Mexican Gold Announces Closing of $4 Million Non-Brokered Private Placement
15 Julio 2019 - 3:30PM
Mexican Gold Corp. (the “Company” or “Mexican Gold") (TSXV: MEX) is
pleased to announce that it has closed its previously announced
non-brokered private placement comprised of 50,000,000 units of the
Company (the “Units”) at an issue price of $0.08 per Unit for
aggregate gross proceeds of $4,000,000 (the “Offering”).
Each Unit consists of one common share in the capital of the
Company (a "Common Share") and one transferable Common Share
purchase warrant (a "Warrant"), with each Warrant entitling the
holder thereof to acquire an additional Common Share at an exercise
price of $0.12 per Common Share for a period of five years,
expiring July 15, 2024. All securities to be issued in
connection with the private placement will be subject to a hold
period expiring November 16, 2019.
The TSX Venture Exchange (the “Exchange”) has granted
conditional approval for the listing of the Warrants, subject to
satisfaction of certain conditions precedent including expiry of
applicable Canadian hold periods.
The net proceeds of the private placement will be used for
exploration and advancement of the Company’s Las Minas Project,
payment of outstanding invoices, and general working capital.
No finder’s fees were paid in connection with the Offering.
1198578 B.C. Ltd (“BC Co”), acquired directly, 11,875,000 Common
Shares and 11,875,000 Warrants pursuant to the Offering for total
consideration of $950,000. Prior to the Offering, BC Co did
not own or control any Common Shares of the Company.
Following completion of the Offering, BC Co now owns and controls
an aggregate 11,875,000 Common Shares of the Company representing
approximately 11.5% of the outstanding Common Shares of the Company
(or 23,750,000 representing approximately 15.5% of the outstanding
Common Shares of the Company on a fully diluted basis). The Company
has been advised that BC Co acquired these securities for
investment purposes and may, depending on market and other
conditions, or as future circumstances may dictate, from time to
time, increase or dispose of some or all of the existing or
additional securities it holds or will hold, or may continue to
hold its current position. In connection with the acquisition
of Units, BC Co will file an early warning report in accordance
with National Instrument 62-103 – The Early Warning System and
Related Take-Over Bid and Insider Issues. To obtain a copy of
the early warning report directly from BC Co, please contact
Michael Kanevsky at 604-780-9997.
Directors and insiders of the Company subscribed for a total of
7,275,000 Units under the Offering. The issuance of these
securities to directors and insiders are “related party
transactions” under the policies of the Exchange and Multilateral
Instrument 61-101 – Protection of Minority Security Holders in
Special Transactions (“MI 61-101”). The Company is relying on
exemptions from the minority shareholder approval and formal
valuation requirements applicable to the related party transactions
under Sections 5.7(b) and 5.5(b), respectively, of MI 61-101.
There has been no prior formal valuation of the common shares and
share purchase warrants issued as there has not been any necessity
to do so. The Offering has been reviewed and approved by the
Company’s board of directors, including a majority of the Company’s
independent directors.
About Mexican Gold Corp.
Mexican Gold Corp. 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 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:
Philip O’Neill – CEO, President, and DirectorPhone:
403-614-2552E-mail: info@mexicangold.ca
Website at 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.
All statements in this press release, other than
statements of historical fact, are "forward-looking information"
with respect to Mexican Gold within the meaning of applicable
securities laws, and with respect to the proposed Offering and
proposed use of proceeds. Mexican Gold provides forward-looking
statements for the purpose of conveying information about current
expectations and plans relating to the future and readers are
cautioned that such statements may not be appropriate for other
purposes. By its nature, this information is subject to inherent
risks and uncertainties that may be general or specific and which
give rise to the possibility that expectations, forecasts,
predictions, projections or conclusions will not prove to be
accurate, that assumptions may not be correct and that objectives,
strategic goals and priorities will not be achieved. These risks
and uncertainties include but are not limited to completion of
Offering, exploration findings, results and recommendations, as
well as those risks and uncertainties identified and reported in
Mexican Gold’s public filings under Mexican Gold’s SEDAR profile at
www.sedar.com. Although Mexican Gold has attempted to
identify important factors that could cause actual actions, events
or results to differ materially from those described in
forward-looking information, there may be other factors that cause
actions, events or results not to be as anticipated, estimated or
intended. 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 statements.
Mexican Gold disclaims any intention or obligation to update or
revise any forward-looking information, whether as a result of new
information, future events or otherwise unless required by law.
UNITED STATES ADVISORY. The securities referred to herein
have not been and will not be registered under the United States
Securities Act of 1933, as amended (the "U.S. Securities Act"),
have been offered and sold outside the United States to eligible
investors pursuant to Regulation S promulgated under the U.S.
Securities Act, and may not be offered, sold, or resold in the
United States or to, or for the account of or benefit of, a U.S.
Person (as such term is defined in Regulation S under the United
States Securities Act) unless the securities are registered under
the U.S. Securities Act, or an exemption from the registration
requirements of the U.S. Securities Act is available. Hedging
transactions involving the securities must not be conducted unless
in accordance with the U.S. Securities Act. This press release
shall not constitute an offer to sell or the solicitation of an
offer to buy any securities, nor shall there be any sale of
securities in the state in the United States in which such offer,
solicitation or sale would be unlawful.
Mexican Gold Mining (TSXV:MEX)
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