Gespeg Announces Closing of $1,000,000 Private Placement
Gespeg Announces Closing of $1,000,000 Private Placement
THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES NOR FOR DISSEMINATION IN THE
UNITED STATES
SASKATOON, Saskatchewan, Aug. 27, 2020 -- GESPEG RESOURCES LTD. (TSX-V:GCR) (the “Company” or “Gespeg”),
is pleased to announce, pursuant to its news release dated July 31, 2020, that it has closed its non-brokered private
placement for aggregate gross proceeds of $1,000,000 (the “ Offering”) with a lead order from Palisades Goldcorp Ltd. , a
strategic institutional investor. In connection with the Offering, Gespeg issued an aggregate of 20,000,000 units (the “ Units”),
at $0.05 per Unit. Each Unit consists of one common share of the Company and one transferrable common share purchase
warrant (each, a “ Warrant ”). The Warrants are exercisable for a period of 36 months from closing at an exercise price of
$0.075 per Warrant.
Finders fees of $48,680 in cash will be paid and 973,600 non-transferable compensation warrants (each, a “ Compensation
Warrant ”) will be issued in connection with the Offering. The Compensation Warrants are exercisable for a period of 36
months from closing at an exercise price of $0.075 per Compensation Warrant.
Gespeg intends to use the proceeds of the placement for the purposes of continuing work on its prospective copper and gold
properties in the Gaspe Peninsula and Chibougamau region of Quebec, as well as for working capital.
The Offering was conducted under available exemptions from the prospectus requirements of applicable securities legislation
and is subject to all necessary regulatory approvals, including acceptance from the TSX Venture Exchange. All securities
issued pursuant to the Offering are subject to a statutory hold period expiring on December 28, 2020.
Certain directors and officers of the Company (the “ Interested Parties ”) participated in the Offering, which participation
constituted a “related party transaction” under Multilateral Instrument 61-101 – Protection of Minority Security Holders in
Special Transactions (“MI 61-101”). The issuance to the Insiders is exempt from both the formal valuation and the minority
shareholder approval requirements of MI 61-101 in connection with the Offering because neither the fair market value of the
securities issued, nor the consideration for the securities, exceeds 25% of the Company’s market capitalization as calculated
in accordance with MI 61-101.
None of the securities issued in the Offering have been, or will be, registered under the United States Securities Act of 1933,
as amended (the “ 1933 Act”), and none of them may be offered or sold in the United States absent registration or an
applicable exemption from the registration requirements of the 1933 Act. This press release shall not constitute an offer to sell
or a solicitation of an offer to buy nor shall there be any sale of the securities in any state where such offer, solicitation, or sale
would be unlawful.
All references to currency in this news release are to Canadian currency.
About Palisades Goldcorp Ltd.
Palisades Goldcorp Ltd. is a new Canadian resource focused merchant bank. Palisades’ management team has a positive
record of accomplishments and the support of many notable industry financiers. Palisade’s management believes that the
junior resource sector is on the cusp of a major bull market move and is positioning itself with significant stakes in undervalued
companies and assets with the goal of generating superior returns.
About Gespeg Resources Inc.: Gespeg is an exploration company with a focus in strategic and energetic metals and
underexplored regions “Gaspé, Chibougamau Québec”. With a dedicated management team, the Company’s goal is to create
shareholder value through the discovery of new deposits..
GESPEG RESOURCES LTD.
(signed) “Sylvain Laberge”
Sylvain Laberge
President and CEO
514.702.9841
Some of the statements contained in this press release are forward-looking statements and information within the meaning of
applicable securities laws. Forward-looking statements and information can be identified by the use of words such as
“expects”, “intends”, “is expected”, “potential”, “suggests” or variations of such words or phrases, or statements that certain
actions, events or results “may”, “could”, “should”, “would”, “might” or “will” be taken, occur or be achieved. Forward-looking
statements may describe expectations, opinions or guidance that are not statements of fact and which may be based upon
information provided by third parties, including Palisades Goldcorp Ltd. Further, forward-looking statements and information
are not historical facts and are subject to a number of risks and uncertainties beyond the Company’s control. Actual results
and developments are likely to differ, and may differ materially, from those expressed or implied by the forward-looking
statements contained in this news release. Accordingly, readers should not place undue reliance on forward-looking
statements. The Company undertakes no obligation to update publicly or otherwise revise any forward-looking statements,
except as may be required by law.
Neither TSX Venture Exchange nor its Regulations Services Provider (as that term is defined in policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.