/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR
DISSEMINATION IN THE UNITED
STATES/
VANCOUVER, Sept. 5, 2013 /CNW/ - Spanish Mountain Gold
Ltd. ("Spanish Mountain" or the "Company")
(TSX-V: SPA) is pleased to announce that it has engaged Secutor
Capital Management Corporation to act as lead agent (the
"Agent") on a commercially reasonable basis for a proposed
private placement (the "Offering") to raise up to
$3,000,000 through the issuance of up
to $1,500,000 of common share units
(the "Units") and of up to $1,500,000 of flow-through units (the "FT
Units").
Each Unit will be sold at a price of
$0.10 per Unit and will consist of
one common share of the Company and one common share purchase
warrant (a "Warrant"). Each FT Unit will be sold at a price
of $0.12 per FT Unit and will consist
of one common share of the Company which will be designated as a
flow-through share (the "FT Shares") for the purposes of the
Income Tax Act (Canada) (the
"Tax Act") and one-half of a Warrant. Each full Warrant will
entitle its holder to purchase one common share at a price of
$0.15 per share for a period of two
years following the closing of the Offering. The Company has also
granted the Agent an over-allotment option, exercisable at any time
prior to the closing of the Offering, to purchase an additional 15%
of the total number of Units and FT Units sold pursuant to the
Offering.
The Agent will be paid an aggregate cash
commission equal to 7% of the gross proceeds received by the
Company from purchasers of the Units and FT Units and issued
non-transferable warrants (the "Broker Warrants") up to an
amount equal to 5% of the total number of FT Units and Units sold
under the Offering. Each Broker Warrant will entitle the Agent to
purchase one common share of the Company at a price of $0.10 for a period of two years following the
closing.
The Offering is available to accredited
investors only, and 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 September 18, 2013, is subject to customary
conditions, including the acceptance of the TSX Venture Exchange
and the negotiation and execution of an agency agreement between
the Agent and Spanish Mountain.
The proceeds from the FT Shares will be used by
the Company to incur exploration expenditures on the Company's
properties in British Columbia and
will constitute "Canadian exploration expenses" and "flow through
mining expenditures" as defined in the Tax Act.
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
Spanish Mountain Gold Ltd is focused on the responsible development
of its flagship Spanish Mountain gold project in southern central
British Columbia. The Company has
no debt and owns 100% of all four gold properties located in
British Columbia. Additional
information about the Company is available on its website:
www.spanishmountaingold.com
On Behalf of the Board,
SPANISH MOUNTAIN GOLD LTD
Brian Groves,
President & CEO
This News Release contains forward-looking statements, which
relate to future events. In some cases, you can identify
forward-looking statements by terminology such as "will", "may",
"should", "expects", "plans", or "anticipates" or the negative of
these terms or other comparable terminology. These statements are
only predictions and involve known and unknown risks, uncertainties
and other factors that may cause Spanish Mountain's actual results,
level of activity, performance or achievements to be materially
different from any future results, levels of activity, performance,
or achievements expressed or implied by these
forward-looking-statements. Such uncertainties and risks may
include, among others, that the Offering will not complete, actual
results of the Company's exploration activities being different
than those expected by management, delays in obtaining or failure
to obtain required government or other regulatory approvals or
financing, inability to procure equipment and supplies in
sufficient quantities and on a timely basis, equipment breakdown
and bad weather.
While these forward-looking statements, and any assumptions
upon which they are based, are made in good faith and reflect
Spanish Mountain's current judgment regarding the direction of its
business, actual results will almost always vary, sometimes
materially, from any estimates, predictions, projections,
assumptions or other future performance suggests herein. Except as
required by applicable law, Spanish Mountain does not intend to
update any forward-looking statements to conform these statements
to actual results.
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.
SOURCE Spanish Mountain Gold Ltd.