(TheNewswire)
Vancouver, B C - TheNewswire - April 20, 2023 - GSPResource Corp. ( TSX-V:GSPR ) (the “ Company ” or“ GSP ”) announce s it has appointed Mr. Rodney Stevensas Director. Mr. Stevens is a CharteredFinancial Analyst (“CFA”) charterholder with over a decade ofexperience in the capital markets, first as an investment analystcovering the silver mining and exploration sector with Salman PartnersInc. and subsequently as a merchant and investment banker.
While at Salman Partners, Mr. Stevens became atop-rated analyst as named by StarMine on July 17, 2007, for themetals and mining industry. Mr. Stevens was also a Portfolio Managerregistered with Wolverton Securities Ltd. and over the course of hiscareer, he has been instrumental in assisting in financings andmergers and acquisitions activities worth over $1 billion intransaction value.
Simon Dyakowski, CEO commented, “Rodney will be aninvaluable asset to the GSP team as we continue to build the Companyinto an innovative exploration company for the copper, silver, andgold industry. I am excited to continue the work underway by thecompany, and happy that Rodney has come onboard to help us rapidlyadvance our goals.”
Private Placement Financing
The company also announces that it intends to completea non-brokered private placement (the “ Private Placement ”)of up to 3,000,000 units (each a “ Unit ”) at a priceof $0.12 per Unit for gross proceeds of up to $360,000. Each Unitconsists of one common share and one common share purchase warrant(the “ Warrants ”). Each Warrant entitles the holder to purchase onecommon share of the Company at a price of $0.20 per share for a periodof thirty-six (36) months following the date of issuance.
In connection with the Private Placement, the Companymay pay finders’ fees in cash or securities, or a combination ofboth, as permitted by the policies of the TSX Venture Exchange (the“ Exchange ”) and applicable securities laws. All securities issuedpursuant to the Private Placement will be subject to a four-month holdperiod. The Private Placement is subject to approval by theExchange.
The Private Placement will be conducted pursuant toavailable prospectus exemptions including sales to accreditedinvestors, family members, close friends and business associates ofdirectors and officers of the Company, to non-accredited purchaserswho have obtained suitability advice from a registered investmentdealer pursuant to the exemption set out in BC Instrument 45-536 andsimilar provisions in securities legislation of other jurisdictions(Exemption from prospectus requirement for certain distributionsthrough an investment dealer) (the “ Investment Dealer Exemption ”) and to existing shareholders of the Company pursuant tothe exemption set out in British Columbia Securities Commission BCInstrument 45- 534 and similar provisions in securities legislation ofother jurisdictions (Exemption from prospectus requirement for certaintrades to existing security holders) (the “ Existing Shareholder Exemption ”).
For subscribers utilizing the Existing ShareholderExemption, the Private Placement is available to all shareholders ofthe Company as at April 19, 2023, (the “ Record Date ”) (andstill are shareholders) who are eligible to participate under theExisting Shareholder Exemption. Any person who becomes a shareholderof the Company after the Record Date is not permitted to participatein the Private Placement using the Existing Shareholder Exemption butother exemptions may still be available to them. Shareholders whobecame shareholders after the record date should consult theirprofessional advisors when completing their subscription form toensure that they use the correct exemption. Orders will be processedby the Company on a first come, first served basis such that it ispossible that a subscription received from a shareholder may not beaccepted by the Company if the Private Placement is oversubscribed.
There are conditions and restrictions when relying uponthe Existing Shareholder Exemption, namely, the subscriber must: a) bea shareholder of the Company on the Record Date (and still are ashareholder), b) be purchasing the Units as a principal, i.e. fortheir own account and not for any other party, and c) may not purchasemore than $15,000 value of securities from the Company in any twelvemonth period, unless they have first received ‘suitability advice’from a registered investment dealer and, in this case, subscriberswill be asked to confirm the registered investment dealer’s identityand employer.
