Mr. Nicholas Koo reports
RED LAKE GOLD INC. REPORTS SHAREHOLDER MEETING RESULTS
All meeting matters put forth to shareholders, as voted on by shareholders, and, where applicable, disinterested shareholders, were duly carried and/or endorsed at Red Lake Gold Inc.'s recent annual general and special meeting of shareholders held in Vancouver, B.C., on Thursday, Jan. 22, 2026. The corporation is listed on the Canadian Securities Exchange.
Endeavor Trust (the issuer's transfer agent) acted as scrutineer for the AGSM, and the scrutineer's voting report will be made available on SEDAR+ under the issuer's profile.
For information purposes only and with respect to certain special business of the AGSM, the corporation advises that a shareholder who is a control person (as that term is defined by securities regulations) cast a total of 25,052,300 common share votes (either directly or indirectly through corporate entities owned by said control person) against certain special business (specifically, the divestment resolution and the delisting resolution, both as below defined). But for the policies of the Canadian Securities Exchange and other applicable regulations, such votes by said control person would have otherwise defeated and/or resulted in the non-endorsement of certain specific business. However, pursuant to requirements of Red Lake Gold's listed exchange (being the CSE) and other applicable regulations, the issuer excluded all of the control person's votes pertaining to the divestment resolution and the delisting resolution (both as below defined), such matters being reserved in tabulation for disinterested shareholders.
The matter pertaining to a potential related-party sale of the issuer's Whirlwind Jack gold project was approved by a majority of disinterested shareholders at the meeting with notation that the issuer is treating this vote on an advisory basis. Advisory treatment results, amongst factors, on view that the corporation does not currently expect any such potential transaction with a related party, if one were to occur, to meet the valuation threshold for requiring shareholder approval, disinterested or otherwise, under Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions), including by result of the identified fair market value of the project, as determined through an independent valuation process previously reported on by the issuer (see news release, Red Lake Gold Inc. Files Comprehensive Valuation Report on the Whirlwind Jack Gold Project, Provides Market Activity Update, dated Sept. 5, 2025) and provisions of MI 61-101 itself. The expressed disinterested shareholder desire to divest the project is informative. That said, disinterested shareholder endorsement of the divestment resolution does not obligate the issuer to pursue any divestment of the project although the issuer may elect to do so.
The matter pertaining to a potential delisting of the issuer's shares from the CSE was approved as determined by the majority of disinterested shareholders who voted. That said, disinterested shareholder approval of the delisting resolution does not obligate the issuer to pursue a delisting although the issuer may elect to do so.
The matter pertaining to a potential corporate name change was approved by a majority of all shareholders who cast vote ballots at the AGSM; however, such approval was taken on an advisory basis because the issuer's bylaws do not require shareholder approval for a corporate name change. This aside and among other business-level restrictions against issuers, the CSE generally reserves rights under its policies to approve or reject corporate name changes at its sole discretion.
Lastly, all other matters not above discussed, as well as director nominations, the same as presented at the AGSM, received shareholder approval, and there was no other business brought before the meeting.
The corporation expresses its appreciation to all shareholders who voted and/or attended the AGSM, and recognizes its disinterested shareholders for their votes and views on matters of the issuer.
The corporation intends to call its next shareholder meeting, including, without limitation, as relates to its fiscal period ended Nov. 30, 2025, in the ordinary course of business.
We seek Safe Harbor.
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