Spark Energy Minerals Announces Repricing of Certain Warrants

VANCOUVER, BC / ACCESSWIRE / September 20, 2023 / Spark Energy Minerals Inc., (“Spark” or the “Company” (CSE: EMIN) (Frankfurt: J8V) (OTC: MTEHD)), is pleased to announce the implementation of a warrant exercise incentive program (the “Program”) intended to encourage the exercise of up to 1,000,000 unlisted common share purchase warrants of the Company (the “Eligible Warrants”) which were issued as part of the Company’s private placements and closed on March 28, 2023.  The Warrants are currently exercisable for one common share of the Company (each a “Common Share”) at a price of $1.50 per Common Share, and expire March 28, 2025, at 5:00 p.m. (Vancouver time).

Summary Information about Warrant Incentive Program

Pursuant to the Program, the Company is offering an inducement to each holder of Eligible Warrants (“Warrant Holders”) that exercises Eligible Warrants during an early exercise period (the “Early Exercise Period”) consisting of the repricing of the existing Warrants to $0.25 per Common Share, and one additional common share purchase warrant (an “Incentive Warrant”).  Each Incentive Warrant entitles the Warrant Holder to purchase one additional Common Share until 5:00 p.m. (Vancouver time) on October 25, 2024 at a price of $0.30 per Common Share, provided however that if the closing price of the common shares is at a price equal to or greater than $0.50 for a period of 10 consecutive trading days, including days where no trading occurs, the Corporation will have the right to accelerate the expiry date of the Warrants by giving notice, via a news release, to the holders of the Warrants that the Warrants will expire on the date that is 30 days after the issuance of said news release. 

The Early Exercise Period will commence on  Friday, September 29, 2023 at 9:00 a.m. (Vancouver time) and will expire on Wednesday, October 25, 2023   at 5:00 p.m. (Vancouver time) (the “Early Exercise Expiry Date”).  The Incentive Warrants and any Common Shares issuable on the exercise thereof will be subject to a four-month hold period from the date of issuance of the Incentive Warrants pursuant to applicable Canadian securities laws.

Depending upon the number of Eligible Warrants exercised during the Early Exercise Period, the Company expects to:

• receive gross proceeds of up to $250,000;
• issue up to 1,000,000 Common Shares pursuant to the exercise of Eligible Warrants in accordance with the terms of the Eligible Warrants; and
• issue up to 1,000,000 Incentive Warrants to Warrant Holders pursuant to the exercise of the Eligible Warrants on or before the Early Exercise Expiry Date.

Warrant Holders who wish to participate in the Program will agree to exercise their Eligible Warrants and deliver the other necessary documents in consideration of the issuance by the Company of the Incentive Warrants.

The Program is subject to approval from the Canadian Securities Exchange (the “Exchange”) and is subject to the receipt of final approval of the Exchange.  There are no Eligible Warrants to be exercised by insiders of the Company.

Procedure for the Exercise of Warrants

Upon commencement of the Early Exercise Period, registered holders of Eligible Warrants may exercise their rights to acquire the Common Shares and Incentive Warrants.

All Eligible Warrants must be processed through the Company at the offices of the Company located at Suite 704 595 Howe St., Vancouver, British Columbia, V6C 2T5, Canada.

To exercise Eligible Warrants during the Early Exercise Period, until October 25, 2023 at 5:00 p.m. (Vancouver time), a Warrant Holder must:

1. Surrender the original Warrant Certificate(s) representing the Eligible Warrants to the Company by hand or courier at the address noted above. The Warrant Certificate(s) representing the Eligible Warrants must be submitted together with:

(a)        a duly completed and executed Subscription Form as attached to the Eligible Warrant Certificate, specifying the number of Eligible Warrants that the Warrant Holder intends to exercise; and

(b)        a certified cheque, bank draft or money order in Canadian dollars, payable to or to the order of “Spark Energy Minerals Inc.” in an amount equal to $0.25 multiplied by the number of Eligible Warrants that the Warrant Holder intends to exercise.

All Eligible Warrant Certificates surrendered for full exercise will be cancelled by the Company and will be of no further force or effect.

All Eligible Warrant Certificates surrendered together with a duly completed and executed Subscription Form, and payment of the applicable exercise price for the number of Eligible Warrants exercised will be deemed to be surrendered only upon personal delivery thereof to, or, if sent by mail or other means of transmission, upon actual receipt thereof by the Company.  Any use of the mail to transmit Eligible Warrant Certificates is at the risk of the Warrant Holder.  If such documents are to be mailed, it is recommended that registered mail, properly insured, be used with acknowledgement of receipt requested.

Fractional Shares

The Company will not be obligated to issue any fractional Common Shares, fractional Incentive Warrants or any cash or other consideration in lieu thereof upon the exchange of one or more Eligible Warrants.  If any fraction of a Common Share or Incentive Warrant would otherwise be issuable, the number of such securities so issued will be rounded down to the nearest whole number without compensation thereof.