TORONTO, May 28, 2013 /CNW/ - Guyana Precious Metals Inc. ("GPM") (TSXV:GPM), is pleased to announce that it has entered into a binding letter agreement (the "Letter Agreement") dated May 24, 2013 for the acquisition of 100% of the common shares of DPG Resources Inc. ("DPG"), a company incorporated under the laws of the Province of Ontario (the "Acquisition"). The terms of the Letter Agreement require the completion of certain conditions precedent to the Acquisition, including among other things, satisfactory due diligence, execution of a definitive agreement and receipt of all necessary regulatory and shareholder approvals.
Upon closing of the Acquisition, (i) each common share of DPG outstanding shall be exchanged for one common share of GPM and one common share purchase warrant of GPM (each, a "Warrant"); and (ii) there will be no convertible securities of DPG outstanding. Each Warrant shall entitle the holder thereof to acquire one additional common share of GPM at an exercise price of $0.10 for a period of two years from the date of issuance thereof. DPG has no convertible securities outstanding. Based on the number of securities of GPM and DPG currently outstanding, immediately following the closing of the Acquisition, it is anticipated that (i) there will be approximately 110,514,513 common shares of GPM outstanding on a non-diluted basis, or which former shareholders of DPG will own approximately 18,700,000 such common shares (or approximately 16.9% of the outstanding shares of the resulting issuer) and the current shareholders of GPM will own approximately 91,814,513 common shares (or 83.1% of the outstanding shares of the resulting issuer); and (ii) there will be approximately 62,425,000 convertible securities of GPM outstanding, inclusive of the Warrants.
Following the Acquisition, Peter Mullens, the President of DPG, will remain in that capacity and will continue to seek out acquisitions of mineral exploration properties. There will be no change to the board of directors or the management of GPM as a result of the Acquisition.
There are currently no shareholders of DPG who own 20% or more of all of the issued and outstanding common shares of DPG. There are no current non-arm's length parties of GPM who are insiders of DPG or presently hold any direct or indirect beneficial interest in either DPG or any of its assets, other than Dan Noone and Patrick Sheridan. Dan Noone is a director of each of DPG and GPM, and holds an aggregate of 2,000,000 common shares of DPG (representing approximately 10.7% of all issued and outstanding common shares of DPG as of the date of this release) and 665,000 common shares and 825,000 convertible securities of GPM (representing less than 1% of all issued and outstanding common shares of GPM on a non-diluted basis, as of the date of this release). Patrick Sheridan is a director and officer of GPM, and holds an aggregate of 1,000,000 common shares of DPG (representing approximately 5.3% of all issued and outstanding common shares of DPG as of the date of this release) and 18,090,250 common shares and 8,700,000 convertible securities of GPM (representing approximately 19.7% of all issued and outstanding common shares of GPM on a non-diluted basis, as of the date of this release). Prior to signing the Letter Agreement, GPM formed a special committee of independent directors to review, consider and approve the Acquisition. The Acquisition is not a "related party transaction" within the meaning of Multilateral Instrument 61-101 or TSX Venture Exchange Policy 5.9, as a the time the Acquisition was agreed to, DPG and GPM were not "related parties" within the meaning of such instruments.
About DPG Resources Inc.
DPG was incorporated on June 16, 2009, and is an Ontario-based private company engaged in the conduct of research and negotiations for the acquisition of properties which are prospective for mineral resources. As of the date hereof, DPG has cash on hand of approximately Cdn$820,000 (unaudited), and no material debts or obligations.
About GPM
GPM is led by an experienced management team with demonstrable project generation and development talents in the country of Guyana. GPM is presently expanding the exploration and development of its Aremu and Peters Mine gold properties; two of the four historical past gold producers in the country of Guyana. GPM maintains an interest in acquiring additional key mineral exploration and development properties in the country of Guyana.
Forward Looking Statements
Completion of the Acquisition is subject to a number of conditions, including TSX Venture Exchange acceptance and the receipt of all applicable shareholder approvals. The Acquisition cannot close until the required shareholder and regulatory approvals are obtained. There can be no assurance that the Acquisition will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the management information circular, if applicable, to be prepared in connection with the Acquisition, any information released or received with respect to the Acquisition 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 Acquisition 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 potential acquisitions, completion of the Acquisition and future plans and objectives of GPM 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: Guyana Precious Metals Inc.
For further information:
Guyana Precious Metals Inc.
Suite 1205
141 Adelaide Street West
Toronto, Ontario M5H 3L5
Attn: John Patrick Sheridan
Tel: (416) 864-6332
Fax: (416) 628-6835
E-mail: info@gpmgold.com
