Goldgroup Upsizes Private Placement to US$125 Million in Response to Strong Investor Demand

Goldgroup plans to raise up to US$125 million to fund project advancement and provide flexibility for potential mining-sector acquisitions.

Rhea-AI Summary

Goldgroup Mining (GORO) increased its previously announced non-brokered private placement from up to approximately US$75 million to up to approximately US$125 million in response to investor demand.

Each Unit will comprise one common share and one-half of one common share purchase warrant, with each whole warrant exercisable at US$5.10 per share for 18 months from the expected closing date of on or about September 30, 2026. The financing is subject to required regulatory approvals from the TSX Venture Exchange and NYSE American and the resulting securities will be subject to a four‑month‑plus‑one‑day hold period under Canadian securities laws.

Goldgroup plans to use net proceeds for working capital and general corporate purposes, including advancing its Don David, Cerro Prieto, San Francisco and Back Forty projects and evaluating mining-sector M&A opportunities.

Positive

• Private placement size increased to up to US$125 million from approximately US$75 million
• Warrants provide potential additional capital with US$5.10 exercise price over 18 months
• Proceeds earmarked to advance four 100%-owned producing and development assets and M&A

Negative

• Equity Units and attached warrants imply potential future shareholder dilution
• Company may pay finders a cash commission of up to 5% of gross proceeds
• Closing is conditional on receiving required TSXV and NYSE American approvals

Market Context

The September 3 filing reported a $31.5 million working capital deficiency; the upsized placement ad...

Analysis

The September 3 filing reported a $31.5 million working capital deficiency; the upsized placement added financing capacity while stated uses included existing projects, acquisitions and strategic investments.

Key Figures

Maximum gross proceeds: up to US$125 million Warrant allocation: one-half warrant Warrant exercise price: US$5.10 +4 more

Maximum gross proceeds

up to US$125 million

Upsized from up to US$75 million

Warrant allocation

one-half warrant

Per common-share unit

Warrant exercise price

US$5.10

Per warrant share

Warrant term

18 months

From the closing date

Expected closing date

September 30, 2026

Subject to required regulatory approvals

Finder commission

5%

Of gross proceeds from introduced subscribers

Statutory hold period

four months and one day

After the closing date

Key Terms

private placement, warrant, related-party transaction, mi 61-101, +1 more

5 terms

private placement financial

"increased the size of its previously announced private placement"

A private placement is a sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.

warrant financial

"Each Warrant will entitle the holder thereof to acquire one common share"

A warrant is a time-limited financial contract that gives its holder the right to buy a company's shares at a set price before a specified date, like a coupon that lets you purchase stock at a fixed discount for a limited time. It matters to investors because warrants offer leveraged exposure to a stock’s upside and can dilute existing shareholders if exercised, so they affect potential gains and the company’s outstanding share count.

related-party transaction regulatory

"participation would constitute a related-party transaction"

A related-party transaction is a deal, payment or transfer of value between a company and people or entities closely connected to its managers, directors or major owners—think of a business hiring a company owned by the CEO’s sibling. Investors care because such deals can be biased, overprice goods or hide conflicts of interest, affecting profits and trust; clear disclosure and fair terms help ensure the company is run in shareholders’ best interest.

mi 61-101 regulatory

"under Multilateral Instrument 61-101"

MI 61-101 is a Canadian securities rule that sets procedures for major deals involving insiders or controlling shareholders, requiring independent valuations, extra disclosure and often shareholder approval to protect minority holders. It matters to investors because it acts like an impartial referee and independent appraiser, reducing the chance that people in control can push through unfair sales, mergers or asset transfers that would harm ordinary shareholders.

statutory hold period regulatory

"will be subject to a statutory hold period"

A statutory hold period is a legally required time window during which newly issued securities or shares received by insiders cannot be sold. It matters to investors because it affects when those shares can enter the market, influencing supply, short-term liquidity and potential price pressure—think of it like a temporary “no-sell” tag that prevents an immediate flood of items onto a store shelf after a big restock.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Capital Raise Positions Goldgroup to Accelerate Growth Across Four 100%-Owned Precious-Metals Assets and Pursue Strategic M&A Opportunities

Vancouver, British Columbia--(Newsfile Corp. - September 14, 2026) - Goldgroup Mining Inc. (TSXV: GORO) (NYSE American: GORO) (FSE: 55G) ("Goldgroup" or the "Company") is pleased to announce that, in response to investor demand, the Company has increased the size of its previously announced private placement (the "Offering") from aggregate gross proceeds of up to approximately US$75 million to aggregate gross proceeds of up to approximately US$125 million.

Javier Reyes, Chairman and CEO, 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.

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 whole common share purchase warrant, a "Warrant"). Each Warrant will entitle the holder thereof to acquire one common share (a "Warrant Share") at a price per Warrant Share of US$5.10 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 September 8, 2026.

The Offering is expected to close on or about September 30, 2026 (the "Closing Date") and is subject to the Company receiving all necessary regulatory approvals, including the conditional approval of the TSX Venture Exchange (the "TSXV") and the approval of NYSE American LLC (the "NYSE American").

