Goldgroup Mining invests C$101M in Luca Mining

Goldgroup said it acquired the receipts as part of its strategy of evaluating strategic investments and M&A opportunities in the mining sector.

Rhea-AI Filing Summary

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.

Key Figures

Aggregate investment: C$101,123,662 Subscription Receipts acquired: 101,123,662 receipts Price per Subscription Receipt: C$1.00 per receipt +4 more

7 metrics

Aggregate investment C$101,123,662 Goldgroup’s investment in Luca

Subscription Receipts acquired 101,123,662 receipts Luca offering closed October 14, 2026

Price per Subscription Receipt C$1.00 per receipt Luca offering

Luca shares after conversion 101,123,662 shares Following completion of the Cozamin Acquisition and conversion of all Subscription Receipts

Post-conversion ownership Approximately 19.9% Of Luca’s issued and outstanding shares on a non-diluted basis, following the acquisition and conversion

Investor rights ownership threshold At least 10% Beneficial ownership of Luca’s outstanding shares

Board nomination right Two persons Luca board nomination right under the Investor Rights Agreement

Key Terms

bought deal private placement, Subscription Receipts, escrow release conditions, non-diluted basis, +1 more

5 terms

bought deal private placement financial

"through the bought deal private placement offering"

A bought deal private placement is when an investment bank agrees up front to buy all the new securities a company wants to sell, then turns around and resells them to a set of private investors. It matters to investors because it gives the company quick, certain funding but often at a discounted price that can dilute existing holders; for buyers it signals that a professional underwriter was willing to take the deal risk, while also limiting public price discovery.

Subscription Receipts technical

"acquired 101,123,662 Subscription Receipts"

Subscription receipts are temporary securities sold to investors that act like a receipt for future shares or cash once certain conditions in a financing or acquisition are met; until those conditions are satisfied, the funds are held in trust. Think of them as a ticket you buy today that will convert into the actual product later or get you a refund if the event doesn’t happen. They matter to investors because they provide a way to participate in a deal now while limiting immediate ownership changes and risk until the outcome is confirmed.

escrow release conditions technical

"satisfaction or waiver of the escrow release conditions"

Escrow release conditions are the specific checklist of actions, documents or approvals that must be satisfied before money or assets held by a neutral third party are handed over. Think of it like a locked safe that only opens when everyone produces the right keys or paperwork. For investors, these conditions shape when cash or shares change hands, reduce the risk of surprises, and can affect deal timing, expected returns and liquidity.

non-diluted basis financial

"issued and outstanding Luca Shares on a non-diluted basis"

Non-diluted basis describes ownership percentages or per-share figures calculated using only the company’s currently outstanding shares, ignoring any potential future shares from options, warrants, convertibles or planned issuances. Investors use it to see the present snapshot of claims or earnings per share as if the pie’s size won’t change; it’s like measuring each person’s slice today without accounting for guests who might later get slices.

Investor Rights Agreement technical

"entered into an investor rights agreement"

A legally binding contract between a company and its investors that spells out investors’ core protections and privileges—such as voting rights, how and when shares can be sold, information access, and steps for resolving disputes. Think of it like a rulebook or homeowner association agreement for ownership: it clarifies who gets a say, how value can be realized, and what protections exist if things go wrong, making investment risks and expectations clearer for shareholders.

FAQ

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

How much did Goldgroup invest in Luca?

Goldgroup invested C$101,123,662 by acquiring 101,123,662 Subscription Receipts at C$1.00 each in Luca Mining Corp.’s offering, which closed October 14, 2026. Each receipt is convertible into one Luca common share upon satisfaction or waiver of release conditions.

When can Goldgroup convert its Luca Subscription Receipts?

Each receipt may be converted into one Luca common share upon satisfaction or waiver of release conditions, including completion of the Cozamin Acquisition. Goldgroup may elect earlier conversion if 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.

What rights did Goldgroup receive under its Luca investor rights agreement?

While Goldgroup beneficially owns at least 10% of Luca’s outstanding shares, it is entitled to participate in equity financings, top up its holdings in relation to dilutive issuances to maintain its pro rata ownership, and nominate two persons to Luca’s board.

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

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

For the month of: October 2026

Commission File Number: 001-43406

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Goldgroup Mining Inc.

