GPM METALS INC. ANNOUNCES CANCELLATION OF STOCK OPTIONS

TORONTO, January 13, 2015 – GPM Metals Inc. (“GPM” or  the   “Company“) (TSXV:GPM),

The Company announces that it has cancelled 2,875,000 incentive

stock options previously granted to directors, officers, consultants

and employees of the Company. 2,625,000 options had an exercise

price of $0.36 and an expiry date of January 28, 2016 and 250,000

options had an exercise price of $0.48 and an expiry date of April

28, 2016.

For further information contact:

 

GPM Metals Inc.

Suite 301

141 Adelaide Street West

Toronto, Ontario M5H 3L5

Attn: J. Patrick Sheridan

Tel: (416) 628-5904

Fax: (416) 628-6835

E-mail: [email protected]

Neither the TSX Venture Exchange nor its Regulation Services Provider accepts responsibility for the adequacy or accuracy of this release

 

GPM METALS INC. ANNOUNCES FILING OF INITIAL TECHNICAL REPORT FOR THE WALKER GOSSAN LEAD-ZINC-SILVER PROJECT, NORTHERN TERRITORY, AUSTRALIA

TORONTO, October 1, 2014: GPM METALS INC. (TSXV:GPM) (the “Company”) announces the filing of the initial technical report for the Company’s Walker Gossan Project in Northern Territory, Australia entitled “Technical Report on the Walker Gossan Project in Arnhem Land, Northern Territory, Australia” dated effective September 16, 2014 (the “Technical Report”).

The Technical Report was prepared by Mr. David G. Jones (BSc., MSc., FAusIMM, FAIG); a “Qualified Person” as defined in National Instrument 43-101.

A copy of the Technical Report is available under the Company’s profile on www.sedar.com  and on the Company’s web site at www.gpmmetals.ca

The Company has the right to acquire up to a 75% interest in the Walker Gossan Project pursuant to an Earn-in / Joint Venture Agreement with Rio Tinto Exploration Pty Limited.  The Company’s wholly owned Australian subsidiary (DPG Resources Australia Pty Limited) is the project operator.

DESCRIPTION OF PROPERTY

The 166,000 hectare Walker Gossan project is located within the Walker Trough, a package of Middle Proterozoic carbonate sediments, situated in Arnhem Land in the Northern Territory of Australia.

Geographical maps and geological setting illustrations are available on the Company’s web site.http://www.gpmmetals.ca/australia/

The primary area of interest is the Walker Gossan. Gossanous outcrops with highly anomalous lead values were discovered by CRA – Conzinc RioTinto of Australia (predecessor to Rio Tinto Limited) in 1970 and a tenement application was made to the Government of the Northern Territory in 1972. An agreement under the Aboriginal Land Rights Act is required prior to grant of the tenement. To date the area has been held under tenement application and no exploration has been undertaken within the 40 years which have followed the discovery of the gossan.

The Walker Trough is part of an extensive Middle Proterozoic carbonate sequence which occurs from South of Mount Isa through to Darwin over an area of approximately 600,000 square kilometres which hosts one of the great metallogenic belts of the world.

The region includes a number of major silver, lead, zinc and copper deposits. These include the Mount Isa, George Fisher and MacArthur River mines owned by Xstrata; the Cannington Silver Mine,  regarded as the largest silver mine in the world, owned by BHP; the Century zinc deposit, one of the largest zinc mines in the world and owned by MMG Mining of China; and several other deposits.

The Walker Trough region was identified by the Northern Territory Geological Survey team as being a direct analogy of the Pb-Zn endowed Batten Fault trough which contains the MacArthur River Zinc mine. Further, it was considered the “hottest untested exploration play in The Northern Territory” in a 2004 publication of the Northern Territory Geological Survey.

http://www.nt.gov.au/d/Minerals_Energy/Geoscience/Content/File/Docs/CORE/NTExplnOpportunities.pdf

All scientific and technical information in this press release has been prepared under the supervision of Peter Mullens, President, DPG Resources (Australian subsidiary of GPM Metals Inc.), a “qualified person” within the meaning of National Instrument 43-101. Mr. Mullens (B.Sc Geology) is a member of the Australian Institute of Mines and Metallurgy.

