StrikePoint Announces Agreement to Purchase the Northumberland Project, a Gold Deposit in Nevada’s Walker Lane, from Newmont Corporation Initial Mineral Resource Estimate: Ind. 2.86 Moz AuEq* and Inf. 1.57 Moz AuEq* Bought Deal Financing of C$140 Million Led by Canaccord Genuity
StrikePoint Announces Agreement to Purchase the Northumberland Project, a Gold
Deposit in Nevada’s Walker Lane, from Newmont Corporation
Initial Mineral Resource Estimate: Ind. 2.86 Moz AuEq* and Inf. 1.57 Moz AuEq*
Bought Deal Financing of C$140 Million Led by Canaccord Genuity
**Not for distribution in the United States of America or to U.S. Newswire services **
Vancouver, British Columbia — August 18, 2026, (SKP: TSX.V) (STKXF: OTCQB) StrikePoint Gold Inc.
(“StrikePoint” or the “ Company”) is pleased to announce it has entered into a definitive purchase
agreement (the “ Agreement”) to acquire the Northumberland Gold Project (“Northumberland” or the
“Project”) located in Nevada’s Walker Lane, from subsidiaries of Newmont Corporation (“Newmont”) for
upfront cash consideration of US$70 million (the “Transaction”). Northumberland is a substantial, past
producing gold deposit largely located on private land. StrikePoint also agreed to make two additional
contingent cash payments of US$25 million each in the future, the first within 120 days after completion
of a Feasibility Study and the second within 120 days after achievement of certain commercial production
milestones at Northumberland.
Key Transaction Highlights
• Acquisition of a gold deposit in Nevada’s Walker Lane, a tier-one mining jurisdiction: Nevada is
a top ranked mining jurisdiction with numerous operations in the state and an established, proven
regulatory framework.
• Independent mineral resource estimate (“MRE”) of 2.86 million oz ( “Moz”) of gold equivalent
(“AuEq”) in the indicated category and 1.57 Moz of AuEq* in the inferred category contained
within 67 million tonnes (“Mt”) and 31 Mt, respectively.
* For grades by individual metals, see Table 1 below, which includes the basis of the AuEq calculation.
• Brownfields site on private land potentially simplifies permitting : The current MRE at
Northumberland is contained on private property which previously hosted open pit production.
• Exploration Targets: Northumberland has not been explored since approximately 2010, and
numerous untested targets exist, including extensions of the known mineralization.
• Regional Exploration Package: In addition to the known mineral resources, numerous near pit
and property wide exploration targets exist for future exploration.
• Drill Permits in place: Five separate drill permits are currently in place and are expected to
facilitate rig mobilization and efficient exploration on both private and public land following
closing, subject to applicable permit transfer or replacement requirements.
Michael G. Allen, President and CEO of StrikePoint said: “Acquiring Northumberland is a transformational
step for StrikePoint. We will be focused on unlocking the potential of Northumberland going forward and
advancing exploration and development activities at Northumberland. In addition to the known initial
MRE outlined herein, the acquired land package has potential for additional mineral resources based on
identified exploration targets. There are “near pit” and “in pit” opportunities for resource expansion as
well as the regional targets to be tested.
Also, I am pleased to welcome Mr. Alan Pangbourne who will be joining the Board of Directors of
StrikePoint as Chairman upon completion of the T ransaction. Current Chairman, Shawn Khunkhun will
remain as a strong voice on the Board.”
Mr. Pangbourne has over 35 years of experience in global mining operations and most recently was the
President and CEO of Guyana Goldfields Inc. through to its sale to Zijin Mining Group Co., Ltd. in
August 2020. Previously, he was Chief Operating Officer of SSR Mining Inc.; Vice President Projects South
America for Kinross Gold Corporation; and held increasingly senior roles at BHP Billiton Ltd., including
President and Chief Operating Officer of Nickel Americas, Projects Director for BHP’s Uranium Divisio n,
which includes the Olympic Dam Expansion, and Project Manager for BHP’s Spence copper project in Chile,
the largest SX -EW copper development project at that time. He was also General Manager at an
engineering company that specialized in gold heap leach & carbon-in-pulp plants. Alan is currently a Non-
Executive Director at OceanaGold where he also chairs the technical committee.
Alan Pangbourne, incoming Chairman of StrikePoint, said, “Since joining StrikePoint as an advisor, I have
worked closely with Management to evaluate targets for acquisition. After a thorough review of the
Northumberland Gold Project, I’m excited by the opportunity that the Project represents. The mineral
resources already identified in Nevada give us a significant platform to build from, and we will be working
hard to advance the Project on multiple fronts.”
