued and outstanding Luca Shares on a non-diluted basis.

Goldgroup acquired the Subscription Receipts as part of its strategy of evaluating strategic investments and M&A opportunities in the mining sector. Goldgroup intends to assess opportunities relating to its investment in Luca and depending on its strategic priorities, market conditions, and its evaluation of Luca’s business, prospects, financial condition and other relevant factors, Goldgroup may develop plans or intentions in respect of the actions listed in Item 5 of Goldgroup’s early warning report and may acquire Luca Shares and exercise its rights under the Investor Rights Agreement or dispose of securities of Luca or pursue any of the other matters listed in Item 5.

An early warning report with additional information omitted from this news release will be filed under Luca’s profile on SEDAR+ at www.sedarplus.ca or may be obtained directly upon request by contacting the Company’s contact person named below.

The Company’s head office is located at 1111 Melville Street, Suite 410, Vancouver, BC V6E 3V6. Luca’s head office is located at Suite 410 – 1111 Melville St. Vancouver, BC V6E 3V6.

About Goldgroup

Goldgroup Mining Inc. is a precious-metals producer 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 through permitting and feasibility.