Mr. Michael Michaud reports
RED PINE CLOSES C$11,000,358 "BOUGHT DEAL" PRIVATE PLACEMENT
Red Pine Exploration Inc. has closed its previously announced bought deal private placement offering for gross proceeds of $11,000,358, including the exercise in full of the underwriters' option (as defined in the news release of the company dated Sept. 5, 2024). The offering consisted of: (i) 33,336,000 common shares (the non-flow-through (NFT) shares) of the company at a price of nine cents per NFT share; (ii) 28,572,000 tranche 1 flow-through (FT) common shares of the company at a price of 10.5 cents per tranche 1 FT share; and (iii) 39,683,000 tranche 2 flow-through common shares of the company at a price of 12.6 cents per tranche 2 FT share.
The offering was conducted on a bought deal basis by a syndicate of underwriters led by Haywood Securities Inc., as co-lead underwriter and sole bookrunner, and including Research Capital Corp., as co-lead underwriter.
The gross proceeds from the sale of tranche 1 FT shares and tranche 2 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) and eligible Ontario exploration expenditures as defined in the Taxation Act 2007 (Ontario) related to the company's projects in Ontario. All qualifying expenditures will be renounced in favour of the subscribers of the tranche 1 FT shares and tranche 2 FT shares effective Dec. 31, 2024. The net proceeds from the sale of NFT shares will be used by the company for general working capital and corporate purposes, and for exploration at the Wawa gold project in Ontario.
In consideration for their services, the underwriters received a cash commission equal to 6.0 per cent of the gross proceeds from the offering and that number of non-transferable compensation options as is equal to 6.0 per cent of the aggregate number of offered shares sold under the offering. Each compensation option is exercisable to acquire one common share of the company at a price equal to nine cents for a period of 24 months from the closing date of the offering.
The offering was made by way of private placement in Canada. The securities issued under the offering are subject to a hold period in Canada expiring four months and one day from the closing date of the offering. The offering is subject to final acceptance of the TSX Venture Exchange.
Pursuant to the investor rights agreement between the company and Alamos Gold Inc. dated Dec. 20, 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 13,763,530 NFT shares at a price of nine cents per share for a total purchase price of $1,238,717.70. Prior to the closing of the Alamos transaction, Alamos held 25,837,536 common shares and no other securities of Red Pine, representing a securityholding percentage of approximately 13.55 per cent, on an undiluted basis. Following the closing of the Alamos transaction, Alamos has beneficial ownership of, or control and direction over, 39,601,066 common shares of Red Pine, representing a securityholding percentage of approximately 13.55 per cent, on an undiluted basis. Alamos acquired the NFT shares for investment purposes, which investment will be evaluated and may be increased or decreased from time to time at Alamos's discretion. A copy of Alamos's early warning report will be available on Red Pine's SEDAR+ profile or can be requested by contacting Scott K. Parsons, senior vice-president, corporate development and investor relations, at SParsons@alamosgold.com, 416-368-9932 (extension 5439) or by mail at Brookfield Place, 181 Bay St., Suite 3910, Toronto, Ont., M5J 2T3. Please see the news release of the company dated Dec. 31, 2019, for further information in respect of the investor rights agreement.
The purchase of securities by certain insiders of the company 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.
About Red Pine Exploration Inc.
Red Pine Exploration is a gold exploration company headquartered in Toronto, Ont., Canada. The company's shares trade on the TSX Venture Exchange under the symbol RPX and on the OTCQB markets under the symbol RDEXF.
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 7,000 hectares in size. Red Pine is building a strong position as a mineral exploration and development player in the Michipicoten region.
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