An anonymous representative of Calu reports

EARLY WARNING NEWS RELEASE

Further to the approval received from the shareholders (other than Calu Opportunity Fund LP) of Goldgroup Mining Inc. at Goldgroup's annual general and special meeting held on June 28, 2023, the loan in the principal amount of $2.16-million (U.S.) made by Calu to Goldgroup on Dec. 9, 2022, which is unsecured, bears interest at 6 per cent per annum and is due Dec. 31, 2023, has been converted into 29,052,000 common shares of Goldgroup at a price of 10 Canadian cents per share at a fixed exchange rate of $1.345 (U.S.) to $1 (Canadian).

Immediately before the debt conversion, Calu owned 1,177,500 common shares or 4.11 per cent of Goldgroup's issued and outstanding share capital. Upon completion of the debt conversion, Calu became a control block holder owning 30,229,500 common shares of Goldgroup, representing 52.41 per cent of Goldgroup's issued and outstanding share capital.

Calu has acquired the common shares of Goldgroup for investment purposes, and Calu may, depending on market and other conditions, increase or decrease its beneficial ownership, control or direction over additional securities of Goldgroup or otherwise.

In addition, further to the approval from Goldgroup's shareholders at the shareholders meeting in connection with the settlement of a loan obtained by Goldgroup from Accendo Banco SA, multiple banking institution, in 2020 and subsequently acquired by Minera Cerro Esperanza SA de CV, a wholly owned subsidiary of Calu, Goldgroup has entered into the settlement agreement and exploitation and option to purchase agreement with MER as at July 1, 2023, pursuant to which Goldgroup is in the process of delivering the assets of its subsidiary, Minas de Oroco SA de CV, to MER in full satisfaction of the Accendo loan and Goldgroup will continue to operate the assets of Minas de Oroco with the option to purchase the assets in the future.

This news release is being issued in accordance with National Instrument 62-103 (the Early Warning System and Related Take-Over Bid and Insider Reporting Issues). An early warning report with respect to the matters discussed in this news release will be filed on SEDAR under Goldgroup's issuer profile.

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