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GSPR.V ·

GSP Resource Corp. Closes Second Tranche of Private Placement

Financings

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. CLOSES SECOND TRANCHE OF PRIVATE PLACEMENT

News Release - Vancouver, British Columbia – August 24, 2021: GSP Resource Corp. (TSX-V:

GSPR) (the “Company” or “GSP”) announces that further to its news release dated July 14, 2021,

it has closed the second tranche (the "Second Tranche") of its non-brokered private placement (the

"Private Placement"). Under the Second Tranche, the Company has issued 300,000 units (each, a

“Unit”) at a price of $0.35 per Unit for gross proceeds of $105,000. Each Unit consists of one ‘flow-

through’ common share and one -half of one transferable common share purchase warrant

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

Company at a price of $0.50 per share for a period of three (3) years following the date of issuance.

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.

Proceeds from the Private Placement are expected to be used for exploration and development work

on the Company’s Alwin Mine Copper-Silver-Gold Project.

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. GSP also owns 100% of 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 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, use of funds from the Private Placement , future

exploration work on the Company’s Alwin Project, other statements relating to the technical, financial and

business prospects of the Company 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 assum ptions, 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 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 and general economic, market or business condi tions, adverse weather

conditions, decrease in the price of copper and gold, failure to maintain all necessary government permits,

equipment failures, the impact of Covid-19 or other viruses and diseases on the Company’s ability to operate,

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.