Mexican Gold Mining Corporation (QB)【MEXGF】株式ニュース

Mexican Gold Announces Subscription Receipt Financing and Loan to Alcon Silver in Connection with ArrangementJune 15, 2026 7:00 AM
NewsfileVancouver, British Columbia--(Newsfile Corp. - June 15, 2026) - Mexican Gold Mining Corp. (TSXV: MEX) ("Mexican Gold" or the "Company") and Alcon Silver Corp. ("Alcon") announce that, in connection with the previously announced arrangement agreement dated April 8, 2026 between the Company and Alcon (the "Arrangement Agreement"), the Company intends to complete a non-brokered private placement of up to 11,250,000 subscription receipts of the Company (the "Subscription Receipts") at a price of $0.20 per Subscription Receipt, for aggregate gross proceeds of up to $2,250,000 (the "Offering"). The Offering constitutes a concurrent financing to the Arrangement (as defined below) and is subject to acceptance of the TSX Venture Exchange (the "TSXV").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 (the "Alcon Shares") in exchange for newly issued common shares in the capital of Mexican Gold (the "Consideration Shares") at an exchange ratio of 1.0 post-Consolidation Mexican Gold common share for each Alcon Share, by way of a court-approved plan of arrangement under the Business Corporations Act (British Columbia) (the "Arrangement"). In connection with the Arrangement, Mexican Gold will complete a consolidation of its outstanding common shares on a 1.6667-to-1 basis (the "Consolidation") and a change of its corporate name to Platauro Metals Corp. (the "Name Change"). 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"). 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 (the "Interim Loan Agreement"), 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 "Interim Loan"). 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 August 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 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 security holders 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 pre-Consolidation 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 post-Consolidation basis.Details of the OfferingEach 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 post-Consolidation and post-Name Change common share of the Company (a "New Issue Share") and one-half of one post-Consolidation and post-Name Change common share purchase warrant. Each whole common share purchase warrant issuable upon conversion of the Subscription Receipts (a "New Issue Warrant") will entitle the holder to acquire one New Issue Share at an exercise price of $0.30 per New Issue Share for a period of thirty (30) months following the closing date of the Arrangement The gross proceeds from the Offering (the "Subscription Proceeds") 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"). The Escrow Release Conditions must be satisfied or waived on or before August 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 Deadline").The Escrow Release Conditions include, among other things: receipt of acceptance from the TSXV 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 for general corporate and working capital purposes.In connection with the Offering, the Company may pay finder's fees in cash or securities, or a combination of both, as permitted by the policies of TSXV 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.This news release does not constitute an offer to sell or a solicitation of an offer to buy any securities in the United States or in any other jurisdiction, nor shall there be any sale of any securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities have not been and will not be registered under the U.S. Securities Act or any state securities laws and may not be offered or sold in the United States except in compliance with the registration requirements of the U.S. Securities Act and applicable state securities laws or pursuant to an exemption therefrom.Additional InformationCopies of the Arrangement Agreement and the Interim Loan Agreement have been filed on SEDAR+ and are available for viewing under the Company's profile at www.sedarplus.ca.About Mexican Gold Mining Corp.Mexican Gold is a Canadian-based mineral exploration and development company committed to building long term value through ongoing 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, under-explored 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 Corp is a private silver explorer focused on advancing its 100% owned Princesa Silver-Polymetallic Project in the Puno-Cusco Mining District, Peru, and its Star Silver-Polymetallic Project in the historic Beaver Mining District south of Milford, Utah.For Further InformationMexican Gold Mining Corp.Jack Campbell – CEO and Chairman
E-mail: info@mexicangold.ca
Website: www.mexicangold.caAlcon Silver Corp.Robert Tyson, Chief Executive Officer and President
Email: rtyson@alconsilver.com
