DISSEMINATION IN THE UNITED STATES
Spanish Mountain Gold Ltd. ("Spanish Mountain" or the "Company") (TSX-V:SPA) has closed its non-brokered private placement offering (the "Offering") of common share units (the "Units"), previously announced in a news release dated October 5, 2015.
Pursuant to the Offering, 16,666,667 Units have been placed at a price of $0.03 per Unit for total gross proceeds of approximately $500,000. Each Unit consisted of one common share of the Company and one common share purchase warrant (a "Warrant"). Each Warrant entitles its holder to purchase one common share at a price of $0.05 per share for a period of five years.
All of the securities issued in connection the Offering are subject to a statutory four-month hold period expiring on February 23, 2016.
No finders' fee or commission was paid in connection with the Offering. The Company expects to use $40,000 of the gross proceeds from the Offering to repay certain amounts owed to third parties and $460,000 for exploration camp maintenance and general corporate expenses for up to twelve months.
Certain directors and an officer of the Company had subscribed to a total of 8,833,333 Units in connection with the private placement. Such participation is considered to be a "related party transaction" as defined under Multilateral Instrument 61-101 ("MI 61-101"). The transaction was 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 exceeded 25% of the Company's market capitalization.
The Offering is subject to final acceptance by the TSX Venture Exchange upon filing of final documentation.
This news release does not constitute an offer to sell or a solicitation of an offer to sell any of 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
Spanish Mountain Gold Ltd is focused on the responsible development of its flagship Spanish Mountain gold project in southern central British Columbia. Additional information about the Company is available on its website:www.spanishmountaingold.com
On Behalf of the Board,
SPANISH MOUNTAIN GOLD LTD.
Interim Chief Executive Officer
Phone: (604) 601-3651
Neither TSX Venture Exchange nor its Regulations Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
This news release contains forward-looking information, which involves known and unknown risks, uncertainties and other factors that may cause actual events to differ materially from current expectation. Important factors that could cause actual results to differ materially from the Company's expectations are disclosed in the Company's documents filed from time to time on SEDAR (see www.sedar.com). Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. The company disclaims any intention or obligation, except to the extent required by law, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.