{"success":true,"data":{"pressRelease":{"id":"162321","rtpr_id":"nNFC2p6vD3-20261006","ticker":"NEM","exchange":"NYSE","all_tickers":["NEM","SKP"],"title":"StrikePoint Completes Acquisition of the Northumberland Gold Project from Newmont Corporation","author":"Newsfile Corp","published_at":"2026-10-06T18:15:18.496Z","article_body":"Escrow Release Conditions Satisfied for C$190 Million Bought Deal Financing\nLed by Canaccord Genuity\n\nVancouver, British Columbia--(Newsfile Corp. - October 6, 2026) - StrikePoint\nGold Inc. (TSXV: SKP) (OTCQB: STKXF) (\"StrikePoint\" or the \"Company\") is\npleased to announce that it has completed its previously announced acquisition\n(the \"Transaction\") of the Northumberland Gold Project (\"Northumberland\" or\nthe \"Project\") located in Nevada's Walker Lane, from subsidiaries of Newmont\nCorporation (\"Newmont\") (NYSE: NEM), pursuant to the definitive purchase\nagreement (the \"Agreement\") described in the Company's news releases dated\nAugust 18, 2026, August 20, 2026, September 9, 2026 and September 29, 2026.\nThe Transaction closed on October 6, 2026, and StrikePoint paid the upfront\ncash consideration of US$70 million at closing. Northumberland is a\npast-producing gold deposit, largely located on private land, that houses a\nsignificant mineral resource defined by more than 1,500 drill holes.\nStrikePoint has also agreed to make two additional contingent cash payments of\nUS$25 million each in the future, the first within 120 days after completion\nof a feasibility study (the \"Feasibility Study\") and the second within 120\ndays after achievement of certain commercial production milestones at\nNorthumberland.\n\nKey Transaction Highlights\n*\nAcquisition of a substantial gold deposit in Nevada's Walker Lane, a tier-one\nmining jurisdiction: Nevada is a top ranked mining jurisdiction with numerous\noperations in the state and an established, proven regulatory framework.\n*\nIndependent mineral resource estimate (\"MRE\") of 2.86 million oz (\"Moz\") of\ngold equivalent (\"AuEq\") in the indicated category and 1.57 Moz of AuEq* in\nthe inferred category contained within 67 million tonnes (\"Mt\") and 31 Mt,\nrespectively.\n\n* For grades by individual metals, see Table 1 below, which includes the basis\nof the AuEq calculation.\n*\nBrownfields site on private land potentially simplifies permitting: The\ncurrent MRE for Northumberland is contained on private property which\npreviously hosted open pit production.\n*\nExploration Targets: Northumberland has not been explored since approximately\n2010, and numerous untested targets exist, including extensions of the known\nmineralization.\n*\nRegional Exploration Package: In addition to the known mineral resources,\nnumerous near pit and property wide exploration targets offer potential for\nfurther additions to the mineral resource.\n*\nDrill Permits in Place: Five separate drill permits are currently in place and\nare expected to facilitate rig mobilization and efficient exploration on both\nprivate and public land, subject to applicable permit transfer or replacement\nrequirements.\n*\nStrengthened Board Leadership: Mr. Alan Pangbourne, who brings over 35 years\nof experience in global mining operations, has been appointed to the Board of\nDirectors as Chairman.\n\nMichael G. Allen, President and CEO of StrikePoint, said \"We are pleased to\nfinalize the acquisition of Northumberland a transformational acquisition for\nStrikePoint. We anticipate commencing drilling within a month at the project\nwith the goals of expanding and infilling the existing resource. Our\ngeological team will also be evaluating several greenfields targets that we\nhave identified, potentially for drilling in 2027. I would like to thank Tembo\nCapital, Canaccord Genuity and others for their support through this\nacquisition process. I look forward to working with incoming Chairman Alan\nPangbourne as we collaborate to advance the Northumberland Gold Project.\n\nAlan Pangbourne, Chairman of StrikePoint, said \"I'm delighted to join\nStrikePoint as Chairman at such a pivotal moment. Northumberland gives us a\nsignificant resource in one of the world's best mining jurisdictions. The\nBoard's priority is to support Mike and his team in advancing it with\ndiscipline: high-quality technical work, careful capital allocation and strong\ngovernance, so that every dollar spent builds value for shareholders.\"\n\nShawn Khunkhun, Executive Director of StrikePoint, said, \"We are thrilled to\ncomplete the acquisition of the Northumberland Gold Project, a significant\nmilestone that positions StrikePoint as an exciting emerging gold explorer and\ndeveloper in Nevada. Northumberland offers tremendous exploration and\ndevelopment potential in one of the world's premier gold jurisdictions. I look\nforward to working with the team to aggressively advance the Project and\nunlock significant value for our shareholders.\"\n\nInitial Mineral Resource Estimate\n\nThe current MRE represents StrikePoint's initial MRE for the Project. The\navailable drilling information includes 1,511 reverse-circulation and 37 core\nholes, drilled by previous operators of the Project, including Cyprus Mines\nCorporation, Western States Minerals Corporation, Newmont USA Limited, and\nFronteer Development Group Inc. StrikePoint has not yet carried out any\ndrilling or exploration activities at the Project.\n\nThe MRE was prepared by Mr. Hebert Lopes Oliveira, B.Sc., P.Geo., Principal\nResource Geologist at SLR Consulting (Canada) Ltd. (\"SLR\"), who is an\nindependent Qualified Person (\"QP\") for the purposes of National Instrument\n43-101 Standards of Disclosure for Mineral Projects (\"NI 43-101\"). The MRE has\nan effective date of July 31, 2026 and uses the CIM (2019) Estimation of\nMineral Resources and Mineral Reserves (MRMR) Best Practice guidelines and the\nCIM (2014) definitions for Mineral Resources. SLR has estimated a mineral\nresource as follows:\n*\nIndicated Resource: 67,008 kt containing 2.71 Moz of gold (\"Au\") grading at\n1.26 g/t Au with 11.60 Moz of silver (\"Ag\") grading at 5.38 g/t Ag. Combined,\nthe gold and silver indicated mineral resource equates to 2.86 Moz of AuEq* at\nan average grade of 1.33 g/t AuEq*.\n*\nInferred Resource: 30,967 kt containing 1.52 Moz of gold at a grade of 1.53\ng/t Au with 4.26 Moz of silver at a grade of 4.28 g/t Ag. Combined, the gold\nand silver inferred mineral resource equates to 1.57 Moz of AuEq* at an\naverage grade of 1.58 g/t AuEq*.\n\n* For grades by individual metals, see Table 1 below, which includes the basis\nof the AuEq calculation.\n\nTable 1: Northumberland Resource Estimate (Effective Date of July 31, 2026)\n\n Category   Tonnage  (kt)  Grade  (g/t Au)  Grade  (g/t Ag)  Grade  (g/t AuEq*)  Contained Metal  (Au oz)  Contained Metal  (Ag oz)  Contained Metal  (AuEq* oz)  \n Indicated  67,008         1.26             5.38             1.33                2,709,000                 11,599,000                2,857,000                    \n Inferred   30,967         1.53             4.28             1.58                1,519,000                 4,260,000                 1,568,000                    \n\nNotes:\n1. The MRE was prepared by Mr. Hebert Lopes Oliveira, B.Sc., P.Geo., Principal\nResource Geologist at SLR, who is an independent Qualified Person (QP) for the\npurposes of National Instrument 43-101 Standards of Disclosure for Mineral\nProjects (NI 43-101).\n2. This is the initial MRE for StrikePoint, and reflects revised price, cost,\nand technical assumptions over historical MREs, which should not be relied on.\nThe MRE incorporates the CIM (2019) Estimation of Mineral Resources and\nMineral Reserves (MRMR) Best Practice guidelines and the CIM (2014)\ndefinitions were followed for Mineral Resources.\n3. Metallurgical recoveries consider oxidation state as defined by sulphide\ncontent: < 0.5% (oxide) and ≥ 0.5% (fresh), and further subdivide fresh\nmaterial into low, medium and high preg robbing categories as estimated from\npreg robbing values (PRV) and assumed as follows:\n1. Oxide material: 75% for both Au and Ag\n2. Fresh, low PRV material: 90% Au; 70% Ag\n3. Fresh, medium PRV material: 80% Au; 60% Ag\n4. Fresh, high PRV material: 60% Au; 40% Ag\n1. Gold Equivalent (AuEq) = Au(g/t) + (Ag(g/t) x (Ag price x Ag recovery / Au\nprice x Au recovery)).\n2. Mineral Resources are estimated at variable AuEq cut-off grades based on\nlong term prices of US$3,500 per gold ounce and US$55 per silver ounce and Au\nand Ag recoveries by material type as follows: 0.16 g/t (oxide); 0.31 g/t\n(fresh, low PRV); 0.35 g/t (fresh, medium PRV); and 0.47 g/t (fresh, high\nPRV).\n3. Mineral Resources are reported within an optimized pit shell, using the\nfollowing assumptions:\n1. Overall pit slope angles of 45°\n2. Mining costs of US$2.12/tonne (t) mined\n3. G&A costs of US$1.35/t milled\n4. Processing costs of US$12/t milled (oxide); US$30/t milled (sulphide)\n5. In situ bulk density is 2.6 t/m(3).\n1. Mineral Resources that are not Mineral Reserves do not have demonstrated\neconomic viability. There are no Mineral Reserves at Northumberland.\n2. This Mineral Resource estimate includes Inferred Mineral Resources which\nhave had insufficient work to classify them as Indicated Mineral Resources. It\nis uncertain but reasonably expected that Inferred Mineral Resources could be\nupgraded to Indicated Mineral Resources with continued exploration.