Original News Release
Prismo Metals closes $1.74-million private placement
Mr. Alain Lambert reports
PRISMO METALS ANNOUNCES CLOSING OF UPSIZED PRIVATE PLACEMENT
Further to Prismo Metals Inc.'s news release dated Oct. 20, 2025, the company has upsized and closed its previously announced non-brokered private placement of units of the company at an issue price of 10 cents per unit. Due to strong investor demand, the private placement was increased from 12.5 million units to the issuance of 17.45 million units for gross proceeds of $1,745,000.
The company also announced it has amended the terms of the warrants forming part of the units. As announced in the initial news release, each unit was to consist of one common share of the company and one-half of one common share purchase warrant of the company. Each warrant was to entitle the holder to purchase one share for a period of 36 months from the date of issuance at an exercise price of 17.5 cents, subject to an acceleration expiry clause, whereby, if the shares closed at or above 25 cents for 10 consecutive trading days on the Canadian Securities Exchange, the company would have the right to accelerate the expiry date of the warrants by issuing a news release announcing the accelerated warrant term, pursuant to which the warrants would expire on the 30th calendar day after the date of such news release. As a result of the amendment, each issued unit now consists of one share and one full warrant, with each warrant entitling the holder to purchase one share for a period of 36 months from the date of issuance at an exercise price of 17.5 cents, without the acceleration clause.
The company intends to use the net proceeds from the private placement primarily for drilling at its Silver King project and for general corporate purposes.
There may be circumstances, however, where, for sound business reasons, a reallocation of funds may be necessary. The company expects to accept additional subscriptions of units in the coming days for an approximate amount of $125,000.
In connection with the closing of the private placement, the company issued an aggregate of 919,960 finder warrants and paid finders' commissions of $ 92,398 to certain qualified finders. Each finder warrant is exercisable for a period of 24 months from the date of issuance to purchase one share at a price of 10 cents. In addition, the company paid a cash fee of $15,000 to a financial adviser.
All securities issued or issuable in connection with the private placement are subject to a four-month hold period from the closing date under applicable Canadian securities laws, in addition to such other restrictions as may apply under applicable securities laws of jurisdictions outside Canada.
Multilateral Instrument 61-101
The company has issued an aggregate of 303,275 units pursuant to the private placement to certain related parties of the company, in each case constituting, to that extent, a related party transaction as defined under MI 61-101, Protection of Minority Security Holders in Special Transactions. The company is exempt from the requirements to obtain a formal valuation and minority shareholder approval in connection with the participation of the interested parties in the private placement in reliance on sections 5.5(a) and 5.7(1)(a) of MI 61-101 as neither the fair market value of the private placement nor the securities issued in connection therewith, insofar as the private placement involves the interested parties, exceeds 25 per cent of the company's market capitalization. The company did not file a material change report more than 21 days before the expected closing of the private placement as the details of the private placement and the participation therein by the interested parties therein were not settled until recently and the company wishes to close on an expedited basis for sound business reasons.
About Prismo Metals Inc.
Prismo is a mining exploration company focused on three silver projects (Palos Verdes, Silver King and Ripsey) and a copper project in Arizona (Hot Breccia).
We seek Safe Harbor.
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