VANCOUVER, Feb. 10 /CNW/ - Goldgroup Mining Inc. (Toronto:GGA.TO) ("Goldgroup" or the "Company") is pleased to announce that it has filed a preliminary short form prospectus pursuant to which the Company proposes to complete an offering of 20 million common shares (the "Offering"). Dahlman Rose & Company, LLC and Canaccord Genuity Corp. are acting as joint book-running managers for the Offering along with Jennings Capital Inc. acting as co-manager.

The Company intends to use the net proceeds from the Offering to provide capital for the development of its flagship Caballo Blanco project in Veracruz, Mexico and for general corporate purposes.

The Company will grant the underwriters a 30-day option to purchase up to 3 million additional shares of common stock in the Offering to cover over-allotments, if any.

Final pricing of the Offering will be determined in the context of the market prior to the filing of the final short form prospectus in respect of the Offering. The common shares will be offered in Alberta, British Columbia and Ontario by way of a short form prospectus and other jurisdictions outside of Canada pursuant to applicable private placement exemptions.

Closing of the Offering is subject to certain conditions including, but not limited to, the execution of a definitive underwriting agreement with the managers, the receipt of conditional listing approval for the common shares to be sold under the Offering by the Toronto Stock Exchange and applicable regulatory approvals.

The securities have not been and will not be registered under the U.S. Securities Act of 1933, as amended, or under any state securities laws and may not be offered or sold in the United States, absent registration or an applicable exemption from the registration requirements. This news release does not constitute an offer to sell or the solicitation of an offer to buy nor will there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful.

About Goldgroup

Goldgroup is a Canadian-based gold producer and is focused on the acquisition, exploration and development of advanced stage gold-bearing mineral properties in the Americas. The Company's current gold production and exploration and development related activities are conducted exclusively in Mexico, one of the world's most advantageous mining jurisdictions. Goldgroup owns and operates the Cerro Colorado Mine in Sonora along with a property portfolio that includes its interests in the Caballo Blanco Project in Veracruz and the San José de Gracia Project in Sinaloa.