Goldgroup Mining closes US$122M private placement
After funding its US$75 million Luca commitment, Goldgroup expects to retain approximately US$91 million in cash before transaction costs and other committed uses.
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Rhea-AI Filing Summary
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.
Filing Explained
The filing adds that TSXV approval for the completed placement is conditional: final approval depends on Goldgroup completing its remaining filing requirements.
Key Figures
Key Terms
Subscription Receipts financial
escrow release conditions financial
non-diluted pro forma basis financial
anti-dilution rights financial
statutory hold period regulatory
FAQ
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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: September 2026
Commission File Number: 001-43406
Goldgroup Mining Inc. |
(Translation of registrant’s name into English) |
1111 Melville Street, Suite 410 |
Vancouver, British Columbia, V6E 3V6, Canada |
(Address of principal executive office) |
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 | ☒ |
EXHIBIT INDEX
Exhibit | | Description |
99.1 | | Material Change Report dated September 17, 2026 |
99.2 | | News Release dated September 25, 2026 |
99.3 | | News Release dated September 28, 2026 |
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.
| GOLDGROUP MINING INC. | ||
| (Registrant) | ||
Date: October 6, 2026 | By: | /s/ Chet Holyoak | |
| | Name: | Chet Holyoak |
| | Title: | Chief Financial Officer |
Exhibit 99.1
Form 51-102F3
Material Change Report
Item 1Name and Address of Company
Goldgroup Mining Inc. (the “Company”) 1111 Melville Street, Suite 410 Vancouver, BC V6E 3V6
Item 2Date of Material Change
September 8 and September 14, 2026
Item 3News Release
News release dated September 8, 2026, issued and distributed through the facilities of Newsfile Corp. and filed on SEDAR+ under the Company’s profile at www.sedarplus.ca, a copy of which is attached hereto as Schedule “A”.
News release dated September 14, 2026, issued and distributed through the facilities of Newsfile Corp., a copy of which is attached hereto as Schedule “B”.
Item 4Summary of Material Change
On September 8, 2026, the Company announced a non-brokered private placement offering of up to 20,547,945 units (the “Units”) of the Company at a price of US$3.65 per Unit for aggregate gross proceeds of up to approximately US$75 million (the “Offering”).
On September 14, 2026, the Company announced that it had upsized its previously announced Offering from gross proceeds of approximately US$75 million to gross proceeds of approximately US$125 million.
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 warrant will entitle the holder thereof to acquire one common share at a price of US$5.10 for a period of 18 months from the Closing Date (as defined below).
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 and the approval of NYSE American LLC.
Item 5.1Full Description of Material Change
See the Company’s news releases dated September 8 and September 14, 2026 attached as Schedules “A” and “B” hereto.
Item 5.2Disclosure for Restructuring Transaction
Not applicable.
Item 6Reliance on Subsection 7.1(2) of National Instrument 51-102
Not applicable.
Item 7Omitted Information
No information has been omitted on the basis that it is confidential information.
Item 8Executive Officer
Contact: Javier Reyes – Chief Executive Officer Telephone:(604) 306-6867
Item 9Date of Report
September 17, 2026
SCHEDULE “A”
News Release dated September 8, 2026
NEWS RELEASE
GOLDGROUP ANNOUNCES US$75 MILLION PRIVATE PLACEMENT WITH US$60 MILLION ALREADY COMMITTED BY LEADING NATURAL RESOURCE INVESTORS
Cornerstone Investors include Trafigura, Eric Sprott, Rick Rule, Fiscal Wisdom, Calu Opportunity Fund and Two Additional Institutional Natural Resource Funds
Financing Positions Goldgroup to Accelerate Growth, Advance its Portfolio of Gold Assets and pursue Significant Exploration and Development, as well as other opportunities
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Vancouver, Canada – September 8, 2026 – Goldgroup Mining Inc. (“Goldgroup” or the “Company”) (TSXV:GORO; NYSE American:GORO; FSE:55G) is pleased to announce a non-brokered private placement offering of up to 20,547,945 units (the “Units”) of the Company at a price of US$3.65 per Unit for aggregate gross proceeds of up to approximately US$75 million (the “Offering”). The Company reserves the right to increase the size of the Offering depending on demand.
