StrikePoint Gold IncSKP - TSX.V

  Exploring for High Grade Gold Deposits In Manitoba’s Rice Lake Gold Belt

 

STRIKEPOINT GOLD INC. CLOSES $7,188,984 PRIVATE PLACEMENT

 

December 17, 2009

 

CALGARY, ALBERTA – StrikePoint Gold Inc. (“StrikePoint”) (TSXV: SKP) announces that the Private Placement announced and amended in press releases dated November 26, 2009 and November 30, 2009, respectively,  has closed. 

 

The Private Placement included the sale of 4,687,200 flow-through common shares (the "Flow-Through Common Shares") at a price of $0.47 per Flow-Through Common Share for gross proceeds of $2,202,514 and the sale of 12,465,000 non-flow-through units (the "Units") at a price of $0.40 per Unit for gross proceeds of $4,986,000, each Unit being comprised of one common share and one-half of one transferable common share purchase warrant. Each full warrant is exercisable into one common share of the Corporation at an exercise price of $0.60 for a period of 24 months from the closing date. The total gross amount raised in the Offering was $7,188,984. The sale of 12,465,000 Units represents a 125,000 Unit increase over the amount announced in StrikePoint’s press release of November 30, 2009. 

 

As consideration to Dundee Securities Corporation and a syndicate of agents (the "Agents"), the Corporation has payed a commission of 6.0% of the total proceeds raised upon closing and has issued Agents’ warrants (the "Agents’ Warrants") equal to 6.0% of the Units and Flow-Through Common Shares issued pursuant to this Offering. Each Agents’ Warrant will be exercisable to acquire one common share at $0.60 for a period of 24 months from the closing date. The shares issued under this financing will be subject to a four month hold period from the date of closing of the offering. 


The Corporation intends to use the net proceeds for exploration of its mineral properties. Expenditures from the Flow-Through Common Shares will constitute Canadian exploration expenses (as defined in the Income Tax Act) and will be renounced for the 2009 taxation year. 

 

 STRIKEPOINT GOLD INC. PRIVATE PLACEMENT NOTICE

CALGARY, Alberta; December 8, 2009- StrikePoint Gold Inc. ("StrikePoint") (TSXV: SKP) announces that two directors of StrikePoint have sold in open market transactions on the TSX Venture Exchange a total of 1,360,000 shares to arms-length parties during the period November 17 to November 25, 2009 and exercised outstanding warrants and options to purchase a total of 1,850,000 shares from StrikePoint's treasury. Moreover, the two directors are subscribing for approximately 675,000 shares of the proposed brokered private placement financing announced in StrikePoint's news releases dated November 26 and November 30, 2009.

Richard Boulay, CEO and Director of StrikePoint sold a total of 775,000 shares and purchased 500,000 shares by means of option exercise, 600,000 shares by means of warrant exercise and is subscribing for 425,000 flow-though shares in the proposed private placement. Arness Cordick, a director of StrikePoint sold a total of 585,000 shares and purchased 500,000 shares by means of option exercise, 250,000 shares by means of warrant exercise and is subscribing for the purchase of 250,000 flow-through shares in the proposed private placement.

The purchase of shares by the two directors constitutes a "related party transaction" as defined in Multilateral Instrument 61-101 - Protection of Minority Securityholders in Special Transactions. The transaction however will be exempt from applicable formal valuation and minority shareholder approval requirements as the fair market value of the shares does not exceed 25% of the market capitalization of StrikePoint.

StrikePoint has 106,146,652 common shares outstanding, and trades on the TSX Venture Exchange under the symbol SKP.

STRIKEPOINT GOLD INC. ANNOUNCES AMENDMENT OF PRIVATE PLACEMENT 

Calgary, Alberta; November 30, 2009 – StrikePoint Gold Inc. (the "Corporation") is pleased to announce that subject to regulatory approval, it has amended the brokered private placement with Dundee Securities Corporation and a syndicate of agents (the "Agents") announced in the Corporation’s press release of  November 26, 2009. 

