StrikePoint Completes Acquisition of the Northumberland Gold Project from Newmont Corporation

StrikePoint Gold Inc. (SKP) has completed the acquisition of the Northumberland Gold Project in Nevada from Newmont Corporation subsidiaries for US$70 million upfront, with two additional contingent payments of US$25 million each tied to feasibility study completion and commercial production milestones. Concurrently, the Company closed a brokered private placement raising C$190 million gross proceeds via 95 million subscription receipts (converted to shares post-consolidation), which funded the acquisition and will support exploration and development. The release includes an initial independent Mineral Resource Estimate (MRE) for Northumberland totaling 4.43 Moz AuEq (2.86 Moz Indicated, 1.57 Moz Inferred) across 98 million tonnes, based on historical drilling data.

The transaction was acquired from Newmont USA Limited and Fronteer Development LLC. The upfront cash consideration of US$70 million was paid at closing. The contingent payments of US$25 million each are due within 120 days of Feasibility Study completion and within 120 days of achieving commercial production milestones, respectively. To finance the deal, StrikePoint issued 95,000,000 subscription receipts at C$2.00 per unit, generating gross proceeds of C$190 million. The net proceeds are designated to satisfy the cash component of the transaction, with the balance allocated for exploration, development, and general corporate purposes (less than 10%). Canaccord Genuity Corp. served as the underwriter, receiving a 6% cash commission (reduced to 3% for president's list subscribers) and C$3,855,210 in cash commission to Arlington Group Asset Management Limited. Additionally, 7,058,020 warrants were issued to the underwriter and eligible parties with an exercise price of C$2.00, a term of 24 months, and a hold period of 4 months and 1 day. Gross proceeds less expenses were placed in escrow, with conditions satisfied on October 6, 2026, and shares issued upon conversion.

A 10-for-1 share consolidation became effective on October 2, 2026. Prior to consolidation, there were approximately 7,239,241 pre-consolidation shares. Post-consolidation, 95,000,000 shares were issued from the subscription receipts. Tembo Capital Investments IV LP purchased 20,300,000 subscription receipts, representing approximately 19.9% of post-consolidation shares. Tembo has the right to nominate one Board director and one technical committee representative.

The Mineral Resource Estimate, effective July 31, 2026, is based on 1,511 reverse-circulation and 37 core holes drilled by previous operators. The data was verified by Hebert Lopes Oliveira, B.Sc., P.Geo., of SLR Consulting, through site visits, collar verification, database audits, lab certificate cross-checks, CRM/blanks/duplicates, twin-hole correlations, survey/deviation, density checks, and sulphur/preg-robbing modelling. Limitations noted include sparse preg-robbing/sulphur coverage, limited density data for disturbed materials, and no geotechnical support for 45° pit slopes.

The resource estimate utilizes variable cut-off grades based on metallurgical recovery: Oxide at 0.16 g/t; Fresh Low PRV at 0.31 g/t; Fresh Medium PRV at 0.35 g/t; and Fresh High PRV at 0.47 g/t. Assumptions include a gold price of US$3,500/oz, a silver price of US$55/oz, mining costs of US$2.12/t, G&A of US$1.35/t, and processing costs of US$12/t for oxide and US$30/t for sulphide.

The Indicated resource comprises 67,008 kt at 1.26 g/t Au, 5.38 g/t Ag, and 1.33 g/t AuEq, containing 2.71 Moz Au, 11.60 Moz Ag, and 2.86 Moz AuEq. The Inferred resource comprises 30,967 kt at 1.53 g/t Au, 4.28 g/t Ag, and 1.58 g/t AuEq, containing 1.52 Moz Au, 4.26 Moz Ag, and 1.57 Moz AuEq. The Total resource stands at 97,975 kt containing 4.23 Moz Au, 15.86 Moz Ag, and 4.43 Moz AuEq.

StrikePoint also sold a 0.5% Net Smelter Return (NSR) royalty to Tembo Capital Investments IV LP for US$10 million. The company retains a buyback option to repurchase 0.25% of the royalty for US$25 million at the earlier of 5 years post-sale or 120 days after commercial production commencement.

Alan Pangbourne has been appointed Chairman, effective upon Transaction completion, while Shawn Khunkhun continues as Director.

Michael G. Allen, President and CEO, stated: "We are pleased to finalize the acquisition of Northumberland a transformational acquisition for StrikePoint. We anticipate commencing drilling within a month at the project with the goals of expanding and infilling the existing resource."

Alan Pangbourne, Chairman, added: "Northumberland gives us a significant resource in one of the world's best mining jurisdictions. The Board's priority is to support Mike and his team in advancing it with discipline: high-quality technical work, careful capital allocation and strong governance..."

Shawn Khunkhun, Executive Director, commented: "Northumberland offers tremendous exploration and development potential in one of the world's premier gold jurisdictions. I look forward to working with the team to aggressively advance the Project and unlock significant value for our shareholders."