Red Pine completes consolidation of the Wawa Gold Project

Red Pine Exploration Inc. is pleased to announce that it has completed its previously announced consolidation of the Wawa Gold Project through a definitive securities purchase agreement with the holders of the partnership interests in Citabar Limited Partnership. As a result, Red Pine now holds a 100% ownership interest in the Wawa Gold Project located near Wawa, Ontario. Please see the news releases of the Company dated February 23, 2021, and March 23, 2021, for further information. All amounts in this press release are denominated in Canadian dollars.

The Company completed a private placement financing of subscription receipts, led by Haywood Securities Inc. (“Haywood”), on March 23, 2021, for gross proceeds of $20,026,805. The proceeds were placed in escrow with the Company’s transfer agent and were released upon satisfaction of the escrow release conditions, which included the satisfaction of all conditions precedent to the Transaction. As a result, 37,567,400 subscription receipts of the Company were each automatically exchanged for one common share of the Company, and 5,555,212 tranche 1 flow-through subscription receipts of the Company (the “Tranche 1 FT Subscription Receipts”) and 4,496,403 tranche 2 flow-through subscription receipts of the Company (the “Tranche 2 FT Subscription Receipts” and together with the Tranche 1 FT Subscription Receipts, the “FT Subscription Receipts”) were each automatically exchanged for the right (each, a “Right”) to subscribe for one common share of the Company that qualifies as a “flow-through” share within the meaning of the Income Tax Act (Canada) pursuant to subscription and renunciation agreements entered into by the Company and the subscribers of the FT Subscription Receipts following the issuance of the Rights. Following the transactions described above, a total of 47,619,015 common shares have been issued in connection with the Offering. The net proceeds of the Offering are being used to satisfy the purchase price of the Transaction and the terms of the Purchase Agreement. The Company paid aggregate fees of 6% of the gross proceeds, being $1,189,008, and issued compensation warrants equal to 6% of the securities sold in the Offering, or 2,825,640 compensation warrants, to the agents in the Offering with each such compensation warrant being exercisable to acquire one common share of the Company for a period of 24 months following the issuance thereof at a price of $0.40 per share. The agents included Haywood, as lead agent and sole bookrunner, Eventus Capital Inc. and INFOR Financial Inc. Please see the news releases of the Company dated February 23, 2021 and March 23, 2021 for further information. The Offering is subject to the final approval of the TSX Venture Exchange.

Pursuant to the terms of the Transaction, Red Pine satisfied the purchase price of $12,605,396 through the payment of $11,341,315 in cash, the granting of a 2% net smelter return royalty (the “NSR”) valued at $160,000 and the set-off of $1,104,081 payable to Red Pine by the Vendors. 1.5% of the 2% NSR is subject to a buyback for a total cost of $1,750,000. Red Pine elected to not issue any common shares to the Vendors in connection with the Transaction.

Pursuant to the terms of the Transaction, Red Pine acquired the outstanding security of Wawa GP Inc., the general partner of Citabar, from 874253 Ontario Limited and the limited partnership interest in Citabar from the Estate of Bernard C. Sherman. In acquiring all of the outstanding securities of Citabar, Red Pine has consolidated 100% of the ownership interest in the Wawa Gold Project.

Haywood acted as exclusive financial advisor to the Company with respect to the Transaction and was paid an advisory fee of $400,000 plus applicable taxes and was issued 226,244 common shares of the Company as payment for certain financial advisory services provided by Haywood during the term of its engagement. The common shares issued to Haywood have a restricted period ending July 31, 2021.

The securities offered have not been registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from registration requirements. This release does not constitute an offer for sale of securities in the United States.