StrikePoint Gold Inc. press release

StrikePoint Completes Acquisition of the Northumberland Gold Project from Newmont Corporation

2026-10-06

TSXV - TSX Venture Exchange · Gold · Silver · Canada · M&A / Asset Transactions

Escrow Release Conditions Satisfied for C$190 Million Bought Deal Financing Led by Canaccord Genuity

Vancouver, British Columbia--(Newsfile Corp. - October 6, 2026) - StrikePoint Gold Inc.(TSXV: SKP) (OTCQB: STKXF)("StrikePoint" or the "Company") is pleased to announce that it has completed its previously announced acquisition (the "Transaction") of the Northumberland Gold Project ("Northumberland" or the "Project") located in Nevada's Walker Lane, from subsidiaries of Newmont Corporation ("Newmont") (NYSE: NEM), pursuant to the definitive purchase agreement (the "Agreement") described in the Company's news releases dated August 18, 2026, August 20, 2026, September 9, 2026 and September 29, 2026. The Transaction closed on October 6, 2026, and StrikePoint paid the upfront cash consideration of US$70 million at closing. Northumberland is a past-producing gold deposit, largely located on private land, that houses a significant mineral resource defined by more than 1,500 drill holes. StrikePoint has also agreed to make two additional contingent cash payments of US$25 million each in the future, the first within 120 days after completion of a feasibility study (the "Feasibility Study") and the second within 120 days after achievement of certain commercial production milestones at Northumberland.

Key Transaction Highlights

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Acquisition of a substantial gold deposit in Nevada's Walker Lane, a tier-one mining jurisdiction: Nevada is a top ranked mining jurisdiction with numerous operations in the state and an established, proven regulatory framework.

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Independent mineral resource estimate ("MRE") of 2.86 million oz ("Moz") of gold equivalent ("AuEq") in the indicated category and 1.57 Moz of AuEq* in the inferred category contained within 67 million tonnes ("Mt") and 31 Mt, respectively.

_* For grades by individual metals, see Table 1 below, which includes the basis of the AuEq calculation. _

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Brownfields site on private land potentially simplifies permitting: The current MRE for Northumberland is contained on private property which previously hosted open pit production.

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Exploration Targets:Northumberland has not been explored since approximately 2010, and numerous untested targets exist, including extensions of the known mineralization.

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Regional Exploration Package: In addition to the known mineral resources, numerous near pit and property wide exploration targets offer potential for further additions to the mineral resource.

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Drill Permits in Place: Five separate drill permits are currently in place and are expected to facilitate rig mobilization and efficient exploration on both private and public land, subject to applicable permit transfer or replacement requirements.

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Strengthened Board Leadership: Mr. Alan Pangbourne, who brings over 35 years of experience in global mining operations, has been appointed to the Board of Directors as Chairman.

Michael G. Allen, President and CEO of StrikePoint, said "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. Our geological team will also be evaluating several greenfields targets that we have identified, potentially for drilling in 2027. I would like to thank Tembo Capital, Canaccord Genuity and others for their support through this acquisition process. I look forward to working with incoming Chairman Alan Pangbourne as we collaborate to advance the Northumberland Gold Project.

Alan Pangbourne, Chairman of StrikePoint, said "I'm delighted to join StrikePoint as Chairman at such a pivotal moment. 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, so that every dollar spent builds value for shareholders."

Shawn Khunkhun, Executive Director of StrikePoint, said, "We are thrilled to complete the acquisition of the Northumberland Gold Project, a significant milestone that positions StrikePoint as an exciting emerging gold explorer and developer in Nevada. 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."

Initial Mineral Resource Estimate

The current MRE represents StrikePoint's initial MRE for the Project. The available drilling information includes 1,511 reverse-circulation and 37 core holes, drilled by previous operators of the Project, including Cyprus Mines Corporation, Western States Minerals Corporation, Newmont USA Limited, and Fronteer Development Group Inc. StrikePoint has not yet carried out any drilling or exploration activities at the Project.

The MRE was prepared by Mr. Hebert Lopes Oliveira, B.Sc., P.Geo., Principal Resource Geologist at SLR Consulting (Canada) Ltd. ("SLR"), who is an independent Qualified Person ("QP") for the purposes of National Instrument 43-101 Standards of Disclosure for Mineral Projects ("NI 43-101"). The MRE has an effective date of July 31, 2026 and uses the CIM (2019) Estimation of Mineral Resources and Mineral Reserves (MRMR) Best Practice guidelines and the CIM (2014) definitions for Mineral Resources. SLR has estimated a mineral resource as follows:

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Indicated Resource: 67,008 kt containing 2.71 Moz of gold ("Au") grading at 1.26 g/t Au with 11.60 Moz of silver ("Ag") grading at 5.38 g/t Ag. Combined, the gold and silver indicated mineral resource equates to 2.86 Moz of AuEq* at an average grade of 1.33 g/t AuEq*.

