Goldgroup signs deal to sell Apolo unit for $5M (U.S.)

Executive Summary

• Goldgroup Mining Inc. has entered into an agreement to sell its subsidiary, Minera Apolo, 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 transaction is driven by management's decision to dispose of the non-core Pinos asset to focus resources on the Cerro Prieto heap-leach mine and the newly acquired San Francisco gold mine in Sonora.
• The total consideration is $5 million USD, structured with a deposit, closing payment, and a promissory note, with the purchaser assuming all associated liabilities and debts.

Key Details

• Transaction Structure: Sale of all issued and outstanding Class A and Class B common shares of Minera Apolo SA de CV (and its subsidiary Minera Catanava SA de CV), which collectively hold 100% of the Pinos project.
• Total Consideration: $5,000,000 USD.
• Payment Schedule:
  • Deposit: $2,450,000 USD payable on signing; refundable if the transaction does not close by February 16, 2026.
  • Closing Payment: $550,000 USD payable on closing.
  • Promissory Note: $2,000,000 USD secured by a note, payable on or before six months from the closing date.
• Liabilities Assumed by Purchaser:
  • All liabilities associated with Apolo, MC, and the Pinos project.
  • $400,000 USD remaining payable on the original purchase agreement for the asset.
  • $1,500,000 USD in debt payable to previous owners of Apolo, triggered by the sale.
• Indemnification: Previous owners of Apolo have acknowledged and agreed to have no further recourse against Goldgroup for any liabilities related to the assets, which are fully assumed by the purchaser.
• Strategic Rationale: CEO Ralph Shearing stated the sale allows the company to monetize a non-core asset and deploy proceeds toward optimizing Cerro Prieto and restarting production at the San Francisco gold mine.
• Asset Details: Pinos comprises 30 contiguous mining concessions over 3,816 hectares in Zacatecas, Mexico.
• Regulatory Status: Subject to final approval of the TSX Venture Exchange.
• Administrative Clarification: Goldgroup clarified that it paid Machai Capital Inc. $200,000 USD as an upfront fee for digital marketing services and confirmed that neither Machai Capital nor its principal owned any securities of Goldgroup as of October 13, 2025.

Notable Quotes

• "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." — Ralph Shearing, CEO
• "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." — Ralph Shearing, CEO