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.
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.