Website: www.alconsilver.comNeither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.Cautionary Note Regarding Forward-Looking StatementsThis news release contains "forward-looking information" within the meaning of applicable Canadian securities laws. Forward-looking information in this news release includes, but is not limited to, statements regarding: the proposed Offering, including the size, pricing, terms and expected completion thereof; the intended use of proceeds of the Offering; the anticipated release of the Subscription Proceeds from escrow; the satisfaction or waiver of the Escrow Release Conditions; the expected terms of the New Issue Shares and New Issue Warrants issuable upon conversion of the Subscription Receipts; the anticipated completion of the Arrangement; the completion of the Consolidation and the Name Change; the receipt of all required shareholder, court, regulatory and stock exchange approvals, including acceptance of the TSX Venture Exchange; the expected timing for completion of the Offering, the Arrangement and related transactions; the terms, use of proceeds and treatment of the Interim Loan upon completion of the Arrangement; and the anticipated business, plans and prospects of the Company following completion of the Arrangement.Forward-looking information is based on assumptions that management considers reasonable as of the date of this news release, including assumptions regarding: the ability of Mexican Gold and Alcon to obtain all required approvals on acceptable terms and within expected timelines; the ability of the parties to satisfy or waive the conditions to completion of the Offering and the Arrangement; investor participation in the Offering; the absence of material adverse changes affecting Mexican Gold, Alcon or their respective businesses, assets or capital markets generally; the satisfaction and discharge of the Interim Loan upon completion of the Arrangement; and the ability of the Company to use the net proceeds of the Offering as currently contemplated.Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause actual results, events or developments to differ materially from those expressed or implied by such forward-looking information. Such risks and uncertainties include, but are not limited to: the risk that the Offering may not be completed on the terms currently proposed or at all; the risk that the Subscription Proceeds may not be released from escrow; the risk that the Escrow Release Conditions may not be satisfied or waived by the Escrow Release Deadline; the risk that required shareholder, court, regulatory or stock exchange approvals may not be obtained; the risk that the Arrangement, the Consolidation or the Name Change may not be completed on the terms currently proposed or at all; the risk that the Interim Loan may not be satisfied and discharged upon completion of the Arrangement or may become repayable if the Arrangement is not completed; risks associated with changes in market conditions, investor demand, commodity prices and securities markets; risks inherent in the mineral exploration industry; and the risk factors described in the Company's public disclosure documents available under the Company's profile on SEDAR+ at www.sedarplus.ca.Readers are cautioned not to place undue reliance on forward-looking information. The forward-looking information contained in this news release is made as of the date hereof, and the Company does not undertake any obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable securities laws.NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/301344 Original: Mexican Gold Announces Subscription Receipt Financing and Loan to Alcon Silver in Connection with Arrangement

Mexican Gold Mining Corp. and Alcon Silver Corp. Announce Arrangement Agreement to Create a Diversified Precious Metals Exploration CompanyApril 9, 2026 12:01 AM
NewsfileVancouver, British Columbia--(Newsfile Corp. - April 9, 2026) - Mexican Gold Mining Corp. (TSXV: MEX) ("Mexican Gold" or the "Purchaser") and Alcon Silver Corp. ("Alcon" or the "Company") are pleased to announce that they have entered into an arrangement agreement (the "Arrangement Agreement") dated April 8, 2026, pursuant to which Mexican Gold will acquire all of the issued and outstanding common shares of Alcon (the "Company Shares") in exchange for newly issued common shares in the capital of Mexican Gold (the "Consideration Shares") by way of a court-approved plan of arrangement under the Business Corporations Act (British Columbia) (the "Arrangement").Under the terms of the Arrangement Agreement, Alcon shareholders will receive one post-consolidated share of Mexican Gold (see below for details regarding the proposed consolidation) for each Company Share held such that, following the effective time of the Arrangement (the "Effective Time"), the former Alcon shareholders will hold approximately 61% of the issued and outstanding common shares of Mexican Gold (the "Purchaser Shares") on a non-diluted basis. As at the date of the Arrangement Agreement, there are approximately 37,899,939 Company Shares and 41,216,639 Purchaser Shares issued and outstanding. Completion of the Arrangement is subject to a number of conditions, including, among other items, receipt of all required shareholder, regulatory and third-party