Red Pine Exploration Inc. (TSX-V: RPX) (OTCQB: RDEXF), 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 at a price of C$0.26 per Offered Share, and (ii) 11,726,599 flow-through common shares of the Company 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 was conducted on a “bought deal” basis by a syndicate of underwriters led by Haywood Securities Inc. as lead underwriter and sole bookrunner, and including Canaccord Genuity Corp. and Laurentian Bank Securities Inc. 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. 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 and Multilateral Instrument 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 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
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. 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.
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We acknowledge the [financial] support of the Government of Canada.