GSP Resource Corp. Announces Private Placement Financing - Seite 2

There are conditions and restrictions when relying upon the Existing Shareholder Exemption, namely, the subscriber must: a) be a shareholder of the Company on the Record Date (and still are a shareholder), b) be purchasing the Units as a principal, i.e. for their own account and not for any other party, and c) may not purchase more than $15,000 value of securities from the Company in any twelve month period, unless they have first received ‘suitability advice’ from a registered investment dealer and, in this case, subscribers will be asked to confirm the registered investment dealer’s identity and employer.

There is no minimum offering size and the maximum offering is 2,000,000 Units for gross proceeds of $300,000. Assuming the offering is fully subscribed, the Company plans to allocate the gross proceeds of the offering to: (i) exploration (drilling, permitting, and modelling) on its Alwin project ($200,000) and (ii) general working capital ($100,000).

If the Private Placement is not fully subscribed, the Company will apply the proceeds to the above uses in priority and in such proportions as the Board of Directors and management of the Company determine is in the best interests of the Company. Although the Company intends to use the proceeds of the Private Placement as described above, the actual allocation of proceeds may vary from the uses set out above depending on future events or opportunities and market conditions.

Subscribers in all Canadian jurisdictions may utilize the Existing Shareholder Exemption. Subscribers implementing the Investor Dealer Exemption must reside in one of the following jurisdictions: Alberta, British Columbia, Manitoba, New Brunswick and Saskatchewan.

As required by the Investment Dealer Exemption, the Company confirms there is no material fact or material change relating to 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 Southwestern British Columbia.  The Company has an option to acquire a 100% interest and title to the Alwin Mine 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.