1. Name and Address of Company GSP Resource Corp. (the "Company")
FORM 51-102F3
MATERIAL CHANGE REPORT
1. Name and Address of Company
GSP Resource Corp. (the "Company")
Suite 1610-777 Dunsmuir Street
Vancouver, BC, V7Y 1K4
2. Date of Material Change
November 4, 2019.
3. News Release
A news release was issued and disseminated on November 4 , 2019 through a newswire
distribution service and filed on SEDAR. A copy of the news release is attached hereto as
Schedule “A”.
4. Summary of Material Change
The Company completed a n oversubscribed non-brokered private placement offering of
1,120,000 flow-through units ("FT Units") at a price of $0. 15 per FT Unit for gross proceeds of
$168,000 (the " Offering"). Each FT Unit consisted of one common share in the capital of the
Company ("Common Share") issued on a "CEE flow -through" basis pursuant to the Income Tax
Act (Canada) and one common share purchase warrant (" Warrant"), each exercisable at a price
of $0.20 to acquire one Common Share (each, a " Warrant Share") for 24 months from issuance,
subject to an acceleration clause.
5. Full Description of Material Change
5.1 Full Description of Material Change:
A news release was issued and disseminated on November 4 , 2019 through a newswi re
distribution service and filed on SEDAR. A copy of the news release is attached hereto as
Schedule “A”.
Three insiders (the "Insider Placees") purchased a total of 300,000 FT Units under the Offering.
These subscriptions constituted "related party transactions" with the Company under applicable
securities regulatory rules and policies. The Insider Placee s and their Common Share positions
before and after completion of the Offering are as follows:
Insider Placee
Number of
Common
Shares Owned
Prior to the
Offering
Number of
Common
Shares
Acquired
under the
Offering
Number of
Common
Shares
Owned After
the Offering
Percentage
of
Common
Shares
After the
Offering(1)
Number of
Common
Shares Owned
After the
Offering
(Diluted)(3)
Percentage of
Common Shares
After the
Offering
(Partially
Diluted)(2)
Simon Dyakowsi 1,615,000 100,000 1,715,000 14.63% 1,815,000 15.35%
Jordan Trimble 800,000 100,000 900,000 7.68% 1,000,000 8.46%
Justin Kates 300,000 100,000 400,000 3.41% 500,000 4.23%
Notes:
(1) Based on issued and outstanding Common Share on an undiluted basis after completion of the Offering.
(2) Based on issued and outstanding Common Shares on a partially diluted basis taking into account the Warrant
Shares issuable to the Insider Placee, but excluding Common Shares underlying other outstanding convertible
securities of the Company.
(3) Includes Warrant Share s issuable to the Insider Placee , but excludes Common Shares underlying other
outstanding warrants and options issued by the Company.
The Insider Placee s participated in the Offering in order to assist the Company in raising the
required funds to pursue its business objectives and for investment purposes. The Insider Placees '
subscriptions contributed $ 45,000 of gross proceeds to the Company under the Offering. The
Insider Placee s entered into subscription agreement s with the Company that contain customary
terms and in the same form that was entered into by other subscribers under the Offering.
The subscription for the FT Units by the Insider Placee s constituted "related party transaction s"
within the meaning of TSXV Policy 5.9 and Multilateral Instrument 61 -101 – Protection of
Minority Security Holders in Special Transactions ("MI 61 -101") adopted in such policy. The
Company has relied on the exemptions from the formal valuation and minority approval
requirements of MI 61 -101 contained in sections 5.5(a) and 5.7(a)(1), respectively, of MI 61 -101
in respect of related party participation in the Offering on the basis that ne ither the fair market
value of the subject matter of, nor the fair market value of the consideration for, the subscription s
for Units by the Insider Placee s exceeded 25% of the Company's "market capitalization" (as
calculated for the purposes of MI 61 -101). This material change report is not being filed more
than 21 days prior to closing the Offering as the details of the participation of the Insider Placees
had not been confirmed at that time.
5.2 Disclosure for Restructuring Transactions:
Not applicable.
6. Reliance on subsection 7.1(2) of National Instrument 51-102:
Not applicable.
7. Omitted Information
Not applicable.
8. Executive Officer
The name and business telephone number of an executive officer of the Company who is
knowledgeable about the material change and this material change report is:
Simon Dyakowski, President, CEO & Director
Tel: (604) 619-7469
Email: [email protected]
9. Date of Report
November 4, 2019.
