Spark Energy Announces Closing of Second and Final Tranche of Private Placement

Vancouver, May 20, 2025 - Spark Energy Minerals Inc. (CSE: SPRK) (OTC Pink: SPARF) (FSE: 8PC) ("Spark Energy" or the "Company") is pleased to announced it has closed the final tranche of the non-brokered private placement financing of up to 32,654,863 units of the Company (the "Private Placement") as previously announced in its press release dated April 14, 2025 (the "Initial Press Release") and upsized on May 16, 2025 as announced by the Company. Any words capitalized but undefined herein shall have the meaning ascribed to such capitalized term in the Initial Press Release.

The second and final tranche closing of the Private Placement consisted of the issuance of an aggregate of 5,018,751 Units at a price of $0.072 per Unit. Each Unit consists of one common share ("Common Share") in the capital of the Company and one half of one common share purchase warrant ("Warrant"). Each whole Warrant will entitle the holder thereof to acquire one additional Common Share in the capital of the Company at a price of $0.14 for a period of 36 months from the closing of the second tranche of the Private Placement. 4,139,584 Units or $298,050 of the total Units issued under the second and final tranche of the Private Placement represented debt settlements by the Company of bona fide debt incurred under consulting and services agreements.

The Private Placement was subscribed at a rate of 100% of the maximum amount allowed per the Offering Document and oversubscribed from the originally announced maximum of 31,250,000 Units at a rate of 104.5%.

2,056,250 Units were subscribed for by insiders of the Company, representing 40.97% of the Units issued on this tranche's closing and 6.29% of the total 32,654,863 Units issued pursuant to the Private Placement. The Company has relied on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(a) of MI 61-101 in respect of such insider participation.

The Company relied on the listed issuer financing exemption under Part 5A of National Instrument 45-106 - Prospectus Exemptions in connection with the distribution of all 5,018,751 free trading Common Shares under tranche two of the Private Placement for proceeds of $361,350. The Company did not pay any finder's fees in connection with the Private Placement. There is an offering document related to the Private Placement 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 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 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.

Forward-Looking Statement Disclaimer

Certain statements included in this press release constitute forward-looking statements or forward-looking information. Forward-looking statements or information can be identified by terminology such as "anticipate", "believe", "expect", "plan", "intend", "estimate", "propose", "budget", "should", "project", "may be", or similar words (including negative or grammatical variations) suggesting future outcomes or expectations. In particular, forward-looking statements and information contained in this press release, include, but are not limited to: the use of the net proceeds of the Private Placement; the terms of the Private Placement; and the receipt of regulatory, stock exchange and other required approvals in connection with the Private Placement. Although the Company believes that the expectations implied in such forward-looking statements or information are reasonable, undue reliance should not be placed on these forward-looking statements or information because the Company can give no assurance that such statements or information will prove to be correct. Forward-looking statements or information are based on current expectations, estimates and projections that involve a number of assumptions about the future and uncertainties, including the receipt of required regulatory approvals; current forecasts and anticipated utilization rates; the availability of debt and equity financing; and the level of competition in the marketplaces and industries in which the Company operates. Although management of the Company believes these expectations and assumptions reflected in these forward-looking statements or information to be reasonable, there can be no assurance that any forward-looking statements or information will be proved to be correct, and actual results may differ materially from those anticipated in such statements or information. For this purpose, any statements or information contained herein that are not statements or information of historical fact may be deemed to be forward-looking statements or information and readers should not place undue reliance on such forward-looking statements or information. The forward-looking statements or information contained in this press release are made as of the date hereof and the Company assumes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new contrary information, future events or any other reason, unless the Company is required by any applicable securities laws. The forward-looking statements or information contained in this press release are expressly qualified by this cautionary statement. 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.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/252861