Red Pine Closes C$5.5 Million Bought Deal Financing
Red Pine Closes C$5.5 Million Bought Deal Financing
THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT INTENDED FOR
DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES
All monetary amounts are expressed in Canadian Dollars, unless otherwise indicated.
TORONTO, ONTARIO – September 29, 2022 – 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 financing, including partial exercise of the over-allotment option, comprised of (i) 7,693,000 common
shares of the Company (the “Offered Shares”) at a price of C$0.26 per Offered Share (the “Offered Share
Price”), and (ii) 11,726,599 flow-through common shares of the Company (the “FT Shares” and together
with the Offered Shares, the “Offered Securities”) at a price of C$0.30 per FT Share, for aggregate gross
proceeds to the Company of C$5,518,159.70 (the “Offering”).
The Offering was conducted on a “bought deal” basis by a syndicate of underwriters led by Haywood
Securities Inc. (“Haywood”), as lead underwriter and sole bookrunner, and including Canaccord Genuity
Corp. and Laurentian Bank Securities In c. (together with Haywood, the “Underwriters”). In consideration
for their services, the Underwriters received a cash commission equal to 6.0% of the gross proceeds of the
Offering and that number of non-transferable broker wa rrants equal to 6.0% of the number of Offered
Securities sold in the Offering. Each broker warrant is exercisable to purchase one common share of the
Company at an exercise price of $0.26 until September 29, 2024.
The Company plans to use the net proceeds from the sale of the Offered Shares for exploration and related
activities at the Company’s Wawa Gold Project and for working capital and general corporate purposes, as
described in the Prospectus (as defined below). The gross proceeds from the sale of the FT Shares will be
used by the Company to incur elig ible “Canadian Exploration Expenses” that will qualify as “flow-through
mining expenditures” as such terms are defined in the Income Tax Act (Canada) on the Wawa Gold Project,
as described in the Prospectus (as defined below).
Pursuant to the Investor Rights Agreement between the Company and Alamos Gold Inc. (“Alamos”) dated
December 31, 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 3,846,153 Offered Shares. Alamos now
owns and controls 26,560,536 common shares of the Company, representing approximately 19.4% of the
issued and outstanding common shar es of the Company on an undiluted basis. Please see the news
release of the Company dated December 31, 2019 for further information.
In addition to Alamos, certain other insiders of the Company purchased an ag gregate of 38,500 Offered
Shares under the Offering. Each of these transactions constitutes a “related party transaction” within the
meaning of TSX Venture Exchange Policy 5.9 (“ Policy 5.9”) and Multilateral Instrument 61-101 (“MI 61-
101”). The Company has relied on the exemptions from the formal valuation and minority shareholder
approval requirements of MI 61-101 (a nd Policy 5.9) contained in sections 5.5(a), 5.5(b), 5.7(1)(a), and
5.7(1)(b) 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 expected closing of the Offering, as the details and amounts of the
insider participation were not fi nalized until closer to the closing and the Company wished to close the
transaction as soon as practicable for sound business reasons.
The Offered Securities were offered by way of a shor t form prospectus filed in all provinces of Canada,
except Québec (the “Prospectus”). The Offered Shares were offered to U.S. buyers on a private placement
basis pursuant to available exemptions from the regi stration requirements of the United States Securities
Act of 1933, as amended (the “U.S. Securities Act”), and other jurisdictions outside of Canada provided
that no prospectus filing or comparable obligation arises.
The securities offered in the Offering have not been, nor will they be, registered under the U.S. Securities
Act and may not be offered or sold in the United States absent registration or an applicable exemption from
the registration requirements of the U.S. Securities Act, and application state securities laws.
The Offering, and the listing of the Offered Securities, is subject to final acceptance by the TSX Venture
Exchange
About Red Pine Exploration Inc.
Red Pine Exploration Inc. is a gold exploration company headquartered in Toronto, Ontario, Canada. The
Company's common shares trade on the TSX Venture Exchange under the symbol "RPX". 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. The Company’s Chairman of the Board is Paul Martin, the former CEO of Detour Gold.
The Board has extensive and diverse experience at su ch entities as Alamos, Barrick, Generation Mining,
Detour Gold and Paramount Gold Nevada Corp. 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 [email protected]
Neither the TSX Venture Exchange nor its Regulation Se rvices Provider (as that term is defined in the
policies of the TSX Venture Exchang e) accepts responsibility for the adequacy or accu racy of this press
release.
Cautionary Statement Regarding Forward-Looking Information
This News Release contains forward-looking statements. In some cases, you can identify forward-looking
statements by terminology such as "may", "should", "expects", "plans", "anticipates", "believes",
"estimates", "predicts", "potential" or "continue" or the negative of these terms or other comparable
terminology and in this news release includes statements regarding the receipt of final acceptance from the
TSX Venture Exchange for the Offering, the use of pr oceeds of the Offering and future plans of the
Company. These statements are only predictions and involve known and unknown risks, uncertainties and
other factors that may caus e our or our industry's actual results, levels of activity, performance or
achievements to be materially different from any futu re results, levels of activity, performance or
achievements expressed or implied by these forward-looking statements.
Although the Company believes that the assumptions and factors used in preparing the forward-looking
information in this news release are reasonable, undue reliance should not be placed on such information,
which only applies as of the date of this news releas e. The Company disclaims any intention or obligation
to update or revise any forward-looking information, w hether as a result of new information, future events
or otherwise, other than as required by law.