Mexican Gold Mining Corp. (the “
Company” or
“
Mexican Gold") (TSXV: MEX, OTCQB: MEXGF)
announces it has closed its previously announced post-Consolidation
non-brokered private placement for aggregate gross proceeds of
$899,999.76 through the issuance of 7,499,998 units (the
“
Units”) of the Company at a post-Consolidation
price of $0.12 per Unit (the “
Offering”). Each
Unit consists of one (1) post-Consolidation common share
(“
Share”) in the capital of the Company and one
(1) post-Consolidation Share purchase warrant
(“
Warrant”), whereby each Warrant shall be
convertible into an additional Share at an exercise price of $0.15
for a period of 36 months from the date of issuance.
The Company intends to use the net proceeds from
the Offering to fund continuing operations of the Company and for
general working capital purposes.
In conjunction with the Offering, an aggregate
of $3,474.00 in cash finder’s fees were paid.
All securities issued under the Offering are
subject to a four-month and one-day hold period which expires July
16, 2023.
In connection with the Offering, three insiders
of the Company (the “Insiders”) purchased an
aggregate of 708,333 Units for total consideration of $84,999.96 as
follows: (i) Jack Campbell, CEO and Director of the Company
purchased 100,000 Units for total consideration of $12,000, (ii)
Overlook Investments LLC, a company controlled by Ali Zamani,
Director of the Company, purchased 208,333 for total consideration
of $24,999.96, and (iii) Sentrum Capital Inc., a company controlled
by John Anderson, Director of the Company, purchased 400,000 Units
for total consideration of $48,000. The participation by the
Insiders in the Offering constitutes a "related party transaction"
as defined under Multilateral Instrument 61-101 Protection of
Minority Security Holders in Special Transactions (“MI
61-101”). The Company is relying on the exemptions from
the valuation and minority shareholder approval requirements of MI
61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101, as
neither the fair market value of the Units purchased by Insiders,
nor the consideration for the Units paid by Insiders, exceeds 25%
of the Company's market capitalization. The Company did not file a
material change report in respect of the related party transaction
at least 21 days before the closing of the Offering, which the
Company deems reasonable in the circumstances in order to complete
the Offering in an expeditious manner.
This news release does not constitute an offer
to sell or a solicitation of an offer to buy any of the securities
in the United States. The securities offered have not been and will
not be registered under the United States Securities Act of
1933, as amended (the "U.S. Securities Act") or
any state securities laws and may not be offered or sold within the
United States or to, or for the account or benefit of, U.S. persons
unless registered under the U.S. Securities Act and applicable
state securities laws, unless an exemption from such registration
is available.
About Mexican Gold Mining
Corp.
Mexican Gold is a Canadian-based mineral
exploration and development company committed to building long-term
value through ongoing discoveries and strategic acquisitions of
prospective precious metals and copper projects in the Americas.
Mexican Gold is exploring and advancing the Las Minas Project,
which is located in the core of the Las Minas mining district in
Veracruz State, Mexico, and host to one of the newest,
under-explored skarn systems known in Mexico.
For more information, please contact:
Jack Campbell – CEO, President, and
DirectorE-mail: info@mexicangold.caWebsite: www.mexicangold.ca
Neither the TSX Venture Exchange nor its
Regulation Services Provider (as that term is defined in the
policies of the TSX Venture Exchange) accepts responsibility for
the adequacy or accuracy of this release.
Cautionary Statements Regarding Forward
Looking Information
This news release contains certain
"forward-looking information" and "forward-looking statements"
(collectively "forward-looking statements") within the meaning of
applicable securities legislation. All statements, other than
statements of historical fact, included herein, without limitation,
statements relating the future operating or financial performance
of the Company, are forward-looking statements. Forward-looking
statements are frequently, but not always, identified by words such
as "expects", "anticipates", "believes", "intends", "estimates",
"potential", "possible", and similar expressions, or statements
that events, conditions, or results "will", "may", "could", or
"should" occur or be achieved. Forward-looking statements in this
news release relate to, among other things, the intended use of
proceeds from the Offering. Actual future results may differ
materially. There can be no assurance that such statements will
prove to be accurate, and actual results and future events could
differ materially from those anticipated in such statements.
Forward-looking statements reflect the beliefs, opinions and
projections on the date the statements are made and are based upon
a number of assumptions and estimates that, while considered
reasonable by the Company, are inherently subject to significant
business, economic, competitive, political and social uncertainties
and contingencies. Many factors, both known and unknown, could
cause actual results, performance or achievements to be materially
different from the results, performance or achievements that are or
may be expressed or implied by such forward-looking statements and
the parties have made assumptions and estimates based on or related
to many of these factors. Such factors include, without limitation,
the TSX Venture Exchange not approving the Offering and
management's discretion to reallocate the use of proceeds. Readers
should not place undue reliance on the forward-looking statements
and information contained in this news release concerning these
items. The Company does not assume any obligation to update the
forward-looking statements of beliefs, opinions, projections, or
other factors, should they change, except as required by applicable
securities laws.
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