First Mexican Corporate Update

First Mexican Corporate Update

19:48 EDT Monday, September 08, 2014

TSX-V Trading Symbol: FMG

VANCOUVER, Sept. 8, 2014 /CNW/ - First Mexican Gold Corp. (the "Company" or "FMG") (TSX-V: FMG), would like to report that a number of developments have occurred and presently underway as outlined below.

The Company is pleased to announce it is entering into agreements with numerous creditors pursuant to which it will issue 5,580,705 shares, at a deemed price of $0.065 per share, to settle indebtedness of $362,745.83. Of these shares to be issued, 615,385 will be issued to a consulting company controlled by an insider. The issuance of the shares is subject to TSX Venture Exchange approval.

The Company is also pleased to announce it has entered into an agreement to issue 1,876,923 shares, at a deemed price of $0.065, to settle indebtedness of $122,000, representing unpaid management fees. The shares will be issued to a consulting company controlled by an insider. The issuance of shares is subject to TSX Venture Exchange and shareholder approval.

Jim Voisin, the Chief Executive Officer, President and a director of the Company will participate in the shares for debt by receiving, through his consulting company, 2,492,308 shares. The participation by such officer and director is considered a "related party transaction" as defined under Multilateral Instrument 61-101 ("MI 61-101"). The transaction is exempt from the formal valuation and minority shareholder approval requirements under MI 61-101 as neither the fair market value of the shares issued to, nor the consideration paid by, the related party exceeded 25% of the Company's market capitalization.

The Company expects that the proposed debt settlements will enable the Company to secure financing.

First Mexican Gold, on a best efforts basis, is arranging a non-brokered private placement of up to $100,000 through the sale of up to two million units at 5 cents per unit. Each unit consists of one common share and one whole non-transferable share purchase warrant, with each warrant being exercisable at a price of 8 cents per share, for a period of two years. The financing is subject to regulatory approval.

Proceeds from the private placement will be used to maintain present property holdings and general corporate purposes.

The company has signed multiple Confidentiality Agreements with qualified well-funded potential partners and is currently touring some of these interested parties on the property in an effort to select the best option to advance the Guadalupe property to the next level of development.

We encourage our investors and shareholders to re-read our press release issued July 17th 2014 and review previously released assay results to get a better understanding of production potential. Advancing the Guadalupe property to early production remains our main focus.

We would like to thank our property vendors, the town of Guadalupe and shareholders for assisting First Mexican Gold Corp in surviving this downturn in the mining industry and being our partners driving toward prosperity for all parties. Jim Voisin comments: "These are challenging times in the junior resource sector and the preservation of key property components is essential to the project."

The company is cancelling 400,000 options to officers and directors that were previously issued at .25 cents.

Ms Nicole Wood has taken a leave from being CFO of the company and will continue to do the book keeping and regulatory filings on an as needed basis. Jim Voisin will be acting CFO in her absence period.

First Mexican Gold Corp is an active explorer for precious metals in Mexico and controls a 100% interest in the Guadalupe property package with the intention of becoming an active producer. The Company holds extensive exploration rights in this high potential exploration area that is now attracting attention from major mining companies.

On behalf of the Board of Directors,

Jim Voisin
President and CEO
First Mexican Gold Corp.
519 699 5352

We seek safe harbour.