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Ridgeline Minerals Closes $4.1 Million Private Placement All dollars are Canadian

Financings

Ridgeline Minerals Closes $4.1 Million Private

Placement

All dollars are Canadian unless otherwise noted

Vancouver, British Columbia--(Newsfile Corp. - February 13, 2025) - Ridgeline Minerals Corp. (TSXV:

RDG) (OTCQB: RDGMF) (FSE: 0GC0) ("

Ridgeline

" or the "

Company

") is pleased to announce that in

connection with its previously announced non-brokered private placement (

see

January 22, 2025 and

January 31, 2025 news release

) the Company has closed its private placement for 27,562,983 units

(the "Units"), at a price of $0.15 per Unit, for aggregate gross proceeds of $4,134,447 (the "Private

Placement").

Each Unit consists of one common share (a "Share") of the Company and one-half of one non-

transferable share purchase warrant (each a whole warrant a "Warrant").

Each Warrant entitles the

holder to purchase one additional Share of the Company at a price of $0.25 per share until February 13,

2027.

The proceeds from the sale of the Private Placement will be used to fund exploration activities at the

Company's projects in Nevada and for general working capital. In connection with the Private Placement,

the Company has paid aggregate cash finders' fees of $67,200.

All securities issued pursuant to the Private Placement will be subject to a statutory four month and one

day hold expiring on June 14, 2025.

Insiders of the Company participated in the Offering for an aggregate amount of 233,000 Units. Such

participation is considered a related party transaction within the meaning of Multilateral Instrument 61-

101 -

Protection of Minority Security Holders in Special Transactions

("

MI 61-101

").

In completing such

transaction, Ridgeline relied on the applicable exemptions from the valuation requirement and minority

security holder approval requirements available under Sections 5.5(a) and 5.7(a) of MI 61-101,

respectively, on the basis that the participation in the Offering by insiders did not exceed 25% of the

Company's market capitalization

This news release does not constitute an offer to sell or solicitation of an offer to sell any

securities in the United States.

The securities have not been and will not be registered under

the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state

securities laws and may not be offered or sold within the United States or to U.S. Persons

unless registered under the U.S. Securities Act and applicable state securities laws or an

exemption from such registration is available.

About Ridgeline Minerals Corp.

Ridgeline Minerals is a discovery focused precious and base metal explorer with a proven management

team and a 200 km

2

exploration portfolio across seven projects in Nevada, USA. The Company is a

hybrid explorer with a mix of 100%-owned exploration assets (Big Blue, Atlas, Bell Creek & Coyote) as

well as two earn-in exploration agreements with Nevada Gold Mines at its Swift and Black Ridge

projects and a third earn-in with South32 at its Selena project. More information about Ridgeline can be

found at

www.ridgelineminerals.com

.

On behalf of the Board

"Chad Peters"

President & CEO

Further Information:

Chad Peters, P.Geo.

President, CEO & Director

Ridgeline Minerals Corp.

+1 775 304 9773

[email protected]

Neither the TSX Venture Exchange nor its Regulation Service Provider (as that term is defined

in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or

accuracy of this press release.

Cautionary Note regarding Forward Looking Statements

Statements contained in this press release that are not historical facts are "forward-looking

information" or "forward-looking statements" (collectively, "Forward-Looking Information") within the

meaning of applicable Canadian securities legislation and the United States Private Securities

Litigation Reform Act of 1995. Forward-Looking statements in this release, for example include but

are not limited to: the general use of proceeds, that the Company will carry out exploration on its

Nevada properties. The words "potential", "anticipate", "meaningful", "discovery", "forecast", "believe",

"estimate", "expect", "may", "will", "project", "plan", "historical", "historic" and similar expressions are

intended to be among the statements that identify Forward-Looking Information. Forward-Looking

Information involves known and unknown risks, uncertainties and other factors which may cause the

actual results to be materially different from any future results expressed or implied by the Forward-

Looking Information. In preparing the Forward-Looking Information in this news release, Ridgeline has

applied several material assumptions, including, but not limited to, the current objectives concerning

the Company's projects can be achieved and that its other corporate activities will proceed as

expected; that general business and economic conditions will not change in a materially adverse

manner; and that all requisite information will be available in a timely manner. Forward-Looking

Information involves known and unknown risks, uncertainties and other factors which may cause the

actual results, performance, or achievements of Ridgeline to be materially different from any future

results, performance or achievements expressed or implied by the Forward-Looking Information.

Such risks and other factors include, among others, risks related to dependence on key personnel;

risks related to unforeseen delays; risks related to historical data that has not been verified by the

Company; as well as those factors discussed in Ridgeline's public disclosure record. Although

Ridgeline has attempted to identify important factors that could affect Ridgeline and may cause actual

actions, events, or results to differ materially from those described in Forward-Looking Information,

there may be other factors that cause actions, events or results not to be as anticipated, estimated or

intended. There can be no assurance that Forward-Looking Information will prove to be accurate, as

actual results and future events could differ materially from those anticipated in such statements.

Accordingly, readers should not place undue reliance on Forward-Looking Information. Except as

required by law, Ridgeline does not assume any obligation to release publicly any revisions to

Forward-Looking Information contained in this news release to reflect events or circumstances after

the date hereof or to reflect the occurrence of unanticipated events.

Not for dissemination in the United States or through U.S. newswires

To view the source version of this press release, please visit

https://www.newsfilecorp.com/release/240899