Mr. Ralph Shearing reports

GOLDGROUP SECURES OWNERSHIP OF THE SAN FRANCISCO GOLD MINE ACQUIRING 100 per cent OF MOLIMENTALES DEL NOROESTE, S.A. DE C.V.

Further to Goldgroup Mining Inc.'s news release dated Sept. 18, 2025, subject to the final approval of the TSX Venture Exchange, Goldgroup has acquired all of the issued and outstanding Series A shares in the fixed capital and all the issued and outstanding Series B shares in the variable capital of Molimentales del Noroeste S.A. de C.V. through a Concurso Mercantil process (restructuring proceeding equivalent to Chapter 11 in the United States). Goldgroup has received approval from the Second District Court for Commercial Bankruptcy Matters to the plan of arrangement, the company filed with the Mexican court under the Concurso Mercantil process. The judgement issued by the Mexican court in favour of Goldgroup's plan of arrangement completes the bankruptcy and restructuring of Molimentales. Molimentales' primary asset is the formerly producing San Francisco mine concessions, located in Sonora state, Mexico. The acquisition of Molimentales is an arm's-length transaction and there are no finders' fees payable.

"This transaction marks a truly transformational milestone for Goldgroup," said Ralph Shearing, chief executive officer of Goldgroup Mining. "The San Francisco mine, located 44 km in a straight line from our Cerro Prieto gold mine in Sonora, represents a unique opportunity to consolidate a highly prospective gold district. Its most recent historic NI 43-101 technical report (dated Aug. 8, 2020, prepared by Micon International Ltd.) outlines 1.4 million ounces of gold in measured and indicated resources within 99.7 million tonnes at 0.446 g/t calculated at gold price of $1,500/oz, providing a strong foundation for renewed development.

"Over the coming months, we will launch an aggressive drilling campaign aimed at confirming and upgrading these resources, while also testing for additional mineralization both within and beyond the current open-pit footprint. Our goal is to unlock the full potential of this asset and advance a robust, long-term mine plan that can reshape the future of Goldgroup.

"In management's opinion, San Francisco represents one of the lowest capital costs, near-term potential gold production projects available in today's junior mining space."

Goldgroup filed a proposal under the Concurso Mercantil process to acquire Molimentales under the plan of arrangement with the liquidator appointed by the Mexican court to oversee Molimentales' bankruptcy proceedings. The plan of arrangement was approved by over 50 per cent of the recognized creditors of Molimentales as required under Mexican law, recommended by the liquidator and subsequently filed with the Mexican court for approval. The Mexican court approved the plan of arrangement by judgement issued effective Dec. 23, 2025. The acquisition of Molimentales will be subject to the issuer satisfying all the conditions of the Concurso, including paying all creditors under the plan of arrangement, all outstanding taxes and concession fees due to the Mexican government, as well as receiving final approval from the TSX Venture Exchange. With the plan of arrangement and together with the settlement of outstanding liabilities owed to the Mexican government in order to maintain the San Francisco mine in good standing, transfer of ownership of Molimentales, and the San Francisco mine and its associated assets, including mining concessions, processing plants and all related infrastructure, to Goldgroup, will occur free and clear of all liens and liabilities.

Prior to the filing of the plan of arrangement, Goldgroup acquired 60.24 per cent of the debts owed to certain major creditors as recognized by the Mexican court for $8,523,216 (U.S.) of which $7,496,092 (U.S.) has been paid to date and the balance of $1,027,124 (U.S.) will be paid to complete the acquisition. Under the terms of the plan of arrangement Goldgroup has agreed to pay $2,566,098 (U.S.) in three equal instalments in December, 2026, 2027 and 2028 to the remaining creditors holding 39.76 per cent of the recognized debt in addition to all outstanding mining concession fees (including penalties and interest), taxes, fees owed to the National Water Commission, supplier debts and certain expenses related to the Concurso proceedings currently estimated at 170 million Mexican pesos (approximately $9.3-million (U.S.)). Some of the payments described above are facilitated through the company acquiring the Molimentales shares by paying the owners of the Molimentales shares 100,000 Mexican pesos and capitalizing Molimentales with 99.9 million Mexican pesos for a total of 100 million Mexican pesos.

About the San Francisco mine

The San Francisco mine, historically one of the significant gold producers in Sonora, Mexico, has substantial existing infrastructure and potential for future exploration, development, expansion and production. Securing control of this asset is aligned with Goldgroup's vision of becoming a leading Mexican-focused mining company with operational expertise and a strong commitment to responsible mining practices.

