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.
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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.
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