GPM Metals Inc. is led by an experienced management and technical team with demonstrable skills and experience in all facets of mineral development, from grass roots exploration to capital markets and mine builds globally. The Company maintains offices in Brisbane and Toronto.

For further information contact:

GPM Metals Inc.

Att: John Patrick Sheridan,  CEO

Suite 301 – 141 Adelaide Street West,

Toronto, Ontario M5H 3L5

Telephone : (416) 628-5904

Telefax :       (416) 628-6835

Email: [email protected]

 

Forward Looking Statements

Completion of an interest in the Walker Gossan Project by the Company remains subject to a number of conditions. There can be no assurance that an interest in such property will be acquired by the Company, as proposed or at all.  All statements other than statements of historical fact, included in this release, including, without limitation, statements regarding the potential acquisition by the Company of an interest in the Walker Gossan Project are forward-looking statements that involve various risks and uncertainties. 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. Important factors that could cause actual results to differ materially from the Company’s expectations are exploration risks detailed herein and from time to time in the filings made by the Company with securities regulators.

 

Neither the TSX Venture Exchange nor its Regulation Services Provider accepts responsibility for the adequacy or accuracy of this release.

GPM METALS INC. SIGNS AGREEMENT TO SELL GUYANA PROPERTIES

TORONTO, June 13, 2014 – GPM Metals Inc. (“GPM” or the “Company”) (TSXV:GPM), is pleased to announce that it has entered into a non-binding letter agreement (the “Letter Agreement”) dated June 13, 2014 for the sale of its interest in two gold exploration properties located in Guyana (the “Properties”), together with the interest of GPM in all property, assets and rights ancillary to the Properties, to Bartica Investments Ltd. (the “Purchaser”) for an aggregate cash payment to the Corporation of Cdn.$650,000 (the “Sale Transaction”). The cash consideration shall be paid to GPM as follows:

(a)     Cdn$350,000 to be paid on the closing date of the Sale Transaction; and

(b)       Cdn$300,000 to be paid on or prior to the first anniversary of the closing date of  the Sale Transaction.

The sale of the properties is consistent with the Company’s current focus of acquiring and exploring silver/lead/zinc properties.

The completion of the Sale Transaction is subject to the satisfaction of certain conditions, including among other things, execution of a definitive agreement, the approval of the TSX Venture Exchange (the “TSXV”) and, as noted below, the approval of disinterested shareholders.

The Sale Transaction constitutes a “related party transaction” within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”) and Policy 5.9 of the TSXV Corporate Finance Manual, because the Purchaser is a company in which Patrick Sheridan, an officer, director and significant shareholder of the Corporation, holds an interest. Accordingly, prior to signing the Letter Agreement, GPM formed a special committee of independent directors to review, consider and make a recommendation to the board of directors of the Corporation (the “Board”) with respect to the approval of the Sale Transaction. The special committee has received a fairness opinion from Klein Farber Corporate Finance Group Inc. in connection with the Sale Transaction which stated that the Sale Transaction is fair from a financial perspective to the disinterested shareholders of the Corporation. The special committee recommended the Sale Transaction to the Board. MI 61-101 requires a formal valuation and minority shareholder approval for a related party transaction unless an exemption is available. An exemption from the valuation requirement and minority approval requirements is available to the Corporation as the fair market value of the Transaction is less than 25% of the market capitalization of the Corporation. The Sale Transaction is a “Reviewable Transaction” within the meaning of TSXV Policy 5.3 Acquisition of Dispositions of Non-Cash Assets. The TSXV is requiring the Sale Transaction to be approved by a majority of the disinterested shareholders of the Corporation. Shareholders will be invited to consider and vote upon the Sale Transaction at the upcoming annual and special shareholders meeting of GPM scheduled to be held on July 17, 2014.

For further information contact:

GPM Metals Inc.