\n3. Numbers may not add or multiply accurately due to rounding.\n4. The effective date of the Mineral Resource Estimate for Northumberland is\nJuly 31, 2026\n5. The QP is not aware of any environmental, permitting, legal, title,\ntaxation, socio-economic, marketing, political, or other relevant factors not\ndiscussed in this news release and the Technical Report that could materially\naffect the Mineral Resource estimate.\nTable 2: Pit Optimization Parameters and Calculation of Marginal Cut-Off\nGrades\n\n Parameter                             Units         Non Preg- Robbing (Oxides)  Low Preg-Robbing  Medium Preg-Robbing  High Preg-Robbing  \n Gold Price                            US$/oz        3,500                       3,500             3,500                3,500              \n Gold Payability                       %             99.5                        99.5              99.5                 99.5               \n Selling Cost (Transport & Refining)   US$/oz Au     5.00                        5.00              5.00                 5.00               \n NSR Price                             US$/oz Au     3,495                       3,495             3,495                3,495              \n Metallurgical Recovery                %             75                          90                80                   60                 \n Unit Operating Costs (Process + G&A)  US$/t milled  13.35                       31.35             31.35                31.35              \n Marginal Cut-off Grade                g/t           0.16                        0.31              0.35                 0.47               \n\n \n\nThe Northumberland deposit is open in multiple directions, and the property\npackage has targets that may be subject to future exploration. Any potential\nexpansion of the MRE would be subject to the results of further exploration.\n\nTechnical Report\n\nA technical report titled \"NI 43-101 Technical Report Northumberland Gold\nProject, Nevada, USA\", with an effective date of July 31, 2026 (the \"Technical\nReport\"), was filed on SEDAR+ in connection with the Company's news release\ndated August 18, 2026. At the request of the TSX Venture Exchange (the\n\"TSXV\"), the Company filed an amended Technical Report on SEDAR+, as announced\non September 29, 2026; there were no material changes to the Technical Report.\nThe Technical Report supports the disclosure of the MRE for Northumberland.\nMineral Resources that are not Mineral Reserves do not have demonstrated\neconomic viability. The Technical Report is available on SEDAR+ and on the\nCompany's website at www.strikepointgold.com.\n\nThe Northumberland Gold Project\n\n(https://images.newsfilecorp.com/files/5044/317695_1b191ae0946979c3_002full.jpg)\n\nTo view an enhanced version of this graphic, please visit:\nhttps://images.newsfilecorp.com/files/5044/317695_1b191ae0946979c3_002full.jpg\n\nReferences to active mines and other mineral projects is for illustration\npurposes only. There can be no assurances the Company will achieve comparable\nresults.\n\nProject Location & Infrastructure\n\nNorthumberland is located approximately 150 kilometers by road from Tonopah,\nNevada. Access is via paved highway and all-weather county road.\nNorthumberland is located within the Walker Lane of Nevada, host to producers\nsuch as Kinross's Round Mountain Mine, located approximately 60 kilometers by\nroad south of Northumberland. The Walker Lane is a prolific mineral trend with\nsignificant historical production, new discoveries (including AngloGold's\nArthur Gold Project as well as Centerra's Goldfield Project, currently under\nconstruction) and operational mines including the Round Mountain Mine operated\nby Kinross. Northumberland's mineralization is considered a Carlin-style.\nReferences to other mining projects and operations are for geographic context\nonly and are not intended to imply comparable economics, resources, or\nproduction potential.\n\nNorthumberland was initially discovered in the late 1800s. Significant oxide\nmineralization was discovered in the 1930s and was mined intermittently by\nvarious operators until 1991. Interests in the property were transferred to\nNevada Western Gold LLC, which became a subsidiary of New West Gold in 2005.\nFronteer Gold acquired Nevada Western's interest in Northumberland in 2007,\nbefore Fronteer, including Northumberland, was acquired by Newmont in 2011.\n\nTransaction Structure\n\nUnder the Agreement, Nu Gold LLC, a wholly owned subsidiary of 1599044 B.C.\nLtd. (\"HoldCo\"), a wholly owned subsidiary of StrikePoint, acquired from\nNewmont USA Limited and Fronteer Development LLC, each a subsidiary of\nNewmont, certain claims, fee lands, licenses, permits and equipment making up\nthe Project, in consideration for (i) a cash payment in the amount of US$70\nmillion paid on closing; and (ii) contingent payments of US$25 million within\n120 days after the completion of a Feasibility Study on Northumberland and\nUS$25 million within 120 days after the achievement of certain commercial\nproduction milestones at Northumberland. The Transaction was an arm's length\ntransaction.\n\nShare Consolidation and Brokered Offering\n\nAs announced on September 29, 2026, the Company completed a consolidation of\nall of its issued and outstanding common shares, options and warrants on the\nbasis of ten (10) pre-consolidation securities for every one (1)\npost-consolidation security (the \"Consolidation\"), effective October 2, 2026.\nImmediately following the Consolidation, and prior to the conversion of the\nSubscription Receipts (as defined below), the Company had approximately\n7,239,241 common shares issued and outstanding. The CUSIP number for the\npost-Consolidation common shares is 86332K509 and the ISIN is CA86332K5098.\n\nAs announced on September 9, 2026, 1599042 B.C. Ltd. (\"FinCo\"), a subsidiary\nof the Company, completed a bought deal private placement of 95,000,000\nsubscription receipts of FinCo (the \"Subscription Receipts\") at a price of\nC$2.00 per Subscription Receipt for aggregate gross proceeds of C$190 million\n(the \"Brokered Offering\"), which included the full exercise of the option\ngranted to the Underwriter (as defined below). Canaccord Genuity Corp.\n(\"Canaccord Genuity\" or the \"Underwriter\") acted as sole underwriter for the\nBrokered Offering. Each Subscription Receipt entitled the holder thereof to\nreceive one post-Consolidation common share in the capital of the Company\n(each post-Consolidation common share, a \"Share\") without any additional\nconsideration or further action upon satisfaction of the Escrow Release\nConditions (as defined below).\n\nThe net proceeds from the Brokered Offering were used to satisfy the cash\ncomponent of the Transaction, and the balance will be used to advance\nexploration and development activities at Northumberland, and for general\ncorporate purposes (less than 10%).\n\nThe gross proceeds from the Brokered Offering, less certain expenses of the\nUnderwriter (the \"Escrowed Proceeds\"), were placed into escrow pending the\ncompletion or satisfaction of all escrow release conditions, including, among\nother things, the completion or satisfaction of all conditions precedent\nincluded in the Agreement and the receipt of all required corporate and\nregulatory approvals in connection with the Transaction (collectively, the\n\"Escrow Release Conditions\"), in accordance with a subscription receipt\nagreement among the Company, FinCo, the Underwriter and Computershare Trust\nCompany of Canada, as subscription receipt agent (the \"Subscription Receipt\nAgent\"). The Escrow Release Conditions were satisfied on October 6, 2026,\nprior to the escrow release deadline of 5:00 p.m. (Toronto time) on October\n24, 2026. Upon satisfaction of the Escrow Release Conditions, the cash\ncommission payable to the Underwriter was released to the Underwriter from the\nEscrowed Proceeds, the balance of the Escrowed Proceeds (less certain expenses\nof the Subscription Receipt Agent) was released to the Company, and each\nSubscription Receipt was automatically converted into one Share upon the\namalgamation of FinCo and HoldCo pursuant to an amalgamation agreement among\nthe Company, FinCo and HoldCo. An aggregate of 95,000,000 Shares was issued\nupon conversion of the Subscription Receipts. The Shares issued on conversion\nof the Subscription Receipts are not subject to a restricted hold period under\napplicable Canadian securities laws.\n\nIn consideration for services rendered in connection with the Brokered\nOffering, the Company paid: (i) Canaccord Genuity a cash commission equal to\n6% of the aggregate gross proceeds of the Brokered Offering, reduced to 3% in\nrespect of the proceeds received from subscribers on a president' list of the\nCompany; and (ii) Arlington Group Asset Management Limited (\"Arlington\") a\ncash commission of C$3,855,210. In addition, the Company issued an aggregate\nof 7,058,020 warrants (the \"Warrants\") to the Underwriter and to certain\neligible arm's length parties, including Ventum Financial Corp. and Arlington.\nEach Warrant entitles the holder thereof to purchase one Share at a price of\nC$2.00 for a period of 24 months following the satisfaction of the Escrow\nRelease Conditions. The Warrants will be subject to a hold period expiring\nfour months and a day after issuance.