MEXIGOLD CORP. ("MAU")
BULLETIN TYPE: Change of Business, Private Placement-Non-Brokered and Brokered
BULLETIN DATE: July 5, 2011
TSX Venture Tier 2 Company
Change of Business:
TSX Venture Exchange has accepted for filing Mexigold Corp.'s (the 'Company') Change of Business (the 'COB') and related transactions, all as principally described in its filing statement dated June 29, 2011 (the 'Filing Statement'). The COB includes the following matters, all of which have been accepted by the Exchange:
1. Property-Asset or Share Purchase Agreement:
The Company has entered into an option agreement dated March 18, 2011 (as amended by amendment agreements dated May 20, 2011 and June 22, 2011) (the 'Agreement') with Riverside Resources Inc. (the 'Vendor'), pursuant to which the Company has the right to acquire up to a 75% interest in the Vendor's undivided interest in three mineral properties (collectively the 'Properties') located in Mexico. This is an arm's length transaction to the Company.
The aggregate consideration payable by the Company to the Vendor over a 36 month period is $500,000 cash and 2,600,000 common shares of the Company. In addition, the Company has agreed to incur aggregate exploration expenditures on the Properties of $4,000,000 over a 36 month period.
A finder's fee of 250,000 common shares of the Company is payable in connection with the transaction.
The Exchange has been advised that the transactions involved with the COB were approved by the majority of shareholders via written consents. For additional information, please refer to the Company's Filing Statement which is available on SEDAR.
The Company is classified as a 'Mineral Exploration' company.
In addition, the Exchange has accepted for filing the following:
2. Private Placement-Non-Brokered
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced April 15, 2011:
Number of Shares: 3,000,000 shares
Purchase Price: $0.36 per share
Warrants: 3,000,000 share purchase warrants to purchase 3,000,000 shares
Warrant Exercise Price: $0.50 for a two year period
Number of Placees: 34 placees
Insider / Pro Group Participation:
Insider=Y /
Name ProGroup=P # of Shares
Helen Mason P 30,000
Finder's Fee: $315 cash and 1,250 finder's warrants exercisable at $0.50 for two years payable to Union Securities Ltd.
$17,488.80 cash and 69,400 finder's warrants (same terms as above) payable to Crimson Capital.
$34,766 cash and 138,000 finders' warrants (same terms as above) payable to Jordan Capital Markets Inc.
$13,472.20 cash and 53,461 finder's warrants (same terms as above) payable to Canaccord Genuity Corp.
$2,520 cash payable to John Bremner.
Pursuant to Corporate Finance Policy 4.1, Section 1.11(d), the Company must issue a news release announcing the closing of the private placement and setting out the expiry dates of the hold period(s). The Company must also issue a news release if the private placement does not close promptly. Note that in certain circumstances the Exchange may later extend the expiry date of the warrants, if they are less than the maximum permitted term.
3. Private Placement-Brokered, Private Placement-Non-Brokered
BROKERED PRIVATE PLACEMENT
TSX Venture Exchange has accepted for filing documentation with respect to a Brokered Private Placement announced April 13, 2011:
Number of Shares: 3,125,000 shares
Purchase Price: $0.32 per share
Warrants: 3,125,000 share purchase warrants to purchase 3,125,000 shares
Warrant Exercise Price: $0.50 for a two year period
Number of Placees: 43 placees
Agent's Fee: $67,760 cash, a $22,240 due diligence fee, and 177,500 Agent's Warrants exercisable at $0.50 for two years payable to Jordan Capital Markets.
125,000 Agent's Warrants exercisable at $0.50 for two years payable to Canaccord Genuity Corp.
Pursuant to Corporate Finance Policy 4.1, Section 1.11(d), the Company must issue a news release announcing the closing of the private placement and setting out the expiry dates of the hold period(s). The Company must also issue a news release if the private placement does not close promptly. Note that in certain circumstances the Exchange may later extend the expiry date of the warrants, if they are less than the maximum permitted term.
NON-BROKERED PRIVATE PLACEMENT
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced April 13, 2011:
Number of Shares: 4,975,000 shares
Purchase Price: $0.32 per share
Warrants: 4,975,000 share purchase warrants to purchase 4,975,000 shares
Warrant Exercise Price: $0.50 for a two year period
Number of Placees: 75 placees
Insider / Pro Group Participation:
Insider=Y /
Name ProGroup=P # of Shares
Lynette Fahy P 75,000
Finder's Fee: $26,880 cash and 120,000 finder's warrants exercisable at $0.50 for two years payable to BMO Nesbitt Burns Inc.
$39,816 cash and 177,750 finder's warrants (same terms as above) payable to Canaccord Genuity Corporation.
$15,456 cash and 69,000 finder's warrants (same terms as above) payable to Crimson Capital.
$1,008 cash and 4,500 finder's warrants (same terms as above) payable to Mackie Research Capital Corporation.
$4,256 cash and 19,000 finder's warrants (same terms as above) payable to Union Securities Ltd.
$3,500 cash and 15,625 finder's warrants (same terms as above) payable to Wolverton Securities Ltd.
$3,360 cash and 15,000 finder's warrants (same terms as above) payable to Haywood Securities Inc.
$4,984 cash and 22,250 finder's warrants (same terms as above) payable to Blue Creek Capital Corporation (Shaun Gibson).
$1,680 cash and 7,500 finder's warrants (same terms as above) payable to Scotia McLeod Inc.
$3,808 cash payable to Tommy Humphreys.
Pursuant to Corporate Finance Policy 4.1, Section 1.11(d), the Company must issue a news release announcing the closing of the private placement and setting out the expiry dates of the hold period(s). The Company must also issue a news release if the private placement does not close promptly. Note that in certain circumstances the Exchange may later extend the expiry date of the warrants, if they are less than the maximum permitted term.
Capitalization: Unlimited common shares with no par value of which
29,859,442 common shares are issued and outstanding
Escrow: 2,115,750 common shares are subject to 18 month staged release escrow
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