Spanish Mountain Gold Announces Private Placement
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910-1111 Melville Street
Vancouver, British Columbia, V6E 3V6
Tel: 604.601.3651
Spanish Mountain Gold Announces Private Placement
Not for dissemination in the United States or through U.S. newswires
Vancouver, B.C. , May 27, 2024 - Spanish Mountain Gold Ltd. (the " Company" or " Spanish
Mountain Gold") (TSX-V: SPA | FSE: S3Y) is pleased to announce that it intends to complete a
non-brokered private placement offering (“Offering”) of flow -through units ("FT Units") of
$1,874,000 at $0.24 per FT Unit , and Units (“Units”) of $ 1,513,000 at $0.2 1 per Unit, for total
proceeds of up to $3,387,000.
The proceeds of the Offering will be used for exploration and development work at the Company's
Spanish Mountain Gold project in the Cariboo Gold Corridor in British Columbia, and for general
working capital purposes.
Each FT Unit will consist of one common share of the Company that will qualify as a “flow-through
share” (as defined in s. 66(15) of the Income Tax Act (Canada)) and one-half of one common share
purchase warrant , which will also qualify as a “flow -through share”. Each whole warrant (a
“Warrant”) will entitle the holder thereof to acquire one (non-flow-through) common share of
the Company at a price of $0.25 per share for a period of 24 months, subject to earlier expiry if
the ten-day volume weighted average price exceeds $0.30 per share.
The securities of the Company referred to in this press release 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. Accordingly, the securities of the Company were not offered or sold
within the United States unless registered under the U.S. Securities Act and applicable state
Each Unit will consist of one common share of the Company and one-half of a Warrant.
The FT Units and Units will be subject to a four month hold period under applicable Canadian
securities laws. The Company may pay finder’s fees and issue finder warrants in respect of the
Offering.
Certain insiders of the Company will be subscribing for Units or FT Units in connection with the
Offering. Such participation is considered a "related party transaction" as defined under
Multilateral Instrument 61-101. The transaction will be exempt from the formal valuation and
minority shareholder approval requirements of Multilateral Instrument 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.
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securities laws or pursuant to an exemption from the registration requirements of the U.S.
Securities Act and applicable state securities laws.
The Offering is subject to certain conditions including, but not limited to, the receipt of all
necessary regulatory and other approvals including the approval of the TSX Venture Exchange.
Grant of Stock Options
The Company announces it has granted 1,425,000 stock options exercisable at $0.24 per share to
officers and directors of the Company under the terms of the Company’s stock option plan.
About Spanish Mountain Gold
Spanish Mountain Gold is advancing its 100% owned Spanish Mountain Gold project towards
construction of the next gold mine in the Cariboo Gold Corridor, British Columbia. Our immediate
focus is to conduct an integrated Whittle Enterprise Optimization to identify the highest potential
value-add improvements while increasing the understanding of the high-grade geologic controls
and associated drill targets that could upgrade and expand the gold resource. We are striving to
be a leader in community and indigenous relations by leveraging technology and innovation to
build the 'greenest' gold mine in Canada. The Relentless Pursuit for Better Gold means seeking
new ways to achieve optimal financial outcomes that are safer, minimizes environmental impact
and create meaningful sustainability for communities. Details on the Company are available on
www.sedarplus.ca and on the Company's website: www.spanishmountaingold.com.
On Behalf of the Board,
“Peter Mah”
President, Chief Executive Officer and Director
Spanish Mountain Gold Ltd.
For more information, contact:
Peter Mah, CEO
(604) 601-3651
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in
policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this
release.
FORWARD-LOOKING STATEMENTS:
Certain of the statements and information in this press release constitute "forward-looking statements" or
"forward-looking information" Any statements or information that express or involve discussions with
respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions 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", "might" 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. Statements herein about the closing
and use of proceeds are forward looking statements that, like the Company's other forward-looking
statements and information, are based 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,
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the Company does not assume any obligation to update forward -looking statements and information if
circumstances or management's assumptions, beliefs, expectations or opinions should change, or changes
in any other events affecting such statements or infor mation. For the reasons set forth above, investors
should not place undue reliance on forward looking statements and information.