NEWS RELEASE

GOLDGROUP ENTERS INTO AGREEMENT TO SELL SUBSIDIARY MINERA APOLO, S.A. de C.V., DISPOSING OF PINOS PROJECT.

Vancouver, Canada – (December 31, 2025) – Goldgroup Mining Inc. (“ Goldgroup ” or the “ Company ”) (TSXV:GGA, OTC:GGAZF).

TSXV ”), it has entered into an agreement with a private arm’s length British Columbia company under which it has agreed to sell all of the issued and outstanding Class “A” shares and Class “B” common shares in the capital (collectively the “ Apolo Shares ”) of Minera Apolo, S.A. de C.V . (“ Apolo ”), which owns all the issued and outstanding shares of Minera Catanava, S.A. de C.V. (“ MC ”). Apolo and MC collectively hold a 100% interest in the Pinos gold/silver project (“ Pinos ”) located in Zacatecas State, the second largest mining state in Mexico. Pinos comprises 30 contiguous mining concessions over 3,816 hectares. The sale of Apolo is an Arm’s Length Transaction and there are no finder’s fees payable.

Ralph Shearing, Chief Executive Officer, commented: “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. The Company’s focus will be the 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 (see news release dated December 24, 2025). Both assets are located within 44km in a straight line from each other in the state of Sonora, Mexico. The San Francisco gold mine represents a unique opportunity to consolidate a highly prospective gold district.” Mr. Shearing further stated: “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 re-starting gold production at San Francisco.

Under the terms of the Share Purchase Agreement, Goldgroup has agreed to sell all the Apolo Shares to a private arm’s length British Columbia company (the “ Purchaser ”) in consideration of the payment to Goldgroup of US$5,000,000 in stages, with US$2,450,000 deposit payable on signing which will be refunded if the transaction does not close by February 16, 2026, US$550,000 to be paid on closing and US$2,000,000 to be secured by a Promissory Note and paid on or before the date that is six (6) months from the Closing Date. Further, the Purchaser has agreed to assume any and all liabilities of Goldgroup associated with Apolo, MC and the Pinos project, including the assumption of US$400,000 remaining payable on the original purchase agreement in addition to debt in the amount of US$1,500,000 payable to the previous owners of Apolo that will be triggered by the sale of Apolo. Goldgroup, the Purchaser and the previous owners of Apolo have also agreed to enter an Assumption and Acknowledgement Agreement under which the previous owners acknowledge and agree that they will have no further recourse against Goldgroup for any liabilities related to Apolo, MC and the Pinos project, all of which have been assumed by the Purchaser.

Cautionary Statement

The closing of the sale of Apolo is subject to the approval of the TSX Venture Exchange.

Clarification regarding Investor Relations Agreement

At the request of the TSXV, Goldgroup wishes to clarify its news release of October 13, 2025, regarding the retention of Machai Capital Inc. to provide digital marketing services on behalf of the Company. Goldgroup advises that it paid Machai Capital Inc. $200,000 as an upfront fee. Further Goldgroup advises that neither Machai Capital Inc. nor its principal Suneal Sandhu owned any securities of Goldgroup as at October 13, 2025.

About Goldgroup

Goldgroup is a Canadian-based mining Company with two high-growth gold assets in Mexico. In addition to the San Francisco gold mine, the Company has a 100% interest in the producing Cerro Prieto heap-leach gold mine located in the State of Sonora. An optimization and exploration program is underway at Cerro Prieto to significantly increase existing production and resources. The acquisition of Molimentales del Noroeste, S.A. de C.V. (“ Molimentales ”), the owner of the San Francisco gold mine is subject to final approval from the TSXV.

Goldgroup is led by a team of highly successful and seasoned individuals with extensive expertise in mine development, corporate finance, and exploration in Mexico.

For further information on Goldgroup, please visit www.goldgroupmining.com

On behalf of the Board of Directors

“Ralph Shearing”

Ralph Shearing, CEO

For more informaton: +1 (604) 306-6867 410 – 1111 Melville St. Vancouver, BC, V6E 3V6 www.goldgroupmining.com [email protected]

Neither the TSX Venture Exchange nor its Regulaton Services Provider (as that term is defned in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this press release.

CAUTIONARY NOTES REGARDING FORWARD-LOOKING INFORMATION

Certain informaton contained in this news release, including any informaton relatng to future fnancial or operatng performance, may be considered “forward-looking informaton” (within the meaning of applicable Canadian securites law) and “forward-looking statements” (within the meaning of the United States Private Securites Litgaton Reform Act of 1995). These statements relate to analyses and other informaton that are based on forecasts of future results, estmates of amounts not yet determinable and assumptons of management. Actual results could difer materially from the conclusions, forecasts and projectons contained in such forward-looking information.

These forward-looking statements refect Goldgroup’s current internal projectons, expectatons or beliefs and are based on informaton currently available to Goldgroup. In some cases forward-looking informaton can be identfed by terminology such as “may”, “will”, “should”, “expect”, “intend”, “plan”, “antcipate”, “believe”, “estmate”, “projects”, “potental”, “scheduled”, “forecast”, “budget” or the negatve of those terms or other comparable terminology. Such forward-looking statements involve known and unknown risks, uncertaintes and other factors which may cause actual results, performance or achievements to be materially diferent from any future results, performance or achievements expressed or implied by the forward-looking statements.

Forward-looking informaton is subject to a variety of known and unknown risks, uncertaintes and other factors that could cause actual events or results to materially difer from those refected in the forward-looking informaton, and are developed based on assumptons about such risks, uncertaintes and other factors including, without limitaton: receipt of all required TSXV, regulatory and other interested party approvals in connecton with the Concurso Mercantl process; uncertaintes related to actual capital costs operatng costs and expenditures; producton schedules and economic returns from Goldgroup’s projects; tming to integrate acquisitons (San Francisco Mine) and tming to complete additonal exploraton and technical reports; uncertaintes associated with development actvites; uncertaintes inherent in the estmaton of mineral resources and precious metal recoveries; uncertaintes related to current global economic conditons; fuctuatons in precious and base metal prices; uncertaintes related to the availability of future fnancing; potental difcultes with joint venture partners; risks that Goldgroup’s ttle to its property could be challenged; politcal and country risk; risks associated with Goldgroup being subject to government regulaton; risks associated with surface rights; environmental risks; Goldgroup’s need to atract and retain qualifed personnel; risks associated with potental conficts of interest; Goldgroup’s lack of experience in overseeing the constructon of a mining project; risks related to the integraton of businesses and assets acquired by Goldgroup; uncertaintes related to the compettveness of the mining industry; risk associated with thef; risk of water shortages and risks associated with competton for water; uninsured risks and inadequate insurance coverage; risks associated with potental legal proceedings; risks associated with community relatons; outside contractor risks; risks related to archaeological sites; foreign currency risks; risks associated with security and human rights; and risks related to the need for reclamaton actvites on Goldgroup’s propertes, as well as the risk factors disclosed in Goldgroup’s MD&A. Any and all of the forward-looking informaton contained in this news release is qualified by these cautionary statements.

Although Goldgroup believes that the forward-looking informaton contained in this news release is based on reasonable assumptons, readers cannot be assured that actual results will be consistent with such statements. Accordingly, readers are cautoned against placing undue reliance on forward-looking informaton. Goldgroup expressly disclaims any intenton or obligaton to update or revise any forward-looking informaton, whether as a result of new informaton, events or otherwise, except as may be required by, and in accordance with, applicable securites laws.