Suite 301

141 Adelaide Street West

Toronto, Ontario M5H 3L5

Attn: John Timmons

Tel: (416) 628-5904

Fax: (416) 628-6835

E-mail: [email protected]

 

Forward Looking Statements

Completion of the Sale Transaction is subject to a number of conditions, including TSX Venture Exchange acceptance and the receipt of disinterested shareholder approval. The Sale Transaction cannot close until the required shareholder and regulatory approvals are obtained. There can be no assurance that the Sale Transaction will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the management information circular to be prepared in connection with the Sale Transaction, any information released or received with respect to the Sale Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of GPM should be considered highly speculative. The TSX Venture Exchange has in no way passed upon the merits of the proposed Sale Transaction and has neither approved nor disapproved the contents of this press release.

All statements other than statements of historical fact, included in this release, including, without limitation, statements regarding completion of the Sale Transaction are forward-looking statements that involve various risks and uncertainties. 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. Important factors that could cause actual results to differ materially from the GPM’s expectations are exploration risks detailed herein and from time to time in the filings made by GPM with securities regulators.

Neither the TSX Venture Exchange nor its Regulation Services Provider accepts responsibility for the adequacy or accuracy of this release.

GPM Metals Inc. announces the grant of stock options

TORONTO, Feb. 18, 2014 /CNW/ – GPM Metals Inc. (TSX-V: GPM) (the “Company”) announces that it has granted effective February 17, 2014 an aggregate of

3,150,000 options to directors and employees of the Company with such options being exercisable until February 17, 2017 at an exercise price of $0.10. The

options vest as 25% immediately and 25% after 6, 12 and 18 months from date of grant.

About GPM Metals;

GPM is a Canadian based mineral exploration and development Company, with a current portfolio of 5 exploration properties in 3 countries.

GPM recently acquired an option on the Walker Gossan Project which consists of approximately 166,675 hectares of highly prospective ground located in the McArthur Basin Mining District, Northern Territory, Australia.

The TSX Venture Exchange has not reviewed and does not accept responsibility for this release

SOURCE: GPM Metals Inc.

For further information:

CANADA

J. Patrick Sheridan

President/CEO

301-141 Adelaide

Street West

Toronto, ON. Canada

M5H 3L5

Phone 416.628.5904

[email protected]

AUSTRALIA

Peter Mullens P.Geo

18 Teneriffe Drive,

GPM METALS INC. ANNOUNCES SIGNING OF EARN-IN / JOINT VENTURE AGREEMENT WITH RIO TINTO EXPLORATION PTY LIMITED FOR THE WALKER GOSSAN LEAD-ZINC-SILVER PROJECT, NORTHERN TERRITORY, AUSTRALIA

GPM METALS INC. ANNOUNCES SIGNING OF EARN-IN / JOINT VENTURE AGREEMENT WITH RIO TINTO EXPLORATION PTY LIMITED FOR THE WALKER GOSSAN LEAD-ZINC-SILVER PROJECT, NORTHERN TERRITORY, AUSTRALIA

TORONTO, January 27, 2014: GPM Metals Inc. (TSXV:GPM) (“GPM”) through its wholly owned subsidiary DPG Resources Australia Pty Limited (“DPG”) announces that it has entered into, an Earn-In/Joint Venture Agreement with Rio Tinto Exploration Pty Ltd, a wholly owned subsidiary of Rio Tinto Limited (“Rio Tinto”) (NYSE:RIO); covering base metal exploration and development rights, in relation to certain granted exploration tenements and tenement applications in McArthur Basin Mining District, Northern Territory, Australia (The “Walker Gossan project”).

Rio Tinto and GPM have entered into a definitive Two Stage Earn-In / Joint Venture Agreement granting GPM an initial 51% interest under certain conditions that include;

Stage One

1. Payment of A$1,000,000.00 on signing

2. Minimum expenditure of A$2,000,000 within 3 years of effective date

3. Combined expenditures of A$20,000,000.00 over a 10 year period

4. Milestone payments within the combined expenditures as follows:

(i) A$100,000.00 upon the grant of licences to all of the properties;

(ii) A$1,000,000.00 upon the completion of the first drill hole on the Walker Gossan

(iii) A$4,000,000.00 upon the completion of a JORC Code Compliant resource study that shows an indicated status for minimum 20 million tons of greater than 8% combined lead and zinc, or lead, zinc and silver, within the licenced area or a Decision to Mine being made.

