GMV Minerals Announces Non-Brokered Private Placement Pursuant to the Listed Issuer Financing Exemption

Rhea-AI Summary

GMV Minerals (TSXV:GMV / OTCQB:GMVMF) announced a non-brokered private placement of up to 20,000,000 Units at C$0.20 per Unit for aggregate gross proceeds of up to C$4,000,000 under the LIFE exemption.

Each Unit comprises one common share and one-half warrant (whole warrant exercisable at C$0.35 for 30 months). Finder fees equal 7% cash plus 7% finder warrants exercisable at C$0.20 for 30 months. Expected first tranche close: Dec 19, 2025; final close by Dec 30, 2025.

Net proceeds will fund exploration and development of the Mexican Hat gold project in Arizona; the company cites an NI 43-101 Inferred resource of 688,000 oz Au (effective July 17, 2024) and a PEA effective Aug 8, 2025.

Positive

• Up to C$4,000,000 financing available
• Proceeds earmarked for Mexican Hat exploration and development
• NI 43-101 Inferred resource: 688,000 oz Au

Negative

• Issuance of up to 20,000,000 Units will dilute existing shareholders
• Warrants exercisable at C$0.35 could add further dilution if exercised
• PEA uses Inferred resources, which lack demonstrated economic viability

News Market Reaction – GMVMF

-1.64%

1 alert

-1.64% News Effect

On the day this news was published, GMVMF declined 1.64%, reflecting a mild negative market reaction.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

Units Offered: 20,000,000 units Unit Price: C$0.20 per Unit Gross Proceeds: C$4,000,000 +5 more

8 metrics

Units Offered 20,000,000 units Maximum size of non-brokered private placement

Unit Price C$0.20 per Unit Offering price under LIFE exemption

Gross Proceeds C$4,000,000 Maximum aggregate gross proceeds of the Offering

Warrant Exercise Price C$0.35 per share Exercise price for whole Warrants, 30-month term

Finder Fees 7% cash and 7% warrants Compensation on proceeds and Units placed by Finders

Warrant Term 30 months Exercise period for Unit Warrants and Finder Warrants

Resource Tonnes 36,733,000 tonnes NI 43-101 Inferred mineral resource, effective July 17, 2024

Contained Gold 688,000 ounces Inferred gold resource at 0.2 g/t cut-off, Mexican Hat

Market Reality Check

Price: $0.1373 Vol: Volume 147,600 is 1.44x t...

normal vol

$0.1373 Last Close

Volume Volume 147,600 is 1.44x the 20-day average of 102,646, indicating elevated pre-news activity. normal

Technical Shares are trading below the 200-day moving average of 0.14, signaling a longer-term downtrend despite recent strength.

Peers on Argus

Gold peers showed mixed moves: GRCAF gained 19.53%, IEGCF fell 5.29%, while othe...

Gold peers showed mixed moves: GRCAF gained 19.53%, IEGCF fell 5.29%, while others were flat to modestly positive. GMVMF’s 2.07% gain appears more stock-specific than sector-driven.

Historical Context

5 past events · Latest: Dec 05 (Negative)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Dec 05	Private placement	Negative	-1.6%	Announced non-brokered LIFE financing with units and warrants.
Dec 04	Drill permits	Positive	-1.5%	Received BLM drill permits and outlined ~7,300 m program.
Sep 08	PEA filing	Positive	+5.0%	Filed updated PEA showing strong IRR and NPV sensitivity to gold price.
Aug 13	PEA results	Positive	+11.4%	Announced favorable updated PEA economics and cost metrics.
Jun 11	Option extension	Positive	+5.2%	Extended option on Mexican Hat claims and commissioned new PEA.

Pattern Detected

Positive project updates have typically led to gains, while financing-related news and permits have seen weaker or negative next-day reactions.

Recent Company History

Over the last six months, GMV focused on advancing its Mexican Hat gold project. An Aug 13, 2025 updated PEA and a subsequent Sept 8, 2025 filing both highlighted strong project economics and coincided with gains above 5%. The June 11, 2025 option extension and commissioned PEA also saw a positive reaction. In contrast, drill permits on Dec 4, 2025 and this financing on Dec 5, 2025 were followed by modest declines, suggesting more cautious responses to permitting and dilution-related news.

Market Pulse Summary

This announcement details a non-brokered LIFE financing of up to C$4,000,000 through units with atta...

Analysis

This announcement details a non-brokered LIFE financing of up to C$4,000,000 through units with attached half-warrants, intended to fund exploration and development at the Mexican Hat gold project. It adds to a series of technical milestones, including updated PEA work and permitting progress. Investors may focus on the balance between potential dilution from new shares and warrants and the use of proceeds to advance drilling, resource conversion, and future economic studies.

Key Terms

non-brokered private placement, listed issuer financing exemption, national instrument 45-106, warrant, +4 more

8 terms

non-brokered private placement financial

"GMV Minerals Inc. ... is pleased to announce a non-brokered private placement"

A non-brokered private placement is when a company raises money by selling securities (such as shares or bonds) directly to a small group of chosen investors without using a broker or dealer as a middleman. For investors it matters because it can provide faster, lower-cost access to new investment opportunities but may bring higher risk, less liquidity and potential dilution of existing holdings compared with public offerings.

listed issuer financing exemption regulatory

"Pursuant to the Listed Issuer Financing Exemption"

A listed issuer financing exemption is a regulatory allowance that lets a publicly traded company raise money by selling securities without preparing a full, formal prospectus when specific conditions are met. Think of it as a permitted shortcut with guardrails: it speeds access to capital while still requiring certain disclosures and limits, and it matters to investors because it can dilute existing holdings, change ownership stakes, and quickly affect share price and company funding prospects.

