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GSP Resource Closes Private Placement of Flow-Through Shares

Vancouver, British Columbia – TheNewswire - December 18, 2025 - GSP Resource Corp. (TSX-V: GSPR) (the “Company” or “GSP”) announces that it has closed a non-bro

articleGsp Resource Corp.December 18, 20254/company/gsp-resource-corp/news/gsp-resource-closes-private-placement-of-flow-through-shares
GSP Resource Closes Private Placement of Flow-Through Shares

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[{"type":"text","content":"Vancouver, British Columbia – TheNewswire - December 18, 2025 - GSP Resource Corp. (TSX-V: GSPR) (the “Company” or “GSP”) announces that it has closed a non-brokered private placement (the “Private Placement”), consisting of 2,000,000 flow-through shares (each, a “FT Share”) at a price of $0.12 per FT share for aggregate gross proceeds of $240,000. Each FT Share constitutes a “flow-through share” within the meaning of the Income Tax Act (Canada) (the “ITA”). The Company intends to use the proceeds from the sale of the FT Shares towards exploration work on the Alwin Mine and Mer Properties and intends that such expenses incurred will be eligible for the Critical Mineral Exploration Tax Credit (the “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 December 31, 2025, in the aggregate amount of not less than the total amount of gross proceeds raised from the issue of FT Shares. The Company paid aggregate cash compensation of $5,116.80 and issued 42,640 non-transferable broker warrants (the “Broker Warrants”) to eligible brokers in connection with a portion of the Private Placement. Each Broker Warrant entitles the holder thereof to purchase one common share of the Company at a price of $0.12 per share for a period of two years from the date of issuance. Two insiders of the Company (the Chief Executive Officer and a director) subscribed for a total of 250,000 FT Shares for aggregate gross proceeds of $30,000 under the Private Placement. As a result of such insider participation, the transaction constitutes a “related party transaction” within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company is relying on exemptions from the formal valuation requirements of MI 61-101 pursuant to section 5.5(a) and the minority shareholder approval requirements of MI 61-101 pursuant to section 5.7(1)(a) in respect of such insider participation, as neither the fair market value (as determined under MI 61-101) of the...

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