TORONTO, April 19, 2022 /CNW/ - Magna Gold Corp. (TSXV:
MGR) (OTCQB: MGLQF) ("Magna" or the "Company")
announces that, further to its news release dated March 18, 2022, the Company has issued an
aggregate of 1,660,132 common shares in the capital of the Company
("Common Shares") at a deemed price of $0.76 per Common Share to PEAL de Mexico S.A. de
C.V. ("PEAL") in settlement of outstanding debt in the
aggregate amount of US$1,000,000 (the
"Debt Settlement"). The Debt Settlement was completed
pursuant to an amending agreement dated February 22, 2022 between Molimentales del
Noroeste S.A. de C.V. ("Molimentales"), a subsidiary of the
Company, and PEAL which amended the terms of a settlement agreement
dated June 30, 2020 between
Molimentales and PEAL (the "Settlement Agreement") to settle
US$1,000,000 of the outstanding
amount owing by the Company under the Settlement Agreement in
exchange for the issuance of Common Shares, thereby reducing the
amount owing from US$4,054,351 to
US$3,054,351.
The issuance of the Common Shares to PEAL pursuant to the Debt
Settlement constitutes a "related party transaction" for the
purposes of Multilateral Instrument 61-101 – Protection of
Minority Security Holders in Special Transactions ("MI
61-101"). The Company is exempt from the requirements to obtain
a formal valuation and minority shareholder approval in connection
with the Debt Settlement in reliance on sections 5.5(b) and
5.7(1)(a), respectively, of MI 61-101, as no securities of the
Company are listed or quoted on the specified markets and, at the
time the transaction was agreed to, neither the fair market value
of the subject matter of, nor the fair market value of the
consideration for, the transaction exceeded 25% of the Company's
market capitalization as calculated in accordance with MI
61-101.
The Common Shares issued pursuant to the Debt Settlement are
subject to a four month hold period under Canadian securities laws
which will expire on August 20,
2022.
ON BEHALF OF THE BOARD OF
DIRECTORS
Arturo Bonillas
President and CEO
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.
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SOURCE Magna Gold Corp.