Vancouver, British Columbia–(Newsfile Corp. – February 19, 2026) – West Point Gold Corp. (TSXV: WPG) (OTCQB: WPGCF) (FSE: LRA0) (“West Point Gold” or the “Company”) is pleased to announce the closing of its previously announced “commercially reasonable efforts” private placement for aggregate gross proceeds of approximately C$25 million (the “Offering“) for 22,727,300 common shares (the “Shares“) at an issue price of C$1.10 per Share (the “Issue Price“) with SCP Resource Finance LP, as lead agent, together with ATB Cormark Capital Markets, Red Cloud Securities Inc., Paradigm Capital Inc. and Canaccord Genuity Inc. (collectively, the “Agents“).
As consideration for their services, the Agents received an aggregate cash commission of C$837,470, which is equal to 5% of the gross proceeds of the Offering, other than Shares sold to purchasers on the Company President’s List, which were subject to a reduced cash commission of 2%. Each of SCP Resource Finance LP and Red Cloud Securities Inc. elected to receive 50% of their cash commission in Shares, representing 264,162 Shares at the Issue Price (“Agent Option Shares“). The Agents were also paid an advisory fee of C$34,741. As additional consideration for their services, the Agents were also issued 1,045,456 broker warrants (“Broker Warrants“) equal to 5% of Shares sold, except that no broker warrants were issued for Shares sold to purchasers on the President’s List. Each Broker Warrant issued is exercisable to purchase one Share at the Issue Price until February 19, 2028 (“Broker Warrant Shares“).
The Company intends to use the net proceeds from the Offering for exploration and advancement of the Company’s Gold Chain Project in Arizona, USA, and for general corporate and working capital purposes.
All Shares, including the Agent Option Shares, and Broker Warrants and Broker Warrant Shares issued under the Offering are subject to a statutory hold period in accordance with applicable Canadian securities laws, expiring June 20, 2026. The Offering remains subject to the final acceptance of the TSX Venture Exchange.
Directors of the Company including Andrew Bowering, Anthony Paterson and Conrad Nest participated in the Offering and acquired 659,600 Shares for C$725,560. The participation of these insiders in the Offering constitutes a Related Party Transaction within the meaning of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101“). The board of directors of the Company, with Messrs. Bowering, Paterson and Nest abstaining, determined that the transaction is exempt from the formal valuation and minority shareholder approval requirements based on the exemptions contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 for the related party transaction, as neither the fair market value of securities issued to the insiders nor the consideration paid by the insiders exceeded 25 percent of the Company’s market capitalization. The Company did not file a material change report in respect of the transaction 21 days in advance of the closing of the Offering because insider participation had not previously been confirmed and the shorter period was necessary in order to permit the Company to close the Offering in a timeframe consistent with usual market practice for transactions of this nature.
About West Point Gold Corp. West Point Gold Corp. (formerly Gold79 Mines Ltd.) is a publicly listed company focused on gold discovery and development at four prolific Walker Lane Trend projects covering Nevada and Arizona, USA. West Point Gold is focused on developing a maiden resource at its Gold Chain project in Arizona, while JV partner Kinross is advancing the Jefferson Canyon project in Nevada.
For further information regarding this press release, please contact: Aaron Paterson, Corporate Communications Manager Phone: +1 (778) 358-6173 Email: info@westpointgold.com
FORWARD-LOOKING STATEMENTS: Certain statements contained in this press release constitute forward-looking information. These statements relate to future events or future performance. Forward-looking statements include estimates and statements that describe the Company’s future plans, objectives or goals, including words to the effect that the Company or management expects a stated condition or result to occur. 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 including, among others, assumptions about future prices of gold, silver, and other metal prices, currency exchange rates and interest rates, favourable operating conditions, political stability, obtaining government approvals and financing on time, obtaining renewals for existing licenses and permits and obtaining required licenses and permits, labour stability, stability in market conditions, availability of equipment, availability of drill rigs, and anticipated costs and expenditures. The Company cautions that all forward-looking statements are inherently uncertain, and that actual performance may be affected by a number of material factors, many of which are beyond the Company’s control. Such factors include, among other things: risks and uncertainties relating to West Point Gold’s ability to complete any payments or expenditures required under the Company’s various option agreements for its projects; and other risks and uncertainties relating to the actual results of current exploration activities, the uncertainties related to resources estimates; the uncertainty of estimates and projections in relation to production, costs and expenses; risks relating to grade and continuity of mineral deposits; the uncertainties involved in interpreting drill results and other exploration data; the potential for delays in exploration or development activities; uncertainty related to the geology, grade and continuity of mineral deposits; the possibility that future exploration, development or mining results may vary from those expected; statements about expected results of operations, royalties, cash flows, financial position may not be consistent with the Company’s expectations due to accidents, equipment breakdowns, title and permitting matters, labour disputes or other unanticipated difficulties with or interruptions in operations, fluctuating metal prices, unanticipated costs and expenses, uncertainties relating to the availability and costs of financing needed in the future and regulatory restrictions, including environmental regulatory restrictions. The possibility that future exploration, development or mining results will not be consistent with adjacent properties and the Company’s expectations; operational risks and hazards inherent with the business of mining (including environmental accidents and hazards, industrial accidents, equipment breakdown, unusual or unexpected geological or structural formations, cave-ins, flooding and severe weather); metal price fluctuations; environmental and regulatory requirements; availability of permits, failure to convert estimated mineral resources to reserves; the inability to complete a feasibility study which recommends a production decision; the preliminary nature of metallurgical test results; fluctuating gold prices; possibility of equipment breakdowns and delays, exploration cost overruns, availability of capital and financing, general economic, political risks, market or business conditions, regulatory changes, timeliness of government or regulatory approvals and other risks involved in the mineral exploration and development industry, and those risks set out in the filings on SEDAR+ made by the Company with securities regulators. Although the Company believes that the assumptions and factors used in preparing the forward-looking information in this corporate press release are reasonable, undue reliance should not be placed on such information, which only applies as of the date of this news release, and no assurance can be given that such events will occur in the disclosed time frames or at all. The Company expressly disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, other than as required by applicable securities legislation.
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.
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