Gunpoint Exploration Ltd. announced it has signed an option and earn-in agreement with Newcrest Resources Inc. to explore Gunpoint's Appaloosa property, located in Nevada, USA. Appaloosa is an underexplored 7 kilometer long mineralized structural zone situated within Gunpoint's Talapoosa gold-silver project's ("Talapoosa") large land package in central Nevada. Appaloosa hosts a broad and extensive hydrothermal system that is subparallel and 1 kilometer northeast of the Talapoosa trend.

Zones of silicification extend up to 300-400 meters wide. The presence of low temperature silica flooding over a large area with low temperature quartz veining and stockwork are indications of the top of a major quartz adularia precious metal system. Under the terms of the Agreement, Newcrest has the right to acquire, in multiple stages, up to a 75% interest in Appaloosa for cumulative exploration and development expenditures of USD35 million, cash payments totaling USD 5 million to Gunpoint and completing a minimum indicated resource estimate of 1.0 million gold ounces.

Terms of Earn-In Agreement: The earn-in phase consists of three stages whereby Newcrest can earn up to a 75% interest in Appaloosa over an eight year period. Newcrest will act as manager during the earn-in phase. Stage 1 Phase: Newcrest may elect to earn a 51% interest by providing a cash payment to Gunpoint of USD 1.5 million and funding USD 10.0 million in exploration expenditures over 3 years.

The Stage 1 Phase may be extended by Newcrest for one year on payment to Gunpoint of USD 250,000 or for force majeure. Stage 2 Phase: Upon Newcrest's election, Newcrest may earn an additional 14% interest for a total of 65% by making a cash payment to Gunpoint of USD 1.0 million and spending an additional USD 23.0 million over 3 years in exploration expenditures (total of USD 35.0 million). To earn the additional 14% interest, Newcrest is required to spend USD 5.0 million in exploration expenditures per twelve month period during the 3 years.

If Newcrest does not make such election or does not earn the additional 14% interest in Appaloosa in Stage 2, then Newcrest's interest will decrease to 49% and Gunpoint will have the right to elect to purchase the 49% interest for Fair Value. The Stage 2 Phase may be extended by Newcrest for one year on payment to Gunpoint of USD 250,000 or for force majeure. Stage 3 Phase: If Newcrest elects to proceed to the Stage 3 Phase of the earn-in, it will make a USD 1.5 million cash payment to Gunpoint and have the right to earn an additional 10% interest (75% total) by delivering a JORC or National Instrument 43-101 compliant indicated mineral resource of at least 1.0 million ounces gold.

The Stage 3 Phase may be extended by Newcrest for one year on payment to Gunpoint of USD 250,000 or for force majeure. Purchase Option: If Newcrest has earned a 75% interest in Appaloosa, Newcrest will have the option, within 120 days, to acquire Gunpoint's remaining 25% interest for the greater of Fair Value and USD 25.0 million. Additional Terms: The Agreement contains the following additional terms: A joint venture will be formed by Newcrest and Gunpoint when Newcrest acquires its 51% interest in the Project; After the earn-in Phase, funding will be pro rata, however, prior to a decision to mine, a party may elect to dilute instead of providing funding in which case straight line dilution shall apply, otherwise a failure to meet cash calls will result in an event of default which may be remedied by accelerated dilution.

If a party has less than a 10% interest, then this interest is converted to a 2% NSR. The non-diluting party has a right of first refusal on the 2% NSR; Both parties have a right of first refusal on a sale of the other party's interest in Appaloosa; During the earn-in phase, Gunpoint may not grant a royalty or stream financing at Appaloosa. After the earn-in phase, provided Newcrest has earned a 65% interest in Appaloosa, Newcrest has a right of first refusal on any royalty or stream at Appaloosa that Gunpoint seeks to grant; Newcrest has a right of first refusal on a sale, earn-in, royalty or stream at Talapoosa sought to be entered into by Gunpoint during the earn-in phases and additionally while Newcrest owns at least a 51% interest in Appaloosa. If Newcrest exercises this right, it must pay to Gunpoint 105% of the price offered by the third party.