
South Pacific Metals Corp. (TSX-V: SPMC) (FSE: 6J00) is pleased to announce that it has closed its previously announced best-efforts private placement of units, led by BMO Capital Markets, for gross proceeds of C$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 C$0.54 per Unit. This includes proceeds from the full exercise of the 15% 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 C$0.90 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 TSXV mandated hold period. The Offering remains subject to a number of customary conditions, including the final approval of the TSXV.
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 (“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 December 8, 2025. Pursuant to the agency agreement, the Agents received a cash commission of $491,969.65 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. With an expansive 3,100 km² 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, SPMC’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 km 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.
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