The Offering marks an important milestone in the Company’s evolution. Approximately US$60 million of the Offering has already been committed, including significant participation from entities representing or affiliated with Trafigura, Eric Sprott, Rick Rule, Fiscal Wisdom, Calu Opportunity Fund and two additional institutional natural resource funds.
“The participation of these sophisticated, long-term natural resource investors represents a strong endorsement of Goldgroup’s strategy, asset base and vision to build a leading precious metals producer,” said Javier Reyes, CEO and Chairman of Goldgroup.
Each Unit will consist of one common share of the Company (a “Share”) 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 Units will be offered pursuant to applicable exemptions from prospectus requirements in each of the provinces of Canada, and may also be offered in the United States pursuant to exemptions from the registration requirements of the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), and in such other jurisdictions outside of Canada and the United States provided it is understood that no prospectus filing or comparable obligation arises in such other jurisdiction.
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 Shares and Warrants comprising the Units (and the Warrant Shares issuable upon exercise of the Warrants) will be subject to a statutory hold period pursuant to applicable Canadian securities laws ending four months and one day following 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 such finders, in accordance with applicable securities laws and the policies of the TSXV.
The securities have not been and will not be registered under the U.S. Securities Act, or any U.S. state securities laws, and may not be offered or sold in the “United States” (as such term is defined in Regulation S under the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable U.S. state securities laws or an exemption from such registration is available. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
The Company intends to use the net proceeds of the Offering for working capital purposes including to advance the Company's portfolio of mining and development assets as well as invest in mining opportunities.
Alongside organic growth from the development and enhancement of its existing operations, Goldgroup intends to use proceeds from the Offering and its general working capital to continue seeking and reviewing new property acquisitions and potential M&A opportunities.
A Significant Capital Commitment to Accelerate Goldgroup’s Growth
The financing represents a significant capital commitment to Goldgroup and provides the Company with additional financial strength to advance its strategy of building a larger, diversified and growth-oriented gold producer.
The proceeds are expected to provide Goldgroup with the flexibility to:
| ● | Accelerate exploration and resource expansion across its portfolio; |
| ● | Advance the San Francisco Gold Project toward a potential restart of operations; |
| ● | Continue exploration and resource growth initiatives at the Don David Gold Mine and surrounding exploration properties; |
| ● | Advance development activities at the Back Forty Gold Project; |
| ● | Pursue exploration and development opportunities at Cerro Prieto and other Goldgroup assets; |
| ● | Strengthen the Company’s balance sheet and provide additional working capital; and |
| ● | Evaluate additional opportunities to create long-term shareholder value. |
Javier Reyes, further commented, “This financing represents a significant vote of confidence in Goldgroup and the opportunity we see ahead of us. With US$75 million of new capital, we will have the financial capacity to accelerate our exploration programs, expand resources, advance our development projects and move aggressively toward our objective of becoming a larger intermediate gold producer.
What makes Goldgroup particularly compelling is the combination of established operations, near-term production opportunities and substantial exploration upside. We believe we are entering an important phase of growth, and this financing gives us the capital and flexibility to pursue that opportunity.”
Attractive Financing Structure
The Offering is being completed on a non-brokered basis, allowing Goldgroup to raise significant capital directly from investors while maintaining flexibility and minimizing financing costs.
The Units are priced at US$3.65 per Unit, with each Unit also including one-half of a Warrant exercisable at US$5.10 per share. If all 10,273,972 Warrants proposed to be issued under the Offering are subsequently exercised, Goldgroup would receive an additional US$52,397,257 in gross proceeds.
The Company intends to use the additional capital generated from any future warrant exercises to further support its growth strategy. There can be no assurance that the Warrants will be exercised.
Certain insiders of the Company may participate in the Offering, which participation would constitute a related-party transaction, as defined in Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The issuance of any Units to insiders is exempt from the valuation requirements of Section 5.4 of MI 61-101 pursuant to Subsection 5.5(a) of MI 61-101 and exempt from the minority shareholder approval requirements of Section 5.6 of MI 61-101, pursuant to Subsection 5.7(1)(a) of MI 61-101.
