Not for distribution to United States newswire services or for dissemination in the United States.
VANCOUVER, BC / ACCESS Newswire / December 19, 2025 / GMV Minerals Inc. (the "Company" or "GMV") (TSX-V:GMV)(OTCQB:GMVMF) is pleased to announce that it has closed its non-brokered private placement announced on December 5, 2025 and December 16, 2025 with the sale of 22,652,500 units of the Company (the "Units") priced at $0.20 per Unit for aggregate gross proceeds of $4,530,500. The Offering was carried out pursuant to Part 5A of National Instrument 45-106 - Prospectus Exemptions(the "LIFE Exemption") 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 (the "Offering Document") related to this Offering that can be accessed under GMV Minerals profile at www.sedarplus.ca and on the Company's website at https://gmvminerals.com. All investors participating in the closing subscribed for Units under the LIFE Exemption, and the Units issued pursuant to the LIFE Exemption are not subject to any statutory hold period in Canada.
Each Unit consists of one common share in the capital of the Company (each, a "Common Share") and one half of a Common Share purchase warrant (each, a "Warrant"). Each full Warrant entitles the holder thereof to acquire one additional Common Share at an exercise price of C$0.35 per Common Share for a period of 30 months after closing. No insiders participated in the Offering. The Offering is subject to the final approval of the TSXV.
The Company will pay an aggregate of $214,235 in cash and issue 1,071,175 non-transferable finder's warrants(the "Finder's Warrants") as finder's fees in connection with this Offering to Canaccord Genuity Corp., Red Cloud Securities Inc., Research Capital Corp., Haywood Securities Inc., and Ventum Financial Corp. Each Finder's Warrant entitles the holder to acquire one common share of the Company at $0.20 per share for 30 months from the date of closing. All finder's fees are subject to compliance with applicable securities legislation and TSX Venture Exchange policies, includingthe Finder's Warrants being subject to a statutory hold period expiring four months and one day from the date of closing.
GMV Minerals intends to use the net proceeds of the Offering for furthering the exploration and development of its Mexican Hat Gold project in SE Arizona as well as general working capital purposes.
The securities issued pursuant to the Offering have not, nor will they be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons in the absence of U.S. registration or an applicable exemption from the U.S. registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in the United States or in any other jurisdiction in which such offer, solicitation or sale would be unlawful.
About GMV Minerals Inc.
GMV Minerals Inc. is a publicly traded exploration company focused on developing precious metal assets in Arizona. GMV, through its 100% owned subsidiary, has a 100% interest in a Mining Property Lease commonly referred to as the Mexican Hat Property, located in Cochise County, Arizona, USA. 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 NI 43-101 mineral resource estimate (Inferred) is 36,733,000 tonnes grading 0.58 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. GMV has completed a Preliminary Economic Assessment and recently updated the cash flow analysis to reflect the change in gold price and inflation. 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 August 8, 2025 ("PEA"), which is available under Grande Portage's SEDAR+ profile at www.sedarplus.ca.
Dr. D.R. Webb, Ph.D., P.Geo., P.Eng. is the Q.P. for this release within the meaning of NI 43-101 and has reviewed the technical content of this release and has approved its content.
ON BEHALF OF THE BOARD OF DIRECTORS
Ian Klassen, President
For further information please contact:
GMV Minerals Inc.
Ian Klassen
Tel: (604) 899-0106
Email: info@gmvminerals.com
Technical Information and Cautionary Note Regarding Inferred Mineral Resources
The mine plan evaluated in the PEA is preliminary in nature and includes Inferred Mineral Resources, as defined by NI 43-101 that are considered too speculative geologically to have the economic considerations applied to them that would enable them to be converted to Mineral Reserves. Mineral Resources that are not Mineral Reserves do not have demonstrated economic viability. Additional drilling and technical studies will need to be completed in order to fully assess its viability. There is no certainty that a production decision will be made to develop the Mexican Hat Project or that the economic results described in the PEA will be realized. Mine design and mining schedules, metallurgical flow sheets and process plant designs will require additional detailed work and economic analysis and internal studies to ensure satisfactory operational conditions and decisions regarding future targeted production. Key assumptions, qualifications and estimates to the results of the PEA are contained in the PEA.
Cautionary Note to U.S. Investors
The United States Securities and Exchange Commission permits U.S. mining companies, in their filings with the SEC, to disclose only those mineral deposits that a company can economically and legally extract or produce. We use certain terms in this news release, such as "Measured," "Indicated," "Inferred," and "Resources," that the SEC guidelines strictly prohibit U.S. registered companies from including in their filings with the SEC.
Cautionary Statement Regarding Forward-Looking Information
This news release includes certain "forward-looking statements" under applicable Canadian securities legislation. Forward-looking statements include estimates and statements that describe the Company's future plans, objectives or goals, including words to the effect that the Company or management expects a stated condition or result to occur. Forward-looking statements may be identified by such terms as "believes", "anticipates", "expects", "estimates", "may", "could", "would", "will", or "plan". Forward-looking statements or information contained in this release include, but are not limited to, statements or information with respect to the use of proceeds of the Offering, and expectations regarding the Mexican Hat Gold project, including the Company's mineral resources. Since forward-looking statements are based on assumptions and address future events and conditions, by their very nature they involve inherent risks and uncertainties as described in the Company's filings with Canadian securities regulators. These risks, uncertainties and other factors include, among others, risks associated with the exploration and development of the Mexican Hat Gold project and our mineral resources. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. The Company disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, other than as required by law.
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.
SOURCE: GMV Minerals, Inc.
View the original press release on ACCESS Newswire:
https://www.accessnewswire.com/newsroom/en/metals-and-mining/gmv-minerals-inc.-closes-non-brokered-equity-financing-1119602