national instrument 45-106 regulatory

"Part 5A of National Instrument 45-106 - Prospectus Exemptions"

A Canadian securities rule that lets companies sell shares or other investments without a full formal offering document when they meet specific conditions and provide required disclosure; it lays out the different exemptions, who can buy under them, and what information must be given. For investors it matters because these exemptions change how much information and legal protection they get — like buying from a farmer’s market vendor instead of a large supermarket, the potential for higher reward can come with less standardized disclosure and greater risk.

warrant financial

"one-half of one (½) common share purchase warrant (each whole warrant, a "Warrant")"

A warrant is a time-limited financial contract that gives its holder the right to buy a company's shares at a set price before a specified date, like a coupon that lets you purchase stock at a fixed discount for a limited time. It matters to investors because warrants offer leveraged exposure to a stock’s upside and can dilute existing shareholders if exercised, so they affect potential gains and the company’s outstanding share count.

ni 43-101 regulatory

"The Company's NI 43-101 mineral resource estimate (Inferred)"

A Canadian regulatory standard that sets the rules for how mining and exploration companies must report mineral resources and reserves, requiring technical reports prepared or signed off by an independent, certified expert. It matters to investors because it creates a consistent, transparent “inspection report” for mining projects, making it easier to compare prospects, judge the reliability of claims, and assess geological and financial risk before investing.

inferred mineral resources technical

"includes Inferred Mineral Resources, as defined by NI 43-101"

An inferred mineral resource is an estimate of the quantity and grade of minerals in the ground based on limited sampling and geological information, where confidence is low and continuity is uncertain. For investors it signals potential value but also higher risk—like a rough sketch of a hidden treasure that requires much more exploration and testing before you can reliably judge its size or economic worth.

preliminary economic assessment technical

"technical report titled "Updated Preliminary Economic Assessment, Mexican Hat Project""

A preliminary economic assessment is an initial analysis that estimates the potential profitability and feasibility of a project or resource, such as a new mineral deposit or development venture. It provides a rough idea of costs, benefits, and risks, helping investors decide whether to pursue more detailed studies. This early evaluation is important because it offers a snapshot of whether the project is worth further investment and development.

statutory hold period regulatory

"subject to a statutory hold period expiring four (4) months and one (1) day"

A statutory hold period is a legally required time window during which newly issued securities or shares received by insiders cannot be sold. It matters to investors because it affects when those shares can enter the market, influencing supply, short-term liquidity and potential price pressure—think of it like a temporary “no-sell” tag that prevents an immediate flood of items onto a store shelf after a big restock.

AI-generated analysis. Not financial advice.

Not for distribution to United States newswire services or for dissemination in the United States.

VANCOUVER, BC / ACCESS Newswire / December 5, 2025 / GMV Minerals Inc. (the "Company" or "GMV") (TSXV:GMV)(OTCQB:GMVMF) is pleased to announce a non-brokered private placement of up to 20,000,000 units (each, a "Unit") at a price of C$0.20 per Unit for aggregate gross proceeds of up to C$4,000,000 (the "Offering").

The Offering is being 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's profile at www.sedarplus.ca and on the Company's website at https://gmvminerals.com. Prospective investors should read the Offering Document before making an investment decision.

Each Unit will consist of one (1) common share of the Company (each, a "Unit Share") and one-half of one (½) common share purchase warrant (each whole warrant, a "Warrant"). Each whole Warrant will entitle the holder thereof to purchase one common share of the Company (each, a "Warrant Share") at a price of C$0.35 for a period of thirty (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 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 (the "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% of the gross proceeds of the Offering raised by such Finder; and (ii) such number of non-transferable common share purchase warrants (the "Finder Warrants") as is equal to 7% of the number of Units placed by such Finder. The Finder Warrants will be exercisable at a price of $0.20 per share any time for a period of thirty (30) months from the date of issuance and will be subject to a statutory hold period expiring four (4) months and one (1) 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 SE Arizona as well as general working capital purposes.

The Offering may close in multiple tranches, with the first tranche closing expected to occur on December 19, 2025, and the final closing to occur no later than December 30, 2025. The Offering is subject to certain conditions including, but not limited to, receipt of all necessary approvals including the acceptance of the TSXV.

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. 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 GMV Minerals' 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: Klassen@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 Offering, including timing, subscribers, and gross proceeds contemplated thereunder, statutory hold periods, and the use of proceeds, 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, the ability to complete the Offering, including the timing and size thereof, ability to obtain all necessary approvals, the final use of proceeds of the Offering, and 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

FAQ

What is the size and price of GMV Minerals' Dec 5, 2025 private placement (GMVMF)?

Up to 20,000,000 Units at C$0.20 per Unit for aggregate gross proceeds up to C$4,000,000.

What does each Unit in the GMV (GMVMF) offering include and warrant terms?

Each Unit includes one common share and one-half warrant; whole warrant exercisable at C$0.35 for 30 months.

When are the expected closing dates for GMV Minerals' offering (GMVMF)?

First tranche expected to close on Dec 19, 2025 and final close no later than Dec 30, 2025.

How will GMV (GMVMF) use the net proceeds from the private placement?

Net proceeds will be used to further exploration and development of the Mexican Hat gold project and for general working capital.

What finder compensation is GMV offering for the private placement (GMVMF)?

Finders receive cash equal to 7% of gross proceeds raised plus finder warrants equal to 7% of Units placed, exercisable at C$0.20 for 30 months.

What is the resource and study status for GMV's Mexican Hat project cited in the release (GMVMF)?

The company reports an NI 43-101 Inferred resource of 688,000 oz Au (effective July 17, 2024) and an Updated PEA effective Aug 8, 2025.