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topicnews · September 6, 2024

Red Pine Announces Increase of Previously Announced Bought Deal Private Placement to C,565,529 Page 1

Red Pine Announces Increase of Previously Announced Bought Deal Private Placement to C$9,565,529 Page 1

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TORONTO, Sept. 5, 2024 (GLOBE NEWSWIRE) — Red Pine Exploration Inc. (TSXV: RPX, OTCQB: RDEXF) (“Red pine” or the “Pursue”) is pleased to announce that it has entered into an amendment agreement with Haywood Securities Inc. (“Haywood”), as co-lead underwriter and sole bookrunner, in its own name and on behalf of Research Capital Corporation, as co-lead underwriter (together with Haywood, the “insurer”) pursuant to which the underwriters have agreed to issue on a bought deal private placement basis (i) 22,223,000 common shares (the “Non-FT shares”) of the Company at a price of C$0.090 per non-FT Share (the “Non-FT issue price”), and (ii) any combination of (A) Tranche 1 Flow-Through Shares (the “Tranche 1 FT shares”) of the Company at a price of C$0.105 per tranche of 1 FT Share (the “Tranche 1 FT Issue Price”), and (B) Tranche 2 Flow-Through Shares (the “Tranche 2 FT shares” and together with the Non-FT Shares and the FT Shares of Tranche 1, the “Shares offered”) of the Company at a price of C$0.126 per tranche of 2 FT Shares (the “Tranche 2 FT Issue Price”) so that the total gross proceeds to the Company are at least C$9,565,529 (the “Enlarged Offer”).

The Company has granted the Underwriters an option to purchase up to an additional 15% of the Upsized Offering in any combination of (i) Non-FT Shares at the Non-FT Issue Price, (ii) Tranche 1 FT Shares at the Tranche 1 FT Issue Price and (iii) Tranche 2 FT Shares at the Tranche 2 FT Issue Price (the “Insurers’ option“), exercisable in whole or in part at any time up to 48 hours before the closing date.

The gross proceeds from the sale of the FT Tranche 1 and 2 Shares will be used by the Company to cover eligible “Canadian exploration costs” which qualify as “flow-through mining expenditures” as such terms are defined in the Income Tax Act (Canada) (the “Qualifying expenses“) in connection with the Company’s projects in Ontario. All Qualifying Expenses will be waived for the benefit of the subscribers of the Tranche 1 FT Shares and the Tranche 2 FT Shares effective December 31, 2024. The net proceeds from the sale of the Non-FT Shares will be used by the Company for general working capital and corporate purposes and for exploration of the Wawa Gold Project in Ontario.