\n\nCertain directors, officers, and other insiders of the Company (collectively,\nthe \"Participating Insiders\") purchased an aggregate of 137,000 Subscription\nReceipts pursuant to the Brokered Offering. Each issuance by the Company of\nsecurities to a Participating Insider in connection with the issuance of\nSubscription Receipts of FinCo to the Participating Insiders under the\nBrokered Offering is considered a \"related party transaction\" within the\nmeaning of Multilateral Instrument 61-101 - Protection of Minority Security\nHolders in Special Transactions (\"MI 61-101\"). The Company relied on the\nexemptions from the formal valuation and minority shareholder approval\nrequirements under MI 61-101 set out in sections 5.5(a) and 5.7(1)(a),\nrespectively, of MI 61-101 as the fair market value of such transactions,\ninsofar as they involve related parties, is not more than 25% of the Company's\nmarket capitalization. The Company did not file a material change report 21\ndays prior to the closing of the Brokered Offering because the terms of the\nBrokered Offering and insider participation had not been established at that\ntime, and the Company elected to proceed with the Brokered Offering as\nexpeditiously as possible and consistent with typical market timelines.\n\nThe Transaction constituted a \"Fundamental Acquisition\" pursuant to TSXV\nPolicy 5.3. Trading in the Shares, which have been halted pending final\napproval of the TSXV and closing of the Transaction, is expected to resume on\nthe TSXV on or about October 8, 2026.\n\nTembo Capital Participation and Royalty\n\nAs announced on September 9, 2026, Tembo Capital Holdings IV Guernsey Ltd.\n(\"Tembo\") purchased 20,300,000 Subscription Receipts in the Brokered Offering.\nUpon the conversion of the Subscription Receipts, Tembo beneficially owns and\ncontrols 20,300,000 Shares, representing approximately 19.9% of the issued and\noutstanding Shares on a non-diluted basis. Upon satisfaction of the Escrow\nRelease Conditions, the investor rights agreement between the Company and\nTembo Capital Mining GP IV Ltd., an affiliate entity of Tembo (the \"Investor\nRights Agreement\"), became effective, pursuant to which Tembo has the right to\nnominate one representative to the Board of Directors of the Company, one\nrepresentative on a newly formed technical committee, as well as certain\nparticipation rights as permitted by the policies of the TSXV.\n\nIn addition, concurrently with closing of the Transaction, the Company\ncompleted the sale to Tembo Capital Investments IV LP, an affiliate entity of\nTembo, of a 0.5% net smelter return royalty over Northumberland for\nconsideration of US$10 million (the \"Royalty Sale\"). The Company has the right\nto buy back half (0.25%) of the royalty for US$25 million at the earlier of\nfive years after completion of the Royalty Sale or 120 days after the\ncommencement of commercial production at Northumberland. An early warning\nreport with respect to Tembo's holdings has been filed under the Company's\nSEDAR+ profile at www.sedarplus.ca.\n\nChanges to the Board of Directors\n\nEffective upon completion of the Transaction, Mr. Alan Pangbourne has been\nappointed to the Board of Directors of the Company as Chairman. Mr. Shawn\nKhunkhun, formerly Executive Chairman, will continue to serve as a director of\nthe Company.\n\nAdvisors and Counsel\n\nCanaccord Genuity acted as financial advisor to the Company and as sole\nunderwriter of the Brokered Offering. DuMoulin Black acted as Canadian legal\ncounsel to the Company and Parsons Behle & Latimer acted as U.S. legal counsel\nto the Company.\n\nQualified Person Statement\n\nHebert Lopes Oliveira, B.Sc., P.Geo., Principal Resource Geologist at SLR, is\nthe QP who prepared the MRE. SLR is \"independent\" of StrikePoint as defined by\nSection 1.5 of NI 43-101.\n\nThe QP verified the data underlying the MRE disclosed in this news release,\nincluding data verification during a QP site visit on May 12, 2026 with collar\nverification, a database audit, and cross-checks against original laboratory\ncertificates to validate assays. QA/QC reviews of certified reference\nmaterials, blanks, duplicates, and external checks confirmed acceptable\naccuracy and precision of the drilling data. Twin-hole correlations,\nsurvey/deviation and density checks, and sulphur and preg-robbing modelling\nwere also completed to support geometallurgical domaining, and the QP\ndetermined that the data is suitable for the estimation of mineral resources.\nIdentified limitations are that preg-robbing/sulphur coverage is sparse\nrelative to the Au assay database; some metallurgical composites are not tied\nto specific drillholes/intervals; density data for disturbed materials are\nlimited; and geotechnical support for 45° overall pit slopes is not\npresented.\n\nAll technical data and scientific data, as disclosed in this news release,\nhave been reviewed and approved by Michael G. Allen, P.Geo., President and CEO\nof the Company. Mr. Allen is a qualified person as defined under the terms of\nNI 43-101.\n\nAbout StrikePoint\n\nStrikePoint is a Vancouver-based multi-asset gold exploration company focused\non acquiring, defining and developing precious metals resources in the Western\nUnited States. StrikePoint's flagship project is the 100% owned Northumberland\nGold Project located in Nevada's Walker Lane. In addition to Northumberland,\nStrikePoint owns a portfolio of exploration properties in Nevada, including\nthe Hercules and Cuprite Gold Projects.\n\nAbout Nevada\n\nNevada is one of the most globally recognized mining jurisdictions in the\nworld, with over 218 Moz Au produced to date. Multiple large mining companies\noperate mines in the state, including Nevada Gold Mines (Barrick/Newmont),\nKinross, SSR Mining, McEwen Mining, and Integra Resources.\n\nON BEHALF OF THE BOARD OF DIRECTORS OF STRIKEPOINT GOLD INC.\n\n\"Michael G. Allen\"\n\nMichael G. Allen\nPresident, Chief Executive Officer & Director\n\nFor more information, please contact:\n\n StrikePoint Gold Inc. Michael G. Allen, President, CEO & Director T: (604) 374-8381 E: ma@strikepointgold.com W:  www.strikepointgold.com    Knox Henderson, Head of Investor Relations T: (604) 551-2360 E:  kh@strikepointgold.com    \n\n\n\nCautionary Statement on Forward-Looking Information\n\nCertain statements made and information contained herein may constitute\n\"forward-looking information\" and \"forward-looking statements\" within the\nmeaning of applicable Canadian and United States securities legislation. These\nstatements and information are based on facts currently available to the\nCompany and there is no assurance that actual results will meet management's\nexpectations. Forward-looking statements and information are characterized by\nsuch terms as \"anticipate\", \"target\", \"estimate\", \"plan\", \"expect\",\n\"potential\", variants of these words and other similar words, phrases, or\nstatements that certain events or conditions \"could\", \"may\", \"will\", or\n\"would\" occur. These forward-looking statements or information relate to,\namong other things: the intended use of the remaining proceeds from the\nBrokered Offering; the payment of the contingent consideration to Newmont\nfollowing completion of a Feasibility Study and the achievement of certain\ncommercial production milestones at Northumberland; the MRE, including the\npotential upgrade of Inferred Mineral Resources to Indicated Mineral Resources\nwith continued exploration; the Company's exploration and development plans\nfor Northumberland and the results thereof, including the exploration targets\ndescribed herein and the potential expansion of the MRE; the potential for the\nlocation of the MRE on private land to simplify permitting; the timing and\ncompletion of a Feasibility Study and commercial production; the rights of\nTembo under the Investor Rights Agreement and the Company's buyback right\nunder the royalty held by Tembo; the anticipated resumption of trading in the\nShares on the TSXV; and the expectation that existing drill permits will\nfacilitate rig mobilization and efficient exploration, and the transfer or\nreplacement of such permits following closing; the timing of the commencement\nof drilling, and the results thereof; and the assumptions used to define the\nmineral resources, including costs and assumed recoveries.\n\nSuch forward-looking information and statements are based on numerous\nassumptions, including, among others, that the MRE will not be materially\nrevised, that further exploration at Northumberland will produce results\nconsistent with management's expectations, that the Company will complete a\nFeasibility Study and achieve certain commercial production milestones at\nNorthumberland as currently contemplated, that existing drill permits will be\nsuccessfully transferred or replaced following closing, that required permits\nand approvals will be obtained on a timely basis, that trading in the Shares\nwill resume on the TSXV within the timeframe anticipated by management, and\nthat the Company will have access to sufficient capital to fund its planned\nexploration and development activities. Although the assumptions made by the\nCompany in providing forward-looking information or making forward-looking\nstatements are considered reasonable by management at the time, there can be\nno assurance that such assumptions will prove to be accurate and actual\nresults and future events could differ materially from those anticipated in\nsuch statements.