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Red Pine to Acquire Remaining Interest in Wawa Gold Project

Red Pine Exploration Inc. has announced that it has entered into a definitive securities purchase agreement with the holders of the partnership interests in Citabar Limited Partnership, which will result in Red Pine consolidating a 100% ownership in the Wawa Gold Project located near Wawa, Ontario. All amounts in this press release are denominated in Canadian dollars.

Highlights:

  • Red Pine to consolidate 100% ownership in the Wawa Gold Project, which has historically been subject to fragmented ownership
  • Transaction to be completed based on the market-implied read-through value of Citabar’s interest
  • Red Pine to conduct a private placement of subscription receipts for gross proceeds of a minimum of $11.2 million and a maximum of approximately $15.0 million to fund the cash consideration for the Transaction and expenses incurred and liabilities assumed in connection with the Transaction and to fund working capital and general corporate purposes (pursuant to the terms of the Transaction)
  • Pursuant to the terms of the Transaction, Red Pine will also use best efforts to complete a $5 million flow-through subscription receipt financing to aggressively explore the consolidated property, which hosts numerous historic mines and untested targets, in addition to the potential at depth
  • In advance of the closing of the Transaction and the financing the Company will complete a 10:1 share consolidation
  • Red Pine will strengthen its Board of Directors with the appointment of Paul Martin as Chair

Red Pine and Citabar are parties to an amended and restated joint venture agreement effective August 7, 2015 (the “Joint Venture Agreement”) in respect of the Wawa Gold Project. Red Pine holds a 63.31% interest and Citabar holds a 36.69% interest in the Wawa Gold Project.

Quentin Yarie, CEO of Red Pine stated, “Consolidating the ownership of the Wawa Gold Project has been a goal of Red Pine’s since it became involved in the project in 2014. Over the years, Red Pine has worked diligently to consolidate the ownership, first through its acquisition of Augustine Ventures Inc. in 2016, and now with the acquisition of the remaining interest held by Citabar. The Red Pine shareholders can now fully benefit from the results of our ongoing exploration and delineation of both the Surluga and Minto deposits as well as other prospective gold targets.”

Pursuant to the Agreement, Red Pine will acquire all of the outstanding securities of Wawa GP Inc., the general partner of Citabar, from 874253 Ontario Limited (“874”) as well as the limited partnership interest of Citabar from the estate of Bernard Sherman (the “Estate”), the sole limited partner of Citabar (the Estate and 874, the “Vendors”). Upon completion of the acquisition of Citabar, Red Pine will have consolidated 100% of the Wawa Gold Project.

In conjunction with the transformational Transaction, Red Pine is pleased to announce that its Board of Directors (the “Board”) has appointed Mr. Paul Martin as a Director and non-executive Chairman of the Company, effectively immediately.

Mr. Martin has over 30 years of mining and finance experience, including serving as CFO for Detour Gold Corporation (“Detour”) from 2008 to 2014 before being appointed President and CEO of Detour from 2014 to 2019. The Detour Lake Mine is a tier 1 asset located in Ontario and was sold to Kirkland Lake Gold Ltd. for approximately $4.9 billion in 2020.

Quentin Yarie, CEO of Red Pine stated, “We are excited to welcome Paul Martin to our Board of Directors as we look forward to our next phase of aggressive growth at the Wawa Gold Project. We believe that the addition of Mr. Martin further validates the strong potential of the Wawa Gold Project to become the next great Ontarian gold asset.”

Following a brief transition period, Quentin Yarie has made the decision to dedicate his full attention to the Wawa Gold Project. In the past year, he has resigned from two boards as well as the CEO and Chair of Honey Badger Silver Inc. Mr. Yarie announced today that he has resigned as CEO and President of MacDonald Mines Exploration Inc. (“MacDonald Mines”), effective February 28, 2021. Mr. Yarie will remain as a member of the Board of MacDonald Mines.

Red Pine also announces that Mia Boiridy has resigned as President of Red Pine effective February 28 ,2021 to pursue other career objectives. Red Pine staff and management would like to thank Mia for her time and dedication to Red Pine over the last six years. We wish her the best in her exciting new role.

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