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 ").

The Upsized 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 Company (a " Common Share ") and one-half of one common share purchase warrant of the Company (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 of the Upsized Offering.

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 Upsized 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 Upsized 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 Upsized 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 Upsized 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 Upsized 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 Upsized 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 Upsized 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 Upsized 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 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 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 ").

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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 Extends Gold Mineralization Within and Below the Jubilee Shear - Drills 5.07 g/t gold over 27.35 metres

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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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Grande Portage Announces Non-Brokered Private Placement Pursuant to the Listed Issuer Financing Exemption

Grande Portage Announces Non-Brokered Private Placement Pursuant to the Listed Issuer Financing Exemption

Not for distribution to United States newswire services or for dissemination in the United States.

Grande Portage Resources Ltd. (TSXV:GPG)(OTCQB:GPTRF)(FSE:GPB) ("Grande Portage" or the "Company") is pleased to announce a non-brokered private placement of up to 10,000,000 units (each, a "Unit") at a price of C$0.30 per Unit for aggregate gross proceeds of up to C$3,000,000 (the "Offering"). The Offering is being carried out pursuant to Part 5A of National Instrument 45-106 - Prospectus Exemptions (the "LIFE Exemption") to purchasers resident in Canada, and in jurisdictions outside of Canada in compliance with the applicable securities laws of those jurisdictions. The Company has an offering document (the "Offering Document") related to the Offering that can be accessed under Grande Portage's profile at www.sedarplus.ca and on the Company's website at https:grandeportage.com. Prospective investors should read the Offering Document before making an investment decision

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Pinnacle Signs Letter of Intent for Option to Acquire High-Grade Gold-Silver Project in Sierra Madre Trend of Mexico.

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Lode Gold Submits Application for Exchange Approval to Form Spin Co, Gold Orogen - a Yukon  & New Brunswick Exploration Company

Lode Gold Submits Application for Exchange Approval to Form Spin Co, Gold Orogen - a Yukon & New Brunswick Exploration Company

Lode Gold Resources Inc. (TSXV: LOD) (OTCQB: SBMIF) ("Lode Gold " or the "Company") is pleased to announce that it has submitted application to the TSX Venture exchange for approval of the Spin-out of Gold Orogen, as described on its August 27, 2024 and October 22, 2024 news release. The details regarding the Lode Gold shareholder's meeting that is expected to be held in early December 2024 will follow with an information circular to be filed by early November 2024. Lode Gold will seek the approval from shareholders on the Plan of Arrangement, and upon Exchange approval, set the Record Date for distribution of the shares of the new company to shareholders of Lode Gold.

The Company also announces that pursuant to a director resolution passed on July 26, 2024, and a special resolution passed by shareholders of the Company on July 6, 2023, the Company has consolidated its capital on a ten for one (10:1) basis. Post-consolidation, the Company's capitalization composes of unlimited common shares with no par value, of which 38,032,970 shares are issued and outstanding.

Effective at the opening, Tuesday October 29, 2024, the common shares of Lode Gold Resources Inc. will commence trading on the TSX Venture Exchange on a consolidated basis. The Company is classified as a mining company.

Name of Company: No change.
Escrow shares: None
Transfer agent: Odyssey Trust Company.
Trading symbol: LOD (unchanged)
CUSIP number: 540196 20 1 (new)

"The Company has been contemplating share consolidation for sometime. With significant milestones achieved in the last 12 months and more upcoming catalysts, it makes strategic sense now to execute the consolidation. A key catalyst upcoming in a few months is share distribution of Gold Orogen to shareholders of Lode Gold, a significant step in unlocking value.

With a tight capital structure we can more effectively attract new investors. Of note, four shareholders hold over 60% shares of 38 million post-consolidated shares." states Wendy T. Chan, CEO and Director of Lode Gold.

About Lode Gold

Lode Gold (TSXV: LOD) is an exploration and development company with projects in highly prospective and safe mining jurisdictions in Canada and the United States.

Its Golden Culvert and WIN Projects in Yukon, covering 99.5 km2 across a 27-km strike length, are situated in a district-scale, high-grade-gold-mineralized trend within the southern portion of the Tombstone Gold Belt. Gold deposits and occurrences within the Belt include Fort Knox, Pogo, Brewery Creek and Dublin Gulch, and Snowline Gold. A NI 43-101 technical report entitled "Technical Report on the WIN-Golden Culvert Property for Lode Gold" with an effective date of May 15, 2024, summarizing the work to date on these properties is available on the Company's profile on SEDAR+ (www.sedarplus.ca) and on the Company's website (www.lode-gold.com).

