StrikePoint Announces Closing of $190,000,000 Bought Deal Private Placement of Subscription Receipts to Acquire and Explore the Northumberland Gold Project

StrikePoint Gold Inc. (SKP) has closed its previously announced bought-deal private placement of subscription receipts issued by its subsidiary, FinCo, following the exercise of the underwriter’s full option. Canaccord Genuity acted as the sole underwriter on a bought-deal basis. The transaction resulted in the issuance of 95,000,000 subscription receipts at C$2.00 each, generating C$190 million in gross proceeds. This total comprises the base amount of C$160 million plus the full exercise of the C$30 million over-allotment option.

Proceeds from the offering are currently held in escrow and will be released only upon the satisfaction of specific conditions, including the completion of the Northumberland acquisition and the receipt of necessary regulatory approvals. The deadline for these escrow release conditions is 5:00 p.m. Toronto time on October 24, 2026, though the underwriter retains discretion to extend this date. If the conditions are not met by the deadline, the funds, along with pro-rata interest, will be returned to investors and the receipts will be cancelled. Each subscription receipt is set to convert into one post-consolidation StrikePoint common share upon the amalgamation of FinCo and the purchaser.

Tembo Capital was disclosed as a new strategic investor at the closing of the offering, purchasing 20,300,000 subscription receipts for C$40.6 million. Prior to this transaction, Tembo held 0% of the company’s shares. Because the subscription receipts are non-voting, Tembo currently holds 0% voting shares. Upon conversion, Tembo is expected to own approximately 19.9% of issued and outstanding shares on a non-diluted basis. As part of the investment, Tembo has entered into an Investor Rights Agreement that grants it one board seat and one representative on a newly formed technical committee. Additionally, the company sold Tembo a 0.5% net smelter return (NSR) royalty over Northumberland for US$10 million. StrikePoint retains the option to buy back half of this royalty, or 0.25% NSR, for US$25 million at the earlier of five years after the sale or 120 days after commercial production begins.

Underwriter compensation for the transaction includes a 6% cash commission, which is reduced to 3% for sales made to the president’s list. The underwriter also received broker warrants equal to 6% of the receipts issued, totaling 5,700,000 warrants. These warrants are exercisable at C$2.00 for a period of 24 months following the escrow release. Insiders purchased a total of 137,000 subscription receipts.

The release does not constitute an earnings report, and no new financial results were disclosed. Contextually, the company’s Q1 2026 financials indicated it was a pre-revenue entity holding C$2.18 million in cash and carrying a going-concern warning.

Strikepoint Gold Inc. (SKP) has completed the closing of a previously announced and upsized bought deal, finalizing the maximum C$190 million scenario initially disclosed on August 20, 2026. The full exercise of the underwriter option marks the completion of the financing structure.

The transaction introduces a first-time strategic investment by Tembo Capital. Tembo committed C$40.6 million for a post-conversion 19.9% stake, along with US$10 million for a 0.5% NSR royalty, and secured representation on the board and technical committee. Relative to Strikepoint’s pre-deal market capitalization of roughly C$10 million, Tembo’s combined commitment represents a significant entry for the company.

The deal remains conditional. Subscription receipts are non-voting and funds are held in escrow. If escrow conditions are not met by October 24, 2026, the C$190 million will be returned and Tembo will not convert. The royalty sale encumbers the Northumberland asset, and the buyback price is noted as expensive.

StrikePoint Gold Inc. is a Vancouver-based multi-asset gold exploration company focused on precious metals resources in the Western United States. Following the Northumberland transaction, the company’s flagship asset will be the 100%-owned Northumberland Gold Project, replacing the Hercules Gold Project in Nevada’s Walker Lane as its primary focus.

StrikePoint acquired the Northumberland Gold Project from Newmont Corporation subsidiaries for total consideration of up to US$120 million. The deal structure includes an upfront payment of US$70 million in cash. Contingent payments total US$50 million, consisting of US$25 million due within 120 days after the completion of a feasibility study and another US$25 million within 120 days after the achievement of certain commercial production milestones.

An initial independent Mineral Resource Estimate effective July 31, 2026, reports an Indicated resource of 67,008 kt at 1.26 g/t Au and 5.38 g/t Ag, or 2.86 moz AuEq. The Inferred resource stands at 30,967 kt at 1.53 g/t Au and 4.28 g/t Ag, or 1.57 moz AuEq. These AuEq figures are based on US$3,500/oz gold and US$55/oz silver. StrikePoint has not drilled the Northumberland property; the data derives from previous operators including Cyprus Mines, WSMC, Newmont, and Fronteer. Technical limitations disclosed include sparse preg-robbing and sulphur coverage relative to gold assays, some metallurgical composites not tied to specific drillholes, limited density data for disturbed material, and no geotechnical support for the assumed 45-degree pit slopes.

The Hercules Gold Project was acquired in August 2024 for C$250,000. The project carries an exploration target of 819,000–1,019,000 oz Au at 0.48–0.63 g/t Au over 40.3–65.6 million tonnes. During Spring 2026, the company completed 29 RC holes totaling 3,918 meters. The best hole returned 114.30m grading 0.69 g/t Au and 5.03 g/t Ag, including 9.14m at 2.95 g/t Au and 16.18 g/t Ag. On February 18, 2026, StrikePoint acquired 51 unpatented claims in the Como Mining District from Newmont subsidiary Fronteer Development for staged cash payments totaling US$300,000 plus milestone payments and a 1.5% NSR royalty.

The company also holds the Cuprite Gold Project, located in Nevada, as part of its exploration portfolio, though fewer details were provided regarding this asset.