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South Pacific Metals Corp. (TSXV: SPMC,OTC:SPMEF) (OTCQB: SPMEF) (FSE: 6J00) ("South Pacific Metals", "SPMC" or the "Company") is pleased to announce that it has entered into an agreement with a syndicate of agents led by BMO Capital Markets as sole bookrunner, along with Paradigm Capital Inc. and Velocity Capital Partners (together, the "Agents") to market on a best-efforts basis by way of a private placement, up to C$15 million of units (the "Offering") consisting of one common share and one common share purchase warrant ("Warrant") of the Company (a "Unit"), at an indicative price of C$0.83 per Unit (the "Issue Price").
Each Warrant will entitle the holder to acquire one common share from the Company at a price of C$1.40 per share for a period of 24 months following the Closing Date (as defined below). At any time following the 12-month anniversary of the closing of the Offering, if the closing price of the Common Shares exceeds $1.80 for 20 or more consecutive trading days, the Company may, within 20 days following such occurrence, deliver a notice to the holders thereof accelerating the expiry date of the Warrants to a date that is 30 days after the date of such notice.
The Company also granted the Agents an option, exercisable in whole or in part, at any time up to 48 hours prior to the Closing Date, to purchase, or arrange for the purchase of, up to an additional C$5 million of the Units (the "Additional Units") at the Issue Price and otherwise on the same terms and conditions as the Units.
The Company intends to use the net proceeds of the Offering to expand exploration activities and for general corporate purposes.
Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106 - Prospectus Exemptions ("NI 45-106"), the Units are being offered for sale to purchasers resident in all provinces of Canada, except for Quebec, and in such other jurisdictions as may be mutually agreed upon by the Agents and the Company. All securities issued in connection with the Offering will be subject to a statutory hold period of four months and one day following the date of issuance in accordance with applicable Canadian securities laws.
The Offering is expected to close on or about September 23, 2026 ("Closing Date") and is subject to South Pacific Metals receiving all necessary regulatory approvals, including the approval of the TSX Venture Exchange.
The securities offered have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold to, or for the account or benefit of, persons in the United States or U.S. persons (as such terms are defined in Regulation S under the U.S. Securities Act of 1933) absent registration or an applicable exemption from the registration requirements. This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the securities in any State in which such offer, solicitation or sale would be unlawful.
ABOUT South Pacific Metals Corp.
South Pacific Metals Corp. is an emerging gold-copper exploration company operating in the heart of Papua New Guinea's proven gold and copper production corridors. SPMC has four exploration properties:
1) Ontenu (Osena Project) – Bordering K92 to the southwest. Drilling underway on K92-style targets with drill hits including 8.0 m grading 8.95 g/t Au, 0.10% Cu and 16 g/t Ag and 12.2 m grading 4.93 g/t Au, 0.50% Cu and 55 g/t Ag (ONED26-009). All intervals are downhole lengths; true widths have not yet been determined.
2) Anga – Bordering K92 to the northeast, along strike from K92's Arakompa discovery; soils to 1,080 ppb Au, 3,397 ppm Cu and stream samples up to 281.8 g/t Au.
3) Kili Teke – 4.2 Moz AuEq* NI 43-101 Inferred Resource (effective 18 November 2022) of 237 Mt @ 0.34% Cu, 0.24 g/t Au and 168 ppm Mo; containing approximately 802 kt Cu, 1.81 Moz Au and 40 kt Mo.
4) May River – District-scale system beside Frieda River; high-grade drilling includes 19 m @ 11.47% Cu, 2.17 g/t Au and 109 m @ 1.53 g/t Au.
* Kili Teke Inferred Mineral Resource of 237 Mt @ 0.34% Cu, 0.24 g/t Au and 168 ppm Mo, for a total of 802 kt of Cu, 1.81 Moz of Au and 40 kt Mo, reported at a 0.2% Cu cut-off above 780 m RL. See the November 18, 2022 technical report for assumptions and estimation methodology. For indicative comparison, SPMC calculates the contained Au and Cu as approximately 4.2 Moz AuEq using US$3,300/oz Au and US$4.45/lb Cu and assumed equal recovery of Au and Cu. Molybdenum is excluded. This AuEq figure is not the basis of the Mineral Resource Estimate; it is drawn from the independent technical report dated November 18, 2022, prepared by Graeme J. Fleming, B.App.Sc., MAIG, available under the Company's profile on SEDAR+ at www.sedarplus.ca. Mineral resources that are not mineral reserves do not have demonstrated economic viability.
SPMC common shares are listed on the TSX Venture Exchange (TSXV: SPMC,OTC:SPMEF), the OTCQB Marketplace (OTCQB: SPMEF) and the Frankfurt Stock Exchange (FSE: 6J00).
For further information, please contact:
Michael Murphy, Executive Chairman
South Pacific Metals Corp.
Tel: +1-604-260-0309
Email: info@southpacificmetals.ca
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Disclaimer and Forward-Looking Information
Statements contained in this release that are not historical facts are forward-looking statements that involve various risks and uncertainty affecting the business of SPMC. In making the forward-looking statements, SPMC has applied certain assumptions that are based on information available to the Company, including SPMC's strategic plan for the near and mid-term. There is no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Forward-looking statements may involve various risks and uncertainties affecting the business of the Company.
These forward-looking statements can generally be identified as such because of the context of the statements, including such words as "believes," "anticipates," "expects," "plans", "may", "estimates", or words of a similar nature. Forward-looking statements or information in this news release relate to, among other things: the proposed use of proceeds of the Offering, the proposed Closing Date, and other details regarding the Offering. These forward-looking statements and information reflect the Company's current views with respect to future events and are necessarily based upon a number of assumptions that, while considered reasonable by the Company, are inherently subject to significant operational, business, economic, regulatory, or other unforeseen uncertainties and contingencies. These assumptions include, without limitation: the Company receiving all requisite approvals in connection with the Offering, including TSX Venture Exchange approval; the amount to be raised, the use of the net proceeds of the Offering as announced or at all, the satisfaction or waiver of the conditions of closing of the Offering and the completion of the Offering on the expected terms. The foregoing list of assumptions is not exhaustive. The Company cautions the reader that forward-looking statements and information involve known and unknown risks, uncertainties and other factors that may cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements or information contained in this news release and the Company has made assumptions and estimates based on or related to many of these factors. Accordingly, readers should not place undue reliance on forward-looking information. Such factors include the risks identified in the Company's filings with Canadian securities regulators on SEDAR+ (www.sedarplus.ca). Although the Company has attempted to identify important factors that could cause actual results to differ materially, there may be other factors that cause results not to be as anticipated, estimated, described, or intended. Investors are cautioned against undue reliance on forward-looking statements or information. These forward-looking statements are made as of the date hereof and, except as required under applicable securities legislation, the Company does not assume any obligation to update or revise them to reflect new events or circumstances.
