GSP Resource Corp. Closes over-Subscribed Private Placement
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GSP RESOURCE CORP. CLOSES OVER-SUBSCRIBED PRIVATE PLACEMENT
Vancouver, British Columbia – September 23, 2024: GSP Resource Corp. (TSX-V: GSPR) (the
“Company” or “GSP”) announces that, further to its news release on September 11, 2024, it has
closed an over-subscribed non-brokered private placement (the “Private Placement”) of 6,500,000
units (“Units”) at a price of $0.10 per Unit for aggregate gross proceeds of $650,000. Each Unit is
comprised of one common share (a “Share”) and one -half of one transferable common share
purchase warrant (each full warrant, a “Warrant”). Each Warrant entitles the holder thereof to
purchase one common share of the Company at a price of $0.15 per share at any time on or before
September 23, 2026.
Two insiders of the Company (the President and Chief Executive Officer and a Director) subscribed
for a total of 400,000 Units for aggregate gross proceeds of $40,000 under the Private Placement.
Participation by the insiders constitutes a related party transaction as defined under Multilateral
Instrument 61-101 (“ MI 61-101”). The Company is relying on the exemptions from the valuation
and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and
5.7(1)(a) of MI 61-101, as the fair market value of the participation in the Private Placement by
insiders does not exceed 25% of the market capitaliz ation of the Company, as determined in
accordance with MI 61-101.
The Company paid aggregate cash finder’s fees of $9,310 and issued 93,100 broker warrants
(“Broker Warrants”) to certain brokers on a portion of the Private Placement. The Broker Warrants
are non-transferable and otherwise have the same terms as the Warrants. The Shares and any common
shares of the Company that are issuable upon the exercise of Warrants and Broker Warrants are
subject to 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 TSX
Venture Exchange.
The Company intends to use the net proceeds of the Private Placement towards exploration and
development work on the Alwin Mine Copper-Silver -Gold Project and for general working capital
purposes.
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.
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 t o, 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, carrying out future
exploration work on the Alwin project, other statements relating to the technical, financial and business prospects of the
Company, its projects, goals 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 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 the risks and uncertainties relating to the interpretation of exploration results, risks related to the
inherent uncertainty of explorat ion 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
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 or c limate conditions, failure to obtain
or maintain all necessary government permits, approvals and authoriz ations, 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 perform their contractual obligations. The Company does not undertake to
update forward‐looking statements or forward‐looking information, except as required by law.