Mr. Michael Allen reports
STRIKEPOINT GOLD ANNOUNCES UPSIZE OF LIFE OFFERING
As a result of strong investor demand, Strikepoint Gold Inc. has increased the size of its previously announced non-brokered private placement offered under the listed issuer financing exemption (the LIFE offering) dated Oct. 29, 2025.
The LIFE offering will now consist of up to 20,797,460 units of the company price of 15 cents per unit for gross proceeds of up to $3,119,000. Each unit shall comprise one common share and one common share purchase warrant. Each warrant is exercisable into one common share at an exercise price of 30 cents for a period of 24 months from closing.
The LIFE offering is available to purchasers' resident in Canada, except Quebec, pursuant to the listed issuer financing exemption under Part 5A of National Instrument 45-106 -- Prospectus Exemptions. The securities offered under the LIFE offering will not be subject to a hold period in accordance with applicable Canadian securities laws, provided that the warrants issued under this LIFE offering shall not be exercisable for a period of 60 days after the date of issue.
There is an amended and restated offering document related to the LIFE offering dated Nov. 3, 2025, that can be accessed under the company's profile on SEDAR+ and on the company's website. Prospective investors should read this offering document before making an investment decision.
The company may pay finders' fees to eligible persons in connection with the LIFE offering in accordance with applicable securities laws and the policies of the TSX Venture Exchange. The company may also issue such number of finders' warrants to subscribers introduced by certain finders. Each finder's warrant will entitle the holder thereof to purchase one common share of the company at a price of 30 cents per finder's warrant share for a period of 24 months from the date of issuance, which will be subject to a statutory hold period expiring four months and one day from the date of closing.
The company intends to use the net proceeds raised from the LIFE offering for exploration activities at its two Nevada-based projects, the Hercules gold project and the Cuprite gold project as well as general working capital purposes. The LIFE offering closing remains subject to several prescribed conditions, including, without limitation, approval of the TSX-V.
The company anticipates that insiders will subscribe for units. The issuance of units to insiders is considered a related party transaction subject to Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions. The company intends to rely on exemptions from the formal valuation and minority shareholder approval requirements provided under sections 5.5(a) and 5.7(a) of Multilateral Instrument 61-101 on the basis that the participation in the LIFE offering by the insiders will not exceed 25 per cent of the fair market value of the company's market capitalization. A material change report in connection with the LIFE offering will be filed less than 21 days before the closing of the LIFE offering. This shorter period is reasonable and necessary in the circumstances as the company wishes to complete the LIFE offering in a timely manner.
About Strikepoint Gold Inc.
Headed by chief executive officer Michael G. Allen, Strikepoint is a multiasset gold exploration company focused on building precious metals resources in the Western United States and in Canada.
Strikepoint is rapidly becoming one of its largest holders of mineral claims with approximately 145 square kilometres of prospective geology under claim, encompassing two district-scale projects, the Hercules gold project and the Cuprite gold project.
Mr. Allen has been working in the Walker Lane for the last 15 years, with multiple transactions completed in that time frame including the acquisition of the Sterling gold project, located near Beatty, Nev., and the sale of Northern Empire Resources Corp. to Coeur Mining Inc. for approximately $120-million. The Sterling gold project is now part of AngloGold Ashanti PLC's Arthur gold project.
The management and board of Strikepoint has strong expertise in exploration, finance and engineering.
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