Gunpoint Announces Closing of $3.35 Million Non-Brokered Private Placement

Rhea-AI Summary

Gunpoint Exploration (CJIMF) closed a $3.35 million non‑brokered private placement on December 2, 2025, issuing 8,375,000 Units at $0.40 per Unit.

Each Unit includes one common share and one‑half of a warrant (totaling warrants exercisable at $0.60 until December 2, 2027). Proceeds will fund exploration, development and property payments for the Talapoosa gold‑silver project in Nevada and for working capital.

Directors and officers acquired 3,075,000 Units; CEO Randy Reifel bought 2,500,000 Units and holds ~16.9% undiluted (~19.8% partially diluted) after the offering.

Positive

• Closed $3.35M financing via 8,375,000 Units
• Proceeds earmarked for Talapoosa gold‑silver project development
• CEO and insiders purchased 3,075,000 Units (alignment signal)

Negative

• Issued 8,375,000 new common shares — potential dilution
• Up to 4,187,500 warrants exercisable at $0.60 through Dec 2, 2027
• Related‑party participation requires disclosure; may concern minority holders

Vancouver, British Columbia--(Newsfile Corp. - December 2, 2025) - Gunpoint Exploration Ltd. (TSXV: GUN) ("Gunpoint" or the "Company") is pleased to announce that it has closed its previously announced non-brokered private placement financing for gross proceeds of $3,350,000 from the sale of 8,375,000 units (the "Units") at a price of $0.40 per Unit (the "Offering"). Each Unit is comprised of one common share of the Company and one-half of one common share purchase warrant (each whole warrant, a "Warrant"). Each Warrant is exercisable at a price of $0.60 into one common share of the Company until December 2, 2027.

The securities issued pursuant to the Offering are subject to a four month plus one day hold period from the date of issuance, expiring on April 3, 2026, pursuant to applicable Canadian securities laws.

Gross proceeds from the Offering will be used for the exploration, development and property payments of the Company's Talapoosa gold-silver project in the Walker Lane Trend in Nevada and for working capital and corporate purposes. No finder's fees or commissions were paid in connection with the Offering.

The Offering is considered a "related party transaction" pursuant to Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101") because directors and officers of the Company acquired an aggregate of 3,075,000 Units pursuant to the Offering. The Company was exempt from the requirement to obtain a formal valuation or minority shareholder approval in connection with the participation in the Offering by such directors and officers in reliance of Sections 5.5(b) and 5.7(1)(a) of MI 61-101. A material change report will be filed in connection with the Offering less than 21 days in advance of the closing of the Offering, which the Company deems reasonable in the circumstances so as to be able to avail itself of potential financing opportunities and to complete the Offering in an expeditious manner.

Mr. Randy Reifel, Chairman, President and Chief Executive Officer of the Company, acquired 2,500,000 Units pursuant to the Offering. Following completion of the Offering, Mr. Reifel holds, directly and indirectly, an aggregate of 10,110,001 Common Shares, representing approximately 16.9% of the issued and outstanding Common Shares on an undiluted basis. Mr. Reifel also holds, directly, an aggregate of 500,000 stock options and an aggregate of 1,250,000 Warrants, entitling him to acquire an equal number of Common Shares. Assuming the exercise of all of Mr. Reifel's stock options and Warrants, an aggregate of 11,860,001 Common Shares will be, directly or indirectly, owned by Mr. Reifel, representing approximately 19.8% of the current issued and outstanding Common Shares on a partially-diluted basis. Mr. Reifel acquired the Units for investment purposes. He will review his holdings from time to time and may increase or decrease his position as future circumstances may dictate. The early warning report of Mr. Reifel, as required under National Instrument 62-103, contains additional information with respect to the foregoing matters and will be filed under the Company's SEDAR+ profile at www.sedarplus.ca.

For further information, contact Mr. Reifel at the following address and phone number: Suite 201, 1512 Yew Street, Vancouver, BC V6K 3E4 (604) 731-2219.

The securities to be issued under the Offering have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and were not to be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in the United States or in any other jurisdiction in which such offer, solicitation or sale would be unlawful.

For more information on Gunpoint, please visit our website at www.gunpointexploration.com or contact Randy Reifel, President at (604) 731-2219.

GUNPOINT EXPLORATION LTD.

"P. Randy Reifel"

President

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.

Cautionary Note Regarding Forward-Looking Statements:

Certain statements contained in this news release constitute forward-looking Information under applicable Canadian securities laws, including, without limitation, statements with respect to the planned use of proceeds from the Offering. These statements relate to future events or future performance. The use of any of the words "could", "intend", "expect", "believe", "will", "projected", "estimated" and similar expressions and statements relating to matters that are not historical facts are intended to identify forward-looking information and are based on the Company's current belief or assumptions as to the outcome and timing of such future events. There can be no assurance that such statements will prove to be accurate, as the Company's actual results and future events could differ materially from those anticipated in these forward-looking statements as a result of the factors set forth in the section entitled "Risk and Uncertainties" in the Company's management's discussion and analysis for the nine months ended September 30, 2025, available under the Company's profile at www.sedarplus.ca. Actual future results may differ materially. Various assumptions or factors are typically applied in drawing conclusions or making the forecasts or projections set out in forward-looking information. Those assumptions and factors are based on information currently available to the Company. The forward-looking information contained in this news release is made as of the date hereof and the Company undertakes no obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable securities laws. Because of the risks, uncertainties and assumptions contained herein, investors should not place undue reliance on forward-looking information. The foregoing statements expressly qualify any forward-looking information contained herein.

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

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/276738

FAQ

How much did Gunpoint (CJIMF) raise in the December 2, 2025 private placement?

Gunpoint raised $3.35 million from the sale of 8,375,000 Units at $0.40 per Unit.

What does each Unit include in Gunpoint's (CJIMF) financing closed Dec 2, 2025?

Each Unit comprises one common share and one‑half of a common share purchase warrant exercisable at $0.60 until Dec 2, 2027.

How will Gunpoint (CJIMF) use proceeds from the $3.35M financing?

Proceeds are designated for exploration, development and property payments at the Talapoosa project and for working capital and corporate purposes.

Did insiders participate in Gunpoint's (CJIMF) December 2025 offering and how much?

Yes—directors and officers acquired an aggregate of 3,075,000 Units; CEO Randy Reifel acquired 2,500,000 Units.

What is the potential warrant dilution from Gunpoint's (CJIMF) offering?

The offering created up to 4,187,500 warrants (one‑half per Unit) exercisable at $0.60 through Dec 2, 2027.

When do the hold periods expire for securities issued in Gunpoint's (CJIMF) private placement?

The securities are subject to a four‑month plus one day hold period, expiring on April 3, 2026.