The private placement is amended to include the sale of up to 5,225,500 flow-through common shares (the "Flow-Through Common Shares") at a price of $0.47 per Flow-Through Common Share for gross proceeds of up to $2,455,985 and the sale of  up to 12,340,000 non-flow-through units (the "Units") at a price of  $0.40 per Unit for gross proceeds of up to $4,936,000, each Unit being comprised of one common share and one-half of one transferable common share purchase warrant. Each full warrant will be exercisable into one common share of the Corporation at an exercise price of $0.60 for a period of 24 months from the closing date (the "Offering"). The total gross proceeds to be raised in the Offering are $7,391,985. 

As consideration to the Agents, the Corporation will pay a commission of 6.0% of the total proceeds raised upon closing and issue Agents’ warrants (the "Agents’ Warrants") equal to 6.0% of the Units and Flow-Through Common Shares issued pursuant to this Offering. Each Agents’ Warrant will be exercisable to acquire one common share at $0.60 for a period of 24 months from the closing date. The shares issued under this financing will be subject to a four month hold period from the date of closing of the offering.

The Corporation intends to use the net proceeds for exploration of its mineral properties. Expenditures from the Flow-Through Common Shares will constitute Canadian exploration expenses (as defined in the Income Tax Act) and will be renounced for the 2009 taxation year.

ON BEHALF OF THE BOARD OF DIRECTORS OF
STRIKEPOINT GOLD INC.
"
  Richard A. Boulay " 
Richard A. Boulay, CEO

The TSX Venture Exchange does not accept responsibility for the adequacy or accuracy of this release.

STRIKEPOINT GOLD INC. ANNOUNCES $5.0 MILLION PRIVATE PLACEMENT

Vancouver, BC; November 26, 2009 – StrikePoint Gold Inc. (the "Corporation") is pleased to announce that subject to regulatory approval, it has negotiated a brokered private placement with Dundee Securities Corporation and a syndicate of agents (the "Agents") for the sale of up to 3,750,000 units (the "Units") and 7,500,000 flow-through common shares (the "Flow-Through Common Shares") at a price of $0.40 per Unit and $0.47 per Flow-Through Common Share for gross proceeds of up to $5,025,000 (the "Offering"). Each Unit will be comprised of one common share and one-half of one transferable common share purchase warrant. Each full warrant will be exercisable into one common share of the Corporation at an exercise price of $0.60 for a period of 24 months from the closing date. The Agents also have the option to sell up to an additional $750,000 of any combination of Flow-Through Common Shares and Units at the applicable issue price, exercisable at any time up to 24 hours before the closing date.
As consideration to the Agents, the Corporation has agreed to pay a commission of 6.0% of the total proceeds raised upon closing and issue Agents’ warrants ("Agents’ Warrants") equal to 6.0% of Units and Flow-Through Common Shares issued pursuant to this Offering. Each Agents’ Warrant will be exercisable to acquire one common share at $0.60 expiring 24 months after the closing date. The shares issued under this financing will be subject to a four month hold period from the date of closing of the offering.

The Corporation intends to use the net proceeds for exploration of its mineral properties. Expenditures from the Flow-Through Common Shares will constitute Canadian exploration expenses (as defined in the Income Tax Act) and renounced for the 2009 taxation year.

ON BEHALF OF THE BOARD OF DIRECTORS OF
STRIKEPOINT GOLD INC.
" Richard A. Boulay"
Richard A. Boulay, CEO

The TSX Venture Exchange does not accept responsibility for the adequacy or accuracy of this release.

This news release does not constitute an offer to sell or solicitation of an offer to sell any securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

Cautionary Statement Regarding Forward-Looking Information
All statements, trend analysis and other information contained in this press release relative to markets about anticipated future events or results constitute forward-looking statements. Forward-looking statements are often, but not always, identified by the use of words such as "seek", "anticipate", "believe", "plan", "estimate", "expect" and "intend" and statements that an event or result "may", "will", "should", "could" or "might" occur or be achieved and other similar expressions. Forward-looking statements are subject to business and economic risks and uncertainties and other factors that could cause actual results of operations to differ materially from those contained in the forward-looking statements. Forward-looking statements are based on estimates and opinions of management at the date the statements are made. The Corporation does not undertake any obligation to update forward-looking statements even if circumstances or management's estimates or opinions should change. Investors should not place undue reliance on forward-looking statements.

