Spanish Mountain Announces Non‐brokered Private Placement
1120‐1095 West Pender Street
Vancouver, British Columbia, V6E 2M6
Tel: 604.601.3651
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES
June 17, 2020
Spanish Mountain Announces Non‐brokered Private Placement
VANCOUVER, B.C. ‐ Spanish Mountain Gold Ltd. ( t h e “Company” ) ( T S X ‐ V : S P A ) a n n o u n c e s a n o n ‐
brokered private placement offering (the “Offering”) to raise up to $2,000,000 through the issuance of
up to 20,000,000 of common share units (the “Units”).
Each Unit will be sold at a price of $0.10 per Unit and will co nsist of one common share of the Company
and one common share purchase warrant (a “ Warrant”). Each Warrant will entitle the holder to
purchase one common share at a price of $0.15 per share for a period of two years.
All securities issued in connection with the Offering will be subject to a four month hold period in
Canada. Closing of the Offering, which is expected to occur on or about July 10, 2020, is subject to
customary conditions, including the acceptance of the TSX Venture Exchange.
The entire proceeds of the private placement will be used to ad vance the engineering of the project to
achieve major project milestones within 12 months for the Company’s Spanish Mountain gold project
(the “Project”). The key expenditures will include summer fiel d work and the completion of the Project’s
inaugural preliminary feasibility study, which will present a r eserve statement for Phase 1 of the mineral
deposit as described in the Preliminary Economic Analysis and r eported in a news release dated October
23, 2019. The details and commencement of project work will be announced in due course.
Larry Yau, CEO, comments: “Having assured ourselves of a safe o perating environment for our
employees and consultants during the pandemic, we are ready to gear up toward major project
milestones. I believe the next 12 months will be the most exci ting investment horizon in the Company’s
history. Our extensive project work to date and our confidence in our project’s potential economics will
allow us to achieve our ambitious objectives with an accelerated timeline and a modest budget.”
Certain insiders of the Company will be subscribing to the Unit s in connection with the private
placement. Any such participation is 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
securities issued to nor the consideration paid by such persons will exceed 25% of the Company's market
capitalization.
T h i s n e w s r e l e a s e d o e s n o t c o n s t i t u t e a n o f f e r t o s e l l o r a s o licitation of an offer to sell any of the
securities in the United States. The securities have not been and will not be registered under the United
States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may
not be offered or sold within the United States or to U.S. Persons unless registered under the U.S.
Securities Act and applicable state securities laws or an exemption from such registration is available.
About Spanish Mountain Gold Ltd.
Spanish Mountain Gold Ltd. is focused on advancing its multi‐mi llion ounce Spanish Mountain gold
project in southern central British Columbia. The Company has prioritized the development of the first
phase of the Project in which the pit‐delineated high‐grade cor e of the deposit is potentially expected to
sustain a stand‐alone operation o f 1 1 y e a r s . T h e p o t e n t i a l v i a b i l i t y o f t h e P r o j e c t ’ s P h a s e 1 h a s b e e n
demonstrated in a Preliminary Economic Assessment. The PEA i llustrates the project potential with a
combination of modest capital requirements ( US$270m) and low operating cost ( AISC $549/oz) over its
mine life. Additional information on the PEA and about the Company is available on www.sedar.com
and on the Company’s website: www.spanishmountaingold.com
On Behalf
of the Board,
SPANISH MOUNTAIN GOLD LTD.
Larry Yau
Chief Executive Officer
Inquiries:
SPANISH MOUNTAIN GOLD LTD.
Phone: (604) 601‐3651
E‐mail: [email protected]
Website: www.spanishmountaingold.com
FO
RWARD LOOKING STATEMENTS: Certain of the statements and infor m a t i o n i n t h i s p r e s s r e l e a s e c o n s t i t u t e
"forward‐looking statements" or "forward‐looking information", including statements regarding the expected
closing date of the private placement and the completion of the preliminary feasibility study on the Spanish Mountain
Project. Further, any statements or information that express or involve discussions with respect to predictions,
expectations, beliefs, plans, pr ojections, objectives, assumpti ons or future events or performance (often, but not
always, using words or phrases such as "expects", "anticipates" , "believes", "plans", "estimates", "intends",
"targets", "goals", "forecasts", "objectives", "potential" or variations thereof or stating that certain actions,
events or results "may", "could" , "would", "migh t" or "will" be taken, occur or be achieved, or the negative of any
of these terms and similar expressions) are not statements of historical fact and may be forward‐looking
statements or information.
The Company's forward‐looking statements and information are ba sed on the assumptions, beliefs, expectations
and opinions of management as of the date of this press release , and other than as required by applicable
securities laws, the Company does not assume any obligation to update forward‐looking statements and
information if circumstances or m anagement's assumptions, belie fs, expectations or opinions should change, or
changes in any other events affecting such statements or inform ation. For the reasons set forth above, investors
should not place undue reliance on forward‐looking statements a nd information.
The TSX Venture Exchange does not accept responsibility for the adequacy or accuracy of this release.