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GSPR.V ·

GSP Resource Corp. Announces Flow-Through Units Private Placement

Financings

Not for distribution to United States Newswire Services or for dissemination in the United States

GSP Resource Corp. Announces Flow-Through Units Private Placement

News Release - Vancouver, British Columbia – October 24, 2024: GSP Resource Corp. (TSX -V:

GSPR) (the “ Company” or “GSP”) announces a non-brokered private placement of up to 2,000,000

units (each, a “Unit”) at a price of $0.14 per Unit for gross proceeds of up to $280,000 (the “Private

Placement”). Each Unit consists of one common share to be issued as a “flow-through share” within the

meaning of the Income Tax Act (Canada) (the “ITA”) (a “FT Share”) and one-half of one transferable

common share purchase warrant (“ Warrants”). Each whole Warrant entitles the holder thereof to

purchase one common share of the Company at a price of $0.21 per share for a period of two (2) years

following the closing date of the Private Placement.

The Company intends to use the proceeds from the sale of the FT Shares towards exploration work on

the Alwin Mine Copper -Silver-Gold Project (the “ Alwin Project ”) and intends that such expenses

incurred will be eligible for the Critical Mineral Exploration Tax Credit (the “CMETC”). Proceeds from

the sale of FT Shares will be used to incur “Canadian exploration expenses” as defined in subsection

66.1(6) of the ITA and “flow through mining expenditures” as defined in subsection 127(9) of the ITA

and will be targeted for critical minerals for eligibility under the CMETC. Such proceeds will be

renounced to the subscribers with an effective date not later than December 31, 2024, in the aggregate

amount of not less than the total amount of gross proceeds raised from the issue of FT Shares.

In connection with the Private Placement, the Company may pay finder’s fees in cash or securities, or a

combination of both, as permitted by the policies of the TSX Venture Exchange (the “ Exchange”) and

applicable securities laws. All securities issued pursuant to the Private Placement will be subject to a

statutory hold period of four months and one day following the closing date of the Private placement in

accordance with applicable Canadian securities laws and the policies of the Exchange.

The Company is subject to certain conditions including, but not limited to, the receipt of all necessary

approvals including the approval of the Exchange.

About GSP Resource Corp.: GSP Resource Corp. is a mineral exploration & development company

focused on projects located in Southwestern British Columbia. The Company has an option to acquire a

100% interest and title to the Alwin Mine Copper-Gold-Silver Property in the Kamloops Mining Division,

as well as an option to acquire 100% interest and title to the Olivine Mountain Property in the

Similkameen Mining Division, of which it has granted an option to earn a 60% interest to a third party.

For more information, please contact:

Simon Dyakowski, Chief Executive Officer & Director

Tel: +1 (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.

The securities offered have not been, and will not be, registered under the United States Securities Act of

1933, as amended (the “ U.S. Securities Act”) or any U.S. state securities laws, and may not be offered

or sold in the United States or to, or for the account or benefit of, United States persons absent registration

or an applicable exemption from the registration requirements of the U.S. Securities Act and applicable

U.S. state securities laws. This press r elease does not constitute an offer to sell or the solicitation of an

offer to buy securities in the United States, nor in any other jurisdiction.

Forward-Looking Information

This news release contains “forward‐looking information or statements” within the meaning of applicable

securities laws, which may include, without limitation, exploration work on the Alwin Project, the closing of

the Private Placement, other statements relating to the technical, financial and business prospects of the

Company, its projects and other matters. 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 reaso nable terms. Such forward -looking information reflects the

Company’s views with respect to future events and is subject to risks, uncertainties and assumptions, including

the risks and uncertainties relating to the interpretation of exploration results, risks related t o the inherent

uncertainty of exploration and cost estimates and the potential for unexpected costs and expenses, and those

filed under the Company’s profile on SEDAR+ at www.sedarplus.ca. Factors that could cause actual results

to differ mate rially 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 or

climate conditions, failure to maintain all necessary government permits, approvals and authorizations, failure

to obtain or maintain community acceptance (including First Nations), decrease in the price of copper, gold,

silver and other metals, increase in costs, litigation, and failure of counterparties to p erform their contractual

obligations. The Company does not undertake to update forward‐looking statements or forward‐looking

information, except as required by law.