Mr. Michael Murphy reports
SOUTH PACIFIC METALS ANNOUNCES CLOSING OF C$9.2 MILLION MARKETED EQUITY OFFERING
South Pacific Metals Corp. has closed its previously announced best effort private placement of units, led by BMO Capital Markets, for gross proceeds of $9,199,494. Each unit consisted of one common share of the company and one-half of one common share purchase warrant of the company. Under the offering, a total of 17,036,100 units were issued at a price of 54 cents per unit. This includes proceeds from the full exercise of the 15-per-cent option granted to the agents (as defined below) to purchase an additional 2,222,100 units.
BMO Capital Markets acted as lead agent and sole bookrunner for a syndicate of agents, including Paradigm Capital Inc. and Velocity Trade Capital Ltd.
Each warrant entitles the holder to purchase one common share at a price of 90 cents per common share for a period of 24 months following the closing of the offering.
The company intends to use the net proceeds of the offering to expand exploration activities and for general corporate purposes. The units issued under the offering were issued pursuant to the listed issuer financing exemption under Part 5A of National Instrument 45-106 (Prospectus Exemptions) and are not subject to resale restrictions pursuant to applicable Canadian securities laws or the policies of the TSX Venture Exchange other than units issued to certain officers and directors of the company that are subject to a TSX Venture Exchange-mandated hold period. The offering remains subject to a number of customary conditions, including the final approval of the TSX-V.
The offering involved the issuance of 378,000 units (for a subscription amount of $204,120) to related parties (as such term is defined under Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions)) and therefore constitutes a related-party transaction under MI 61-101. This transaction is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 pursuant to sections 5.5(a) and 5.7(1)(a) of MI 61-101 as the fair market value of the securities to be distributed and the consideration to be received for the securities issued to related parties under the offering does not exceed 25 per cent of the company's market capitalization.
The offering was conducted pursuant to an agency agreement between the company and the agents dated Dec. 8, 2025. Pursuant to the agency agreement, the agents received a cash commission of $491,969.65 in connection with the offering.
About South Pacific Metals Corp.
South Pacific 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's 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 common shares are listed on the TSX Venture Exchange and the Frankfurt Stock Exchange.
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