Red Pine Exploration Inc. (TSX-V: RPX) (OTCQB: RDEXF) is pleased to announce that it has closed its previously announced upsized brokered offering. The Offering was completed by way of a best-efforts Listed Issuer Financing Exemption of Offered Securities of the Company for aggregate gross proceeds of $8,500,000, in a combination of:

1. a) 55,000,000 non-flow-through units of the Company that were issued at a price of $0.10 per NFT Unit for $5,500,000 in gross proceeds. Each NFT Unit will consist of one common share of the Company and one-half of one Common Share purchase warrant;
2. b) 12,500,000 flow-through units of the Company comprised of one Common Share and one-half of one Warrant. Each such Common Share and Warrant comprising a FT Unit qualifies as a “flow-through share” within the meaning of subsection 66(15) of the Income Tax Act (Canada). The FT Units were issued at a price of $0.12 per FT Unit for $1,500,000 in gross proceeds; and
3. c) 10,714,284 flow-through units of the Company, comprised of one Common Share and one-half of one Warrant. Each such Common Share and Warrant comprising a CFT Unit qualifies as a “flow-through share” within the meaning of subsection 66(15) of the Tax Act. The CFT Units were issued as part of a charity arrangement at a price of $0.14 per CFT Unit for approximately $1,500,000 in gross proceeds.

Each Warrant entitles the holder thereof to purchase one Common Share at an exercise price of $0.15 for a period of 36 months following the date hereof.

The Offering was led by Research Capital Corporation as the sole bookrunner and co-lead agent, and together with Haywood Securities Inc., as co-lead agents.

The Offering was conducted pursuant to the amendments to National Instrument 45-106 – Prospectus Exemptions set forth in Part 5A thereof to purchasers resident in Canada, except Québec. The Offered Securities offered under the Listed Issuer Financing Exemption will not be subject to resale restrictions pursuant to applicable Canadian securities laws. The Offering is subject to the final approval of the TSX Venture Exchange.

The gross proceeds from the sale of NFT Units will be used for working capital, general corporate purposes, and the evaluation of the potential for future open pit production at the Wawa Gold Project, including technical studies and permitting. The gross proceeds from the sale of FT Units and CFT Units will be used for exploration expenses on the Company’s Wawa Gold Project in Ontario. The gross proceeds from the issue and sale of the FT Units and CFT Units will be used for Canadian exploration expenses as defined in paragraph (f) of the definition of “Canadian exploration expense” in subsection 66.1(6) of the Tax Act and “flow through mining expenditures” as defined in subsection 127(9) of the Tax Act that will qualify as “flow-through mining expenditures” and “eligible Ontario exploration expenditure” as defined in subsection 103(4) of the Taxation Act, 2007 (Ontario), which will be incurred on or before December 31, 2026 and renounced with an effective date no later than December 31, 2025 to the initial purchasers of FT Units and CFT Units. If the Qualifying Expenditures are reduced by the Canada Revenue Agency, the Company will indemnify each FT Units and CFT Units subscriber for any additional taxes payable by such subscriber as a result of the Company’s failure to fully renounce the Qualifying Expenditures as agreed.

The Company paid the Agents a cash commission of $501,300 and also granted the Agents 4,605,857 non-transferable broker warrants. In addition, the Agents received an advisory fee of approximately $5,500 and 55,000 advisory broker warrants on the same terms as the Broker Warrants. Each Agents’ Warrant shall entitle the holder thereof to purchase one Common Share at an exercise price of $0.10 for a period of 36 months following the date hereof. The Agents’ Warrants are subject to a hold period in Canada expiring four months and one day from the date hereof.

This press release is not an offer to sell or the solicitation of an offer to buy the securities in the United States or in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to qualification or registration under the securities laws of such jurisdiction. 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 or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from U.S. registration requirements and applicable U.S. state securities laws.

About Red Pine Exploration Inc.

Red Pine Exploration Inc. is a gold exploration company headquartered in Toronto, Ontario, Canada. 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. The Company’s land package hosts numerous historic gold mines and is over 7,000 hectares in size. Red Pine is building a strong position as a major mineral exploration and development player in the Michipicoten region.