\n\nAll of the forward-looking statements made in this document are qualified by\nthese cautionary statements. Important factors that could cause actual results\nto differ materially from the Company's plans or expectations include risks\nrelating to: business integration risks; the accuracy of the MRE, which is\nbased on assumptions regarding metal prices, cut-off grades, recoveries and\nother parameters that may prove incorrect; the fact that Mineral Resources are\nnot Mineral Reserves and do not have demonstrated economic viability; the risk\nthat further exploration will not result in the delineation of additional\nmineral resources at Northumberland or the upgrade of Inferred Mineral\nResources to Indicated Mineral Resources; delays in, or failure to complete, a\nFeasibility Study or achieve certain commercial production milestones at\nNorthumberland, which would affect the timing of the contingent payments to\nNewmont; the risk that existing drill permits may not be successfully\ntransferred or replaced following closing; delays in the resumption of trading\nin the Shares; fluctuations in gold and silver prices; market conditions and\naccess to capital; and other risks associated with the mining industry,\nincluding permitting, environmental, title and regulatory risks. Although the\nCompany has attempted to identify important factors that could cause actual\nresults to differ materially from those contained in forward-looking\ninformation, there may be other factors that cause results not to be as\nanticipated, estimated, forecast or intended and readers are cautioned that\nthe foregoing list is not exhaustive of all factors and assumptions which may\nhave been used. Should one or more of these risks and uncertainties\nmaterialize, or should underlying assumptions prove incorrect, actual results\nmay vary materially from those described in forward-looking information.\nAccordingly, there can be no assurance that forward-looking information will\nprove to be accurate and forward-looking information is not a guarantee of\nfuture performance. Readers are advised not to place undue reliance on\nforward-looking information. The forward-looking information contained herein\nspeaks only as of the date of this document. The Company disclaims any\nintention or obligation to update or revise forward-looking information or to\nexplain any material difference between such and subsequent actual events,\nexcept as required by applicable law.\n\nNeither the TSX Venture Exchange nor its Regulation Services Provider (as that\nterm is defined in the policies of the TSX Venture Exchange) accepts\nresponsibility for the adequacy or accuracy of this release.\n\nCautionary Note for U.S. Investors Concerning Mineral Resources\n\nThis news release has been prepared in accordance with the requirements of the\nsecurities laws in effect in Canada, which differ from the requirements of\nUnited States securities laws. The terms \"mineral resource\", \"measured mineral\nresource\", \"indicated mineral resource\" and \"inferred mineral resource\" are\ndefined in and required to be disclosed by NI 43-101; however, these terms are\nnot defined terms under the U.S. Securities and Exchange Commission (\"SEC\")\nmodernization rules, known as \"S-K 1300\", and are normally not permitted to be\nused in reports and registration statements filed with the SEC. Investors are\ncautioned not to assume that all or any part of a \"measured mineral resource\",\n\"indicated mineral resource\" or \"inferred mineral resource\" will ever be\nupgraded to a higher category or converted into mineral reserves in accordance\nwith S-K 1300. \"Inferred mineral resources\" have a great amount of uncertainty\nas to their existence, and great uncertainty as to their economic and legal\nfeasibility. Under Canadian rules, estimates of inferred mineral resources may\nnot form the basis of feasibility or pre-feasibility studies, except in rare\ncases. Investors are cautioned not to assume that all or any part of an\ninferred mineral resource exists or is economically or legally mineable.\nDisclosure of \"contained ounces\" in a mineral resource is permitted disclosure\nunder Canadian regulations; however, the SEC normally only permits issuers to\nreport mineralization that does not constitute \"reserves\" by SEC S-K 1300\nstandards as in place tonnage and grade without reference to unit measures.\nAccordingly, information contained in this news release contains descriptions\nof the Company's mineral deposits that may not be comparable to similar\ninformation made public by U.S. companies subject to the reporting and\ndisclosure requirements under the United States federal securities laws and\nthe rules and regulations thereunder.\n\n\nTo view the source version of this press release, please visit\nhttps://www.newsfilecorp.com/release/317695","article_body_html":"","raw_payload":{"data":{"id":"nNFC2p6vD3-20261006","title":"StrikePoint Completes Acquisition of the Northumberland Gold Project from Newmont Corporation","author":"Newsfile Corp","ticker":"NEM","created":"2026-10-06T18:15:18.496Z","tickers":["NEM","SKP"],"exchange":"NYSE","article_body":"Escrow Release Conditions Satisfied for C$190 Million Bought Deal Financing\nLed by Canaccord Genuity\n\nVancouver, British Columbia--(Newsfile Corp. - October 6, 2026) - StrikePoint\nGold Inc. (TSXV: SKP) (OTCQB: STKXF) (\"StrikePoint\" or the \"Company\") is\npleased to announce that it has completed its previously announced acquisition\n(the \"Transaction\") of the Northumberland Gold Project (\"Northumberland\" or\nthe \"Project\") located in Nevada's Walker Lane, from subsidiaries of Newmont\nCorporation (\"Newmont\") (NYSE: NEM), pursuant to the definitive purchase\nagreement (the \"Agreement\") described in the Company's news releases dated\nAugust 18, 2026, August 20, 2026, September 9, 2026 and September 29, 2026.\nThe Transaction closed on October 6, 2026, and StrikePoint paid the upfront\ncash consideration of US$70 million at closing. Northumberland is a\npast-producing gold deposit, largely located on private land, that houses a\nsignificant mineral resource defined by more than 1,500 drill holes.\nStrikePoint has also agreed to make two additional contingent cash payments of\nUS$25 million each in the future, the first within 120 days after completion\nof a feasibility study (the \"Feasibility Study\") and the second within 120\ndays after achievement of certain commercial production milestones at\nNorthumberland.\n\nKey Transaction Highlights\n*\nAcquisition of a substantial gold deposit in Nevada's Walker Lane, a tier-one\nmining jurisdiction: Nevada is a top ranked mining jurisdiction with numerous\noperations in the state and an established, proven regulatory framework.\n*\nIndependent mineral resource estimate (\"MRE\") of 2.86 million oz (\"Moz\") of\ngold equivalent (\"AuEq\") in the indicated category and 1.57 Moz of AuEq* in\nthe inferred category contained within 67 million tonnes (\"Mt\") and 31 Mt,\nrespectively.\n\n* For grades by individual metals, see Table 1 below, which includes the basis\nof the AuEq calculation.\n*\nBrownfields site on private land potentially simplifies permitting: The\ncurrent MRE for Northumberland is contained on private property which\npreviously hosted open pit production.\n*\nExploration Targets: Northumberland has not been explored since approximately\n2010, and numerous untested targets exist, including extensions of the known\nmineralization.\n*\nRegional Exploration Package: In addition to the known mineral resources,\nnumerous near pit and property wide exploration targets offer potential for\nfurther additions to the mineral resource.\n*\nDrill Permits in Place: Five separate drill permits are currently in place and\nare expected to facilitate rig mobilization and efficient exploration on both\nprivate and public land, subject to applicable permit transfer or replacement\nrequirements.\n*\nStrengthened Board Leadership: Mr. Alan Pangbourne, who brings over 35 years\nof experience in global mining operations, has been appointed to the Board of\nDirectors as Chairman.\n\nMichael G. Allen, President and CEO of StrikePoint, said \"We are pleased to\nfinalize the acquisition of Northumberland a transformational acquisition for\nStrikePoint. We anticipate commencing drilling within a month at the project\nwith the goals of expanding and infilling the existing resource. Our\ngeological team will also be evaluating several greenfields targets that we\nhave identified, potentially for drilling in 2027. I would like to thank Tembo\nCapital, Canaccord Genuity and others for their support through this\nacquisition process. I look forward to working with incoming Chairman Alan\nPangbourne as we collaborate to advance the Northumberland Gold Project.\n\nAlan Pangbourne, Chairman of StrikePoint, said \"I'm delighted to join\nStrikePoint as Chairman at such a pivotal moment. Northumberland gives us a\nsignificant resource in one of the world's best mining jurisdictions. The\nBoard's priority is to support Mike and his team in advancing it with\ndiscipline: high-quality technical work, careful capital allocation and strong\ngovernance, so that every dollar spent builds value for shareholders.