 

Stage Two

GPM may increase its interest to 75% by completing a Feasibility Study within 3 years of completing Stage One.

Rio Tinto may elect to contribute pursuant to its participating share, not contribute and be diluted or convert its interest into a Net Smelter Return (2.5%) royalty.

There are rights of first refusal on purchase and sale of interest for both parties at fair market value.

GPM will be responsible for all negotiations with the Northern Land Council for consent to issue the exploration licence applications and work programs to be conducted by GPM under its sole rights or as operator.

DESCRIPTION OF PROPERTY

The 166,000 hectare Walker Gossan project is located within the Walker Trough, a package of Middle Proterozoic carbonate sediments, situated in Arnhem Land in the Northern Territory of Australia.

Geographical maps and geological setting illustrations are available on the company’s web site. (www.gpmmetals.ca/projects/australia).

The primary area of interest is the Walker Gossan. Gossanous outcrops with highly anomalous lead values were discovered by CRA – Conzinc RioTinto of Australia (predecessor to Rio Tinto Limited) in 1970 and a tenement application was made to the Government of the Northern Territory in 1972. An agreement under the Aboriginal Land Rights Act is required prior to grant of the tenement. To date the area has been held under tenement application and no exploration has been undertaken within the 40 years which have followed the discovery of the gossan.

The Walker Trough is part of an extensive Middle Proterozoic carbonate sequence which occurs from South of Mount Isa through to Darwin over an area of approximately 600,000 square kilometres which hosts one of the great metallogenic belts of the world.

The region includes a number of major silver, lead, zinc and copper deposits. These include the Mount Isa, George Fisher and MacArthur River mines owned by Xstrata; the Cannington Silver Mine, regarded as the largest silver mine in the world, owned by BHP; the Century zinc deposit, one of the largest zinc mines in the world and owned by MMG Mining of China; and several other deposits.

The Walker Trough region was identified by the Northern Territory Geological Survey team as being a direct analogy of the Pb-Zn endowed Batten Fault trough which contains the MacArthur River Zinc mine. Further, it was considered the “hottest untested exploration play in The Northern Territory” in a 2004 publication of the Northern Territory Geological Survey. “http://www.nt.gov.au/d/Minerals_Energy/Geoscience/Content/File/Docs/CORE/NTExplnOpportunities.pdf

Peter Mullens, President, DPG Resources (Australian subsidiary of GPM Metals), states “We are excited to have signed this agreement with Rio Tinto and to partner with them in this project area. The Walker Gossan project has the potential to be a company maker”.

The Qualified Person (“Q.P.”) for GPM is Mr. Peter Mullens P.Geo, who is a member of the Australian Institute of Mining and Metallurgy. Mr. Mullens has reviewed and approved the contents of this release.

ABOUT GPM METALS

GPM METALS is a Canadian based mineral exploration and development Company, with a current portfolio of 5 exploration properties in 3 countries.

The Company board of directors, management and exploration personnel have demonstrable skills in all aspects of mineral development; from grass roots exploration to capital markets and mine builds globally.

The Company treasury is well funded going forward (approximately $4.6 million as of 20 January 2014); and has a strong shareholder base. President and CEO J. Patrick Sheridan currently owns approximately 17% of issued and outstanding shares.

CANADA

J. Patrick Sheridan President/CEO

301-141 Adelaide Street West Toronto, ON. Canada M5H 3L5 Phone 416.628.5904 [email protected]

AUSTRALIA

Peter Mullens P.Geo

18 Teneriffe Drive, Teneriffe, QLD 4005, Australia Phone 61.7.3254.2273 [email protected]

www.gpmmetals.ca

Forward Looking Statements

All statements, other than statements of historical fact, included in this release are forward-looking statements that involve various risks and uncertainties. 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. Important factors that could cause actual results to differ materially from the Company’s expectations are exploration risks detailed herein and from time to time in the filings made by the Company with securities regulators.

