Goldgroup Mining sells $36.5M in share offering

Each offering unit contains one common share and half of a warrant, with each whole warrant allowing the purchase of one share at $5.10 for 18 months.

Rhea-AI Filing Summary

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.

Key Figures

Amount sold: $36,493,021 USD Remaining to be sold: $0 USD Common shares per unit: 1 common share +4 more

7 metrics

Amount sold $36,493,021 USD Total amount sold in the offering

Remaining to be sold $0 USD Total remaining to be sold

Common shares per unit 1 common share Each unit

Warrants per unit 1/2 of 1 common share purchase warrant Each unit

Common share price $3.65 Price for each share

Warrant purchase price $5.10 per common share Each whole warrant; 18-month term

Finders' fees $1,636,603 USD Offering expenses

Key Terms

Rule 506(b), common share purchase warrant, Finders' Fees, Date of First Sale

4 terms

Rule 506(b) regulatory

"Federal exemption claimed"

Rule 506(b) is a U.S. securities exemption that lets companies sell shares or debt privately without full public registration, provided sales are primarily to accredited investors, up to 35 non‑accredited but financially knowledgeable buyers, and there is no public advertising or solicitation. It matters to investors because offerings under 506(b) usually include less public disclosure than registered securities—like buying from a private seller rather than a retail store—so buyers must do more of their own fact‑checking and rely on their financial sophistication.

common share purchase warrant financial

"1/2 of 1 common share purchase warrant"

A common share purchase warrant is a tradable contract that gives its holder the right, but not the obligation, to buy a company’s common stock at a specified price within a set period. Think of it like a coupon for future shares: if the stock rises above the coupon price it can boost returns for the holder, but when used it increases the number of outstanding shares and can reduce each existing shareholder’s ownership and affect the company’s cash position.

Finders' Fees financial

"Finders' Fees $1,636,603 USD"

A finders' fee is a payment made to a person or firm that introduces two parties who then complete a business deal, such as a sale, investment or loan. Think of the finder as a matchmaker who gets paid for bringing the parties together; for investors this matters because the fee reduces the deal’s net proceeds, can affect returns, and may signal a potential conflict of interest that should be disclosed.

Date of First Sale regulatory

"Date of First Sale 2026-09-25"

FAQ

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

How much did Goldgroup Mining (GORO) sell in the offering?

Goldgroup Mining Inc. reported $36,493,021 USD sold, with $0 USD remaining to be sold.

What securities and terms did Goldgroup Mining (GORO) offer?

Each unit consists of 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.

What exemption and first-sale date did Goldgroup Mining (GORO) report?

The notice identifies Rule 506(b) as the exemption and gives September 25, 2026 as the date of first sale. Research Capital USA Inc. and ATB Capital Markets USA Inc. appear in the sales compensation section.

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

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Available on EDGAR 10/13/2026 - 03:07 PM EDT Accepted by SEC EDGAR 10/13/2026 - 03:07 PM EDT Learn about SEC filing dates

The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Intentional misstatements or omissions of fact constitute federal criminal violations. See 18 U.S.C. 1001.

FORM D

Notice of Exempt Offering of Securities

OMB APPROVAL

OMB Number:			3235-0076
Estimated average burden
hours per response:			4.00

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

X None

Entity Type

0001515964

X	Corporation
	Limited Partnership
	Limited Liability Company
	General Partnership
	Business Trust
	Other (Specify)

Name of Issuer

Goldgroup Mining Inc.

Jurisdiction of Incorporation/Organization

BRITISH COLUMBIA, CANADA

Year of Incorporation/Organization

X	Over Five Years Ago
	Within Last Five Years (Specify Year)
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
Goldgroup Mining Inc.
Street Address 1		Street Address 2
1111 MELVILLE ST., SUITE 410
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
VANCOUVER	BRITISH COLUMBIA, CANADA	V6E 3V6	778-330-2753

3. Related Persons

Last Name	First Name	Middle Name
Reyes	Javier
Street Address 1	Street Address 2
1111 Melville St., Suite 410
City	State/Province/Country	ZIP/PostalCode
Vancouver	BRITISH COLUMBIA, CANADA	V6E 3V6

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Holyoak	Chet
Street Address 1	Street Address 2
1111 Melville St., Suite 410
City	State/Province/Country	ZIP/PostalCode
Vancouver	BRITISH COLUMBIA, CANADA	V6E 3V6

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Little	Ron
Street Address 1	Street Address 2
1111 Melville St., Suite 410
City	State/Province/Country	ZIP/PostalCode
Vancouver	BRITISH COLUMBIA, CANADA	V6E 3V6

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Adshead-Bell	Nicole
Street Address 1	Street Address 2
1111 Melville St., Suite 410
City	State/Province/Country	ZIP/PostalCode
Vancouver	BRITISH COLUMBIA, CANADA	V6E 3V6

