NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES
VANCOUVER, B.C.– Spanish Mountain Gold Ltd. (the "Company") (TSX-V: SPA) announces a non-brokered private placement offering (the "Offering") to raise up to $500,000 through the issuance of up to 16,666,667 of common share units (the "Units").
Each Unit will be sold at a price of $0.03 per Unit and will consist of one common share of the Company and one common share purchase warrant (a "Warrant"). Each Warrant will entitle its holder to purchase one common share at a price of $0.05 per share for a period of five years following the closing of the Offering.
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 October 21, 2015, is subject to customary conditions, including the acceptance of the TSX Venture Exchange.
The proceeds of the private placement will be used for general working capital and maintenance of the Company's mineral claims comprising the Spanish Mountain gold project.
Certain insiders of the Company will subscribe to the Units 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.
This news release does not constitute an offer to sell or a solicitation 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 the responsible development of its flagship Spanish Mountain gold project in southern central British Columbia, Canada. The Company has no debt and owns 100% of the Spanish Mountain gold property.
On Behalf of the Board,
SPANISH MOUNTAIN GOLD LTD.
Interim Chief Executive Officer
Phone: (604) 601-3651