Gunpoint Announces Closing of $1.5 Million Non-Brokered Private Placement
Gunpoint Announces Closing of $1.5 Million
Non-Brokered Private Placement
Vancouver, British Columbia--(Newsfile Corp. - March 1, 2022) - Gunpoint Exploration Ltd. (TSXV: GUN)
("Gunpoint" or the "Company") is pleased to announce that it has completed its previously announced
non-brokered private placement of 3,000,000 units (the "Units") at a price of $0.50 per Unit for
aggregate gross proceeds of $1.5 million (the "Offering"). Each Unit consists of one common share of
the Company (each, a "Common Share") and one-half of one common share purchase warrant (each
whole common share purchase warrant, a "Warrant"). Each Warrant entitles the holder to purchase one
additional Common Share at an exercise price of $0.75 until February 28, 2024.
The securities issued pursuant to the Offering are subject to a four month plus one day hold period from
the date of issuance, expiring on June 29, 2022, in accordance with Canadian securities laws.
The Company plans to use the proceeds of the Offering for exploration on its Talapoosa gold project in
Nevada and for general corporate purposes.
The Company paid a finder's fee to an arm's length party of $12,250 in connection with the Offering in
accordance with the policies of the TSX Venture Exchange.
The Offering is considered a "related party transaction" pursuant to Multilateral Instrument 61-101 -
Protection of Minority Security Holders in Special Transactions
("MI 61-101") because directors and
officers of the Company acquired an aggregate of 2,120,000 Units pursuant to the Offering. The
Company was exempt from the requirement to obtain a formal valuation or minority shareholder approval
in connection with the participation in the Offering by such directors and officers in reliance of Sections
5.5(b) and 5.7(1)(a) of MI 61-101. A material change report will be filed in connection with the Offering
less than 21 days in advance of the closing of the Offering, which the Company deems reasonable in the
circumstances so as to be able to avail itself of potential financing opportunities and to complete the
Offering in an expeditious manner.
Mr. Randy Reifel, President, Chief Executive Officer and a director of the Company, acquired 1,090,000
Units pursuant to the Offering. Following completion of the Offering, Mr. Reifel holds, directly and
indirectly, an aggregate of 5,098,501 Common Shares, representing approximately 10.2% of the issued
and outstanding Common Shares on an undiluted basis. Mr. Reifel also holds, directly, an aggregate of
1,400,000 stock options and an aggregate of 545,000 Warrants, entitling him to acquire an equal
number of Common Shares. Assuming the exercise of all of Mr. Reifel's stock options and Warrants, an
aggregate of 7,043,501 Common Shares will be, directly or indirectly, owned by Mr. Reifel, representing
approximately 13.6% of the current issued and outstanding Common Shares on a partially-diluted basis.
Mr. Reifel acquired the Units for investment purposes. He will review his holdings from time to time and
may increase or decrease his position as future circumstances may dictate. The early warning report of
Mr. Reifel, as required under National Instrument 62-103, contains additional information with respect to
the foregoing matters and will be filed under the Company's SEDAR profile at www.sedar.com. For
further information, contact Mr. Reifel at the following address and phone number: Suite 201, 1512 Yew
Street, Vancouver, BC V6K 3E4 (604) 617-1717.
The securities to be issued under the Offering have not been and will not be registered under the U.S.
Securities Act of 1933, as amended, and were not to be offered or sold in the United States 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 nor shall there be any sale of the
securities in the United States or in any other jurisdiction in which such offer, solicitation or sale would
be unlawful.
About Gunpoint Exploration Ltd.
Gunpoint owns the Talapoosa project, an open pit heap leach gold deposit in Nevada. Gunpoint is listed
on the TSX Venture Exchange where it trades under the symbol "GUN".
For more information on Gunpoint, please visit our website at
www.gunpointexploration.com
or contact
Randy Reifel at (604) 617-1717.
GUNPOINT EXPLORATION LTD.
"P. Randy Reifel"
P. Randy Reifel
President
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the
policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this
release.
Cautionary Note Regarding Forward-Looking Statements:
Certain statements contained in this news release constitute forward-looking information under
applicable Canadian securities laws, including, without limitation, statements with respect to the use of
proceeds from the Offering. These statements relate to future events or future performance. The use
of any of the words "could", "intend", "expect", "believe", "will", "projected", "estimated" and similar
expressions and statements relating to matters that are not historical facts are intended to identify
forward-looking information and are based on the Company's current belief or assumptions as to the
outcome and timing of such future events. There can be no assurance that such statements will prove
to be accurate, as the Company's actual results and future events could differ materially from those
anticipated in these forward-looking statements as a result of the factors set forth in the section entitled
"Risk and Uncertainties" in the Company's management's discussion and analysis for the nine
months ended September 30, 2021, available under the Company's profile at www.sedar.com. Actual
future results may differ materially. Various assumptions or factors are typically applied in drawing
conclusions or making the forecasts or projections set out in forward-looking information. Those
assumptions and factors are based on information currently available to the Company. The forward-
looking information contained in this news release is made as of the date hereof and the Company
undertakes no obligation to update or revise any forward-looking information, whether as a result of
new information, future events or otherwise, except as required by applicable securities laws. Because
of the risks, uncertainties and assumptions contained herein, investors should not place undue
reliance on forward-looking information. The foregoing statements expressly qualify any forward-
looking information contained herein.
NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S.
NEWSWIRE SERVICES
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