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(TheNewswire)
VANCOUVER, BRITISH COLUMBIA, August 26, 2025 TheNewswire - Prisma Exploration Inc. (CSE: PMS) ("Prisma" or the "Company") is pleased to announce that it has closed its non-brokered private placement previously announced on August 8, 2025 and August 11, 2025 (the " Offering "), raising aggregate gross proceeds of $1,200,000 via the issuance of 4,000,000 units (each, a " Unit ") of the Company at a purchase price of $0.30 per Unit. Each Unit consists of one common share of the Company and one-half of one common share purchase warrant (each whole warrant, a " Warrant "). Each Warrant will entitle the holder to purchase one common share (a " Warrant Share ") of the Company at a purchase price of $0.50 per Warrant Share for a period of two years from the closing date of the Offering.
The proceeds of the Offering will be used for general working capital purposes. The Company paid aggregate finder's fees of $63,600 in cash, and issued 212,000 finder's warrants (each, a " Finder's Warrant ") to certain arm's length finders. Each Finder's Warrant will entitle the holder to purchase one common share (a " Finder's Share ") of the Company at a purchase price of $0.50 per Finder's Share for a period of two years from the closing date of the Offering. The Offering remains subject to the acceptance of the Canadian Securities Exchange. The securities issued pursuant to the Offering will be subject to a four-month hold period in accordance with applicable securities laws and the rules of the Exchange.
The participation of Clariden Capital Ltd., a company owned by J. Campell Smyth, Chairman and a director of the Company, in the Offering constitutes a related party transaction pursuant to Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions (" MI 61-101 "). The Company is exempt from the requirements to obtain a formal valuation and minority shareholder approval in connection with the participation of the related party in the Offering in reliance on the exemptions contained in sections 5.5(b) and 5.7(1)(a) of MI 61-101, respectively. The Offering was unanimously approved by the board of directors of the Company, with J. Campbell Smyth declaring and abstaining from voting on the resolutions approving the Offering with respect to his participation in 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 to buy any securities in any jurisdiction.
On behalf of Prisma Exploration Inc.
"Jesse Hahn"
Jesse Hahn CEO, & Director
For more information, please contact the Company at 604.428.7050.
Cautionary Note Regarding Forward Looking Statements
This news release contains certain forward-looking statements, including statements regarding the Offering; the Company's ability to complete the Offering and receive acceptance from the Exchange to the completion of the Offering; and the business and anticipated financial performance of the Company. These statements are subject to a number of risks and uncertainties. Actual results may differ materially from results contemplated by the forward-looking statements. Factors that could cause actual results to differ materially from those in forward-looking statements include the Company does not complete all or any part of the Offering; the Company does not receive regulatory acceptance to the Offering and general economic conditions. Accordingly the actual events may differ martially from those projected in the forward-looking statements. When relying on forward-looking statements to make decisions, investors and others should carefully consider the foregoing factors and other uncertainties and should not place undue reliance on such forward-looking statements. The Company does not undertake to update any forward looking statements, oral or written, made by itself or on its behalf, unless otherwise required pursuant to applicable laws.
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