Mr. Peter Mah reports

SPANISH MOUNTAIN GOLD TO AMEND EXECUTIVE COMPENSATION FILINGS; REPORTS RELATED CORPORATE MATTERS

Spanish Mountain Gold Ltd. will file amended statements of executive compensation for the financial years covering 2012 to 2022, to disclose, among other things, benefits and perquisites previously not disclosed in respect of its former senior officers, Larry Yau (the former chief executive officer) and Sharon Ng (the former chief financial officer).

Mr. Yau served as the company's chief executive officer from June 1, 2015, until March 4, 2023, and served as the company's chief financial officer from Jan. 26, 2010, until June 26, 2019. Ms. Ng was appointed as the chief financial officer on June 26, 2019, which office she has now left, and previously served as the company's accounting manager from Jan. 1, 2011, to June 26, 2019.

Among the benefits to be disclosed in the amended filings are payments to the former CEO for a personal residence in Vancouver made from 2016 to 2022 totalling $439,750. The company will take appropriate steps to obtain repayment of such unauthorized personal benefits, and also recover the severance that was paid to the former CEO in the amount of $240,000. The severance was paid to Mr. Yau prior to the company uncovering activities undertaken by the former CEO that now justify a for-cause termination.

After Mr. Yau left the company as CEO in March, 2023, irregularities in document and financial management were discovered. Over time, it became apparent that there were potential issues with, among other matters, board authorization and related disclosure of personal benefits, which were reported to the board of directors. The board of directors then retained an independent international professional services firm to assist in its investigation of these matters. The board has now received a draft report with the findings of the independent forensic auditor. Given the documentary evidence recovered, and the findings of independent forensic auditor, the company is amending certain previously filed continuous disclosure documents, will change its auditors, and will seek indemnification from the former CEO for, among other things, the previously paid severance benefit, all unauthorized payments, and all related costs and expenses.

In addition, as part of the investigation, the company uncovered numerous e-mail communications demonstrating intentional manipulation of the corporate governance of the company by the former CEO. Among other things, Mr. Yau undertook a secret proxy campaign using the company resources, including using the company's e-mail accounts, and the assistance of the former CFO, to seek to convince shareholders to vote against (or vote withhold) certain board-nominated directors at the annual general meetings held in 2020, 2021 and 2022. Notwithstanding that Mr. Yau was the board's appointed proxy holder for all of these AGMs, and was duty-bound to solicit proxies to support the board-nominated directors, Mr. Yau conducted an organized and covert campaign to solicit votes against the very directors he was supposed to support.

The board of directors has allocated considerable time and resources, and adopted best practices, including retaining independent experts, to address the issues with the former executives. The board is confident that the company is now well positioned with a stronger board, with more independent directors and active committees, and stronger executive leadership, to focus the company on advancing the development of its Spanish Mountain gold project.

About Spanish Mountain Gold Ltd.

Spanish Mountain is focused on advancing its 100-per-cent-owned Spanish Mountain gold project in southern-central British Columbia. The company is simultaneously pursuing the dual objectives of delivering critical project milestones and expanding its multimillion-ounce mineral reserve and resource. The 2021 prefeasibility study demonstrates the project's potential to be a mining operation with a robust production profile (greater than 150,000 ounces per year) and profitability (all-in sustaining cost of $801 per ounce) over a mine life of 14 years.

We seek Safe Harbor.