Mr. Simon Dyakowski reports

GSP RESOURCE CORP. CLOSES OVERSUBSCRIBED FLOW-THROUGH UNITS PRIVATE PLACEMENT

Further to its Oct. 24, 2024, news release, GSP Resource Corp. has closed its oversubscribed non-brokered private placement of 2.1 million units at a price of 14 cents per unit for aggregate gross proceeds of $294,000. Each unit consists of one common share to be issued as a flow-through share, within the meaning of the Income Tax Act (Canada) (ITA), and one-half transferable common share purchase warrant. Each whole warrant entitles the holder thereof to purchase one common share of the company at a price of 21 cents until Nov. 1, 2026.

The company intends to use the proceeds from the sale of the FT shares toward exploration work on the Alwin copper-silver-gold 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 not later than Dec. 31, 2024, in the aggregate amount not less than the total amount of gross proceeds raised from the issue of FT shares.

In connection with the private placement, the company paid aggregate cash compensation of $13,439.99 and issued 96,000 non-transferable brokers' warrants to eligible brokers for their assistance with the private placement. Each broker's warrant entitles the holder thereof to purchase one common share of the company at a price of 14 cents until Nov. 1, 2026.

In accordance with applicable Canadian securities laws and the policies of the TSX Venture Exchange, the FT shares, the warrants, any warrant shares and any common shares issued upon the exercise of the brokers' warrants are subject to a statutory hold period of four months and one date following the closing date of the private placement.

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 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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