MXL MX Gold Corp

MX Gold Corp. (TSX-V:MXL) (FSE:ODV) (OTCQX:MXLGF) (the “Company” or “MX Gold”) is pleased to announce that it has entered into an agreement to acquire the Midas Gold Property (the “Midas Gold Project”), a large and prospective exploration project located in British Columbia’s Golden Triangle.

The Midas Gold Project shares more than 40 km of contiguous claim boundaries with Aben Resources Ltd.’s (“Aben Resources”) Forrest Kerr Gold Project (the “Forrest Kerr Gold Project”). The Midas Gold Project is located immediately north of projects owned by Garibaldi Resources Ltd. and Colorado Resources Ltd.

Highlights:

• Positions MX Gold in the Golden Triangle.
• Claims are contiguous with Aben Resources in the Golden Triangle.
• Known Skarn style mineralization on western property containing historic rock grab samples of up to 2.9 g/tonne gold (Minfile # 104B367) and 9.0% Copper (Minfile # 104B493).
• Eastern claims overlie Hazelton Volcanics/Volcanoclastics.

“The Golden Triangle has emerged as a leading gold discovery district and the Midas Gold Project complements our existing advanced properties in British Columbia. By consolidating a project area that has not only attracted the historic attention of senior gold producers such as Barrick Gold but also new promise through the exploration results of juniors in the area, we believe MX Gold is now well positioned for new opportunities in the Golden Triangle. Following the closing of the agreement, we look forward to growing our presence in the Golden Triangle and commencing a field exploration program,” stated Dan Omeniuk, Chief Executive Officer of the Company.

About the Midas Gold Project

The Midas Gold Project consists of 12 mineral claims structured into three tenure blocks. The district-scale project comprises a total of approximately 9,264 ha (~22,881 acres).  The project offers close proximity to the Essay Creek Access Road and the newly-constructed Alta Gas McLymont Hydro Power facility.

Figure 1: Location Map of the Midas Gold Project

To view an enhanced version of this graphic, please visit: http://mxgoldcorp.com/midas-property/

The Midas Gold Project also represents the largest claim package contiguous with Aben Resources’ Forrest Kerr Gold Project which recently disclosed mineralogical similarities between sulphide horizons on their adjacent project to those of GT Gold Corp.’s Tatogga Property (see Aben Resources news release dated September 5, 2017, Aben Drills Into Notable Mineralization at Forrest Kerr Gold Project, Golden Triangle, British Columbia).

The specific location of the Midas Gold Project is of interest as it not only surrounds much of the Forrest Kerr Gold Project being advanced by Aben Resources, but it also contains significant tenure held in the past by Barrick Gold (the “Barrick Gold Area”). The Barrick Gold Area is of interest to the Midas Gold Project as it is situated in a comparable environment to the Carcass Creek and Boundary Zones recently drilled by Aben Resources; being both situated east of the Forrest Kerr fault structure and mapped within Hazelton Group volcanics, specifically the Hazelton Group volcanics. The target environment at the Midas Gold Project is the volcanic settings (Stuhini Group and Hazelton Group Volcanics) known to host mineralization elsewhere in the immediate area.

Receding glaciation within the Golden Triangle has opened new exploration opportunities and physical access not previously available under historic exploration activity.

Exploration Plans

Reflecting the active exploration at nearby projects, and following the closing of the agreement, the Company intends to review all historical data and develop a systematic exploration plan which may initially include undertaking geophysical airborne surveys to identify prospective exploration targets.

Terms of the Transaction

On September 15, 2017, the Company entered into the Midas Asset Purchase and Sale Agreement (the “Midas Agreement”) with arm’s length parties, whereby the Company agreed to acquire the Midas Gold Project (the “Acquisition”). In consideration for the Acquisition, the Company agreed to pay $50,000, issue a total of 12,000,000 common shares in the capital of the Company (each, a “Share”) and grant a 2% net smelter return royalty interest derived from the Midas Gold Project. Completion of the Acquisition is subject to the approval of the TSX Venture Exchange (the “TSXV”). All securities issued pursuant to the terms of the Midas Agreement will be subject to a statutory hold period expiring four months and one day following the closing of the Acquisition.

