Spanish Mountain closes $7.19-million private placement
Executive Summary
- Spanish Mountain Gold Ltd. closed a brokered private placement raising approximately $7.20 million in gross proceeds.
- The offering comprised three securities types: 20,690,087 units at C$0.145 per unit, 7,121,850 flow‑through (FT) share units at C$0.165 per FT unit, and 15,124,000 charity FT units at C$0.20 per charity FT unit.
- Net proceeds are earmarked for exploration and development of the Spanish Mountain gold project, as well as working capital and general corporate purposes.
Key Details
- Units Sold
- 20,690,087 standard units @ C$0.145 each → ~C$3.00 M gross.
- 7,121,850 FT share units @ C$0.165 each → ~C$1.18 M gross.
- 15,124,000 charity FT units @ C$0.20 each → ~C$3.02 M gross.
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Total Gross Proceeds: Approximately US$7,199,968 (including exercise of the agent’s option).
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Security Structure
- Each standard unit = 1 common share + 1 common‑share purchase warrant (exercise price C$0.22, exercisable until 27 Aug 2028).
- Each FT unit = 1 flow‑through share + ½ warrant (same exercise terms).
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Charity FT units consist of one FT share plus one warrant.
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Agent & Fees
- Red Cloud Securities Inc. acted as sole agent/bookrunner.
- Cash fees to Red Cloud: $338,200.51 (6 % of gross proceeds).
- Advisory fees: $51,798.07.
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Issuance of 1,964,910 non‑transferable broker warrants (6 % of securities sold), exercisable at the unit price before 27 Aug 2028; subject to a hold period expiring 28 Dec 2025.
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Insider Participation
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Insiders purchased 5,112,200 standard units and 706,100 FT units – treated as a related‑party transaction under MI 61‑101, exempted from formal valuation and minority shareholder approval because the fair market value does not exceed 25 % of market cap.
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Use of Proceeds
- Exploration & development at the Spanish Mountain gold project (Cariboo Gold Corridor, BC).
- Working capital and general corporate purposes.
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Gross proceeds from FT shares to be renounced to purchasers by 31 Dec 2025, matching or exceeding total FT gross proceeds.
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Regulatory Conditions
- Closing subject to final approval of the TSX Venture Exchange.
- FT units sold under accredited investor and minimum‑investment exemptions; restricted from resale for four months, ending 28 Dec 2025.
Notable Quotes
(No direct quotes were provided in the release.)