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Gunpoint Announces Closing of $3.35 Million Non-Brokered Private Placement

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Gunpoint Announces Closing of $3.35 Million Non-Brokered Private Placement

Gunpoint Exploration Ltd. (TSX-V: GUN) 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 at a price of $0.40 per Unit. Each Unit is comprised of one common share of the Company and one-half of one common share purchase 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 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

Posted December 3, 2025

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