Mr. Jack Campbell reports
MEXICAN GOLD CLOSES NON-BROKERED PRIVATE PLACEMENT
Mexican Gold Mining Corp. has closed its previously announced non-brokered private placement for aggregate gross proceeds of $850,000 through the issuance of 10 million units of the company at a price of 8.5 cents per unit. Each unit consists of one common share in the capital of the company and one transferable common share purchase warrant, whereby each warrant entitles the holder thereof to acquire an additional share at a price of 12 cents until Nov. 14, 2028, being the date that is three years from the date of issuance.
Mexican Gold intends to use the net proceeds from the offering as working capital for general corporate purposes. No finders' fees were paid in connection with the offering.
All securities issued and issuable pursuant to the offering are subject to a hold period expiring March 15, 2026, being the date that is four months and one day from the date of issuance in accordance with applicable Canadian securities legislation. The offering remains subject to final acceptance by the TSX Venture Exchange.
An insider of the company, namely John Anderson, chairman of the board of directors of the company, participated in the offering acquiring an aggregate of 550,000 units for a purchase price of $46,750. The participation by an insider in the offering constitutes a related party transaction as defined under Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions. The company relied on exemptions from the formal valuation and minority shareholder approval requirements provided under sections 5.5(a) and 5.7(1)(a) of MI 61-101, as neither the fair market value of the units purchased by the insider, nor the consideration for the units paid by such insider, exceeded 25 per cent of the company's market capitalization. The company did not file a material change report in respect of the related party transaction at least 21 days before the closing of the offering, which the company deems reasonable in the circumstances in order to complete the offering in an expeditious manner. The offering was unanimously approved by the company's board of directors.
The warrants issued to certain of the investors contain provisions that prohibit the exercise by the holder, which would result in the holder, together with the holder's affiliates or associates, and any person acting jointly or in concert with the holder, beneficially owning in excess of 9.99 per cent of the issued and outstanding shares immediately after giving effect to such exercise of warrants.
About Mexican Gold Mining Corp.
Mexican Gold 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 and advancing the Las Minas project, which is located in the core of the Las Minas mining district in Veracruz state, Mexico, and host to one of the newest, underexplored skarn systems known in Mexico.
We seek Safe Harbor.
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