\"\n\nShawn Khunkhun, Executive Director of StrikePoint, said, \"We are thrilled to\ncomplete the acquisition of the Northumberland Gold Project, a significant\nmilestone that positions StrikePoint as an exciting emerging gold explorer and\ndeveloper in Nevada. Northumberland offers tremendous exploration and\ndevelopment potential in one of the world's premier gold jurisdictions. I look\nforward to working with the team to aggressively advance the Project and\nunlock significant value for our shareholders.\"\n\nInitial Mineral Resource Estimate\n\nThe current MRE represents StrikePoint's initial MRE for the Project. The\navailable drilling information includes 1,511 reverse-circulation and 37 core\nholes, drilled by previous operators of the Project, including Cyprus Mines\nCorporation, Western States Minerals Corporation, Newmont USA Limited, and\nFronteer Development Group Inc. StrikePoint has not yet carried out any\ndrilling or exploration activities at the Project.\n\nThe MRE was prepared by Mr. Hebert Lopes Oliveira, B.Sc., P.Geo., Principal\nResource Geologist at SLR Consulting (Canada) Ltd. (\"SLR\"), who is an\nindependent Qualified Person (\"QP\") for the purposes of National Instrument\n43-101 Standards of Disclosure for Mineral Projects (\"NI 43-101\"). The MRE has\nan effective date of July 31, 2026 and uses the CIM (2019) Estimation of\nMineral Resources and Mineral Reserves (MRMR) Best Practice guidelines and the\nCIM (2014) definitions for Mineral Resources. SLR has estimated a mineral\nresource as follows:\n*\nIndicated Resource: 67,008 kt containing 2.71 Moz of gold (\"Au\") grading at\n1.26 g/t Au with 11.60 Moz of silver (\"Ag\") grading at 5.38 g/t Ag. Combined,\nthe gold and silver indicated mineral resource equates to 2.86 Moz of AuEq* at\nan average grade of 1.33 g/t AuEq*.\n*\nInferred Resource: 30,967 kt containing 1.52 Moz of gold at a grade of 1.53\ng/t Au with 4.26 Moz of silver at a grade of 4.28 g/t Ag. Combined, the gold\nand silver inferred mineral resource equates to 1.57 Moz of AuEq* at an\naverage grade of 1.58 g/t AuEq*.\n\n* For grades by individual metals, see Table 1 below, which includes the basis\nof the AuEq calculation.\n\nTable 1: Northumberland Resource Estimate (Effective Date of July 31, 2026)\n\n Category   Tonnage  (kt)  Grade  (g/t Au)  Grade  (g/t Ag)  Grade  (g/t AuEq*)  Contained Metal  (Au oz)  Contained Metal  (Ag oz)  Contained Metal  (AuEq* oz)  \n Indicated  67,008         1.26             5.38             1.33                2,709,000                 11,599,000                2,857,000                    \n Inferred   30,967         1.53             4.28             1.58                1,519,000                 4,260,000                 1,568,000                    \n\nNotes:\n1. The MRE was prepared by Mr. Hebert Lopes Oliveira, B.Sc., P.Geo., Principal\nResource Geologist at SLR, who is an independent Qualified Person (QP) for the\npurposes of National Instrument 43-101 Standards of Disclosure for Mineral\nProjects (NI 43-101).\n2. This is the initial MRE for StrikePoint, and reflects revised price, cost,\nand technical assumptions over historical MREs, which should not be relied on.\nThe MRE incorporates the CIM (2019) Estimation of Mineral Resources and\nMineral Reserves (MRMR) Best Practice guidelines and the CIM (2014)\ndefinitions were followed for Mineral Resources.\n3. Metallurgical recoveries consider oxidation state as defined by sulphide\ncontent: < 0.5% (oxide) and ≥ 0.5% (fresh), and further subdivide fresh\nmaterial into low, medium and high preg robbing categories as estimated from\npreg robbing values (PRV) and assumed as follows:\n1. Oxide material: 75% for both Au and Ag\n2. Fresh, low PRV material: 90% Au; 70% Ag\n3. Fresh, medium PRV material: 80% Au; 60% Ag\n4. Fresh, high PRV material: 60% Au; 40% Ag\n1. Gold Equivalent (AuEq) = Au(g/t) + (Ag(g/t) x (Ag price x Ag recovery / Au\nprice x Au recovery)).\n2. Mineral Resources are estimated at variable AuEq cut-off grades based on\nlong term prices of US$3,500 per gold ounce and US$55 per silver ounce and Au\nand Ag recoveries by material type as follows: 0.16 g/t (oxide); 0.31 g/t\n(fresh, low PRV); 0.35 g/t (fresh, medium PRV); and 0.47 g/t (fresh, high\nPRV).\n3. Mineral Resources are reported within an optimized pit shell, using the\nfollowing assumptions:\n1. Overall pit slope angles of 45°\n2. Mining costs of US$2.12/tonne (t) mined\n3. G&A costs of US$1.35/t milled\n4. Processing costs of US$12/t milled (oxide); US$30/t milled (sulphide)\n5. In situ bulk density is 2.6 t/m(3).\n1. Mineral Resources that are not Mineral Reserves do not have demonstrated\neconomic viability. There are no Mineral Reserves at Northumberland.\n2. This Mineral Resource estimate includes Inferred Mineral Resources which\nhave had insufficient work to classify them as Indicated Mineral Resources. It\nis uncertain but reasonably expected that Inferred Mineral Resources could be\nupgraded to Indicated Mineral Resources with continued exploration.\n3. Numbers may not add or multiply accurately due to rounding.\n4. The effective date of the Mineral Resource Estimate for Northumberland is\nJuly 31, 2026\n5. The QP is not aware of any environmental, permitting, legal, title,\ntaxation, socio-economic, marketing, political, or other relevant factors not\ndiscussed in this news release and the Technical Report that could materially\naffect the Mineral Resource estimate.\nTable 2: Pit Optimization Parameters and Calculation of Marginal Cut-Off\nGrades\n\n Parameter                             Units         Non Preg- Robbing (Oxides)  Low Preg-Robbing  Medium Preg-Robbing  High Preg-Robbing  \n Gold Price                            US$/oz        3,500                       3,500             3,500                3,500              \n Gold Payability                       %             99.5                        99.5              99.5                 99.5               \n Selling Cost (Transport & Refining)   US$/oz Au     5.00                        5.00              5.00                 5.00               \n NSR Price                             US$/oz Au     3,495                       3,495             3,495                3,495              \n Metallurgical Recovery                %             75                          90                80                   60                 \n Unit Operating Costs (Process + G&A)  US$/t milled  13.35                       31.35             31.35                31.35              \n Marginal Cut-off Grade                g/t           0.16                        0.31              0.35                 0.47               \n\n \n\nThe Northumberland deposit is open in multiple directions, and the property\npackage has targets that may be subject to future exploration. Any potential\nexpansion of the MRE would be subject to the results of further exploration.\n\nTechnical Report\n\nA technical report titled \"NI 43-101 Technical Report Northumberland Gold\nProject, Nevada, USA\", with an effective date of July 31, 2026 (the \"Technical\nReport\"), was filed on SEDAR+ in connection with the Company's news release\ndated August 18, 2026. At the request of the TSX Venture Exchange (the\n\"TSXV\"), the Company filed an amended Technical Report on SEDAR+, as announced\non September 29, 2026; there were no material changes to the Technical Report.\nThe Technical Report supports the disclosure of the MRE for Northumberland.\nMineral Resources that are not Mineral Reserves do not have demonstrated\neconomic viability. The Technical Report is available on SEDAR+ and on the\nCompany's website at www.strikepointgold.com.\n\nThe Northumberland Gold Project\n\n(https://images.newsfilecorp.com/files/5044/317695_1b191ae0946979c3_002full.jpg)\n\nTo view an enhanced version of this graphic, please visit:\nhttps://images.newsfilecorp.com/files/5044/317695_1b191ae0946979c3_002full.jpg\n\nReferences to active mines and other mineral projects is for illustration\npurposes only. There can be no assurances the Company will achieve comparable\nresults.\n\nProject Location & Infrastructure\n\nNorthumberland is located approximately 150 kilometers by road from Tonopah,\nNevada. Access is via paved highway and all-weather county road.\nNorthumberland is located within the Walker Lane of Nevada, host to producers\nsuch as Kinross's Round Mountain Mine, located approximately 60 kilometers by\nroad south of Northumberland. The Walker Lane is a prolific mineral trend with\nsignificant historical production, new discoveries (including AngloGold's\nArthur Gold Project as well as Centerra's Goldfield Project, currently under\nconstruction) and operational mines including the Round Mountain Mine operated\nby Kinross. Northumberland's mineralization is considered a Carlin-style.\nReferences to other mining projects and operations are for geographic context\nonly and are not intended to imply comparable economics, resources, or\nproduction potential.\n\nNorthumberland was initially discovered in the late 1800s. Significant oxide\nmineralization was discovered in the 1930s and was mined intermittently by\nvarious operators until 1991. Interests in the property were transferred to\nNevada Western Gold LLC, which became a subsidiary of New West Gold in 2005.\nFronteer Gold acquired Nevada Western's interest in Northumberland in 2007,\nbefore Fronteer, including Northumberland, was acquired by Newmont in 2011.