consents, including approval of the Arrangement by the TSX Venture Exchange (the "TSXV").Transaction HighlightsFoundational Silver Deposit with Significant Growth Potential: The Princesa project ("Princesa") hosts a significant historical resource (A. Vachon, 2011) of 4.6 million tonnes, grading 90.88 g/t silver, 1.66% lead, and 1.69% zinc, with substantial expansion potential, as only 64 of 82 historical drill holes were included and just 1.5 km of the 2.2 km diatreme breccia vein has been drilled.iRobust District-Scale Gold Asset: The Las Minas project hosts a National Instrument 43-101- Standard of Disclosure for Mineral Projects ("NI 43-101") resourceii of 443,000 gold equivalent ounces of Indicated Resource at 3.34 AuEQ g/t and 361,000 gold equivalent ounces of Inferred Resource at 2.16 AuEQ g/t, supported by a preliminary economic assessment ("PEA")iii demonstrating a 35% after-tax IRR at US$2,000 gold, with significant upside for further growth. Further detail of the mineral resource estimate within the PEA shows that the Indicated Resource consists of 4.13 million tonnes at grades of 1.96 g/t gold, 4.64 g/t silver, 1.08% copper, 14.77% magnetite while the Inferred Resource consists of 5.20 million tonnes at grades of 1.44 g/t gold, 5.97 g/t silver, 0.95% copper, 17.54% magnetite, all reported at a US$80 per tonne net smelter return cut-off.Proven Leadership with a Track Record of Value Creation: The combined management, board, and advisory team has successfully financed, built, and sold multiple exploration companies, with direct involvement in the discovery and development of major mines across Latin America.Strong and Supportive Shareholder base including Pan American Silver and Chesapeake Gold Corp: Backed by leading industry investors alongside significant insider and institutional ownership, providing a solid foundation for growth and financingMultiple Catalysts and District-Scale Upside: Extensive untested targets at both core projects, combined with a first-mover advantage in a historic CRD camp in Utah, position the company for meaningful discovery potential.Jack Campbell, CEO of Mexican Gold, states: "This merger brings together two highly complementary assets to create a compelling growth platform with both near-term value and long-term discovery upside. With the robust economics and expansion potential at Las Minas, alongside the strong silver foundation at Princesa, we are establishing a diversified portfolio anchored by quality resources. Just as importantly, we have assembled a proven team with a track record of building and monetizing successful exploration companies, supported by a strong and aligned shareholder base. Combined with multiple untested targets across our projects and a first-mover advantage in emerging districts, we believe this transaction positions us to deliver significant value for our shareholders."Share Consolidation and Name ChangeIn connection with the Arrangement, Mexican Gold will complete a consolidation of the outstanding Purchaser Shares on a 1.6667-for-one basis (the "Consolidation"). Mexican Gold will also change its name to Platauro Metals Corp. as mutually agreed upon by the parties (the "Name Change"). Completion of the Consolidation and the Name Change are conditions to closing of the Arrangement. Concurrent FinancingIn connection with the Arrangement, Mexican Gold intends to complete a non-brokered private placement of subscription receipts convertible into units of Mexican Gold for gross proceeds of up to $2,000,000, or such other amount as may be mutually agreed by the parties, to be completed prior to the Effective Date (the "Concurrent Financing"). Alcon Convertible DebenturesPrior to or concurrently with the Effective Time, all outstanding unsecured convertible debentures of Alcon, issued pursuant to a non-brokered private placement of such debentures for gross proceeds of up to $242,650 and bearing interest at 12% per annum, will be automatically converted into Company Shares at a price of CAD$0.25 per share. No Alcon convertible debentures will remain outstanding following the Effective Time. Transaction Conditions and TimingThe Arrangement will be effected by way of a court-approved plan of arrangement under the Business Corporations Act (British Columbia). The Arrangement will require the approval of not less than 66?