Red Pine Announces C$6.3 Million Private Placement of Units, Tranche 1 Flow-Through Units, and Tranche 2 Flow-Through Units

Red Pine Announces C$6.3 Million Private Placement of Units, Tranche 1 Flow-Through Units, and Tranche 2 Flow-Through Units

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

Red Pine Exploration Inc. (TSXV: RPX, OTCQB: RDEXF) (" Red Pine " or the " Company ") is pleased to announce that it has entered into an agreement with Haywood Securities Inc. (" Haywood "), as co-lead agent and sole bookrunner, on behalf of 3L Capital Inc. (" 3L Capital " and together with Haywood, the " Co-Lead Agents "), as co-lead agent, and a syndicate of agents (together with the Co-Lead Agents, the " Agents ") in connection with a private placement on a "best efforts" agency basis, for gross proceeds of up to $6,300,000 (the " Offering ").

The Offering will consist of any combination of (i) units of the Company (the " Units ") at a price of $0.20 per Unit (the " Issue Price "); (ii) tranche 1 flow-through units of the Company (the " Tranche 1 FT Units ") at a price of $0.235 per Tranche 1 FT Unit (the " Tranche 1 FT Issue Price "); and (iii) tranche 2 flow-through units of the Company (the " Tranche 2 FT Units " and together with the Units and Tranche 1 FT Units, the " Offered Securities ") at a price of $0.285 per Tranche 2 FT Unit (the " Tranche 2 FT Issue Price ").

Each Unit will consist of one common share in the capital of the Corporation (a " Common Share ") and one-half of one common share purchase warrant of the Corporation (each whole purchase warrant, a " Warrant "). Each Tranche 1 FT Unit will consist of one Common Share which will qualify as a "flow-through share" within the meaning of subsection 66(15) of the Income Tax Act (Canada) (the " Tax Act ") and one-half of one Warrant. Each Tranche 2 FT Unit will consist of one Common Share which will qualify as a "flow-through share" within the meaning of subsection 66(15) of the Tax Act and one-half of one Warrant. Each Warrant will entitle the holder to acquire one Common Share (a " Warrant Share ") at a price per Warrant Share of $0.250 for a period of 12 months from the Closing Date (as hereinafter defined).

The Company has granted Haywood an option, exercisable, in whole or in part, by Haywood giving notice to the Company at any time up to 48 hours prior to the closing date of the Offering, to sell up to an additional $945,000 in any combination of (i) Units at the Issue Price, (ii) Tranche 1 FT Units at the Tranche 1 FT Issue Price, and (iii) Tranche 2 FT Units at the Tranche 2 FT Issue Price.

The Offered Securities to be issued under the Offering will be offered by way of private placement in Canada and in such other jurisdiction(s) as may be agreed to between Red Pine and Haywood and will be subject to a hold period in Canada expiring four months and one day from the closing date of the Offering.

The gross proceeds from the sale of Tranche 1 FT Units and Tranche 2 FT Units 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) (the " Qualifying Expenditures ") related to the Company's projects in Canada. All Qualifying Expenditures will be renounced in favour of the subscribers of the Offered Securities effective December 31, 2023. The net proceeds from the sale of Units will be used by the Company for ongoing exploration at the Wawa Gold Project, working capital and general corporate purposes.

The Offering is expected to close on or about April 25, 2023 and is subject to certain closing conditions including, but not limited to, the receipt of all necessary approvals including the conditional listing approval of the TSX Venture Exchange and the applicable securities regulatory authorities. The Offering is subject to final acceptance of the TSX Venture Exchange.

In consideration for their services, the Company has agreed to pay the Agents 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 Securities sold under the Offering. Each Compensation Option is exercisable to acquire one common share of the Company at the Issue Price for a period of 24 months from the closing date of the Offering.

The Offered Securities 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 6,900 hectares in size. 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, qyarie@redpineexp.com

Or

Carrie Howes, Director Corporate Communications, (416) 644-7375, chowes@redpineexp.com

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 plans, intentions, beliefs and current expectations of the Company with respect to future business activities and operating performance.

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 potential for a hybrid pit and underground project". 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's expectations in connection with the projects and exploration programs being met, the impact of general business and economic conditions, global liquidity and credit availability on the timing of cash flows and the values of assets and liabilities based on projected future conditions, fluctuating gold prices, currency exchange rates (such as the Canadian dollar versus the United States Dollar), variations in ore grade or recovery rates, changes in accounting policies, changes in the Company's mineral reserves and resources, changes in project parameters as plans continue to be refined, changes in project development, construction, production and commissioning time frames, the possibility of project cost overruns or unanticipated costs and expenses, higher prices for fuel, power, labour and other consumables contributing to higher costs and general risks of the mining industry, failure of plant, equipment or processes to operate as anticipated, unexpected changes in mine life, seasonality and weather, costs and timing of the development of new deposits, success of exploration activities, permitting time lines, government regulation of mining operations, environmental risks, unanticipated reclamation expenses, title disputes or claims, and limitations on insurance.