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InferredResource:30,967 kt containing 1.52 Moz of gold at a grade of 1.53 g/t Au with 4.26 Moz of silver at a grade of 4.28 g/t Ag. Combined, the gold and silver inferred mineral resource equates to 1.57 Moz of AuEq* at an average grade of 1.58 g/t AuEq*.

_* For grades by individual metals, see Table 1 below, which includes the basis of the AuEq calculation. _

Table 1: Northumberland Resource Estimate (Effective Date of July 31, 2026)

| 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) _ | | Indicated | 67,008 | 1.26 | 5.38 | 1.33 | 2,709,000 | 11,599,000 | 2,857,000 | | Inferred | 30,967 | 1.53 | 4.28 | 1.58 | 1,519,000 | 4,260,000 | 1,568,000 |

Notes:

1. The MRE was prepared by Mr. Hebert Lopes Oliveira, B.Sc., P.Geo., Principal Resource Geologist at SLR, who is an independent Qualified Person (QP) for the purposes of National Instrument 43-101 Standards of Disclosure for Mineral Projects (NI 43-101). 2. This is the initial MRE for StrikePoint, and reflects revised price, cost, and technical assumptions over historical MREs, which should not be relied on. The MRE incorporates the CIM (2019) Estimation of Mineral Resources and Mineral Reserves (MRMR) Best Practice guidelines and the CIM (2014) definitions were followed for Mineral Resources. 3. Metallurgical recoveries consider oxidation state as defined by sulphide content: < 0.5% (oxide) and ≥ 0.5% (fresh), and further subdivide fresh material into low, medium and high preg robbing categories as estimated from preg robbing values (PRV) and assumed as follows:

1. Oxide material: 75% for both Au and Ag 2. Fresh, low PRV material: 90% Au; 70% Ag 3. Fresh, medium PRV material: 80% Au; 60% Ag 4. Fresh, high PRV material: 60% Au; 40% Ag

1. Gold Equivalent (AuEq) = Au(g/t) + (Ag(g/t) x (Ag price x Ag recovery / Au price x Au recovery)). 2. Mineral Resources are estimated at variable AuEq cut-off grades based on long term prices of US$3,500 per gold ounce and US$55 per silver ounce and Au and Ag recoveries by material type as follows: 0.16 g/t (oxide); 0.31 g/t (fresh, low PRV); 0.35 g/t (fresh, medium PRV); and 0.47 g/t (fresh, high PRV). 3. Mineral Resources are reported within an optimized pit shell, using the following assumptions:

1. Overall pit slope angles of 45° 2. Mining costs of US$2.12/tonne (t) mined 3. G&A costs of US$1.35/t milled 4. Processing costs of US$12/t milled (oxide); US$30/t milled (sulphide) 5. In situ bulk density is 2.6 t/m3.

1. Mineral Resources that are not Mineral Reserves do not have demonstrated economic viability. There are no Mineral Reserves at Northumberland. 2. This Mineral Resource estimate includes Inferred Mineral Resources which have had insufficient work to classify them as Indicated Mineral Resources. It is uncertain but reasonably expected that Inferred Mineral Resources could be upgraded to Indicated Mineral Resources with continued exploration. 3. Numbers may not add or multiply accurately due to rounding. 4. The effective date of the Mineral Resource Estimate for Northumberland is July 31, 2026 5. The QP is not aware of any environmental, permitting, legal, title, taxation, socio-economic, marketing, political, or other relevant factors not discussed in this news release and the Technical Report that could materially affect the Mineral Resource estimate.

Table 2: Pit Optimization Parameters and Calculation of Marginal Cut-Off Grades

| Parameter | Units | Non Preg- Robbing (Oxides) | Low Preg-Robbing | Medium Preg-Robbing | High Preg-Robbing | | Gold Price | US$/oz | 3,500 | 3,500 | 3,500 | 3,500 | | Gold Payability | % | 99.5 | 99.5 | 99.5 | 99.5 | | Selling Cost (Transport & Refining) | US$/oz Au | 5.00 | 5.00 | 5.00 | 5.00 | | NSR Price | US$/oz Au | 3,495 | 3,495 | 3,495 | 3,495 | | Metallurgical Recovery | % | 75 | 90 | 80 | 60 | | Unit Operating Costs (Process + G&A) | US$/t milled | 13.35 | 31.35 | 31.35 | 31.35 | | Marginal Cut-off Grade | g/t | 0.16 | 0.31 | 0.35 | 0.47 |

The Northumberland deposit is open in multiple directions, and the property package has targets that may be subject to future exploration. Any potential expansion of the MRE would be subject to the results of further exploration.