Neither the TSX Venture Exchange nor its Regulation Services Provider accepts responsibility for the adequacy or accuracy of this release.

GUYANA PRECIOUS METALS INC. ANNOUNCES NAME CHANGE

TORONTO, August 28, 2013 – Guyana Precious Metals Inc. (the “Company”) (TSXV:GPM),

is pleased to announce that it has filed articles of amendment to change its name to “GPM Metals Inc.”. The Company will commence trading under its new name on the TSX Venture Exchange at the open on Thursday, August 29, 2013. There will be no change to the existing stock symbol of the Company as a result of the name change.

About GPM

GPM is led by an experienced management team with demonstrable project generation and development talents. GPM holds a 100% interest in two of the four historical past gold producers in the country of Guyana. GPM maintains an interest in acquiring additional key mineral exploration and development properties worldwide. GPM Metals Inc. holds approximately Cdn$4,700,000 in cash

For further information contact:

 GPM Metals Inc.

Suite 1205

141 Adelaide Street West

Toronto, Ontario M5H 3L5

Attn: John Patrick Sheridan

Tel: (416) 368-0705

Fax: (416) 628-6835

E-mail: [email protected]

Forward Looking Statements

All statements other than statements of historical fact, included in this release, including, without limitation, statements regarding the potential future trading date of the securities of the Company under its new name, are forward-looking statements that involve various risks and uncertainties. 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. Important factors that could cause actual results to differ materially from the Company’s expectations are exploration risks detailed herein and from time to time in the filings made by the Company with securities regulators.

Neither the TSX Venture Exchange nor its Regulation Services Provider accepts responsibility for the adequacy or accuracy of this release.

GUYANA PRECIOUS METALS INC. ACQUIRES DPG RESOURCES INC.

TORONTO, August 22, 2013 – Guyana Precious Metals Inc. (GPM)

(TSXV:GPM), is pleased to announce that it has completed its previously announced acquisition of 100% of the common shares of DPG Resources Inc. (“DPG”), a company incorporated under the laws of the Province of Ontario (the “Acquisition).

Upon closing of the Acquisition, an aggregate of 18,700,000 common shares and 18,700,000 share purchase warrants (each, a “Warrant”) of GPM were issued to the former shareholders of DPG in exchange for the common shares of DPG held by such shareholders, being one common share of GPM and Warrant for each common share of DPG outstanding. There were no convertible securities of DPG outstanding immediately pre-closing. Each Warrant entitles the holder thereof to acquire one additional common share of GPM at an exercise price of $0.10 until August 21, 2015. Immediately following the closing of the Acquisition, (i) there are 110,514,514 common shares of GPM outstanding on a non-diluted basis, of which former shareholders of DPG own 18,700,000 such common shares (or approximately 16.9% of the outstanding shares of the resulting issuer) and the existing shareholders of GPM own 91,814,513 common shares (or 83.1% of the outstanding shares of the resulting issuer); and (ii) there are 61,825,000 convertible securities of GPM outstanding, inclusive of the Warrants.

Following the Acquisition, Peter Mullens, the President of DPG, has remained in that capacity and will continue to seek out acquisitions of mineral exploration properties. There was no change to the board of directors or the management of GPM as a result of the Acquisition.

There were no shareholders of DPG who owned 20% or more of all of the issued and outstanding common shares of DPG immediately pre-closing. There were no non-arm’s length parties of GPM who were insiders of DPG or held any direct or indirect beneficial interest in either DPG or any of its assets immediately pre-closing, other than Dan Noone and Patrick Sheridan. Dan Noone was a director of DPG and is a director of GPM, and directly and indirectly held an aggregate of 2,200,000 common shares of DPG (representing approximately 11.8% of all issued and outstanding common shares of DPG immediately pre-closing) and 665,000 common shares and 825,000 convertible securities of GPM (representing less than 1% of all issued and outstanding common shares of GPM on a non-diluted basis, immediately pre-closing). Patrick Sheridan is a director and officer of GPM, and held an aggregate of 1,000,000 common shares of DPG (representing approximately 5.3% of all issued and outstanding common shares of DPG immediately pre-closing) and 18,090,250 common shares and 8,700,000 convertible securities of GPM (representing approximately 19.7% of all issued and outstanding common shares of GPM on a non-diluted basis, immediately pre-closing). Prior to completing the Acquisition, GPM formed a special committee of independent directors to review, consider and approve the Acquisition. The Acquisition is not a “related party transaction” within the meaning of Multilateral Instrument 61-101 or TSX Venture Exchange Policy 5.9, as a the time the Acquisition was agreed to, DPG and GPM were not “related parties” within the meaning of such instruments.

