Mexican Gold Announces Consolidation and Post-Consolidation Non-Brokered Private Placement
January 23 2023 - 9:12AM
Mexican Gold Mining Corp. (the “
Company” or
“
Mexican Gold") (TSXV: MEX, OTCQB: MEXGF)
announces 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 announces 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
subject to receipt of all necessary regulatory approvals, including
acceptance by the TSX Venture Exchange.
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 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.
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:
Jack Campbell – CEO, President, and
DirectorE-mail: info@mexicangold.caWebsite: 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 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 financial 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 this
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 implied
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.
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