Mr. Michael Murphy reports
SOUTH PACIFIC METALS ANNOUNCES MARKETED EQUITY OFFERING UP TO C$8 MILLION
South Pacific Metals Corp. has entered into an agreement with a syndicate of agents led by BMO Capital Markets to market, on a best efforts basis by way of a private placement, up to $8-million of units, each consisting of one common share and one-half of one common share purchase warrant of the company, at an indicative price of 54 cents per unit.
Each warrant will entitle the holder to acquire one common share from the company at a price of 90 cents per share for a period of 24 months following the closing date (as defined below).
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 15 per cent of the 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, the units are being offered for sale to purchasers resident in all provinces of Canada, except for Quebec, in reliance on the listed issuer financing exemption from the prospectus requirement available under Part 5A of NI 45-106, as amended by the Canadian Securities Administrators' Coordinated Blanket Order 45-935, Exemptions from Certain Conditions of the Listed Issuer Financing Exemption, and in such other jurisdictions as may be mutually agreed upon by the agents and the company. The securities offered under the listed issuer financing exemption will not be subject to a hold period in accordance with applicable Canadian securities laws.
The offering is expected to close on or about Dec. 8, 2025, and is subject to South Pacific Metals receiving all necessary regulatory approvals, including the approval of the TSX Venture Exchange.
There is an offering document related to the listed issuer financing exemption that can be accessed under the company's profile on SEDAR+ and the company's website. Prospective investors should read this offering document before making an investment decision.
About South Pacific Metals Corp.
South Pacific Metals is an emerging gold-copper exploration company operating in the heart of Papua New Guinea's proven gold and copper production corridors. With an expansive 3,100-square-kilometre land package and four transformative gold-copper projects contiguous with major producers K92 Mining, PanAust and neighbouring Barrick/Zijin, new leadership and experienced in-country teams are prioritizing thoughtful and rigorous technical programs focused on boots-on-the-ground exploration to prioritize discovery across its portfolio projects: Anga, Osena, Kili Teke and May River.
Immediately flanking K92 Mining's active drilling and gold producing operations to the northeast and southwest, South Pacific Metals' Anga and Osena projects are located within the high-grade Kainantu gold district -- each having the potential to host similar-style lode-gold and porphyry copper-gold mineralization as that present within K92's tenements. Kili Teke is an advanced exploration project situated only 40 kilometres from the world-class Porgera gold mine and hosts an existing inferred mineral resource with multiple opportunities for expansion and further discovery. The May River project is located adjacent to the world-renowned Frieda River copper-gold project, with historical drilling indicating potential for a significant, untapped gold mineralized system. South Pacific Metals common shares are listed on the TSX Venture Exchange and Frankfurt Stock Exchange.
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