South Pacific Metals Appoints Alex Davidson to Its Board of Directors and Announces Private Placement Offering

Vancouver, December 11, 2024 - South Pacific Metals Corp. (TSXV: SPMC) (FSE: 6J00) ("SPMC" or the "Company") is pleased to announce the appointment of Alexander Davidson to the Company's Board of Directors. With over 40 years of experience designing, executing, and managing gold and base metal exploration and acquisition programs globally, Mr. Davidson is widely regarded as one of Canada's most accomplished exploration geologists.

Recognized for his leadership as Executive Vice President of Exploration and Corporate Development at Barrick Gold Corp., Mr. Davidson played a pivotal role in the company's success as it evolved from its North American base into the world's leading gold producer through a series of world-class discoveries and strategic mergers and acquisitions. In 2023, Mr. Davidson was inducted into the Canadian Mining Hall of Fame, further cementing his reputation as a respected and connected industry veteran.

Michael Murphy, Executive Chair of the Company, commented, "We are honored to welcome Alex to the Board of Directors, as he brings decades of global leadership and development experience to our table. His extensive knowledge about Kainantu's geological setting, combined with his proven ability to drive expansion and discovery, will be invaluable as we advance Anga and Osena - two of our most prospective properties adjacent to K92's operations. Alex's counsel and insights into corporate finance come at an opportunistic time, as drill planning is in its final stages."

Mr. Davidson shared his enthusiasm for joining SPMC's Board of Directors stating, "South Pacific Metals occupies a unique position in the Kainantu Gold District with significant geological potential, and in close proximity to K92's Arakompa and Maniape Discoveries. Exploration know-how is key to unlocking district-scale growth and I'm keen to collaborate with SPMC's leadership team, including newly-hired Exploration Manager Dean Williamson. Together, we'll work toward achieving significant milestones."

Mr. Davidson has been granted 250,000 share options of the Company in accordance with the Company's Omnibus Compensation Plan. The share options are exercisable at a price of C$0.51 per share for a period of five years from December 10, 2024 (the "Grant Date") and are subject to the policies of the TSX Venture Exchange ("TSX-V"). In addition, the share options are subject to vesting provisions, pursuant to which 50% of the share options vested on the Grant Date and the remaining 50% will vest on the one-year anniversary of the Grant Date.

Private Placement Financing

The Company also announces that it intends to undertake a non-brokered private placement offering of up to 8,333,334 units of the Company ("Units") at a price of C$0.48 per Unit for gross proceeds of up to C$4,000,000 (the "Offering"). Each Unit will consist of one (1) common share of the Company ("Share") and one-half (1/2) of one (1) Share purchase warrant, whereby each whole Share purchase warrant ("Warrant") will be exercisable at $0.90 into an additional Share for a period of 24 months from the date of issuance. If the volume weighted average trading price of the Shares on the TSX-V is equal to or greater than C$1.20 for a period of 10 consecutive days, the Company will have the right to accelerate the expiry date of the Warrants by providing notice that the Warrants will expire on the date that is not less than 10 days from the date such notice is provided by the Company to the warrant holders.

All securities to be issued in connection with the Offering will be subject to a four-month hold period in accordance with applicable securities legislation. Finder's fees may be applicable and the net proceeds of the Offering will be used to carry out exploration work on the Company's properties in Papua New Guinea and for general administrative and working capital purposes. The Offering is subject to regulatory approval, including acceptance by the TSX-V.

The securities described herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws, and may not be offered or sold within the United States except in compliance with the registration requirements of the U.S. Securities Act and applicable state securities laws or pursuant to available exemptions therefrom. This release does not constitute an offer to sell or a solicitation of an offer to buy any securities in the United States.

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'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. SPMC common shares are listed on the TSX Venture Exchange (TSXV: SPMC), the OTCQB Marketplace, and Frankfurt Stock Exchange (FSE: 6J00).

Neither the TSX-V nor its Regulation Services Provider (as that term is defined in the policies of the TSX-V) accepts responsibility for the adequacy or accuracy of this release.

Disclaimer and Forward-Looking Information

This news release contains certain "forward-looking information" and "forward-looking statements" (collectively, "forward-looking statements") within the meaning of applicable securities legislation. All statements, other than statements of historical fact included herein, including without limitation, statements relating the future operations and activities of SPMC, are forward-looking statements. Forward-looking statements are frequently, but not always, identified by words such as "expects", "anticipates", "believes", "intends", "estimates", "potential", "possible", and similar expressions, or statements that events, conditions, or results "will", "may", "could", or "should" occur or be achieved. Forward-looking statements in this news release relate to, among other things, statements in respect of the size and use of proceeds of the Offering, and the timing and ability of the Company to close the Offering, including obtaining approval of the Offering from the TSX-V. There can be no assurance that such statements will prove to be accurate, and actual results and future events could differ materially from those anticipated in such statements. Forward-looking statements reflect the beliefs, opinions and projections on the date the statements are made and are based upon a number of assumptions and estimates that, while considered reasonable by SPMC, are inherently subject to significant business, economic, competitive, political and social uncertainties and contingencies. Many factors, both known and unknown, could cause actual results, performance or achievements to be materially different from the results, performance or achievements that are or may be expressed or implied by such forward-looking statements and the parties have made assumptions and estimates based on or related to many of these factors. Such factors include, without limitation, the ability to complete the Offering on the terms proposed and the ability to obtain necessary approvals, including the approval of the TSX-V, proposed exploration work, the results of exploration, continued availability of capital, and changes in general economic, market and business conditions. Readers should not place undue reliance on the forward-looking statements and information contained in this news release concerning these items. SPMC does not assume any obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change, except as required by applicable securities laws.

//NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES//

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/233319