Vancouver, British Columbia--(Newsfile Corp. - September 9, 2026) - StrikePoint Gold Inc. (TSXV: SKP) (OTCQB: STKXF) ("StrikePoint" or the "Company") is pleased to announce the closing of the previously announced offering of subscription receipts of its subsidiary, 1599042 B.C. Ltd. (" FinCo "), for aggregate gross proceeds of $190 million (the " Offering "), which included the full exercise of the Underwriter's (as defined below) option. The Offering was completed on a "bought deal" private placement basis with Canaccord Genuity Corp. ( "Canaccord Genuity" or the "Underwriter" ) acting as sole underwriter. Subject to all necessary conditions being satisfied, the net proceeds of the Offering will be used to satisfy the cash component required to complete the Company's previously announced acquisition of the Northumberland Gold Project ( "Northumberland" ) in Nevada from subsidiaries of Newmont Corporation (the "Transaction" ), to advance exploration and development activities at Northumberland, and for general corporate purposes, as described in the Company's news release dated August 18, 2026.
Subscription Receipts
Pursuant to the Offering, FinCo issued an aggregate of 95,000,000 subscription receipts (the " Subscription Receipts ") at a price of $2.00 per Subscription Receipt (the " Offering Price ") for gross proceeds of $190 million. The gross proceeds of the Offering less certain expenses of the Underwriter (such net amount, the " Escrowed Proceeds ") have been placed into escrow and will be released to the Company, subject to the completion or satisfaction of all escrow release conditions, including, among other things, the completion or satisfaction of all conditions precedent included in the purchase agreement for the Transaction and the receipt of all required corporate and regulatory approvals in connection with the Transaction (collectively, the " Escrow Release Conditions ") in accordance with a subscription receipt agreement among the Company, FinCo, the Underwriter and Computershare Trust Company of Canada, as subscription receipt agent (the " Subscription Receipt Agent ").
Provided that the Escrow Release Conditions are satisfied or waived (where permitted) prior to 5:00 p.m. (Toronto time) on October 24, 2026, or such later date as may be determined by the Underwriter in its sole discretion (the " Escrow Release Deadline "), the Underwriter's Fee (as defined below) will be released to the Underwriter from the Escrowed Proceeds, and the balance of the Escrowed Proceeds (less certain expenses of the Subscription Receipt Agent) will be released to the Company, and each Subscription Receipt shall automatically convert into one post-consolidation common share of the Company (a " Share ") upon the amalgamation of FinCo and 1599044 B.C. Ltd. (the " Purchaser "), a subsidiary of the Company, pursuant to an amalgamation agreement among the Company, FinCo and Purchaser (the " Amalgamation "). In the event that the Escrow Release Conditions are not satisfied by the Escrow Release Deadline, the Subscription Receipt Agent shall return to the holders of the Subscription Receipts an amount equal to the aggregate offering price of the Subscription Receipts held by each such holder and their pro-rata portion of any interest or other income earned on the Escrowed Proceeds and the Subscription Receipts will be cancelled.
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The Subscription Receipts sold under the Offering will be subject to an indefinite hold period under applicable Canadian securities laws. The Shares issuable on conversion of the Subscription Receipts in connection with the Transaction and the Amalgamation will not be subject to a restricted hold period under applicable Canadian securities laws. The Offering remains subject to the approval of the TSX Venture Exchange.
Subject to the completion or satisfaction of all Escrow Release Conditions, in consideration for their services rendered in connection with the Offering, the Underwriter is entitled to: (i) a cash commission (the " Underwriter's Fee ") equal to 6% of the gross proceeds of the Offering reduced to 3% of the gross proceeds from the sale of Subscription Receipts to investors on the Company's president's list (the " President's List "); and (ii) broker warrants (the " Broker Warrants ") to purchase that number of Shares which is equal to 6% of the number of Subscription Receipts issued under the Offering. Each Broker Warrant entitles the holder thereof to purchase one (1) Share at the Offering Price for a period of 24 months following the satisfaction of the Escrow Release Conditions.
Insider Participation
Certain directors, officers, and other insiders of the Company (collectively, the " Participating Insiders ") purchased an aggregate of 137,000 Subscription Receipts pursuant to the Offering. Each issuance by the Company of securities to a Participating Insider in connection with the issuance of Subscription Receipts of FinCo to the Participating Insiders under the Offering is considered 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 exempt from the formal valuation and minority shareholder approval requirements under MI 61-101 in reliance on the exemptions set out in sections 5.5(a) and 5.7(1)(a), respectively, of MI 61-101 as the fair market value of such transactions, insofar as they involve related parties, is not more than 25% of the Company's market capitalization. The Company did not file a material change report 21 days prior to the expected closing of the Offering because the terms of the Offering and insider participation had not yet been established at that time, and the Company elected to proceed with the Offering as expeditiously as possible and consistent with typical market timelines.
The securities referred to in this news release have not been, nor will they be, registered under the United States Securities Act of 1933, as amended (the " U.S. Securities Act ") and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from the registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction, nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. "United States" and "U.S. person" are as defined in Regulation S under the U.S. Securities Act.
