Mexican Gold Announces Closing Of Private Placement With Lead Order From Palisades Goldcorp - Seite 2

The Company understands that Palisades acquired the securities pursuant to exemptions from applicable Canadian take-over bid legislation for investment purposes and that Palisades may acquire or dispose of additional securities of the Company in the future through the market, privately, or otherwise, as circumstances or market conditions warrant. Palisades’ early warning report as required in accordance with National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues in connection with their acquisition of securities of Mexican Gold can be found on the System for Electronic Document Analysis and Review (SEDAR) under Mexican Gold’s issuer profile at www.sedar.com.

Palisades is a Canadian resource-focused merchant bank and it shares a common director and officers with the Company. Philip O’Neill, Chief Executive Officer, President and a director of the Company also serves as Chief Operating Officer and a director of Palisades. In addition, Michael Kanevsky serves as Chief Financial Officer of both the Company and of Palisades.

The participation of Palisades in this Private Placement constitutes a "related party transaction" within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101") and the policies of the TSX Venture Exchange. The Company is relying on exemptions from the formal valuation and minority approval requirements contained in sections 5.5(b) and 5.7(1)(b) of MI 61-101. There has been no prior formal valuation of the common shares and warrants issued as there has not been any necessity to do so.

Completion of this Private Placement has not resulted in any new insiders or control persons of the Company and all securities issued pursuant to the Private Placement are subject to a statutory four month hold period expiring May 16, 2021, in accordance with applicable Canadian securities laws.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws, unless an exemption from such registration is available.