In New Brunswick, Lode Gold has created one of the largest land packages with a 42km strike within 420km2. Its McIntyre Brook Project, New Brunswick, covering 111 km2 and a 17-km strike length in the emerging Appalachian/Iapetus Gold Belt, is surrounded by Puma Exploration's Williams Brook Project (5.55 g/t Au over 50m)1 and is hosted by orogenic rocks of similar age and structure as New Found Gold's Queensway Project. The Fancamp's Riley Brook is a 309 km2 package covering a 25 km strike of Wapske formation with its numerous felsic units. Previous exploration efforts have focused on just VMS-style mineralization hosted in the felsic intrusions, and mostly focused on the base metals - the Company is the first to focus on and assay for gold. This transaction will close upon Exchange's acceptance.

The Company is also advancing its Fremont Gold development project in the historic Mother Lode Gold Belt of California where 50,000,000 oz of gold has been produced. Fremont, located 500km north of Equinox Gold's Castle Mountain and Mesquite mines, has a Preliminary Economic Assessment(" PEA") with an after-tax NPV (5%) of USD $217M, a 21% IRR, 11-year LOM, averaging 118,000 Oz per annum at USD $1,750 gold. A sensitivity to the March 31, 2023, PEA at USD $2,000/oz gold gives an after-tax NPV (5%) of USD $370M and a 31% IRR over an 11-year LOM. The project hosts an NI 43-101 resource of 1.16 MOz at 1.90 g/t Au within 19.0 MT Indicated and 2.02 MOz at 2.22 g/t Au within 28.3 MT Inferred. The MRE evaluates only 1.4 km of the 4 km strike length of the Fremont property which features five gold-mineralized zones. Significantly, three step-out holes at depth hit the mineralized structure, typical of orogenic deposits that often occur at depth. Fremont is located on 3,351 acres of 100% owned private land in Mariposa, the original Gold Rush County, and is 1.5 hours from Fresno, California. The property has year-round road access and is close to airports and rail.

Please refer to the Fremont Gold project NI 43-101 PEA technical report dated March 31, 2023, which is available on the Company's profile on SEDAR+ (www.sedarplus.ca) and on the Company's website (www.lode-gold.com). The PEA technical report has been reviewed and approved by independent "Qualified Persons" Eugene Puritch, P.Eng., FEC, CET, and Andrew Bradfield, P.Eng. both of P&E, and Travis Manning, P.E. of KCA.

QUALIFIED PERSON STATEMENT

The scientific and technical information contained in this press release has been reviewed and approved by Jonathan Victor Hill, Director, BSc (Hons) (Economic Geology - UCT), FAusIMM, and who is a "qualified person" as defined by NI-43-101.

ON BEHALF OF THE COMPANY

Wendy T. Chan, CEO & Director

Information Contact

Winfield Ding
CFO
info@lode-gold.com
+1-416-320-4388

Kevin Shum
Investor Relations
kevin@lode-gold.com
+1 (647) 725-3888 ext. 702

Cautionary Note Related to this News Release and Figures

This news release contains information about adjacent properties on which the Company has no right to explore or mine. Readers are cautioned that mineral deposits on adjacent properties are not indicative of mineral deposits on the Company's properties.

Cautionary Statement Regarding Forward-Looking Information

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

All statements, trend analysis and other information contained in this press release about anticipated future events or results constitute forward-looking statements. Forward-looking statements are often, but not always, identified by the use of words such as "seek", "anticipate", "believe", "plan", "estimate", "expect" and "intend" and statements that an event or result "may", "will", "should", "could" or "might" occur or be achieved and other similar expressions. All statements, other than statements of historical fact, included herein, including, without limitation, statements regarding the anticipated use of proceeds from the Special Warrant financing, additional proceeds from the exercise of the warrants underlying the Special Warrants, and the receipt of final acceptance from the TSX Venture Exchange with respect to the transactions, are forward-looking statements. Although Lode Gold believes that the expectations reflected in such forward-looking statements and/or information are reasonable, undue reliance should not be placed on forward-looking statements since Lode Gold can give no assurance that such expectations will prove to be correct. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements, including the risks, uncertainties and other factors identified in Lode Gold's periodic filings with Canadian securities regulators, and assumptions made with regard to: the ability of Lode Gold to obtain final acceptance from the TSX Venture Exchange with respect to the transactions; that the Company will be able to use the proceeds of the Special Warrant financing as anticipated; and the ability of the Company to continue with its stated business objectives and its ability to obtain required approvals and raise additional capital to proceed. Forward-looking statements are subject to business and economic risks and uncertainties and other factors that could cause actual results of operations to differ materially from those contained in the forward-looking statements. Important factors that could cause actual results to differ materially from expectations include risks associated with the business of Lode Gold and Fancamp; risks related to the Company's ability to obtain final acceptance from the TSX Venture Exchange with respect to the transactions; the risk that the use of proceeds from the Special Warrant financing may differ from management's expectations; and other risk factors as detailed from time to time and additional risks identified in the Companies' filings with Canadian securities regulators on SEDAR+ in Canada (available at www.sedarplus.ca). Forward-looking statements are based on estimates and opinions of management at the date the statements are made. The Company does not undertake any obligation to update forward-looking statements except as required by applicable securities laws. Investors should not place undue reliance on forward-looking statements.

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