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 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:
Certain information contained in this news release may be considered “forward-looking information” (within the meaning of applicable Canadian securities law) and “forward-looking statements” (within the meaning of the United States Private Securities Litigation Reform Act of 1995). Forward-looking statements relate to analyses and other information that are based on forecasts of future results, as well as estimates and assumptions of management. These statements include, without limitation, statements relating to the Offering, including the size and completion of the Offering, the anticipated Closing Date, the intended use of the net proceeds of the Offering, the receipt of necessary regulatory approvals, including the approval of the TSXV and NYSE American, as well as the Company's future plans and prospects, including in respect of its assets, a potential future restart of mining operations at the San Francisco project, and advancement of the Back Forty Project toward development.
These forward-looking statements reflect Goldgroup’s current internal projections, expectations or beliefs and are based on information currently available to Goldgroup. In some cases, forward-looking information can be identified by terminology such as “may”, “will”, “should”, “expect”, “intend”, “plan”, “anticipate”, “believe”, “estimate”, “projects”, “potential”, “scheduled”, “forecast”, “budget” or the negative of those terms or other comparable terminology. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements, and are developed based on assumptions about such risks, uncertainties and other factors, including, without limitation: the ability of the Company to complete the Offering on the timeline and on the terms described herein; receipt of all required regulatory approvals in connection with the Offering, including approval from the TSXV and NYSE American; and the risk factors disclosed in the Company’s management information circular dated May 29, 2026, Goldgroup’s annual information form dated June 10, 2026 and other continuous disclosure materials available under the Company’s profile on SEDAR+ at www.sedarplus.ca. Any and all of the forward-looking information contained in this news release is qualified by these cautionary statements.
Although Goldgroup believes that the forward-looking information contained in this news release is based on reasonable assumptions, readers cannot be assured that actual results will be consistent with such statements. Accordingly, readers are cautioned against placing undue reliance on forward-looking information. Goldgroup expressly disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, events or otherwise, except as may be required by, and in accordance with, applicable securities laws.
SCHEDULE “B”
News Release dated September 14, 2026
NEWS RELEASE
GOLDGROUP UPSIZES PRIVATE PLACEMENT TO US$125 MILLION IN RESPONSE TO STRONG INVESTOR DEMAND
Capital Raise Positions Goldgroup to Accelerate Growth Across Four 100%-Owned Precious-Metals Assets and Pursue Strategic M&A Opportunities
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Vancouver, Canada – September 14, 2026 – Goldgroup Mining Inc. (“Goldgroup” or the “Company”) (TSXV: GORO; NYSE American: GORO; FSE:55G) 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.
Exhibit 99.2
NEWS RELEASE
GOLDGROUP CLOSES RECORD US$122 MILLION NON-BROKERED PRIVATE PLACEMENT
Strong Institutional Demand Drives 60% Upsize, Providing Capital to Accelerate Growth and Pursue Strategic Opportunities
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Vancouver, Canada – September 25, 2026 – Goldgroup Mining Inc. (“Goldgroup” or the “Company”) (TSXV: GORO; NYSE American: GORO; FSE: 55G) has closed (the “Closing”) its previously announced non-brokered private placement (the “Offering”), issuing 33,382,326 units (the “Units”) at US$3.65 per Unit for aggregate gross proceeds of US$121,845,490.
Each Unit consists of one common share of the Company (a “Share”) and one-half of one common share purchase warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder to acquire one common share (a “Warrant Share”) at an exercise price of US$5.10 until March 25, 2028.
The Company intends to use the net proceeds for working capital and general corporate purposes, including advancing its existing mining and development portfolio and evaluating strategic investments and M&A opportunities in the mining sector. The Offering exceeded Goldgroup’s initial US$75 million target by more than 60%, strengthening the Company’s balance sheet and increasing its financial flexibility. Goldgroup has not made a final allocation of the net proceeds and may reallocate them 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.
Javier Reyes, Chairman and CEO, commented, “This financing is an important milestone for Goldgroup. Raising approximately US$122 million on a non brokered basis—more than 60% above our initial target and the largest financing in the Company’s history—reflects strong support from new and existing shareholders and gives us greater flexibility to advance our portfolio and evaluate strategic opportunities. We believe it reflects Goldgroup’s growing profile in the mining investment community. The participation of leading institutional and sophisticated mining investors is especially meaningful to us, and we do not take their trust for granted”.
