NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES
THUNDER BAY, Ontario, March 26, 2018 (GLOBE NEWSWIRE) -- MEXICAN GOLD CORP. ("Mexican Gold" or the "Company") (TSX-V:MEX) (OTCQB:MEXGF) (FRA:4QW1) is pleased to announce that it intends to complete a non-brokered private placement (the "Private Placement") of up to $1,000,000 at a price of $0.30 per unit (“Unit”) with a small group of investors. The Company may, in its sole discretion increase the size of the Private Placement by up to 25% for aggregate gross proceeds of up to $1,250,000 at the price of $0.30 per Unit at any time prior to the closing of the Private Placement. Each Unit will consist of one common share of the Company and one common share purchase warrant (each whole warrant, a "Warrant"). Each Warrant will entitle the holder to purchase one transferable common share of the Company for a period of thirty-six months from the closing date of the Private Placement at a price of $0.60 per common share.
The net proceeds from the Private Placement will be used to continue exploration on the Company’s Las Minas project located in the State of Veracruz, Mexico, and general working capital purposes.
The Units to be issued under this Private Placement will be offered in the provinces of Ontario and British Columbia and such other provinces of Canada as may be determined by the Company, in each case, pursuant to applicable exemptions from the prospectus requirements under applicable securities laws. Closing of the Private Placement is anticipated to occur on or before April 6, 2018 and is subject to receipt of all required regulatory approvals including the approval of the TSX Venture Exchange. Units issued under the Private Placement will be subject to a four month and one day statutory hold period.
The securities offered have not been registered under the U.S. Securities Act of 1933, as amended, or applicable state securities laws, and may not be offered or sold to persons in the United States absent registration or an exemption from such registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
The participation in the Private Placement by John Anderson is a “related party transaction” as such terms are defined by Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions (“MI 61-101”), requiring the Company, in the absence of exemptions, to obtain a formal valuation for, and minority shareholder approval of, the “related party transaction”. The Company is relying on an exemption from the formal valuation requirements of MI 61-101 available because no securities of the Company are listed on specified markets, including the TSX, the New York Stock Exchange, the American Stock Exchange, the NASDAQ or any stock exchange outside of Canada and the United States other than the Alternative Investment Market of the London Stock Exchange or the PLUS markets operated by PLUS Markets Group plc. The Company is also relying on the exemption from minority shareholder approval requirements set out in MI 61-101 as the fair market value of the participation in the Private Placement by the Mr. Anderson does not exceed 25% of the market capitalization of the Company, as determined in accordance with MI 61-101.
About Mexican Gold Corp.
Mexican Gold Corp. is a Canadian based mineral exploration company committed to building long-term value through ongoing discoveries and strategic acquisitions of prospective precious metals and copper deposits in Mexico. Mexican Gold is exploring the Las Minas Project, which is located in the core of the Las Minas mining district in the Veracruz State, Mexico, and is host to one of the largest under-explored skarn systems known in Mexico.
For more information, please contact:
Brian E. Robertson, P. Eng., President & CEO
Phone: 807-474-4270 or 807-251-1816
Fax: 807-474-4272
E-mail: info@mexicangold.ca
Website at www.mexicangold.ca
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION: This news release includes certain information that may constitute "forward-looking information" under applicable Canadian securities legislation. Forward-looking information includes, but is not limited to, statements about the anticipated closing date of the Private Placement, the future exploration results relating to the Las Minas project, exploration plans for the Las Minas project and the exploration potential of the Las Minas project. Forward-looking information is necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking information, including the risks identified in the Company's disclosure documents. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on forward-looking information. All forward-looking information contained in this press release is given as of the date hereof and is based upon the opinions and estimates of management and information available to management as at the date hereof. The Company disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by law.
Neither 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.