% of the votes cast by the holders of Company Shares at a special meeting of Alcon shareholders (the "Company Meeting"). The Company Meeting is expected to be held on or before June 15, 2026. Mexican Gold and Alcon are arm's length parties and, accordingly, the Arrangement is not expected to be a "related party transaction" as defined in Multilateral Instrument 61-101 - Protection of Minority Securityholders in Special Transactions. In addition to shareholder and court approvals, the Arrangement is subject to applicable regulatory approvals, including the conditional approval of the TSXV for the listing and posting for trading of the Consideration Shares, and the satisfaction of certain other customary closing conditions. The Arrangement is not expected to constitute a reverse takeover or change of business under TSXV Policy 5.2, and is instead expected to be treated as a fundamental acquisition in accordance with TSXV Policy 5.3. The Arrangement Agreement includes an outside date of August 31, 2026, which may be extended by agreement between the parties for up to an additional 60 Business Days if the Effective Date has not occurred by that date as a result of the failure to obtain all Regulatory Approvals. The Consideration Shares to be issued pursuant to the Arrangement are anticipated to be issued in reliance upon the exemption from the registration requirements of the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), provided by Section 3(a)(10) thereof, and applicable exemptions under state securities laws. Following completion of the Arrangement, the Consideration Shares are not expected to be subject to resale restrictions under applicable Canadian securities laws, other than as applicable to control persons or pursuant to Section 2.6 of National Instrument 45-102 - Resale of Securities. The Arrangement Agreement includes customary representations, warranties and covenants for a transaction of this nature. The Arrangement Agreement also includes customary deal protection provisions, including reciprocal non-solicitation covenants, fiduciary-out provisions and matching rights in favour of each of Mexican Gold and Alcon.Boards of Directors' RecommendationsThe board of directors of Alcon (the "Alcon Board"), after consultation with its financial and legal advisors and upon receipt of a fairness opinion from the Company's independent financial advisor, has unanimously determined that the Arrangement is fair to the holders of Company Shares and that the Arrangement is in the best interests of Alcon. The Alcon Board has unanimously resolved to recommend that Alcon shareholders vote in favour of the Arrangement Resolution. Voting Support AgreementsDirectors, officers and shareholders of Alcon who will be party to voting support agreements (the "Company Support Agreements") will agree, among other things, to vote their Company Shares in favour of the Arrangement Resolution.Board and Management of the Combined CompanyUpon completion of the Arrangement, it is anticipated that management of the combined company will remain unchanged and the board of directors of the combined company shall consist of the following individuals: Jack Campbell, DirectorMr. Campbell brings more than 15 years of experience in the administration and strategic analysis of public companies within the mineral resource sector. He is currently the CEO of Mexican Gold Mining Corp. and previously held roles as Independent Chairman of Radio Fuels Energy Corp., which was acquired by Palisades Goldcorp Ltd., and as Head of Corporate Communications for Concentric Energy Corp., which was acquired by Uranium Energy Corp. Mr. Campbell is a Professional Engineer and holds a B.Sc. from the University of Maryland, as well as a certificate from the Robert H. Smith School of Business mini-MBA program.Dr. John Larson, DirectorDr. Larson holds an Artium Baccalaurei (Honours) in Geology from Dartmouth College, an MSc in Geology from Western University, and a PhD in Geology and Geochemistry from the Colorado School of Mines. Over a 48-year career, he has held senior leadership positions with several mining and exploration companies, including serving as President and CEO. His experience includes roles as Global Porphyry Copper Exploration Leader at BHP, Exploration Manager with BHP, General Manager, Global Exploration at Zinifex and OZ Minerals, and Corporate Manager of Exploration at Hochschild Mining Plc. In these positions, Dr. Larson has overseen operations and corporate functions across multiple countries, including the management of accounting and auditing teams.Bruce Winfield, DirectorMr. Winfield brings more than 40 years of experience in the minerals industry as a geologist, senior executive, and consultant. He began his career with major mining companies Texasgulf Inc. and Boliden Inc. and later served as Vice President of Exploration for Greenstone Resources and Eldorado Gold Corporation, where he played a key role in the discovery and development of five gold deposits. Over the past two decades, Mr. Winfield has held President and CEO roles, leading publicly listed companies, including Defiance Silver Corp. with a primary focus on exploration across Latin America. Mr. Winfield is a Professional Geologist and holds a M.Sc.Nathan Lavertu, DirectorMr. Lavertu brings a diverse background in the resource sector, combining high-level finance and investment strategy with hands-on operational experience. He has served as Operations Manager for Palisades Goldcorp Ltd. and Nevada King Gold Corp., where he was directly involved in advancing exploration activities. In addition, Mr. Lavertu has led a top-performing commercial real estate team for more than seven years, underwriting over $3.5 billion in approved multifamily loans. He graduated summa cum laude from The Citadel with a Bachelor of Science in Business