GSP Resource Corp. Signs Letter of Intent to Acquire the Alwin Copper-GOLD-Silver Project
GSP RESOURCE CORP. SIGNS LETTER OF INTENT TO ACQUIRE THE ALWIN
COPPER-GOLD-SILVER PROJECT
Vancouver, British Columbia – January 8, 2020: GSP Resource Corp. (TSX -V: GSPR ) (the
“Company” or “GSP”) is pleased to announce it has entered into a letter of intent (“LOI”) with Richard
John Billingsley and S. Gaye Richards (the “Vendors”), whereby GSP and the Vendors will negotiate
and settle the terms of a definitive option agreement (the “ Option Agreement”) that will provide GSP
with an option to acquire a 100% interest in the Vendor’s right, title and interest in and to the mineral
claims compromising the mineral exploration and development project known as the “ Alwin Project”,
located in the Kamloops Mining Division, 18 km west of Logan Lake, British Columbia (the
“Transaction”). The Alwin Project includes the past -producing Alwin Copper Mine and is located
immediately west of Teck Resources’ (TSX:TECK.B) Valley porphyry copper-molybdenum-silver ore
body. The Alwin Project location is in the Guichon Batholith, within three kilometers of Teck Resources’
Highland Valley Copper open pit. Mineralization hosted on nearby properties is not necessarily indicative
of mineralization that may be hosted on the Alwin Project.
Historical resource estimates as detailed in this news release exist on the Alwin property and is located
in a mineralized structure that has been the subject of historic mine production. The 575.72-hectare
project has several targets that were identified in previous drilling , soil sampling & IP surveys in the
2005-2008 period. Commercial production at the Alwin mine ceased during a period of low copper prices
in 1982 and the most recent major exploration program ceased during the 2008/ 2009 global financial
crisis.
Simon Dyakowski, President and CEO comments “We are pleased to complement our Olivine Mountain
project with the Alwin Copper-Gold-Silver project. With the addition of Alwin, GSP will have established
a strong footprint of catalyst-rich projects in Southwestern British Columbia. We believe that the Alwin
Project represents significant upside for further discovery”.
Alwin Project History:
Exploration and mining programs were conducted on the property during the period of 1967 - 2008 by
several mining companies and syndicates. Previous operators have mined ~230,000 tonnes of ore grading
approximately 1.5% copper 1. Approximately 2700 meters of underground tunneling have been
established on the project , including 649 diamond drill hol es, totaling 34,500 meters have been
completed. In addition, trenching, geophysics and geological mapping on the property is well -
documented.
Historical Resource Estimates:
A summary report prepared by John R. Kerr, P. Eng, dated November 15, 2006 on the Alwin Property,
Kamloops Mining Division, British Columbia, is available on www.sedar.com under the profile of San
Marco Resources (the “Report”).
1 Summary Report prepared by John R. Kerr, P. Eng, dated November 15, 2006 on the Alwin Property, Kamloops
Mining Division, British Columbia, for Max Investments Inc. on behalf of San Marco Resources Inc. is available on
www.sedar.com under the profile of San Marco Resources.
The Report disclosed a historical resource estimate was calculated in 1969/1970 by Bacon & Crowhurst
Ltd. and Sandwell & Company Ltd. This historical resource estimate was not created using Standards of
Disclosure for Mineral Projects as outlined in National Instrument 43-101. As noted below, the Company
is not considering the estimate as current and further drilling is needed in order to upgrade the historical
resource estimate. A summary of this historical resource estimate reported a total of 955,000 tonnes
grading 2.51% copper and 11.7 g/t silver. The calculation was based on 1967 - 1969 drill programs (200
holes).
The Report also disclosed that mining in 1972 and 1981 account ed for 240,000 tonnes grading 1.5%
copper and after the last period of mining in 1981, a historical resource estimate was reported by Dekalb
Mining Corp. to have been completed in 1982. The 1982 summary of this calculation reported a total of
390,000 tonnes grading 2.50% Copper that exists in the ground today after historical mining events. The
calculation was based on drill results of 1967 to 1981 drill programs. As noted below, the Company is
not considering the estimate as current and further drilling is needed in order to upgrade the historical
resource estimate.
The Company believes that the historical estimates are relevant to conduct exploration on the Alwin
Project.
Terms of the Proposed Transaction
Under the terms of the LOI, GSP may acquire a 100% interest in the Alwin Project by making certain
staged cash payments and share payments of common shares in the capital of GSP to the Vendors.
a. Cash payable:
i. CAD$25,000 upon receipt of TSX Venture Exchange approval of the Option
Agreement (the “Approval Date”);
ii. CAD$25,000 on or before the 1st Anniversary of the Approval Date;
iii. CAD$25,000 on or before the 2nd Anniversary of the Approval Date;
iv. CAD$50,000 on or before the 3rd Anniversary of the Approval Date;
v. CAD$50,000 on or before the 4th Anniversary of the Approval Date; and
vi. CAD$75,000 on or before the 5th Anniversary of the Approval Date.
b. GSP common shares:
i. 200,000 on the Approval Date;
ii. 200,000 on or before the 1st anniversary of the Approval Date;
iii. 300,000 on or before the 2nd Anniversary of the Approval Date;
iv. 400,000 on or before the 3rd Anniversary of the Approval Date;
v. 500,000 on or before the 4th Anniversary of the Approval Date;
vi. 900,000 on or before the 5th Anniversary of the Approval Date; and
vii. 2,000,000 on or before the earlier of a bankable feasibility study and the 8th
anniversary of the Approval Date.
c. Gross Smelter Returns Royalty (“GSR Royalty”):
i. 1.8% GSR Royalty to the Vendors with GSP option to repurchase 0.8% GSR
Royalty on or before the 1 st anniversary of commencement of commercial
production for CAD$1.5 million, leaving the Vendors with a 1% GSR Royalty.
