MX Gold Corp (MXLGF)

[ronrooster]

FOR IMMEDIATE RELEASE January 14, 2019
MX Gold Corp. Announces Proposed Sale of Mining Interests
Vancouver, B.C. – MX Gold Corp. (TSX-V: MXL) (FSE: ODV) (OTCQX: MXLGF) (the “Company” or “MX Gold”)
is pleased to announce that it has signed two binding agreements that collectively propose to sell the
Company’s remaining mining assets in an arm’s length transaction to Cameo Cobalt Corp. (the “Purchaser”),
a British Columbia company listed on the TSX Venture Exchange (the “Exchange”) for a combination of cash,
common shares in the Purchaser and the grant of a 50% net profit interest in its two mining properties going
forward.
No securities of the Company will be issued in connection with the transaction, no changes to the board or
management team are expected at this time and no new insiders will be created in connection with the
transaction. The Company is currently subject to a Cease Trade Order due to the failure to file a Technical
Report on its previously owned Magistral joint venture interest and MAX property that is owned by its
subsidiary FortyTwo Metals Inc. (“FortyTwo”). The Company is also currently suspended from trading by the
Exchange. However, the Company intends to apply for an application to revoke the Cease Trade Order and
resume trading with the Exchange following the closing of the transaction and the sale of such property
interests.
The Company obtained shareholder approval of a special resolution for the sale of its mining assets as
required under the Business Corporations Act (British Columbia) and an ordinary resolution to approve the
Company’s proposed Change of Business from a junior natural resource company to a Tier 2 technology
issuer at its annual general and special meeting that occurred on July 11, 2018. The Company anticipates it
will need to address further comments in order to resume trading with the Exchange, including the
obligation to meet Initial Listing Requirements of the Exchange.
Sale of Mining Assets
The Company has entered into the following two agreements to sell its mining assets:
? FortyTwo Metals Share Purchase Agreement dated January 11, 2019, whereby the Company has
agreed to sell to the purchaser all of the issued and outstanding shares of its wholly-owned
subsidiary FortyTwo for aggregate consideration of $578,982.76 consisting of $53,982 to renew
certain mineral claims of the MAX property owned by FortyTwo, $150,000 in cash and 5,000,000
common shares of the Purchaser at a deemed issue price of $0.075 per share. The Purchaser has
also agreed to grant a 50% net profit interest on gross cash income from the MAX property to the
Company (less all expenses incurred to produce such income which is payable only once the
Purchaser has recouped from net profits its capital investment in the MAX property and all pre-
production costs). FortyTwo holds the past producing MAX molybdenum mine and mill located in
British Columbia and a CDN$730,000 reclamation bond for the MAX property held with the British
Columbia Ministry of Mines. FortyTwo is also subject to certain legacy liabilities associated with
prior operations.
? Willa Property Purchase, Sale and Assignment Agreement dated January 11, 2019, whereby the
Company has agreed to sell the purchaser the advanced stage Willa Property in British Columbia for
a purchase price of CDN$1 and assign certain legacy obligations associated with the Willa Property,
including a net smelter royalty, advance royalty payments, and the requirement to retransfer the
property back to the original optionors if the property is not in commercial production on or prior to
September 28, 2020 with the underlying mineral claims in good standing for a period of not less
than three years. The Purchaser has also agreed to grant a 50% net profit interest on gross cash
income from the Willa property to the Company (less all expenses incurred to produce such income
which is payable only once the Purchaser has recouped from net profits its capital investment in the
Willa property and all pre-production costs).
The transaction is subject to the Purchaser obtaining Exchange approval for its purchase of FortyTwo.
On behalf of the Board of Directors,
“Dan Omeniuk”
For further information, please contact
Dan Omeniuk, CEO
Email: [e-mail]
Phone: 778-798-GOLD
Or at: [e-mail]