(TheNewswire)
Vancouver, British Columbia – TheNewswire - June 19, 2023: GSPResource Corp. ( TSXV:GSPR ) (the “ Company ” or“ GSP ”) announces that, further to itsnews release of April 20, 2023, it closed its non-brokered privateplacement financing (the “ Private Placement ”) of 3,000,000 units (each, a“ Unit ”) at a price of $0.12 per Unit for aggregate grossproceeds of $360,000. Each Unit consists ofone common share of the Company and one common share purchase warrant(the “ Warrants ”). Each Warrant entitles the holder to purchase one commonshare of the Company at a price of $0.20 per share for a period ofthirty-six (36) months following the date of issuance.
All securities issued under the Private Placement aresubject to a four month hold period in accordance with applicablesecurities laws and the policies of the TSX Venture Exchange (the“ Exchange ”). The Company paid aggregate cash finder’s fees of$ 7,698.60 and issued 64,155 non-transferablefinder warrants to certain brokers on a portion of the PrivatePlacement. The finder warrants otherwise have the same terms as theWarrants. The Private Placement is subject tofinal acceptance by the Exchange.
Two insiders of the Company subscribed for a total of 150,000 Units under thePrivate Placement. Participation by the insiders constitutes a relatedparty transaction as defined under Multilateral Instrument 61-101(“ MI 61-101 ”). The Company is relying on the exemptions from thevaluation and minority shareholder approval requirements of MI 61-101contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101, as the fairmarket value of the participation in the Private Placement by insidersdoes not exceed 25% of the market capitalization of the Company, asdetermined in accordance with MI 61-101.
The net proceeds from the Private Placement areexpected to be used for exploration of its Alwin project and generalworking capital and corporate expenses.
In connection with the Private Placement, the Companyrelied in part on the exemption set out in BC Instrument 45-534(Exemption from prospectus requirement for certain trades to existingsecurity holders), with a record date of April 19, 2023. The Companyconfirms there is no material fact or material change relating to theCompany that has not been previously disclosed.
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 Copper-Gold-Silver Property in theKamloops 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, the intended use of proceeds from the Private Placement,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 actualresults to differ materially from those in forward looking statementsinclude, but are not limited to, continued availability of capital andfinancing and general economic, market or business conditions, adverseweather or climate conditions, failure to maintain or obtain allnecessary government permits, approvals and authorizations, failure tomaintain 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 toperform their contractual obligations. TheCompany does not undertake to update forward?looking statements orforward?looking information, except as required by law.
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