News

November 23, 2018

Red Pine Exploration announces $1,000,000 Private Placement

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Not for distribution to United States Newswire Services or for dissemination in the United States

Toronto, Ontario – November 23, 2018 – Red Pine Exploration Inc. (TSX-V:RPX) (“Red Pine” or the “Company”) announces a non-brokered private placement of a combination of non-flow-through units (“Units”) and flow-through shares (“FT Shares” and together with the Units, the “Offered Securities”) for gross process of up to $1,000,000 (the “Offering”) in such relative amounts as determined by the Company.

Each Unit shall consist of one common share of the Company (a “Unit Share”) and one half of one common share purchase warrant of the Company (each whole warrant, a “Warrant”). Pricing of units will be determined in context of the market.  The Company may decide to increase the size of the Offering by up to $500,000.

The gross proceeds from the issuance of the FT Shares will be used for Canadian Exploration Expenses and will qualify as “flow-through mining expenditures” (the “Qualifying Expenditures“), as defined in subsection 127(9) of the Income Tax Act(Canada).  Qualifying Expenditures will be renounced to the subscribers with an effective date no later than December 31, 2018 to the initial purchasers of the FT Shares in an aggregate amount not less than the gross proceeds raised from the issue of the FT Shares, as applicable, and, if the Qualifying Expenditures are reduced by the Canada Revenue Agency, the Corporation will indemnify each FT Share subscriber for any additional taxes payable by such subscriber as a result of the Corporation’s failure to renounce the Qualifying Expenditures as agreed.

The closing of the Offering is expected to occur on or about December 14, 2018 and is subject to receipt of all necessary regulatory approvals.  The FT Shares will be subject to a hold period of four months and one day in accordance with applicable securities laws.

This news release does not constitute an offer of securities for sale in the United States. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and such securities may not be offered or sold within the United States absent U.S. registration or an applicable exemption from U.S. registration requirements.

About Red Pine Exploration Inc.

Red Pine Exploration Inc. is a gold and base-metals exploration company headquartered in Toronto, Ontario, Canada. The Company’s common shares trade on the TSX Venture Exchange under the symbol “RPX”.

Red Pine has a 60% interest in the Wawa Gold Project with Citabar LLP. holding the remaining 40% interest. Red Pine is the operating manager of the Project and is focused on expanding the existing gold resource on the property.

For more information about the Company visit www.redpineexp.com

Or contact:
Quentin Yarie, President & CEO, (416) 364-7024, qyarie@redpineexp.com

Or Mia Boiridy, Investor Relations, (416) 364-7024, mboiridy@redpineexp.com

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

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. 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.

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