GSP Resource Corp. Closes Private Placement of Flow-Through Shares

Executive Summary

• GSP Resource Corp. closed a non‑brokered private placement of 2,000,000 flow‑through shares at $0.12 each, raising gross proceeds of $240,000.
• Proceeds will be used for exploration work on the Alwin Mine and Mer Properties to qualify for the Critical Mineral Exploration Tax Credit (CMETC).
• The transaction included broker compensation ($5,116.80) and issuance of 42,640 non‑transferable broker warrants; insiders (CEO and a director) purchased 250,000 shares for $30,000, qualifying as a related‑party transaction under MI 61‑101.

Key Details

• Placement Size & Price: 2,000,000 flow‑through (“FT”) shares at $0.12 per share.
• Gross Proceeds: $240,000 CAD.
• Use of Proceeds: Targeted to Canadian exploration expenses on the Alwin Mine and Mer Properties; intended to be eligible for CMETC.
• Renunciation Obligation: FT shares will be renounced to subscribers by Dec 31 2025 in an amount not less than total gross proceeds.
• Broker Compensation: $5,116.80 cash paid to brokers; 42,640 non‑transferable broker warrants issued (each warrant = right to purchase one common share at $0.12 for two years).
• Insider Participation: CEO and a director subscribed for 250,000 FT shares, contributing $30,000 of the gross proceeds.
• Related‑Party Transaction: Treated as a “related party transaction” under MI 61‑101; exemptions applied because fair market value does not exceed 25% of market cap.
• Statutory Hold Period: All FT shares and any common shares issuable upon warrant exercise are subject to a four‑month‑plus‑one‑day hold period from the closing date.

Notable Quotes

(No direct quotes were provided in the release.)