Mr. Simon Dyakowski reports

GSP RESOURCE CORP. CLOSES PRIVATE PLACEMENT

GSP Resource Corp. has closed a non-brokered private placement financing of 1,741,682 units at a price of 12 cents per unit for aggregate gross proceeds of $209,001.84. Each unit consists of one flow-through (within the meaning of the Income Tax Act (Canada)) common share and one-half transferable common share purchase warrant. Each whole warrant entitles the holder to purchase one common share of the company at a price of 20 cents for a period of two years following the date of issuance.

All securities issued under the private placement are subject to a four-month hold period, in accordance with applicable securities laws. The company paid aggregate cash finders' fees of $8,760.11 and issued 73,001 non-transferable finders' warrants to certain brokers and finders on a portion of the private placement. The finders' warrants are each exercisable to purchase one common share of the company at a price of 12 cents for a period of two years from the closing date of the private placement.

One insider of the company subscribed for a total of 150,000 units for total gross proceeds of $18,000 under the private placement. Participation by the insider constitutes a related party transaction, as defined under Multilateral Instrument 61-101. The company is relying on the exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101, as the fair market value of the participation in the private placement by the insider does not exceed 25 per cent of the market capitalization of the company, as determined in accordance with MI 61-101.

The company intends to use the proceeds from the sale of the FT shares toward exploration work on the Alwin mine copper project and intends that such expenses incurred will be eligible for the Critical Mineral Exploration Tax Credit (CMETC). Proceeds from the sale of FT shares will be used to incur Canadian exploration expenses, as defined in Subsection 66.1(6) of the ITA, and flow-through mining expenditures, as defined in Subsection 127(9) of the ITA, and will be targeted for critical minerals for eligibility under the CMETC. Such proceeds will be renounced to the subscribers with an effective date of no later than Dec. 31, 2023, in the aggregate amount of not less than the total amount of gross proceeds raised from the issue of FT shares.

About GSP Resource Corp.

GSP Resource is a mineral exploration and development company focused on projects located in southwestern British Columbia. The company has an option to acquire a 100-per-cent interest and title to the Alwin mine copper-gold-silver property in the Kamloops mining division. GSP also owns 100 per cent of the Olivine Mountain property in the Similkameen mining division, of which it has granted an option to earn a 60-per-cent interest to a third party.

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