Vancouver, British Columbia--(Newsfile Corp. - April 14, 2025) - Spark Energy Minerals Inc. (CSE: SPRK) (OTC Pink: SPARF) (FSE: 8PC) ("Spark Energy" or the "Company") is pleased to announce a non-brokered private placement financing of up to 31,250,000 units of the Company (the "Units") at a price of $0.072 per Unit for aggregate gross proceeds of up to $2,250,000.00 (the "Offering").
A portion of the Units to be issued under the Offering, representing $1,690,000 will be held pursuant to a sharing agreement entered into with an institutional investor, Sorbie Bornholm LP ("Sorbie") and the Company (the "Sharing Agreement"). The Sharing Agreement provides that the Company's economic interest will be determined in 12 monthly settlement tranches as measured against the Benchmark Price (as defined herein). If, at the time of settlement, the Settlement Price (determined monthly based on a volume-weighted average price for 20 trading days prior to the settlement date) (the "SettlementPrice") exceeds the benchmark price of $0.1182 (the "Benchmark Price"), the Company shall receive more than 100% of the monthly settlement due, on a pro-rata basis. There is no upper limit placed on the additional proceeds receivable by the Company as part of the monthly settlements. If, at the time of settlement, the Settlement Price is below the Benchmark Price of $0.1182, the Company will receive less than 100% of the monthly settlement due on a pro-rata basis. In no event will a decline in the Settlement Price of the Units result in an increase in the number of Units being issued to Sorbie.
The Company intends to use the net proceeds of the offering to continue to maximize its exploration program throughout its extensive flagship Arapaima Lithium Project in Minas Gerais, Brazil's Lithium Valley, and for general working capital requirements and other corporate purposes.
The Company will engage in further fundraising efforts in order to maximize investment in the Units and to attempt to fully subscribe the Offering.
Each Unit will be comprised of one common share in the capital of the Company (a "Common Share") and one-half of one Common Share purchase warrant (a "Warrant"). Each Warrant entitles the holder thereof to purchase one additional Common Share at a price of $0.14 per Common Share for a period of thirty-six months following the closing date of the Offering.
Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106 - Prospectus Exemptions ("NI45-106"), the Units will be offered for sale to purchasers resident in Canada, except Quebec, and/or other qualifying jurisdictions pursuant to the listed issuer financing exemption under Part 5A of NI 45-106 (the "ListedIssuerFinancingExemption"). Because the Offering is being completed pursuant to the Listed Issuer Financing Exemption, the securities issued in the Offering will not be subject to a hold period pursuant to applicable Canadian securities laws.
There is an offering document related to the Offering that can be accessed under the Company's profile at www.sedarplus.ca and on the Company's website at www.sparkenergyminerals.co. Prospective investors should read this offering document before making an investment decision.
The Units issued to Sorbie will be subject to the terms of an escrow agreement. The Company will receive $140,833.33 per month from the closing date of the Offering over the next 12 months. Sorbie will receive a corporate finance fee of $111,000, payable via the issuance of 1,541,667 Units on the terms noted above.
Eugene Hodgson, Chief Executive Officer of Spark commented: "We are very pleased to have secured this strategic investment from an international institutional investor, which we view as a strong vote of confidence in Spark Energy's long-term vision and growth potential. This financing provides us with the capital necessary to accelerate the exploration of our Arapaima Lithium project in Brazil's Lithium Valley and continue advancing our position in the global battery metals space."
Whitney Kofford, Managing Director of Sorbie commented: "We are pleased to announce our partnership with Spark Energy Minerals Inc. at such a crucial juncture in their growth. Our investment reflects confidence in Spark's leadership, vision, and the strategic importance of their Lithium exploration projects in Brazil. We are proud to provide Spark with the kind of flexible, supportive capital that helps unlock long-term value - not only for shareholders but for the critical global battery mineral supply chains."
The closing date of the Offering is expected to occur on or about April 30, 2025, or such earlier or later date or dates as the Company may determine, and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals, including approval from the Canadian Securities Exchange.
The securities of the Company have not been, and will not be, 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 in the United States absent registration or an available exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities referenced in this press release, in any jurisdiction in which such offer, solicitation or sale would be unlawful.
About Spark Energy Minerals Inc.
Spark Energy Minerals, Inc. is a Canadian company focused on the acquisition, exploration, and development of battery metals and mineral assets, with a particular emphasis on its substantial interests in Brazil. The Company's flagship project is the Arapaima Lithium project spanning 64,359 hectares in Brazil's renowned Lithium Valley, one of the most prolific mining regions in the world. This region is rapidly gaining global recognition for its vast deposits of lithium and rare earth minerals, positioning Brazil as a critical player in the global energy transition.
Sorbie Bornholm LP is a global investment firm that provides funding for ongoing business objectives to listed micro, small and mid-cap growth companies. We focus on public equity investments in companies that are looking to expand - and on management teams with a clear growth strategy. Our extensive experience allows us to invest in most industries - and to focus on providing supportive, longer-term capital that rewards company growth.
Since 2000, Sorbie Bornholm LP founder Greg Kofford has perfected the "Sorbie-Strategy", utilizing a Sharing Agreement that supports management and rewards growth. This unique approach has now been used in over 70 investments - with many of those resulting in the companies receiving more cash than the original offering proceeds, without having to issue any additional shares.
Sorbie Bornholm's core values drive who we are and how we invest. We are committed to developing long-term relationships with select listed public companies and their brokers & advisers. We focus on providing supportive, longer-term capital that rewards growth. We invest to make a difference, to become a valued partner and to be a shareholder of choice. It's important to us that we succeed together.
Forward-Looking Statement Disclaimer
Certain statements contained in this release may constitute "forward-looking statements" or "forward-looking information" (collectively "forward-looking information") as those terms are used in the Private Securities Litigation Reform Act of 1995 and similar Canadian laws. These statements relate to future events or future performance. The use of any of the words "could," "intend," "expect," "believe," "will," "projected," "estimated," "anticipates," and similar expressions and statements relating to matters that are not historical facts are intended to identify forward-looking information and are based on the Company's current belief or assumptions as to the outcome and timing of such future events. Actual future results may differ materially. In particular, this release contains forward-looking information relating to the business of the Company, the Property, financing and certain corporate changes. In addition, it should be noted that rock, soil and stream sediment samples are inherently selective samples and may not represent the true underlying mineralization. The forward-looking information contained in this release is made as of the date hereof, and the Company is not obligated to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable securities laws. Further information regarding the uncertainties and risks can be found in the disclosure documents filed by Spark Energy with the securities regulatory authorities, available at www.sedarplus.ca.
Neither the Canadian Securities Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this release.
