Red Pine Announces Upsize of Previously Announced Private Placement to C$6.8 Million
NEWS RELEASE
/ NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR
FOR DISSEMINATION IN THE UNITED STATES /
RED PINE ANNOUNCES UPSIZE OF PREVIOUSLY ANNOUNCED PRIVATE
PLACEMENT TO C$6.8 MILLION
Toronto, Ontario – March 3 1, 202 3 - Red Pine Exploration Inc. (TSXV: RPX, OTCQB:
RDEXF) ("Red Pine" or the "Company") is pleased to announce that it has entered into an
amendment agreement with Haywood Securities Inc. (“ Haywood”), as co -lead agent and
sole bookrunner, on behalf of 3L Capital Inc. (“3L Capital” and together with Haywood, the
“Co-Lead Agents”), as co-lead agent, and a syndicate of agents (together with the Co-Lead
Agents, the “ Agents”) in connection with a private placement on a “best efforts” agency
basis, to increase the size of the previously announced private placement to gross proceeds
of up to $6,800,000 (the “Upsized Offering”).
The Upsized Offering will consist of any combination of (i) units of the Company (the
“Units”) at a price of $0.20 per Unit (the “ Issue Price”); (ii) tranche 1 flow -through units
of the Company (the "Tranche 1 FT Units") at a price of $0.235 per Tranche 1 FT Unit (the
“Tranche 1 FT Issue Price ”); and (iii) tranche 2 flow -through units of the Company (the
"Tranche 2 FT Units " and together with the Units and Tranche 1 FT Units, the “ Offered
Securities”) at a price of $0.285 per Tranche 2 FT Unit (the “Tranche 2 FT Issue Price”).
Each Unit will consist of one common share in the capital of the Company (a “Common
Share”) and one-half of one common share purchase warrant of the Company (each whole
purchase warrant, a “Warrant”). Each Tranche 1 FT Unit will consist of one Common Share
which will qualify as a “flow-through share” within the meaning of subsection 66(15) of the
Income Tax Act (Canada) (the “Tax Act”) and one-half of one Warrant. Each Tranche 2 FT
Unit will consist of one Common Share which will qualify as a “flow-through share” within
the meaning of subsection 66(15) of the Tax Act and one-half of one Warrant. Each Warrant
will entitle the holder to acquire one Common Share (a “ Warrant Share”) at a price per
Warrant Share of $0.250 for a period of 12 months from the closing date of the Upsized
Offering.
The Company has granted Haywood an option, exercisable, in whole or in part, by Haywood
giving notice to the Company at any time up to 48 hours prior to the closing date of the
Upsized Offering, to sell up to an additional $945,000 in any combination of (i) Units at the
Issue Price, (ii) Tranche 1 FT Units at the Tranche 1 FT Issue Price, and (i ii) Tranche 2 FT
Units at the Tranche 2 FT Issue Price.
The Offered Securities to be issued under the Upsized Offering will be offered by way of
private placement in Canada and in such other jurisdiction(s) as may be agreed to between
Red Pine and Haywood and will be subject to a hold period in Canada expiring four months
and one day from the closing date of the Upsized Offering.
The gross proceeds from the sale of Tranche 1 FT Units and Tranche 2 FT Units will be used
by the Company to incur eligible "Canadian exploration expenses" that will qualify as "flow-
through mining expenditures" as such terms are defined in the Income Tax Act (Canada)
(the " Qualifying Expen ditures") related to the Company's projects in Canada. All
Qualifying Expenditures will be renounced in favour of the subscribers of the Offered
Securities effective December 31, 2023. The net proceeds from the sale of Units will be used
by the Company for ongoing exploration at the Wawa Gold Project, working capital and
general corporate purposes.
The Upsized Offering is expected to close on or about April 25, 2023 and is subject to
certain closing conditions including, but not limited to, the receipt of all necessary
approvals including the conditional listing approval of the TSX Venture Exchange and the
applicable securities regulatory authorities. The Upsized Offering is subject to final
acceptance of the TSX Venture Exchange.
In consideration for thei r services, the Company has agreed to pay the Agents a cash
commission equal to 6.0% of the gross proceeds from the Upsized Offering and that
number of non -transferable compensation options (the “ Compensation Options”) as is
equal to 6.0% of the aggregate number of Offered Securities sold under the Upsized
Offering. Each Compensation Option is exercisable to acquire one common share of the
Company at the Issue Price for a period of 24 months from the closing date of the Upsized
Offering.
