StrikePoint Announces Closing of $190,000,000 Bought Deal Private Placement of Subscription Receipts to Acquire and Explore the Northumberland Gold Project
StrikePoint Announces Closing of
$190,000,000 Bought Deal Private Placement
of Subscription Receipts to Acquire and
Explore the Northumberland Gold Project
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.
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
.
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
For more information, please contact:
StrikePoint Gold Inc.
Michael G. Allen, President, CEO & Director
T: (604) 374-8381
E:
W:
www.strikepointgold.com
Knox Henderson, Head of Investor Relations
T: (604) 551-2360
E:
Cautionary Note Regarding Forward-Looking Statements
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.
**Not for distribution in the United States of America or to U.S. Newswire services**
To view the source version of this press release, please visit
https://www.newsfilecorp.com/release/313691