Red Pine Closes C$5.5 Million Bought Deal Financing

Red Pine Closes C$5.5 Million Bought Deal Financing

/THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT INTENDED FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES /

All monetary amounts are expressed in Canadian Dollars, unless otherwise indicated.

Red Pine Exploration Inc. (TSXV: RPX) (OTCQB: RDEXF), (" Red Pine " or the " Company ") is pleased to announce that it has closed its previously announced bought deal financing, including partial exercise of the over-allotment option, comprised of (i) 7,693,000 common shares of the Company (the " Offered Shares ") at a price of C$0.26 per Offered Share (the " Offered Share Price "), and (ii) 11,726,599 flow-through common shares of the Company (the " FT Shares " and together with the Offered Shares, the " Offered Securities ") at a price of C$0.30 per FT Share, for aggregate gross proceeds to the Company of C$5,518,159.70 (the " Offering ").

The Offering was conducted on a "bought deal" basis by a syndicate of underwriters led by Haywood Securities Inc. (" Haywood "), as lead underwriter and sole bookrunner, and including Canaccord Genuity Corp. and Laurentian Bank Securities Inc. (together with Haywood , the " Underwriters "). In consideration for their services, the Underwriters received a cash commission equal to 6.0% of the gross proceeds of the Offering and that number of non-transferable broker warrants equal to 6.0% of the number of Offered Securities sold in the Offering. Each broker warrant is exercisable to purchase one common share of the Company at an exercise price of $0.26 until September 29, 2024 .

The Company plans to use the net proceeds from the sale of the Offered Shares for exploration and related activities at the Company's Wawa Gold Project and for working capital and general corporate purposes, as described in the Prospectus (as defined below). The gross proceeds from the sale of the FT Shares 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 ) on the Wawa Gold Project, as described in the Prospectus (as defined below).

Pursuant to the Investor Rights Agreement between the Company and Alamos Gold Inc. (" Alamos ") dated December 31, 2019 , Alamos has exercised its right to maintain its pro rata ownership interest of the Company's common shares on a partially diluted basis, purchasing 3,846,153 Offered Shares. Alamos now owns and controls 26,560,536 common shares of the Company, representing approximately 19.4% of the issued and outstanding common shares of the Company on an undiluted basis. Please see the news release of the Company dated December 31, 2019 for further information.

In addition to Alamos, certain other insiders of the Company purchased an aggregate of 38,500 Offered Shares under the Offering. Each of these transactions constitutes a "related party transaction" within the meaning of TSX Venture Exchange Policy 5.9 (" Policy 5.9 ") and Multilateral Instrument 61-101 (" MI 61-101 "). The Company has relied on the exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 (and Policy 5.9) contained in sections 5.5(a), 5.5(b), 5.7(1)(a), and 5.7(1)(b) of MI 61-101 in respect of such insider participation. The Company did not file a material change report more than 21 days before the expected closing of the Offering, as the details and amounts of the insider participation were not finalized until closer to the closing and the Company wished to close the transaction as soon as practicable for sound business reasons.

The Offered Securities were offered by way of a short form prospectus filed in all provinces of Canada , except Québec (the " Prospectus "). The Offered Shares were offered to U.S. buyers on a private placement basis pursuant to available exemptions from the registration requirements of the United States Securities Act of 1933, as amended (the " U.S. Securities Act "), and other jurisdictions outside of Canada provided that no prospectus filing or comparable obligation arises.

The securities offered in the Offering have not been, nor will they be, registered under the U.S. Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the U.S. Securities Act, and application state securities laws.

The Offering, and the listing of the Offered Securities, is subject to final acceptance by the TSX Venture Exchange

Red Pine Exploration 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". 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. The Company's Chairman of the Board is Paul Martin , the former CEO of Detour Gold. The Board has extensive and diverse experience at such entities as Alamos, Barrick, Generation Mining, Detour Gold and Paramount Gold Nevada Corp. 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

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 press release.

Cautionary Statement Regarding Forward-Looking Information

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 and in this news release includes statements regarding the receipt of final acceptance from the TSX Venture Exchange for the Offering, the use of proceeds of the Offering and future plans of the Company. 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 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 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.

SOURCE Red Pine Exploration Inc.

Cision View original content: https://www.newswire.ca/en/releases/archive/September2022/29/c0512.html

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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 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 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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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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Presenting on the Emerging Growth Conference 76 Day 1 on October 30 Register Now

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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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