First Mexican Gold Corp.
TSX VENTURE : ARC.P

First Mexican Gold Corp.

December 31, 2010 16:46 ET

First Mexican Closes Qualifying Transaction and Financing

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Dec. 31, 2010) - First Mexican Gold Corp. (TSX VENTURE:FMG) (the "Company" or "First Mexican" or "FMG"), formerly Auric Development Corporation ("Auric") (TSX VENTURE:ARC.P), is pleased to announce that it has closed its Qualifying Transaction and concurrent financings.

Resumption of Trading

The Company anticipates that its common shares will resume trading on the TSX Venture Exchange (the "Exchange") on or about January 5, 2011 under the symbol "FMG".

The Qualifying Transaction

Auric has acquired (the "Transaction") 100% of the issued and outstanding securities of First Mexican Resources Inc. ("FMR") in exchange for consolidating (the "Consolidation") its common stock on the basis of 1.1376 old shares for every new share issued, changing its name from Auric Development Corporation to First Mexican Gold Corp., issuing one post-consolidation share for every common share of FMR tendered, issuing 6,000,000 special warrants (the "Special Warrants") to the FMR shareholders on a pro rata basis and exchanging all of the outstanding warrants of FMR for warrants of Auric on the same terms and conditions. The Transaction was not a non-arms length transaction. The Transaction was subject to sponsorship and Canaccord Genuity Corp. ("Canaccord") was retained to act as sponsor.

Prior to closing of the Transaction, Auric had 7,165,000 common shares issued and outstanding. After giving effect to the Consolidation, Auric had 6,298,797 common shares issued and outstanding.

Pursuant to the terms of a Share Exchange Agreement dated September 22, 2010 between Auric, FMR and the shareholders of FMR, Auric issued 18,151,140 common shares for all of the issued and outstanding common shares of FMR. Auric also issued 1,223,639 share purchase warrants to the FMR warrantholders. Auric also issued the Special Warrants. At closing of the Qualifying Transaction, Auric issued 800,000 shares to Minegate Resource Capital Group as a finder's fee and cancelled the 495,000 incentive stock options outstanding.

Upon close of the Transaction and the concurrent financings, as described below, the Company has 31,534,901 Shares issued and outstanding, 5,801,439 share purchase warrants and 6,000,000 Special Warrants outstanding. The Company is now a Resource Issuer listed on Tier 2 of the Exchange. 

The Company now has a wholly-owned subsidiary, FMR. FMR holds an option to acquire an 80% interest in the Hilda 30, Hilda 31/32 and Hilda 37/38 properties (the "Hilda Properties") (see descriptions below). FMR will carry out exploration on the Hilda Properties. 

Concurrent Financings

Concurrent with the closing of the Transaction, the Company completed two concurrent financings through its agent, Canaccord. The first was a brokered private placement of 1,860,000 units (the "Offered Units") at a price of $0.35 per Offered Unit for gross proceeds of $651,000 and the second was an offering by way of short form offering document of 4,300,000 units (the "SFOD Units") at a price of $0.35 per SFOD Unit for gross proceeds of $1,505,000. Each Offered Unit was comprised of one post-consolidation common share (a "Share") and one warrant (a "Warrant"). Each SFOD Unit was comprised of one Share and one-half of one Warrant. Each Warrant is exercisable into a Share at a price of $0.50 per share until 4:30 p.m. (Pacific time) on December 29, 2012. The securities comprising the Offered Units are subject to a hold period expiring April 30, 2011. The proceeds from the financings will be used to fund exploration work and drilling activities contemplated on the Hilda 30 Property, option costs and for general working capital.

As compensation for acting as agent for the financings, Canaccord was paid a cash commission and was issued 430,100 options (the "Agent's Options"). Each Agent's Option is exercisable into a Share at a price of $0.35 per Share until 4:30 p.m. (Pacific time) on December 29, 2012. In addition, Canaccord was paid an administration fee, a corporate finance fee (comprised of a cash amount and the issuance of 75,000 Units (the "Corporate Finance Fee Units")) and its reasonable legal fees (plus disbursements and taxes) and any other reasonable expenses connected with the financings. The Corporate Finance Fee Units are comprised of one Share and one Warrant. The Agent's Warrants, and any shares issued upon exercise thereon, and the Corporate Finance Fee Units (and any common shares issued upon exercise of the Warrants) are subject to a hold period expiring on April 30, 2011.

