SG

NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR RELEASE TO U.S. NEWSWIRE SERVICES

SG Spirit Gold Inc. (TSX VENTURE:SG) ("SG Spirit Gold" or the "Company")
announces that, further to its news releases of December 13, 2011 and January
26, 2012, SG Spirit Gold has engaged a syndicate of agents co-led by NCP
Northland Capital Partners Inc. ("Northland") and Desjardins Securities Inc.
(together with the other members of the syndicate, the "Agents"), to place on a
"best efforts" basis by way of private placement, subscription receipts of the
Company (the "Subscription Receipts") at a price of $0.75 per Subscription
Receipt and flow-through subscription receipts of the Company (the "Flow-Through
Subscription Receipts") at a price of $0.85 per Flow-Through Subscription
Receipt. Aggregate gross proceeds from the sale of the Subscription Receipts and
the Flow-Through Subscription Receipts will be approximately $12,500,000, with a
maximum of $7,000,000 from the sale of Flow-Through Subscription Receipts (the
"Offering").


Following completion of the Offering and the Transaction (defined below), SG
Spirit Gold will be a fully financed, development and exploration base metals
company whose primary objective will be the consolidation and advancement of a
Buchans, Newfoundland centered base metal complex. SG Spirit Gold will have
multiple VMS deposits hosting National Instrument 43-101 ("NI 43-101") defined
resources and several advanced stage exploration projects, including the
development stage Lundberg project and advanced exploration stage Daniels Pond,
Tulks Hill and Bobby's Pond deposits. Upon completion of the Transaction, the
Company intends to change its name to "Regiment Zinc Corp." to properly reflect
its base metal focus. 


Offering Details

Upon satisfaction of certain conditions (the "Release Conditions"), including
the satisfaction or waiver of all conditions precedent (except for the payment
of consideration) with respect to the proposed sale by Buchans Minerals
Corporation to the Company of 100% of the Buchans Property and Tulks North
Property and proposed sale by Mountain Lake Resources Inc. to the Company of
100% interest in the Bobby's Pond base metals deposit (collectively, the
"Transaction"), each Subscription Receipt and Flow-Through Subscription Receipt
will entitle the holder to receive one unit of the Company (a "Unit") and one
flow-through common share of the Company, respectively, without the payment of
additional consideration and without further action. Each Unit will be comprised
of one common share of the Company (a "Share") and one-half of one
non-transferable common share purchase warrant of the Company (each whole
warrant, a "Warrant"). Each Warrant shall be exercisable into one additional
Share at a price of $1.25 for a period of 24 months from the closing date of the
Offering. 


The gross proceeds of the Offering (the "Escrowed Funds") will be held in escrow
on behalf of the subscribers by a Canadian trust company or other escrow agent
(the "Escrow Agent") acceptable to the Company and Northland and invested in
short term investment grade debt obligations as agreed to by the Company and
Northland. Upon the Release Conditions being met, the proceeds of the Offering
will be released to the Company. If the Release Conditions are not met on or
before April 15, 2012, then each holder of Subscription Receipts and
Flow-Through Subscription Receipts will be reimbursed the original subscription
price, plus such holder's pro-rata portion of any interest.


The net proceeds raised from the offering of Subscription Receipts will be used
by SG Spirit Gold to satisfy the payments due in connection with the
transaction, to finance pre-feasibility study and exploration expenditures on
the Buchans Property, Tulks North Property and Bobby's Pond base metals deposit
(the "Properties") and for general corporate purposes. The gross proceeds raised
from the offering of Flow Through Subscription Receipts will be used by SG
Spirit Gold for pre-feasibility study and exploration expenditures on the
Properties, which will constitute Canadian exploration expenditures (as defined
in the Income Tax Act (Canada)) and will be renounced for the 2012 taxation
year.


The Company will pay the Agents a cash commission equal to 6.0% of the gross
proceeds of the Offering. In addition, the Company will issue to the Agents
broker warrants entitling the holder to acquire up to that number of Shares as
is equal to 6.0% of the aggregate number of Subscription Receipts and
Flow-Through Subscription Receipts sold under the Offering at a price of $0.85
per Share for a period of 24 months following the closing date of the Offering.
The Agents' compensation is payable only upon the Release Conditions being
satisfied.