Lorne Warner P.Geo., Director of MX Gold Corp., has reviewed and approved the technical aspects of this news release and is the qualified person as defined by National Instrument 43-101.

Private Placement

MX Gold Corp. is also pleased to announce a non-brokered private placement of up to 40,000,000 units (each, a “Unit”) at a price of $0.10 per Unit for proceeds of up to $4,000,000. Each Unit is expected to consist of one Share and one transferable common share purchase warrant (each, a “Warrant”), with each Warrant expected to entitle the holder thereof to purchase one additional Share at a price of $0.20 per Share for a period of five years.

The securities described herein have not been registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. Persons (as defined in Regulation S under the U.S. Securities Act) absent registration or an applicable exemption from the registration requirements. This news release shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction where such offer, solicitation, or sale would be unlawful.

About MX Gold

MX Gold is a junior mining company focused on the exploration and development of advanced projects located in Mexico and British Columbia, Canada. The company’s primary focus, is the Magistral del Oro tailings project located 392 km SW of  Chihuahua and includes a fully permitted, 500 tonnes-per-day dynamic cyanide countercurrent system plant constructed in 2013, which is currently being expanded to 1000 tonnes-per day. The Company also owns 50% of the IDS Project, which includes a fully permitted smelter that was completed in 2014 for a throughput capacity of 50 tonnes per day. The smelter was built to receive and process material from small-scale miners across the state of Durango and beyond. 

MX Gold Corp. is also focused on the exploration, development and mining of advanced projects located in British Columbia and Mexico. The Company’s primary focus in British Columbia is its high-grade Willa gold and copper project located 12 kilometers south of Silverton, B.C. In 2015, MX Gold Corp. completed the accretive acquisition of the Willa project and the Max Molybdenum Mine and Mill Complex. This acquisition removed major costs and shortened timelines typically associated with mine project development. The Willa mine is located 135 kilometers south of the Max Mill. MX Gold Corp. can also elect to reopen the Max Molybdenum mining operation once world Moly prices improve. For updates on the Magistral Project please visit our website. www.mxgoldcorp.com

On behalf of the Board of Directors,

“Akash Patel”

Akash Patel, Vice President and Director, MX Gold Corp.

For further information, please contact

Dan Omeniuk, CEO Email: dano@mxgoldcorp.com

Or by email to:

info@mxgoldcorp.com

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

Statements in this news release that are not historical facts are forward-looking statements.  Forward-looking statements are statements that are not historical, and consist primarily of projections - statements regarding future plans, expectations and developments.  Words such as "expects", "intends", "plans", "may", "could", “potential”, "should", "anticipates", "likely", "believes" and words of similar import tend to identify forward-looking statements.  Forward-looking statements in this news release include the closing of the Midas Agreement, the payments and issuance of common shares contemplated therein, the proposed exploration activities on the Midas Gold Project post-closing, and the closing of the non-brokered private placement.  All of these forward-looking statements are subject to a variety of known and unknown risks, uncertainties and other factors that could cause actual events or results to differ from those expressed or implied, including, without limitation, that the Acquisition will not close as expected or at all; that the Acquisition may not be approved by the TSXV; that the non-brokered private placement will not close as expected or at all; that the non-brokered private placement may not be approved by the TSXV; business integration risks; uncertainty of production, development plans and cost estimates; commodity price fluctuations; political or economic instability and regulatory changes; currency fluctuations, the state of the capital markets; uncertainty in the measurement of mineral reserves and resource estimates; MX Gold’s ability to attract and retain qualified personnel and management; potential labour unrest; reclamation and closure requirements for mineral properties and the availability of capital to fund the Company’s projects, as well as other risks and uncertainties identified under the heading “Risk Factors” in the Company’s continuous disclosure documents filed on SEDAR.  You are cautioned that the foregoing list is not exhaustive of all factors and assumptions which may have been used.  MX Gold cannot assure you that actual events, performance or results will be consistent with these forward-looking statements, and management’s assumptions may prove to be incorrect. These forward-looking statements reflect current expectations regarding future events and operating performance and speak only as of the date hereof and MX Gold does not assume any obligation to update forward-looking statements if circumstances or management’s beliefs, expectations or opinions should change other than as required by applicable law. For the reasons set forth above, you should not place undue reliance on forward-looking statements.