\n\nTransaction Structure\n\nUnder the Agreement, Nu Gold LLC, a wholly owned subsidiary of 1599044 B.C.\nLtd. (\"HoldCo\"), a wholly owned subsidiary of StrikePoint, acquired from\nNewmont USA Limited and Fronteer Development LLC, each a subsidiary of\nNewmont, certain claims, fee lands, licenses, permits and equipment making up\nthe Project, in consideration for (i) a cash payment in the amount of US$70\nmillion paid on closing; and (ii) contingent payments of US$25 million within\n120 days after the completion of a Feasibility Study on Northumberland and\nUS$25 million within 120 days after the achievement of certain commercial\nproduction milestones at Northumberland. The Transaction was an arm's length\ntransaction.\n\nShare Consolidation and Brokered Offering\n\nAs announced on September 29, 2026, the Company completed a consolidation of\nall of its issued and outstanding common shares, options and warrants on the\nbasis of ten (10) pre-consolidation securities for every one (1)\npost-consolidation security (the \"Consolidation\"), effective October 2, 2026.\nImmediately following the Consolidation, and prior to the conversion of the\nSubscription Receipts (as defined below), the Company had approximately\n7,239,241 common shares issued and outstanding. The CUSIP number for the\npost-Consolidation common shares is 86332K509 and the ISIN is CA86332K5098.\n\nAs announced on September 9, 2026, 1599042 B.C. Ltd. (\"FinCo\"), a subsidiary\nof the Company, completed a bought deal private placement of 95,000,000\nsubscription receipts of FinCo (the \"Subscription Receipts\") at a price of\nC$2.00 per Subscription Receipt for aggregate gross proceeds of C$190 million\n(the \"Brokered Offering\"), which included the full exercise of the option\ngranted to the Underwriter (as defined below). Canaccord Genuity Corp.\n(\"Canaccord Genuity\" or the \"Underwriter\") acted as sole underwriter for the\nBrokered Offering. Each Subscription Receipt entitled the holder thereof to\nreceive one post-Consolidation common share in the capital of the Company\n(each post-Consolidation common share, a \"Share\") without any additional\nconsideration or further action upon satisfaction of the Escrow Release\nConditions (as defined below).\n\nThe net proceeds from the Brokered Offering were used to satisfy the cash\ncomponent of the Transaction, and the balance will be used to advance\nexploration and development activities at Northumberland, and for general\ncorporate purposes (less than 10%).\n\nThe gross proceeds from the Brokered Offering, less certain expenses of the\nUnderwriter (the \"Escrowed Proceeds\"), were placed into escrow pending the\ncompletion or satisfaction of all escrow release conditions, including, among\nother things, the completion or satisfaction of all conditions precedent\nincluded in the Agreement and the receipt of all required corporate and\nregulatory approvals in connection with the Transaction (collectively, the\n\"Escrow Release Conditions\"), in accordance with a subscription receipt\nagreement among the Company, FinCo, the Underwriter and Computershare Trust\nCompany of Canada, as subscription receipt agent (the \"Subscription Receipt\nAgent\"). The Escrow Release Conditions were satisfied on October 6, 2026,\nprior to the escrow release deadline of 5:00 p.m. (Toronto time) on October\n24, 2026. Upon satisfaction of the Escrow Release Conditions, the cash\ncommission payable to the Underwriter was released to the Underwriter from the\nEscrowed Proceeds, the balance of the Escrowed Proceeds (less certain expenses\nof the Subscription Receipt Agent) was released to the Company, and each\nSubscription Receipt was automatically converted into one Share upon the\namalgamation of FinCo and HoldCo pursuant to an amalgamation agreement among\nthe Company, FinCo and HoldCo. An aggregate of 95,000,000 Shares was issued\nupon conversion of the Subscription Receipts. The Shares issued on conversion\nof the Subscription Receipts are not subject to a restricted hold period under\napplicable Canadian securities laws.\n\nIn consideration for services rendered in connection with the Brokered\nOffering, the Company paid: (i) Canaccord Genuity a cash commission equal to\n6% of the aggregate gross proceeds of the Brokered Offering, reduced to 3% in\nrespect of the proceeds received from subscribers on a president' list of the\nCompany; and (ii) Arlington Group Asset Management Limited (\"Arlington\") a\ncash commission of C$3,855,210. In addition, the Company issued an aggregate\nof 7,058,020 warrants (the \"Warrants\") to the Underwriter and to certain\neligible arm's length parties, including Ventum Financial Corp. and Arlington.\nEach Warrant entitles the holder thereof to purchase one Share at a price of\nC$2.00 for a period of 24 months following the satisfaction of the Escrow\nRelease Conditions. The Warrants will be subject to a hold period expiring\nfour months and a day after issuance.\n\nCertain directors, officers, and other insiders of the Company (collectively,\nthe \"Participating Insiders\") purchased an aggregate of 137,000 Subscription\nReceipts pursuant to the Brokered Offering. Each issuance by the Company of\nsecurities to a Participating Insider in connection with the issuance of\nSubscription Receipts of FinCo to the Participating Insiders under the\nBrokered Offering is considered a \"related party transaction\" within the\nmeaning of Multilateral Instrument 61-101 - Protection of Minority Security\nHolders in Special Transactions (\"MI 61-101\"). The Company relied on the\nexemptions from the formal valuation and minority shareholder approval\nrequirements under MI 61-101 set out in sections 5.5(a) and 5.7(1)(a),\nrespectively, of MI 61-101 as the fair market value of such transactions,\ninsofar as they involve related parties, is not more than 25% of the Company's\nmarket capitalization. The Company did not file a material change report 21\ndays prior to the closing of the Brokered Offering because the terms of the\nBrokered Offering and insider participation had not been established at that\ntime, and the Company elected to proceed with the Brokered Offering as\nexpeditiously as possible and consistent with typical market timelines.\n\nThe Transaction constituted a \"Fundamental Acquisition\" pursuant to TSXV\nPolicy 5.3. Trading in the Shares, which have been halted pending final\napproval of the TSXV and closing of the Transaction, is expected to resume on\nthe TSXV on or about October 8, 2026.\n\nTembo Capital Participation and Royalty\n\nAs announced on September 9, 2026, Tembo Capital Holdings IV Guernsey Ltd.\n(\"Tembo\") purchased 20,300,000 Subscription Receipts in the Brokered Offering.\nUpon the conversion of the Subscription Receipts, Tembo beneficially owns and\ncontrols 20,300,000 Shares, representing approximately 19.9% of the issued and\noutstanding Shares on a non-diluted basis. Upon satisfaction of the Escrow\nRelease Conditions, the investor rights agreement between the Company and\nTembo Capital Mining GP IV Ltd., an affiliate entity of Tembo (the \"Investor\nRights Agreement\"), became effective, pursuant to which Tembo has the right to\nnominate one representative to the Board of Directors of the Company, one\nrepresentative on a newly formed technical committee, as well as certain\nparticipation rights as permitted by the policies of the TSXV.\n\nIn addition, concurrently with closing of the Transaction, the Company\ncompleted the sale to Tembo Capital Investments IV LP, an affiliate entity of\nTembo, of a 0.5% net smelter return royalty over Northumberland for\nconsideration of US$10 million (the \"Royalty Sale\"). The Company has the right\nto buy back half (0.25%) of the royalty for US$25 million at the earlier of\nfive years after completion of the Royalty Sale or 120 days after the\ncommencement of commercial production at Northumberland. An early warning\nreport with respect to Tembo's holdings has been filed under the Company's\nSEDAR+ profile at www.sedarplus.ca.\n\nChanges to the Board of Directors\n\nEffective upon completion of the Transaction, Mr. Alan Pangbourne has been\nappointed to the Board of Directors of the Company as Chairman. Mr. Shawn\nKhunkhun, formerly Executive Chairman, will continue to serve as a director of\nthe Company.\n\nAdvisors and Counsel\n\nCanaccord Genuity acted as financial advisor to the Company and as sole\nunderwriter of the Brokered Offering. DuMoulin Black acted as Canadian legal\ncounsel to the Company and Parsons Behle & Latimer acted as U.S. legal counsel\nto the Company.\n\nQualified Person Statement\n\nHebert Lopes Oliveira, B.Sc., P.Geo., Principal Resource Geologist at SLR, is\nthe QP who prepared the MRE. SLR is \"independent\" of StrikePoint as defined by\nSection 1.5 of NI 43-101.\n\nThe QP verified the data underlying the MRE disclosed in this news release,\nincluding data verification during a QP site visit on May 12, 2026 with collar\nverification, a database audit, and cross-checks against original laboratory\ncertificates to validate assays. QA/QC reviews of certified reference\nmaterials, blanks, duplicates, and external checks confirmed acceptable\naccuracy and precision of the drilling data. Twin-hole correlations,\nsurvey/deviation and density checks, and sulphur and preg-robbing modelling\nwere also completed to support geometallurgical domaining, and the QP\ndetermined that the data is suitable for the estimation of mineral resources.