Red Pine Exploration Inc. Announces Brokered Private Placement Financing
Not for distribution to United States newswire services or for dissemination in the United States
Red Pine Exploration Inc. Announces Brokered Private Placement Financing
NEWS RELEASE
December 10, 2019
Toronto, Ontario, Red Pine Exploration Inc. (TSX -V:RPX) (“Red Pine” or the “Company” ) announces that it
intends to offer for sale, on a brokered private placement basis, securities of the Company (the “Offering”)
consisting of (i) units comprised of one “flow-through” common share (a “FT Share”) of the Company (the
“FT Units”) and one half of one non-flow-through common share purchase warrant (each whole warrant, a
“Warrant”) with each whole Warrant being exercisable to acquire one common share at a price of $0.05 per
share for a period of 24 months following the closing date of the Offering at a price of $ 0.035 per FT Unit
and (ii) non-flow-through units of the Company (the “Non-FT Units” and together with the FT Units , the
“Securities”) with each Non-FT Unit being comprised of one common share (issued on a non-“flow-through”
basis) and one whole Warrant, at a price of $0.035 per Non-FT Unit, for aggregate gross proceeds to Red
Pine of a minimum of $2,000,000 (the “Minimum Proceeds”) and a maximum of $4,000,000 (the “Maximum
Proceeds”). Each FT Share partially comprising the FT Units will be i ssued on a “flow-through” basis within
the meaning of such term in the Income Tax Act (Canada ). Assuming the Minimum Proceeds are raised,
comprised of $1,000,000 of FT Units and $1,000,000 of Non -FT Units, the Company will issue 57,142,858
common shares and 42,857,1 44 Warrants. Assuming the Maximum Proceeds are raised, comprised of
$2,000,000 of FT Units and $2,000,000 of Non-FT Units, the Company will issue 114,285,715 common shares
and 85,714,288 Warrants. The Offering will be led by Haywood Securities Inc. (the “Agent”).
The proceeds derived from the sale of the FT Shares will be used for “Canadian exploration expenses” (within
the meaning of the Income Tax Act (Canada)) in connection with the mineral explo ration programs of Red
Pine. The proceeds derived from the sale of the Non -FT Units will be used for payment of certain expenses
of the Company and for exploration expenses. Please see the Use of Proceeds table below.
The Securities will be made available for subscription to all exi sting shareholders of Red Pine who held
Common Shares as of December 9, 2019 (the “Record Date” ), pursuant to the exist ing security holders
prospectus exemption available under Ontario Securities Commission Rule 45-501 - Ontario Prospectus and
Registration Exemptions (“Rule 501”) and equivalent provisions of applicable securities laws in other
jurisdictions of Canada (the “Existing Shareholder Exemption”), where available, and will be allocated on a
“first come, first served” basis so long as such allocation is within the principles of fair and equal treatment
set out in Rule 501 . Investors relying on the Existing Shareholder Exemption will be required, among other
things, to represent in writ ing certain requirements of the Existing Shareholder Exemption, including that
they were as of the Record Date, and continues to be, a shareholder of Red Pine. The aggregate acquisition
cost of securities of the Company to an investor relying on the Existing Shareholder Exemption cannot exceed
$15,000 unless that shareholder has obtained advice regarding suitability of the investment from a
registered investment dealer in the investor’s jurisdiction. FT Shares and Non-FT Units will also be available
under other exempti ons from the prospectus requirements under applicable securities laws, such as the
accredited investor exemption. The total number of Common Shares issuable pursuant to the Financing will
not be greater than 100% of the currently outstanding Common Shares of Red Pine.
If you are an existing shareholder of the Company as of the Record Date who is interested in participating in
the Offering, please contact Haywood Securities Inc. by email at [email protected], by telephone at (604)-
697-7126 or at the address below for further information . P articipation under the Existing Shareholder
Exemption will be open from the date of this news release until December 27, 2019, with all required
documentation to be provided to the Agent on or before such date. If you are a shareholder of Red Pine who
held Common Shares on the Record Date, please contact Haywood Securities Inc. on or before such date.