Mr. Shawn Khunkhun, outgoing Executive Chairman of the Company and continuing director, said, “The
acquisition of the Northumberland Gold Project places StrikePoint as an exciting explorer/developer in
Nevada. The skills that Alan brings to the Board of Directors of the Company will be valuable as the
Company continues to advance its projects. I look forward to working with him and management on the
opportunity that Northumberland represents as a director of StrikePoint.”
Initial Mineral Resource Estimate
The current MRE represents StrikePoint’s initial MRE for the Project. The available drilling information
includes 1,511 reverse-circulatory (“RC”) and 37 core holes, drilled by previous operators of the Project,
including Cyprus Mines Corporation , Western States Minerals Corporation (“ WSMC”), Newmont USA
Limited, and Fronteer Development Group Inc . Strike Point has not yet carried out any drilling or
exploration activities at the Project.
The MRE was prepared by Mr. Hebert Lopes Oliveira, B.Sc., P.Geo., Principal Resource Geologist at SLR
Consulting (Canada) Ltd. (“ SLR”), who is an independent Qualified Person (QP) for the purposes of
National Instrument 43-101 Standards of Disclosure for Mineral Projects (“NI 43-101”). The report has an
effective date of July 31, 2026 and uses the CIM (2019) Estimation of Mineral Resources and Mineral
Reserves (MRMR) Best Practice guidelines and the CIM (2014) definitions for Mineral Resources. SLR has
estimated a mineral resource as follows:
• Indicated Resource: 67,008 kt containing 2.71 Moz of gold (“Au”) grading at 1.26 g/t Au with
11.60 Moz of silver (“Ag”) grading at 5.38 g/t Ag. Combined, the gold and silver indicated mineral
resource equates to 2.86 Moz of AuEq* at an average grade of 1.33 g/t AuEq*.
• Inferred Resource: 30,967 kt containing 1.52 Moz of gold at a grade of 1.53 g/t Au with 4.26 Moz
of silver at a grade of 4.28 g/t Ag. Combined, the gold and silver inferred mineral resource
equates to 1.57 Moz of AuEq* at an average grade of 1.58 g/t AuEq*.
* For grades by individual metals, see Table 1 below, which includes the basis of the AuEq calculation.
Table 1: Northumberland Resource Estimate (Effective Date of July 31, 2026)
Category Tonnage
(kt)
Grade
(g/t Au)
Grade
(g/t Ag)
Grade
(g/t AuEq*)
Contained M
etal
(Au oz)
Contained M
etal
(Ag oz)
Contained
Metal
(AuEq* oz)
Indicated 67,008 1.26 5.38 1.33 2,709,000 11,599,000 2,857,000
Inferred 30,967 1.53 4.28 1.58 1,519,000 4,260,000 1,568,000
Notes:
1. The MRE was prepared by Mr. Hebert Lopes Oliv eira, B.Sc., P.Geo., Principal Resource Geologist at SLR, who is an independent
Qualified Person (QP) for the purposes of National Instrument 43-101 Standards of Disclosure for Mineral Projects (NI 43-101).
2. This is the i nitial MRE for StrikePoint, and reflects revised price, cost, and technical assumptions over historical MREs, which should
not be relied on. The MRE incorporates the CIM (2019) Estimation of Mineral Resources and Mineral Reserves (MRMR) Best
Practice guidelines and the CIM (2014) definitions were followed for Mineral Resources.
3. Metallurgical recoveries consider oxidation state as defined by sulphide content: < 0.5% (oxide) and ≥ 0.5% (fresh), and furth er
subdivide fresh material into low, medium and high preg robbing categories as estimated from preg robbing values (PRV) and
assumed as follows:
a. Oxide material: 75% for both Au and Ag
b. Fresh, low PRV material: 90% Au; 70% Ag
c. Fresh, medium PRV material: 80% Au; 60% Ag
d. Fresh, high PRV material: 60% Au; 40% Ag
4. Gold Equivalent (AuEq) = Au(g/t) + (Ag(g/t) x (Ag price x Ag recovery / Au price x Au recovery)).
5. Mineral Resources are estimated at variable A uEq cut-off grades based on long term prices of US$3,500 per gold ounce and US$55
per silver ounce and Au and Ag recoveries by material type as follows: 0.16 g/t (oxide); 0.31 g/t (fresh, low PRV); 0.35 g/t (fresh,
medium PRV); and 0.47 g/t (fresh, high PRV).