The San Francisco mine is a large-scale, formerly producing open pit gold mine. The San Francisco project encompasses 13 concessions totalling 33,667 hectares plus 13,284 hectares of regional concessions in the north-central portion of the state of Sonora, Mexico, approximately 150 kilometres north of the state capital, Hermosillo.

The operation comprises two previously producing open pits (San Francisco and La Chicharra), together with heap leach processing facilities and associated infrastructure located close to the San Francisco pit.

With excellent infrastructure already in place and producing as recently as 2022, this acquisition represents an opportunity for a near-term, low-cost gold production restart, expected to more than triple Goldgroup's current production capacity toward plus 60,000 gold ounces annually.

A decision to restart operations will be made quickly after completing confirmation and expansion drilling. Plans are in place to conduct a drilling campaign over the next few months to confirm and upgrade existing resources, and outline potential additional resources within and outside of the existing open pit which will allow for the development of a new mine plan.

Highlights

• Opportunity to restart production, optimize operations and expand resources through development and exploration drilling;
• Historical large volume open pit mining of disseminated gold was carried out from 2010 through to 2022 producing approximately 1.3 million ounces gold;
• Potential resource expansion through development drilling within and, adjacent to, the current open pits, as well as multiple additional exploration targets;
• More recent historic drilling has discovered multiple strongly mineralized structures behind and below the current pit walls;
• Situated in a belt of metamorphic rocks that host numerous gold occurrences along the trace of the Mojave-Sonora Megashear, which trends southeast from south-central California into Sonora;
• Historic metallurgy recoveries between 67 per cent to 72 per cent (Molimentales historic production records during previous 10 years of operation subsequent to mine closure in November, 2022).

Processing throughput capacity of up to 22,000 tonnes per day (Micon Aug. 28, 2020, historic National Instrument 43-101 technical report) is in place on site (utilizing two existing and parallel crushing circuits 15,000 tpd plus 7,000 tpd). Existing infrastructure includes grid power, on-site wells, ROM and crushed-ore pads, twin ADR plants, assay lab, workshops, haul roads all next to major highway.

Mineralization at the San Francisco project is predominantly gold with trace to small amounts of other metallic minerals. The gold occurs in granitic gneiss and the deposit contains principally free gold and occasionally electrum.

The San Francisco deposits are roughly tabular with multiple phases of gold mineralization. The deposits strike 60 degrees to 65 degrees west, dip to the northeast, range in thickness from four to 50 metres, extend over 1,500 m along strike and are open ended. Another deposit, the La Chicharra zone, was mined by the former owner as a separate pit.

The most recent resource estimate from a historic NI 43-101 technical report prepared by Micon International Ltd. dated Aug. 8, 2020, estimated 1.43 million oz Au M&I (measured and indicated) at 0.446 g/t (measured 34,675,000 tonnes containing 515,000 oz Au at 0.46 g/t and indicated 65,025,000 tonnes containing 914,000 oz at 0.45 g/t). Production records show that the Aug. 8, 2020, quoted historical resources has been depleted with mining by approximately negative 119,589 Au ounces. The company is not treating the information from the Micon report as a current resource for the company. Although the company believes such information to be relevant and reliable, the company is treating the information as historical.

Mineral resources that are not mineral reserves do not have demonstrated economic viability. A qualified person has not done sufficient work to classify the historical estimate as current mineral resources and the company is not treating the historical estimate as current mineral resource.

Cautionary statement

The completion of the plan of arrangement and proposed acquisition of Molimentales is subject to the approval of the TSX Venture Exchange.

Ralph Shearing, PGeol (Alberta), a qualified person under National Instrument 43-101 and, CEO of the company, has reviewed and approved the technical disclosure contained in this news release.

About Goldgroup Mining Inc.

Goldgroup is a Canadian-based mining company with three high-growth gold assets in Mexico. In addition to the San Francisco gold mine, the company has a 100-per-cent interest in the producing Cerro Prieto heap-leach gold mine located in the state of Sonora. An optimization and exploration program is under way at Cerro Prieto to significantly increase existing production and resources.

The company also holds a 100-per-cent interest in the Pinos underground gold development project in Zacatecas state.

Goldgroup is led by a team of highly successful and seasoned individuals with extensive expertise in mine development, corporate finance and exploration in Mexico.

We seek Safe Harbor.