Mexican GOLD Corp. Provides Update ON Financing
Thunder Bay, Ontario TSX-V: MEX
For Immediate Release November 22, 2018
MEXICAN GOLD CORP. PROVIDES UPDATE ON FINANCING
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES
MEXICAN GOLD CORP . (TSX-V: MEX; OTCQB: MEXGF ; FRA: 4QW1 ) ("Mexican Gold" or the
"Company") is pleased to announce that it has c losed Tranche One (the “First Tranche ”) of the previously
announced, non-brokered private placement of units in the Company (“Units”) at $0.20 per Unit for gross proceeds
of up to $3,000,000, subject to the C ompany’s option to increase the size of the private placement by 25% (the
"Private Placement") as announced in the Company’s October 22, 2018 and November 1, 2018 N ews Releases.
Each Unit offered under the Private Placement consists of one common share of the Company (a “Common Share”)
and one Common Share purchase warrant (each whole warrant, a " Warrant"). Each Warrant is exercisable into a
Common Share at the price of $0.30 per Common Share for a period of thirty-six months, subject to the Company’s
option to accelerate the expiry date of the Warrants on notice to the holders of the Warrants, if at any time after
four months and one day from the closing date of the Private Placement, the closing price of its Common Shares on
a stock exchange in Canad a is g reater than $0.45 per Common Share for a period of 20 consecutiv e trading days
(the “Acceleration Option”).
The First Tranche consists of the sale of 10,315,000 Units for gross proceeds of $2,063,000.00. In connection with
the closing of t he First Tr anche, the Company has p aid to certain eligible finders $76,510 in c ash fees in the
aggregate and issued a total of 356,300 compensation warrants in compensation for finder s’ efforts in connection
with the First Tr anche. The compensation warrants are exercisable into Common Shares at $0.30 per C ommon
Share for thirty-six months following the issua nce of the compensation warrant s, subject to the Company’ s
Acceleration O ption. The Company aims to close a subsequent tranche of the Private Placement in the coming
weeks.
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 Verac ruz, M exico, to make the final property payment, and for general working
capital purposes.
Securities issued pursuant to the First Tranche are subject to a four month and one day statutory hold period. As at
the date hereof there is no material fact or mat erial change related to the Company that has not been generally
disclosed. The Private Placement is subject to the final approval of the TSX Venture Exchange.
Related Parties Transaction
In connection with the First Tranche, Carl Hering, the new CEO and a new Director of the Company and Palisade
Global Investments Ltd. a corporation that holds over 10% of t he common shares of the Company, have acquired
1,000,000 Units in the aggregate for total gross proceeds of $200,000. As both Mr. Hering and P alisade Global
Investments Ltd. are insiders of the Company , their part icipation in the First Tr anche constitutes a "related party
transaction" pursuant to Multilateral Instrument 61 -101 – Protection of Minority Security Holders in Special
Transactions ("MI 61-101"). The Company is relying on an exemption from the formal valuation requirements of
MI 61 -101 available on the basis of the Company not being listed on specified stock exchanges , including the
Toronto Stock Exchange, the New York Stock Exchange, the American Stock Exchange, the NASDAQ and certain
overseas exchanges. The Company is also relying o n the exemptio n fr om minority shareholder approval
requirements under MI 61- 101, as the fair market value of the insiders ’ participation in the First Tranche 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 copp er deposits in North
America. Mexican Gold is exploring the Las Minas Project, which is located in the core of the Las Minas mining
district in Veracruz State, Mexico, and is host to one of the newest, under-explored skarn systems known in
Mexico.
For more information, please contact:
For more information, please contact:
Carl Hering, PhD Geology, CEO
Brian E. Robertson, P. Eng.
Phone: 303-895-5241 or 807-251-1816
Fax: 807-474-4272
E-mail: [email protected]
Website at www.mexicangold.ca
CAUTIONARY STATEMENT REGARDING FORWARD -LOOKING INFORMAT ION: This new s release
includes certain information that may constitute "forward- looking information" under applicable Canadian securities
legislation. “Forward-looking information” can often, but not always, be identif ied by the use of w ords such as “beli eves”,
“anticipates”, “expects”, “estimates”, “may”, “could”, “would”, “will”, or “plan” . These sta tements are based on
information currently avai lable to the Company, and the Company provides no assurance that actual r esults will meet
management’s expectations. Forward-looking information includes, but is not limited to, statements about the closing of the
Private Placement, the future exploration results relating to the Las Minas project, and exploration plans for the Las Minas
project a nd the exploration potential of the Las Minas project. Forward- looking information is necessarily based upon a
number of estimates and assumptions that, while consi dered reasonable, are subject to known and unknown risks,
uncertainties, and other factors w hich may cause the actual results and future events to differ materially from those expressed
or implied by such forw ard-looking information, including the risks id entified 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 cont ained in this pres s 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 f orward-looking inf ormation, whe ther 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.