VANCOUVER,
Sept. 30, 2013 /CNW/ - Spanish
Mountain Gold Ltd. ("Spanish Mountain" or the
"Company") (TSX-V:SPA) has closed its brokered private
placement offering of flow-through units and non-flow through units
(the "Offering"), previously announced in a news release
dated September 5, 2013.
Pursuant to the Offering, 8,719,136 flow-through
units (the "FT Units") have been placed at a price of
$0.12 per FT Unit and 1,974,000
non-flow through units (the "Units", and together with the
FT Units, the "Offered Securities") have been placed at a
price of $0.10 per Unit, for total
gross proceeds of approximately $1,245,000. Each FT Unit consists of one
flow-through common share of the Company (each, an "FT
Share") and one-half of one common share purchase warrant of
the Company (each whole warrant, a "Warrant"). Each FT
Share is designated as a "flow-through share" for the purposes of
the Income Tax Act (Canada)
(the "Tax Act"). Each Unit consists of one common share of
the Company and one Warrant. Each Warrant entitles the holder
to acquire a common share of the Company at a price of $0.15 per share for a period of 24 months.
The Offering was conducted pursuant to an agency
agreement dated September 27, 2013
(the "Agency Agreement") between the Company and Secutor
Capital Management Corporation (the "Agent"). Pursuant to
the terms of the Agency Agreement, the Company (i) paid the Agent a
cash commission of $43,529,
representing 3.5% of the aggregate gross proceeds of the Offering,
(ii) issued to the Agent an aggregate of 435,294 Units, and (iii)
issued to the Agent and aggregate of 534,656 compensation warrants
(the "Compensation Warrants"), with each Compensation
Warrant exercisable to acquire one common share of the Company at a
price of $0.10 per share for a period
of 24 months.
The Company also closed a non-brokered private
placement of 2,000,000 Units at a price of $0.10 per Unit for aggregate gross proceeds of
$200,000 (the "Non-Brokered
Offering").
The Offering and Non-Brokered Offering were
available only to accredited investors, and all of the securities
issued in connection therewith are subject to a statutory
four-month hold period expiring on January
28, 2014.
The gross proceeds from the sale of the FT Units
will be used by the Company to incur exploration expenditures on
the Company's Spanish Mountain project and will constitute
"Canadian exploration expenses" and "flow through mining
expenditures" (as defined in the Tax Act) which will be renounced
to purchasers of the FT Units for the 2013 taxation year. The net
proceeds from the sale of the Units will be used by the Company for
general corporate purposes.
The Offering is subject to final acceptance by
the TSX Venture Exchange upon filing of final documentation.
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 and CEO
This News Release contains forward-looking
statements. Forward looking statements are statements which relate
to future events. In some cases, you can identify forward-looking
statements by terminology such as "may", "should", "expects",
"plans", "anticipates", believes", "estimates", "predicts",
"potential", or "continue" 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 our 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. Management has assumed
that these will be our major projects going forward. Risks include
that we are unable to satisfy environmental or other regulators,
that we determine that our resources are not commercially viable,
or that we have difficulties due to unavailability of labour or
equipment.
While these forward-looking statements, and
any assumptions upon which they are based, are made in good faith
and reflect our current judgment regarding the direction of our
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 the Company 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 releas
SOURCE Spanish Mountain Gold Ltd.