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 annual information form, financial statements and related MD&A for the year ended July 31, 2022, and the interim financial reports and related MD&A for the period ended October 31, 2022, filed with the securities' regulatory authorities in certain provinces of Canada and available at www.sedar.com.

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.


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Red Pine Announces Proposed New Investment by Merk Investments LLC

Red Pine Announces Proposed New Investment by Merk Investments LLC

/ NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES /

Red Pine Exploration Inc. (TSXV: RPX, OTCQB: RDEXF) (" Red Pine " or the " Company "), further to its news releases of March 31, 2023, is pleased to announce that Merk Investments LLC (" Merk ") has expressed its interest in participating in the Company's previously announced private placement (the " Upsized Offering "). It is anticipated that Merk will purchase securities under the Upsized Offering such that it will own approximately 9.9% and 14.2% of the pro forma issued and outstanding shares of the Company, on a basic and partially diluted basis, respectively. Prior to the Upsized Offering, Merk did not own any securities of Red Pine.

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Red Pine Announces Resignation of Director

Red Pine Exploration Inc. (TSXV: RPX, OTCQB: RDEXF) (" Red Pine " or the " Company ") announces that Mr. Nils Engelstad, Alamos Gold Inc.'s ("Alamos") nominee on the Company's board of directors (the "Board"), has resigned as a member of the Board, effective April 4, 2023. Alamos will continue to have the right to nominate one member to the Board provided it continues to beneficially own at least 10% of the issued and outstanding common shares of the Company pursuant to the terms of its Investor Rights Agreement with the Company.

About Red Pine Exploration Inc.

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Red Pine Announces Upsize of Previously Announced Private Placement to C$6.8 Million

Red Pine Announces Upsize of Previously Announced Private Placement to C$6.8 Million

/ NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES /

Red Pine Exploration Inc. (TSXV: RPX, OTCQB: RDEXF) (" Red Pine " or the " Company ") is pleased to announce that it has entered into an amendment agreement with Haywood Securities Inc. (" Haywood "), as co-lead agent and sole bookrunner, on behalf of 3L Capital Inc. (" 3L Capital " and together with Haywood, the " Co-Lead Agents "), as co-lead agent, and a syndicate of agents (together with the Co-Lead Agents, the " Agents ") in connection with a private placement on a "best efforts" agency basis, to increase the size of the previously announced private placement to gross proceeds of up to $6,800,000 (the " Upsized Offering ").

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Red Pine Announces New Drilling Results & Further Extends Gold Mineralization above the Jubilee Shear - drills 3.50 g/t gold over 25.15 m including 36.48 g/t gold over 2.01 metres. Outlines Open Pit Exploration Target

Red Pine Announces New Drilling Results & Further Extends Gold Mineralization above the Jubilee Shear - drills 3.50 g/t gold over 25.15 m including 36.48 g/t gold over 2.01 metres. Outlines Open Pit Exploration Target

Red Pine Exploration Inc. ( TSXV: RPX, OTCQB: RDEXF ) ("Red Pine" or the "Company") is pleased to report new drilling results from its ongoing exploration program. The new results continue to indicate that broad zones of gold mineralization exist in the hanging wall of the Jubilee Shear in geological structures that were sparsely tested by historic drilling programs.

  • Minto B Shear located above the Jubilee Shear
    • Intersection of 3.50 g/t gold (or "Au") over 25.15 m in SD-22-415 (Figure 3) that includes:
      • High-grade gold in a quartz vein network transposed in the Minto B Shear that contains 36.48 g/t gold over 2.01 metres.
    • Intersection of 4.63 g/t gold over 10.80 m, including 16.44 g/t Au over 2.50 m in SD-22-413 (Figure 2) (see February 16, 2023 press release)
  • Extension of mineralized structures in the hanging wall of the Jubilee Shear (Figure 1)
    • 1.37 g/t gold over 7.10 m including 5.02 g/t gold over 0.99 m and 4.41 g/t gold over 4.41 m in the Minto C Shear

Quentin Yarie, President and CEO of Red Pine Exploration commented:

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Red Pine Exploration Inc. ( TSXV: RPX, OTCQB: RDEXF ) ("Red Pine" or the "Company") is pleased to report new drilling results from its continuing exploration program. The new results indicate that high-grade vein networks, comparable to the Surluga North Vein Network intersected in SD-22-396 (5.13 gt gold over 37.47 m), are present in the footwall of the Surluga; an area that was historically untested and wide open for resource expansion. (Figures 1 & 2)

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Warriedar Resources Managing Director Amanda Buckingham.

