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GSP Resource Corp. Announces Closing of Over-Subscribed Private Placement

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NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR RELEASE, PUBLICATION, DISTRIBUTION OR DISSEMINATION DIRECTLY, OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES.

VANCOUVER, British Columbia, May 22, 2020 (GLOBE NEWSWIRE) -- GSP Resource Corp. (TSXV:GSPR) (the "Company" or "GSP") is pleased to announce that further to its news release on April 30, 2020, it has closed an over-subscribed non-brokered private placement of 2,729,837 units (each a "Unit") for gross proceeds of $409,475.55 (the "Private Placement"). As previously disclosed, each Unit was priced at $0.15 and consists of one common share and one-half of one transferable common share purchase warrant ("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 from the date of closing the Private Placement.

The Company paid aggregate cash finder's fees of $12,147.30 and issued 80,979 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.

All securities issued pursuant to the Private Placement are subject to a four-month hold period from the closing date in accordance with applicable securities laws.

Proceeds from the Private Placement are expected to be used to pay finder's fees in connection with the closing of the Private Placement ($12,147.30), exploration (drilling, permitting, and modelling) on its Alwin project ($297,328.25) and general working capital ($100,000).

In connection with the Private Placement, the Company relied in part on the exemption set out in BC Instrument 45-536 (Exemption from prospectus requirement for certain distributions through an investment dealer) and 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 29, 2020. 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 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.

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, use of funds 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 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 conditions, failure to maintain all necessary government permits, approvals and authorizations, failure to maintain community acceptance (including First Nations), 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.

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