Mr. Jack Campbell reports
MEXICAN GOLD ANNOUNCES SUBSCRIPTION RECEIPT FINANCING AND LOAN TO ALCON SILVER IN CONNECTION WITH ARRANGEMENT
In connection with the previously announced arrangement agreement dated April 8, 2026, between Mexican Gold Mining Corp. and Alcon, Mexican Gold intends to complete a non-brokered private placement of up to 11.25 million subscription receipts of the company at a price of 20 cents per subscription receipt for aggregate gross proceeds of up to $2.25-million. The offering constitutes a concurrent financing to the arrangement (as defined below) and is subject to acceptance of the TSX Venture Exchange.
On April 8, 2026, Mexican Gold and Alcon entered into the arrangement agreement, pursuant to which Mexican Gold will acquire all of the issued and outstanding common shares of Alcon in exchange for newly issued common shares in the capital of Mexican Gold at an exchange ratio of 1.0 postconsolidation Mexican Gold common share for each Alcon share, by way of a court-approved plan of arrangement under the Business Corporations Act (British Columbia). In connection with the arrangement, Mexican Gold will complete a consolidation of its outstanding common shares on a 1:1.6667 basis and a change of its corporate name to Platauro Metals Corp. The Supreme Court of British Columbia has granted an interim order in respect of the arrangement authorizing the calling and holding of a meeting of Alcon shareholders to approve the arrangement. The meeting is scheduled to be held on July 3, 2026, and shareholders of Alcon have now been mailed proxy materials as well as an information circular describing the arrangement. See the company and Alcon's news release dated April 8, 2026, for further details regarding the arrangement.
In connection with the arrangement, Mexican Gold and Alcon have entered into an interim loan agreement dated June 12, 2026, pursuant to which Mexican Gold has agreed to advance to Alcon an unsecured, non-interest-bearing loan in the principal amount of $250,000. The proceeds of the interim loan will be used by Alcon for general corporate purposes, working capital requirements, regulatory compliance, professional fees, property maintenance costs and other ordinary-course expenditures pending completion of the arrangement. Upon completion of the arrangement, the interim loan will be automatically satisfied, discharged, cancelled and extinguished without any further action by either party. If the arrangement is not completed on or before Aug. 31, 2026 (or such later date as the parties may agree), the interim loan will become a conventional third party loan bearing interest at 12 per cent per annum and will be repayable upon demand by Mexican Gold. As a result of the offering and the interim loan, Alcon will discontinue the marketing of the remaining $117,650 of its convertible debenture offering detailed in its management information circular dated May 26, 2026, which was mailed to Alcon securityholders on June 5, 2026. The terms of the convertible debentures were disclosed in the news release dated April 8, 2026.
As of the date of the arrangement agreement, Mexican Gold had 41,216,639 common shares outstanding (on a preconsolidation basis, excluding shares issuable under the offering). Upon completion of the arrangement, the consolidation and the offering (assuming the maximum offering), the company expects to have approximately 76,434,426 common shares outstanding on a postconsolidation basis.
Details of the offering
Each subscription receipt will automatically entitle the holder, upon closing of the arrangement, without further action by the holder and without payment of additional consideration, to receive one postconsolidation and post-name-change common share of the company and one-half of one postconsolidation and post-name-change common share purchase warrant.
Each whole common share purchase warrant issuable upon conversion of the subscription receipts will entitle the holder to acquire one new issue share at an exercise price of 30 cents per new issue share for a period of 30 months following the closing date of the arrangement.
The gross proceeds from the offering will be held in escrow pending satisfaction or waiver of certain escrow release conditions to be set out in the subscription agreements for the subscription receipts. The escrow release conditions must be satisfied or waived on or before Aug. 31, 2026, unless extended by agreement of the applicable parties for up to an additional 60 business days if the required regulatory approvals have not been obtained by such date.
The escrow release conditions include, among other things: receipt of acceptance from the TSX-V for the arrangement, the consolidation, the name change and the offering; approval of the arrangement by the shareholders of Alcon; receipt of an order of the Supreme Court of British Columbia approving the plan of arrangement; and the concurrent closing of the arrangement.
If the escrow release conditions are not satisfied or waived by the escrow release deadline, the subscription proceeds will be returned to subscribers without deduction.
Following release from escrow, the net subscription proceeds will be used for exploration of the Princesa project, exploration of the Rowdy claim at Tatatila, legal fees associated with the Las Minas claims dispute, and general corporate and working capital purposes.
In connection with the offering, the company may pay finders' fees in cash or securities, or a combination of both, as permitted by the policies of TSX-V and applicable securities legislation. All securities issued pursuant to the offering will be subject to a statutory hold period of four months and one day from the date of issuance in accordance with applicable Canadian securities legislation.
Additional information
Copies of the arrangement agreement and the interim loan agreement have been filed on SEDAR+ and are available for viewing under the company's profile on SEDAR+.
About Mexican Gold Mining Corp.
Mexican Gold is a Canadian-based mineral exploration and development company committed to building long-term value through continuing 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, underexplored skarn systems known in Mexico. Mexican Gold recently expanded its land package by acquiring the adjacent Tatatila claims from Chesapeake Gold.
About Alcon Silver Corp.
Alcon Silver is a private silver explorer focused on advancing its 100-per-cent-owned Princesa silver-polymetallic project in the Puno-Cusco mining district in Peru and its Star silver-polymetallic project in the historic Beaver mining district south of Milford, Utah.
We seek Safe Harbor.
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