An anonymous director reports

GOLDGROUP ANNOUNCES PROPOSED SETTLEMENT OF LOAN

Goldgroup Mining Inc. will be seeking minority shareholder approval at the company's annual general and special meeting to be held on June 28, 2023, in connection with the settlement of a loan obtained from Accendo Banco S.A., Multiple Banking Institution, in 2020.

Background to the settlement

On June 29, 2020, the company's subsidiary, Minas de Oroco Resources S.A. de C.V., completed a definitive loan facility agreement with Accendo in the amount of $3-million (U.S.) at a rate of 12 per cent per annum with a final repayment date of 36 months from the date of the first disbursement. The company guaranteed the Accendo loan on behalf of Minas de Oroco. The amount currently outstanding under the Accendo loan is approximately $1.85-million (U.S.).

The debt underlying the Accendo loan has been acquired by Minera Cerro Esperanza S.A de C.V. (MER), a wholly owned subsidiary of Calu Opportunity Fund LP. Calu is a shareholder and investor in the company having acquired 1,177,500 common shares and having loaned the company $2.16-million (U.S.). The company will be seeking shareholder approval for the conversion of the Calu loan into common shares of the company at the shareholders meeting, which approval shall exclude any votes cast by Calu.

MER contacted the company on April 26, 2023, seeking repayment of the Accendo loan. As the assets of Minas de Oroco are currently the only operating assets of the company, the seizure of these assets would effectively place the company into insolvency unless another arrangement was made. Further to discussions with MER, the company is proposing to enter into a Settlement agreement and an exploitation and option to purchase agreement, subject to approval of minority shareholders at the meeting, pursuant to which the company will deliver the assets of Minas de Oroco to MER in full satisfaction of the Accendo loan and the company is provided the right to operate the assets of Minas de Oroco and to purchase the assets in the future.

Shareholder approval of the transaction

As Calu and its affiliates constitute related parties in respect of the settlement agreement and the exploitation and option to purchase agreement and the transactions contemplated thereby pursuant to MI 61-101, the settlement agreement and the exploitation and option to purchase agreement and the transactions contemplated thereby must be approved by a simple majority of the votes cast by the shareholders present in person or represented by proxy at the shareholders meeting and entitled to vote, excluding the votes cast by Calu and its affiliates.

For additional information regarding the background and details of the settlement agreement and the exploitation and option to purchase agreement and the transactions contemplated thereby, please read the full disclosure contained in the company's information circular posted on the company's website and is available under the company's profile on SEDAR.

About Goldgroup Mining Inc.

Goldgroup is a Canadian-based gold production, development and exploration company with a significant upside in a portfolio of projects in Mexico, including an interest in DynaResource de Mexico, which owns 100 per cent of the high-grade San Jose de Gracia gold exploration project, located in the state of Sinaloa. In addition, the company operates its 100-per-cent-owned Cerro Prieto heap-leach gold mine, located in the state of Sonora, Mexico.

Goldgroup is led by a team of highly successful and seasoned individuals with extensive expertise in mine development, corporate finance and exploration in Mexico. Goldgroup's mission is to increase gold production, mineral resources, profitability and cash flow, with a view to building a leading gold producer.

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