The TSX Venture Exchange has accepted for filing a share exchange agreement dated Sept. 22, 2010, entered into by the company (formerly Auric Development Corp.), First Mexican Resources Inc. and the First Mexican securityholders under which the company will acquire all of the issued and outstanding shares of First Mexican, a private company incorporated under the laws of British Columbia, through which the company will indirectly acquire an option to earn up to an 80-per-cent interest in one of the Hilda properties located in Mexico. The Hilda properties, comprising the Hilda 30, Hilda 31/32 and Hilda 37/38 properties, are located east of Hermosillo, near the village of Guadalupe, in the Yecora district, state of Sonora, Mexico.

As consideration for the First Mexican shares, the company has agreed to pay the following consideration:

In consideration of the First Mexican securities, Auric will:

1. Issue one common share for every First Mexican share tendered (being 18,151,140 shares);
2. Issue up to six million special warrants.

Pursuant to the terms and conditions of an amended and restated option agreement dated Dec. 10, 2009, between First Mexican and Minera Internacional Milenio SA de CV MIM), First Mexican has two options which, taken together, will permit First Mexican to acquire up to an 80-per-cent undivided interest in and to the Hilda properties.

First Mexican option

• Pursuant to the amended and restated option agreement, by expending the minimum sum of $239,808 (U.S.) (incurred) on expenditures or before Aug. 31, 2010, on the Hilda properties, First Mexican exercised its option, and acquired a 60-per-cent undivided interest in the Hilda 30 property and a 40-per-cent interest in the other Hilda 37/38 properties.
• Within 30 days of the exercise of the initial First Mexican option, advise MIM whether First Mexican wishes to exercise its option to acquire an 80-per-cent undivided interest in the Hilda properties (completed).

Second First Mexican option

Upon exercising the initial First Mexican option and giving notice to MIM that it intends to exercise the second First Mexican option, First Mexican can acquire an 80-per-cent undivided interest in and to the Hilda properties. First Mexican can exercise the second First Mexican option by: expending an aggregate of not less than $3-million (U.S.) on expenditures by no later than Oct. 31, 2014, on one or more of the Hilda properties as follows:

• $250,000 (U.S.) on the Hilda properties on or before Dec. 31, 2010;
• A further $600,000 (U.S.) on the Hilda properties on or before Oct. 31, 2011;
• A further $650,000 (U.S.) on the Hilda properties on or before Oct. 31, 2012;
• A further $700,000 (U.S.) on the Hilda properties on or before Oct. 31, 2013;
• A further final amount of $800,000 (U.S.) on or before Oct. 31, 2014.

Any excess expenditures incurred in one year may be credited against the expenditure commitment in the subsequent years. The company must also pay an aggregate of $100,000 (U.S.) to MIM on or before Oct. 31, 2013, as follows:

• The amount of $10,000 (U.S.) on or before Oct. 31, 2009 (paid);
• The amount of $10,000 (U.S.) on or before Jan. 31, 2010 (paid);
• The amount of $20,000 (U.S.) on or before Oct. 31, 2010 (paid);
• The amount of $20,000 (U.S.) on or before every Oct. 31 thereafter until the $100,000 (U.S.) cash consideration is paid in full;

The company must also issue a total of 1.4 million common shares in the capital of First Mexican to MIM as follows:

1. On or before Oct. 31, 2009, 200,000 common shares (issued);
2. On or before April 30, 2010, 150,000 common shares (issued);
3. Every six months thereafter until the 1.4 million common shares are issued.

Upon the completion of the second expenditures on or before Oct. 31, 2014, the payment of the cash payments and the issuance of the share consideration on or before Oct. 31, 2013, First Mexican shall have acquired an 80-per-cent interest in the Hilda properties.

Special warrants

The company shall issue the special warrants to the First Mexican shareholders. The special warrants shall be exercisable into the company's shares, on the basis of one company share for each special warrant exercised, upon the company satisfying the following milestones and by paying the company 10 cents per special warrant exercised:

• Up to one million special warrants A which will convert into the company's shares upon the company achieving 250,000 inferred ounces of gold equivalent on the Hilda 30 property;
• Up to a further one million special warrants B which will convert into the company's shares upon the company achieving 500,000 inferred ounces of gold equivalent on the Hilda 30 property;
• Up to a further one million special warrants C which will convert into the company's shares upon the company achieving 750,000 inferred ounces of gold equivalent on the Hilda 30 property;
• Up to a further one million special warrants D which will convert into the company's shares upon the company achieving one million inferred ounces of gold equivalent on the Hilda 30 property;
• Up to a further one million special warrants E which will convert into the company's shares upon the company achieving one million inferred ounces of gold equivalent on the Hilda 30 property and raising additional proceeds (after completion of the qualifying transaction) of no less than $5-million;
• Up to one million special warrants F which will convert into the company's shares upon the company completing a bankable feasibility study on the Hilda 30 property.

Pursuant to a finder's fee agreement dated Jan. 2, 2010, the company will issue a total of 800,000 common shares to Minegate Resources Capital Group, an arm's-length party to the company, as a finder's fee in connection with the qualifying transaction.

The exchange has been advised that the above transaction has been completed. The full particulars of the company's qualifying transaction are set forth in the filing statement, which has been accepted for filing by the exchange and which is available under the company's profile on SEDAR.