6. Mineral Resources are reported within an optimized pit shell, using the following assumptions:
a. Overall pit slope angles of 45°
b. Mining costs of US$2.12/tonne (t) mined
c. G&A costs of US$1.35/t milled
d. Processing costs of US$12/t milled (oxide); US$30/t milled (sulphide)
e. In situ bulk density is 2.6 t/m3.
7. Mineral Resources that are not Mineral Reserves do not have d emonstrated economic viability. There are no Mineral Reserves at
Northumberland.
8. This Mineral Resource estimate includes Inferred Mineral Resources which have had insufficient work to classify them as Indicated
Mineral Resources. It is uncertain but reasonably expected that Inferred Mineral Resources could be upgraded to Indicated Mineral
Resources with continued exploration.
9. Numbers may not add or multiply accurately due to rounding.
10. The effective date of the Mineral Resource Estimate for Northumberland is July 31, 2026
11. The QP is not aware of any environmental, permitting, legal, title, taxation, socio-e conomic, marketing, political, or other relevant
factors not discussed in this report that could materially affect the Mineral Resource estimate.
Table 2: Pit Optimization Parameters and Calculation of Marginal Cut-Off Grades
Parameter Units Non Preg-
Robbing (Oxides)
Low Preg-
Robbing
Medium Preg-
Robbing
High Preg-
Robbing
Gold Price US$/oz 3,500 3,500 3,500 3,500
Gold Payability % 99.5 99.5 99.5 99.5
Selling Cost (Transport &
Refining) US$/oz Au 5.00 5.00 5.00 5.00
NSR Price US$/oz Au 3,495 3,495 3,495 3,495
Metallurgical Recovery % 75 90 80 60
Unit Operating Costs (Process +
G&A) US$/t milled 13.35 31.35 31.35 31.35
Marginal Cut-off Grade g/t 0.16 0.31 0.35 0.47
The Northumberland deposit is open in multiple directions, and the property package has targets that
may be subject to future exploration. Any potential expansion of the mineral resource estimate would be
subject to the results of further exploration.
Technical Report
A technical report titled “NI 43 -101 Technical Report Northumberland Gold Project, Nevada, USA” , with
an effective date of July 31, 2026 (the “Technical Report”), has been filed on SEDAR+ concurrently with
this news release. The Technical Report supports the disclosure of the Mineral Resource estimate for
Northumberland. Mineral Resources that are not Mineral Reserves do not have demonstrated economic
viability. The Technical Report is available on SEDAR+ and on the Company's website at
www.strikepointgold.com.
The Northumberland Gold Project
References to active mines and other mineral projects is for illustration purposes only. There can be no assurances the Company will achieve
comparable results.
Project Location & Infrastructure
The Northumberland Project is located approximately 150 kilometers by road from Tonopah , Nevada.
Access is via paved highway and all- weather county road. Northumberland is located within the Walker
Lane of Nevada, host to producers such as Kinross’s Round Mountain Mine, located approximately 6 0
kilometers by road south of Northumberland. The Walker Lane is a prolific mineral trend with significant
historical production, new discoveries ( including AngloGold’s Arthur Gold Project as well as Centerra’s
Goldfield Project, currently under construction) and operational mines including the Round Mountain
Mine operated by Kinross. Northumberland’s mineralization is considered a Carlin -style. References to
other mining projects and operations are for geographic context only and are not intended to imply
comparable economics, resources, or production potential.
Northumberland was initially discovered in the late 1800s. Significant oxide mineralization was
discovered in the 1930s and was mined intermittently by various operators until 1991. Interests in the
property were transferred to Nevada Western Gold LLC, which became a subsidiary of New West Gold in
2005. Fronteer Gold acquired Nevada Western’s interest in Northumberland in 2007, before Fronteer,
including Northumberland, was acquired by Newmont in 2011.
Transaction Structure
Under the Agreement, Nu Gold LLC (“ AcquireCo”), a wholly owned subsidiary of 1599044 B.C. Ltd.
(“HoldCo”), a wholly owned subsidiary of StrikePoint, will acquire from Newmont USA Limited and
Fronteer Development LLC, each a subsidiary of Newmont, certain claims, fee lands, licenses, permits and
equipment making up the Northumberland Gold Project, in consideration for (i) a cash payment in the
amount of US$70 million on closing; and (ii) contingent payments of US$25 million within 120 days after
the completion of a Feasibility Study on Northumberland and US$25 million within 120 days after the
achievement of certain commercial production milestones at Northumberland. The Transaction is an
arm’s length transaction.
Share Consolidation and Concurrent Financings
Prior to completion of the Transaction and subject to approval from the TSX Venture Exchange (the
“TSXV”), the Company will undertake a consolidation of its shares on a basis of 10 old shares for one new
share (the “Consolidation”).