Full details of the Transaction will be included in the Management Information
Circular to be filed with the regulatory authorities and mailed to SG Spirit
Gold shareholders in accordance with applicable securities laws. It is
anticipated that a special meeting of shareholders of SG Spirit Gold to approve
the Transaction will be held in March 2012. The Transaction is being conducted
entirely at arm's length.


All securities issued will be subject to a four month hold period. The Offering
is subject to the approval of the TSX Venture Exchange.


The securities described herein 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, and accordingly, may not be offered or sold
within the United States except in compliance with the registration requirements
of the U.S. Securities Act and applicable state securities requirements or
pursuant to exemptions therefrom. This press release does not constitute an
offer to sell or a solicitation of an offer to buy any of the Company's
securities in the United States.


Completion of the Transaction is subject to a number of conditions, including
Exchange acceptance and disinterested shareholder approval. The Transaction
cannot close until the required shareholder approval is obtained. There can be
no assurance that the Transaction will be completed as proposed or at all.


Investors are cautioned that, except as disclosed in the Management Information
Circular to be prepared in connection with the Transaction, any information
released or received with respect to the Transaction may not be accurate or
complete and should not be relied upon. Trading in the securities of SG Spirit
Gold should be considered highly speculative.

The Exchange has in no way passed upon the merits of the proposed transaction
and has neither approved nor disapproved the contents of this press release.


About SG Spirit Gold:

SG Spirit Gold is a Vancouver based resource company in the business of
acquiring and advancing Canadian mineral properties prospective for precious
metals and base metals. The Company's management team and Board have extensive
experience and success in the resource industry. Upon completion of the
Transaction, the Company intends to change its name to Regiment Zinc Corp. to
properly reflect its base metal focus.


SG Spirit Gold is led by Forbes West, in association with Forbes & Manhattan.
Forbes West, formerly known as the Exploration Group, is a Vancouver-based
mining services company established by Mr. Mark Morabito. Forbes West provides
administrative, management, geological, regulatory, tax, corporate development
and investor relations services to mining companies throughout North America.
Forbes West specializes in identifying, funding, developing and managing
resource-based opportunities, with a special interest on the junior mining
sector. With an office that is fully Sarbanes-Oxley compliant, Forbes West is
vertically integrated with in-house geology, legal and corporate finance
departments. Forbes West is focused on enhancing value to its growing portfolio
of noteworthy public mining companies including SG Spirit Gold Inc., Alderon
Iron Ore Corp., Crosshair Energy Corporation, Excelsior Mining Corp, Logan
Resources Ltd. and Ridgemont Iron Ore Corp.


ON BEHALF OF THE SG BOARD

Adrian Bray, President & CEO

Cautionary Note Regarding Forward-Looking Statements

Information set forth in this news release may involve forward-looking
statements under applicable securities laws. Forward-looking statements are
statements that relate to future, not past, events. In this context,
forward-looking statements often address expected future business and financial
performance, and often contain words such as "anticipate", "believe", "plan",
"estimate", "expect", and "intend", statements that an action or event "may",
"might", "could", "should", or "will" be taken or occur, or other similar
expressions. All statements, other than statements of historical fact, included
herein including, without limitation; statements about the terms and completion
of the Transaction, the terms of the Offering, the use of proceeds from the
Offering, and the potential of the properties are forward-looking statements. By
their nature, forward-looking statements involve known and unknown risks,
uncertainties and other factors which may cause our actual results, performance
or achievements, or other future events, to be materially different from any
future results, performance or achievements expressed or implied by such
forward-looking statements. Such factors include, among others, the following
risks: the need for additional financing; operational risks associated with
mineral exploration; requirement to obtain shareholder approval; failure to
execute the Definitive Agreements; fluctuations in commodity prices; title
matters; environmental liability claims and insurance; reliance on key
personnel; the potential for conflicts of interest among certain officers,
directors or promoters with certain other projects; the absence of dividends;
competition; dilution; the volatility of our common share price and volume and
the additional risks identified in the management discussion and analysis
section of our interim and most recent annual financial statement or other
reports and filings with the Exchange and applicable Canadian securities
regulations. Forward-looking statements are made based on management's beliefs,
estimates and opinions on the date that statements are made and SG Spirit Gold
undertakes no obligation to update forward-looking statements if these beliefs,
estimates and opinions or other circumstances should change, except as required
by applicable securities laws. Investors are cautioned against attributing undue
certainty to forward-looking statements.

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