Early Warning News Release

Lewes, Delaware–(Newsfile Corp. – July 28, 2023) – Calu Opportunity Fund LP (“Calu”) announces that, further to the approval received from the shareholders (other than Calu) of Goldgroup Mining Inc. (“Goldgroup”) at Goldgroup’s annual general and special meeting held on June 28, 2023 (the “Shareholders Meeting”), the loan in the principal amount of US$2,160,000 (the “Calu Loan”) made by Calu to Goldgroup on December 9, 2022, which is unsecured, bears interest at 6% per annum and is due December 31, 2023, has been converted into 29,052,000 common shares of Goldgroup at a price of CDN$0.10 per share at a fixed exchange rate of US$1.345 to CDN$1 (the “Debt Conversion”).

Immediately before the Debt Conversion, Calu owned 1,177,500 common shares or 4.11% of Goldgroup’s issued and outstanding share capital. Upon completion of the Debt Conversion, Calu became a control block holder owning 30,229,500 common shares of Goldgroup, representing 52.41% of Goldgroup’s issued and outstanding share capital.

Calu has acquired the common shares of Goldgroup for investment purposes, and Calu may, depending on market and other conditions, increase or decrease its beneficial ownership, control or direction over additional securities of Goldgroup or otherwise.

In addition, further to the approval from Goldgroup’s shareholders at the Shareholders Meeting in connection with the settlement of a loan obtained by Goldgroup from Accendo Banco S.A., Multiple Banking Institution (the “Accendo Loan”) in 2020 and subsequently acquired by Minera Cerro Esperanza S.A de C.V. (“MER”), a wholly owned subsidiary of Calu, Goldgroup has entered into the Settlement Agreement and Exploitation and Option to Purchase Agreement with MER as at July 1, 2023, pursuant to which Goldgroup is in the process of delivering the assets of its subsidiary, Minas de Oroco S.A. de C.V. (“Minas de Oroco”), to MER in full satisfaction of the Accendo Loan and Goldgroup will continue operate the assets of Minas de Oroco with the option to purchase the assets in the future.

This news release is being issued in accordance with National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues. An early warning report with respect to the matters discussed in this news release will be filed on the SEDAR at www.sedar.com under Goldgroup’s issuer profile.

About Calu

Calu Opportunity Fund LP is a resource focused private investment vehicle with a focus on supporting growth stage mining companies. The head office of Calu is located at 16192 Coastal Highway, Lewes, Delaware 19958.

The TSX has neither reviewed nor accepts responsibility for the adequacy or accuracy of this release.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION

Certain information contained in this news release, including any information relating to future financial or operating performance, may be considered “forward-looking information” (within the meaning of applicable Canadian securities law) and “forward-looking statements” (within the meaning of the United States Private Securities Litigation Reform Act of 1995). These statements relate to information that is based on forecasts of future results, estimates of amounts not yet determinable and assumptions of management. Actual results could differ materially from the conclusions, forecasts and projections contained in such forward-looking information.

These forward-looking statements reflect expectations or beliefs and are based on information currently available. In some cases forward-looking information can be identified by terminology such as “may”, “will”, “should”, “expect”, “intend”, “plan”, “anticipate”, “believe”, “estimate”, “projects”, “potential”, “scheduled”, “forecast”, “budget” or the negative of those terms or other comparable terminology.

Forward-looking information is subject to a variety of known and unknown risks, uncertainties and other factors that could cause actual events or results to materially differ from those reflected in the forward-looking information. Although Calu believes that the forward-looking information contained in this news release is based on reasonable assumptions, readers cannot be assured that actual results will be consistent with such statements. Accordingly, readers are cautioned against placing undue reliance on forward-looking information. Calu expressly disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, events or otherwise, except as may be required by, and in accordance with, applicable securities laws.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/175361

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