GCR Gespeg Resources Ltd

GESPEG COPPER RESOURCES INC. (TSX VENTURE:GCR) (the "Company" or "Gespeg") is
pleased to announce that, further to its news release dated October 21, 2012
(the "October NR") announcing the terms of its proposed brokered private
placement of units (the "Units") and flow-through units (the "Flow-Through
Units") for anticipated gross proceeds of up to $1,750,000 (the "Private
Placement"), in addition to the issuance of Flow-Through Units and Units, the
Company will issue up to 800,000 flow-through shares (the "Flow-Through Shares")
at a price of $0.25 per share in connection with the Private Placement (subject
to a minimum subscription amount for Flow-Through Shares of $200,000) for
aggregate gross proceeds of up to $1.95 million. As disclosed in the October NR,
MGI Securities Inc. will act as agent in connection with the Private Placement,
including the issuance of the Flow-Through Shares. All other terms of the
Private Placement announced in the October NR will remain the same, provided
that the common share purchase warrants underlying the Units and Flow-Through
Units (the "Warrants") will be subject to accelerated expiry in the event at any
time following the date that is four months and one day from the closing of the
Private Placement the common shares of the Company trade at a price of $0.35 or
more for a period of 20 consecutive trading days as evidenced by the closing
price of the Company's shares on the TSX Venture Exchange. In such case, the
Company will be entitled to accelerate the expiry date of the Warrants by
providing notice thereof to the Warrant holders and the Warrants will expire on
the date that is 30 days from the date of such notice. 


The Company also announces that further to the October NR, it has settled a debt
in the amount of $834,753.60, inclusive of interest as at November 22, 2012,
owing to 49 North Resources Inc. ("49 North") pursuant to the terms of a
promissory note issued by Kimpar Resources Inc. in favor of 49 North which was
assumed by the Company in December, 2011 in connection with the completion of
the Company's Qualifying Transaction. The debt was settled through the issuance
of an aggregate of 2,782,512 common shares in the capital of the Company at a
deemed issue price of $0.30 per share (the "Shares for Debt Transaction"). 


The common shares issued pursuant to the Shares for Debt Transaction are subject
to a hold period in British Columbia expiring on March 22, 2013. 


49 North is the sole control person of Kimpar and the legal and beneficial owner
of 80% of the issued and outstanding common shares of Kimpar. Accordingly, 49
North is considered a related party and the Shares for Debt Transaction is
considered a related party transaction under Multilateral Instrument 61-101 -
Protection of Minority Security Holders in Special Transactions ("MI 61-101").
However, the Shares for Debt Transaction is exempt from the formal valuation and
minority shareholder approval requirements under MI 61-101 as neither the fair
market value of the common shares issued to 49 North nor the fair market value
of the transaction exceeds 25% of the Company's market capitalization. 


Closing of the Private Placement 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 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. 


The net proceeds from the Flow-Through Shares and the Flow-Through Units will be
used by the Company to incur Canadian Exploration Expenses 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. 


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 considered
"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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