In connection with and prior to the closing of the Transaction, 1599042 B.C. Ltd. (“FinCo”), a subsidiary of
the Company, shall complete a Brokered Offering (as defined below). The Company has entered into an
engagement letter with Canaccord Genuity Corp. (“ Canaccord Genuity” or the “ Underwriter”) as lead
underwriter for a bought deal private placement financing of 70,000,000 subscription receipts of FinCo
(the “Subscription Receipts”) at a price of C$2.00 per Subscription Receipt for aggregate gross proceeds
of C$140 million (the “Brokered Offering”). In connection with the Brokered Offering, the Company has
granted Canaccord Genuity an option (the “ Underwriter’s Option”) to purchase additional Subscription
Receipts for additional gross proceeds of up to C$ 21 million. The Underwriter’s Option is exercisable up
to 48 hours prior to the closing of the Brokered Offering. Each Subscription Receipt will entitle the holder
thereof to receive one post-Consolidation common share in the capital of the Company (each, a “Share”)
without any additional consideration or further action upon satisfaction of the Escrow Release Conditions
(as defined below).
The net proceeds from the Brokered Offering will be used to satisfy the cash component of the
Transaction, to advance exploration and development activities at Northumberland , and for general
corporate purposes (less than 10%).
The gross proceeds from the Brokered Offering, less certain expenses of the Underwriter (the “Escrowed
Proceeds”) will be placed into escrow, 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 Agreement and the receipt of all required corporate and regulatory approvals in
connection with the Transaction (collectively, the “ Escrow Release Conditions ”) to be set out in a
subscription receipt agreement to be entered into on or about the closing date of the Brokered Offering
between the Company, FinCo, the Underwriter, and an escrow agent (the “Escrow Agent”). Provided that
the Escrow Release Conditions are satisfied or waived (where permitted) prior to 5:00 p.m. (Toronto time)
on the date that is 45 days following closing of the Brokered Offering (the “Escrow Release Deadline”),
the Underwriter’s fees will be released to the Underwriter from the Escrowed Proceeds, and the balance
of the Escrowed Proceeds (less certain expenses of the Escrow Agent) will be released to the Company ,
and each Subscription Receipt shall be automatically converted into one Share of the Company upon the
amalgamation of FinCo and HoldCo, pursuant to an amalgamation agreement to be entered into among
the Company, Finco, and HoldCo. In the event that the Escrow Release Conditions are not satisfied by the
Escrow Release Deadline, the Escrow 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.
All securities issued pursuant to the Brokered Offering will be subject to the private company “indefinite”
hold period set out in National Instrument 45 -102 – Resale of Securities (“NI 45-102”). Upon satisfaction
of the Escrow Release Conditions and the exchange of Subscription Receipts, the underlying Shares shall
not be subject to any hold period set out in NI 45-102.
In addition, the Company intends to complete a non-brokered private placement of units of the Company
(each, a “Unit”) at a price of C$0.20 per Unit (C$2.00 on a post-Consolidation basis) for gross proceeds of
up to C$2 million (the “Non-Brokered Offering” and together with the Brokered Offering, the “Offerings”).
Each Unit shall consist of one Share and one -half of one common share purchase warrant (each whole
warrant, a “Warrant”). Each Warrant shall be exercisable into one Share (a “Warrant Share”) for a period
of three years from the closing date of the Non -Brokered Offering, at an exercise price of C$ 0.30 per
Warrant Share (C$3.00 on a post-Consolidation basis). The proceeds from the Non-Brokered Offering will
be used for costs related to the Transaction and for general working capital purposes.
All securities issued pursuant to the Non-Brokered Offering will be subject to a hold period of four months
and one day from the date of issuance in accordance with applicable securities legislation.
Certain directors, officers, and other insiders of the Company (collectively, the “ Participating Insiders”)
are expected to participate in the Offerings. Each issuance by the Company of securities to a Participating
Insider in connection with the issuance of Subscription Receipts of Fin Co to the Participating Insiders
under the Brokered Offering, or in connection with the issuance of Units of the Company to the
Participating Insiders under the Non-Brokered 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 will not be in
a position to file a material change report 21 days prior to the expected closing of the Offering s because
the terms of the Offerings and insider participation will not yet have been established by that time, and
the Company is electing to proceed with the Offerings as expeditiously as possible.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities
in the United States. The securities have not been and will not be registered under the United States
Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be
offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act
and applicable state securities laws or an exemption from such registration is available.
