Mr. Lembit Janes, a shareholder, reports

EARLY WARNING REPORT ISSUED PURSUANT TO NATIONAL INSTRUMENT 62- 103 ACQUISITION OF SECURITIES OF SPANISH MOUNTAIN GOLD LTD.

Lembit Janes has acquired 22,619,048 units of Spanish Mountain Gold Ltd. at a price of 21 cents per unit pursuant to a non-brokered private placement, for a total subscription price of $4.75-million. Each unit comprises one common share of the company and one-half of one common share purchase warrant of the company. Each whole warrant entitles the holder to acquire one additional common share at a price of 25 cents per share for a period of 24 months from the closing date of the private placement, subject to earlier expiry if the 10-day volume-weighted average price exceeds 30 cents per share.

Immediately prior to the private placement, the acquiror owned and/or had control over an aggregate of 22,459,500 common shares, representing approximately 6.6 per cent of the issued and outstanding common shares of the company on an undiluted basis. The acquiror also owned and/or had control over an aggregate of 300,000 stock options, entitling the acquiror to purchase 300,000 common shares.

Following completion of the private placement, the acquiror owns and/or has control over an aggregate of 45,078,548 common shares, representing approximately 12.2 per cent of the issued and outstanding common shares on an undiluted basis. The acquiror also owns and/or has control over an aggregate of 11,309,524 warrants as part of the purchase of the units, entitling the acquiror to purchase 11,309,524 common shares and 300,000 options, entitling the acquiror to purchase an additional 300,000 common shares. If the acquiror exercises all of his warrants and options, he would then own and/or have control over, directly or indirectly, 56,688,072 common shares, representing approximately 13.3 per cent of the issued and outstanding common shares of the issuer on a partially diluted basis.

The private placement resulted in an approximate 5.6-per-cent change in the acquiror's ownership and/or control over common shares of the issuer.

The acquiror acquired the units for investment purposes under an exemption provided under National Instrument 45-106 Prospectus Exemptions. The acquiror may, depending on market and other conditions, increase or decrease his ownership of the company's securities, whether in the open market, by privately negotiated agreements or otherwise, subject to a number of factors, including general market conditions, and other available investment and business opportunities.