Red Pine Exploration Inc. Announces Closing of C$3,779,722 Private Placement Financing and Welcomes Alamos Gold as a Strategic Investor
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Red Pine Exploration Inc. Announces Closing of C$3,779,722 Private Placement
Financing and Welcomes Alamos Gold as a Strategic Investor
NEWS RELEASE
Toronto, Ontario – December 31, 2019 – Red Pine Exploration Inc. (TSX-V: RPX) (“Red Pine” or
the “Company”) is pleased to announce that it has closed its previously announced brokered private
placement (the “Offering”), pursuant to which the Company has sold an aggregate of (i) 25,892,850
units (the “FT Units”) comprised of one “flow-through” common share (a “FT Share”) of the Company
and one -half of one non -flow-through c ommon share purchase warrant (each whole warrant, a
“Warrant”) at a price of C $0.035 per FT Unit for gross proceeds of C$906,249.75 and (ii) 82,099,214
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 C $0.035 per Non-FT Unit for gross proceeds of
C$2,873,472.49, for aggregate gross proceeds to Red Pine in the Offering of C$3,779,722.24. Each whole
Warrant is exercisable to acquire one common share at a price of C$0.05 per share for a period of 24
months following the closing date of the Offering . Each FT Share partially comprising the FT Units has
been issued on a “flow-through” basis within the meaning of such term in the Income Tax Act (Canada).
The Offering was led by Haywood Securities Inc. (the “Agent”). The Offering is subject to the final
approval of the TSX Venture Exchange.
Alamos Gold Inc. (TSX: AGI) (“Alamos”) has subscribed for 52,995,253 Non-FT Units at a purchase price
of C$1,854,833.86 as part of the Offering . Alamos now owns 52,995,253 common shares of the
Company, or 11.10% of it s issued and outstanding common shares on a n undiluted basis, and
52,995,253 common share purchase warrants, or 19.99% of its issued and outstanding common shares
on a partially diluted basis. Prior to the Offering, Alamos did not hold any common shares of Red Pine.
Alamos and the Company have entered into an invest or rights agreement, pursuant to which Alamos,
provided that it owns at least a 10% interest in the Company , will be granted certain investor rights
including but not limited to:
• Alamos will have the right to participate in future equity financings of the Company to maintain
its pro rata ownership prior to the equity financing. Alamos will have a one -time right, on the
first equity financing completed under the investor rights agreement, to increase its ownership
to 19.99% of the Company’s issued and outstanding common shares on a partially diluted basis.
• Alamos will have the right to appoint one member to the Company’s Board of Directors.
• Alamos will have the right to appoint two members to a newly created Exploration Committee,
with Red Pine having the right to appoint any number of members.
Quentin Yarie, CEO of Red Pine commented, “ The addition of Alamos as a strategic investor is a major
step in validating the Wawa Gold Project as a top tier exploration property, and further positions Red Pine
to deliver shareholder value through aggressive exploration. Alamos’ investment will allow us to continue
our exploration plans at the Wawa Gold Project, expanding known mineralization along strike and at
depth, while also identifying and evaluating new targets across the land package. We are excited to be
working with Alamos and are eager to learn from the exploration and operating experience they bring to
the project.”
Alamos has acquired the Red Pine shares for investment purposes, which will be evaluated and
increased or decreased from time to time at Alamos' discretion. A copy of the Alamos Early Warning
Report is available on SEDAR at https://www.sedar.com or can be requested by contacting Scott
Parsons, Vice-President, Investor Relations, at [email protected], 416-368-9932 (ext 5439) or
by mail at Broo kfield Place, 181 Bay Street, Suite 3910, Toronto, Ontario M5J 2T3. Alamos is
incorporated pursuant to the laws of the Province of Ontario. Its principal business is mining and
exploration. The head office address of Red Pine is Suite 1001, 145 Wellington Street West, Toronto,
Ontario, M5J 1H8.
The proceeds from the sale of the Securities will be used as set out in the press release of the Company
announcing the Offering dated December 10, 2019 and will include using the proceeds from the sale of
the FT Units for “Canadian exploration expenses” (within the meaning of the Income Tax Act (Canada))
in connection with the mineral exploration programs of Red Pine.
All of the securities issued or issuable, including the Compensation Options (as defined below) and all
underlying securities, in connection with the Offering are subject to a hold period expiring four months
and one day , or May 1, 2020, after the closing of the Offering and the issuance of such securities . In
consideration for its services, the Company has paid the Agent a cash commission in the amount of
C$226,783.33 equal to 6.0% of the gross proceeds from the Offering, and issued to the Agent 6,479,523
non-transferable options (“Compensation Options”) equal to 6.0% of the aggregate number o f
Securities issued under the Offering. The Compensation Options will be exercisable into Non-FT Units
of the Company at a price per Compensation Option of C$0.05 per Non-FT Unit for a period of 24 months
from the closing of the Offering.
Insiders of the Company acquired a total of 5,546,427 Securities in the Offering (the “Insider
Participation”), which is considered a related party transaction within the meaning of Multilateral
Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The
Company intends to rely on the exemptions from the valuation and minority shareholder approval
requirements of MI 61 -101 contained in Sections 5.5(b) and 5.7(1)(a), respectively, of MI 61 -101 in
respect of such Insider Participation.
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 applic able exemption from registration requirements. This release
does not constitute an offer for sale of securities in the United States.
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 64.5% interest in the Wawa Gold Project with Citabar LP holding the remaining
35.5% 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
Or contact:
Quentin Yarie, CEO, 1(416) 364-7024, [email protected]
Or Mia Boiridy, President, 1(416) 364-7024, [email protected]
Forward-Looking Information
This news release contains forward-l ooking statements. In some cases, you can identify forward-l ooking
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. Such
statements include our intended or expected use of proceeds of the Offering as set out in this news release.
These s tatements a re o nly predictions a nd i nvolve k nown a nd u nknown r isks, uncertainties a nd o ther
factors that may cause our or our actual r esults, levels o f activity, performance o r achievements to b e
materially different from any future 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 r elease. 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.
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.