StrikePoint Gold Inc. — Regulatory Filings 2025

Nov 19, 2025

FORM 51-102F3
MATERIAL CHANGE REPORT

ITEM 1. NAME AND ADDRESS OF COMPANY
StrikePoint Gold Inc. (the "Company")
Suite 3123 - 595 Burrard Street
PO Box 49139 Three Bentall Centre
Vancouver, BC V7X 1J1

ITEM 2. DATE OF MATERIAL CHANGE
November 18, 2025.

ITEM 3. NEWS RELEASE
News releases announcing the material change were disseminated on October 29, 2025, November 3, 2025 and November 18, 2025 through the facilities of a recognized newswire service and subsequently filed on the System for Electronic Document Analysis and Retrieval ("SEDAR+") at www.sedarplus.ca.

ITEM 4. SUMMARY OF MATERIAL CHANGE
On November 18, 2025 the Company closed its non-brokered private placement offered under the Listed Issuer Financing Exemption (the "LIFE Offering") pursuant to which the Company issued 20,797,460 units (each, a "Unit"), at a price of CAD $0.15 per Unit for gross proceeds of $3,119,619.

ITEM 5.1 FULL DESCRIPTION OF MATERIAL CHANGE
On November 18, 2025, the Company closed the LIFE Offering, pursuant to which the Company issued 20,797,460 Units, at a price of CAD $0.15 per Unit for gross proceeds of $3,119,619.

Each Unit consists of one common share of the Company (a "Common Share") and one Common Share purchase warrant of the Company (a "Warrant"). Each Warrant is exercisable into one Common Share at an exercise price of CAD $0.30 at any time on or before November 18, 2027.

The Units were sold pursuant to the listed issuer financing exemption under Part 5A of National Instrument 45-106 – Prospectus Exemptions (the "Listed Issuer Financing Exemption"). The securities offered under the LIFE Offering will not be subject to a hold period in accordance with applicable Canadian securities laws, provided that the Warrants issued under this LIFE Offering shall not be exercisable for a period of 60 days after the date of issue.

In connection with the LIFE Offering, the Company paid finders fees in the total amount of C$161,416.50 and issued 1,076,110 non-transferable warrants (the "Finder

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Warrants"). Each Finder Warrant entitles the holder thereof to purchase one Common Share at a price of C$0.30 at any time on or before November 18, 2027, which will be subject to a statutory hold period expiring four months and one day from the date of closing.

The Company intends to use the net proceeds raised from the LIFE Offering for exploration activities at its two Nevada-based projects, the Hercules Gold Project and the Cuprite Gold Project as well as general working capital purposes. The LIFE Offering closing remains subject to several prescribed conditions, including, without limitation, approval of the TSX-V.

Insiders of the Company subscribed for a total of 199,460 Units for aggregate gross proceeds of $29,919. The issuance of Units to insiders is considered a related party transaction subject to Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions. The Company intends to rely on exemptions from the formal valuation and minority shareholder approval requirements provided under sections 5.5(a) and 5.7(a) of Multilateral Instrument 61-101 on the basis that the participation in the LIFE Offering by the insiders will not exceed 25 per cent of the fair market value of the Company's market capitalization. No new insiders were created, nor any change of control occurred, as a result of the LIFE Offering closing.

ITEM 5.2 DISCLOSURE FOR RESTRUCTING TRANSACTION

Not applicable.

ITEM 6. RELIANCE ON SUBSECTION 7.1(2) OF NATIONAL INSTRUMENT 51-102

Not applicable.

ITEM 7. OMITTED INFORMATION

Not applicable.

ITEM 8. EXECUTIVE OFFICER

Contact: Michael G. Allen, Chief Executive Officer
Telephone: 604-602-1440

ITEM 9. DATE OF REPORT

November 18, 2025.