Spanish Mountain GOLD Announces the Closing of Private Placements FOR Gross Proceeds of C$8.3 Million
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Spanish Mountain Gold Ltd.
910-1111 Melville Street
Vancouver, British Columbia, V6E 3V6
Tel: 604.601.3651
SPANISH MOUNTAIN GOLD ANNOUNCES THE CLOSING OF PRIVATE
PLACEMENTS FOR GROSS PROCEEDS OF C$8.3 MILLION
Not for distribution to United States Newswire Services or for dissemination in the United States
Vancouver, B.C. , November 1 5, 2024 - Spanish Mountain Gold Ltd. (the " Company" or "Spanish Mountain
Gold") (TSX-V: SPA) (FSE: S3Y) ( OTC: SPAZF ) is pleased to announce that further to its press release s dated
October 22 , October 24, October 31, 2024 and November 14, 2024 , the Company has closed its previously
announced brokered “best efforts” private placement (the “ Brokered Offering ”) and non -brokered private
placement (the “ Non-Brokered Offering ”, and together with the Brokered Offering, the “ Offerings”) for
aggregate gross proceeds of C$8,300,000.
Under the Brokered Offering, the Company raised gross proceeds of C$7,500,000, which includes the full
exercise of the Agent’s (as defined herein) over-allotment option. Pursuant to the Brokered Offering, the
Company issued 20,553,000 units of the Company (each a “Unit”) at a price of C$0.135 per Unit (the “Unit Price”)
(including 2,034,481 Units issued pursuant to the exercise of the Agent’s over-allotment option), 18,118,000
flow-through share units of the Company (each, a “ FT Unit ”) at a price of C$0.155 per FT Unit (including
1,988,965 FT Units issued pursuant to the exercise of the Agent’s over-allotment option), and 9,585,000 FT Units
sold to charitable purchasers (each, a “Charity FT Unit”, and together with the Units and FT Units, the “Offered
Securities”) at a price of C$0.20 per Charity FT Unit (including 2,085,000 Charity FT Units issued pursuant to the
exercise of the Agent’s over -allotment option). Under the Non -Brokered Offering, the Company raised gross
proceeds of approximately C$800,000 through the issue of 5,925,926 Units at the Unit Price.
Each Unit consists of one (1) common share in the capital of the Company (a “ Common Share”) and one (1)
Common Share purchase warrant (each, a “ Warrant”). Each Warrant will entitle the holder thereof to acquire
one (1) additional Common Share (a “Warrant Share”) at a price of C$0.18 per Warrant Share, at any time on or
before November 1 5, 2026. Each FT Unit consists of one (1) Common Share to be issued as a “flow -through
share” within the meaning of the Income Tax Act (Canada)(the “Income Tax Act”) (each, a “FT Share”) and one-
half of one common share purchase warrant (each whole warrant, a “ FT Unit Warrant”). Each FT Unit Warrant
will entitle the holder thereof to acquire one (1) additional Common Share (a “FT Unit Warrant Share”) at a price
of C$0.23 per FT Unit Warrant Share, at any time on or before November 15, 2026. Each Charity FT Unit consists
of one FT Share and one Warrant, each of which will entitle the holder thereof to acquire one Warrant Share at
a price of C$0.18 per Warrant Share, at any time on or before November 15, 2026.
Red Cloud Securities Inc. (the “Agent”) acted as sole agent and bookrunner in connection with the Brokered
Offering. In consideration for its services under the Brokered Offering, the Agent received cash commissions and
advisory fees in aggregate of C$419,220 as well as 2,678,366 non-transferable broker warrants (the “ Broker
Warrants”). In addition, in connection with the Non -Brokered Offering, the Agent received a cash advisory fee
of C$24,000 and 177,777 Brokered Warrants. Each Broker Warrant is exercisable for one Common Share at the
Unit Price at any time on or before November 15, 2026. In addition, the Company paid a finder’s fee of $27,000
to an arm’s length finder in connection with the Offerings.
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Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-
106 Prospectus Exemptions (“NI 45 -106”), the Units and Charity FT Units issued pursuant to the Brokered
Offering (collectively, the “ LIFE Securities ”) were offered to purchasers resident in the provinces of Alberta,
British Columbia, Manitoba, Ontario and Saskatchewan (the “Canadian Offering Jurisdictions”), pursuant to the
listed issuer financing exemption under Part 5A of NI 45 -106. The LIFE Securities are immediately freely
tradeable under applicable Canadian securities legislation for Canadian purchasers.
The FT Units issued pursuant to the Brokered Offering (the “ Non-LIFE Securities”) were offered by way of the
“accredited investor” and “minimum amount investment” exemptions under NI 45-106 in the Canadian Offering
Jurisdictions. The securities of the Company issuable from the sale of such Non-LIFE Securities are subject to a
four-month restricted period ending on March 1 7, 2025 , in accordance with applicable Canadian securities
legislation. The Brokered Offering and the Non -Brokered offering are subject to the final approval of the TSX
Venture Exchange.
