First Mexican Financing and Debt Reduction

VANCOUVER, BRITISH COLUMBIA--(Marketwired - May 26, 2015) - First Mexican Gold Corp. (the `Company` or `FMG`) (TSX VENTURE:FMG) (FRANKFURT:21M). The Company continues to search for the right partner to bring its Guadalupe project to production. A number of possibly partners are presently reviewing corporate documents under confidentiality agreements, and we hope to find a suitable go forward partner in the near future. Review previously released assay results to get a better understanding of production potential. 

FMG, on a best efforts basis, is arranging a non-brokered private placement of up to $350,000 at 3 cents per unit. Each unit consists of one common share and one whole non-transferable share purchase warrant, with each warrant being exercisable at a price of 5 cents per share for the first year, and 10 cents for the second year for a period of two years. Use of proceeds will be contingent on the gross amount of funds raised but various commitments have already been made: $40,000 to audit; $21,000 to property taxes; $35,000 to legal; $10,000 concession holder payments; $20,000 regulatory; $20,000 travel expenses; $15,000 administration; $30,000 consulting; $30,000 salaries; $50,000 working capital. Further expenditure is dependent on the total amount raised and for asset preservation. The private placement announced Sept 8, 2014 has been canceled. The issuance of the shares is subject to TSX Venture Exchange approval.

The Company has entered into an agreement to issue 760,000 shares at a deemed price of $0.05 to settle further indebtedness of $38,000, representing unpaid consulting services, management and director fees to date. The issuance of shares is subject to TSX Venture Exchange approval. Jim Voisin, the CEO, President and a director of the Company will participate in the shares for debt by receiving, through his consulting company, 450,000 shares. Gregory Roberts is receiving 310,000 shares in lieu of debt through Advanced Healthcare Strategies Inc. The Company expects that the proposed debt settlements will help enable the Company to secure financing.

Certain directors and officers of the Company may acquire securities under the private placement and the shares for debt. Any such participation would be considered to be a "related party transaction" as defined under Multilateral Instrument 61-101 ("MI 61-101"). The transaction will be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of any shares issued to or the consideration paid by such persons will exceed 25% of the Company's market capitalization.

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. 

On behalf of the Board of Directors,

Jim Voisin, President & CEO

We seek safe harbour.

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.

Contact

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

First Mexican Gold Corp.
Vancouver Head Office
#1000, 355 Burrard Street
Vancouver, B.C. V6C 2G8 Canada
604 681 7265
www.fmgoldcorp.com