There is no minimum offering size and the offering sizeis up to 3,000,000 Units for gross proceeds of $360,000. Assumingthe offering is fully subscribed, the Company plans to allocate thegross proceeds of the offering to: (i) exploration (drilling,permitting, and modelling) on its Alwin project ($260,000) and (ii)general working capital ($100,000). If the Private Placement isoversubscribed, unless the Company determines to increase the size ofthe offering, the Company will allocate the Units issued under thePrivate Placement to those subscribers whose subscriptions were firstreceived by the Company.
If the Private Placement is not fully subscribed, theCompany will apply the proceeds to the above uses in priority and insuch proportions as the Board of Directors and management of theCompany determine is in the best interests of the Company. Althoughthe Company intends to use the proceeds of the Private Placement asdescribed above, the actual allocation of proceeds may vary from theuses set out above depending on future events or opportunities andmarket conditions.
Subscribers in all Canadian jurisdictions may utilizethe Existing Shareholder Exemption. Subscribers implementing theInvestor Dealer Exemption must reside in one of the followingjurisdictions: Alberta, British Columbia, Manitoba, New Brunswick andSaskatchewan.
As required by the Investment Dealer Exemption, theCompany confirms there is no material fact or material change relatingto 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 SouthwesternBritish Columbia. The Company has an option to acquire a 100%interest and title to the Alwin Mine Copper-Gold-Silver Property inthe Kamloops Mining Division, as well as an option to acquire 100%interest and title to the Olivine Mountain Property in the SimilkameenMining 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 RegulationServices Provider (as that term is defined in the policies of the TSXVenture Exchange) accepts responsibility for the adequacy or accuracyof this release.
This news release does not constitute an offer to sellor a solicitation of an offer to buy nor shall there be any sale ofany of the securities in any jurisdiction in which such offer,solicitation or sale would be unlawful, including any of thesecurities in the United States of America. The securities have notbeen and will not be registered under the United States Securities Actof 1933, as amended (the “ 1933 Act ”) or anystate securities laws and may not be offered or sold within the UnitedStates or to, or for account or benefit of, U.S. Persons (as definedin Regulation S under the 1933 Act) unless registered under the 1933Act and applicable state securities laws, or an exemption from suchregistration requirements is available.
Forward-Looking Information
This news release contains “forward lookinginformation or statements” within the meaning of applicablesecurities laws, which may include, without limitation, closing of the Private Placement, estimated use of proceeds,future exploration work on the Company’s projects, other statementsrelating to the technical, financial and business prospects of theCompany, its projects and other matters . All statements in this news release, other thanstatements of historical facts, that address events or developmentsthat the Company expects to occur, are forward-looking statements.Although the Company believes the expectations expressed in suchforward-looking statements are based on reasonable assumptions, suchstatements are not guarantees of future performance and actual resultsmay differ materially from those in the forward-looking statements.Such statements and information are based on numerous assumptionsregarding present and future business strategies and the environmentin which the Company will operate in the future, including the priceof metals, the ability to achieve its goals, that general business andeconomic conditions will not change in a material adverse manner, thatfinancing will be available if and when needed and on reasonableterms. Such forward-looking information reflectsthe Company’s views with respect to future events and is subject torisks, uncertainties and assumptions, including the risks and uncertainties relating to the interpretation ofexploration results, risks related to the inherent uncertainty ofexploration and cost estimates and the potential for unexpected costsand expenses, including those filed under theCompany’s profile on SEDAR at www.sedar.com . Factors that could cause actual results to differ materiallyfrom those in forward looking statements include, but are not limitedto, continued availability of capital and financing and generaleconomic, market or business conditions, adverse weather conditions,failure to maintain all necessary government permits, approvals andauthorizations, failure to maintain community acceptance (includingFirst Nations), decrease in the price of copper, gold, silver andother metals, increase in costs, litigation, and failure ofcounterparties to perform their contractual obligations. The Company does not undertake to update forward lookingstatements or forward looking information, except as required bylaw.
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