Gunpoint Announces Closing of $3.35 Million Non-Brokered Private Placement
Gunpoint Announces Closing of $3.35 Million
Non-Brokered Private Placement
Vancouver, British Columbia--(Newsfile Corp. - December 2, 2025) - Gunpoint Exploration Ltd. (TSXV:
GUN) ("Gunpoint" or the "Company") is pleased to announce that it has closed its previously announced
non-brokered private placement financing for gross proceeds of $3,350,000 from the sale of 8,375,000
units (the "Units") at a price of $0.40 per Unit (the "Offering"). Each Unit is comprised of one common
share of the Company and one-half of one common share purchase warrant (each whole warrant, a
"Warrant"). Each Warrant is exercisable at a price of $0.60 into one common share of the Company until
December 2, 2027.
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 April 3, 2026, pursuant to applicable Canadian securities laws.
Gross proceeds from the Offering will be used for the exploration, development and property payments
of the Company's Talapoosa gold-silver project in the Walker Lane Trend in Nevada and for working
capital and corporate purposes. No finder's fees or commissions were paid in connection with the
Offering.
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 3,075,000 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, Chairman, President and Chief Executive Officer of the Company, acquired 2,500,000
Units pursuant to the Offering. Following completion of the Offering, Mr. Reifel holds, directly and
indirectly, an aggregate of 10,110,001 Common Shares, representing approximately 16.9% of the
issued and outstanding Common Shares on an undiluted basis. Mr. Reifel also holds, directly, an
aggregate of 500,000 stock options and an aggregate of 1,250,000 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 11,860,001 Common Shares will be, directly or indirectly, owned by Mr.
Reifel, representing approximately 19.8% 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.sedarplus.ca
.
For further information, contact Mr. Reifel at the following address and phone number: Suite 201, 1512
Yew Street, Vancouver, BC V6K 3E4 (604) 731-2219.
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.
For more information on Gunpoint, please visit our website at
www.gunpointexploration.com
or contact
Randy Reifel, President at (604) 731-2219.
GUNPOINT EXPLORATION LTD.
"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
planned 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, 2025, available under the Company's profile
at
www.sedarplus.ca
. 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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