StrikePoint Gold Inc. (SKP: TSX.V) (STKXF: OTCQB) is pleased to announce that it has closed the second and final tranche of its oversubscribed non-brokered private placement. The Company issued 6,942,500 units at a price of CAD $0.20 per Unit for gross proceeds of $1,388,500 in Tranche 2 (all dollar figures are denominated in Canadian dollars), bringing the total Financing to 15,205,500 Units for aggregate gross proceeds of $3,041,100. For further information on the Financing, refer to the Company’s news releases on October 1, 2024, November 8, 2024 and November 13, 2024.

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. The issued price of the units and the exercise price of the warrants are presented on a post-consolidation basis.

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 are subject to an acceleration clause stipulating that should the Common 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 Tranche 2, the Company paid $37,555 in finder’s fees in consideration for introducing subscribers to the Company, for an aggregate of $114,317 finder’s fees paid in the Financing. Finder’s fees and commissions are paid in accordance with the policies of the TSXV.

Pursuant to applicable Canadian securities laws, all securities issued and issuable under Tranche 2 will be subject to a four month hold period expiring March 28, 2025. Closing remains subject to several prescribed conditions, including, without limitation, final approval of the TSXV.

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 Financing and acquired an additional 75,000 Units in Tranche 2 for an aggregate of 225,000 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 of the Financing 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.