Mexican Gold Announces Closing of $4 Million Non-Brokered Private Placement

THUNDER BAY, July 15, 2019 - Mexican Gold Corp. (the “Company” or “Mexican Gold") (TSXV: MEX) is pleased to announce that it has closed its previously announced non-brokered private placement comprised of 50,000,000 units of the Company (the “Units”) at an issue price of $0.08 per Unit for aggregate gross proceeds of $4,000,000 (the “Offering”).

Each Unit consists of one common share in the capital of the Company (a "Common Share") and one transferable Common Share purchase warrant (a "Warrant"), with each Warrant entitling the holder thereof to acquire an additional Common Share at an exercise price of $0.12 per Common Share for a period of five years, expiring July 15, 2024. All securities to be issued in connection with the private placement will be subject to a hold period expiring November 16, 2019.

The TSX Venture Exchange (the “Exchange”) has granted conditional approval for the listing of the Warrants, subject to satisfaction of certain conditions precedent including expiry of applicable Canadian hold periods.

The net proceeds of the private placement will be used for exploration and advancement of the Company’s Las Minas Project, payment of outstanding invoices, and general working capital. No finder’s fees were paid in connection with the Offering.

1198578 B.C. Ltd (“BC Co”), acquired directly, 11,875,000 Common Shares and 11,875,000 Warrants pursuant to the Offering for total consideration of $950,000. Prior to the Offering, BC Co did not own or control any Common Shares of the Company. Following completion of the Offering, BC Co now owns and controls an aggregate 11,875,000 Common Shares of the Company representing approximately 11.5% of the outstanding Common Shares of the Company (or 23,750,000 representing approximately 15.5% of the outstanding Common Shares of the Company on a fully diluted basis). The Company has been advised that BC Co acquired these securities for investment purposes and may, depending on market and other conditions, or as future circumstances may dictate, from time to time, increase or dispose of some or all of the existing or additional securities it holds or will hold, or may continue to hold its current position. In connection with the acquisition of Units, BC Co will file an early warning report in accordance with National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Issues. To obtain a copy of the early warning report directly from BC Co, please contact Michael Kanevsky at 604-780-9997.

Directors and insiders of the Company subscribed for a total of 7,275,000 Units under the Offering. The issuance of these securities to directors and insiders are “related party transactions” under the policies of the Exchange and Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company is relying on exemptions from the minority shareholder approval and formal valuation requirements applicable to the related party transactions under Sections 5.7(b) and 5.5(b), respectively, of MI 61-101. There has been no prior formal valuation of the common shares and share purchase warrants issued as there has not been any necessity to do so. The Offering has been reviewed and approved by the Company’s board of directors, including a majority of the Company’s independent directors.

About Mexican Gold Corp.

Mexican Gold Corp. 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 the Las Minas Project, which is located in the core of the Las Minas mining district in Veracruz State, Mexico, and is host to one of the newest, under-explored skarn systems known in Mexico.

For more information, please contact:

Philip O’Neill – CEO, President, and Director
Phone: 403-614-2552
E-mail: info@mexicangold.ca

Website at www.mexicangold.ca

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.

All statements in this press release, other than statements of historical fact, are "forward-looking information" with respect to Mexican Gold within the meaning of applicable securities laws, and with respect to the proposed Offering and proposed use of proceeds. Mexican Gold provides forward-looking statements for the purpose of conveying information about current expectations and plans relating to the future and readers are cautioned that such statements may not be appropriate for other purposes. By its nature, this information is subject to inherent risks and uncertainties that may be general or specific and which give rise to the possibility that expectations, forecasts, predictions, projections or conclusions will not prove to be accurate, that assumptions may not be correct and that objectives, strategic goals and priorities will not be achieved. These risks and uncertainties include but are not limited to completion of Offering, exploration findings, results and recommendations, as well as those risks and uncertainties identified and reported in Mexican Gold’s public filings under Mexican Gold’s SEDAR profile at www.sedar.com. Although Mexican Gold has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. Mexican Gold disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise unless required by law.

UNITED STATES ADVISORY. The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), have been offered and sold outside the United States to eligible investors pursuant to Regulation S promulgated under the U.S. Securities Act, and may not be offered, sold, or resold in the United States or to, or for the account of or benefit of, a U.S. Person (as such term is defined in Regulation S under the United States Securities Act) unless the securities are registered under the U.S. Securities Act, or an exemption from the registration requirements of the U.S. Securities Act is available. Hedging transactions involving the securities must not be conducted unless in accordance with the U.S. Securities Act. This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in the state in the United States in which such offer, solicitation or sale would be unlawful.