Spanish Mountain Gold Closes $6 million Non-Brokered Private Placement

Vancouver, British Columbia--(Newsfile Corp. - May 12, 2023) - Spanish Mountain Gold Ltd. (TSXV: SPA) (the "Company" or "Spanish Mountain Gold") is pleased to announce further to its news release on May 4, 2023, the Company has closed its, non-brokered private placement (the "Offering") to issue 28,571,429 units of the Company (each, a "Unit") at a price of $0.21 per Unit for aggregate gross proceeds of $6,000,000.

Each Unit consists of one common share of the Company and one half of one share purchase warrant. Each whole warrant entitles the holder thereof to acquire one common share of the Company at a price of $0.25 per common share for a period of 24 months, subject to earlier expiry if the ten-day volume weighted average price exceeds $0.30 per common share.

The Company intends to use the proceeds from the Offering for exploration and development at its Spanish Mountain Project, and for general working capital purposes. All securities issued in connection with the Offering will be subject to a statutory hold period of four months.

Certain insiders of the Company have subscribed to the Units in connection with the Offering. 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.

The securities of the Company referred to in this press release 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. Accordingly, the securities of the Company were not offered or sold within the United States unless registered under the U.S. Securities Act and applicable state securities laws or pursuant to an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws.

About Spanish Mountain Gold
Spanish Mountain Gold Ltd. is focused on advancing its 100%-owned Spanish Mountain Gold Project in southern central British Columbia. The Company is simultaneously pursuing the dual objectives of delivering critical project milestones for the multi-million ounce mineral reserve and further expanding the overall mineral resource. The 2021 Pre-Feasibility Study demonstrates the Project's potential to be a mining operation with a robust project economics with a strong production profile (>150,000 ounces per year) and profitability (AISC of US$801 per ounce) over a mine life of 14 years. Details on the Project and the Company are available on www.sedar.com and on the Company's website: www.spanishmountaingold.com.

On Behalf of the Board,
SPANISH MOUNTAIN GOLD LTD.
"Peter Mah"
President, Chief Executive Officer and Director

For more information, contact:
Investor Relations
(604) 601-3651
info@spanishmountaingold.com
www.spanishmountaingold.com

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

FORWARD-LOOKING STATEMENTS:

Certain of the statements and information in this press release constitute "forward-looking statements" or "forward-looking information." Any statements or information that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, using words or phrases such as "expects", "anticipates", "believes", "plans", "estimates", "intends", "targets", "goals", "forecasts", "objectives", "potential" or variations thereof or stating that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved, or the negative of any of these terms and similar expressions) are not statements of historical fact and may be forward-looking statements or information. The Company's forward-looking statements and information are based on the assumptions, beliefs, expectations and opinions of management as of the date of this press release, and other than as required by applicable securities laws, the Company does not assume any obligation to update forward-looking statements and information if circumstances or management's assumptions, beliefs, expectations or opinions should change, or changes in any other events affecting such statements or information. For the reasons set forth above, investors should not place undue reliance on forward-looking statements and information.

Not for dissemination in the United States or through U.S. newswires
All dollars are Canadian unless otherwise noted

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