The Company disseminated a news release announcing the material change described herein through the
FORM 51-102F3
MATERIAL CHANGE REPORT
Item 1 Name and Address of Company
Mexican Gold Mining Corp. (the “Company”)
Suite 900, 999 West Hastings Street
Vancouver, British Columbia
Canada V6C 2W2
Item 2 Date of Material Change
January 23, 2023
Item 3 News Release
The Company disseminated a news release announcing the material change described herein through the
news dissemination services of Globe Newswire on January 23, 2023, and a copy was subsequently filed
on SEDAR.
Item 4 Summary of Material Change
The Company announced its intention to consolidate its issued and outstanding common shares ("Common
Shares") on the basis of one (1) post-consolidation Common Share for every 10 pre-consolidation Common
Shares (the " Consolidation"). The exercise or conversion price of the Company’s convertible securities
and the number of Common Shares issuable thereunder will also be proportionately adjusted upon
completion of the Consolidation.
The Company also announced a post-Consolidation non-brokered private placement offering of up to
7,500,000 units (the “Units”) of the Company at a post-Consolidation price of $0.12 per Unit to raise gross
proceeds of up to $900,000 (the “Offering”). Each Unit shall consist 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.
Both the Consolidation and t he Offering are s ubject to receipt of all necessary regulatory approvals,
including acceptance by the TSX Venture Exchange.
Item 5 Full Description of Material Change
5.1 Full Description of Material Change
The Company announced its intention to consolidate its issued and outstanding common shares ("Common
Shares") on the basis of one (1) post-consolidation Common Share for every 10 pre-consolidation Common
Shares (the " Consolidation"). The Consolidation is expected to result in the number of issued and
outstanding Common Shares being reduced from 135,035,840 pre-Consolidation Common Shares to
approximately 13,503,584 post-Consolidation Common Shares.
The exercise or conversion price of the Company’s convertible securities and the number of Common
Shares issuable thereunder will also be proportionately adjusted upon completion of the Consolidation. No
fractional Common Shares will be issued as a result of the Consolidation. Any resulting fractional Common
Share entitlement resulting from the Consolidation that is less than one-half (1/2) of one (1) Common Share
will be cancelled and each fractional Common Share that is at least one-half (1/2) of one (1) Common Share
will be rounded up to one whole Common Share.
The Consolidation is subject to the receipt of all required regulatory approvals, including the approval of
the TSX Venture Exchange. The Company will be obtaining a new CUSIP and ISIN in connection with the
Consolidation. The effective date for the Consolidation and the new CUSIP and ISIN will be announced at
a later date. The Company anticipates that its current trading symbol will remain unchanged.
The Company also announced a post-Consolidation non-brokered private placement offering of up to
7,500,000 units (the “Units”) of the Company at a post-Consolidation price of $0.12 per Unit to raise gross
proceeds of up to $900,000 (the “Offering”). Each Unit shall consist 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 net proceeds raised from the Offering will be used to fund continuing operations of the Company and
for general working capital.
The Company may pay finder's fees to arm's-length parties that have introduced the Company to subscribers
participating in the Offering. All securities issued in connection with the Offering will be subject to a hold
period under applicable Canadian securities laws expiring four months and one day from the date of closing
of the Offering. The Offering is s ubject to receipt of all necessary regulatory approvals, including
acceptance by the TSX Venture Exchange.
The news release disseminated today 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.
5.2 Disclosure for Restructuring Transactions
Not applicable.
Item 6 Reliance on Subsection 7.1(2) of National Instrument 51-102
This report is not being filed on a confidential basis.
Item 7 Omitted Information
There are no significant facts required to be disclosed herein which have been omitted.
Item 8 Executive Officer
For further information, please contact Ja ck Campbell , Chief Executive Officer and Director of the
Company, at 604-558-6300.
Item 9 Date of Report
January 23, 2023
Cautionary Statements Regarding Forward Looking Information
This above 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 finan cial 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 th e news release relate to, among other things, the completion of the
Consolidation, the completion of the Offering, receipt of all necessary regulatory approvals and the use of proceeds
of 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 imp lied 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.