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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About Red Pine Exploration Inc.

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/ 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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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 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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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 that it has completed a first closing of its non-brokered private placement previously announced on October 30, 2024 for the sale of 3,470,000 units (each, a "Unit") at a price of C$0.30 per Unit for aggregate gross proceeds of C$1,041,000 (the "Offering"). The Offering is being carried out pursuant to Part 5A of National Instrument 45-106 - Prospectus Exemptions - Listed Issuer Financing Exemption (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. Except for one US accredited investor, all other investors participating in the first closing subscribed for Units under the LIFE Exemption, and the Units issued pursuant to the LIFE Exemption are not subject to any statutory hold period in Canada. However, the Units issued to the US accredited investor are subject to Rule 144 resale restrictions under applicable US securities laws and will bear a legend to that effect

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