Approval of Shares for Debt

TSX-V Trading Symbol: FMG

VANCOUVER, Oct. 7, 2014 /CNW/ - First Mexican Gold Corp. (the "Company" or "FMG") (TSX-V: FMG), would like to report that a number of developments have occurred and presently underway as outlined below.  

Further to the Company's news release of September 8, 2014, the Company is pleased to announce it has received TSX Venture Exchange approval for and closed its shares for debt of 5,503,782 common shares to satisfy debt in the amount of $357,745.83.

The shares are subject to a hold period until January 16, 2014, except as permitted by applicable Canadian securities laws and the TSX Venture Exchange.

The Company's Chief Executive Officer, Jim Voisin, acquired control over 615,385 common shares of the Company through a holding company, Kargi Consulting Corp., as part of the Company's debt settlement agreements. Mr. Voisin acquired the securities for investment purposes.  Mr. Voisin intends to evaluate his investment in the Company and to increase or decrease his beneficial shareholdings from time to time as he may determine appropriate for investment purposes.

Following the debt settlement, Mr. Voisin and his joint actors beneficially own, directly, 6,424,457 common shares and 2,200,000 incentive options, which, upon exercise of such incentive options, represent 13.094% of the issued and outstanding common shares of the Company on a partially diluted basis.

The participation by such officer and director is considered a "related party transaction" as defined under Multilateral Instrument 61-101 ("MI 61-101").  The transaction is exempt from the formal valuation and minority shareholder approval requirements under MI 61-101 as neither the fair market value of the shares issued to, nor the consideration paid by, the related party exceeded 25% of the Company's market capitalization.

The Company did not file a material change report more than 21 days before the expected closing of the shares for debt as the details of the shares for debt and the participation by the related party was not settled until shortly prior to closing and the Company wished to close the shares for debt on an expedited basis for sound business reasons.

The company has signed multiple Confidentiality Agreements with qualified well-funded potential partners and is focussed on advancing the Guadalupe property to early leach pad production, review previously released assay results to get a better understanding of production potential.   As indicated in many previous releases, all results to date are at or near surface.

First Mexican Gold Corp is an active explorer for precious metals in Mexico and controls a 100% interest in the Guadalupe property package with the intention of becoming an active producer.   The Company holds extensive exploration rights in this high potential exploration area that is now attracting attention from major mining companies.

The annual meeting held October 6th confirmed by a large margin that Gregg Roberts, Patrick Burns and Jim Voisin have been re elected as directors of the Corporation. All items put before the shareholders were passed as well.

On behalf of the Board of Directors,

Jim Voisin
President and CEO
First Mexican Gold Corp.
519 699 5352

We seek safe harbour.

Neither 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.

This news release includes certain forward-looking statements or information.  All statements other than statements of historical fact included in this release, including, without limitation, statements relating to the potential mineralization and geological merits of the Guadalupe property and other future plans, objectives or expectations of the Company are forward-looking statements that involve various risks and uncertainties.  There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements.  Important factors that could cause actual results to differ materially from the Company's plans or expectations include risks relating to the actual results of current exploration activities, fluctuating gold prices, possibility of equipment breakdowns and delays, exploration cost overruns, availability of capital and financing, general economic, market or business conditions, regulatory changes, timeliness of government or regulatory approvals and other risks detailed herein and from time to time in the filings made by the Company with securities regulators.  The Company expressly disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise except as otherwise required by applicable securities legislation.

SOURCE: First Mexican Gold Corp.

Vancouver Head Office, #1000, 355 Burrard Street, Vancouver, B.C., V6C 2G8, Canada, Phone: [phone], Website: www.fmgoldcorp.com