GSP Announces Flow-Through Financing
GSP ANNOUNCES FLOW-THROUGH FINANCING
Vancouver, British Columbia – October 29, 2019: GSP Resource Corp. ( TSX-V: GSPR) (the
“Company” or “GSP”) is pleased to announce that it intends to complete a non- brokered private
placement of up to 1,000,000 flow-through units (each a “FT Unit”) at a price of $0.15 per FT Unit
for gross proceeds of up to $150,000 (the “Private Placement”).
Each FT Unit will consist of one flow-through common share (the “FT Shares”) and one non flow-
through common share purchase warrant (the “ Warrants”). Each whole Warrant will entitle the
holder to purchase one additional 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 th e date of issue (the “Expiry
Time”), provided that, if after four months from the date of issue, the closing price of the common
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 W arrants by giving notice to the holders of the W arrants by news release or other form of
notice permitted by the certificate representing the W arrants that the W arrants 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).
In connection with the P rivate Placement, the company may pay finders ’ fees in cash or secu rities,
or a combination of both, as permitted by the policies of the TSX Venture Exchange (the
“Exchange”). All securities issued pursuant to the Private Placement will be subject to a four-month
hold period. The Private Placement is subject to approval by the Exchange.
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 include, without limitation, statements that addres s the upcoming work programs, and other statements
relating to the Private Placement, business, financial and technical prospects of the Company. All statements in this news
release, other 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 reasonable 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 business 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 financing 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 th e 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 and 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, litigation, 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.