GSP Resource Corp. Closes Over-Subscribed Private Placement

(TheNewswire)

Vancouver, British Columbia –
TheNewswire - April 2, 2025: GSP
Resource Corp. (TSX-V:
GSPR) (the “Company” or
“GSP”) announces that, further to its
news release on March 17, 2025, it has closed an over-subscribed
non-brokered private placement (the
“Private
Placement”) of 5,250,000 units
(“Units”) at a price of $0.10 per Unit for aggregate gross
proceeds of $525,000. Each Unit is comprised of one common share (a
“Share”) and one transferable common share purchase warrant
(“Warrant”). Each Warrant entitles the holder thereof to purchase
one common share of the Company at a price of $0.15 per share at any
time on or before April 2, 2027.

Two insiders of the Company (the President and Chief
Executive Officer and a Director) subscribed for a total of 450,000
Units for aggregate gross proceeds of $45,000 under the Private
Placement. Participation by the insiders constitutes a related party
transaction as defined under Multilateral Instrument 61-101
(“MI 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% of the market capitalization of the Company, as
determined in accordance with MI 61-101.

The Company paid aggregate cash finder’s fees of
$7,000 and issued 70,000 broker warrants (“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 Private
Placement towards exploration and development
work on the Alwin Mine Copper-Silver-Gold
Project and the Mer Claims and for corporate expenses and general
working capital purposes.

About GSP Resource Corp.: GSP Resource Corp. is a mineral exploration &
development company focused on projects located in Southwestern
British Columbia.  The Company owns a 100% interest and title to the
Alwin Mine and Mer Properties in the Kamloops Mining Division, as well
as a 100% interest and title to the Olivine Mountain Property in the
Similkameen Mining Division, of which it has granted an option to earn
a 60% interest to a third party.

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 RegulationServices Provider (as that term is defined in the policies of the TSXVenture Exchange) accepts responsibility for the adequacy or accuracyof this release.

This news release does not constitute an offer to sellor a solicitation of an offer to buy nor shall there be any sale ofany of the securities in any jurisdiction in which such offer,solicitation or sale would be unlawful, including any of thesecurities in the United States of America. The securities have notbeen and will not be registered under the United States Securities Actof 1933, as amended (the “1933 Act”) or any state securities laws andmay not be offered or sold within the UnitedStates or to, or for account or benefit of, U.S. Persons (as definedin Regulation S under the 1933 Act) unless registered under the 1933Act and applicable state securities laws, or an exemption from suchregistration requirements is available.

Forward-Looking Information

This news release contains “forward‐lookinginformation or statements” within the meaning of applicablesecurities laws, which may include, without limitation, closing of the Private Placement, estimated use ofproceeds, carrying out future exploration work on the Company’sprojects, other statements relating to the technical, financial andbusiness prospects of the Company, its projects and othermatters. All statements in this news release,other than statements of historical facts, that address events ordevelopments that the Company expects to occur, are forward-lookingstatements. Although the Company believes the expectations expressedin such forward-looking statements are based on reasonableassumptions, such statements are not guarantees of future performanceand actual results may differ materially from those in theforward-looking statements. Such statements and information are basedon numerous assumptions regarding present and future businessstrategies and the environment in which the Company will operate inthe future, including the price of metals, the ability to achieve itsgoals, that general business and economic conditions will not changein a material adverse manner, that financing will be available if andwhen needed and on reasonable terms. Such forward-looking informationreflects the Company’s views with respect to future events and issubject to risks, uncertainties and assumptions, including therisks and uncertainties relating to theinterpretation of exploration results, risks related to the inherentuncertainty of exploration and cost estimates and the potential forunexpected costs and expenses, and those filedunder the Company’s profile on SEDAR+ at www.sedarplus.ca.Factors that could cause actual results todiffer materially from those in forward looking statements include,but are not limited to, continued availability of capital andfinancing and general economic, market or business conditions,the ability to manage workingcapital, adverse weather or climate conditions,failure to obtain or maintain all necessary government permits,approvals and authorizations, failure to obtain or maintain communityacceptance (including First Nations), decrease in the price of copper,gold, silver and other metals, increase in costs, litigation, andfailure of counterparties to perform their contractualobligations. The Company does not undertake toupdate forward‐looking statements or forward‐looking information,except as required by law.

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

Copyright (c) 2025 TheNewswire - All rights reserved.