GPM Metals — Capital/Financing Update 2024

Sep 11, 2024

FORM 51-102F3

MATERIAL CHANGE REPORT

		MATERIAL CHANGE REPORT
Item	1.	Name and Address of Company
		GPM Metals Inc. (the “Company”)
		Suite 1101 - 141 Adelaide Street West
		Toronto, ON M5H 3L5
Item	2.	Date of Material Change
		September 4, 2024
Item	3.	News Releases
		The Company disseminated a news release in respect of the material change on
		September 5, 2024. A copy of the news release was also filed on SEDAR+ under the
		Company’s issuer profile on September 5, 2024.
Item	4.	Summary of Material Change
		On September 4, 2024, the Company completed the non-brokered private placement of
		41,666,668 units of the Company (the “Units”) at a price of C$0.06 per Unit for aggregate
		gross proceeds of approximately C$2.5 million (the “Offering”). Each Unit consisted of
		one common share of the Company (a “Common Share”) and one-half of one Common
		Share purchase warrant of the Company (each whole Common Share purchase warrant, a
		“Warrant”). Each Warrant entitles the holder thereof to acquire one Common Share at a
		price of C$0.10 until September 4, 2026.
Item	5.	Full Description of Material Change
5.1		Full Description of Material Change

On September 4, 2024, the Company completed the Offering of 41,666,668 Units at a price of C$0.06 per Unit for aggregate gross proceeds of approximately C$2.5 million. Each Unit consisted of one Common Share and one-half of one Warrant. Each Warrant entitles the holder thereof to acquire one Common Share at a price of C$0.10 until September 4, 2026. The proceeds of the Offering will be used by the Company for exploration efforts at its Walker Gossan Project located in Australia and for general corporate purposes and working capital.

The Offering is subject to the receipt of the final approval of the TSX Venture Exchange. All securities issued under the Offering are subject to a hold period expiring on January 5, 2025. No finder’s fees or commissions were paid in connection with the Offering.

Related Party Disclosure

Pursuant to the Offering, Mr. Daniel Noone (Chairman) acquired an aggregate of 1,667,000 Units (through an entity controlled by Mr. Noone) and Rosseau Asset Management Ltd. (“ Rosseau ”, and together with Mr. Noone, the “ Participating Insiders ”)) acquired an aggregate of 2,693,328 Units (through its affiliate).

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The Participating Insiders’ participation in the Offering constitutes a “related party transaction” under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions (“ MI 61-101 ”). Such participation is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(b) and 5.7(1)(a), respectively, of MI 61-101.

Additional Disclosure Required Under Section 5.2 of MI 61-101

The following is a description of certain additional disclosure required by Section 5.2 of MI 61-101:

• (a) Description of the Transaction and its Material Terms: Please see above.

• (b) Purpose and Business Reasons for the Transaction: Please see above.

• (c) Anticipated Effect of the Transaction on the Company’s Business and Affairs: The Offering is expected to improve the Company’s liquidity while providing the Company with additional funds for its exploration efforts at the Walker Gossan Project, and additional working capital necessary to fund general corporate and administrative expenses, subject to reallocation where deemed necessary.

• (d) Interest in the Transaction of Every Interested Party and of the Related Parties and Associated Entities of the Interested Parties and the Anticipated Effect of the Transaction on the Percentage of Securities of the Company Beneficially Owned or Controlled by each such Person for which there would be a Material Change in that Percentage:

• (i) Mr. Daniel Noone (Chairman) indirectly acquired an aggregate of 1,667,000 Units under the Offering.