“Our priority now is disciplined execution. We intend to deploy this capital to support production growth, project advancement and carefully selected external opportunities. We intend to repay the confidence investors have placed in us through disciplined capital allocation, operational performance and a relentless focus on creating long-term value per share. We are grateful to every investor who has chosen to join us on this journey, and to our employees and partners whose work has made this milestone possible.”
Goldgroup’s four wholly owned assets include the producing Don David Gold Mine in Oaxaca and Cerro Prieto Gold Mine in Sonora, Mexico; the San Francisco Gold Project in Sonora, which is being advanced toward a potential production restart; and the Back Forty Project in Michigan, which is advancing through permitting and feasibility. The Company’s strategy is to build a larger-scale mid-tier mining company through production growth, exploration, mine optimization, project development and disciplined M&A.
The securities 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 Shares and Warrants comprising the Units, and the Warrant Shares issuable upon exercise of the Warrants, are subject to a statutory hold period under applicable Canadian securities laws ending four months and one day after the Closing. The Company received conditional approval from the TSX Venture Exchange (the “TSXV”) to close the Offering, with final TSXV approval subject to completion of the Company’s remaining filing requirements with the TSXV.
In connection with the Offering, the Company agreed to 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 TSXV policies. The Company paid eligible finders aggregate cash commissions of US$4,219,785.04.
About Goldgroup
Goldgroup Mining Inc. is a precious-metals producer and growth-oriented mining company 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 toward permitting and feasibility.
Goldgroup’s strategy is to build a larger-scale 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@goldgroupminng.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 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 use of proceeds of the Offering, including the advancement of its existing projects and the evaluation and funding of acquisitions, strategic
investments and other M&A opportunities; the remaining regulatory approvals, including final filing requirements of the TSXV and NYSE American; 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 the receipt and timing of required regulatory approvals; 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 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.
Exhibit 99.3
NEWS RELEASE
GOLDGROUP ANNOUNCES COMMITMENT FOR
STRATEGIC INVESTMENT IN LUCA MINING
Vancouver, Canada – September 28, 2026 – Goldgroup Mining Inc. (“Goldgroup” or the “Company”) (TSXV: GORO; NYSE American: GORO; FSE: 55G) has entered into a binding commitment (the “Investment Commitment”) to invest US$75 million in Luca Mining Corp. (“Luca”), subject to adjustment as described below. Under the Investment Commitment, Goldgroup has agreed to participate in Luca’s US$110 million private placement of subscription receipts (the “Subscription Receipts”) announced by Luca on September 21, 2026 (the “Luca Offering”) in connection with Luca’s proposed acquisition of the Cozamin Mine (the “Cozamin Acquisition”). Luca intends to use the net proceeds of the Luca Offering to fund a portion of the cash consideration for the Cozamin Acquisition.
Following conversion of the Subscription Receipts into Luca common shares (“Luca Shares”) and completion of the Cozamin Acquisition, Goldgroup expects to hold approximately 19.9% of the issued and outstanding Luca Shares on a non-diluted pro forma basis. Completion of Goldgroup’s investment remains subject to applicable closing conditions, including approval of the TSX Venture Exchange (the “TSXV”). The Cozamin Acquisition remains subject to its own closing conditions.
Funding
Goldgroup intends to fund the Investment Commitment from its existing cash, including proceeds from its non-brokered private placement completed on September 25, 2026, which generated gross proceeds of approximately US$121.8 million (the “Goldgroup Financing”). As Goldgroup previously disclosed, the net proceeds of the Goldgroup Financing are intended for working capital and general corporate purposes, including advancing its existing portfolio and evaluating strategic investments and M&A opportunities in the mining sector.
Following the Goldgroup Financing, the Company’s cash balance is approximately US$166 million and while the Investment Commitment represents a significant cash outlay, Goldgroup expects to retain approximately US$91 million in cash after funding the Investment Commitment and before transaction costs and other committed uses. This preserves Goldgroup’s financial capacity to advance its existing portfolio and evaluate additional growth opportunities.
