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Strikepoint Gold Inc. (TSXV: SKP) (OTCQB: STKXF) ("StrikePoint" or the "Company") is pleased to announce the initiation of a non-brokered private placement offered under the Listed Issuer Financing Exemption (the "LIFE Offering") for gross proceeds of up to CAD $3 million.
The LIFE Offering will consist of up to 20,000,000 units (the "Units") of the Company price of CAD $0.15 per Unit. Each Unit shall be comprised of one Common Share (a "Common Share") and one Common Share purchase warrant (each a "Warrant") Each Warrant is exercisable into one Common Share at an exercise price of CAD $0.30 for a period of twenty-four (24) months from closing.
The LIFE Offering is available to purchasers' resident in Canada, except Québec, pursuant to the listed issuer financing exemption under Part 5A of National Instrument 45-106 - Prospectus Exemptions (the "Listed Issuer Financing Exemption"). 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 shall not be exercisable for a period of 60 days after the date of issue.
There is an offering document related to the LIFE Offering that can be accessed under the Company's profile on SEDAR+ at www.sedarplus.ca and on the Company's website at: www.strikepointgold.com. Prospective investors should read this offering document before making an investment decision.
The Company may pay finders' fees to eligible persons in connection with the LIFE Offering in accordance with applicable securities laws and the policies of the TSX Venture Exchange (the "TSX-V"). The Company may also issue such number of finders' warrants ("Finders' Warrants") to subscribers introduced by certain finders. Each Finders' Warrant will entitle the holder thereof to purchase one common share of the Company (a "Finders' Warrant Share") at a price of CAD $0.30 per Finders' Warrant Share for a period of twenty-four (24) months from the date of issuance, which will be subject to a statutory hold period expiring four months and one day from the date of closing.
The Company intends to use the net proceeds raised 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 general working capital purposes. The LIFE Offering closing remains subject to several prescribed conditions, including, without limitation, approval of the TSX-V.
The Company anticipates that insiders will subscribe for Units. The issuance of Units to insiders is considered a related party transaction subject to Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions. The Company intends to rely on exemptions from the formal valuation and minority shareholder approval requirements provided under sections 5.5(a) and 5.7(a) of Multilateral Instrument 61-101 on the basis that the participation in the LIFE Offering by the insiders will not exceed 25 per cent of the fair market value of the Company's market capitalization. A material change report in connection with the LIFE Offering will be filed less than 21 days before the closing of the LIFE Offering. This shorter period is reasonable and necessary in the circumstances as the Company wishes to complete the LIFE Offering in a timely manner.
This news release does not constitute an offer to sell or a solicitation of an offer to sell any of 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 "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
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
Headed by CEO Michael G. Allen, StrikePoint is a multi-asset gold exploration company focused on building precious metals resources in the Western United States and in Canada.
StrikePoint is rapidly becoming one of its largest holders of mineral claims with approximately 145 square kilometers of prospective geology under claim, encompassing two district scale projects, the Hercules Gold Project and the Cuprite Gold Project.
Mr. Allen has been working in the Walker Lane for the last 15 years, with multiple transactions completed in that timeframe 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.
The Management and Board of StrikePoint has strong expertise in exploration, finance and engineering.
ON BEHALF OF THE BOARD OF DIRECTORS OF Strikepoint Gold Inc.
"Michael G. Allen"
Michael G. Allen
President, Chief Executive Officer & Director
For more information, please contact:
Strikepoint Gold Inc.
Michael G. Allen
T: (604) 374-8381
E: maS@strikepointgold.com
W: www.strikepointgold.com
Cautionary Statement on 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 United States securities legislation. These statements and information are based on facts currently available to the Company and there is no assurance that actual results will meet management's expectations. Forward-looking statements and information may be identified by such terms 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 completion of the LIFE Offering; the intended use of proceeds from the LIFE Offering; and the receipt of all necessary approvals for the completion of the LIFE Offering, including the approval of the TSX-V.
Such forward-looking information and statements are based on numerous assumptions, including among others, that the Company will complete the LIFE Offering on the terms as anticipated by management, and that the Company will receive all necessary approvals for the completion of 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 considered reasonable by management at the time, 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 of the forward-looking statements made in this document 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 the failure to complete the LIFE Offering in the timeframe and on the terms as anticipated by management, market conditions, metal prices, and risks relating to the Company not receiving all necessary approvals for the completion of 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 and readers are cautioned that the foregoing list is not exhaustive of all factors and assumptions which may have been used. Should one or more of these risks and uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in 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 advised not to place undue reliance on forward-looking information. The forward-looking information contained herein speaks only as of the date of this document. The Company disclaims any intention or obligation to update or revise 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 Dissemination in the United States of America
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/272501
