Red Pine Completes the Consolidation of 100% of the Wawa Gold Project
NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES
NEWS RELEASE
Red Pine Completes the Consolidation of 100% of the Wawa Gold
Project
Toronto, Ontario – March 30, 2021 - Red Pine Exploration Inc. (TSX-V: RPX) ("Red Pine"
or the "Company") is pleased to announce that it has completed its previously announced
consolidation of the Wawa Gold Project through a definitive securities purchase agreement
with the holders (the “Vendors”) of the partnership interests in Citabar Limited
Partnership (“Citabar”). As a result, Red Pine now holds a 100% ownership interest in the
Wawa Gold Project located near Wawa, Ontari o (the “ Transaction”). Please see the news
releases of the Company dated February 23, 2021 and March 23, 2021 for further
information. All amounts in this press release are denominated in Canadian dollars.
The Company completed a private placement financing of subscription receipts (the
“Offering”), led by Haywood Securities Inc. (“Haywood”), on March 23, 2021, for gross
proceeds of $20,026,805. The proceeds were placed in escrow with the Company’s transfer
agent and were released upon satisfaction of the escrow release conditions, which included
the satisfaction of all conditions precedent to the Transaction. As a resul t, 37,567,400
subscription receipts of the Company were each automatically exchanged for one common
share of the Company , and 5,555,212 tranche 1 flow-through subscription receipts of the
Company (the “Tranche 1 FT Subscription Receipts”) and 4,496,403 tranche 2 flow -
through subscription receipts of the Company (the “Tranche 2 FT Subscription Receipts”
and together with the Tranche 1 FT Subscription Receipts, the “FT Subscription Receipts”)
were each automatically exchanged for the right (each, a “Right”) to subscribe for one
common share of the Company that qualifies as a “flow through” share within the meaning
of the Inc ome Tax Act (Canada) pursuant to subscription and renunciation agreements
entered into by the Company and the subscribers of the FT Subscription Receipts following
the issuance of the Rights. Following the transactions described above, a total of
47,619,015 common shares have been issued in connection with the Offering. The net
proceeds of the Offering are being used to satisfy the purchase price of the Transaction and
the terms of the Purchase Agreement. The Company paid aggregate fees of 6% of the gross
proceeds, being $1,189,008, and issued compensation warrants equal to 6% of the
securities sold in the Offering, or 2,825,640 compensation warrants, to the agents in the
Offering with each such compensation warrant being exercisable to acquire one common
share of the Company for a period of 24 months following the issuance thereof at a price of
$0.40 per share. The agents included Haywood, as lead agent and sole bookrunner, Eventus
Capital Inc. and INFOR Financial Inc. Please see the news releases of the Com pany dated
February 23, 2021 and March 23, 2021 for further information. The Offering is subject to
the final approval of the TSX Venture Exchange.
Pursuant to the terms of the Transaction, Red Pine satisfied the purchase price of
$12,605,396 through the payment of $11,341,315 in cash, the granting of a 2% net smelter
return royalty (the “NSR”) valued at $160,000 and the set-off of $1,104,081 payable to Red
Pine by the Vendors . 1.5% of the 2% NSR is subject to a buyback for a total cost of
$1,750,000. Red Pine elected to not issue any common shares to the Vendors in connection
with the Transaction.
Pursuant to the terms of the Transaction, Red Pine acquired the outstanding sec urity of
Wawa GP Inc., the general partner of Citabar, from 874253 Ontario Limited and the limited
partnership interest in Citabar from the Estate of Bernard C. Sherman. In acquiring all of
the outstanding securities of Citabar, Red Pine has consolidated 1 00% of the ownership
interest in the Wawa Gold Project.
Haywood acted as exclusive financial advisor to the Company with respect to the
Transaction and was paid an advisory fee of $400,000 plus applicable taxes and was issued
226,244 common shares of the Company as payment for certain financial advisory services
provided by Haywood during the term of its engagement. The common shares issued to
Haywood have a restricted period ending July 31, 2021.
The securities offered have not been registered under the United States Securities Act of
1933, as amended, and may not be offered or sold in the United States or to, or for the
account or benefit of, U.S. persons absent registration or an applicable exemption from
registration requirements. This release does not constitute an offer for sale of securities in
the United States.
Qualified Person
Quentin Yarie, P.Geo, Chief Executive Officer of Red Pine and a “Qualified Person” within
the meaning of National Instrument 43 -101 – Standards of Disclosure for Mineral Projects ,
has reviewed and approved the technical information in this news release. Pl ease see the
technical report entitled National Instrument 43 -101 Technical Report for the Wawa Gold
Project dated July 16, 2019 under the Company’s profile on www.SEDAR.com.
About Red Pine Exploration Inc.
Red Pine E xploration 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". Red Pine is currently focused on its Wawa Gold Project which
hosts a 235,000 ounce Indicated Resource (at 5.49 g/t Au) and a 471,000 ounce Inferred
Resource (at 5.40 g/t Au). The Wawa Gold Project is a 6,519 ha mineral exploration
property which hosts several historic mines and is situated within Ontario’s prolific
Michipicoten Greenstone Belt.
For more information about the Company visit www.redpineexp.com
Or contact:
Quentin Yarie, CEO, (416) 364-7024, [email protected]
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.
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. These
statements are only predictions and involve known and unknown risks, uncertainties and other factors that may
cause our or our industry’s actual results, levels of activity, performance or achievements to be materially
different from any future results, levels of activity, performance or achievements expressed or implied by th ese
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 release. The Company disclaims any intention or obligation to update or
revise any forward -looking information, whether as a result of new information, future events or otherwise,
other than as required by law.