About DPG Resources Inc.

DPG was incorporated on June 16, 2009, and is an Ontario-based private company engaged in the conduct of research and negotiations for the acquisition of properties which are prospective for mineral resources. As of the date hereof, DPG has cash on hand of approximately Cdn$832,000 (unaudited), and no material debts or obligations.

About GPM

GPM is led by an experienced management team with demonstrable project generation and development talents in the country of Guyana. GPM holds a 100% interest in two of the four historical past gold producers in the country of Guyana. GPM maintains an interest in acquiring additional key mineral exploration and development properties worldwide. As a result of the amalgamation GPM holds approximately $4.7 million in cash.

 

For further information contact:

Guyana Precious Metals Inc.

Suite 1205

141 Adelaide Street West

Toronto, Ontario M5H 3L5

Attn: John Patrick Sheridan

Tel: (416) 368-0705

Fax: (416) 628-6835

E-mail: [email protected]

 

Forward Looking Statements

All statements other than statements of historical fact, included in this release, including, without limitation, statements regarding potential acquisitions and future plans and objectives of GPM are forward-looking statements that involve various risks and uncertainties. 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. Important factors that could cause actual results to differ materially from the GPM’s expectations are exploration risks detailed herein and from time to time in the filings made by GPM with securities regulators.

Neither the TSX Venture Exchange nor its Regulation Services Provider accepts responsibility for the adequacy or accuracy of this release.

Guyana Precious Metals Inc. Adopts Advance Notice By-Law

TORONTO, ONTARIO – June 10, 2013 – Guyana Precious Metals Inc. (TSX-V: GPM) (the “Corporation” or “GPM”) announces the adoption by its Board of Directors of amendments to its By-Laws.

By-Law 3 includes a provision that requires advance notice to the Corporation in circumstances where nominations of persons for election to the Board of Directors are made by shareholders of the Corporation other than pursuant to (i) a requisition to call a shareholders’ meeting made pursuant to the provisions of the Business Corporations Act (Ontario) (the “OBCA”), or (ii) a shareholder proposal made pursuant to the provisions of the OBCA (the “Advance Notice Provision”).

Among other things, the Advance Notice Provision fixes a deadline by which holders of record of common shares of the Corporation must submit Director nominations to the Corporation prior to any annual or special meeting of shareholders and sets forth the information that a shareholder must include in the notice to the Corporation for the notice to be in proper written form.

In the case of an annual meeting of shareholders, notice to the Corporation must be made not less than 30 nor more than 65 days prior to the date of the annual meeting; provided, however, that in the event that the annual meeting is to be held on a date that is less than 50 days after the date on which the first public announcement of the date of the annual meeting was made, notice may be made not later than the close of business on the 10th day following such public announcement.

In the case of a special meeting of shareholders (which is not also an annual meeting), notice to the Corporation must be made no later than the close of business on the 15th day following the day on which the first public announcement of the date of the special meeting was made.

The Advance Notice Provision provides a clear process for shareholders to follow to nominate Directors and sets out a reasonable time frame for nominee submissions along with a requirement for accompanying information. The purpose of the Advance Notice Provision is to treat all shareholders fairly by ensuring that all shareholders, including those participating in a meeting by proxy rather than in person, receive adequate notice of the nominations to be considered at a meeting and can thereby exercise their voting rights in an informed manner. In addition, the Advance Notice Provision should assist in facilitating an orderly and efficient meeting process.

