Each Unit consists of one common share (a “Common share“) and one purchase warrant for common shares (each a “Deposit“) of the Company. Each Warrant entitles the holder to purchase one common share in the capital of the Company at any time on or before November 18, 2027 at an exercise price of CAD $0.30.
The Units were sold pursuant to the listed issuer financing exemption under Part 5A of National Instrument 45-106 – Prospectus exemptions (the “Exemption for financing of listed issuers“). 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 will not be exercisable for a period of 60 days following the date of issuance.
In connection with the LIFE Offering, the Company paid finders’ fees in the aggregate amount of C$161,416.50 and issued 1,076,110 non-transferable warrants (the “Finder warrants“). Each Finder Warrant entitles the holder thereof to purchase one common share in the capital of the Company at a price of C$0.30 at any time on or before November 18, 2027, subject to a statutory hold period expiring four months and one day after the Closing Date.
The Company intends to use the net proceeds 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 for general working capital purposes. The closing of the LIFE offering remains subject to various regulatory conditions, including, without limitation, approval of the TSX-V.
Company insiders have subscribed for a total of 199,460 Units, with total gross proceeds of $29,919. The issuance of Participations to insiders is considered a related party transaction covered by Multilateral Instrument 61-101 – Protection of minority security holders in special transactions. The Company intends to rely on exemptions from the formal minority shareholder valuation and approval requirements provided for in sections 5.5(a) and 5.7(a) of Multilateral Instrument 61-101, on the basis that the insiders’ participation in the LIFE offering will not exceed 25 percent of the fair market value of the Company’s market capitalization. No new insiders have been created nor has there been a change of control as a result of the closing of the LIFE offering.
This press release does not constitute an offer to sell or the solicitation of an offer to sell the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “US securities law“) or any state securities laws and may not be offered or sold within the United States or to US Persons unless registered under the US Securities Act and applicable state securities laws or an exemption from such registration is available.
About StrikePoint
Led by CEO Michael G. Allen, StrikePoint is a multi-asset gold exploration company focused on building precious metal resources in the western United States and Canada.
StrikePoint is fast becoming one of the largest mineral claim holders, with approximately 145 square kilometers of future geology under claim, which includes two district-scale projects, the Hercules Gold Project and the Cuprite Gold Project.
Mr. Allen has worked at Walker Lane for the past 15 years, completing several transactions during that time, including the acquisition of the Sterling Gold Project, located near Beatty, Nevada, and the sale of Northern Empire Resources Corp. to Coeur Mining, Inc. for approximately C$120 million. The Sterling Gold Project is now part of AngloGold Ashanti plc’s Arthur Gold project.
StrikePoint’s management and board of directors have strong expertise in exploration, finance and engineering.
ON BEHALF OF THE BOARD OF DIRECTORS OF Strikepoint Gold Inc.
“Michael G. Allen”
Michael G. Allen
Chairman, CEO and director
Cautionary Note About Forward-Looking Information
Certain statements made and information contained herein may constitute “forward-looking information” and “forward-looking statements” within the meaning of applicable Canadian and U.S. securities laws. These statements and information are based on facts currently available to the company and there can be no assurance that actual results will meet management’s expectations. Forward-looking statements and information can be identified by terms such as “anticipates,” “believes,” “targets,” “estimates,” “plans,” “expects,” “may,” “will,” “speculates,” “could” or “would.” These forward-looking statements or information relate to, among other things: the intended use of proceeds from the LIFE Offering; and the receipt of all necessary approvals to complete the LIFE offering, including the approval of the TSX-V.
Such forward-looking information and statements are based on numerous assumptions, including, among other things, that the Company will receive all necessary approvals to complete the LIFE offering, including the approval of the TSX-V. Although the assumptions made by the Company in providing forward-looking information or making forward-looking statements are believed to be reasonable at the time by management, there can be no assurance that such assumptions will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements.
All forward-looking statements contained herein are qualified by these cautionary statements. Important factors that could cause actual results to differ materially from the Company’s plans or expectations include risks relating to market conditions, metal prices and risks associated with the Company not receiving all necessary approvals to complete the LIFE offering, including the approval of the TSX-V. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated, forecast or intended. Readers are cautioned that the foregoing list is not exhaustive of all factors and assumptions that may have been used. Should one or more of these risks and uncertainties materialize, or should underlying assumptions prove incorrect, actual results may differ materially from those described in the forward-looking information. Accordingly, there can be no assurance that forward-looking information will prove to be accurate, and forward-looking information is not a guarantee of future performance. Readers are cautioned not to place undue reliance on forward-looking information. The forward-looking information contained herein speaks only as of the date hereof. The Company disclaims any intention or obligation to update or revise any forward-looking information or to explain any material difference between such and subsequent actual events, except as required by applicable law.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Not for distribution to US Newswire Services or distribution in the United States of America
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