Vancouver, British Columbia--(Newsfile Corp. - November 14, 2025) - Mexican Gold Mining Corp. (TSXV: MEX) (the "Company" or "Mexican Gold") announces that it has closed its previously announced non-brokered private placement for aggregate gross proceeds of $850,000 through the issuance of 10,000,000 units of the Company (the "Units", and each, a "Unit") at a price of $0.085 per Unit (the "Offering"). Each Unit consists of one (1) common share in the capital of the Company ("Share") and one (1) transferable common share purchase warrant ("Warrant"), whereby each Warrant entitles the holder thereof to acquire an additional Share at a price of $0.12 until November 14, 2028, being the date that is three (3) 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 finder's 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 ("MI 61-101"). 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% 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% of the issued and outstanding Shares immediately after giving effect to such exercise of Warrants.
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 a U.S. person (as defined in Regulation S under the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable state securities laws or 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 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 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 to 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 intended use of proceeds from the Offering and the receipt of final acceptance of the Offering from the TSX Venture Exchange. 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, management's discretion to reallocate the use of proceeds, and the ability of the Company to obtain final acceptance of the TSX Venture Exchange. Readers should not place undue reliance on the forward-looking statements contained in this news release concerning these items. The Company does not assume any obligation to update the forward-looking statements if beliefs, opinions, projections, or other factors change, except as required by applicable securities laws.
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SOURCE: Mexican Gold Mining Corp.