By-Law 3 is effective immediately and will be placed before shareholders at the next annual and special meeting of shareholders of the Corporation to be held in July 2013. A copy of By-Law 3 has been filed under the Corporation’s profile at www.sedar.com.

For further information:                                     

Guyana Precious Metals Inc.

Suite 1205

141 Adelaide Street West

Toronto, Ontario M5H 3L5

Attn: John Patrick Sheridan

Tel: (416) 368-0705

Fax: (416) 628-5935

E-mail: [email protected]

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

Forward Looking

GUYANA PRECIOUS METALS INC. SIGNS AGREEMENT TO ACQUIRE DPG RESOURCES INC.

TORONTO, 27 May 2013 /CNW/ – Guyana Precious Metals Inc. (TSX-V:GPM) (the “Company” or “GPM”)

Mr. John Sheridan reports

GUYANA PRECIOUS METALS INC. SIGNS AGREEMENT TO ACQUIRE DPG RESOURCES INC.

Guyana Precious Metals Inc. has entered into a binding letter agreement dated May 24, 2013, for the acquisition of 100 per cent of the common shares of DPG Resources Inc., a company incorporated under the laws of the province of Ontario. The terms of the letter agreement require the completion of certain conditions precedent to the acquisition, including among other things, satisfactory due diligence, execution of a definitive agreement, and receipt of all necessary regulatory and shareholder approvals.

Upon closing of the Acquisition, (i) each common share of DPG outstanding shall be exchanged for one common share of GPM and one common share purchase warrant of GPM (each, a “Warrant”); and (ii) there will be no convertible securities of DPG outstanding. Each Warrant shall entitle the holder thereof to acquire one additional common share of GPM at an exercise price of $0.10 for a period of two years from the date of issuance thereof. DPG has no convertible securities outstanding. Based on the number of securities of GPM and DPG currently outstanding, immediately following the closing of the Acquisition, it is anticipated that (i) there will be approximately 110,514,513 common shares of GPM outstanding on a non-diluted basis, or which former shareholders of DPG will own approximately 18,700,000 such common shares (or approximately 16.9% of the outstanding shares of the resulting issuer) and the current shareholders of GPM will own approximately 91,814,513 common shares (or 83.1% of the outstanding shares of the resulting issuer); and (ii) there will be approximately 62,425,000 convertible securities of GPM outstanding, inclusive of the Warrants.

Following the Acquisition, Peter Mullens, the President of DPG, will remain in that capacity and will continue to seek out acquisitions of mineral exploration properties. There will be no change to the board of directors or the management of GPM as a result of the Acquisition.

There are currently no shareholders of DPG who own 20% or more of all of the issued and outstanding common shares of DPG. There are no current non-arm’s length parties of GPM who are insiders of DPG or presently hold any direct or indirect beneficial interest in either DPG or any of its assets, other than Dan Noone and Patrick Sheridan. Dan Noone is a director of each of DPG and GPM, and holds an aggregate of 2,000,000 common shares of DPG (representing approximately 10.7% of all issued and outstanding common shares of DPG as of the date of this release) and 665,000 common shares and 825,000 convertible securities of GPM (representing less than 1% of all issued and outstanding common shares of GPM on a non-diluted basis, as of the date of this release). Patrick Sheridan is a director and officer of GPM, and holds an aggregate of 1,000,000 common shares of DPG (representing approximately 5.3% of all issued and outstanding common shares of DPG as of the date of this release) and 18,090,250 common shares and 8,700,000 convertible securities of GPM (representing approximately 19.7% of all issued and outstanding common shares of GPM on a non-diluted basis, as of the date of this release). Prior to signing the Letter Agreement, GPM formed a special committee of independent directors to review, consider and approve the Acquisition. The Acquisition is not a “related party transaction” within the meaning of Multilateral Instrument 61-101 or TSX Venture Exchange Policy 5.9, as a the time the Acquisition was agreed to, DPG and GPM were not “related parties” within the meaning of such instruments.

About DPG Resources Inc.

