TORONTO, June 13, 2014 /CNW/ - 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)
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Cdn$350,000 to be
paid on the closing date of the Sale Transaction; and
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|
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(b)
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Cdn$300,000 to be
paid on or prior to the first anniversary of the closing date of
the Sale Transaction.
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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.
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.
SOURCE GPM Metals Inc.