Goldgroup Mining Inc. (GORO) completed its strategic investment in Luca Mining Corp. through Luca’s bought deal private placement, which closed October 14, 2026. Goldgroup acquired 101,123,662 Subscription Receipts at C$1.00 each, for an aggregate investment of C$101,123,662.
Each receipt is convertible into one Luca common share upon satisfaction or waiver of release conditions, including completion of the proposed Cozamin Acquisition. Following completion of the acquisition and conversion of all receipts, Goldgroup will hold 101,123,662 Luca shares, approximately 19.9% of issued and outstanding shares on a non-diluted basis. Goldgroup may elect to convert earlier, provided the shares issuable do not exceed 19.9% of Luca’s issued and outstanding shares on a non-diluted basis unless Luca has obtained requisite shareholder and regulatory approvals.
Under an Investor Rights Agreement, while Goldgroup beneficially owns at least 10% of Luca’s outstanding shares, it is entitled to participate in equity financings and top up its holdings in relation to dilutive issuances to maintain its pro rata ownership at the time of financing, and to nominate two persons to Luca’s board.
Goldgroup Mining Inc. reported $36,493,021 USD sold under Rule 506(b), with $0 USD remaining to be sold. The notice gives September 25, 2026 as the date of first sale. Each unit is 1 common share and 1/2 of 1 common share purchase warrant; each share is $3.65, and each whole warrant entitles its holder to purchase 1 common share at $5.10 for 18 months. Finders' fees are listed at $1,636,603 USD, and Research Capital USA Inc. and ATB Capital Markets USA Inc. appear in the sales compensation section.
Goldgroup Mining Inc. (GORO) closed its non-brokered private placement, issuing 33,382,326 units at US$3.65 each for aggregate gross proceeds of US$121,845,490. Each unit contains one common share and one-half of one common share purchase warrant. Each whole warrant entitles its holder to acquire one common share at US$5.10 until March 25, 2028. The placement exceeded Goldgroup’s initial US$75 million target by more than 60%.
Goldgroup intends to use net proceeds for working capital and general corporate purposes, including advancing its mining and development portfolio and evaluating mining-sector investments and M&A. It has not finalized the allocation and may reallocate proceeds; pending deployment, they may be held in cash, cash equivalents or short-term investments. The company paid eligible finders US$4,219,785.04 in commissions, calculated at 5% of gross proceeds from subscribers those finders introduced. The TSX Venture Exchange granted conditional approval to close; final approval is subject to completion of the company’s remaining filing requirements with the exchange.
Goldgroup Mining Inc. (GORO) closed its 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 comprised one common share and one-half of one warrant; each whole warrant entitles its holder to acquire one common share at US$5.10 until March 25, 2028. Goldgroup paid eligible finders aggregate cash commissions of US$4,219,785.04. The completed amount exceeded the initial US$75 million target by more than 60%.
Separately, Goldgroup entered a binding commitment to invest US$75 million in Luca Mining Corp.’s subscription-receipt offering, subject to applicable closing conditions, including TSXV approval. After conversion and completion of Luca’s proposed Cozamin acquisition, Goldgroup expects to own approximately 19.9% of Luca on a non-diluted pro forma basis. Conversion follows satisfaction of escrow release conditions; earlier conversion is permitted only if it would not exceed the 19.9% limit or trigger shareholder approval. Goldgroup expects to retain approximately US$91 million in cash after funding the investment, before transaction costs and other committed uses. Luca agreed to provide Goldgroup with investor rights while it beneficially owns at least 10% of Luca’s outstanding shares, including the right to nominate two directors, subject to conditions.
Goldgroup Mining Inc. (GORO) reports a change in its external auditor and has furnished related documentation to securities regulators. The company filed a Notice of Change of Auditor dated September 10, 2026, together with letters from the prior auditor and the newly appointed auditor, each also dated September 10, 2026. These materials are provided under Canadian National Instrument 51-102 – Continuous Disclosure Obligations.
Goldgroup Mining Inc. (GORO) filed a 6-K highlighting initial drilling success at its 26,000-metre core program at the formerly producing San Francisco Gold Project in Sonora, Mexico and outlining the growth potential of its Don David Gold Mine complex in Oaxaca. Early San Francisco results include higher-grade and broader gold intervals within the existing pit, feeding into geological, resource and mine-planning work for a potential restart, supported by a budget of approximately US$8.5 million and a technical study targeted for completion in Q4 2026, with a possible restart decision as early as Q1 2027.
The filing also describes Don David as a multi-mine, polymetallic underground operation with established Arista and Alta Gracia mines, the El Aguila processing facility (flotation capacity about 1,800 tonnes per day and agitated-leach capacity about 300 tonnes per day), and significant district-scale exploration upside. Goldgroup reports several marketing and investor-relations agreements totaling over US$800,000 plus EUR 200,000, and a change of auditor from Davidson & Company LLP to BDO USA, P.C., while reiterating its strategy to build a larger intermediate precious-metals producer through production growth, exploration and project development.
Goldgroup Mining Inc. (GORO) filed interim June 30, 2026 financials showing a transformed business following its growth and financing actions. For the six months, revenue rose to $42.3 million from $9.9 million a year earlier, driven by gold sales of $42.0 million. The company recorded modest net income of $0.3 million versus a prior-period loss of $42.3 million, helped by higher production but affected by derivative, finance and foreign exchange items.
Total assets were $69.3 million and total liabilities $74.9 million, leaving a shareholders’ deficiency of $5.6 million, improved from a $15.2 million deficiency at December 31, 2025. Cash increased to $15.7 million, but the company reports a working capital deficiency of $31.5 million, a sizable warrant liability of $35.8 million, decommissioning obligations of $8.7 million and a royalty payable of $5.3 million. Management highlights recurring losses, the deficit of $226.7 million and funding needs as material uncertainties that cast significant doubt on its ability to continue as a going concern. Subsequent to quarter-end, Goldgroup completed a merger with Gold Resource Corporation, adding the Don David Gold Mine in Mexico and the Back Forty project in the U.S., and implemented a 1‑for‑4 share consolidation.
Goldgroup Mining Inc. (GORO) reports several strategic developments. Javier Reyes, Chair of the Board, was appointed Interim Chief Executive Officer on July 27, 2026, while a comprehensive search for a permanent CEO is underway. Former President and CEO Allen Palmiere is expected to remain in an advisory role to support the transition.
The company became a non-venture issuer on July 20, 2026 through a dual listing on the NYSE American alongside its TSX Venture Exchange listing. At its 100%-owned San Francisco Gold Project in Sonora, Mexico, Goldgroup reports Measured and Indicated Mineral Resources totaling about 1.23 million ounces of gold, plus Inferred Mineral Resources of about 178,000 ounces, and has begun a 26,053‑metre diamond drill program and a technical study to evaluate a potential production restart.
At the Don David Gold Mine complex in Oaxaca, Mexico, Goldgroup completed 25,726 metres of drilling in 123 holes in the seven months ended July 31, 2026, largely focused on infill and expansion at the Arista and Alta Gracia mines, returning high-grade gold-silver intercepts that support production replacement and potential future resource additions. Goldgroup also entered short-term digital marketing and investor-relations agreements totaling EUR 250,000 and USD 800,000, each subject to TSX Venture Exchange acceptance.