Vancouver, British Columbia–(Newsfile Corp. – October 22, 2024) – Spanish Mountain Gold Ltd. TSXV: SPA FSE: S3Y (OTC Pink: SPAZF) (the “Company” or “Spanish Mountain Gold“) is pleased to announce that it has entered into an agreement with Red Cloud Securities Inc. to act as lead agent and sole bookrunner (the “Agent“) in connection with a “best efforts” private placement (the “Offering“) for aggregate gross proceeds of up to C$5,000,000 from the sale of the following:

• up to 18,518,519 units of the Company (each, a “Unit“) at a price of $0.135 per Unit, for gross proceeds of up to $2,500,000 from the sale of Units; and
• up to 16,129,035 flow-through share units of the Company (each, a “FT Unit“, and together with the Units, the “Offered Securities“) at a price of $0.155 per FT Unit, for gross proceeds of up to $2,500,000 from the sale of FT Units.

Each Unit will be comprised 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, for a period of 24 months from the closing date of the Offering. Each FT Unit will be comprised 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, for a period of 24 months from the closing date of the Offering.

The Company will grant to the Agent an option, exercisable in full or in part, up to 48 hours prior to closing of the Offering, to sell up to an additional C$1,000,000 of gross proceeds in any combination of the Offered Securities (the “Agent’s Option“)

Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106 Prospectus Exemptions (“NI 45-106“), the Units will be offered for sale 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 securities of the Company issuable from the sale of such Units will not be subject to a statutory hold period in accordance with applicable Canadian securities legislation if sold to purchasers resident in Canada.

The FT Units will be 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 FT Units will be subject to a restriction period of four (4) months following the date of issuance, in accordance with applicable Canadian securities legislation.

The Company intends to use the proceeds raised from the Offering to fund general working capital, complete a new Preliminary Economic Assessment, conduct additional exploration drilling on the Spanish Mountain Gold project and property to test new 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 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 Units.

The Offering is scheduled to close on or around November 13, 2024, and is subject to certain customary closing conditions including, but not limited to, receipt of all necessary approvals including the approval of the TSX Venture Exchange.

There is an offering document related to the Offering that can be accessed under the Company’s profile at www.sedarplus.ca and on the Company’s website at www.spanishmountaingold.com, accessible here. Prospective investors should read this offering document before making an investment decision.

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 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, minimize 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.

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 factors 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 will prove to be correct. The forward-looking information in this press release include, amongst others: the closing of the Offering, the issuance of the Offered Securities, the payment of the Agency Fee, the issuance of the Broker Warrants and the Broker Warrant Shares upon exercise thereof and payment therefor, the anticipated closing date of the Offering, the intended use of proceeds of the Offering and filing of the offering document. Such statements and information reflect the 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 factors 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 and 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 exhaustive 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.

Not for distribution to United States Newswire Services or for dissemination in the United States

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