Sponsorship

As compensation for acting as sponsor on the Transaction, Canaccord was paid a fee comprised of a cash fee and the issuance of 50,000 Shares (the "Sponsorship Shares"). The Sponsorship Shares are subject to a hold period that expires April 30, 2011.

Board of Directors & Management

Concurrently with closing of the Transaction, the board of directors of the Company was restructured. Chris Verrico and Casey Forward resigned from the board of directors of the Company. The Company would like to thank Mr. Verrico and Mr. Forward for their respective contributions to the Company.

The board of directors of FMG is now comprised of Jim Voisin, Michel Roy, Gregory Roberts and Robert Findlay. Jim Voisin was appointed to act as President and CEO of the Company and Nicole Wood was appointed to act as CFO and Corporate Secretary of the Company. 

The board of directors of FMR, FMG's wholly owned subsidiary, is comprised of Jim Voisin, Gregory Roberts and Michel Roy. Jim Voisin will continue to act as President and CEO and Nicole Wood will continue to act as CFO.

Description of the Property 

The Company has the right to earn up to an 80% interest in the contiguous Hilda 30, Hilda 31/32 and Hilda 37/38 concessions, a gold silver project with a total area of 1,350 hectares, situated in the South East of Sonora state, Mexico, about 190 km ESE of the state capital Hermosillo, and approximately 50 km west from the town of Yecora. A paved highway passes within 15 km from the property. 

An updated NI 43-101 Technical Report on the Hilda 30 Concession (the "Property") was commissioned in support of the approval process for the Qualifying Transaction and co-authored by James G. Burns, whom carried out the original technical report from 2007; and John Archibald, whom was engaged to carry out and oversee the RC Drilling Program on the Property in the fall of 2009. This Technical Report contemplates all work carried out through to the end of 2009, i.e. extensive surface sampling, 3 diamond drill holes and 7 reverse circulation holes. The Company has filed this report on SEDAR (www.sedar.com).

Key highlights as quoted from the report are as follows:

  • "Diamond Drill Hole H30-03-09 was mineralized from surface to a depth of 37.8 meters with a best intercept over a 16.9 m section (from 12.2 to 29.1 meters) grading 10.6 g/t Au and 1,416 g/t Ag (Figure 20)."
  • "The Property (Hilda 30) is underexplored…and has substantial merit as a potential setting for multiple epithermal gold-silver deposits."
  • "There is a very high degree of potential of finding a significant epithermal gold-silver deposit(s) along strike to the known mineralized (Karen) zone."
  • "The breccia zone/quartz stock work is exposed over a 46 meter section where 25 samples averaged 3.07 gpt Gold and 155 gpt Silver; while higher grades from samples at the earlier workings (i.e. shafts and adits) approximately 500 meters away and 50 meters lower in elevation and on trend support the potential for bonanza grade zones."
  • "The Property is underlain by favourable Cretaceous-Tertiary andesite-rhyolite volcanic stratigraphy which is the known host to numerous and large gold-silver deposits within the Sierra Madre Occidental province of in northern Mexico (2.0 Million Oz deposit being mined within 50 kilometers in nearby Mulatos district)."
  • "Numerous structural features, faults and lineaments have been mapped regionally that relate to the emplacement of a Tertiary age monzonite pluton adjacent to the property."
  • "Numerous gold-silver mineral occurrences are known in the immediate area where silver appears equally as important as gold and also appear spatially related to the monzonite pluton."
  • "The property hosts one confirmed mineral occurrence with possible others."

Jim Voisin, President and CEO of First Mexican Gold Corp. remarks, "We're very pleased to have finally reached this milestone. I would like to personally thank our many shareholders for their support and patience. I have mobilized a drilling contractor (Major Drilling) to drill the next 8 to 10 holes which we have already designed and targeted for both the Karen Zone (6 holes) as well as two known prospects (2 to 4 holes). We look forward to sharing these results in a timely manner and will endeavour to provide our shareholders a comprehensive and up to date website to keep them informed of our activities."

On Behalf of the Board of Directors

FIRST MEXICAN GOLD CORP.

Robert Findlay, Director

"Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release."

Contact Information

  • First Mexican Gold Corp.
    Robert Findlay
    +1 604 641 4457 or Toll Free +1 866 669 9377
    +1 604 669 9335 (FAX)