 



StrikePoint Gold Retains First Canadian Capital Corp. for Investor Relations Services

October 12, 2009

Calgary, AB – StrikePoint Gold Inc. (“StrikePoint” or the “Company”) (TSX-V:  SKP, OTC:  STKXF) is pleased to announce it has retained First Canadian Capital Corp. (“First Canadian”), of Toronto, ON, to provide investor relations services.

“We are pleased to have First Canadian work with us to increase the exposure of StrikePoint to the financial markets and also increase awareness of our activities in the Rice Lake Gold Belt of Manitoba, Canada.  We chose First Canadian based on their professional standards and their great track record of assisting other companies with IR activities, “stated Rick Boulay, Chairman and CEO of StrikePoint.

First Canadian will receive a monthly retainer of $5,000 for a 12-month term, terminable upon 30-days notice by either party.  StrikePoint will also issue, as compensation to First Canadian, an option to purchase 250,000 common shares.  These shares, are granted and will vest in accordance with the Company’s stock option plan, are exercisable for a period of two years at a price of C$0.40 per share and are subject to regulatory approval. 

First Canadian does not currently have any interest directly or indirectly, in the Company or its securities.

About StrikePoint Gold Inc. 

StrikePoint Gold owns or controls over 31,000 hectares in the evolving Rice Lake Gold Belt of SE Manitoba, Canada.On September 17, 2009, StrikePoint entered into an option agreement with San Gold Corporation to explore the Company’s “Strike Point” property adjacent to San Gold mine lease. The Strike Point property contains volcanic rock and structural features that conform to San Gold’s extremely successful gold model that has uncovered high grade gold deposits located approximately one km from the Strike Point property boundary. StrikePoint and San Gold have jointly flown a large scale LiDAR survey of their properties in the Rice Lake Belt and are using the LiDAR structural indicators to target exploration and drilling targets along the Belt.

 

San Gold and StrikePoint enter Strike Point Property Letter Agreement

September 17, 2009

Graphical Version of Press Release

 Dale Ginn, CEO of San Gold Corporation (“San Gold”) and Richard Boulay, CEO of StrikePoint Gold Inc.(“StrikePoint Gold”) (collectively, the “Parties”) are pleased to announce that San Gold and StrikePoint Gold have entered into a letter agreement (the “Letter Agreement”) setting forth the terms and conditions of a transaction (the “Option”) whereby San Gold can earn a 50% undivided interest in the Strike Point property that lies adjacent and to the north and northwest of San Gold’s mining lease that contains the Rice Lake Mine, the Cartwright deposit and the high grade gold Hinge Mine and Cohiba Zones. Pursuant to the Letter Agreement the parties have agreed to negotiate a subsequent definitive option agreement (the “Option Agreement”).

The Letter Agreement provides that San Gold shall pay StrikePoint Gold a refundable advance deposit (the “Advance Deposit”) of $150,000 cash upon execution of the Letter Agreement. In addition, San Gold shall pay StikePoint Gold $50,000 cash on the first anniversary of the execution of the Letter Agreement and shall conduct $1,600,000 in exploration work on the property over three years at a minimum rates of $400,000, $500,000 and $600,000 per year, respectively, to earn a 50% undivided interest in the Strike Point property. The Advance Deposit shall be refunded by StrikePoint to San Gold in the event that the Option Agreement is not executed by December 31, 2009 or such other date that is agreeable to both parties.  

StrikePoint Gold will be the operator of the project subject to a standard joint venture operating committee structure. StrikePoint Gold shall have the right to accelerate exploration by spending its own funds and an amount equal to such expenses shall be added to San Gold’s work requirement for the year in which they are expended. When San Gold has earned its 50% interest, both parties shall become working parties, each responsible for 50% of expenditures, subject to standard dilution provisions. San Gold and StrikePoint Gold shall each have 90 days to remedy any shortfall to prevent dilution. Each Party to the Option Agreement shall have a first right of refusal to purchase the other Party’s interest. San Gold and StrikePoint Gold will agree that no Party shall purchase any common shares of the other Party without the approval of both boards of directors, during the existence of the Option Agreement or for a period of two years following the termination of the Option Agreement or ensuing joint venture agreement. The proposed Option Agreement between San Gold and StrikePoint Gold is a Reviewable Transaction as defined in TSX Venture Exchange Policy 5.3 since Richard A. Boulay and Courtney Shearer are directors and officers of StrikePoint Gold and directors of San Gold. 