Immediately prior to the closing of the Offering, Mr. Noone had beneficial ownership of an aggregate of 4,843,333 Common Shares and convertible securities entitling Mr. Noone to acquire an additional 2,877,500 Common Shares (which represented approximately 5.8% of the then issued and outstanding Common Shares on a non-diluted basis and approximately 8.9% of the then issued and outstanding Common Shares on a partially diluted basis). Immediately following the closing of the Offering, Mr. Noone had beneficial ownership of (i) an aggregate of 6,510,333 Common Shares (which represents approximately 5.2% of the issued and outstanding Common Shares), and (ii) convertible securities entitling Mr. Noone to acquire an additional 3,711,000 Common Shares, which, if exercised in full, would result in Mr. Noone having beneficial ownership of an aggregate of 10,221,333 Common Shares (which represents approximately 7.9% of the issued and outstanding Common Shares).

• (ii) Rosseau indirectly acquired an aggregate of 2,693,328 Units under the Offering.

Immediately prior to the closing of the Offering, Rosseau had beneficial ownership of an aggregate of 17,387,000 Common Shares and convertible securities entitling them to acquire an additional 4,549,500 Common Shares (which represented approximately 20.8% of the then issued and outstanding Common Shares on a non-diluted basis and approximately 24.8% of the then issued and outstanding Common Shares on a partially

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diluted basis). Immediately following the closing of the Offering, Rosseau had beneficial ownership of (i) an aggregate of 20,080,328 Common Shares (which represents approximately 16.0% of the issued and outstanding Common Shares), and (ii) convertible securities entitling them to acquire an additional 5,896,164 Common Shares, which, if exercised in full, would result in Rosseau having beneficial ownership of an aggregate of 25,976,492 Common Shares (which represents approximately 19.8% of the issued and outstanding Common Shares).

• (e) Discussion of the Review and Approval Process Adopted by the Board of Directors of the Company for the Transaction, including a Discussion of any Materially Contrary View or Abstention by a Director: The Offering, including the participation by the Participating Insiders, was unanimously approved by the board of directors of the Company (subject to abstention by Mr. Daniel Noone due to his participation in the Offering).

• (f) Summary required by Section 5.2(1)(f) of MI 61-101, of the Formal Valuation, if any, Obtained for the Transaction: Not applicable.

• (g) Disclosure required by Section 5.2(1)(g) of MI 61-101, of every Prior Valuation in respect of the Company that relates to the Subject Matter of or is Otherwise Relevant to the Transaction: Not applicable.

• (h) General Nature and Material Terms of any Agreement Entered into by the Company, or a Related Party of the Company, with an Interested Party or a Joint Actor with an Interested Party, in connection with the Transaction: Not applicable.

• (i) Disclosure of the Formal Valuation and Minority Approval Exemptions, if any, on which the Company is Relying Under Sections 5.5 And 5.7, Respectively, and the Facts Supporting Reliance on the Exemptions:

The Company relied on the exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(b) and 5.7(1)(a), respectively, of MI 61-101 in respect of the insider participation in the Offering, as no securities of the Company are listed or quoted on any of the specified markets and neither the fair market value of the Units issued to the Participating Insiders nor the fair market value of the consideration for the Units issued to the Participating Insiders (individually or in the aggregate), exceeds 25% of the Company’s market capitalization as determined in accordance with MI 61101.

The Company did not file a material change report with respect to the participation of the Participating Insiders in the Offering at least 21 days prior to the closing of the Offering, as the participation of the Participating Insiders was not confirmed at such time. The shorter period was necessary in order to permit the Company to avail itself of potential financing opportunities and close the Offering in a timeframe consistent with usual market practice for transactions of this nature.

Not applicable.

5.2 Disclosure for Restructuring Transactions

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Item 6. Reliance on Subsection 7.1(2) of National Instrument 51-102

Not applicable.

Item 7. Omitted Information

None.

Item 8. Executive Officer

Peter Walsh Chief Executive Officer 416-628-5904 | info@gpmmetals.com

Item 9. Date of Report

September 11, 2024

CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS

Information set forth in this material change report involves forward-looking statements under applicable securities laws. The forward-looking statements contained herein include, but are not limited to, the intended use of proceeds and the receipt of TSX Venture Exchange approval, 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 forwardlooking 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 material change report does not constitute an offer to sell or solicitation of an offer to buy any of the securities described herein.