Goldgroup Announces Loan Facility Term Sheet With Accendo

Goldgroup Mining Inc. ("Goldgroup" or the "Company") (TSX:GGA, OTC:GGAZF, BMV SIX:GGAN.MX) is pleased to announce that it has signed an indicative term sheet (the "Term Sheet") in respect of a secured loan facility (the "Facility") with Accendo Banco S.A., Multiple Banking Institution (the "Lender"), in the amount of USD$3,000,000 (the "Facility Amount").

Facility Terms

As set out in the Term Sheet, the Facility will be available for drawing for 12 months following the date on which certain conditions precedent to the Facility have been satisfied (the "Closing Date"), with a minimum drawdown of USD$200,000. It will bear interest at the rate of 12% per annum, accruing on the outstanding amount drawn under the Facility. Repayments will begin 12 months after the drawdown, and be payable in equal installments, quarterly in arrears until the final repayment date of 36 months from the Closing Date. The Company will have an option to prepay without penalty any portion of the Facility, subject to 10 days' notice, payment of additional fees or costs associated with prepayment, and minimum prepayment amounts of USD $200,000.

As consideration for the Loan, the Company proposes:

• to pay to the Lender an arrangement fee in an amount equal to 0.925% of the Facility Amount and a commitment fee in an amount equal to 1% per annum on the available but undrawn balance of the Facility Amount; and
• to issue to the Lender a total of 7,500,000 common share purchase warrants (each, a "Lender Warrant"). Each Lender Warrant will be exercisable to purchase one common share in the capital of the Company (each, a "Lender Warrant Share") at a price of CAD$0.025 per Lender Warrant Share for a period of 48 months from the Closing Date. The Lender Warrants may not be exercised prior to the Closing Date, and will be cancelled in the event that the Closing Date does not occur by August 31, 2020. Any proceeds received by the Company from the exercise of Lender Warrants will be immediately applied to prepay or repay the Facility.

In the event that an offer of finance from the Lender in respect of the Facility is accepted by the Company, but no definitive agreement in respect of the Facility is executed within ten days of that acceptance, the Company will pay to the Lender a break fee of USD $100,000.

The Facility will be secured by:

• certain assets of the Company, including the Company's Cerro Prieto project;
• guarantees by certain subsidiaries of the Company;
• a pledge of the issued and outstanding shares of the Company's subsidiary Minas de Oroco Resources, S.A. de C.V.;
• a subordination agreement with any existing lenders of the Company in respect of the Facility; and
• assignment of collection rights to certain agreements of the Company.

Proceeds of the Facility will be for general working capital purposes and to repay the existing secured loan from the Lender that was previously announced by the Company on October 5, 2018. The Facility, including the issuance of the Lender Warrants to the Lender, is subject to TSX acceptance.

About Goldgroup

Goldgroup is a Canadian-based gold production, development, and exploration Company with a significant upside in a portfolio of projects in Mexico, including an interest in DynaResource de Mexico, S.A. de C.V., which owns 100% of the high-grade gold exploration project, San José de Gracia located in the State of Sinaloa. In addition, the Company operates its 100%-owned Cerro Prieto heap-leach gold mine, in the State of Sonora, Mexico.

Goldgroup is led by a team of highly successful and seasoned individuals with extensive expertise in mine development, corporate finance, and exploration in Mexico. Goldgroup's mission is to increase gold production, mineral resources, profitability and cash flow, with a view to building a leading gold producer.

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

On behalf of the Board of Directors

Investor Relations

Toll Free: 1-877-655-ozAu (6928)