The Strike Point property consists of twenty six claims covering 3595 hectares adjacent to the northwestern boundary of San Gold's Rice Lake gold mine and mill property at Bissett, Manitoba, located a 3 hour drive from Winnipeg. During 2008, StrikePoint Gold conducted mapping and prospecting activities on the Strike Point property and added six more claims to the original 20 claims to cover new showings to the north. The Strike Point property is underlain by Archean volcanic rocks that are identical to or similar to the hanging wall volcanic rocks that host San Gold’s Hinge and Cohiba zones. As well, an embayment of volcanic rocks extends northward across the regional Wanipigow Shear where it contains mafic volcanics and interbedded iron formations that remain largely unexplored. More importantly, the hanging wall volcanics of the southern part of the Strike Point property contain structural elements that are identical or similar to the structures that host San Gold’s Hinge and Cohiba zones. Significantly, the Strike Point property contains the western 5 kms of a 10 km long faulted fold axis that extends eastward from Horseshoe Lake to the San Gold #1 mine. This important 10 km long structure is considered to be a possible mineralization conduit for the multiple parallel Hinge Structures on the San Gold mining lease. 

During 2008 and early 2009, a new exploration strategy was developed to explore various properties in the central part of the Rice Lake Gold belt as well as properties at the distal ends of the belt to the east and west. The new strategy is based on the fact that San Gold’s newly discovered high-grade Hinge and Cohiba zones located in the thick hanging wall volcanic sequence consists of pure gold and very sparse associated sulphides lodged in thick, pure quartz veins that intrude highly siliceous volcanic rocks. Consequently, with no geological contrast, the gold bearing veins are not identifiable using standard magnetic, electromagnetic or resistivity methods. During 2008, it was established that San Gold’s high grade Hinge Zone mineralization was structurally controlled. Consequently, StrikePoint Gold and San Gold flew a 580 square kilometre very high resolution LiDAR Survey in May 2009. LiDAR (Light Detection and Ranging) generates large amounts of data in a data “pointcloud” from which can be extracted various datasets that can be used for structural information, including very accurate digital elevation models. StrikePoint Gold is currently processing the data for the central part of the belt, primarily the San Gold mine lease and the adjacent Strike Point property. Initial test work by StrikePoint Gold geologists using initial LiDAR products indicates that the data is effective at delineating detailed structure, even in swampy terrain.  

Dale Ginn, San Gold’s CEO stated: “As a result of this joint venture, all of the hanging wall volcanics that host the high grade Hinge deposits, together with their important structural elements are now accessible to San Gold, at surface as well as possible important western and northern extensions.” Richard Boulay, CEO of StrikePoint Gold noted: “This agreement consolidates the Central Rice Lake Belt structural domain that has hosted over 95% of the Rice Lake Belt’s recent and historic gold production. San Gold’s recent high grade gold discoveries have greatly expanded the volumetric potential of the Rice Lake sequence stratigraphically upward to incorporate the volcanic rocks of the Strike Point property.” 

StrikePoint Gold currently has one of its geological teams dedicated to the Strike Point property. San Gold and StrikePoint Gold will immediately convene a technical committee to establish a systematic exploration protocol for the Strike Point property. 

Sample LiDAR images can be viewed on the graphical version of this press release at www.sangoldcorp.com or  www.strikepointgold.com.

This press release has been reviewed by D. Ginn, P.Geo., San Gold’s Qualified Person for this project under National Instrument 43-101 and by Daniel A. Beauchamp, B.Sc., P.Geol., StrikePoint Gold’s Qualified Person under National Instrument 43-101. 

For further information contact Dale Ginn, CEO of San Gold Corporation, at (204) 794-5818, Richard Boulay CEO of StrikePoint Gold Inc, at (403) 243-9500 or investor information at 1-800-321-8564. 

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. This news release may contain assumptions, estimates, and other forward-looking statements regarding future events.  Such forward-looking statements involve inherent risks and uncertainties and are subject to factors, many of which are beyond the Company’s control, which may cause actual results, performance or circumstances to differ materially from those currently anticipated in such statements.