\nIdentified limitations are that preg-robbing/sulphur coverage is sparse\nrelative to the Au assay database; some metallurgical composites are not tied\nto specific drillholes/intervals; density data for disturbed materials are\nlimited; and geotechnical support for 45° overall pit slopes is not\npresented.\n\nAll technical data and scientific data, as disclosed in this news release,\nhave been reviewed and approved by Michael G. Allen, P.Geo., President and CEO\nof the Company. Mr. Allen is a qualified person as defined under the terms of\nNI 43-101.\n\nAbout StrikePoint\n\nStrikePoint is a Vancouver-based multi-asset gold exploration company focused\non acquiring, defining and developing precious metals resources in the Western\nUnited States. StrikePoint's flagship project is the 100% owned Northumberland\nGold Project located in Nevada's Walker Lane. In addition to Northumberland,\nStrikePoint owns a portfolio of exploration properties in Nevada, including\nthe Hercules and Cuprite Gold Projects.\n\nAbout Nevada\n\nNevada is one of the most globally recognized mining jurisdictions in the\nworld, with over 218 Moz Au produced to date. Multiple large mining companies\noperate mines in the state, including Nevada Gold Mines (Barrick/Newmont),\nKinross, SSR Mining, McEwen Mining, and Integra Resources.\n\nON BEHALF OF THE BOARD OF DIRECTORS OF STRIKEPOINT GOLD INC.\n\n\"Michael G. Allen\"\n\nMichael G. Allen\nPresident, Chief Executive Officer & Director\n\nFor more information, please contact:\n\n StrikePoint Gold Inc. Michael G. Allen, President, CEO & Director T: (604) 374-8381 E: ma@strikepointgold.com W:  www.strikepointgold.com    Knox Henderson, Head of Investor Relations T: (604) 551-2360 E:  kh@strikepointgold.com    \n\n\n\nCautionary Statement on Forward-Looking Information\n\nCertain statements made and information contained herein may constitute\n\"forward-looking information\" and \"forward-looking statements\" within the\nmeaning of applicable Canadian and United States securities legislation. These\nstatements and information are based on facts currently available to the\nCompany and there is no assurance that actual results will meet management's\nexpectations. Forward-looking statements and information are characterized by\nsuch terms as \"anticipate\", \"target\", \"estimate\", \"plan\", \"expect\",\n\"potential\", variants of these words and other similar words, phrases, or\nstatements that certain events or conditions \"could\", \"may\", \"will\", or\n\"would\" occur. These forward-looking statements or information relate to,\namong other things: the intended use of the remaining proceeds from the\nBrokered Offering; the payment of the contingent consideration to Newmont\nfollowing completion of a Feasibility Study and the achievement of certain\ncommercial production milestones at Northumberland; the MRE, including the\npotential upgrade of Inferred Mineral Resources to Indicated Mineral Resources\nwith continued exploration; the Company's exploration and development plans\nfor Northumberland and the results thereof, including the exploration targets\ndescribed herein and the potential expansion of the MRE; the potential for the\nlocation of the MRE on private land to simplify permitting; the timing and\ncompletion of a Feasibility Study and commercial production; the rights of\nTembo under the Investor Rights Agreement and the Company's buyback right\nunder the royalty held by Tembo; the anticipated resumption of trading in the\nShares on the TSXV; and the expectation that existing drill permits will\nfacilitate rig mobilization and efficient exploration, and the transfer or\nreplacement of such permits following closing; the timing of the commencement\nof drilling, and the results thereof; and the assumptions used to define the\nmineral resources, including costs and assumed recoveries.\n\nSuch forward-looking information and statements are based on numerous\nassumptions, including, among others, that the MRE will not be materially\nrevised, that further exploration at Northumberland will produce results\nconsistent with management's expectations, that the Company will complete a\nFeasibility Study and achieve certain commercial production milestones at\nNorthumberland as currently contemplated, that existing drill permits will be\nsuccessfully transferred or replaced following closing, that required permits\nand approvals will be obtained on a timely basis, that trading in the Shares\nwill resume on the TSXV within the timeframe anticipated by management, and\nthat the Company will have access to sufficient capital to fund its planned\nexploration and development activities. Although the assumptions made by the\nCompany in providing forward-looking information or making forward-looking\nstatements are considered reasonable by management at the time, there can be\nno assurance that such assumptions will prove to be accurate and actual\nresults and future events could differ materially from those anticipated in\nsuch statements.\n\nAll of the forward-looking statements made in this document are qualified by\nthese cautionary statements. Important factors that could cause actual results\nto differ materially from the Company's plans or expectations include risks\nrelating to: business integration risks; the accuracy of the MRE, which is\nbased on assumptions regarding metal prices, cut-off grades, recoveries and\nother parameters that may prove incorrect; the fact that Mineral Resources are\nnot Mineral Reserves and do not have demonstrated economic viability; the risk\nthat further exploration will not result in the delineation of additional\nmineral resources at Northumberland or the upgrade of Inferred Mineral\nResources to Indicated Mineral Resources; delays in, or failure to complete, a\nFeasibility Study or achieve certain commercial production milestones at\nNorthumberland, which would affect the timing of the contingent payments to\nNewmont; the risk that existing drill permits may not be successfully\ntransferred or replaced following closing; delays in the resumption of trading\nin the Shares; fluctuations in gold and silver prices; market conditions and\naccess to capital; and other risks associated with the mining industry,\nincluding permitting, environmental, title and regulatory risks. Although the\nCompany has attempted to identify important factors that could cause actual\nresults to differ materially from those contained in forward-looking\ninformation, there may be other factors that cause results not to be as\nanticipated, estimated, forecast or intended and readers are cautioned that\nthe foregoing list is not exhaustive of all factors and assumptions which may\nhave been used. Should one or more of these risks and uncertainties\nmaterialize, or should underlying assumptions prove incorrect, actual results\nmay vary materially from those described in forward-looking information.\nAccordingly, there can be no assurance that forward-looking information will\nprove to be accurate and forward-looking information is not a guarantee of\nfuture performance. Readers are advised not to place undue reliance on\nforward-looking information. The forward-looking information contained herein\nspeaks only as of the date of this document. The Company disclaims any\nintention or obligation to update or revise forward-looking information or to\nexplain any material difference between such and subsequent actual events,\nexcept as required by applicable law.\n\nNeither the TSX Venture Exchange nor its Regulation Services Provider (as that\nterm is defined in the policies of the TSX Venture Exchange) accepts\nresponsibility for the adequacy or accuracy of this release.\n\nCautionary Note for U.S. Investors Concerning Mineral Resources\n\nThis news release has been prepared in accordance with the requirements of the\nsecurities laws in effect in Canada, which differ from the requirements of\nUnited States securities laws. The terms \"mineral resource\", \"measured mineral\nresource\", \"indicated mineral resource\" and \"inferred mineral resource\" are\ndefined in and required to be disclosed by NI 43-101; however, these terms are\nnot defined terms under the U.S. Securities and Exchange Commission (\"SEC\")\nmodernization rules, known as \"S-K 1300\", and are normally not permitted to be\nused in reports and registration statements filed with the SEC. Investors are\ncautioned not to assume that all or any part of a \"measured mineral resource\",\n\"indicated mineral resource\" or \"inferred mineral resource\" will ever be\nupgraded to a higher category or converted into mineral reserves in accordance\nwith S-K 1300. \"Inferred mineral resources\" have a great amount of uncertainty\nas to their existence, and great uncertainty as to their economic and legal\nfeasibility. Under Canadian rules, estimates of inferred mineral resources may\nnot form the basis of feasibility or pre-feasibility studies, except in rare\ncases. Investors are cautioned not to assume that all or any part of an\ninferred mineral resource exists or is economically or legally mineable.\nDisclosure of \"contained ounces\" in a mineral resource is permitted disclosure\nunder Canadian regulations; however, the SEC normally only permits issuers to\nreport mineralization that does not constitute \"reserves\" by SEC S-K 1300\nstandards as in place tonnage and grade without reference to unit measures.