A portion of the Offering may be allocated to investors relying on the “accredited investor” or other
exemptions available to Red Pine under National Instrument 45 -106 – Prospectus Exemptions. While the
Company has not set any minimum gross proceeds that it must raise for the Offering to proceed, Red Pine
reserves the right to reject any subscriptions for less than $2,500 of securities because of the administrative
burden, so long as any such rejections do not contravene Rule 501 or equivalent legislation in other
jurisdictions where subscribers reside.
The proceeds from the Offering will be used by Red Pine in accordance with the proposed budget set out in
the Use of Proceeds table below. The Offering will only close if the Minimum Proceeds are raised. If more
than the Minimum Proceeds are raised, all additional funds up to the Maximum Proceeds will be used as set
out in the Use of Proceeds table below. The O ffering of the Securities will be comprised of a minimum of
$1,000,000 of Non-FT Units.
USE OF PROCEEDS
CORPORATE ADMINISTRATIVE EXPENSES Minimum Offering Maximum Offering
12 months (Jan - Jun 2020) 12 months (Jan - Dec 2020)
Management fees & consulting (CEO & CFO) 97,500* 195,000*
Shareholder communications (incl. IR activities) 30,000 60,000
Audit fees 20,000 40,000
Professional fees 36,000 72,000
Public company fees (incl. SEDAR, TSX-V, AGM) 13,750 27,500
Insurance - D&O, CGL 7,500 15,000
Transfer agent 2,100 4,200
Office rent 5,500 11,000
Telecommunications 4,000 8,000
General Office 7,500 15,000
Total 223,750 447,700
PROJECT EXPENDITURES
12 months (Jan - Jun 2020) 12 months (Jan - Dec 2020)
Drilling 1,496,250 2,992,500
Trenching 186,000 372,000
Contingency 93,900 187,800
Total 1,682,250 3,364,500
GRAND TOTAL - 12 Month expenditures 2020 2,000,000 $4,000,000
*No more than 25% of the aggregate amount raised in the Offering from the sale of Non- FT Units will be used to pay salaries.
Although Red Pine intends to use the proceeds of the Offering as described above, the actual allocation of net proceeds may vary
from the uses set forth above, depending on how future operations unfold, unforeseen events or adjustments in accordance with
prudent business practices.
Certain insiders of Red Pine may participate in the Offering ; however, the total participation by insiders is
not expected to exceed 25% of the Offering. The Company will pay a commission to Haywood Securities Inc.
comprised of cash and securities of the Company in consideration of it leading the Offering.
The terms of the Offering were developed in part by reference to the TSX Venture Exchange (the “TSXV”)
Discretionary Waivers of $0.05 Minimum Pricing Requirement Bulletin dated April 7, 2014. Completion of
the Offering is subject to Red Pine successfully identifying participating investors and obtaining final approval
from the TSXV.
All of the S ecurities issuable in connection with the Offering will be subject to a hold period expiring four
months and one day after the date of issuance of the Securities.
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.
It is anticipated that the closing of the Offering will occur on or prior to December 31, 2019. Red Pine will
update shareholders when the Offering has been completed and TSXV final approval has been received.
About Red Pine Exploration Inc.
Red Pine Exploration Inc. is a gold and base-metals exploration company headquartered in Toronto, Ontario,
Canada. The Company's common shares trade on the TSX Venture Exchange under the symbol "RPX". Red
Pine has a 60% interest in the Wawa Gold Project with Citabar LP holding the remaining 40% interest. Red
Pine is the Operating Manager of the Project and is focused on expanding the existing gold resource on the
property.
For more information about the Company visit www.redpineexp.com.
Contact:
Haywood Securities Inc.
Michelle Jankovich, Vice President, Equity Capital Markets (604)-697-7126, [email protected]
Red Pine Exploration Inc.
Quentin Yarie, Chief Executive Officer, (416) 364-7024, [email protected]
Mia Boiridy, President, (416) 364-7024, [email protected]
1001-145 Wellington Street West
Toronto, Ontario
M5J 1H8
Forward Looking Information
This News Release contains forward-looking statements including, but not limited to, the anticipated size of
the Offering, the anticipated closing date of the Offering, the receipt of final approval of the TSXV, the
participation by insiders in the Offering, the payment of fees to certain finders in respect of the Offering, the
use of proceeds from the Offering and its defense to litigation by a former officer of the Company . 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 o ur 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 these forward-looking statements.
Although Red Pine 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. Red Pine 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.
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.