GCR Gespeg Resources Ltd

THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES 


GESPEG COPPER RESOURCES INC. (the "Company" or "Gespeg") (TSX VENTURE:GCR) is
pleased to announce that it has engaged MGI Securities Inc. ("MGI" or the
"Agent") to act as agent on a best efforts basis in connection with a brokered
private placement to raise gross proceeds of up to $1,750,000 (the "Private
Placement"). The terms of the Private Placement are summarized below.


Concurrent with the Private Placement, Gespeg intends to settle a total of
$772,920 of debt (the "Debt") with 49 North Resources Inc. (the "Shares for Debt
Settlement"). The Debt consists of a promissory note payable to 49 North in the
principal amount of $772,920 which was assumed by Gespeg in connection with its
Qualifying Transaction (see Gespeg's news release dated December 30, 2011) .
Pursuant to the Shares for Debt Settlement Gespeg will issue 49 North 2,576,400
common shares in the capital of Gespeg (at a deemed price of $0.30 per shares)
in exchange for the retirement of the principal amount of the Debt and such
additional common shares in the capital of Gespeg (also at a deemed price of
$0.30 per share) to settle the 8% interest which has accrued on the Debt.


Under Multilateral Instrument 61-101- Protection of Minority Security Holders in
Special Transactions ("MI 61-101") 49 North is a "related party" to Gespeg and
the Shares for Debt Settlement is classified as a "related party transaction".
The proposed shares for debt transaction is exempt from the formal valuation and
minority shareholder approval requirements of MI 61-101 as neither the fair
market value of the common shares issued to 49 North nor the fair market value
of the proposed transaction exceeds 25% of Gespeg's market capitalization, as
described in section 5.5 and 5.7 of MI 61-101.


It is possible that a material change report in respect of this transaction may
not be filed at least 21 days in advance of the anticipated closing date of the
issuance of the common shares to the related party. Gespeg believes a shorter
period between this disclosure and the issuance of common shares is reasonable
in light of its need to satisfy its outstanding debts in timely manner and the
relative size of the related party transaction.


Private Placement

Under the Private Placement Gespeg will issue up to $1,000,000 in flow-through
units. Gespeg Copper will issue up to 1000 units at a price 1000$ per unit. Each
flow through unit will consist of 3200 flow through shares at .25 cents and 1000
common shares at .20 with one half warrant per common shares .Each whole warrant
shall entitle the holder to purchase one additional common share (non-flow
through) of Gespeg Copper at a per share price of $0.25 for a period of 24
months from closing of the offering. 


Additionally, Gespeg Copper will issue up to 750 non-flow through units at a per
unit price of $1000 for gross proceeds of up to $750,000. Each Non-Flow Through
Unit will consist of 5000 common shares at .20 (non-flow through) with one half
warrant per common share, each warrant entitling the purchase of one common
share (non-flow through) of Gespeg Copper at a per share price of $0.25 for a
period of 24 months from closing of the offering.


If the Common Shares close for 20 consecutive trading days at a volume weighted
average trading price above $0.35, the Company will have the right to require
conversion of the Warrants (the "Acceleration Right") at the exercise price
therefor by providing a notice (the "Conversion Notice") to the Warrant holders
via news release. Upon issuance of the Conversion Notice the holder must
exercise the Warrants then held in accordance with their terms within 20 days of
receipt of such notification (the "Conversion Deadline"), after which Conversion
Deadline any unexercised Warrants will be deemed to have expired.


The FT Shares and the Units will be made available by way of private placement
exemptions in the provinces of British Columbia, Alberta, Saskatchewan,
Manitoba, Ontario, Quebec and such other jurisdictions within and outside of
Canada as may be agreed upon by the Agent and Gespeg.


On closing of the Private Placement Gespeg will pay the Agent a cash commission
equal to 8% of the gross proceeds of the FT Shares and Units placed by the Agent
and will issue the Agent non-transferable broker warrants (the "Agent's
Warrants") equal to 8% of the aggregate number of FT Shares and Units placed by
the Agent. Each Agent's Warrant will entitle the Agent to purchase one Common
Share at a price of $0.25 per Common Share for a period of 24 months following
the closing of the Private Placement. The Agent's Warrants are subject to the
Acceleration Right. Gespeg will also reimburse the Agent for reasonable fees and
expenses incurred in connection with the Private Placement.


The gross proceeds from the sale of the FT Shares will be used by the Company to
incur Canadian Exploration Expenses ("CEE") (within the meaning of the Income
Tax Act (Canada) (the "ITA")), which will qualify as "flow-through mining
expenditures" for the purposes of the ITA, related to the exploration of
Gespeg's mineral properties in Quebec. The proceeds from the sale of the Units
will be used to fund the continued exploration of Gespeg's mineral properties in
Quebec and for general working capital purposes.


Closing of the Private Placement and the Shares for Debt Settlement is subject
to a number of conditions including receipt of all necessary corporate and
regulatory approvals, including the approval of the TSX Venture Exchange. All
securities issued in connection with the Private Placement and the Shares for
Debt Settlement will be subject to a statutory hold period of four months and a
day from the date of issuance in accordance with applicable securities law.


About Gespeg Copper: Gespeg Copper is dedicated to creating shareholder value
through the discovery of new copper deposits in the underexplored region of
Gaspe, Quebec, Canada.


The Gaspe Peninsula is a prolific copper district, having hosted the historic
Noranda Mines camp, in operation from 1954 to 1999. The grades produced from
this mine were among the highest mined to date.


This news release contains certain statements that may be deemed
"forward-looking statements. Forward looking statements are statements that are
not historical facts and are generally, but not always, identified by the words
"expects", "plans", "anticipates", "believes", "intends", "estimates",
"projects", "potential" and similar expressions, or that events or conditions
"will", "would", "may", "could" or "should" occur. Although Gespeg Copper
believes the expectations expressed in such forward-looking statements are based
on reasonable assumptions, such statements are not guarantees of future
performance and actual results or realities may differ materially from those in
forward looking statements. Forward looking statements are based on the beliefs,
estimates and opinions of Gespeg Copper management on the date the statements
are made. Except as required by law, Gespeg Copper undertakes no obligation to
update these forward-looking statements in the event that management's beliefs,
estimates or opinions, or other factors, should change 


FOR FURTHER INFORMATION PLEASE CONTACT: 
Victor Goncalves
President and CEO
204-997-5517
vgoncalves@gespegcopper.com


Sylvain Laberge
Vice President and COO
514-702-9841
slaberge@gespegcopper.com

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