\nAccordingly, information contained in this news release contains descriptions\nof the Company's mineral deposits that may not be comparable to similar\ninformation made public by U.S. companies subject to the reporting and\ndisclosure requirements under the United States federal securities laws and\nthe rules and regulations thereunder.\n\n\nTo view the source version of this press release, please visit\nhttps://www.newsfilecorp.com/release/317695"},"type":"article","timestamp":"2026-10-06T18:15:18.542130514Z","server_sent_at_ms":1791310518542},"received_at":"2026-10-06T18:15:18.715Z","source_url":"https://www.newsfilecorp.com/release/317695"},"analysis":{"id":"150813","press_release_id":"162321","analysis_json":{"industry":{"label":"Gold","sector":"Materials"},"redFlags":["US$50 million of consideration to Newmont is contingent on feasibility study completion and commercial production milestones, which may never be achieved","no mineral reserves exist at Northumberland; resources do not have demonstrated economic viability"],"eventType":"m_and_a","narrative":"StrikePoint Gold completed its acquisition of the Northumberland Gold Project in Nevada's Walker Lane from subsidiaries of Newmont, closing October 6, 2026.\n\nNewmont received US$70 million in upfront cash at closing and is entitled to two contingent payments of US$25 million each, tied to a future feasibility study and commercial production milestones.\n\nThe project carries an independent resource estimate of 2.86 Moz indicated and 1.57 Moz inferred gold-equivalent ounces, with drilling expected to commence within a month.\n\nFor Newmont, the transaction is a routine non-core divestiture; the total potential consideration of US$120 million is immaterial relative to the company's overall portfolio.","sentiment":"neutral","agentHooks":{"shouldPost":false,"suggestedAngle":"Non-core Newmont Nevada asset divested to micro-cap explorer for US$70M upfront plus US$50M contingent — portfolio high-grading, not a market mover for NEM."},"keyFigures":{"dealValueUsd":70000000,"customDimensions":{"royalty_sale_usd":10000000,"contingent_payments_usd":50000000,"inferred_resource_moz_aueq":1.57,"indicated_resource_moz_aueq":2.86,"financing_gross_proceeds_cad":"C$190 million"}},"quotedText":"StrikePoint paid the upfront cash consideration of US$70 million at closing","namedEntities":{"people":[{"name":"Michael G. Allen","role":"President and CEO, StrikePoint Gold"},{"name":"Alan Pangbourne","role":"Chairman, StrikePoint Gold"},{"name":"Shawn Khunkhun","role":"Executive Director, StrikePoint Gold"},{"name":"Hebert Lopes Oliveira","role":"Principal Resource Geologist, SLR Consulting (Qualified Person)"}],"products":["Northumberland Gold Project","Hercules Gold Project","Cuprite Gold Project"],"companies":[{"name":"StrikePoint Gold Inc.","ticker":"TSXV: SKP","relationship":"acquirer"},{"name":"Newmont Corporation","ticker":"NEM","relationship":"seller of the Northumberland Gold Project (the FILER)"},{"name":"Canaccord Genuity Corp.","relationship":"underwriter/financial advisor to the acquirer"},{"name":"Tembo Capital Holdings IV Guernsey Ltd.","relationship":"strategic investor in acquirer and royalty purchaser"},{"name":"SLR Consulting (Canada) Ltd.","relationship":"independent resource consultant"},{"name":"Kinross Gold","relationship":"regional producer (Round Mountain Mine) referenced for context"},{"name":"Arlington Group Asset Management Limited","relationship":"commission agent in the brokered offering"},{"name":"Ventum Financial Corp.","relationship":"warrant recipient in the brokered offering"}],"dollarAmounts":[{"amount":"US$70 million","context":"upfront cash consideration paid to Newmont at closing"},{"amount":"US$25 million","context":"contingent payment due within 120 days after feasibility study completion"},{"amount":"US$25 million","context":"contingent payment due within 120 days after commercial production milestones"},{"amount":"C$190 million","context":"gross proceeds of StrikePoint's bought deal financing led by Canaccord Genuity"},{"amount":"C$2.00","context":"per-subscription-receipt price in the brokered offering"},{"amount":"US$10 million","context":"consideration for sale of 0.5% NSR royalty to Tembo Capital affiliate"},{"amount":"US$25 million","context":"StrikePoint's right to buy back half (0.25%) of the Tembo royalty"},{"amount":"C$3,855,210","context":"cash commission paid to Arlington Group Asset Management"},{"amount":"US$3,500","context":"long-term gold price assumption per ounce in the MRE"},{"amount":"US$55","context":"long-term silver price assumption per ounce in the MRE"}]},"materialImpact":{"score":1,"reasoning":"For the FILER (Newmont), this is the routine closing of a previously announced divestiture of a non-core past-producing Nevada asset for US$70M upfront plus up to US$50M contingent. The proceeds are immaterial relative to Newmont's scale and the release is authored by the buyer, StrikePoint Gold."},"tickerRelevance":{"others":[{"ticker":"TSXV: SKP","relevance":"acquirer of the Northumberland Gold Project from Newmont subsidiaries"},{"ticker":"STKXF","relevance":"OTCQB listing of acquirer StrikePoint Gold"}],"primary":"NEM"},"globalImportance":15,"audienceRelevance":20,"eventTypeSecondary":[],"importanceComponents":{"tickerTier":"mega-cap FILER but buyer-side news","eventGravity":"routine divestiture closing (buyer-authored release)","issuerAuthored":false,"proceedsMaterialityToNem":"low (~$70M-$120M vs multi-billion portfolio)"}},"event_type":"m_and_a","event_type_secondary":null,"sentiment":"neutral","material_impact_score":1,"narrative":"StrikePoint Gold completed its acquisition of the Northumberland Gold Project in Nevada's Walker Lane from subsidiaries of Newmont, closing October 6, 2026.\n\nNewmont received US$70 million in upfront cash at closing and is entitled to two contingent payments of US$25 million each, tied to a future feasibility study and commercial production milestones.\n\nThe project carries an independent resource estimate of 2.86 Moz indicated and 1.57 Moz inferred gold-equivalent ounces, with drilling expected to commence within a month.\n\nFor Newmont, the transaction is a routine non-core divestiture; the total potential consideration of US$120 million is immaterial relative to the company's overall portfolio.","key_figures":{"dealValueUsd":70000000,"customDimensions":{"royalty_sale_usd":10000000,"contingent_payments_usd":50000000,"inferred_resource_moz_aueq":1.57,"indicated_resource_moz_aueq":2.86,"financing_gross_proceeds_cad":"C$190 million"}},"named_entities":{"people":[{"name":"Michael G. Allen","role":"President and CEO, StrikePoint Gold"},{"name":"Alan Pangbourne","role":"Chairman, StrikePoint Gold"},{"name":"Shawn Khunkhun","role":"Executive Director, StrikePoint Gold"},{"name":"Hebert Lopes Oliveira","role":"Principal Resource Geologist, SLR Consulting (Qualified Person)"}],"products":["Northumberland Gold Project","Hercules Gold Project","Cuprite Gold Project"],"companies":[{"name":"StrikePoint Gold Inc.","ticker":"TSXV: SKP","relationship":"acquirer"},{"name":"Newmont Corporation","ticker":"NEM","relationship":"seller of the Northumberland Gold Project (the FILER)"},{"name":"Canaccord Genuity Corp.","relationship":"underwriter/financial advisor to the acquirer"},{"name":"Tembo Capital Holdings IV Guernsey Ltd.","relationship":"strategic investor in acquirer and royalty purchaser"},{"name":"SLR Consulting (Canada) Ltd.","relationship":"independent resource consultant"},{"name":"Kinross Gold","relationship":"regional producer (Round Mountain Mine) referenced for context"},{"name":"Arlington Group Asset Management Limited","relationship":"commission agent in the brokered offering"},{"name":"Ventum Financial Corp.","relationship":"warrant recipient in the brokered offering"}],"dollarAmounts":[{"amount":"US$70 million","context":"upfront cash consideration paid to Newmont at closing"},{"amount":"US$25 million","context":"contingent payment due within 120 days after feasibility study completion"},{"amount":"US$25 million","context":"contingent payment due within 120 days after commercial production milestones"},{"amount":"C$190 million","context":"gross proceeds of StrikePoint's bought deal financing led by Canaccord Genuity"},{"amount":"C$2.00","context":"per-subscription-receipt price in the brokered offering"},{"amount":"US$10 million","context":"consideration for sale of 0.5% NSR royalty to Tembo Capital affiliate"},{"amount":"US$25 million","context":"StrikePoint's right to buy back half (0.25%) of the Tembo royalty"},{"amount":"C$3,855,210","context":"cash commission paid to Arlington Group Asset Management"},{"amount":"US$3,500","context":"long-term gold price assumption per ounce in the MRE"},{"amount":"US$55","context":"long-term silver price assumption per ounce in the MRE"}]},"model_name":"glm-5.3-flashx","prompt_hash":"sha256:5c812bd9e28b810d","schema_hash":"sha256:05005c02d9cffac9","created_at":"2026-10-06T18:15:29.315Z","global_importance":15,"audience_relevance":20,"importance_components":{"tickerTier":"mega-cap FILER but buyer-side news","eventGravity":"routine divestiture closing (buyer-authored release)","issuerAuthored":false,"proceedsMaterialityToNem":"low (~$70M-$120M vs multi-billion portfolio)"}},"durationMs":10576,"modelName":"glm-5.3-flashx"}}