News Release – Vancouver, British Columbia – June 19, 2023: GSP Resource Corp. (TSX-V: GSPR) (the “Company” or “GSP”) announces that, further to its news release of April 20, 2023, it closed its non-brokered private placement financing (the “Private Placement”) of 3,000,000 units (each, a “Unit”) at a price of $0.12 per Unit for aggregate gross proceeds of $360,000. Each Unit consists of one common share of the Company and one common share purchase warrant (the “Warrants”). Each Warrant entitles the holder to purchase one common share of the Company at a price of $0.20 per share for a period of thirty-six (36) months following the date of issuance.
All securities issued under the Private Placement are subject to a four month hold period in accordance with applicable securities laws and the policies of the TSX Venture Exchange (the “Exchange”). The Company paid aggregate cash finder’s fees of $7,698.60 and issued 64,155 non-transferable finder warrants to certain brokers on a portion of the Private Placement. The finder warrants otherwise have the same terms as the Warrants. The Private Placement is subject to final acceptance by the Exchange.
Two insiders of the Company subscribed for a total of 150,000 Units 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 capitalization of the Company, as determined in accordance with MI 61-101.
The net proceeds from the Private Placement are expected to be used for exploration of its Alwin project and general working capital and corporate expenses.
In connection with the Private Placement, the Company relied in part on the exemption set out in BC Instrument 45-534 (Exemption from prospectus requirement for certain trades to existing security holders), with a record date of April 19, 2023. The Company confirms there is no material fact or material change relating to the Company that has not been previously disclosed.
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 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: simon@gspresource.com
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, the intended use of proceeds from the Private Placement, 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 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 exploration and cost estimates and the potential for unexpected costs and expenses, 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 conditions, adverse weather or climate conditions, failure to maintain or obtain all necessary government permits, approvals and authorizations, failure to maintain or obtain 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.