The Brokered Offering is being conducted in all provinces of Canada pursuant to private placement
exemptions and in such other jurisdictions as agreed to by the Company, FinCo and the Underwriter.
Closing of the Offerings and the Transaction are subject to certain customary conditions, including but not
limited to, the receipt of all necessary approvals including the conditional approval of the TSXV.
The Transaction constitutes a “Fundamental Acquisition” pursuant to TSXV Policy 5.3. Trading in the
Company’s common shares is expected to remain halted pending completion of the Transaction. No
finder’s fees are payable in connection with the Transaction or the Offerings.
Board of Directors Approval
The Transaction and the Offerings have been unanimously approved by the Board and, after considering
the advice of its financial and legal advisors, the Board has unanimously determined that the Transaction
and the Offering s are in the best interest of StrikePoint . The Transaction does not require shareholder
approval.
Transaction Timeline
The Company anticipates that the closing of the Transaction will occur on or about the end of
September.
Advisors and Counsel
Canaccord Genuity is acting as financial advisor to the Company. DuMoulin Black is acting as Canadian
legal counsel to the Company and Parsons Behle & Latimer is acting as US legal counsel to the Company.
Qualified Person Statement:
Hebert Lopes Oliveira, B.Sc., P.Geo., Principal Resource Geologist at SLR Consulting (Canada) Ltd. (“SLR”),
is the Qualified Person (“ QP”) who prepared the Northumberland Gold Project Mineral Resource
Estimate. SLR Consulting (Canada) is “independent” of StrikePoint as defined by Section 1.5 of National
Instrument 43-101 - Standards of Disclosure for Mineral Projects (“NI 43-101”).
The QP verified the data underlying the Mineral Resource Estimate disclosed in this news release,
including data verification during QP site visit (May 12, 2026) with collar verification, a database audit,
and cross ‑checks against original laboratory certificates to validate assays. QA/QC reviews of certified
reference materials, blanks, duplicates, and external checks confirmed acceptable accuracy and precision
for geological data drilling. Twin‑hole correlations, survey/deviation and density checks, and sulphur and
preg‑robbing modelling were also completed to support geometallurgical domaining and determined that
it is suitable for the estimation of mineral resources. Identified limitations are preg -robbing/sulphur
coverage is sparse relative to Au assays database; some metallurgical composites are not tied to specific
drillholes/intervals; density data for disturbed materials are limited; geotechnical support for 45° overall
pit slopes is not presented.
All technical data and scientific data, as disclosed in this press release, have been reviewed and approved
by Michael G. Allen, P. Geo, President and CEO of the Company. Mr. Allen is a qualified person as defined
under the terms of NI 43-101.
Short Term Loan
In addition, the Company announces that it has entered into promissory notes with certain individuals
including non-arm’s length parties (collectively, the “Lenders”) pursuant to which the Lenders have
loaned the Company C$500,000 (the “Loan”). The Loan is non-interest bearing and is due on demand of
the Lenders. The proceeds of the Loan will be used by the Company to pay claim maintenance fees for
the Company’s Hercules and Cuprite projects in Nevada. The Loan is subject to TSXV acceptance. It is
anticipated that the Loan will be repaid from the proceeds of the Non-Brokered Offering. No finder’s
fees will be paid or any securities issued in connection with the Loan.
The entering into of the Loan is a "related party transaction" under MI 61 -101 as certain Lenders are
directors or officers of the Company and therefore each a “related party” of the Company under 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.
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 globally recognized mining jurisdictions in the world, with over 218 Moz Au
produced to date. Multiple large mining companies operat e 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
For more information, please contact:
StrikePoint Gold Inc.
Michael G. Allen, President, CEO & Director Knox Henderson, Head of Investor Relations
T: (604) 374-8381 T: (604) 551-2360
E: [email protected] E: [email protected]
W: www.strikepointgold.com
Cautionary Statement on Forward Looking Information
Certain statements made and information contained herein may constitute "forward -looking information" and
"forward-looking statements" within the meaning of applicable Canadian and United States securities legislation.
These statements and information are based on facts currently available to the Company and there is no assurance
that actual results will meet management's expectations. Forward- looking statements and information are
characterized by such terms as "anticipate", "target", "estimate", "plan", "expect", “potential”, “speculate”, variants
of these words and other similar words, phrases, or statements that certain events or conditions "could", "may",
"will", or "would" occur. These forward- looking statements or information relate to, among other things: the
completion of the Transaction and the Offerings and the anticipated timing thereof, including the anticipated closing
of the Transaction; the completion of the Consolidation; the intended use of proceeds from the Offerings; the
payment of the contingent consideration to Newmont following completion of a Feasibility Study and the