SG Spirit Gold Announces Changes to the Proposed Transaction with Buchans Minerals and Mountain Lake

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 the Company has entered into an amended and restated definitive
agreement (the "Amended Buchans Agreement") with Buchans Minerals Corporation
("Buchans Minerals") that amends and restates the definitive agreement dated
January 24, 2012 between the Company and Buchans Minerals (the "Original
Agreement") with respect to the sale by Buchans Minerals of 100% of the Buchans
property, the Tulks North property and the Tulks Hill joint venture interest
(collectively, the "Buchans Property") to SG Spirit Gold (the "Transaction").
The Company has also amended the terms of the agreement dated January 24, 2012
with Mountain Lake Resources Inc. ("Mountain Lake") for the acquisition of the
Bobby's Pond property.


The Company also announces certain changes to the terms of the offering of
subscription receipts and flow-through subscription receipts by the Company to
finance the Transaction announced on February 6, 2012 (the "Offering"). In
addition, the Company announces that the special meeting of the shareholders of
SG Spirit Gold (the "Special Meeting") to approve the Transaction will be
postponed from April 11, 2012 to a later date to be agreed upon with Buchans
Minerals.


Summary of the Amended Agreements

The Amended Buchans Agreement includes a number of modifications to the terms of
the Transaction as set out in the Original Agreement and as previously disclosed
in the Company's news releases dated January 26, 2012 and February 6, 2012. The
changes to the Original Agreement that are reflected in the Amended Buchans
Agreement include the following:




--  SG Spirit Gold will be required to raise a minimum of $10.0 million in
    the financing to be completed by SG Spirit Gold as a condition precedent
    to the closing of the Transaction (the "Financing");
--  The deadline for the completion of the Financing by SG Spirit Gold is
    extended from March 28, 2012 to April 27, 2012;
--  Instead of a $2 million upfront cash payment, Buchans Minerals will
    receive a $1.0 million upfront cash payment (the "Upfront Payment") and
    a $1.0 million payment upon the commencement of commercial production on
    the Buchans Property;
--  The consolidation of the common shares of SG Spirit Gold to be completed
    prior to the closing of the Transaction will be on a 3:1 basis;
--  Buchans Minerals will still receive 50.0% of the issued and outstanding
    common shares of SG Spirit Gold on a non-diluted basis calculated
    immediately following the completion of the Financing, but will not
    receive any share purchase warrants from SG Spirit Gold;
--  Buchans Minerals will have the right to participate in the first equity
    financing of SG Spirit Gold following closing of the Transaction so as
    to increase its ownership in the capital of SG Spirit Gold to a maximum
    of 45.0% on a fully diluted basis;
--  The ownership interest that Buchans Minerals must maintain in order to
    retain 50% representation on the board of directors of SG Spirit Gold is
    reduced from 40% to 35%; and
--  The success fee to be paid by Buchans Minerals to NCP Northland Capital
    Partners Inc. ("NCP") in connection with the Transaction is reduced from
    5.0% to 3.5% of the Upfront Payment.



The agreement with Mountain Lake has been amended to reduce the size of the
required financing to $10 million. All other terms remain the same.


Summary of the Changes to the Offering

Changes to the terms of the offering as previously disclosed in the Company's
news release dated February 6, 2012 are as follows:




--  The subscription receipts of the Company (the "Subscription Receipts")
    will be offered at a price of $0.55 per Subscription Receipt and flow-
    through subscription receipts of the Company (the "Flow-Through
    Subscription Receipts") will be offered at a price of $0.60 per Flow-
    Through Subscription Receipt;
--  Each Subscription Receipt will comprise one common share and one-half of
    one common share purchase warrant of the Company (each whole warrant, a
    "Warrant");
--  Each Flow-Through Subscription Receipt will comprise one flow-through
    common share of the Company and one-half of one Warrant;
--  Each Warrant shall be exercisable into one additional common share of
    the Company at a price of $1.00 for a period of 24 months from the
    closing date of the Offering.



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 financing 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 Inc. 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.
SG Spirit Gold Inc. (TSXV:SG)
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