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Aguirre	Luis
Street Address 1	Street Address 2
1111 Melville St., Suite 410
City	State/Province/Country	ZIP/PostalCode
Vancouver	BRITISH COLUMBIA, CANADA	V6E 3V6

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Alexandri	Armando
Street Address 1	Street Address 2
1111 Melville St., Suite 410
City	State/Province/Country	ZIP/PostalCode
Vancouver	BRITISH COLUMBIA, CANADA	V6E 3V6

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

4. Industry Group

Agriculture

Banking & Financial Services

Commercial Banking

Insurance

Investing

Investment Banking

Pooled Investment Fund

Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?

Yes No

Other Banking & Financial Services

Business Services

Energy

Coal Mining

Electric Utilities

Energy Conservation

Environmental Services

Oil & Gas

Other Energy

	Health Care
	Biotechnology
	Health Insurance
	Hospitals & Physicians
	Pharmaceuticals
	Other Health Care
	Manufacturing
	Real Estate
	Commercial
	Construction
	REITS & Finance
	Residential
	Other Real Estate

Retailing

Restaurants

Technology

Computers

Telecommunications

Other Technology

Travel

Airlines & Airports

Lodging & Conventions

Tourism & Travel Services

Other Travel

X

Other

5. Issuer Size

Revenue Range		OR	Aggregate Net Asset Value Range
	No Revenues			No Aggregate Net Asset Value
	$1 - $1,000,000			$1 - $5,000,000
	$1,000,001 - $5,000,000			$5,000,001 - $25,000,000
	$5,000,001 - $25,000,000			$25,000,001 - $50,000,000
	$25,000,001 - $100,000,000			$50,000,001 - $100,000,000
	Over $100,000,000			Over $100,000,000
X	Decline to Disclose			Decline to Disclose
	Not Applicable			Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

		Rule 504(b)(1) (not (i), (ii) or (iii))
		Rule 504 (b)(1)(i)
		Rule 504 (b)(1)(ii)
		Rule 504 (b)(1)(iii)
	X	Rule 506(b)
		Rule 506(c)
		Securities Act Section 4(a)(5)

Investment Company Act Section 3(c)

Section 3(c)(1) Section 3(c)(9)

Section 3(c)(2) Section 3(c)(10)

Section 3(c)(3) Section 3(c)(11)

Section 3(c)(4) Section 3(c)(12)

Section 3(c)(5) Section 3(c)(13)

Section 3(c)(6) Section 3(c)(14)

Section 3(c)(7)

7. Type of Filing

X	New Notice			Date of First Sale	2026-09-25				First Sale Yet to Occur
	Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year? Yes X No

9. Type(s) of Securities Offered (select all that apply)

X	Equity		Pooled Investment Fund Interests
	Debt		Tenant-in-Common Securities
X	Option, Warrant or Other Right to Acquire Another Security		Mineral Property Securities
X	Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security		Other (describe)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? Yes X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $0 USD

12. Sales Compensation

Recipient	Recipient CRD Number None
RESEARCH CAPITAL USA INC.	39670
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
199 BAY STREET, SUITE 4500	COMMERCE COURT WEST
City	State/Province/Country	ZIP/Postal Code
TORONTO	ONTARIO, CANADA	M5L 1G2
State(s) of Solicitation (select all that apply) Check "All States" or check individual States All States	Foreign/non-US
CONNECTICUT FLORIDA

Recipient	Recipient CRD Number None
ATB CAPITAL MARKETS USA INC.	155053
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
#410, 585 8TH AVENUE SW
City	State/Province/Country	ZIP/Postal Code
CALGARY	ALBERTA, CANADA	T2P 1G1
State(s) of Solicitation (select all that apply) Check "All States" or check individual States All States	Foreign/non-US
CALIFORNIA

13. Offering and Sales Amounts

Total Offering Amount	$36,493,021	USD	or Indefinite
Total Amount Sold	$36,493,021	USD
Total Remaining to be Sold	$0	USD	or Indefinite

Clarification of Response (if Necessary):

A unit is 1 common share and 1/2 of 1 common share purchase warrant. Each share is $3.65 and each whole warrant entitles the holder to purchase 1 common share at $5.10 for 18 months.

14. Investors

Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.

Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:

7

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions	$0	USD	Estimate
Finders' Fees	$1,636,603	USD	Estimate

Clarification of Response (if Necessary):

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0

USD

Estimate

Clarification of Response (if Necessary):

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:

• Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*

• Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.

• Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer	Signature	Name of Signer	Title	Date
Goldgroup Mining Inc.	/s/ Chet Holyoak	Chet Holyoak	Chief Financial Officer	2026-10-13

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.