Spark Energy Minerals Announces Closing of Private Placement

Executive Summary

• Spark Energy Minerals closed an upsized non‑brokered private placement of 9,666,000 units at $0.06 per unit, raising $579,960 in gross proceeds.
• The net proceeds will be used to advance exploration at the Arapaima Project in Brazil’s Lithium Valley and for general working capital.
• A correction was issued stating that the company previously received $1,801,465.35 from exercising 36,029,307 common share purchase warrants under its Incentive Program.

Key Details

• Private Placement Size & Pricing
• Units increased from 9,166,666 to 9,666,000 units.
• Issue price: $0.06 per unit.

• Gross proceeds: $579,960.

• Unit Composition

• Each unit = 1 common share + 1 common share purchase warrant.

• Warrants exercisable for three years at $0.07 per share.

• Use of Proceeds

• Advance exploration work on the Arapaima Project (Lithium Valley, Brazil).

• General working capital.

• Holding Period & Restrictions

• Four‑month hold period under Canadian securities laws.
• No finder's fees paid.

• Securities not registered in the U.S.; cannot be offered/sold to U.S. persons absent exemption.

• Related Party Transaction – Wealins S.A.

• Acquired 7,500,000 units for $0.06 per unit ($450,000).
• Prior holdings: 10,000,000 shares & 10,000,000 warrants (~5.32% non‑diluted, 10.11% partially diluted).
• Post‑placement holdings: 17,500,000 shares & 17,500,000 warrants (~8.86% non‑diluted, 16.28% partially diluted).

• Transaction qualifies as a related party transaction under MI 61‑101; exemptions applied because consideration < 25% of market cap.

• Warrant Incentive Program Clarification

• Aggregate proceeds received: $1,801,465.35 from exercise of 36,029,307 warrants at $0.05 each.
• Resulting issuance: 36,029,307 common shares and 36,029,307 incentive warrants.

• Incentive Warrants grant the holder the right to purchase one share for $0.06 per share within one year of issuance.

• Additional Information

• Early warning report from Wealins available on SEDAR+; contact details provided.

Notable Quotes

(No direct quotes were included in the release.)