GPM Metals announces private placement

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GPM Metals announces private placement

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.

For further information please contact:

Dan Noone, Interim CEO

GPM Metals Inc.

Suite 1101- 141 Adelaide Street West,

Toronto, Ontario M5H 3L5

Telephone: + 416 628 5904

Email: [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

Information set forth in this news release involves forward-looking statements under applicable securities

laws. The forward-looking statements contained herein include, but are not limited to, the anticipated size

and completion the Offering and the receipt of applicable regulatory approvals, and all such forward-

looking statements are expressly qualified in their entirety by this cautionary statement. The forward-

looking statements included in this news release are made as of the date hereof and the Company

disclaims any intention or obligation to update or revise any forward-looking statements, whether as a

result of new information, future events or otherwise, except as expressly required by applicable

securities legislation. Although the Company believes that the expectations represented in such forward-

looking statements are reasonable, there can be no assurance that such expectations will prove to be

correct and, accordingly, undue reliance should not be put on such forward-looking statements. This

news release does not constitute an offer to sell or solicitation of an offer to buy any of the securities

described herein.