Administration, concentrating in accounting, and is also a decorated United States Marine Corps veteran.Advisory BoardCollin Kettell, AdvisorMr. Kettell is the founder of New Found Gold Corp. (NYSE: NFGC), Palisades Goldcorp Ltd. (TSXV: PALI), and Nevada King Gold Corp. (TSXV: NKG). As an active participant in the resource sector and a company builder, he has raised over $500 million for mineral exploration and project development. Mr. Kettell's approach combines hands-on leadership with long-term focus on discovering mineral deposits. He has been recognized for his ability to navigate capital markets, secure financing and assemble skilled teams.Robert S. Tyson, AdvisorMr. Tyson is the President, CEO and a Director of Alcon Silver Corp. He has over 35 years of experience as a senior executive with numerous publicly traded technology and exploration companies based in Canada, the United States and Latin America. Previously, Mr. Tyson served as President and CEO of Cue Resources, which was purchased by Uranium Energy Corp. He has held the position of Vice President, Corporate Development of Minco Silver Corporation and Solex Resources Corp. (the former registered owner of the La Princesa Project).Darrell Rader, AdvisorMr. Rader is the President and CEO of Minaurum Silver Inc (TSXV: MGG) and founder of Defiance Silver Corp. (TSXV: DEF). As an experienced operator, Mr. Rader has directly raised over $175-million for mineral exploration and development primarily through institutional investors and bankers. He previously served as Manager of Corporate Development for an international drilling company overseeing its growth from three drill rigs to over eighty in its fleet, and IMPACT Silver Corp that was transformed from a grass roots silver explorer into a profitable silver miner. Mr. Rader holds a Bachelor of Business Administration (Finance) from Simon Fraser University and a Diploma in Prospecting from BCIT.Additional InformationA copy of the Arrangement Agreement will be filed on SEDAR+ and will be available for viewing under the profiles of Mexican Gold and Alcon at www.sedarplus.ca. Further details regarding the Arrangement will be provided in subsequent News Releases as well as in the management information circular to be prepared by Alcon and filed on SEDAR+ in advance of the Company Meeting. All information contained in this news release with respect to Mexican Gold and Alcon was supplied by the respective party for inclusion herein, and each party and its directors and officers have relied on the other party for any information concerning the other party.About Mexican Gold Mining Corp.Mexican Gold is a Canadian-based mineral exploration and development company committed to building long term value through ongoing 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, under-explored 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 Corp is a private silver explorer focused on advancing its 100% owned Princesa Silver-Polymetallic Project in the Puno-Cusco Mining District, Peru, and its Star Silver-Polymetallic Project in the historic Beaver Mining District south of Milford, Utah. Qualified PersonBruce Winfield, M.Sc., P.Geo., a qualified person under NI 43-101 and Director of Alcon, has reviewed and approved the technical disclosure for Alcon contained in this news release. To verify the validity and repeatability of the data used to calculate the Princesa historical estimate, the qualified person for Alcon took 8 duplicate samples from previously sampled locations used in the calculation of the Princesa historical estimate. When analyzed by a different independent qualified laboratory using the same methods, these eight samples showed a good repeatability of results, such that the qualified person concluded that the Princesa assay database could be considered reliable.Sonny Bernales, P.Geo., a qualified person under NI 43-101 and Senior Geologist and Project Manager for Mexican Gold, has reviewed and approved the technical disclosure for Mexican Gold contained in this news release.For Further InformationMexican Gold Mining Corp.Jack Campbell - CEO and Chairman
E-mail: info@mexicangold.ca
Website: www.mexicangold.caAlcon Silver Corp.Robert Tyson, Chief Executive Officer and President
Email: rtyson@alconsilver.com
Website: www.alconsilver.com Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.Cautionary Note Regarding Forward-Looking StatementsThis news release contains "forward-looking information" within the meaning of applicable Canadian securities legislation. Forward-looking information in this news release includes, but is not limited to, statements regarding: the proposed acquisition by Mexican Gold of all of the Company Shares pursuant to the Arrangement and the terms thereof; the anticipated benefits of the Arrangement; the receipt of necessary shareholder, court, regulatory and stock exchange approvals; the anticipated timeline for completing the Arrangement; the Consolidation and the Name Change; the Concurrent Financing; the conversion of Company Convertible Debentures; the anticipated ownership percentages of the combined company; and the anticipated filing of materials on SEDAR+.Forward-looking information is based on certain assumptions that Mexican Gold and Alcon believe are reasonable at this time, including assumptions as to the ability of the parties to receive, in a timely manner and on satisfactory terms, the necessary regulatory, court, shareholder, stock exchange and other third-party approvals and the ability of the parties to satisfy, in a timely manner, the other conditions to the completion of the Arrangement.Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause actual results to be materially different from those expressed or implied by such forward-looking information. Such risks and uncertainties include, but are not limited to: the risk that the Arrangement may not be completed on a timely basis or at all; the conditions to the consummation of the Arrangement may not be satisfied; the risk that the Arrangement may involve unexpected costs, liabilities or delays; the possible occurrence of an event, change or other circumstance that could result in termination of the Arrangement; risks relating to the failure to obtain necessary shareholder, court, regulatory and stock exchange approvals; the failure to realise anticipated benefits of the Arrangement; general economic, market and business conditions; fluctuations in securities markets and the market price of each of Mexican Gold's and Alcon's shares; and other risks inherent in the mining industry.Readers are cautioned not to place undue reliance on forward-looking information. The forward-looking information contained in this news release is made as of the date hereof and, except as required by applicable securities laws, neither Mexican Gold nor Alcon undertakes any obligation to update publicly or to revise any of the included forward-looking information, whether as a result of new information, future events or otherwise.This news release does not constitute an offer to sell or a solicitation of an offer to buy any securities in the United States or in any other jurisdiction, nor shall there be any sale of any securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities have not been and will not be registered under the U.S. Securities Act or any state securities laws and may not be offered or sold in the United States except in compliance with the registration requirements of the U.S. Securities Act and applicable state securities requirements or pursuant to exemptions therefrom. i The exploration results and interpretations presented, including an historical mineral resource in the Princesa Project, were generated by prior explorers including Caracara Silver (NI 43-101 technical report on La Princesa Project, prepared by A. Vachon, 2011) and Solex Resources. The historical mineral resource estimate is not reliable in that a qualified person has not done sufficient work to qualify this historical resource estimate as a current mineral resource. Key assumptions, parameters and methods used in preparation of the historical mineral resource are listed in a NI 43-101 compliant technical report on La Princesa Project (Chance, June 24, 2024) available and filed on SEDAR+ on October 24, 2024 or on Alcon Silver's website. Alcon is not treating this historical resource estimate as a current mineral estimate. The historical mineral resource estimate requires new assay data provided by a program of replicate drill holes in La Princesa mineralization completed under supervision by a qualified person in order to upgrade to a current mineral resource.ii Includes Indicated and Inferred mineral resources. Mineral resources reported demonstrate reasonable prospect of eventual economic extraction, as required under NI 43-101. Mineral resources are not Mineral Reserves and do not have demonstrated economic viability. An Inferred Mineral Resource has a lower level of confidence than that applying to an Indicated Mineral Resource and must not be converted to a Mineral Reserve. It is reasonably expected that the majority of Inferred Mineral Resources could be upgraded to Indicated Mineral Resources with continued exploration. For more information, please refer to Mexican Gold's MD&A for the six months ended December 31, 2025 and 2024 and the NI 43-101 compliant technical report on Las Minas Project (JDS Energy & Mining, Inc., September 18, 2021) available on SEDAR+. iii The Las Minas project PEA dated September 18, 2021, is preliminary in nature and is based on inferred mineral resources that are considered too speculative geologically to have the economic considerations applied to them that would enable them to be categorized as mineral reserves, and there is no certainty that the preliminary economic assessment will be realized. Mineral resources that are not mineral reserves do not have demonstrated economic viability.To view the source version of this press release, please visit https://www.newsfilecorp.com/release/291733
Original: Mexican Gold Mining Corp. and Alcon Silver Corp. Announce Arrangement Agreement to Create a Diversified Precious Metals Exploration Company