GSP Resource Corp. Closes Private Placement of Flow-Through Shares

(TheNewswire)

Not for distribution to UnitedStates Newswire Services or for dissemination in the UnitedStates

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 privateplacement (the “PrivatePlacement”), consisting of 2,000,000flow-through shares (each, a “FT Share”) at aprice of $0.12 per FT share for aggregate gross proceeds of $240,000.Each FT Share constitutes a “flow-through share” within themeaning of the Income TaxAct (Canada) (the “ITA”).

The Company intends to use the proceeds from the saleof the FT Shares towards exploration work on the Alwin Mine and Mer Properties and intends that such expensesincurred will be eligible for the Critical Mineral Exploration TaxCredit (the “CMETC”). Proceeds from the sale of FT Shareswill be used to incur “Canadian exploration expenses” as definedin subsection 66.1(6) of the ITA and “flow through miningexpenditures” as defined in subsection 127(9) of the ITA and will betargeted for critical minerals for eligibility under the CMETC. Suchproceeds will be renounced to the subscribers with an effective datenot later than December 31, 2025, in the aggregate amount of not lessthan the total amount of gross proceeds raised from the issue of FTShares.

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 thePrivate Placement. Each Broker Warrant entitles the holder thereof topurchase one common share of the Company at a price of $0.12 per sharefor a period of two years from the date of issuance.

Two insiders of the Company (the Chief ExecutiveOfficer and a director) subscribed for a total of 250,000 FT Sharesfor aggregate gross proceeds of $30,000 under the Private Placement.As a result of such insider participation, the transaction constitutesa “related party transaction” within the meaning of MultilateralInstrument 61-101 – Protection of Minority Security Holders in SpecialTransactions (“MI 61-101”). TheCompany is relying on exemptions from the formal valuationrequirements of MI 61-101 pursuant to section 5.5(a) and the minorityshareholder approval requirements of MI 61-101 pursuant to section5.7(1)(a) in respect of such insider participation, as neither thefair market value (as determined under MI 61-101) of the subjectmatter nor the fair market value of the consideration for thetransaction, insofar as it involves interested parties, exceeds 25% ofthe Company’s market capitalization (as determined under MI61-101).

All FT Shares and any common shares of the Company thatare issuable upon the exercise of Broker Warrants are subject to astatutory hold period of four months and one day following the closingdate of the Private Placement.

About GSP Resource Corp.: GSP Resource Corp. is a mineral exploration &development company focused on projects located in SouthwesternBritish Columbia.  The Company owns 100% interest and title to theAlwin Mine Copper-Gold-Silver Property, and the Mer Property, in theKamloops Mining Division, as well as a 100% interest and title to theOlivine Mountain Property in the Similkameen Mining Division.

Contact Information - For more information, please contact:

Simon Dyakowski, Chief Executive Officer &Director

Tel: (604) 619-7469

Email: [email protected]

Neither the TSX Venture Exchange norits Regulation Services Provider (as that term is defined in thepolicies of the TSX Venture Exchange) accepts responsibility for theadequacy or accuracy of 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 United States or to, or foraccount or benefit of, U.S. Persons (as defined in Regulation S underthe 1933 Act) unless registered under the 1933 Act and applicablestate securities laws, or an exemption from such registrationrequirements is available.

Forward-Looking Information

This news release contains “forward?lookinginformation or statements” within the meaning of applicablesecurities laws, which may include, without limitation, the PrivatePlacement, use of proceeds, carrying out future exploration work onthe Alwin Mine and Mer Properties, other statements relating to thetechnical, financial and business prospects of the Company, itsprojects and other matters. All statements inthis news release, other than statements of historical facts, thataddress events or developments that the Company expects to occur, areforward-looking statements. Although the Company believes theexpectations expressed in such forward-looking statements are based onreasonable assumptions, such statements are not guarantees of futureperformance and 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. Suchforward-looking information reflects the Company’s views withrespect to future events and is subject to risks, uncertainties andassumptions, including the risks 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 filed under the Company’sprofile on SEDAR+ at www.sedarplus.ca. Factors that could cause actualresults to differ materially from those in forward looking statementsinclude, but are not limited to, continued availability of capital andfinancing and general economic, market or business conditions, theability to manage working capital, adverse weather or climateconditions, failure to obtain or maintain all necessary governmentpermits, approvals and authorizations, failure to obtain or maintaincommunity acceptance (including First Nations), decrease in the priceof copper, gold, silver and other metals, increase in costs,litigation, and failure of counterparties to perform their contractualobligations. The Company does not undertake to updateforward?looking statements or forward?looking information, exceptas required by law.

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