Mr. Simon Dyakowski reports

GSP RESOURCE CORP. CLOSES OVER-SUBSCRIBED PRIVATE PLACEMENT

GSP Resource Corp., further to news release on Sept. 11, 2024, has closed an oversubscribed non-brokered private placement of 6.5 million units at a price of 10 cents per unit for aggregate gross proceeds of $650,000. Each unit is composed of one common share and one-half of one transferable common share purchase warrant. Each warrant entitles the holder thereof to purchase one common share of the company at a price of 15 cents per share at any time on or before Sept. 23, 2026.

Two insiders of the company (the president and chief executive officer, and a director) subscribed for a total of 400,000 units for aggregate gross proceeds of $40,000 under the private placement. Participation by the insiders constitutes a related party transaction as defined under Multilateral Instrument 61-101. The company is relying on the exemptions from the 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 insiders does not exceed 25 per cent of the market capitalization of the company, as determined in accordance with MI 61-101.

The company paid aggregate cash finders' fees of $9,310 and issued 93,100 broker warrants to certain brokers on a portion of the private placement. The broker warrants are non-transferable and otherwise have the same terms as the warrants. The shares and any common shares of the company that are issuable upon the exercise of warrants and broker warrants are subject to statutory hold period of four months and one day following the closing date of the private placement in accordance with applicable Canadian securities laws and the policies of the TSX Venture Exchange .

The company intends to use the net proceeds of the private placement toward exploration and development work on the Alwin mine copper-silver-gold project and for general working capital purposes.

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, as well as an option to acquire a 100-per-cent interest and title to 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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