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.
For information contact;
GPM Metals Inc.
Dan Noone, Interim CEO
Suite 1101-141 Adelaide Street West,
Telephone : + 416-628-5904