Mr. Ian Klassen reports
GMV MINERALS ANNOUNCES NON-BROKERED PRIVATE PLACEMENT PURSUANT TO THE LISTED ISSUER FINANCING EXEMPTION
GMV Minerals Inc. has arranged a non-brokered private placement of up to 20 million units at a price of 20 cents per unit for aggregate gross proceeds of up to $4-million.
The offering is being carried out pursuant to Part 5A of National Instrument 45-106, Prospectus Exemptions, to purchasers resident in Canada, other than Quebec, and in jurisdictions outside of Canada in compliance with the applicable securities laws of those jurisdictions. There is an offering document related to this offering that can be accessed under GMV's profile on SEDAR+ and on the company's website. Prospective investors should read the offering document before making an investment decision.
Each unit will consist of one common share of the company and one-half of one common share purchase warrant. Each whole warrant will entitle the holder thereof to purchase one common share of the company at a price of 35 cents for a period of 30 months following the issue date of the unit.
The units issued in the offering will not be subject to any statutory hold period in Canada, subject to limitations prescribed by the LIFE (listed issuer financing exemption). Insiders and certain other existing shareholders of GMV may also subscribe for units under the offering.
The company will engage one or more eligible arm's-length finders in respect of the offering on a best efforts basis. As compensation for its services, a finder will receive: (i) cash compensation equal to 7 per cent of the gross proceeds of the offering raised by such finder; and (ii) such number of non-transferable common share purchase warrants as is equal to 7 per cent of the number of units placed by such finder. The finder's warrants will be exercisable at a price of 20 cents per share any time for a period of 30 months from the date of issuance and will be subject to a statutory hold period expiring four months and one day from the date of closing.
GMV intends to use the net proceeds of the offering for furthering the exploration and development of its Mexican Hat gold project in southeastern Arizona, as well as general working capital purposes.
The offering may close in multiple tranches, with the first tranche closing expected to occur on Dec. 19, 2025, and the final closing to occur no later than Dec. 30, 2025. The offering is subject to certain conditions, including, but not limited to, receipt of all necessary approvals including the acceptance of the TSX Venture Exchange.
About GMV Minerals Inc.
GMV Minerals is a publicly traded exploration company focused on developing precious metal assets in Arizona. GMV, through its 100-per-cent-owned subsidiary, has a 100-per-cent interest in a mining property lease commonly referred to as the Mexican Hat property, located in Cochise county, Arizona. The project was initially explored by Placer Dome (USA) in the late 1980s to early 1990s. GMV is focused on developing the asset and realizing the full mineral potential of the property through near-term gold production. The company's National Instrument 43-101 mineral resource estimate (inferred) is 36,733,000 tonnes grading 0.58 gram per tonne (g/t) gold at a 0.2 g/t cut-off, containing 688,000 ounces of gold, with an effective date of July 17, 2024. Additional information on the Mexican Hat project is available in the technical report, titled "Updated Preliminary Economic Assessment, Mexican Hat Project," with an effective date of Aug. 8, 2025, which is available under GMV Minerals' SEDAR+ profile.
Dr. D.R. Webb, PhD, PGeo, PEng, is the qualified person for this news release within the meaning of NI 43-101, and has reviewed the technical content of this news release and has approved its content.
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