StrikePoint Gold Inc.
TSX VENTURE : SKP

StrikePoint Gold Inc.

December 01, 2009 08:17 ET

StrikePoint Gold Inc. Announces Amendment of Private Placement

CALGARY, ALBERTA--(Marketwire - Dec. 1, 2009) -

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.

StrikePoint Gold Inc. (TSX VENTURE:SKP)(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, CEO

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.

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

Contact Information

  • StrikePoint Gold Inc.
    Richard A. Boulay
    CEO
    403-243-9500