Goldgroup completes sale of Pinos project

Executive Summary

• Goldgroup Mining Inc. has completed the sale of Minera Apolo S.A. de C.V. (and its subsidiary Minera Catanava S.A. de C.V.), which holds a 100% interest in the Pinos gold/silver project in Zacatecas, Mexico, to a private arm's-length British Columbia company.
• The total consideration for the transaction is $5 million USD, structured in stages: $2.45 million USD paid at signing, $550,000 USD paid at closing, and $2 million USD secured by a promissory note payable within six months post-closing.
• The purchaser assumes all liabilities associated with the Pinos project, including $400,000 USD in remaining payable obligations and $1.5 million USD in debt to previous owners, with no recourse retained by Goldgroup.

Key Details

• Transaction Structure: Sale of Minera Apolo S.A. de C.V. and Minera Catanava S.A. de C.V. (MC) to a private arm's-length British Columbia company.
• Total Consideration: $5,000,000 USD.
• Payment Schedule:
  • $2,450,000 USD paid on signing.
  • $550,000 USD paid on closing.
  • $2,000,000 USD to be paid within six months following closing, secured by a promissory note.
• Asset Details:
  • Project: Pinos gold/silver project.
  • Location: Zacatecas state, Mexico.
  • Concessions: 30 contiguous mining concessions covering 3,816 hectares.
  • Interest: 100% interest held by Apolo and MC.
• Liabilities Assumed by Purchaser:
  • All liabilities associated with Apolo, MC, and the Pinos project.
  • $400,000 USD remaining payable on the original purchase agreement.
  • $1,500,000 USD debt payable to previous owners of Apolo, triggered by the sale.
• Legal Protections: Previous owners have acknowledged and agreed to have no further recourse against Goldgroup for any liabilities related to the project, per an assumption and acknowledgment agreement.
• Fees: No finders' fees were paid in connection with the transaction.
• Additional Corporate Activity: Goldgroup entered into a six-month digital marketing and investor outreach campaign agreement with Dig Media Inc. (doing business as Investing News Network) for $30,000 USD plus GST. The campaign runs from November 15, 2025, to May 15, 2026.

Notable Quotes

• None provided in the text.