The securities to be issued under the Offering have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any U.S. state securities laws, and may not be offered or sold in the "United States" (as defined in Regulation S under the U.S. Securities Act) 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 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% of the gross proceeds raised from subscribers introduced by those finders, in accordance with applicable securities laws and the policies of the TSXV.

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 ("MI 61-101"). 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

Goldgroup Mining Inc. is a precious-metals producer and growth-oriented mining company with four 100%-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."

For further information on Goldgroup, please visit www.goldgroupmining.com.

Contact

Javier Reyes
Chief Executive Officer
Goldgroup Mining Inc.
+52 1 55 8534 9323
(604) 306-6867
www.goldgroupmining.com

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.

Forward-Looking Statements:

This news release contains "forward-looking information" within the meaning of applicable Canadian securities laws and "forward-looking statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995 (collectively, "forward-looking statements"). Forward-looking statements in this news release include, but are not limited to, statements regarding the completion, size and timing of the Offering; the availability of prospectus and registration exemptions; the receipt of required regulatory approvals, including the approvals of the TSXV and NYSE American; insider participation and the availability of MI 61-101 exemptions; the payment of any finder's fees; the Company's intended use and allocation of the net proceeds, including the advancement of its existing projects and the evaluation and funding of acquisitions, strategic investments and other M&A opportunities; the advancement and potential restart of mining operations at the San Francisco Gold Project; the advancement of the Back Forty Project toward development; and the Company's growth, acquisition and M&A strategy.

Forward-looking statements are based on the Company's current expectations, estimates, projections, assumptions and beliefs, including assumptions regarding investor demand; the availability of financing on the terms described in this news release; the satisfaction of the conditions to closing; the receipt and timing of required regulatory approvals; the absence of a material adverse change in market conditions or the Company's business before closing; the Company's ability to advance its existing projects; the availability of suitable acquisition, strategic investment and other M&A opportunities; the satisfactory completion of due diligence and negotiation of acceptable terms; and the Company's ability to retain sufficient liquidity and deploy or reallocate the net proceeds in a manner consistent with its business objectives. Forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause actual results to differ materially, including the risks that the Offering may not close, may close for a smaller amount or may be delayed; indications of interest or commitments may be withdrawn or reduced; required approvals may not be obtained on acceptable terms or at all; market conditions may change; the issuance of the securities may result in dilution; resale or transfer restrictions may apply; the Company may allocate a material portion of the net proceeds to acquisitions, strategic investments or other M&A opportunities; suitable opportunities may not be identified or completed on acceptable terms or at all; any completed transaction may not achieve its anticipated benefits and may expose the Company to additional business, financing, operational, regulatory, integration and market risks; the Company may be unable to recover all or part of an investment; the Company may change its use of proceeds as circumstances require; and the Company may be unable to advance, restart, develop or acquire projects as currently contemplated. Additional risks are described in the Company's annual information form dated June 10, 2026 and other continuous disclosure documents available under the Company's profile on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov. Any forward-looking statements in this news release are expressly qualified by this cautionary statement.

Although the Company believes that the expectations and assumptions reflected in its forward-looking statements are reasonable as of the date of this news release, no assurance can be given that they will prove to be correct. Readers should not place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date of this news release, and the Company undertakes no obligation to update or revise them to reflect subsequent events or circumstances, except as required by applicable securities laws.

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/314135

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How are the Units in Goldgroup's private placement structured?

Each Unit consists of one common share and one-half of one common share purchase warrant. Each whole warrant entitles the holder to acquire one common share at US$5.10 per share for a period of 18 months from the Closing Date.

When is the private placement expected to close and what approvals are required?

The Offering is expected to close on or about September 30, 2026, subject to Goldgroup receiving all necessary regulatory approvals, including conditional approval from the TSX Venture Exchange and approval from NYSE American.

What resale restrictions will apply to the securities issued in the Offering?

The common shares and warrants comprising the Units, and the warrant shares issuable upon exercise, will be subject to a statutory hold period under applicable Canadian securities laws ending four months and one day after the Closing Date.

In which jurisdictions will the Units be offered?

The Units will be offered pursuant to applicable prospectus exemptions 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 securities will not be registered under the U.S. Securities Act and may not be offered or sold in the United States without registration or an available exemption.

What finders' compensation may be paid in connection with the Offering?

Goldgroup may 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 TSX Venture Exchange policies.

How does Goldgroup intend to use the net proceeds from the private placement?

Goldgroup intends to use net proceeds for working capital and general corporate purposes, including advancing its Don David and Cerro Prieto producing mines, the San Francisco Gold Project toward a potential restart, and the Back Forty Project toward development, as well as evaluating and potentially funding acquisitions, strategic investments and other M&A opportunities in the mining sector.

Will insiders participate in the Offering and how is this treated under MI 61-101?

Certain insiders of Goldgroup may participate in the Offering, which would constitute a related-party transaction under MI 61-101. The company expects this participation will be exempt from the formal valuation and minority shareholder approval requirements under sections 5.5(a) and 5.7(1)(a) of MI 61-101.