Transactions

Transactions

Overview

Red Pine Completes Consolidation of 100% of the Wawa Gold Project and Related $20 Million Subscription Receipt Offering

March 30, 2021

Red Pine Exploration Inc. (TSXV: RPX), a gold exploration company headquartered in Toronto, completed the consolidation of the Wawa Gold Project located near Wawa, Ontario on March 30, 2021 through a securities purchase agreement (the “Purchase Agreement”) with the holders (the “Vendors”) of the partnership interests in Citabar Limited Partnership (the “Transaction”). As a result of the Transaction, Red Pine now holds a 100% ownership interest in the Wawa Gold Project. Red Pine satisfied the aggregate purchase price of $12,605,396 through the payment of $11,341,315 in cash, the granting of a 2% net smelter return royalty valued at $160,000 and the set-off of $1,104,081 payable to Red Pine by the Vendors.

Red Pine also completed a private placement financing of subscription receipts on March 23, 2021 for gross proceeds of $20,026,805 (the “Offering”). The proceeds were placed in escrow with Red Pine’s transfer agent and were released upon satisfaction of the escrow release conditions, which included the satisfaction of all conditions precedent to the Transaction. In connection with the Offering, Red Pine issued a total of 37,567,400 common shares of Red Pine (“Shares”) and 10,051,615 Shares qualifying as a “flow through” shares within the meaning of the Income Tax Act (Canada) to purchasers of non-flow-through subscription receipts, tranche 1 flow-through subscription receipts and tranche 2 flow-through subscription receipts, respectively. Red Pine is using the net proceeds of the Offering to satisfy the purchase price of the Transaction and the terms of the Purchase Agreement.

Haywood Securities Inc. acted as exclusive financial advisor to Red Pine in connection with the Transaction and as lead agent in connection with the Offering.

Wildeboer Dellelce LLP acted as legal counsel to Red Pine in connection with the Transaction and in connection with the Offering with a team comprised of Al Wiens, Melissa Smith, Colin Romano and Katie Drury (corporate/securities) and John Kutkevicius (tax).