Mexigold Corp. Announces Closing of Definitive Option Agreement, Private Placement Financings and Completion of Change of Business.
FOR IMMEDIATE RELEASE
Contact: Investor Relations Tuesday July 5, 2011 Phone (604) 684-2181 (No. 2011-06-09) [email protected]
MEXIGOLD CORP. ANNOUNCES CLOSING OF DEFINITIVE OPTION AGREEMENT, PRIVATE PLACEMENT FINANCINGS AND COMPLETION OF CHANGE OF BUSINESS.
Vancouver, British Columbia, Canada – July 5, 2011 – Mexigold Corp. (the “Company” or “Mexigold”) (TSXV-MAU) is pleased to announce that it has completed its Change of Business transaction involving the option to acquire a 75% interest in the Durango Properties from Riverside Resources Inc. (“RRI”) and the closing of brokered and non-brokered private placements for gross proceeds of $3,672,000.
Option to Acquire Durango Properties
In connection with the acquisition of the Durango Properties, the Company will issue 2,600,000 common shares and make cash payments of $500,000 to RRI and incur exploration expenditures of $4,000,000 on the Durango Properties, over a 36 month period. On closing, the Company paid $50,000 in cash and issued 200,000 common shares of the Company to RRI. A finder’s fee of 250,000 common shares of the Company is payable to BMO Nesbitt Burns Inc. in connection with the acquisition.
Closing of Private Placements
Mexigold has closed a brokered private placement for gross proceeds of $1,000,000 (the “Brokered Private Placement”) by issuance of 3,125,000 units of the Company, at a price of $0.32 per unit. Each unit consists of one common share of the Company and one share purchase warrant. Each warrant is exercisable into one additional common share for a period of two years, until June 30, 2013, at a price of $0.50 per share.
In connection with the Brokered Private Placement, the Company has paid a corporate finance fee of $22,240 to Jordan Capital Markets Inc. (“Jordan”) and paid cash as Agent’s fees to Jordan in the aggregate amount of $67,760 representing 7% of the gross proceeds raised. The Company also issued an aggregate of 302,500 agent’s warrants (the “Agent’s Warrants”) as 177,500 Agent’s Warrants to Jordan and 125,000 Agent’s Warrants to Canaccord Genuity Corp., as part of the selling group. Each Agent’s Warrant entitles the holder to purchase one common share of the Company for a period of 24 months from closing at an exercise price of $0.50 per share.
In addition, Mexigold has closed a non-brokered private placement for gross proceeds of $1,592,000 (the “$0.32 Non Brokered Private Placement”) by issuance of 4,975,000 units of the Company, at a price of $0.32 per Unit. Each unit consists of one common share of the Company and one share purchase warrant. Each warrant is exercisable into one additional common share for a period of 24 months from closing, at a price of $0.50 per share.
In connection with the $0.32 Non- Brokered Private Placement, the Company has paid cash finder’s fees in the aggregate amount of $104,748. The Company also issued an aggregate of 450,625 finder’s warrants to licensed finders. Each finder’s warrant entitles the holder to purchase one common share of the Company for a period of 24 months from closing at an exercise price of $0.50 per share.
Mexigold has also closed a non-brokered private placement for gross proceeds of $1,080,000 (the “$0.36 Non Brokered Private Placement”) by issuance of 3,000,000 units of the Company, at a price of $0.36 per unit. Each unit consists of one common share of the Company and one share purchase warrant. Each warrant is exercisable into one additional common share for a period of 24 months from closing, at a price of $0.50 per share.
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In connection with the $0.36 Non-Brokered Private Placement, the Company has paid cash finder’s fees in the aggregate amount of $68,572. The Company also issued an aggregate of 262,111 finder’s warrants to licensed finders. Each finder’s warrant entitles the holder to purchase one common share of the Company for a period of 24 months from closing, at an exercise price of $0.50 per share.
All securities issued under the private placements are subject to hold periods expiring October 31, 2011.
The proceeds of the private placements will be used to fund the initial option payment and work program to be conducted by the Company on the Durango Properties, for general and administrative expenses and for working capital.
Escrow
Pursuant to an escrow agreement dated June 24, 2011 among the Company, the Company’s transfer agent and certain Company principals, 2,115,750 common shares of the Company held by Company principals will be subject to escrow, with 25% released on the issuance of the final Exchange Bulletin and an additional 25% released on the dates that are 6 months, 12 months and 18 months following the initial release.
Filing Statement
The Company has filed a filing statement on SEDAR disclosing the details of the acquisition of the Durango Properties and the private placements. The filing statement and the technical reports on the all three Durango Properties can be viewed under the Company’s profile on SEDAR at www.sedar.com
Exchange Bulletin
The Company anticipates receiving the Final Exchange Bulletin from the Exchange in respect of the closing of its Change of Business shortly.
Mr. Peeyush Varshney, President and CEO stated: “We are very pleased to have completed the Company’s Change of Business and transition to a resource company. We believe that the Durango Properties are excellent prospects and look forward to commencing the work program on same. We have scheduled meetings with representatives of Riverside and plan to move ahead aggressively with the exploration programs. We would like to thank Jordan Capital Markets Inc. and Canaccord Genuity for their support.”
ON BEHALF OF THE BOARD OF DIRECTORS
Peeyush Varshney, LL.B.
President & CEO
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.