Red Pine Closes C$11,000,358 “Bought Deal” Private Placement
NEWS RELEASE
/ NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR
FOR DISSEMINATION IN THE UNITED STATES /
RED PINE CLOSES C$11,000,358 “BOUGHT DEAL” PRIVATE PLACEMENT
Toronto, ON, October 1, 2024 – Red Pine Exploration Inc. (TSXV: RPX, OTCQB: RDEXF)
(“Red Pine” or the “ Company”) is pleased to announce that it has closed its previously
announced “bought deal” private placement offering (the “Offering”) for gross proceeds of
C$11,000,358, including the exercise in full of the Underwriters’ Option (as defined in the
press release of the Company dated September 5, 2024 ). The Offering consisted of (i)
33,336,000 common shares (the “ Non-FT Shares”) of the Company at a price of C$0.090
per Non-FT Share, (ii) 28,572,000 tranche 1 flow-through common shares (the “Tranche
1 FT Shares ”) of the Company at a price of C$0. 105 per Tranche 1 FT Share, and (ii i)
39,683,000 tranche 2 flow -through common shares (the “ Tranche 2 FT Shares ” and
together with the Non- FT Shares and Tranche 1 FT Shares, the “ Offered Shares”) of the
Company at a price of C$0.126 per Tranche 2 FT Share.
The Offering was conducted on a “bought deal” basis by a syndicate of underwriters led by
Haywood Securities Inc. (“ Haywood”) as co-lead underwriter and sole bookrunner, and
including Research Capital Corporation, as co -lead underwriter (together with Haywood,
the “Underwriters”).
The gross proceeds from the sale of Tranche 1 FT Shares and Tranche 2 FT Shares 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) and “eligible Ontario exploration expenditures” as defined in the Taxation Act,
2007 (Ontario) (collectively, the “Qualifying Expenditures ”) related to the Company ’s
projects in Ontario . All Qualifying Expenditures will be renounced in favour of the
subscribers of the Tranche 1 FT Shares and Tranche 2 FT Shares effective December 31,
2024. The net proceeds from the sale of Non- FT Shares will be used by the Company for
general working capital and corporate purposes, and for exploration at the Wawa Gold
Project in Ontario.
In consideration for their services, the Underwriters received a cash commission equal to
6.0% of the gross proceeds from the Offering and that number of non- transferable
compensation options (the “Compensation Options”) as is equal to 6.0% of the aggregate
number of Offered Shares sold under the Offering. Each Compensation Option is
exercisable to acquire one common share of the Company at a price equal to C$0.090 for a
period of 24 months from the closing date of the Offering.
The Offering was made by way of private placement in Canada. The securities issued under
the Offering are subject to a hold period in Canada expiring four months and one day from
the closing date of the Offering. The Offering is subject to final acceptance of the TSX
Venture Exchange.
Pursuant to the Investor Rights Agreement between the Company and Alamos Gold Inc.
(“Alamos”) dated December 20, 2019, Alamos has exercised its right to maintain its pro
rata ownership interest of the Company’s common shares on a partially diluted basis,
purchasing 13,763,530 Non-FT Shares at a price of C$0.09 per share for a total purchase
price of C $1,238,717.70 (the “ Alamos Transaction”). Prior to the closing of the Alamos
Transaction, Alamos held 25,837,536 common shares and no other securities of Red Pine,
representing a securityholding percentage of approximately 13.55%, on an undiluted
basis. Following the closing of the Alamos Transaction, Alamos has beneficial ownership
of, or control and direction over , 39,601,066 common shares of Red Pine , representing a
securityholding percentage of approximately 13.55%, on an undiluted basis. Alamos
acquired the Non-FT Shares for investment purposes, which investment will be evaluated
and may be increased or decreased from time to time at Alamos ’ discretion. A copy of
Alamos’ early warning report will be available on Red Pine’s SEDAR+ profile available at
www.sedarplus.ca or can be requested by contacting Scott K. Parsons, Senio r Vice
President, Corporate Development and Investor Relations, at [email protected],
416-368-9932 (ext. 5439) or by mail at Brookfield Place, 181 Bay Street, Suite 3910,
Toronto, Ontario M5J 2T3. Please see the news release of the Company dated December 31,
2019 for further information in respect of the Investor Rights Agreement.
The purchase of securities by certain insiders of the Company constitutes a “related party
transaction” within the meaning of TSX Venture Exchange Policy 5.9 and Multilateral
Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI
61-101”). The Company has relied on the exemptions from the valuation and minority
shareholder approval requirements of MI 61 -101 contained in sections 5.5(a) and
5.7(1)(a) of MI 61-101 in respect of such insider participation. The Company did not file a
material change report more than 21 days before the clo sing of the Offering because the
details of the insider participation were not finalized until closer to the closing and the
Company wished to close the Offering as soon as practicable for sound business reasons.
The Offered Shares 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 7000 hectares in size. Red Pine is building a
strong position as a mineral exploration and development player in the Michipicoten
region.
For more information about the Company, visit www.redpineexp.com
Or contact:
Michael Michaud, President and CEO, at (416) 364-7024 or [email protected]
Or
Carrie Howes, Director Corporate Communications, at (416) 644 -7375 or
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in
policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of
this release.
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 completion of
the Offering. 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 Company’s intended use of proceeds of the Offering, including its intent
to incur Qualifying Expenditures . 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 adverse 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 applying
the proceeds of the Offering differently than intended, the ability of the Company to obtain all
necessary consents and approvals required to complete the Offering including the final
approval of the TSX Venture Exchange, and the impact of general business and economic
conditions.
This information is qualified in its entirety by cautionary statements and risk factor disclosure
contained in filings made by the Company, including the Company’s financial statements and
related MD&A for the year ended July 31, 2023, and the interim financial reports and related
MD&A for the period ended April 30, 2024, filed with the securities’ regulatory authorities in
certain provinces of Canada and available at www.sedarplus.ca.
Should one or more of these risks or uncertainties materialize, or should 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 important 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 update this forward -looking information except as
otherwise required by applicable law.