Further details regarding the proposed Transaction with the Vendors will be provided in a comprehensive
news release if, and when, the parties enter into the Option Agreement.
Qualified Person
The scientific and technical information contained in this news release as it relates to the Alwin Project
has been reviewed and approved by Christopher I Dyakowski, P.Geo, a director and “Qualified Person”
as defined in National Instrument 43-101 – Standards of Disclosure for Mineral Projects. The Company
is not treating this historical resource estimate s as current mineral resources and the Qualified Person
responsible for review of the historical resource estimate s on behalf of the Company has not performed
significant work to classify the historical resource estimates as a current mineral resource. The Company
has not undertaken any verification of the historical data upon which the historical estimates are based
on.
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 Regula tion 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.
Investors are cautioned that the historical estimates do not mean or imply that economic deposits exist on the properties.
The Company has not undertaken any independent investigation of the historical estimates nor has it independently
analyzed the results of the previous exploration work in order to verify the accuracy of the information.
Forward Looking Information
This news release includes certain statements that constitute “forward -looking information” within the meaning of
applicable securities la w, including without limitation, execution of the Option Agreement, completing the proposed
Transaction with the Vendors, exploration work on the Alwin Project, other statements relating to the technical, financial
and business prospects of the Company, its projects and other matters.
Forward-looking statements address future events and conditions and are necessarily based upon a number of estimates
and assumptions. These statements relate to analyses and other information that are based on forecasts of future results,
estimates of amounts not yet determinable and assumptions of management. Any statements that express or involve
discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events
or performance (often, but not always, using words or phrases such as “expects” or “does not expect”, “is expected”,
“anticipates” or “does not anticipate”, “plans”, “estimates” or “intends”, or stating that certain actions, events or results
“may”, “could”, “would”, “might” or “will” be taken, occur or be achieved), and variations of such words, and similar
expressions are not statements of historical fact and may be forward -looking statements. Forward-looking statement are
necessarily based upon a number of fa ctors that, if untrue, could cause the actual results, performances or achievements
of the Company to be materially different from future results, performances or achievements express or implied by such
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, anticipated
costs and the ability to achieve 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, and that third party contractors,
equipment and supplies and governmental and other approvals required to conduct the Company’s planned exploration
activities will be available on reasonable terms and in a timely manner . While such estimates and assumptions are
considered reasonable by the management of the Company, they are inherently subject to significant business, economic,
competitive and regulatory uncertainties and risks.
Forward-looking statements are subject to a variety of risks and uncertainties, which could cause actual events, level of
activity, performance or results to differ materially from those reflected in the forward- looking statements, including,
without limitation: (i) risks related to gold , copper and other commodity price fluctuations; (ii) risks and uncertainties
relating to the interpretation of exploration results; (iii) risks related to the inherent uncertainty of exploration and cos t
estimates and the potential for unexpected costs and expens es; (iv) that resource exploration and development is a
speculative business; (v) that the Company may lose or abandon its property interests or may fail to receive necessary
licences and permits; (vi) that environmental laws and regulations may become more onerous; (vii) that the Company
may not be able to raise additional funds when necessary; (viii) the possibility that future exploration, development or
mining results will not be consistent with the Company’s expectations; (ix) exploration and development risks, including
risks related to accidents, equipment breakdowns, labour disputes or other unanticipated difficulties with or interruptions
in exploration and development; (x) competition; (xi) the potential for delays in exploration or development activities or
the completion of geologic reports or studies; (xii) the uncertainty of profitability based upon the Company’s history of
losses; (xiii) risks related to environmental regulation and liability; (xiv) risks associated with failure to maintain
community acceptance, agreements and permissions (generally referred to as “social licence”); (xv) risks relating to
obtaining and maintaining all necessary government permits, approvals and authorizations relating to the continued
exploration and development of the Company’s projects; (xvi) risks related to the outcome of legal actions; (xvii) political
and regulatory risks associated with mining and exploration; (xix) risks related to current global financial conditions; and
(xx) other risks and uncertaint ies related to the Company’s prospects, properties and business strategy. These risks, as
well as others, could cause actual results and events to vary significantly.
Factors that could cause actual results to differ materially from those in forward looki ng statements include, but are not
limited to, continued availability of capital and financing and general economic, market or business conditions, the loss
of key directors, employees, advisors or consultants, adverse weather conditions, increase in costs , equipment failures,
litigation, exchange rate fluctuations, failure of counterparties to perform their contractual obligations and fees charged
by service providers. Investors are cautioned that forward- looking statements are not guarantees of future per formance
or events and, accordingly are cautioned not to put undue reliance on forward- looking statements due to the inherent
uncertainty of such statements. The forward -looking statements included in this news release are made as of the date
hereof and the Company disclaims any intention or obligation to update or revise any forward -looking statements,
whether as a result of new information, future events or otherwise, except as expressly required by applicable securities
legislation.