DPG was incorporated on June 16, 2009, and is an Ontario-based private company engaged in the conduct of research and negotiations for the acquisition of properties which are prospective for mineral resources. As of the date hereof, DPG has cash on hand of approximately Cdn$820,000 (unaudited), and no material debts or obligations.

 

About GPM

GPM is led by an experienced management team with demonstrable project generation and development talents in the country of Guyana. GPM is presently expanding the exploration and development of its Aremu and Peters Mine gold properties; two of the four historical past gold producers in the country of Guyana. GPM maintains an interest in acquiring additional key mineral exploration and development properties in the country of Guyana.

For further information contact:

Guyana Precious Metals Inc.

Suite 1205

141 Adelaide Street West

Toronto, Ontario M5H 3L5

Attn: John Patrick Sheridan

Tel: (416) 368-0705

Fax: (416) 628-6835

E-mail: [email protected]

Forward Looking Statements

Completion of the Acquisition is subject to a number of conditions, including TSX Venture Exchange acceptance and the receipt of all applicable shareholder approvals. The Acquisition cannot close until the required shareholder and regulatory approvals are obtained. There can be no assurance that the Acquisition will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the management information circular, if applicable, to be prepared in connection with the Acquisition, any information released or received with respect to the Acquisition may not be accurate or complete and should not be relied upon. Trading in the securities of GPM should be considered highly speculative. The TSX Venture Exchange has in no way passed upon the merits of the proposed Acquisition and has neither approved nor disapproved the contents of this press release.

All statements other than statements of historical fact, included in this release, including, without limitation, statements regarding potential acquisitions, completion of the Acquisition and future plans and objectives of GPM are forward-looking statements that involve various risks and uncertainties. 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. Important factors that could cause actual results to differ materially from the GPM’s expectations are exploration risks detailed herein and from time to time in the filings made by GPM with securities regulators.

Neither the TSX Venture Exchange nor its Regulation Services Provider accepts responsibility for the adequacy or accuracy of this release.

Guyana Precious Metals Inc. to Amend Terms of Warrants

Guyana Precious Metals Inc. to Amend Terms of Warrants

 

Toronto, Ontario November 26, 2012

 

. Guyana Precious Metals Inc. (TSX-V:GPM) (“GPM”)

announces that it will make an application to the TSX Venture Exchange (the “TSXV”) to amend the

terms of its Series 2010-I warrants in order to (i) extend the expiry date of such warrants to December 10,

2013; and (ii) amend the exercise price to $0.45 per share. An aggregate of 70,000,000 Series 2010-I

warrants were originally issued in December 2010 (prior to giving effect to the two-for-one share

consolidation of GPM on July 27, 2011), and are currently exercisable at $0.26 per share until 5:00 p.m.

(Toronto time) on December 10, 2012.

The warrant amendments have been approved by the board of directors of GPM. The warrant

amendments remain subject to TSXV approval.

About GPM

GPM is led by an experienced management team with demonstrable project generation and development

talents in Guyana. The Company is presently expanding the exploration and development of its Aremu

and Peters Mine gold properties; two of the four historical past gold producers in Guyana. GPM maintains

an interest in acquiring additional key mineral exploration and development properties in the country of

Guyana.

 

FOR ADDITIONAL INFORMATION CONTACT:

 

Guyana Precious Metals Inc.

Suite 1205

141 Adelaide Street West

Toronto, Ontario M5H 3L5

Attn: John Patrick Sheridan

Tel: (416) 864-6332

Fax: (416) 628-6835

E-mail: [email protected]

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the

TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Forward Looking Statements– Certain information set forth in this news release may contain forward-looking statements that involve substantial known and unknown risks and uncertainties. These forward-looking statements are subject to numerous risks and uncertainties, certain of which are beyond the control of Guyana, including, but not limited to the impact of general economic conditions, industry conditions, dependence upon regulatory approvals, the availability of financing and exploration risk. Readers are cautioned that the assumptions used in the preparation of such information, although considered reasonable at the time of preparation, may prove to be imprecise and, as such, undue reliance should not be placed on forward-looking statements.