Mexican Gold Mining Corp. to Effect Share Consolidation and Name Change and Announces Closing of $2,299,000 Subscription Receipt Financing

Mexican Gold Mining Corp. (TSXV: MEX,OTC:MEXGF) (the "Company") is pleased to announce the closing of its previously announced non-brokered private placement of 11,495,000 subscription receipts (each, a "Subscription Receipt") at a price of $0.20 per Subscription Receipt for aggregate gross proceeds of $2,299,000 (the "Concurrent Financing").

Upon completion of the previously announced plan of arrangement under the Business Corporations Act (British Columbia) (the "Arrangement") pursuant to the arrangement agreement dated April 8, 2026 (the "Arrangement Agreement"), whereby the Company will acquire all of the issued and outstanding common shares of Alcon Silver Corp. ("Alcon"), each Subscription Receipt will automatically convert into one unit of the Company (each, a "Unit"), with each Unit consisting of one common share of the Company (on a post-Consolidation basis) and one-half of one common share purchase warrant (each whole warrant, a "Warrant").

The Subscription Receipts and the securities issuable thereunder have not been, and will not be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States absent registration or an applicable exemption from registration. All securities issued pursuant to the Concurrent Financing are subject to a hold period of four months and one day from the date of issuance in accordance with applicable Canadian securities laws.

Jack Campbell, CEO and Chairman of the Company, subscribed for 300,000 Subscription Receipts under the Concurrent Financing. The subscription by Mr. Campbell was considered a "related party transaction" within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). Such subscription was exempt from the formal valuation requirement of MI 61-101 in reliance on Section 5.5(a) of MI 61-101 and the minority shareholder approval requirement of MI 61-101 in reliance on Section 5.7(1)(a) of MI 61-101, as the fair market value of such subscription did not exceed 25% of the Company's market capitalization.

Following release from escrow, the net proceeds of the Concurrent Financing 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 Concurrent Financing, the Company paid cash finders' fees of $500.

The Concurrent Financing remains subject to final approval of the TSX Venture Exchange.

Name Change and Consolidation

In addition to the Concurrent Financing, the Company is pleased to announce that it anticipates closing the previously announced Arrangement on or about July 16, 2026 and in connection therewith effective at the close of business on July 16, 2026, it will consolidate its common share capital on a 1.6667-for-one basis (the "Consolidation") and change its name to "Platauro Metals Corp." (the "Name Change"). Effective at the open of markets on or about July 20, 2026, the common shares of the Company will commence trading on a post-Consolidation basis under the new name and ticker symbol "PURO" and new CUSIP 727632101.

No fractional shares will be issued in connection with the Consolidation. Shareholders who would otherwise be entitled to receive a fraction of a common share will have such fraction rounded to the nearest whole number of common shares and no cash consideration will be paid in respect of fractional shares.

Registered holders holding physical certificates of common shares of the Company will receive a letter of transmittal from the Company's transfer agent, Computershare Trust Company of Canada, with instructions on how to exchange existing share certificates for new post-Consolidation share certificates. Shareholders who hold their shares in brokerage accounts or in book-entry form are not required to take any action.

Further details regarding the Arrangement, Concurrent Financing, Name Change and Consolidation are set out in the Company's news releases dated April 9, 2026, June 15, 2026 and July 6, 2026, which are available under the Company's profile on SEDAR+ at www.sedarplus.ca.

About Mexican Gold Mining Corp.

Mexican Gold Mining 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. The Company's portfolio includes the Las Minas Project located in the core of the Las Minas mining district in Veracruz State, Mexico, host to one of the newest, under-explored skarn systems known in Mexico, and the Princesa Silver-Polymetallic Project in the Puno-Cusco Mining District, Peru.

For Further Information

Mexican Gold Mining Corp.
Jack Campbell - CEO and Chairman
E-mail: info@mexicangold.ca
Website: 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.

Cautionary Note Regarding Forward-Looking Statements

This 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 closing of the Arrangement, the Consolidation and the Name Change; the commencement of trading under the new name and ticker symbol; and expectations regarding the Concurrent Financing, the conversion of the Subscription Receipts and the use of proceeds therefrom.

Forward-looking information is based on certain assumptions that the Company believes are reasonable at this time, including assumptions as to the Company's ability to execute on its business plans and strategies.

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: general economic, market and business conditions; fluctuations in securities markets and the market price of the Company'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, the Company undertakes no 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.

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/305214

News Provided by TMX Newsfile via QuoteMedia

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