First Mexican Gold Corp.

NEW: now 100% interest in the Guadalupe Property in Sonora, Mexico (Jan. 2012) / Best intercept: 37.8 metres of 6.51 g/t Au, 678 g/t Ag

Free
Message: Settlement of outstanding debt

For Immediate Release: June 29 2015 TSX-V Trading Symbol: FMG

First Mexican Closes First Tranche of Financing and Shares for Debt

Vancouver, British Columbia. First Mexican Gold Corp. (the `Company` or `FMG`) (TSX-V: FMG, Frankfurt: 21M).

The Company has closed a first tranche of $105,300 from the best efforts non-brokered $350,000 financing announced in May 26, 2015 press release, at $0.03 per unit, with each unit consisting of one common share and one transferable share purchase warrant being exercisable until June 29th, 2017, and subject to a four month and one day hold period expiring October 30, 2015. FMG plans further closings in the near future.

This closing of $105,300 includes a $37,100 investment by the Company President & CEO, Jim Voisin, who commented "I believe we have a valuable asset waiting to be exploited, and all efforts possible to fund this project are being pursued in the best interests of shareholders, including further investment by myself.".

The Company is also pleased to announce it has received TSX Venture Exchange approval for and closed the previous announced (see May 26, 2015 news release for details) shares for debt of 760,000 common shares to satisfy debt in the amount of $38,000. These shares are subject to a hold period until October 29th, 2015, except as permitted by applicable Canadian securities laws and the TSX Venture Exchange.

The Company’s President & CEO, Jim Voisin, acquired control over 1,686,666 common shares and 1,236,666 share purchase warrants of the Company through a holding company, Kargi Consulting Corp., as part of the Company’s private placement and the debt settlement. Mr. Voisin acquired the securities for investment purposes. Mr. Voisin intends to evaluate his investment in the Company and to increase or decrease his beneficial shareholdings from time to time as he may determine appropriate for investment purposes.

Following the private placement and debt settlement, Mr. Voisin and his joint actors beneficially own, directly, 10,055,546 common shares, 1,236,666 share purchase warrants, and 2,200,000 incentive options, which, upon exercise of such share purchase warrants and incentive options, represents 18.42% of the issued and outstanding common shares of the Company on a partially diluted basis.

One of the Company’s other directors received 310,000 shares through a holding company as part of the debt settlement.

The participation by such officers and directors 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 parties exceeded 25% of the Company's market capitalization.

The Company did not file a material change report more than 21 days before the expected closing of the private placement and shares for debt as the details of the private placement and shares for debt and the participation by the related parties were not settled until shortly prior to closing, and the Company wished to close the private placement and shares for debt on an expedited basis for sound business reasons.

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.

On behalf of the Board of Directors,

Jim Voisin

President & CEO

First Mexican Gold Corp.

519 699 5352

Vancouver Head Office
#1000, 355 Burrard Street Vancouver, B.C. V6C 2G8 Canada

Phone: 604 681 7265

Website: http://www.fmgoldcorp.com/">www.fmgoldcorp.com

We seek safe harbour.

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