Toronto, Ontario – May 8, 2023 – Red Pine Exploration Inc. (TSXV: RPX, OTCQB: RDEXF) (“Red Pine” or the “Company”) is pleased to announce that it has closed its previously announced “best efforts” private placement (the “Offering”) for gross proceeds of approximately $7.745 million, including full exercise of the Agents’ Option (as defined in the press release of the Company dated March 31, 2023). The Offering consisted of: (i) 5,675,000 units of the Company (the “Units”) at a price of $0.20 per Unit (the “Issue Price”); (ii) 11,538,230 tranche 1 flow-through units of the Company (the “Tranche 1 FT Units”) at a price of $0.235 per Tranche 1 FT Unit; and (iii) 13,679,000 tranche 2 flow-through units of the Company (the “Tranche 2 FT Units” and together with the Units and the Tranche 1 FT Units, the “Offered Securities”) at a price of $0.285 per Tranche 2 FT Unit.The Offering was co-led by Haywood Securities Inc. (“Haywood”) and 3L Capital Inc. (“3L”) on behalf of a syndicate of agents including Laurentian Bank Securities Inc. (together with Haywood and 3L, the “Agents”). Haywood acted as sole bookrunner in connection with the Offering.Each Offered Security consists 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 Warrant entitles the holder to acquire one Common Share (a “Warrant Share”) at a price per Warrant Share of $0.25 until May 8, 2024.Each Common Share and Warrant underlying the Tranche 1 FT Units and the Tranche 2 FT Units qualify as a “flow-through share” within the meaning of subsection 66(15) of the Income Tax Act (Canada) (the “Tax Act”). 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 Tax Act (the “Qualifying Expenditures”) related to the Company’s projects in Canada. All Qualifying Expenditures will be renounced in favour of the subscribers of the Tranche 1 FT Units and the Tranche 2 FT Units 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.In consideration for their services, the Company (i) paid the Agents a cash commission equal to 6% of the gross proceeds, and (ii) issued to the Agents 1,853,533 compensation options (the “Compensation Options”). Each Compensation Option is exercisable to acquire one Common Share at the Issue Price until May 8, 2025.All securities issued in connection with the Offering are subject to a hold period in Canada expiring September 9, 2023. The Offering remains subject to final acceptance of the TSX Venture Exchange.An insider of the Company purchased 75,000 Units under the Offering. Such transaction constitutes a “related party transaction” within the meaning of TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company has relied on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) 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 closing of the Offering because the details of the insider participation were not finalized until closer to the closing and the Company wished to close the Offering as soon as practicable for sound business reasons.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.
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