Mr. Alain Lambert reports
PRISMO METALS ANNOUNCES CLOSING OF UPSIZED PRIVATE PLACEMENT SILVER KING EXPLORATION TO BEGIN IN JULY
Further to the news release dated July 3, 2025, Prismo Metals Inc. has upsized and closed its previously announced non-brokered private placement of units of the company at an issue price of five cents per unit. Due to strong investor demand, the private placement was increased from five million units to the issuance of
11.5 million units for gross proceeds of $575,000.
Each unit consists of one common share of the company and one-half of one common share purchase warrant of the company. Each warrant entitles the holder to purchase one share for a period of 24 months from the date of issue at an exercise price of 10 cents.
The company further announces that it intends to complete a second closing of the private placement through the issuance of up to two million additional units at an issue price of five cents per unit for additional gross proceeds of up to $100,000. The company intends to use the proceeds from the second closing for general corporate purposes.
"The upsizing of the private placement reflects investors' interest in our recently optioned silver projects in Arizona, the historical high-grade Silver King and Ripsey mines," said Alain Lambert, chief executive officer. "Our chief exploration officer, Dr. Craig Gibson, has already put in place a comprehensive first-year exploration plan at Silver King, which includes a phase 1 drill program of a minimum of 1,000 metres."
Dr. Craig Gibson said: "We are about to begin a detailed mapping and sampling program at both projects at surface exposures and in accessible underground workings. A drill program is planned for Silver King, with about 1,000 metres initially. The Silver King drill program is designed to test the mineralized body at four elevations, as well as lateral to the pipelike body. Dewatering of the Silver King shaft to gain access to the upper levels may also be undertaken as submersible pumps are in place."
The company intends to use the proceeds from the private placement for exploration activities at its recently optioned historical Silver King and Ripsey silver mines in Arizona and for general corporate purposes. There may be circumstances, however, where, for sound business reasons, a reallocation of funds may be necessary. Additionally, the company issued 150,724
shares at an issue price of five cents to an arm's-length creditor in full and final settlement of accrued and outstanding indebtedness in the amount of $7,536.20.
In connection with the closing of the private placement, the company issued an aggregate of
231,000
finders' warrants and paid finders' commissions of $11,550
to certain qualified finders. Each finder's warrant is exercisable for a period of 24 months from the date of issuance to purchase one share at a price of 10 cents.
All securities issued or issuable in connection with the private placement and the second closing are subject to a four-month hold period from the closing date under applicable Canadian securities
laws, in addition to such other restrictions as may apply under applicable securities laws of jurisdictions outside of Canada.
Multilateral Instrument 61-101
The company has issued an aggregate of
1.41 million units pursuant to the private placement to certain related parties of the company in each case constituting, to that extent, a related-party transaction as defined under Multilateral Instrument 61-101 (Protection of Minority Securityholders in Special Transactions). The company is exempt from the requirements to obtain a formal valuation and minority shareholder approval in connection with the participation of the interested parties in the private placement in reliance on sections 5.5(a) and 5.7(1)(a) of MI 61-101, as neither the fair market value of the private placement, nor the securities issued in connection therewith, insofar as the private placement involves the interested parties, exceed 25 per cent of the company's market capitalization. The company did not file a material change report more than 21 days before the expected closing of the private placement as the details of the private placement and the participation therein by the interested parties therein were not settled until recently, and the company wishes to close on an expedited basis for sound business reasons.
Qualified person
All scientific and technical information in this news release has been reviewed and approved by Dr. Craig Gibson, chief exploration officer of the company, PhD, CPG, and a qualified person for the purposes of National Instrument 43-101.
Other than the sampling conducted by Dr. Gibson as indicated herein, the data presented in this press release were obtained from public sources, should be considered incomplete and are not qualified under NI 43-101, but are believed to be accurate. The company has not verified the historical data presented, and they cannot be relied upon, and they are being used solely to aid in exploration plans.
About Prismo Metals Inc.
Prismo is mining exploration company focused on three silver projects (Palos Verdes, Silver King and Ripsey) and a copper
project in Arizona (Hot Breccia).
We seek Safe Harbor.
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