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Managing Director Amanda Buckingham shared the company’s plan to move the project forward with a three-fold strategy that includes finding more gold at Ricciardo, stepping out at the Golden Corridor and looking for additional resources.

“We will drill our main resource deposit called Ricciardo and then we will move out,” she said. "We have six deposits in what we are calling the Golden Corridor ... So we're (then) going to step out and drill into and below the resources in that corridor. And then the third important ingredient to our recipe for success is that we own 70 kilometres of the main belt, and we will go out looking for additional gold deposits along that main shear.

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 INN Interview Highlights Prismo Metals' Exploration in Palos Verdes , Los Pavitos , and Hot Breccia  Projects

INN Interview Highlights Prismo Metals' Exploration in Palos Verdes , Los Pavitos , and Hot Breccia Projects

(TheNewswire)

Prismo Metals Inc.

Investing News Network( INN)

During the Prospectors & Developers Association of Canada (PDAC) convention, the Investing News Network (INN), a premier source for resource and mining news and investor education, filmed interviews with experts and CEOs of leading companies. In a recent CEO Interview published on InvestingNews.com, Mari-Len DeGuzman interviewed Alain Lambert, the Executive Chairman of Prismo Metals (CSE:PRIZ) at PDAC. Lambert discussed updates and strategic plans for the company's silver, copper, and gold projects, including the latest on their collaboration with Vizsla Silver and forthcoming exploration efforts.

Strategic Collaboration and Exploration at Palos Verdes

Lambert reminded viewers that Palos Verdes, a silver prospect in Mexico, stands as one of Prismo Metals' flagship properties. Surrounded by Vizsla Silver Corp. (TSXV:VZLA) territory, which encompasses the remainder of the district, Prismo benefits from a strategic relationship with Vizsla. Following a recent $34 million bought deal closure by Vizsla, Lambert highlighted their ongoing collaboration, which includes a technical committee aimed at exploring the district's northeast.

With three successful drilling campaigns under their belt, Prismo Metals is preparing for a robust exploration program into Palos Verdes. Lambert expressed excitement about the upcoming fourth drilling campaign, which will extend into Vizsla's already permitted property, promising further insights into the prospect's potential.

Los Pavitos and Hot Breccia: Expanding Exploration Horizons

In addition to Palos Verdes, Prismo Metals is making waves with their Los Pavitos gold prospect, spanning over 5,300 hectares in the Sonora State, Mexico. The first drilling campaign in 2023 yielded exceptional results, extending the prospective zone significantly. Plans for geophysics and further drilling later this year are in place to capitalize on these findings.

Moreover, Lambert shed light on the Hot Breccia copper project in Arizona, poised to capture investors' attention. Awaiting drilling permits, Prismo anticipates initiating exploration on this property, situated in the heart of Arizona's copper belt. With historical data backing its potential, the focus will soon shift to twinning old holes, exploring the vast copper resources.

Investment Appeal and Future Focus

Addressing investors at PDAC, Lambert confidently positioned Prismo Metals as a compelling investment opportunity, drawing parallels with recent successes in the space, such as Hercules Silver Corp. (TSXV:BIG). With high expectations for the Hot Breccia project and continued exploration at Palos Verdes and Los Pavitos, Prismo Metals is dedicating substantial resources to uncover the next significant discovery.

As Prismo Metals gears up for a year filled with promising exploration activities and strategic collaborations, Lambert's message to investors is clear: keep a close eye on Prismo Metals. With a strong exploration strategy and potential for significant discoveries, Prismo Metals represents an intriguing opportunity in the mining sector.

For more insights on Primso Metals check INN's exclusive profile of the company:

https://investingnews.com/stocks/cse-priz/prismo-metals/

For complete coverage of The Prospectors & Developers Association of Canada (PDAC) 2024 visit: https://investingnews.com/pdac/

About the Investing News Network:

The Investing News Network (INN) is a leading source of independent news and educational content for investors. Since 2007, INN has been providing breaking news, analysis and expert commentary on the latest developments in the resources and mining, tech, and life science sectors. With a global network of reporters and analysts, INN is committed to providing accurate, timely and actionable information to investors.

For more information, please visit the Investing News Network website at InvestingNews.com .

Contact:

Chris Smith

CSO

Investing News Network

+1 (604) 688-8231

csmith@investingnews.com

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