Goldgroup Enters Into Agreement To Sell Subsidiary Minera Apolo, S.A. de C.V., Disposing of Pinos Project

Executive Summary

• Goldgroup Mining Inc. entered a Share Purchase Agreement to sell all of its interest in Minera Apolo (the “Apolo Shares”) – which holds the Pinos gold‑silver project in Zacatecas, Mexico – to a private arm’s‑length British Columbia purchaser.
• The transaction provides up to US $5 million in consideration (US $2.45 M deposit, US $0.55 M at closing, and US $2 M via a promissory note) plus the purchaser assuming all related liabilities, including US $1.9 M of existing debt.
• Proceeds are earmarked to fund optimization of the Cerro Prieto heap‑leach mine and restart production at the San Francisco gold mine, which Goldgroup describes as its flagship assets.

Key Details

• Transaction Structure: Sale of 100% of Class “A” and “B” shares of Minera Apolo, S.A. de C.V. (and indirectly Minera Catanava) – collectively owning the Pinos project.
• Purchase Price: Total US $5,000,000 payable in stages:
• US $2,450,000 deposit on signing (refundable if closing does not occur by 16 Feb 2026).
• US $550,000 due at closing.
• US $2,000,000 secured by a promissory note payable within six months after closing.
• Assumed Liabilities: Purchaser assumes all Goldgroup liabilities related to Apolo/MC/Pinos, including:
• US $400,000 remaining under the original purchase agreement for Pinos.
• US $1,500,000 debt owed to previous owners of Apolo, triggered by this sale.
• Additional Agreements: An Assumption and Acknowledgement Agreement was executed whereby former owners waive any further recourse against Goldgroup for liabilities tied to Apolo, MC, and the Pinos project.
• Use of Proceeds: Funds will be allocated to:
• Optimization of the Cerro Prieto heap‑leach gold mine.
• Restarting gold production at the San Francisco gold mine (recently acquired).
• Regulatory Condition: Closing is subject to final approval by the TSX Venture Exchange (TSXV).
• Strategic Rationale (CEO Quote): “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… The focus will be on continued development and optimization of our flagship Cerro Prieto heap‑leach gold mine and advancing towards a re‑start of gold production at the San Francisco gold mine.”
• Clarification Notice: Goldgroup confirmed that a prior $200,000 upfront fee paid to Machai Capital Inc. for digital marketing services did not involve any securities ownership by Machai or its principal.

Notable Quotes

“At this stage of our Company's development, with Pinos being a non‑core asset, management and the board have elected to monetize Pinos with an attractive, high cash purchase offer, deploying the sale proceeds towards Cerro Prieto optimization and re‑starting gold production at San Francisco.” – Ralph Shearing, CEO

Materiality Assessment: Material – Neutral (the transaction is a significant corporate restructuring that materially affects the company’s asset portfolio and financing but does not convey an immediate positive or negative earnings impact).