GSP Resource Corp. Announces Private Placement Financing

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR RELEASE, PUBLICATION, DISTRIBUTION OR

DISSEMINATION DIRECTLY, OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES.

GSP RESOURCE CORP. ANNOUNCES PRIVATE PLACEMENT FINANCING

Vancouver, British Columbia – April 30, 20 20: 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 2,000,000 units (each a “Unit”) at a price of $0.15 per Unit for gross proceeds of

up to $300,000. Each Unit consists of one common share and one-half of one common share purchase

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

the Company at a price of $0.20 per share for a period of twenty-four (24) months following the date

of issuance.

In connection with the Private Placement, the C ompany may pay finders’ 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 four -month hold period. The Private Placement is subject to approval by the

Exchange.

The Private Placement will be conducted pursuant to available prospectus exemptions including sales

to accredited investors, family members, close friends and business associates of directors and

officers of the Company, to purchasers who have obtained suitability advice from a registered

investment dealer pursuant to the exemption set out in BC Instrument 45- 536 (Exemption from

prospectus requirement for certain distributions through an investment dealer) (the “Investment

Dealer Exemption”) and to existing shareholders of the Company pursuant to the exemption set out

in British Columbia Securities Commission BC Instrument 45 - 534 (Exemption from prospectus

requirement for certain trades to existing security holders) (the “ Existing Shareholder

Exemption”).

For subscribers utilizing the Existing Shareholder Exemption, the Private Placement is available to

all shareholders of the Company as at April 29, 2020, (the “Record Date”) (and still are shareholders)

who are eligible to participate under the Existing Shareholder Exemption. Any person who becomes

a shareholder of the Company after the Record Date is not permitted to participate in the Private

Placement using the Existing Shareholder Exemption but other exemptions may still be available to

them. Shareholders who became shareholders after the record date should consult their professional

advisors when completing their subscription form to ensure that they use the correct exem ption.

Orders will be processed by the Company on a first come, first served basis such that it is possible

that a subscription received from a shareholder may not be accepted by the Company if the Private

Placement is over subscribed.

There are conditions and restrictions when relying upon the Existing Shareholder Exemption,

namely, the subscriber must: a) be a shareholder of the Company on the Record Date (and still are a

shareholder), b) be purchasing the Units as a principal, i.e. for their own account and not for any

other party, and c) may not purchase more than $15,000 value of securities from the Company in any

twelve month period, unless they have first received ‘suitability advice’ from a registered investment

dealer and, in this case, subscribers will be asked to confirm the registered investment dealer ’s

identity and employer.

There is no minimum offering size and the maximum offering is 2,000,000 Units for gross proceeds

of $300,000. Assuming the offering is fully subscribed, the Company plans to allocate the gross

proceeds of the offering to: (i) exploration (drilling, permitting, and modelling) on its Alwin project

($200,000) and (ii) general working capital ($100,000).

If the Private Placement is not fully subscribed, the Company will apply the proceeds to the above

uses in priority and in such proportions as the Board of Directors and management of the Company

determine is in the best interests of the Company. Although the Company intends to use the proceeds

of the Private Placement as described above, the actual allocation of proceeds may vary from the uses

set out above depending on future events or opportunities and market conditions.

Subscribers in all Canadian jurisdictions may utilize the Existing Shareholder Exemption.

Subscribers implementing the Investor Dealer Exemption must reside in one of the following

jurisdictions: Alberta, British Columbia, Manitoba, New Brunswick and Saskatchewan.

As required by the Investment Dealer Exemption, the Company confirms there is no material fact or

material change relating to the Company that has not been generally.

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.

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.

This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any

of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful, including any of the

securities in the United States of America. The securities have not been and will not be registered under the United States

Securities Act of 1933, as amended (the “ 1933 Act”) or any state securities laws and may not be offered or sold within

the United States or to, or for account or benefit of, U.S. Persons (as defined in Regulation S under the 1933 Act) unless

registered under the 1933 Act and applicable state securities laws, or an exemption from such registration requirements

is available.

Forward-Looking Information

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

which may include, without limitation, closing of the Private Placement, estimated use of proceeds, future exploration

work on the Company’s projects , 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 sta tements. 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 r espect 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 f rom 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.