The Company intends to use the proceeds raised from the Offerings to fund general working capital, complete
a new Preliminary Economic Assessment, conduct additional exploration drilling on the Spanish Mountain Gold
project and property conduct additional exploration drilling on the Spanish Mountain Gold project and property
to test targets, and expand understanding of the mineral endowment thereon. Gross proceeds from the sale of
FT Shares will be used to incur “Canadian exploration expenses” as defined in subsection 66.1(6) of the Income
Tax Act and “flow through mining expenditures” as defined in subsection 66.1(6) of the Income Tax Act. Such
gross proceeds will be renounced to the purchasers of the FT Units and Charity FT Units with an effective date
not later than December 31, 2024, in the aggregate amount of not less than the total amount of gross proceeds
raised from the issuance of the FT Shares.
Insiders of the Company participated in the Brokered Offering for approximately C$592,237, and such Units
issued to insiders are subject to a four month hold period pursuant to applicable policies of the TSX Venture
Exchange. The issuance of Units to insiders is considered a "related party transaction" within the meaning of
Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101").
The Company is relying on exemptions from the formal valuation requirements of MI 61-101 pursuant to section
5.5(a) and the minority shareholder approval requirements of MI 61-101 pursuant to section 5.7(1)(a) in respect
of such insider participation as the fair market value of the transaction, insofar as it involves interested parties,
does not exceed 25% of the Company's market capitalization.
The securities referred to in this news 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 and may not be offered
or sold within the United States or to, or for the account or benefit of, U.S. persons absent registration under
the U.S. Securities Act and applicable state securities laws, unless an exemption from such registration is
available. This news release does not constitute an offer for sale of securities for sale, nor a solicitation for offers
to buy any securities. Any public offering of securities in the United States must be made by means of a
prospectus containing detailed information about the Company and management, as well as financial
statements. “United States” and “U.S. person” have the respective meanings assigned in Regulation S under the
U.S Securities Act.
About Spanish Mountain Gold Ltd.
Spanish Mountain Gold Ltd. is focused on advancing its 100% -owned Spanish Mountain Gold Project towards
construction of the next gold mine in the Cariboo Gold Corridor, British Columbia. We are conducting an
integrated Whittle Enterprise Optimization to id entify 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 Indigen ous 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, minimize
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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 the 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.
FORWARD-LOOKING INFORMATION
When used in this press release, the words “estimate”, “project”, “belief”, “anticipate”, “intend”, “expect”,
“plan”, “predict”, “may” or “should” and the negative of these words or such variations thereon or comparable
terminology are intended to identify forward -looking statements and information (collectively referred to as
“forward-looking information”. Although the Company believes, in light of the experience of their respective
officers and directors, current conditions and expected future developments and other f actors that have been
considered appropriate, that the expectations reflected in forward -looking information in this press release are
reasonable, undue reliance should not be placed on them because the parties can give no assurance that such
statements wi ll prove to be correct. The forward -looking information in this press release include, amongst
others, the intended use of proceeds of the Offerings and the receipt of final approval from the TSX Venture
Exchange. Such statements and information reflect th e current view of the Company. There are risks and
uncertainties that may cause actual results to differ materially from those contemplated in the forward -looking
information.
By their nature, forward-looking information involves known and unknown risks, uncertainties and other factors
which may cause actual results, performance or achievements, or other future events, to be materially different
from any future results, performance or achievements expressed or implied by such forward-looking information.
There are a number of important factors that could cause the Company’s actual results to differ materially from
those indicated or implied by forward -looking information. Such fa ctors include, among others: currency
fluctuations; limited business history; disruptions or changes in the credit or security markets; results of operation
activities and development of projects; project cost overruns or unanticipated costs and expenses; and general
development, market and industry conditions. The Company undertakes no obligation to comment on analyses,
expectations or statements made by third parties in respect of their securities or their respective financial or
operating results (as applicable).
The Company cautions that the foregoing list of material factors is not exhaustive. When relying on the
Company’s forward-looking information to make decisions, investors and others should carefully consider the
foregoing factors and other uncertainties an d potential events. The Company has assumed that the material
factors referred to in the previous paragraph will not cause such forward-looking information to differ materially
from actual results or events. However, the list of these factors is not exhaus tive and is subject to change and
there can be no assurance that such assumptions will reflect the actual outcome of such items or factors. The
forward-looking information contained in this press release represents the expectations of the Company as of
the date of this press release and, accordingly, are subject to change after such date. The Company does not
undertake to update this information at any particular time except as required in accordance with applicable
laws.