Mr. Bart Jaworski reports

GROUP ELEVEN ANNOUNCES UPSIZE OF PRIVATE PLACEMENT TO $2,000,000 FROM $1,500,000;

Group Eleven Resources Corp. has increased the size of its non-brokered private placement, as described in the company's news release dated Dec. 11, 2023.

The company now intends to issue 16,666,666 units of the company at a price of 12 cents per unit for gross proceeds of $2-million (from $1.5-million previously).

Each unit will consist of one common share in the capital of the company and one-half of one non-transferrable common share purchase warrant. Each whole warrant will entitle the holder to purchase one additional common share in the capital of the company for a period of 24 months from the date of issue at an exercise price of 18 cents per warrant share.

The private placement will be made available to subscribers pursuant to the accredited investor, and friends, family and business associate exemptions provided under sections 2.3(1) and 2.5 of National Instrument 45-106 -- Prospectus Exemptions.

The company may pay finder's fees in connection with the private placement to certain eligible finders in the form of: (i) a cash commission of up to 6 per cent of the gross proceeds raised under the private placement from investors introduced to the company by the finder; and (ii) the issuance of such number of non-transferable common share purchase warrants of the company equal to up to 6 per cent of the units issued to investors introduced to the company by the finder.

The company intends to use the proceeds from the private placement primarily for follow-up drilling on the company's Ballywire zinc-lead-silver discovery at the PG West project (100-per-cent interest) in Ireland, as well as for general working capital purposes. There may be circumstances, however, where, for sound business reasons, a reallocation of funds may be necessary.

Michael Gentile has indicated his interest to subscribe for 1.25 million units in the private placement for an aggregate purchase price of $150,000. Mr. Gentile currently holds 28,799,502 common shares and 7,724,777 common share purchase warrants of the company. These common shares and warrants represent approximately 16.46 per cent of the company's issued and outstanding common shares on an undiluted basis, and approximately 19.99 per cent of the company's issued and outstanding common shares on a partially diluted basis. Following the completion of the private placement and assuming the private placement is fully sold, Mr. Gentile would beneficially own and control an aggregate of 30,049,502 common shares and 8,349,777 warrants, representing approximately 15.68 per cent of the company's issued and outstanding common shares on an undiluted basis, and approximately 19.20 per cent of the company's issued and outstanding common shares on a partially diluted basis. The participation by Mr. Gentile, and the participation of other insiders of the company, if any, in the private placement, will be considered a related-party transaction within the meaning of Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions. The private placement will be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of the securities issued to related parties nor the consideration for such securities will exceed 25 per cent of the company's market capitalization.

The private placement is subject to all necessary regulatory approvals, including acceptance from the TSX Venture Exchange. All securities issued in connection with the private placement will be subject to a four-month hold period from the closing date under applicable Canadian securities laws, in addition to such other restrictions as may apply under applicable securities laws of jurisdictions outside Canada.

The ownership percentages of common shares described above are based on the company having 174,968,168 common shares issued and outstanding as of the date of this news release, and 191,634,834 common shares outstanding upon completion of the private placement.

About Group Eleven Resources Corp.

Group Eleven Resources is a mineral exploration company focused on advanced-stage zinc exploration in Ireland.

We seek Safe Harbor.