2013 News Releases
January 28, 2013
Goldgroup Signs Agreement to Acquire the Cerro Prieto Gold Project
Vancouver, British Columbia (January 28, 2013) -- Goldgroup Mining Inc. ("Goldgroup") (TSX:GGA, OTC:GGAZF, BMV SIC:GGAN.MX) is pleased to announce that it has entered into a binding agreement with Oroco Resource Corp. ("Oroco") (TSXV:OCO, Frankfurt: 0R6) whereby Goldgroup will acquire 100% interest in Oroco's Cerro Prieto Project (the "Properties") in Sonora State, Mexico for an initial cash payment of US$4.5 million, US$1 million private placement of units in Oroco and up to an additional US$13.5 million in payments made from future gold produced at the Properties, subject to receipt of regulatory and Oroco shareholder approvals.
Cerro Prieto is a principally permitted, gold and silver project located in northern Sonora State, Mexico, with mineral concessions totaling an area of approximately 7,000 hectares, containing approximately 17.5 kilometers of strike length of the mineralized structure hosting the current resource. In early 2012 Oroco announced the receipt of the Environment Impact Statement (Manifestacion de Impacto Ambiental) and the Authorization of Change of Land Use (Estudio Tecnico Justificativo para Cambio de Uso de Suelo) for the Cerro Prieto project.
Transaction Highlights
- On closing, Goldgroup will pay Oroco US$4.5 million in cash
- Goldgroup will subscribe for and purchase five million units in Oroco at a price of CDN$0.20 per unit by way of private placement, with each unit being comprised of one common share and one non-transferable share purchase warrant. Each warrant shall entitle Goldgroup to purchase one common share of Oroco for a period of two years for CDN$0.25
- Oroco will be entitled to receive up to an additional US$13.5 million through cash payments equal to US$150 for each of the first ninety thousand ounces of gold produced from the Properties paid quarterly and payments commencing no later than one year after closing of the transaction
- Goldgroup agrees to pay minimum payments of US$625,000 per quarter unless the Properties are not in production by January 1, 2014 in which case the first two minimum quarterly payments of 2014 will be US$250,000, the third minimum payment will be US$625,000 and the fourth payment will be the balance of US$2.5 million, less the three quarterly payments made
- Closing of the transaction is subject, but not limited to, the receipt of all required regulatory approvals as well as special resolution approval of Oroco shareholders
- Oroco will pay Goldgroup a break fee of US$500,000 if the transaction in not completed by June 30, 2013
- Goldgroup plans to complete detailed evaluation of the Properties resources in order to develop its own development and growth plan and to provide 2013 guidance on construction and budgets after closing
- Due to Cerro Prieto's close proximity to the Cerro Colorado mine, Goldgroup has the opportunity to realize future synergies between these projects
Dr. Hans von Michaelis, President, CEO & Director of Goldgroup commented: "Cerro Prieto offers Goldgroup the opportunity to realize synergies from its current operating mine, Cerro Colorado, located a short distance away in northern Sonora State. Our focus will be to evaluate how to best use our equipment at the Cerro Colorado mine in the development of Cerro Prieto, as well as to grow Goldgroup's resource base and production profile. We look forward to participating in the successes of Oroco through our potential ownership interest in them."
About Goldgroup Mining Inc.
Goldgroup is a well-funded Canadian-based gold production, development, and exploration Company with significant upside in a portfolio of projects in Mexico, including its flagship 100%-owned advanced stage gold development project Caballo Blanco in the state of Veracruz, and a 50% 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. The Company also operates its 100%-owned Cerro Colorado gold mine in the state of Sonora.
Goldgroup remains in a flexible financial position with a strong cash balance, no debt and no gold hedging. The Company 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, building a leading gold producer in Mexico.
On behalf of the Board of Directors,
Dr. Hans von Michaelis CEO & President, Director
Tel: 1-303-549-4480
Travis McPherson, Manager of Investor Relations
Toll Free: 1-877-655-ozAu (6928)
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