GORO · Goldgroup Mining Inc. · Documents

Goldgroup Mining Inc. completed a C$101,123,662 strategic investment in Luca Mining Corp., acquiring 101,123,662 Subscription Receipts convertible into approximately 19.9% of Luca’s issued and outstanding shares.

Goldgroup Mining Inc. closed a non-brokered private placement on September 25, 2026, issuing 33,382,326 units at US$3.65 per unit for aggregate gross proceeds of US$121,845,490; each unit includes one common share and one-half of one warrant.

Goldgroup Mining Inc. closed a US$121,845,490 non-brokered private placement on September 25, 2026. It also committed US$75 million to Luca Mining Corp., with expected ownership of approximately 19.9% after Luca’s proposed Cozamin Mine acquisition.

• Report of exempt distribution excluding Schedule 1 of 45-106F1 1