The Offered Securi ties have not been registered under the U.S. Securities Act of 1933, as
amended, and may not be offered or sold in the United States absent registration or an
applicable exemption from the registration requirements. This press release shall not
constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of
the securities in any State in which such offer, solicitation or sale would be unlawful.
About Red Pine Exploration Inc.
Red Pine Exploration Inc. is a gold exploration company headquartered in Toronto,
Ontario, Canada. The Company’s shares trade on the TSX Venture Exchange under the
symbol “RPX” and on the OTCQB Markets under the symbol “RDEXF”.
The Wawa Gold Project is in the Michipicoten Greenstone Belt of Ontario, a region that has
seen major investment by several producers in the last five years. Its land package hosts
numerous historic gold mines and is over 6,900 hectares in size. Led by Quentin Yarie, CEO,
who has over 25 years of experience in mineral exploration, Red Pine is strengthening its
position as a major mineral exploration and development player in the Michipicoten
region.
For more information about the Company, visit www.redpineexp.com
Or contact:
Quentin Yarie, President and CEO, (416) 364-7024, [email protected]
Or
Carrie Howes, Director Corporate Communications, (416) 644 -7375,
Cautionary Note Regarding Forward-Looking Information
This news release contains statements which constitute “forward -looking information”
within the meaning of applicable securities laws, including statements regarding the plans,
intentions, beliefs and current expectations of the Company with respect to future business
activities and operating performance.
Forward-looking information is often identified by the words “may”, “would”, “could”,
“should”, “will”, “intend”, “plan”, “anticipate”, “believe”, “estimate”, “expect” or similar
expressions. Forward-looking information contained in this news release includes but may
not be limited to:” the potential for a hybrid pit and underground project”. Investors are
cautioned that forward -looking information is not based on historical facts but instead
reflect management’s expectations, estimates or projections concerning future results or
events based on the opinions, assumptions and estimates of management considered
reasonable at the date the statements are made. Such opinions, assumptions and estimates
are inherently subject to a variety of risks and uncertainties that could cause actual events
or results to differ materially from those projected and undue reliance should not be placed
on such information, as unknown or unpredictable factors could have material a dverse
effects on future results, performance or achievements. Among the key factors that could
cause actual results to differ materially from those projected in the forward -looking
information are the following: the Company’s expectations in connection with the projects
and exploration programs being met, the impact of general business and economic
conditions, global liquidity and credit availability on the timing of cash flows and the values
of assets and liabilities based on projected future conditions, fluctuating gold prices,
currency exchange rates (such as the Canadian dollar versus the United States Dollar),
variations in ore grade or recovery rates, changes in accounting policies, changes in the
Company’s mineral reserves and resources, changes in p roject parameters as plans
continue to be refined, changes in project development, construction, production and
commissioning time frames, the possibility of project cost overruns or unanticipated costs
and expenses, higher prices for fuel, power, labour and other consumables contributing to
higher costs and general risks of the mining industry, failure of plant, equipment or
processes to operate as anticipated, unexpected changes in mine life, seasonality and
weather, costs and timing of the development of new deposits, success of exploration
activities, permitting time lines, government regulation of mining operations,
environmental risks, unanticipated reclamation expenses, title disputes or claims, and
limitations on insurance.
This information is qual ified in its entirety by cautionary statements and risk factor
disclosure contained in filings made by the Company, including the Company’s annual
information form, financial statements and related MD&A for the year ended July 31, 2022,
and the interim financial reports and related MD&A for the period ended October 31, 2022,
filed with the securities’ regulatory authorities in certain provinces of Canada and available
at www.sedar.com.
Should one or more of these risks or uncertainties materialize, or sho uld assumptions
underlying the forward -looking information prove incorrect, actual results may vary
materially from those described herein as intended, planned, anticipated, believed,
estimated or expected. Although the Company has attempted to identify im portant risks,
uncertainties and factors which could cause actual results to differ materially, there may
be others that cause results not to be as anticipated, estimated or intended. The Company
does not intend, and does not assume any obligation, to upda te this forward -looking
information except as otherwise required by applicable law.