GSP Resource Corp. Announces Private Placement Financing

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VANCOUVER, British Columbia, April 30, 2020 (GLOBE NEWSWIRE) -- GSP Resource Corp. (TSX-V: GSPR) (the “Company” or “GSP”) is pleased to announce that it intends to complete a non-brokered private placement of up to 2,000,000 units (each a “Unit”) at a price of $0.15 per Unit for gross proceeds of up to $300,000. Each Unit consists of one common share and one-half of one common share purchase warrant (the “Warrants”). Each whole Warrant entitles the holder to purchase one common share of the Company at a price of $0.20 per share for a period of twenty-four (24) months following the date of issuance.

In connection with the Private Placement, the Company may pay finders’ fees in cash or securities, or a combination of both, as permitted by the policies of the TSX Venture Exchange (the “Exchange”) and applicable securities laws. All securities issued pursuant to the Private Placement will be subject to a four-month hold period. The Private Placement is subject to approval by the Exchange.

The Private Placement will be conducted pursuant to available prospectus exemptions including sales to accredited investors, family members, close friends and business associates of directors and officers of the Company, to purchasers who have obtained suitability advice from a registered investment dealer pursuant to the exemption set out in BC Instrument 45-536 (Exemption from prospectus requirement for certain distributions through an investment dealer) (the “Investment Dealer Exemption”) and to existing shareholders of the Company pursuant to the exemption set out in British Columbia Securities Commission BC Instrument 45- 534 (Exemption from prospectus requirement for certain trades to existing security holders) (the “Existing Shareholder Exemption”).

For subscribers utilizing the Existing Shareholder Exemption, the Private Placement is available to all shareholders of the Company as at April 29, 2020, (the “Record Date”) (and still are shareholders) who are eligible to participate under the Existing Shareholder Exemption. Any person who becomes a shareholder of the Company after the Record Date is not permitted to participate in the Private Placement using the Existing Shareholder Exemption but other exemptions may still be available to them. Shareholders who became shareholders after the record date should consult their professional advisors when completing their subscription form to ensure that they use the correct exemption. Orders will be processed by the Company on a first come, first served basis such that it is possible that a subscription received from a shareholder may not be accepted by the Company if the Private Placement is over subscribed.