Mr. Peter Mah reports

SPANISH MOUNTAIN GOLD ANNOUNCES CLOSING OF C$7.2 MILLION BROKERED PRIVATE PLACEMENT

Further to the press releases dated Aug. 7 and Aug. 11, 2025, Spanish Mountain Gold Ltd. has closed its previously announced brokered private placement for aggregate gross proceeds of approximately $7,199,968, which includes the proceeds from the exercise of the agent's option. Pursuant to the offering, the company sold: (i) 20,690,087 units of the company at a price of 14.5 cents per unit; (ii) 7,121,850 flow-through share units of the company at a price of 16.5 cents per FT unit; and (iii) 15,124,000 flow-through share units of the company sold to charitable purchasers at a price of 20 cents per charity FT unit.

Red Cloud Securities Inc. acted as sole agent and bookrunner in connection with the offering.

Each unit consists of one common share in the capital of the company and one common share purchase warrant. Each warrant entitles the holder thereof to acquire one additional common share at a price of 22 cents per warrant share at any time on or before Aug. 27, 2028. Each FT unit consists of one common share to be issued as a flow-through share within the meaning of Subsection 66(15) of the Income Tax Act (Canada) and one-half of one common share purchase warrant. Each FT unit warrant entitles the holder thereof to acquire one additional common share to be issued on a non-flow-through basis at a price of 22 cents per FT unit warrant share at any time on or before Aug. 27, 2028. Each charity FT unit consists of one FT share and one warrant.

In accordance with National Instrument 45-106 (Prospectus Exemptions), the units and charity FT units were issued to Canadian purchasers pursuant to the listed issuer financing exemption under Part 5A of NI 45-106, as amended by co-ordinated blanket order 45-935 (Exemptions from Certain Conditions of the Listed Issuer Financing Exemption). The securities of the company issuable from the sale of such LIFE securities are immediately freely tradable under applicable Canadian securities legislation for Canadian purchasers.

The FT units were sold by way of the accredited investor and minimum amount investment exemptions under NI 45-106 to Canadian purchasers. The securities of the company issuable from the sale of such FT units are subject to a restriction period of four months following the issue date ending on Dec. 28, 2025, in accordance with applicable Canadian securities legislation.

The company intends to use the net proceeds from the offering for exploration and development work at the company's Spanish Mountain gold project in the Cariboo gold corridor in British Columbia, as well as for working capital and general corporate purposes. Gross proceeds from the sale of FT shares will be used to incur Canadian exploration expenses as defined in Subsection 66.1(6) of the Income Tax Act (Canada) and flow-through mining expenditures as defined in Subsection 127(9) of the Income Tax Act (Canada) (or would so qualify if the references to before 2026 in paragraph (a) of the definition of flow-through mining expenditure in Subsection 127(9) of the tax act were read as before 2027, and the references in paragraphs (c) and (d) of that definition to before April, 2025, were read as before April, 2026). Such gross proceeds will be renounced to the purchasers of the FT units and charity FT units with an effective date not later than Dec. 31, 2025, in the aggregate amount of not less than the total amount of gross proceeds raised from the issue of the FT shares.

As consideration for its services under the offering, Red Cloud received aggregate cash fees of $338,200.51, representing 6 per cent of the gross proceeds raised through the offering, with a reduced commission of 2.5 per cent for those offered securities sold to certain purchasers designated by the company (the president's list), advisory fees totalling $51,798.07 and 1,964,910 non-transferable common share purchase warrants, representing 6 per cent of the offered securities sold under the offering, with a reduced commission of 3 per cent for those offered securities sold to purchasers under the president's list. Each broker warrant is exercisable into one common share at the unit price at any time on or before Aug. 27, 2028. The broker warrants are subject to a hold period in accordance with applicable Canadian securities law, expiring four months and one day following the issue date, being Dec. 28, 2025.

The closing of the offering remains subject to the final approval of the TSX Venture Exchange.

Insiders of the company participated in the offering through the purchase of 5,112,200 units and 706,100 FT units. The issuance of offered securities to insiders is considered a related-party transaction within the meaning of Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions). The company is relying on exemptions from the formal valuation requirements of MI 61-101 pursuant to Section 5.5(a) and the minority shareholder approval requirements of MI 61-101 pursuant to Section 5.7(1)(a) in respect of such insider participation as the fair market value of the transaction, insofar as it involves interested parties, does not exceed 25 per cent of the company's market capitalization.

About Spanish Mountain Gold Ltd.

Spanish Mountain is focused on advancing its 100-per-cent-owned Spanish Mountain gold project toward construction of the next gold mine in the Cariboo gold corridor, British Columbia. On Aug. 18, 2025, the company filed a National Instrument 43-101 technical report on SEDAR+ that sets out the project's derisked and optimized preliminary economic assessment with an updated mineral resource estimate. It will continue to advance the project to position the company to make a construction decision in or before 2027. It is striving to be a leader in community and indigenous relations by leveraging technology and innovation to build the greenest gold mine in Canada. The relentless pursuit for better gold means seeking new ways to achieve optimal financial outcomes that are safer, minimize environmental impact and create meaningful sustainability for communities.

We seek Safe Harbor.