GCR Gespeg Resources Ltd

GESPEG RESOURCES LTD. (TSX-V:GCR) (the “Company” or “Gespeg”), is pleased to announce, pursuant to its news release dated July 31, 2020, that it has closed its non-brokered private placement for aggregate gross proceeds of $1,000,000 (the “Offering”) with a lead order from Palisades Goldcorp Ltd., a strategic institutional investor. In connection with the Offering, Gespeg issued an aggregate of 20,000,000 units (the “Units”), at $0.05 per Unit. Each Unit consists of one common share of the Company and one transferrable common share purchase warrant (each, a “Warrant”). The Warrants are exercisable for a period of 36 months from closing at an exercise price of $0.075 per Warrant.

Finders fees of $48,680 in cash will be paid and 973,600 non-transferable compensation warrants (each, a “Compensation Warrant”) will be issued in connection with the Offering. The Compensation Warrants are exercisable for a period of 36 months from closing at an exercise price of $0.075 per Compensation Warrant.

Gespeg intends to use the proceeds of the placement for the purposes of continuing work on its prospective copper and gold properties in the Gaspe Peninsula and Chibougamau region of Quebec, as well as for working capital.

The Offering was conducted under available exemptions from the prospectus requirements of applicable securities legislation and is subject to all necessary regulatory approvals, including acceptance from the TSX Venture Exchange. All securities issued pursuant to the Offering are subject to a statutory hold period expiring on December 28, 2020.

Certain directors and officers of the Company (the “Interested Parties”) participated in the Offering, which participation constituted a “related party transaction” under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The issuance to the Insiders is exempt from both the formal valuation and the minority shareholder approval requirements of MI 61-101 in connection with the Offering because neither the fair market value of the securities issued, nor the consideration for the securities, exceeds 25% of the Company’s market capitalization as calculated in accordance with MI 61-101.

None of the securities issued in the Offering have been, or will be, registered under the United States Securities Act of 1933, as amended (the “1933 Act”), and none of them may be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the 1933 Act. This press release shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of the securities in any state where such offer, solicitation, or sale would be unlawful.

All references to currency in this news release are to Canadian currency.

About Palisades Goldcorp Ltd.

Palisades Goldcorp Ltd. is a new Canadian resource focused merchant bank. Palisades’ management team has a positive record of accomplishments and the support of many notable industry financiers. Palisade’s management believes that the junior resource sector is on the cusp of a major bull market move and is positioning itself with significant stakes in undervalued companies and assets with the goal of generating superior returns.

About Gespeg Resources Inc.: Gespeg is an exploration company with a focus in strategic and energetic metals and underexplored regions “Gaspé, Chibougamau Québec”. With a dedicated management team, the Company’s goal is to create shareholder value through the discovery of new deposits..

GESPEG RESOURCES LTD.

(signed) “Sylvain Laberge” 

Sylvain Laberge President and CEO 514.702.9841slaberge@gespegcopper.com

Some of the statements contained in this press release are forward-looking statements and information within the meaning of applicable securities laws. Forward-looking statements and information can be identified by the use of words such as “expects”, “intends”, “is expected”, “potential”, “suggests” or variations of such words or phrases, or statements that certain actions, events or results “may”, “could”, “should”, “would”, “might” or “will” be taken, occur or be achieved. Forward-looking statements may describe expectations, opinions or guidance that are not statements of fact and which may be based upon information provided by third parties, including Palisades Goldcorp Ltd. Further, forward-looking statements and information are not historical facts and are subject to a number of risks and uncertainties beyond the Company’s control. Actual results and developments are likely to differ, and may differ materially, from those expressed or implied by the forward-looking statements contained in this news release. Accordingly, readers should not place undue reliance on forward-looking statements. The Company undertakes no obligation to update publicly or otherwise revise any forward-looking statements, except as may be required by law.

Neither TSX Venture Exchange nor its Regulations Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.