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
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.
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
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.
141 Adelaide Street West
Toronto, Ontario M5H 3L5
Attn: John Patrick Sheridan
Tel: (416) 864-6332
Fax: (416) 628-6835