Tembo Capital Participation and Royalty
Tembo Capital (" Tembo ") has purchased 20,300,000 Subscription Receipts in the Offering. In connection with the Offering, the Company and an affiliate entity of Tembo have entered into an Investor Rights Agreement (the " Investor Rights Agreement ") pursuant to which Tembo shall have the right to nominate one representative to the board of directors of the Company (the " Board "), one representative on a newly formed technical committee, as well as certain participation rights as permitted by the policies of the TSX Venture Exchange. The Investor Rights Agreement will become effective upon the satisfaction (or waiver, if applicable) of the Escrow Release Conditions.
In addition, the Company and an affiliate entity of Tembo have entered into a royalty purchase agreement (the " Royalty Agreement ") pursuant to which the Company has agreed to sell to Tembo a 0.5% net smelter return royalty ( "NSR" ) over Northumberland for consideration of US$10 million (the " Royalty Sale "). Pursuant to the Royalty Agreement the Company will have the right to buy back half (0.25%) of the Tembo Royalty for US$25 million at the earlier of five years after completing the sale or 120 days post the commencement of commercial production at Northumberland. Completion of the Royalty Sale is subject to the satisfaction (or waiver, if applicable) of the Escrow Release Conditions.
Immediately prior to the closing of the Offering, Tembo did not beneficially own or control any securities of the Company.
Immediately following the closing of the Offering, Tembo beneficially owns and controls 20,300,000 Subscription Receipts. As the Subscription Receipts do not carry voting rights prior to their exchange for Shares, Tembo's current holding percentage of the outstanding Shares is 0%.
The particulars of the Offering are described above.
Upon the satisfaction of the Escrow Release Conditions and the exchange of the Subscription Receipts for Shares, Tembo will beneficially own and control 20,300,000 Shares, representing approximately 19.9% of the issued and outstanding Shares on a non-diluted basis.
In accordance with applicable securities laws, Tembo may, from time to time and at any time, acquire additional Shares and/or other equity, debt or other securities or instruments of the Company (collectively, the " Securities ") in the open market or otherwise, and Tembo reserves the right to dispose of any or all of their Securities in the open market or otherwise at any time and from time to time, and to engage in similar transactions with respect to the Securities, the whole depending on market conditions, the business and prospects of the Company and other relevant factors.
An early warning report containing additional information with respect to the foregoing matters will be filed under the Company's SEDAR+ profile at www.sedarplus.ca and may also be obtained by contacting Michael G. Allen, President and CEO at ma@strikepoingold.com .
About StrikePoint
StrikePoint is a Vancouver-based multi-asset gold exploration company focused on building precious metals resources in the Western United States. StrikePoint's flagship project will be the 100% owned Northumberland Gold Project located in Nevada's Walker Lane. In addition to Northumberland, StrikePoint owns a portfolio of exploration properties in Nevada, including the Hercules and Cuprite Gold Projects.
About Nevada
Nevada is one of the most important gold mining jurisdictions in the world, with over 218 million ounces of gold produced to date. Multiple large mining companies operate mines in the state, including Nevada Gold Mines (Barrick/Newmont), Kinross, SSR Mining, McEwan Mining, and Integra Resources.
ON BEHALF OF THE BOARD OF DIRECTORS OF STRIKEPOINT GOLD INC.
"Michael G. Allen"
Michael G. Allen President, Chief Executive Officer & Director
This news release contains "forward-looking information" and "forward-looking statements" (collectively, "forward-looking statements") within the meaning of the applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this news release. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as "expects", or "does not expect", "is expected", "anticipates" or "does not anticipate", "plans", "budget", "scheduled", "forecasts", "estimates", "believes" or "intends" or variations of such words and phrases or stating that certain actions, events or results "may" or "could", "would", "might" or "will" be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements. Forward-looking statements include, but are not limited to, statements with respect to: the satisfaction of the Escrow Release Conditions and the release of Escrowed Proceeds; the completion of the Amalgamation and the Transaction and the conversion of the Subscription Receipts on the terms described herein; the use of proceeds of the Offering; the receipt of the approval of the TSX Venture Exchange; the Tembo Agreement and the rights of Tembo thereunder, including board and technical committee nomination rights and participation rights; the Tembo Royalty and the Company's buyback right; Northumberland becoming the Company's flagship project; and information relating to the business of the Company including exploration and development activities and management's objectives, strategies, beliefs and intentions.
Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: risks relating to the completion of the Amalgamation and the Transaction; business integration risks; fluctuations in general macroeconomic conditions; fluctuations in securities markets; fluctuations in spot and forward prices of gold, silver, base metals or certain other commodities; fluctuations in currency markets; change in national and local government, legislation, taxation, controls, regulations and political or economic developments; risks and hazards associated with the business of mineral exploration, development and mining (including environmental hazards, industrial accidents, unusual or unexpected formations pressures, cave-ins and flooding); inability to obtain adequate insurance to cover risks and hazards; the presence of laws and regulations that may impose restrictions on mining; employee relations; relationships with and claims by local communities and indigenous populations; availability of and increasing costs associated with mining inputs and labour; the speculative nature of mineral exploration and development (including the risks of obtaining necessary licenses, permits and approvals from government authorities); and title to properties.
There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
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