(Translation of registrant’s name into English)

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1111 Melville Street, Suite 410

Vancouver, British Columbia, V6E 3V6, Canada

(Address of principal executive office)

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Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F ☐ Form 40-F ☒

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EXHIBIT INDEX

​ HIDDEN_ROW	​	​
Exhibit No.	​ ​ ​	Description
99.1	​	News Release dated October 15, 2026

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

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​	GOLDGROUP MINING INC.
​	(Registrant)
Date: October 19, 2026	By:	/s/ Chet Holyoak
​	​	Name:	Chet Holyoak
​	​	Title:	Chief Financial Officer

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Exhibit 99.1

NEWS RELEASE

GOLDGROUP COMPLETES STRATEGIC INVESTMENT IN LUCA MINING

Vancouver, Canada – October 15, 2026 – Goldgroup Mining Inc. (“Goldgroup” or the “Company”) (TSXV: GORO; NYSE American: GORO; FSE: 55G) is pleased to announce that it has completed its previously announced strategic investment in Luca Mining Corp. (“Luca”) through the bought deal private placement offering of subscription receipts (“Subscription Receipts”) of Luca (the “Luca Offering”) in connection with Luca’s proposed acquisition of the Cozamin Mine (the “Cozamin Acquisition”).

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 (the “Strategic Investment”). Following completion of the Cozamin Acquisition and conversion of all of the Subscription Receipts, Goldgroup will hold 101,123,662 common shares of Luca (“Luca Shares”), 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 (the “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

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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.

Goldgroup’s strategy is to build an intermediate mining company through production growth, exploration, mine optimization, project development and disciplined M&A. The Company is listed on the TSXV and NYSE American under the symbol “GORO” and on the Frankfurt Stock Exchange under the symbol “55G.” For more information, visit www.goldgroupmining.com.

Contact

Goldgroup Mining Inc.

Javier Reyes

Chief Executive Officer

jreyes@goldgroupmining.com

Sophia Shane

Corporate Development

sshane@goldgroupmining.com

1 (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 applicable United States securities laws (collectively, “forward-looking statements”). Forward-looking statements in this news release include, but are not limited to, statements regarding satisfaction or waiver of the escrow release conditions applicable to the Subscription Receipts, including completion of the Cozamin Acquisition; the conversion of the Subscription Receipts into Luca Shares, including any election by Goldgroup to convert Subscription Receipts before satisfaction of the escrow release conditions; the number and percentage of outstanding Luca Shares that Goldgroup may beneficially own or control following such conversion; Goldgroup’s ability to exercise and benefit from its rights under the Investor Rights Agreement; and Goldgroup’s plans and intentions with respect to its investment in Luca, including potentially acquiring or disposing of securities of Luca, exercising its rights under the Investor Rights Agreement or pursuing any of the other matters described in Item 5 of Goldgroup’s early warning report.

Forward-looking statements are based on the Company’s current expectations, estimates, projections, assumptions and beliefs, including assumptions regarding completion of the Cozamin Acquisition on the terms and within the timeframe currently contemplated; satisfaction or waiver of the applicable escrow release conditions; receipt of any required corporate, regulatory, stock

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exchange or shareholder approvals; conversion of the Subscription Receipts into Luca Shares; the number of Luca Shares outstanding at the relevant time; and Goldgroup maintaining the ownership thresholds required to exercise its rights under the Investor Rights Agreement.

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 Cozamin Acquisition may not be completed on the terms or within the timeframe contemplated, or at all; the applicable escrow release conditions may not be satisfied or waived; required approvals may not be obtained on acceptable terms or at all; the Subscription Receipts may not be converted into Luca Shares as contemplated; the number or percentage of Luca Shares beneficially owned or controlled by Goldgroup following conversion may differ from that disclosed in this news release; Goldgroup may be unable to exercise, or may cease to be entitled to exercise, its rights under the Investor Rights Agreement; Goldgroup may acquire or dispose of securities of Luca or otherwise change its plans or intentions with respect to the Strategic Investment; and Goldgroup may lose some or all of its investment in Luca or be exposed to additional investment, market, financing, operational and regulatory risks. 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. All 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.

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Filing Exhibits & Attachments

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Press Releases

• EX-99.1 EX-99.1 20.1 KB