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Strikepoint Gold Inc (3)
Symbol SKP
Shares Issued 62,392,382
Close 2026-08-18 C$ 0.165
Market Cap C$ 10,294,743
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Strikepoint Gold increases financing to $160-million

2026-08-20 22:48 ET - News Release

Mr. Michael Allen reports

STRIKEPOINT ANNOUNCES UPSIZE OF BOUGHT DEAL PRIVATE PLACEMENT TO C$160 MILLION

As a result of strong investor demand, Strikepoint Gold Inc. has amended its agreement with Canaccord Genuity Corp. (the underwriter), to increase the size of its previously announced bought deal private placement to 80 million subscription receipts of 1599042 B.C. Ltd. (FinCo) at a price of $2 per subscription receipt for gross proceeds of $160-million.

The company shall grant the underwriter an option to purchase up to an additional 15 million subscription receipts at the offering price for additional gross proceeds of up to $30-million, exercisable at any time up to 48 hours prior to the closing of the brokered offering. Each subscription receipt will entitle the holder thereof to receive one postconsolidation common share in the capital of the company without any additional consideration or further action upon satisfaction of the escrow release conditions (as defined below).

The net proceeds from the brokered offering will be used to satisfy the cash component of the transaction, as such term is defined in the company's press release dated Aug. 19, 2026, to advance exploration and development activities at the Northumberland project, and for general corporate purposes (less than 10 per cent).

The gross proceeds from the brokered offering, less certain expenses of the underwriter will be placed into escrow, 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 agreement and the receipt of all required corporate and regulatory approvals in connection with the transaction to be set out in a subscription receipt agreement to be entered into on or about the closing date of the brokered offering between the company, FinCo, the underwriter and an escrow agent. Provided that the escrow release conditions are satisfied or waived (where permitted) prior to 5 p.m. Toronto time on the date that is 45 days following closing of the brokered offering, the underwriter's fees will be released to the underwriter from the escrowed proceeds, and the balance of the escrowed proceeds (less certain expenses of the escrow agent) will be released to the company, and each subscription receipt shall be automatically converted into one share of the company upon the amalgamation of FinCo and HoldCo, pursuant to an amalgamation agreement to be entered into among the company, Finco and HoldCo. In the event that the escrow release conditions are not satisfied by the escrow release deadline, the escrow 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.

All securities issued pursuant to the brokered offering will be subject to the private company's indefinite hold period set out in National Instrument 45-102, Resale of Securities. Upon satisfaction of the escrow release conditions and the exchange of subscription receipts, the underlying shares shall not be subject to any hold period set out in NI 45-102.

Certain directors, officers and other insiders of the company (collectively, the participating insiders" are expected to participate in the brokered 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 brokered 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 will not be in a position to file a material change report 21 days prior to the expected closing of the brokered offering because the terms of the brokered offering and insider participation will not yet have been established by that time, and the company is electing to proceed with the brokered offering as expeditiously as possible.

The brokered offering is being conducted in all provinces of Canada pursuant to private placement exemptions and in such other jurisdictions as agreed to by the company, FinCo and the underwriter. Closing of the brokered offering and the transaction are subject to certain customary conditions, including but not limited to, the receipt of all necessary approvals, including the conditional approval of the TSX Venture Exchange.

The transaction constitutes a fundamental acquisition pursuant to TSX-V Policy 5.3. Trading in the company's common shares is expected to remain halted pending completion of the transaction. No finders' fees are payable in connection with the transaction or the brokered offering.

About Strikepoint Gold Inc.

Strikepoint is a Vancouver-based multiasset gold exploration company focused on building precious metals resources in the Western United States. Strikepoint's flagship project will be the 100-per-cent-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 globally recognized mining jurisdictions in the world, with over 218 million ounces 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.

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