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VANCOUVER, British Columbia, Jan. 13, 2021 (GLOBE NEWSWIRE) -- Mexican Gold Mining Corp. (the “ Company ” or “ Mexican Gold ") (TSXV: MEX), is pleased to announce that further to its news release dated December 29, 2020, regarding its non-brokered private placement of 20 million common shares (the “ Shares ”) at an issue price of $0.07 per Share (the “ Private Placement ”), it has received a lead order from Palisades Goldcorp Ltd. (“ Palisades ”), which is subscribing for 15 million of those Shares.
The Private Placement, subject to acceptance by the TSX Venture Exchange, will raise aggregate gross proceeds of $1,400,000 to be used for exploration and advancement of the Company’s Las Minas Project, payment of outstanding invoices, and for general working capital. No finders’ fees are to be paid in connection with the Private Placement.
Palisades, a Control Person of the Company, has subscribed for an aggregate of 15 million Shares demonstrating continued support of the Company’s growth plans. Presently Palisades holds approximately 37% of Mexican Gold’s issued and outstanding common shares and, following closing of the Private Placement, will hold approximately 43% of the then issued and outstanding common shares. As background, Palisades acquired a control position in the Company on January 16, 2020 (see news release dated January 16, 2020), pursuant to private transactions whereby Palisades acquired directly and indirectly approximately 37% of Mexican Gold’s issued and outstanding common shares.
At the annual general and special meeting of shareholders of the Company held December 16, 2020, the disinterested shareholders voted in favour of Palisades’ control position. This shareholder approval also ratified Palisades’ previous private acquisitions of securities in the Company and permitted Palisades to participate in future Mexican Gold private placement offerings.
Palisades is a Canadian resource-focused merchant bank and it shares a common director and officer with the Company. Philip O’Neill, Chief Executive Officer, President and a director of the Company also serves as Chief Operating Officer and a director of Palisades. The acceptance of Palisades’ participation in the Private Placement has, as such, been unanimously approved by the Company’s board of directors, including all non-conflicted and all independent directors of the Company.
The participation of Palisades in this Private Placement constitutes a "related party transaction" within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions (" MI 61-101 ") and the policies of the TSX Venture Exchange. The Company is relying on exemptions from the formal valuation and minority approval requirements contained in sections 5.5(b) and 5.7(1)(b) of MI 61-101. There has been no prior formal valuation of the common shares and Warrants issued as there has not been any necessity to do so.
Completion of this Private Placement will not result in any new insiders or control persons of the Company and all securities to be issued pursuant to the Private Placement will be subject to a statutory four month hold period from the date of closing in accordance with applicable Canadian securities laws.
This news release 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 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.
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, under-explored skarn systems known in Mexico.
For more information, please contact:
Philip O’Neill – CEO, President, and Director
E-mail: info@mexicangold.ca
Website: 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.
Cautionary Statements Regarding Forward Looking Information
This news release contains certain "forward-looking information" and "forward-looking state