Vancouver, British Columbia--(Newsfile Corp. - March 10, 2026) - Spark Energy Minerals Inc. (CSE: SPRK) (OTC Pink: SPARF) (FSE: 8PC) ("Spark" or the "Company"), is pleased to announce that further to its news releases dated February 26, 2026 and February 27, 2026, the Company has further upsized and closed its previously announced non-brokered private placement (the "Private Placement") of units of the Company (each, a "Unit") at an issue price of $0.06 per Unit. Due to strong investor demand, the Private Placement was increased from 9,166,666 Units to the issuance of 9,666,000 Units for gross proceeds of $579,960.
Each Unit consists of one common share in the capital of the Company (each, a "Share") and one common share purchase warrant of the Company (each, a "Warrant"). Each Warrant entitles the holder to purchase one Share for a period of three years from the date of issue at an exercise price of $0.07.
The net proceeds of the Private Placement will be used to advance exploration work at the Arapaima Project in Brazil's Lithium Valley and general working capital.
All securities issued 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. No finder's fees were payable in connection with the Private Placement.
None of the securities issued under the Private Placement have been and will not be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States, or to, or for the account or benefit of, U.S. persons or persons in the United States, absent registration or an applicable exemption from the registration requirements. This news 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 in the United States or any jurisdiction in which such offer, solicitation or sale would be unlawful.
As a result of the Private Placement, Wealins S.A. ("Wealins") acquired 7,500,000 Units for $0.06 per Unit or a total consideration of $450,000 and is an "insider" of the Company as defined under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). Prior to the Private Placement, Wealins beneficially owned and controlled 10,000,000 Shares and 10,000,000 Warrants representing approximately 5.32% of the outstanding Shares on a non-diluted basis and 10.11% on a partially diluted basis assuming the exercise of such Warrants. Following the completion of the Private Placement, Wealins beneficially owns and controls 17,500,000 Shares and 17,500,000 Warrants representing approximately 8.86% of the outstanding Shares on a non-diluted basis and 16.28% on a partially-diluted basis assuming the exercise of such Warrants.
The Units were acquired by Wealins for investment purposes. Wealins has a long-term view of the investment and may acquire additional securities of the Company including on the open market or through private acquisitions or sell securities of the Company including on the open market or through private dispositions in the future depending on market conditions, reformulation of plans and/or other relevant factors.
The participation by Wealins is considered a related party transaction within the meaning of MI 61-101. The Company has relied on exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of the securities issued to Wealins nor the consideration for such securities will exceed 25% of the Company's market capitalization.
A copy of Wealins's early warning report will appear on the Company's profile on SEDAR+ and may also be obtained by calling Wealins's office at +352 43 74 35 200 (12 Rue Léon Laval, 3372 Leudelange, Luxembourg).
Warrant Incentive Program Clarification
The Company would also like to issue a correction to its news release dated February 24, 2026, to clarify that it received aggregate proceeds of $1,801,465.35 from the exercise of 36,029,307 common share purchase warrants in connection with the Company's previously announced warrant incentive program (the "Incentive Program").
Each warrant was exercised at a price of $0.05. Upon exercise of the warrants in accordance with the Incentive Program, the Company issued a total of 36,029,307 common shares and 36,029,307 incentive warrants (the "Incentive Warrants"). Each Incentive Warrant entitles the holder thereof to purchase one common share of the Company for a period of 1 year from the date of issuance, at a price of $0.06 per share.
About Spark Energy Minerals Inc.
Spark Energy Minerals Inc. is a Canadian company advancing the exploration and development of critical minerals essential to the clean-energy transition. The Company's primary focus is Brazil, where it controls a significant land position within the country's emerging Lithium Valley - a region recognized for its lithium, gallium, and rare-earth potential. Spark's flagship Arapaima Project spans approximately 91,900 hectares and hosts multiple targets for lithium and gallium-REE mineralization. Through systematic exploration, Spark aims to help strengthen the secure and sustainable supply of minerals that power electrification, renewable energy, and modern technologies. The Company is committed to responsible exploration practices and supporting Brazil's development of a transparent, sustainable critical-minerals supply chain.
FOR ADDITIONAL INFORMATION, PLEASE CONTACT:
Spark Energy Minerals Inc.
Attn: Dr. Fernando Tallarico, Chief Executive Officer
Email: connect@sparkminerals.co | Tel: +1-877-272-9226
Website: www.sparkminerals.co
Forward Looking Statements
This release includes certain statements and information that may constitute forward-looking information within the meaning of applicable Canadian and United States securities laws. Forward-looking statements relate to future events or future performance and reflect the expectations or beliefs of management of the Company regarding future events. Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as "intends" or "anticipates", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would" or "occur". This information and these statements, referred to herein as "forward-looking statements", are not historical facts, are made as of the date of this news release and include without limitation, statements regarding discussions of future plans, estimates and forecasts and statements as to management's expectations and intentions with respect to, among other things, the intended use of proceeds raised under the Private Placement.
These forward-looking statements involve numerous risks and uncertainties, and actual results might differ materially from results suggested in any forward-looking statements. These risks and uncertainties include, among other things, the inability of the Company to utilize the proceeds of the Private Placement as anticipated.
In making the forward-looking statements in this news release, the Company has applied several material assumptions, including without limitation, that the Company will use the proceeds of the Private Placement as currently anticipated.
Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. Readers are cautioned that reliance on such information may not be appropriate for other purposes. The Company does not undertake to update any forward-looking statement, forward-looking information or financial out-look that are incorporated by reference herein, except in accordance with applicable securities laws. We seek safe harbor.
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Source: Spark Energy Minerals Inc.
