South Pacific Metals Announces Closing of C$20 Million Marketed Equity Offering
South Pacific Metals Announces Closing of
C$20 Million Marketed Equity Offering
Not for distribution to U.S. news wire services or dissemination in the United States.
Vancouver, British Columbia--(Newsfile Corp. - September 23, 2026) -
South Pacific Metals Corp.
(TSXV: SPMC) (FSE: 6J00) ("
South Pacific Metals
", "
SPMC
" or the "
Company
") is pleased to
announce that it has closed its previously announced best-efforts private placement of units (the
"Offering"), led by BMO Capital Markets, for gross proceeds of C$20,008,810. Each unit (a "
Unit
")
consisted of one common share of the Company (a "
Common Share
") and one common share
purchase warrant ("
Warrant
") of the Company. Under the Offering, a total of 24,107,000 Units were
issued at a price of C$0.83 per Unit. This includes proceeds from the full exercise of the option granted
to the Agents (as defined below) to purchase an additional 6,027,000 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. (the "
Agents
").
Each Warrant entitles the holder to purchase one Common Share at a price of C$1.40 per Common
Share for a period of 24 months following the closing of the Offering. At any time following the 12-month
anniversary of the closing of the Offering, if the closing price of the Common Shares on the TSX Venture
Exchange ("
TSXV
") exceeds C$1.80 for 20 or more consecutive trading days, the Company may 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 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 applicable
exemptions under Canadian securities laws and are subject to a four month and one day hold period.
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 applicable
exemptions from prospectus requirements under Canadian securities laws and are subject to a hold
period expiring on January 24, 2027.
The Offering involved the issuance of 60,000 Units (for a subscription amount of $49,800) to a related
party (as such term is defined under Multilateral Instrument 61-101 -
Protection of Minority Security
Holders in Special Transactions
("
MI 61-101
")) 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% of the Company's market capitalization.
The Offering was conducted pursuant to an agency agreement between the Company and the Agents
dated September 23, 2026 (the "
Agency Agreement
"). Pursuant to the Agency Agreement, the Agents
received a cash commission of $1,200,528.60 in connection with the Offering.
The securities have not been registered under the U.S. Securities Act of 1933, as amended (the "
U.S.
Securities Act
"), or any U.S. state securities laws 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) absent registration under the U.S. Securities Act and all applicable U.S.
state securities laws or in compliance with an applicable exemption therefrom. 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 jurisdiction 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:
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.
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
.
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, 40
kt Mo.
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 237Mt @ 0.34% Cu, 0.24g/t Au and 168ppm Mo, for a total of 802kt of Cu, 1.81Moz of Au and 40kt
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; drawn from the independent technical report dated November 18, 2022, prepared by Graeme J. Fleming,
B.App.Sc., MAIG, and available under the Company's profile on SEDAR+ at
www.sedarplus.ca
.
SPMC common shares are listed on the TSX Venture Exchange (TSXV: SPMC), the OTCQB
Marketplace (OTCQB: SPMEF) and Frankfurt Stock Exchange (FSE: 6J00).
For further information please contact:
Michael Murphy, Executive Chairman
Tel: +1-604-260-0309
Email:
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.
Cautionary Note Regarding Forward-Looking Information
Statements contained in this release that are not historical facts are forward-looking statements that
involve various risks and uncertainties 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, 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 use of the net proceeds of the Offering. 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.
To view the source version of this press release, please visit
https://www.newsfilecorp.com/release/315629