SCHEDULE "A"
GSP RESOURCE CORP. ANNOUNCES CLOSING OF FLOW-THROUGH
PRIVATE PLACEMENT
Vancouver, British Columbia – November 4, 2019: GSP Resource Corp. (TSX-V: GSPR) (the “Company”
or “ GSP”) is pleased to announce that further to its news release on October 29, 2019, it has closed its
oversubscribed non-brokered private placement of 1,120,000 flow -through units (each a “FT Unit”) at a price
of $0.15 per FT Unit for gross proceeds of $168,000 (the “Private Placement”). As previously disclosed, each
FT Unit consists of one flow -through common share (the “ FT Shares”) and one non flow -through common
share purchase warrant (the “ Warrants”). Each whole Warrant entitles the holder to purchase one addi tional
non flow-through common share of the Company at an exercise price of $0.20 per common share for a period
of 24 months from the date of issue (the “ Expiry Time”), provided that, if after four months from the date of
issue, the closing price of the co mmon shares of the Company on any stock exchange or quotation system on
which the common shares are then listed or quoted is equal to or greater than $0.40 for a period of ten (10)
consecutive trading days at any time prior to the Expiry Time, the Company will have the right to accelerate
the Expiry Time of the Warrants by giving notice to the holders of the Warrants by news release or other form
of notice permitted by the certificate representing the Warrants that the Warrants will expire at 4:30 p.m.
(Vancouver time) on a date that is not less than fifteen (15) days from the date notice is given. The FT Shares
will entitle the holder to receive the tax benefits applicable to flow -through shares, in accordance with
provisions of the Income Tax Act (Canada).
Three insiders of the Company subscribed for FT Units, constituting “related party transactions” within the
meaning of TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61 -101 – Protection of Minority
Security Holders in Special Transactions (“MI 61-101”) adopted in such policy. The Company has relied on
the exemptions from the formal valuation and minority approval requirements of MI 61 -101 contained in
sections 5.5(a) and 5.7(a)(1), respectively, of MI 61 -101 in respect of related party part icipation in the Private
Placement on the basis that neither the fair market value of the subject matter of, nor the fair market value of
the consideration for, the subscriptions for Units by the Insider Placees exceeded 25% of the Company’s
“market capita lization” (as calculated for the purposes of MI 61 -101). Further details will be included in a
material change report to be filed by the Company. The material change report will not be filed more than 21
days prior to the closing of the Private Placement d ue to the timing of the announcement of the Private
Placement and closing occurring in less than 21 days.
All securities issued pursuant to the Private Placement are subject to a four month hold period from the closing
date in accordance with applicable securities laws.
The proceeds raised from the FT Units will be used for exploration work on the Company’s Olivine Mountain
property located in the Similkameen Mining Division, 25 km northwest of Princeton, British Columbia, and
other Canadian Exploration Expenses (within the meaning of the Income Tax Act (Canada)), with the
Company using its best efforts to ensure that such Canadian Exploration Expenses qualify as a “flow -through
mining expenditure” for purposes of the Income Tax Act (Canada), related to the exploration of the Company’s
exploration projects.
About GSP Resource Corp. : GSP Resource Corp. is a mineral exploration company focused on the
acquisition, exploration and development of mineral resource properties. The Company has an option to
acquire a 100% interest and title to the Olivine Mountain Property.
Contact Information - For more information, please contact:
Simon Dyakowski, Chief Executive Officer & Director
Tel: (604) 619-7469
Email: [email protected]
Neither the 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.
Forward-Looking Information
This news release contains “forward‐looking information or statements” within the meaning of applicable securities laws,
which may incl ude, without limitation, statements that address the upcoming work programs and planned expenditures,
use of proceeds, and other statements relating to the business, financial and technical prospects of the Company. All
statements in this news release, oth er than statements of historical facts, that address events or developments that the
Company expects to occur, are forward -looking statements. Although the Company believes the expectations expressed
in such forward -looking statements are based on reasonab le assumptions, such statements are not guarantees of future
performance and actual results may differ materially from those in the forward -looking statements. Such statements and
information are based on numerous assumptions regarding present and future b usiness strategies and the environment in
which the Company will operate in the future, including the price of metals, the ability to achieve its goals, that general
business and economic conditions will not change in a material adverse manner, that financ ing will be available if and
when needed and on reasonable terms. Such forward-looking information reflects the Company’s views with respect to
future events and is subject to risks, uncertainties and assumptions, including those filed under the Company’s profile on
SEDAR at www.sedar.com. Factors that could cause actual results to differ materially from those in forward looking
statements include, but are not limited to, continued availability of capital and financing a nd general economic, market or
business conditions, adverse weather conditions, failure to maintain all necessary government permits, approvals and
authorizations, failure to maintain community acceptance (including First Nations), increase in costs, litig ation, and
failure of counterparties to perform their contractual obligations. The Company does not undertake to update
forward‐looking statements or forward‐looking information, except as required by law.