Investment Terms and Investor Rights
Under the Investment Commitment, Goldgroup agreed to participate in the Luca Offering by subscribing for US$75 million of Subscription Receipts, or such other amount representing a 19.9% ownership interest in Luca on a non-diluted pro forma basis after giving effect to the Cozamin Acquisition. The Investment Commitment replaces the US$75 million equity backstop that Trafigura Pte Ltd. had previously provided to Luca for the Cozamin Acquisition.
Each Subscription Receipt acquired by Goldgroup will be convertible into one Luca Share. Conversion will occur when all escrow release conditions have been satisfied, including completion or satisfaction of all conditions precedent to the Cozamin Acquisition and receipt of all required corporate and regulatory approvals. Goldgroup may elect to convert the Subscription Receipts earlier, provided that the conversion would not result in Goldgroup holding more than 19.9% of the issued and outstanding Luca Shares on a non-diluted basis or trigger a requirement for Luca to obtain shareholder approval for the Luca Offering under applicable securities laws or stock exchange policies.
Under the Investment Commitment, Luca has agreed to provide Goldgroup with certain investor rights (the “Investor Rights”) once, and for so long as, Goldgroup beneficially owns at least 10% of the outstanding Luca Shares. The Investor Rights include the right to nominate two directors to Luca’s board of directors, together with equity participation and anti-dilution rights, subject to certain conditions. Closing of the Luca Offering, including Goldgroup’s participation and the grant of the Investor Rights, remains subject to, among other things, the approval of the TSXV.
The Cozamin Acquisition
On September 21, 2026, Luca announced that it had entered into a definitive share purchase agreement with Capstone Copper Corp. to acquire 100% of the Cozamin Mine in Zacatecas, Mexico for US$290 million in upfront consideration and up to US$95 million in deferred and contingent consideration. The upfront consideration consists of US$275 million in cash, subject to customary closing adjustments, and US$15 million in Luca Shares. The additional consideration consists of US$35 million payable, at Luca’s election, in cash or Luca Shares on the first anniversary of closing and up to US$60 million in contingent cash consideration tied to higher future copper prices. Completion of the Cozamin Acquisition remains subject to required regulatory approvals and other closing conditions.
Cozamin is an underground copper-silver mine in Zacatecas, Mexico that has operated continuously for approximately 20 years and has established infrastructure, including paste-backfill and filtered-tailings systems.
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 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 completion of the Investment Commitment and participation in the Luca Offering; the amount of Goldgroup’s investment and its resulting ownership interest in Luca; satisfaction of the escrow release conditions applicable to the Subscription Receipts; any election by Goldgroup to convert the Subscription Receipts into Luca Shares before satisfaction of those conditions; completion of the Luca Offering and the Cozamin Acquisition; the receipt of required corporate, regulatory and stock exchange approvals; the issuance of the Luca Shares and the grant and continued availability of the Investor Rights; Goldgroup’s intended funding of the investment from existing cash resources; and Luca’s intended use of the net proceeds of the Luca Offering.
Forward-looking statements are based on the Company’s current expectations, estimates, projections, assumptions and beliefs, including assumptions regarding the completion of the Luca Offering and the Cozamin Acquisition on the terms and within the timeframes currently contemplated; the satisfaction or waiver of applicable closing and escrow release conditions; the receipt of required corporate, regulatory and stock exchange approvals; the number of Subscription Receipts and Luca Shares to be acquired by Goldgroup; Goldgroup’s resulting ownership interest in Luca; and the availability and deployment of proceeds from the Goldgroup Financing. 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 Luca Offering or the Cozamin Acquisition may not be completed on the terms or within the timeframes contemplated, or at all; applicable conditions may not be satisfied or waived; required approvals may not be obtained on acceptable terms or at all; Goldgroup may invest a different amount or acquire a different ownership interest than currently anticipated; the Subscription Receipts may not be converted into Luca Shares as contemplated; Goldgroup’s resulting ownership interest in Luca may exceed applicable thresholds or trigger shareholder approval or other requirements; the Investor Rights may not be granted or may cease to apply; Luca may use the proceeds of the Luca Offering differently than anticipated; Goldgroup may lose some or all of its investment in Luca; funding the investment will reduce cash available for Goldgroup’s other purposes; and the investment may expose Goldgroup to additional investment, financing, market, 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.