Mr. Ralph Shearing reports

GOLDGROUP ENTERS INTO AGREEMENT TO SELL SUBSIDIARY MINERA APOLO, S.A. DE C.V., DISPOSING OF PINOS PROJECT

Subject to the final approval of the TSX Venture Exchange, Goldgroup Mining Inc. has entered into an agreement with a private arm's-length British Columbia company, under which it has agreed to sell all of the issued and outstanding Class A shares and Class B common shares in the capital of Minera Apolo SA de CV, which owns all the issued and outstanding shares of Minera Catanava SA de CV (MC). Apolo and MC collectively hold a 100-per-cent interest in the Pinos gold/silver project, located in Zacatecas state, the second-largest mining state in Mexico. Pinos comprises 30 contiguous mining concessions over 3,816 hectares. The sale of Apolo is an arm's-length transaction and there are no finders' fees payable.

Ralph Shearing, chief executive officer, commented: "Having received an unsolicited bid for Pinos, management determined that it would be the best use of the company's resources to dispose of the Pinos asset based on the company's recent acquisition of the San Francisco gold mine, which is a much larger and more advanced project than Pinos. The company's focus will be the continued development and optimization of our flagship Cerro Prieto heap-leach gold mine and advancing towards a restart of gold production at the San Francisco gold mine (see news release dated Dec. 24, 2025). Both assets are located within 44 kilometres in a straight line from each other in the state of Sonora, Mexico. The San Francisco gold mine represents a unique opportunity to consolidate a highly prospective gold district." Mr. Shearing further stated, "At this stage of our company's development, with Pinos being a non-core asset, management and the board of directors has elected to monetize Pinos with an attractive, high-cash purchase offer, deploying the sale proceeds towards Cerro Prieto optimization and restarting gold production at San Francisco."

Under the terms of the share purchase agreement, Goldgroup has agreed to sell all the Apolo shares to a private arm's-length British Columbia company (the purchaser) in consideration of the payment to Goldgroup of $5-million (U.S.) in stages, with a $2.45-million (U.S.) deposit payable on signing, which will be refunded if the transaction does not close by Feb. 16, 2026, $550,000 (U.S.) to be paid on closing and $2-million (U.S.) to be secured by a promissory note and paid on or before the date that is six months from the closing date. Further, the purchaser has agreed to assume any and all liabilities of Goldgroup associated with Apolo, MC and the Pinos project, including the assumption of $400,000 (U.S.) remaining payable on the original purchase agreement in addition to debt in the amount of $1.5-million (U.S.) payable to the previous owners of Apolo that will be triggered by the sale of Apolo. Goldgroup, the purchaser and the previous owners of Apolo have also agreed to enter an assumption and acknowledgment agreement, under which the previous owners acknowledge and agree that they will have no further recourse against Goldgroup for any liabilities related to Apolo, MC and the Pinos project, all of which have been assumed by the purchaser.

Cautionary statement

The closing of the sale of Apolo is subject to the approval of the TSX Venture Exchange.

Clarification regarding investor relations agreement

At the request of the TSX-V, Goldgroup wishes to clarify its news release of Oct. 13, 2025, regarding the retention of Machai Capital Inc. to provide digital marketing services on behalf of the company. Goldgroup advises that it paid Machai Capital $200,000 as an upfront fee. Further, Goldgroup advises that neither Machai Capital nor its principal, Suneal Sandhu, owned any securities of Goldgroup as at Oct. 13, 2025.

About Goldgroup Mining Inc.

Goldgroup is a Canadian-based mining company with two high-growth gold assets in Mexico. In addition to the San Francisco gold mine, the company has a 100-per-cent interest in the producing Cerro Prieto heap-leach gold mine located in the state of Sonora. An optimization and exploration program is under way at Cerro Prieto to significantly increase existing production and resources. The acquisition of Molimentales del Noroeste SA de CV, the owner of the San Francisco gold mine, is subject to final approval from the TSX-V.

Goldgroup is led by a team of highly successful and seasoned individuals with extensive expertise in mine development, corporate finance and exploration in Mexico.

We seek Safe Harbor.