GPM Metals Announces Closing of Private Placement

February 11, 2021 (Toronto, Ontario) GPM Metals Inc. (“GPM” or the “Company“) (TSXV:GPM ) announces that it has closed a non-brokered private placement (the “Offering“) pursuant to which it has issued an aggregate of 2,000,000 special warrants (“Special Warrants“) at a price of $0.05 per Special Warrant and 3,000,000 units (“Units”) at a price of $0.05 to raise gross aggregate proceeds of $250,000.00.

 

Each Unit consists of one common share of the Company (a “Share”) and one share purchase warrant (a “Warrant”), with each warrant entitling the holder thereof to acquire one additional share at an exercise price of $0.10 for a period of 60 months.

 

In connection with Offering, the Company paid a cash commission of $1,000.00 to an eligible registrant.

 

Rosseau Asset Management has purchased 2,000,000 Special Warrants in the Offering. Each Special Warrant will automatically convert into one Unit without any additional payment or action by the Holder on the date upon which the Company receives shareholder for Rosseau Asset Management and associates to become “control persons “ of the Company (within meaning of the regulations of the TSX Venture Exchange). The Company proposes to seek such shareholder approval at its next annual meeting of shareholders. In the event that such shareholder approval is not approved at the Company’s next annual shareholders meeting, the Special Warrants shall automatically convert into a loan repayable to Rosseau Asset Management on demand.

 

Insiders of the Company subscribed for an aggregate of 2,700,000 Units and 2,000,000 Special Warrants in the Offering. 

 

The insider participation will be considered to be related party transactions within the meaning of TSXV Policy 5.9 and Multilateral Instrument 61-101 (“MI 61-101“). The Company intends to rely 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.

 

All proceeds from the Offering shall be immediately to the Company and used for property interests and general corporate purposes.

 

All of the securities issued and issuable in the Offering are subject to a statutory hold period expiring on June 11, 2021.

 

The Offering remains subject to the receipt of applicable final regulatory approvals.

 

For further information please contact:

 

Dan Noone

Interim Chief Executive Officer,

GPM Metals Inc.

Suite 1101, 141 Adelaide Street West,

Toronto, Ontario M5H 3L5

Telephone: + 416 628 5904

Email: [email protected]

 

GPM Metals announces private placement

January 19, 2021 (Toronto, Ontario) GPM Metals Inc. (“GPM” or the “Company“) (TSX VENTURE:GPM ) announces a non-brokered private placement (the “Offering“) pursuant to which it will issue up to 5,000,000 units (“Units“) and/or special warrants (“Special Warrants“) at a price of $0.05 each to raise aggregate gross proceeds of up to $250,000.00

Each Unit will consist of one common share of the Company (a “Share“) and one share purchase warrant (a “Warrant“), with each Warrant entitling the holder thereof to acquire one additional Share at an exercise price of $0.10 for a period of 60 months.

Rosseau Asset Management has indicated that they will purchase 2,000,000 Units in the Offering. To the extent that such acquisition would result in the holdings of Rosseau Asset Management exceeding 20% or more of the outstanding Shares of the Company (as calculated on a partially diluted basis, assuming conversion of all convertible securities of the Company held by such persons), the number of Units to be purchased by Rosseau Asset Management will be reduced accordingly so as not to exceed such threshold, and the balance of the Rosseau Asset Management investment will be comprised of Special Warrants. Each Special Warrant will automatically convert into one Unit without any additional payment or action by the holder on the date upon which the Company receives shareholder approval for Rosseau Asset Management to become “control persons” of the Company (within the meaning of the regulations of the TSX Venture Exchange). The Company proposes to seek such shareholder approval at its next annual meeting of shareholders, by ordinary resolution of the disinterested shareholders. In the event that such shareholder approval is not approved at the Company’s next annual shareholders meeting, the Special Warrants shall automatically convert into a loan repayable to Rosseau Asset Management on demand.

All proceeds from the sale of both Units and Special Warrants pursuant to the Offering shall be immediately available to the Company.

Insiders of the Company may subscribe for up to 5,000,000 Units in the Offering (subject to adjustment to provide for the alternative issuance of Special Warrants as described above). 

The insider participation will be considered to be related party transactions within the meaning of TSXV Policy 5.9 and Multilateral Instrument 61-101 (“MI 61-101“). The Company intends to rely 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 Offering is currently scheduled to close on or about February 19, 2021 and remains subject to the receipt of all applicable regulatory approvals.

 

About GPM Metals Inc.

GPM Metals is a zinc focused exploration company  with offices in Toronto and Brisbane.

The Company’s current holdings include the district scale Walker Gossan Project, NT, Australia, a joint venture with Rio Tinto Exploration Pty Limited.

The Walker Gossan exploration properties have considerable potential to host significant zinc resources.

CONTACT INFORMATION

For information contact;

GPM Metals Inc.

Dan Noone, Interim CEO

Suite 1101-141 Adelaide Street West,

Toronto, Ontario,

M5H 3L5

Telephone : + 416-628-5904

[email protected]