Mr. Javier Reyes reports
GOLDGROUP UPSIZES PRIVATE PLACEMENT TO US$125 MILLION IN RESPONSE TO STRONG INVESTOR DEMAND
In response to investor demand, Goldgroup Mining Inc. has increased the size of its previously announced private placement from aggregate gross proceeds of up to approximately $75-million (U.S.) to aggregate gross proceeds of up to approximately $125-million (U.S.).
Javier Reyes, chairman and chief executive officer, commented: "The strong interest in our financing from both retail and some of the largest institutions in the world is a major vote of confidence in Goldgroup and its growth strategy.
"We believe Goldgroup is at an inflection point. With a significantly strengthened balance sheet, producing assets, near-term opportunities to grow production, a substantial exploration portfolio and the ability to pursue disciplined M&A, we are increasingly positioned to execute our objective of building one of the leading intermediate precious-metals producers in the Americas.
"We are extremely grateful for the confidence these investors have placed in us. Our responsibility now is to execute and create long-term value for all Goldgroup shareholders."
Goldgroup currently owns and operates the producing Don David gold mine in Oaxaca and the producing Cerro Prieto gold mine in Sonora, Mexico, while advancing the San Francisco gold project in Sonora toward a potential production restart and the Back Forty project in Michigan toward development. The company's strategy is to build a larger-scale intermediate precious-metals producer through a combination of production growth, exploration, mine optimization, project development and disciplined M&A (mergers and acquisitions).
Private placement summary
Each unit will consist of one common share of the company and one-half of one common share purchase warrant of the company. Each warrant will entitle the holder thereof to acquire one common share at a price per warrant share of $5.10 (U.S.) for a period of 18 months from the closing date (as defined herein).
The offering remains non-brokered. Other than the increase in the size of the offering, all other terms of the offering remain unchanged. For additional information regarding the offering, please refer to the company's news release dated Sept. 8, 2026.
The offering is expected to close on or about Sept. 30, 2026, and is subject to the company receiving all necessary regulatory approvals, including the conditional approval of the TSX Venture Exchange and the approval of NYSE American LLC.
The units will be offered pursuant to applicable exemptions from the prospectus requirements in the provinces of Canada and in other jurisdictions outside Canada, provided that no prospectus filing or comparable obligation arises in any such jurisdiction.
The common shares and warrants comprising the units, and the warrant shares issuable upon exercise of the warrants, will be subject to a statutory hold period under applicable Canadian securities laws ending four months and one day after the closing date.
In connection with the offering, the company may pay eligible finders a cash commission equal to 5 per cent of the gross proceeds raised from subscribers introduced by those finders, in accordance with applicable securities laws and the policies of the TSX-V.
Certain insiders of the company may participate in the offering, which participation would constitute a related party transaction under Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions. The company expects that such participation will be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 under sections 5.5(a) and 5.7(1)(a), respectively.
The company intends to use the net proceeds of the offering for working capital and general corporate purposes, including advancing its existing mining and development projects and evaluating and funding acquisitions, strategic investments, and other M&A opportunities in the mining sector. The company has not made a final allocation of the net proceeds and may reallocate them among these purposes 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.
Mr. Reyes further commented: "One of the most important advantages of this financing is that it gives Goldgroup optionality. We can invest aggressively in our highest-return organic opportunities while maintaining the financial strength to act when compelling external opportunities emerge.
"Our objective is not simply to become a larger company. Our objective is to build a better company -- with larger production, longer mine lives, stronger margins, a high-quality institutional shareholder base and disciplined capital allocation."
About Goldgroup Mining Inc.
Goldgroup Mining is a precious-metals producer and growth-oriented mining company with four 100-per-cent-owned assets across Mexico and the United States.
The company owns and operates the Don David gold mine in Oaxaca, Mexico, and the Cerro Prieto gold mine in Sonora, Mexico, while advancing the San Francisco gold project in Sonora toward a potential production restart and the Back Forty project in Michigan toward development.
Goldgroup's strategy is focused on building a larger-scale intermediate precious-metals producer through a combination of production growth, exploration, mine optimization, project development, and potential acquisition of additional projects or M&A transactions.
The company is listed on the TSX Venture Exchange and NYSE American under the symbol GORO and on the Frankfurt Stock Exchange under the symbol 55G.
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