23:30:45 EDT Mon 30 Jun 2025
Enter Symbol
or Name
USA
CA



Red Pine Exploration Inc (3)
Symbol RPX
Shares Issued 292,302,334
Close 2025-06-19 C$ 0.095
Market Cap C$ 27,768,722
Recent Sedar Documents

Red Pine Exploration arranges $7-million offering

2025-06-19 17:53 ET - News Release

Mr. Michael Michaud reports

RED PINE ANNOUNCES $7 MILLION BROKERED OFFERING

Red Pine Exploration Inc. has entered into an agreement with Research Capital Corp. as the sole bookrunner and co-lead agent and together with Haywood Securities Inc. as co-lead agent in connection with a brokered, best-efforts listed issuer financing exemption private placement offering of securities of the company for aggregate gross proceeds to the company of up to $7-million in a combination of:

  1. A minimum of $1.5-million and up to $5.5-million in gross proceeds of non-flow-through units of the company at a price of 10 cents per non-flow-through unit; each non-flow-through unit will consist of one common share of the company and one-half of one common share purchase warrant;
  2. Up to a maximum of $2.5-million in gross proceeds of flow-through units of the company at a price of 12 cents per flow-through unit; each flow-through unit will consist of one common share that will qualify as flow-through share within the meaning of Subsection 66(15) of the Income Tax Act (Canada) and one-half of one warrant.

Each warrant shall entitle the holder thereof to purchase one common share at an exercise price of 15 cents for a period of 36 months following the closing of the offering.

The company will grant the agents an option to increase the size by up to an additional 15 per cent of the number of non-flow-through units sold in the offering by giving written notice of the exercise of the agents' option, or a part thereof, to the company at any time up to two business days prior to closing of the offering.

The gross proceeds from the sale of non-flow-through units will be used for working capital, general corporate purposes and the evaluation of the potential for future open-pit production at the Wawa gold project, including technical studies and permitting, which are not considered qualifying expenditures (as defined below). The gross proceeds from the sale of flow-through units will be used for exploration expenses on the company's Wawa gold project in Ontario. The gross proceeds from the issue and sale of the flow-through units will be used for Canadian exploration expenses as defined in paragraph (f) of the definition of Canadian exploration expenses in Subsection 66.1(6) of the tax act and flow-through mining expenditures as defined in Subsection 127(9) of the tax act that will qualify as flow-through mining expenditures and eligible Ontario exploration expenditures as defined in Subsection 103(4) of the Taxation Act, 2007 (Ontario), which will be incurred on or before Dec. 31, 2026, and renounced with an effective date no later than Dec. 31, 2025, to the initial purchasers of flow-through units. If the qualifying expenditures are reduced by the Canada Revenue Agency, the company will indemnify each flow-through unit subscriber for any additional taxes payable by such subscriber as a result of the company's failure to fully renounce the qualifying expenditures as agreed.

The offered securities will be offered for sale pursuant to the listed issuer financing exemption under Part 5A of National Instrument 45-106, Prospectus Exemptions in all provinces of Canada, except Quebec. The non-flow-through units will also be offered in other qualifying jurisdictions outside of Canada, including the United States. The units offered under the listed issuer financing exemption will not be subject to a hold period under applicable Canadian securities laws.

There is an offering document related to this offering that can be accessed under the company's profile on SEDAR+ and on the company's website. Prospective investors should read this offering document before making an investment decision.

The offering is anticipated to close on or about June 25, 2025, or such later date as the company and the agents may determine. The closing is subject to certain conditions, including, but not limited to, the receipt of all necessary regulatory and other approvals, including the approval of the TSX Venture Exchange.

The agents will receive a cash commission of 6 per cent of the aggregate gross proceeds of the offering and such number of broker warrants as is equal to 6 per cent of the number of offered securities sold under the offering (in each case, subject to reduction for certain subscribers on a president list of purchasers identified by the company). Each broker warrant entitles the holder to purchase one common share at an exercise price equal to 10 cents for a period of 36 months following the closing.

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-V under the symbol RPX and on the OTCQB market 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 past five years. The company's land package hosts numerous historic gold mines and is over 7,000 hectares in size. Red Pine is building a strong position as a major mineral exploration and development player in the Michipicoten region.

We seek Safe Harbor.

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