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:
Interim Chief Executive Officer,
GPM Metals Inc.
Suite 1101, 141 Adelaide Street West,
Toronto, Ontario M5H 3L5
Telephone: + 416 628 5904
Email: [email protected]