Technical Report

A technical report titled "NI 43-101 Technical Report Northumberland Gold Project, Nevada, USA", with an effective date of July 31, 2026 (the "Technical Report"), was filed on SEDAR+ in connection with the Company's news release dated August 18, 2026. At the request of the TSX Venture Exchange (the "TSXV"), the Company filed an amended Technical Report on SEDAR+, as announced on September 29, 2026; there were no material changes to the Technical Report. The Technical Report supports the disclosure of the MRE for Northumberland. Mineral Resources that are not Mineral Reserves do not have demonstrated economic viability. The Technical Report is available on SEDAR+ and on the Company's website at www.strikepointgold.com.

The Northumberland Gold Project

[](https://images.newsfilecorp.com/files/5044/317695_1b191ae0946979c3_002full.jpg)

To view an enhanced version of this graphic, please visit: https://images.newsfilecorp.com/files/5044/317695_1b191ae0946979c3_002full.jpg

References to active mines and other mineral projects is for illustration purposes only. There can be no assurances the Company will achieve comparable results.

Project Location & Infrastructure

Northumberland is located approximately 150 kilometers by road from Tonopah, Nevada. Access is via paved highway and all-weather county road. Northumberland is located within the Walker Lane of Nevada, host to producers such as Kinross's Round Mountain Mine, located approximately 60 kilometers by road south of Northumberland. The Walker Lane is a prolific mineral trend with significant historical production, new discoveries (including AngloGold's Arthur Gold Project as well as Centerra's Goldfield Project, currently under construction) and operational mines including the Round Mountain Mine operated by Kinross. Northumberland's mineralization is considered a Carlin-style. References to other mining projects and operations are for geographic context only and are not intended to imply comparable economics, resources, or production potential.

Northumberland was initially discovered in the late 1800s. Significant oxide mineralization was discovered in the 1930s and was mined intermittently by various operators until 1991. Interests in the property were transferred to Nevada Western Gold LLC, which became a subsidiary of New West Gold in 2005. Fronteer Gold acquired Nevada Western's interest in Northumberland in 2007, before Fronteer, including Northumberland, was acquired by Newmont in 2011.

Transaction Structure

Under the Agreement, Nu Gold LLC, a wholly owned subsidiary of 1599044 B.C. Ltd. ("HoldCo"), a wholly owned subsidiary of StrikePoint, acquired from Newmont USA Limited and Fronteer Development LLC, each a subsidiary of Newmont, certain claims, fee lands, licenses, permits and equipment making up the Project, in consideration for (i) a cash payment in the amount of US$70 million paid on closing; and (ii) contingent payments of US$25 million within 120 days after the completion of a Feasibility Study on Northumberland and US$25 million within 120 days after the achievement of certain commercial production milestones at Northumberland. The Transaction was an arm's length transaction.

Share Consolidation and Brokered Offering

As announced on September 29, 2026, the Company completed a consolidation of all of its issued and outstanding common shares, options and warrants on the basis of ten (10) pre-consolidation securities for every one (1) post-consolidation security (the "Consolidation"), effective October 2, 2026. Immediately following the Consolidation, and prior to the conversion of the Subscription Receipts (as defined below), the Company had approximately 7,239,241 common shares issued and outstanding. The CUSIP number for the post-Consolidation common shares is 86332K509 and the ISIN is CA86332K5098.

As announced on September 9, 2026, 1599042 B.C. Ltd. ("FinCo"), a subsidiary of the Company, completed a bought deal private placement of 95,000,000 subscription receipts of FinCo (the "Subscription Receipts") at a price of C$2.00 per Subscription Receipt for aggregate gross proceeds of C$190 million (the "BrokeredOffering"), which included the full exercise of the option granted to the Underwriter (as defined below). Canaccord Genuity Corp. ("Canaccord Genuity" or the "Underwriter") acted as sole underwriter for the Brokered Offering. Each Subscription Receipt entitled the holder thereof to receive one post-Consolidation common share in the capital of the Company (each post-Consolidation common share, a "Share") without any additional consideration or further action upon satisfaction of the Escrow Release Conditions (as defined below).

The net proceeds from the Brokered Offering were used to satisfy the cash component of the Transaction, and the balance will be used to advance exploration and development activities at Northumberland, and for general corporate purposes (less than 10%).

