Mr. Javier Reyes reports

GOLDGROUP ANNOUNCES COMMITMENT FOR STRATEGIC INVESTMENT IN LUCA MINING

Goldgroup Mining Inc. has entered into a binding commitment to invest $75-million (U.S.) in Luca Mining Corp., subject to adjustment as described below. Under the investment commitment, Goldgroup has agreed to participate in Luca's $110-million (U.S.) private placement of subscription receipts announced by Luca on Sept. 21, 2026, in connection with Luca's proposed acquisition of the Cozamin mine. Luca intends to use the net proceeds of the Luca offering to finance a portion of the cash consideration for the Cozamin acquisition.

Following conversion of the subscription receipts into Luca common shares and completion of the Cozamin acquisition, Goldgroup expects to hold approximately 19.9 per cent 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 Cozamin acquisition remains subject to its own closing conditions.

Financing

Goldgroup intends to finance the investment commitment from its existing cash, including proceeds from its non-brokered private placement completed on Sept. 25, 2026, which generated gross proceeds of approximately $121.8-million (U.S.). 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 (merger and acquisition) opportunities in the mining sector.

Following the Goldgroup financing, the company's cash balance is approximately $166-million (U.S.) and while the investment commitment represents a significant cash outlay, Goldgroup expects to retain approximately $91-million (U.S.) in cash after financing 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 $75-million (U.S.) of subscription receipts, or such other amount representing a 19.9-per-cent ownership interest in Luca on a non-diluted pro forma basis after giving effect to the Cozamin acquisition. The investment commitment replaces the $75-million (U.S.) 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 per cent 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 once, and for so long as, Goldgroup beneficially owns at least 10 per cent 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 TSX Venture Exchange.

The Cozamin acquisition

On Sept. 21, 2026, Luca announced that it had entered into a definitive share purchase agreement with Capstone Copper Corp. to acquire 100 per cent of the Cozamin mine in Zacatecas, Mexico, for $290-million (U.S.) in upfront consideration and up to $95-million (U.S.) in deferred and contingent consideration. The upfront consideration consists of $275-million (U.S.) in cash, subject to customary closing adjustments, and $15-million (U.S.) in Luca shares. The additional consideration consists of $35-million (U.S.) payable, at Luca's election, in cash or Luca shares on the first anniversary of closing and up to $60-million (U.S.) 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 Mining Inc.

Goldgroup Mining 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 TSX-V and NYSE American under the symbol GORO, and on the Frankfurt Stock Exchange under the symbol 55G.

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