Red Pine Exploration Inc. (TSX-V: RPX) (OTCQB: RDEXF) is pleased to announce that it has closed its previously announced “bought deal” private placement offering for gross proceeds of C$5,235,693 including partial exercise of the Underwriters’ Option (as defined in the press release of the Company dated November 16, 2023). The Offering consisted of (i) 19,252,785 tranche 1 flow-through common shares of the Company at a price of C$0.22 per Tranche 1 FT Share, and (ii) 3,704,000 charity tranche 2 flow-through common shares of the Company at a price of C$0.27 per Tranche 2 FT Share.

Haywood Securities Inc. acted as lead underwriter and sole bookrunner, on its own behalf and on behalf of a syndicate of underwriters, including participation from Laurentian Bank Securities Inc.

The gross proceeds from the Offering 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) related to the Company’s projects in Canada. All Qualifying Expenditures will be renounced in favour of the subscribers of the Offered FT Shares effective December 31, 2023.

In consideration for their services, the Company has paid the Underwriters a cash commission equal to 6.0% of the gross proceeds from the Offering and that number of non-transferable compensation options as is equal to 6.0% of the aggregate number of Offered FT Shares sold under the Offering. Each Compensation Option is exercisable to acquire one common share of the Company at a price equal to C$0.22 for a period of 24 months from the closing date of the Offering.

The Offered FT Shares are subject to the four-month hold period set out in National Instrument 45-102 – Resale of Securities, expiring on April 8, 2024. The Offering remains subject to the final acceptance of the TSX Venture Exchange.

An insider of the Company purchased 90,900 Tranche 1 FT Shares 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. 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.

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. 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.