Home Debt instrument Gunpoint announces new directors, stock option grants and debt shares

Gunpoint announces new directors, stock option grants and debt shares

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Vancouver, British Columbia – (Newsfile Corp. – November 23, 2021) – Gunpoint Exploration Ltd. (TSXV: GUN) (“Gunpoint” or the “Company”) is pleased to announce the appointment of Anna Tudela, John Mackay, John Perston and Charlie Ronkos as directors of the Company, elected by the shareholders of the Company at its annual general meeting held on October 26, 2021.

Anna Tudela has over 30 years of experience working with public securities and corporate finance companies in Canada, the United States and South America. Ms. Tudela was Vice President of Diversity, Regulatory Affairs and Corporate Secretary of Goldcorp Inc. from 2005 to 2019. She is a director of the Canadian Center for Diversity and Inclusion. Ms. Tudela is also a Certified Director (CGI) and a Certified Global Competent Board Advisor.

John Mackay was executive chairman and chairman of Mosaic Capital Corp. until its acquisition in August 2021 for $ 277 million. Mr. Mackay is a lawyer and has been a strategic advisor and successful financier to start-up and established public and private companies for over 28 years.

John Perston is a professional geologist with 49 years of international experience in mineral exploration and contracts. Mr. Perston is a director of Chesapeake Gold Corp. and holds an MA in Geology from the University of London.

Charlie Ronkos has 43 years of exploration experience in the United States, Canada and Latin America. Mr. Ronkos has held senior positions at Goldcorp Inc., Glamis Gold and Premier Gold Mines Ltd. As Vice President Exploration, Mr. Ronkos is associated with the discovery of over 40 million ounces of gold and 1.4 billion ounces of silver.

Randy Reifel, President of Gunpoint, said: “I am very happy and welcome Anna Tudela, John Mackay, John Perston and Charlie Ronkos to the Gunpoint Board of Directors. Their wealth of knowledge, industry experience and diverse skills will serve to realize Talapoosa’s full potential and seek further project opportunities. The Company also expresses its gratitude to Daniel Kunz and Ian Robertson for their dedication and contributions as directors of the Company. We wish Daniel and Ian continued success in their future endeavors. “

Grant of stock options

The Company announces that it has granted 1,815,000 incentive stock options (“options”) to directors and officers under its stock option plan, at an exercise price of $ 0.60 per share for a period of five years. The options will vest and may be exercised on the basis of 25% per year as of November 23, 2022, the first anniversary of the date of the grant.

Debt actions

The Company is also pleased to announce that it has entered into agreements with Chesapeake Gold Corp. (“Chesapeake”) and Brant Investments Ltd. (“Brant”), a private company owned by Randy Reifel, to convert, respectively, $ 1,032,000 and $ 1,034,000, of outstanding debt into common shares of the Company (the “Debt Conversion”) at a price of $ 0.60 per share.

The debt to Chesapeake is a business loan in the principal amount of $ 1,032,000, unsecured and non-interest bearing. The debt to Brant is a loan in the principal amount of $ 700,000, unsecured and bearing interest at a rate of 5% per annum, for a total of $ 334,000.

Completion of the debt conversion is subject to acceptance by the TSX Venture Exchange and closing is expected to occur within five business days of receipt of such approval.

Debt swap is a “related party transaction” under Multilateral Instrument 61-101 – Protection of holders of minority securities in Special transactions (“MI 61-101”) because Chesapeake is a related party to Gunpoint as a shareholder owning more than 10% of the common shares of the Company and to Mr. Reifel as a director and officer of the Company. In accordance with sections 5.5 (a) and (b) and 5.7 (1) (a) of MI 61-101, the Company is exempt from obtaining a formal assessment and approval from the minority shareholders of the Company because the shares of the Company trades on the TSX Venture Exchange The exchange and fair market value of the debt conversion does not exceed 25% of the market capitalization of the Company.

The Company will file a material change report with respect to the debt conversion. However, the material change report will be filed less than 21 days before closing, which the Company considers reasonable in the circumstances.

About Gunpoint Exploration Ltd.

Gunpoint owns the Talapoosa project, an open pit heap leach gold deposit in Nevada. Talapoosa harbors over one million ounces of gold (in both Measured and Indicated Mineral Resource categories) which is scalable with district-wide potential. Gunpoint’s Mexican projects were optioned, providing cash flow and bullish stock yield.

For more information on Gunpoint, please visit our website at www.gunpointexploration.com or contact Randy Reifel at (604) 731-1094.

GUNPOINT EXPLORATION LTD.

“P. Randy Reifel”

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.

Caution regarding forward-looking statements:

Certain statements contained in this press release constitute forward-looking information under applicable Canadian securities laws, including, without limitation, statements regarding the acceptance of the debt conversion by the TSX Venture Exchange. , the planned completion of the debt conversion, the scalability of Talapoosa ounces of gold with district-wide potential and cash flow and update the return on equity of the optional Mexican projects of the society. These statements relate to future events or future performance. The use of any of the words “may”, “intend”, “expect”, “believe”, “will”, “intended”, “estimated” and similar expressions and statements relating to Questions that are not historical facts are intended to identify forward-looking information and are based on the Company’s current belief or assumptions about the outcome and timing of such future events. There can be no assurance that these statements will prove to be accurate, as the actual results and future events of the Company could differ materially from those anticipated in these forward-looking statements due to the factors set out in the section entitled “Risks and uncertainties” in the MD&A. of the Company for the nine-month period ended September 30, 2021, available under the Company’s profile at www.sedar.com. Actual future results may differ materially. Various assumptions or factors are generally applied in drawing conclusions or making forecasts or projections set out in the forward-looking information. These assumptions and factors are based on information currently available to the Company. The forward-looking information contained in this press release is made as of the date hereof and the Company assumes no obligation to update or revise any forward-looking information, whether it is ite new information, future events or otherwise, except as required by applicable securities laws. Due to the risks, uncertainties and assumptions contained in this document, investors should not place undue reliance on forward-looking information. The foregoing statements expressly qualify any forward-looking information contained herein.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/104828