The gross proceeds from the Brokered Offering, less certain expenses of the Underwriter (the "Escrowed Proceeds"), were placed into escrow pending the completion or satisfaction of all escrow release conditions, including, among other things, the completion or satisfaction of all conditions precedent included in the Agreement and the receipt of all required corporate and regulatory approvals in connection with the Transaction (collectively, the "Escrow Release Conditions"), in accordance with a subscription receipt agreement among the Company, FinCo, the Underwriter and Computershare Trust Company of Canada, as subscription receipt agent (the "Subscription Receipt Agent"). The Escrow Release Conditions were satisfied on October 6, 2026, prior to the escrow release deadline of 5:00 p.m. (Toronto time) on October 24, 2026. Upon satisfaction of the Escrow Release Conditions, the cash commission payable to the Underwriter was released to the Underwriter from the Escrowed Proceeds, the balance of the Escrowed Proceeds (less certain expenses of the Subscription Receipt Agent) was released to the Company, and each Subscription Receipt was automatically converted into one Share upon the amalgamation of FinCo and HoldCo pursuant to an amalgamation agreement among the Company, FinCo and HoldCo. An aggregate of 95,000,000 Shares was issued upon conversion of the Subscription Receipts. The Shares issued on conversion of the Subscription Receipts are not subject to a restricted hold period under applicable Canadian securities laws.

In consideration for services rendered in connection with the Brokered Offering, the Company paid: (i) Canaccord Genuity a cash commission equal to 6% of the aggregate gross proceeds of the Brokered Offering, reduced to 3% in respect of the proceeds received from subscribers on a president' list of the Company; and (ii) Arlington Group Asset Management Limited ("Arlington") a cash commission of C$3,855,210. In addition, the Company issued an aggregate of 7,058,020 warrants (the "Warrants") to the Underwriter and to certain eligible arm's length parties, including Ventum Financial Corp. and Arlington. Each Warrant entitles the holder thereof to purchase one Share at a price of C$2.00 for a period of 24 months following the satisfaction of the Escrow Release Conditions. The Warrants will be subject to a hold period expiring four months and a day after issuance.

Certain directors, officers, and other insiders of the Company (collectively, the "Participating Insiders") purchased an aggregate of 137,000 Subscription Receipts pursuant to the Brokered Offering. Each issuance by the Company of securities to a Participating Insider in connection with the issuance of Subscription Receipts of FinCo to the Participating Insiders under the Brokered Offering is considered a "related party transaction" within the meaning of Multilateral Instrument 61-101 - _Protection of Minority Security Holders in Special Transactions_("MI 61-101"). The Company relied on the exemptions from the formal valuation and minority shareholder approval requirements under MI 61-101 set out in sections 5.5(a) and 5.7(1)(a), respectively, of MI 61-101 as the fair market value of such transactions, insofar as they involve related parties, is not more than 25% of the Company's market capitalization. The Company did not file a material change report 21 days prior to the closing of the Brokered Offering because the terms of the Brokered Offering and insider participation had not been established at that time, and the Company elected to proceed with the Brokered Offering as expeditiously as possible and consistent with typical market timelines.

The Transaction constituted a "Fundamental Acquisition" pursuant to TSXV Policy 5.3. Trading in the Shares, which have been halted pending final approval of the TSXV and closing of the Transaction, is expected to resume on the TSXV on or about October 8, 2026.

Tembo Capital Participation and Royalty

As announced on September 9, 2026, Tembo Capital Holdings IV Guernsey Ltd. ("Tembo") purchased 20,300,000 Subscription Receipts in the Brokered Offering. Upon the conversion of the Subscription Receipts, Tembo beneficially owns and controls 20,300,000 Shares, representing approximately 19.9% of the issued and outstanding Shares on a non-diluted basis. Upon satisfaction of the Escrow Release Conditions, the investor rights agreement between the Company and Tembo Capital Mining GP IV Ltd., an affiliate entity of Tembo (the "Investor Rights Agreement"), became effective, pursuant to which Tembo has the right to nominate one representative to the Board of Directors of the Company, one representative on a newly formed technical committee, as well as certain participation rights as permitted by the policies of the TSXV.

In addition, concurrently with closing of the Transaction, the Company completed the sale to Tembo Capital Investments IV LP, an affiliate entity of Tembo, of a 0.5% net smelter return royalty over Northumberland for consideration of US$10 million (the "Royalty Sale"). The Company has the right to buy back half (0.25%) of the royalty for US$25 million at the earlier of five years after completion of the Royalty Sale or 120 days after the commencement of commercial production at Northumberland. An early warning report with respect to Tembo's holdings has been filed under the Company's SEDAR+ profile at www.sedarplus.ca.