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:
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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
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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.
