StrikePoint Gold Inc. (TSX-V:SKP) OTCQB:(STKXF) is pleased to announce that it has completed the first tranche of its non-brokered private placement.  The Company has issued 8,263,000 units, at a price of CAD $0.20 per Unit for gross proceeds of $1,652,600 (all dollar figures are denominated in Canadian dollars).  For further information on this previously announced private placement, please refer to the Company’s October 1, 2024 news release.

On October 18, 2024, the Company completed a consolidation of the Company’s issued and outstanding common shares on the basis of ten existing common shares for one post-consolidation common share.

Each Unit consists of one common share and one Common Share purchase warrant, with each Warrant exercisable into one Common Share at an exercise price of $0.30 for a period of twenty-four months from closing.  The Warrants will be subject to an acceleration clause stipulating that should the Shares close on the TSX Venture Exchange at, or above, $0.40 for ten consecutive trading days, they will be called for exercise within 30 days of the Company providing notice by way of regular press release, or will expire.

Under the first tranche of the Financing, the Company paid $76,762 in finder’s fees in consideration for introducing subscribers to the Financing. Finder’s fees and commissions are paid in accordance with the policies of the TSXV. None of the proceeds raised will be used to pay “Non-Arm’s Length Parties” (as defined in the policies of the TSXV). Pursuant to applicable Canadian securities laws, all securities issued under the Private Placement are subject to a hold period of four months and one day. Closing remains subject to several prescribed conditions, including, without limitation, final approval of the TSXV. The Company anticipates closing a second tranche of the financing in mid-November 2024.

The Company intends to use the proceeds from the Financing for exploration activities at its two Nevada-based projects, the Cuprite Gold Project and the newly-acquired Hercules Gold Project and for general working capital purposes.

To date, certain insiders of the Company participated in the Private Placement and acquired an aggregate of 150,000 Units. The purchase constitutes a “related party transaction” within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions. The issuances are exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as they are distributions of securities for cash and the fair market value of the Units issued to, and the consideration paid by, the insiders did not exceed 25% of the Company’s market capitalization. No new insiders were created, nor any change of control occurred, as a result of the first tranche of the Financing closing.

Completion of the second tranche of the Financing remains subject to approval from the TSXV.  Securities issued under any subsequent tranche(s) will be subject to a four month and one day hold period calculated from their date of closing.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States or to U.S. Persons (as that term is defined in Rule 902(k) of Regulation S), nor shall this press release be construed to constitute such an offer or solicitation in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended (the “1933 Act”) or under any U.S. state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the 1933 Act, as amended, and applicable state securities laws.

About StrikePoint

StrikePoint is a multi-asset gold exploration company focused on building precious metals resources in the Western United States and in Canada.

Both the Cuprite Gold Project and the Hercules Gold Project are located in Nevada’s Walker Lane Gold Trend where StrikePoint is rapidly becoming one of the largest holder of mineral claims with approximately 145 square kilometers of prospective geology under claim.

The Walker Lane hosts AngloGold Ashanti’s multi-million once Silicon Gold and Merlin discoveries and Kinross’s Tier – 1 Round Mountain Mine.

In addition, the Company controls two advanced-stage exploration assets in British Columbia’s Golden Triangle: the past-producing high-grade silver Porter-Idaho Project and the high-grade gold Willoughby Project.