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MGold Announces Proposed Debenture Offering

CALGARY, ALBERTA -- (Marketwire) -- 01/31/13 -- MGold Resources Inc. (TSX VENTURE:MNI) ("MGold" or the "Corporation") announced today its intention to complete a non-brokered private placement offering of 10% unsecured convertible debentures in the principal amount of up to $3,000,000. The debentures will bear interest at the rate of ten percent (10%) per annum, payable semi-annually and will mature on the date that is three years from the closing date. The debentures will be convertible at the holder's option into common shares of the Corporation at a conversion price of: (i) $0.07 per common share until the date that is one (1) year from the closing date; (ii) $0.11 per common share for the period from the date following one (1) year from the closing date until the date that is two (2) years from the closing date; and (iii) $0.15 per common share for the period from the date following two (2) years from the closing date until the date that is three (3) years from the closing date. The Corporation can force conversion of the debenture into common shares if the Corporation's common shares trade at or above: (i) $0.12 per common share at any time until the date that is one (1) year from the closing date; (ii) $0.16 per Common Share at any time during the period from the date following one (1) year from the closing date until the date that is two (2) years from the closing date; and (iii) $0.20 per Common Share at any time during the period from the date following two (2) years from the closing date until the date that is three (3) years from the closing date, for a minimum of 20 consecutive trading days (whether or not trading occurs on such days).

A finder's fee of up to 10% of the gross proceeds of the offering may be paid, on all or any portion of the funds raised pursuant to this offering, payable in cash or common shares of the Corporation at a deemed price of $0.05 per share. The closing of the offering is expected to occur on or about March 29, 2013, and is subject to regulatory approval, including approval of the TSX Venture Exchange. For further details on the offering, please contact the Corporation. All securities issued in connection with the offering will be subject to a hold period of four months from the date of closing. The net proceeds from the offering will be used for oil and gas asset acquisitions, general corporate and working capital purposes.

MGold Resources Inc. is a Lethbridge, Alberta based corporation engaged in the exploration for minerals. The Corporation's common shares are listed on the TSX Venture Exchange under the trading symbol "MNI".

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

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