(TheNewswire)
Vancouver, British Columbia, April 5,2024 - Red Lake Gold Inc. (CSE: RGLD)(“ Red Lake Gold ” or the " Corporation ") is pleased to announce that it has closed a non-brokered common share unit financing (the "CommonShare Unit Financing") by way of the issuance of two million common share units (the “Common Share Units”)and that it has also closed a non-brokered flow-through share unitfinancing (the "Flow-Through Share Unit Financing”(the CommonShare Unit Financing and Flow-Through Share Unit Financing, togetherthe “Financings”)) by way of the issuance of three million flow-through share units (the “Flow-ThroughShare Units”), both on the same terms as previouslyannounced by the Corporation (see news release, Red Lake Gold Inc.Announces Financings at Prevailing Market Price, dated February 7,2024).
Closing of both the Common Share Unit Financing and theFlow-Through Share Unit Financing occurred on April 4, 2024, in linewith prior disclosure (see news release, Red Lake Gold Inc. AnnouncesExtension of Financings, dated March 22, 2024).
The Units issued under the Common Share Unit Financing and theFlow-Through Share Unit Financing are subject to a customaryfour-month hold period pursuant to applicable securities laws ofCanada.
Following completion of the Common Share Unit Financing andFlow-Through Share Financing, the Corporation has 41,739,169 commonshares issued and outstanding.
The Corporation intends to use the closing proceeds of the CommonShare Unit Financing for working capital purposes and the closingproceeds of the larger Flow-Through Share Unit Financing forexploration purposes.
There were no finder’s fees paid by the Corporation under the CommonShare Unit Financing nor under the Flow-Through Share Unit Financing.
Insider Participation / FundingRequirements
An Insider of the Corporation (as that first term isdefined by securities laws) supported the working capital position ofRed Lake Gold by way of participation in the Common Share UnitFinancing by purchasing two million Common Share Units, on a directbasis, for a subscription amount received by the Corporation of$100,000.00. In addition, a corporate entity owned by that sameInsider invested capital to support the Corporation’s anticipatedexploration work in 2024 by purchasing three million Flow-ThroughShare Units, for a subscription amount received by the Corporation of$150,000.00. In the aggregate, that Insider (Ryan Kalt), who serves asthe Corporation’s Chairman and Chief Executive Officer, invested atotal of $250,000 in Red Lake Gold, on a direct and indirect basis,under the Financings. Red Lake Gold expresses its appreciation to Mr.Kalt for his continued and material financial support, on both adirect and indirect basis.
The Corporation does not generate any positive workingcapital through its early-stage operations. As such, Red Lake Goldremains wholly dependent on raising capital to fund its operations andto remain a going-concern. Red Lake Gold is also entirely dependent onneeding to raise capital in order to be able toundertake exploration activities, including, but not limited to,exploration that is required to prevent mining claims from lapsing dueto insufficient assessment work. There is no assurance that theCorporation will be able to successfully source capital on aforward-basis.
Regulatory Notice
The Financings are exempt from the valuation andminority shareholder approval requirements of Multilateral Instrument61-101 (“MI 61-101”) by virtue of the exemptions contained insections 5.5(a) and 5.7(1)(a) of MI 61-101 in that the fair marketvalue of the consideration for the securities of the Corporation to beissued to the Insider under the Financings do not exceed 25% of itsmarket capitalization.
The Corporation did not file a material change reportmore than twenty-one days before the expected closing of theFinancings as the details of the transaction therein by relatedparties of the Corporation were not settled until shortly prior toclosing of the Financings and the Corporation wished to close on anexpedited basis for sound business reasons.
About Red Lake Gold Inc.
Red Lake Gold Inc. is a Vancouver-based junior miningexploration company, traded on the Canadian Securities Exchange (CSE)under the symbol “RGLD”. For more information, please visitwww.redlakegold.ca.
The Corporation is subject to various risks anduncertainties, including those risks and uncertainties set out in itspublic filings, such public filings generally being available, withoutlimitation, through SEDAR+ (www.sedarplus.ca) and the Corporation’sDisclosure Hall on the CSE website(thecse.com/listings/red-lake-gold-inc/#disclosure).
On Behalf of the Board ofDirectors
Nicholas Koo
Chief Financial Officer
T: 604.687.2038
Email: info@redlakegold.ca
Forward-Looking Statements
This news release contains forward-looking statements. Forward-lookingstatements address future events and conditions and therefore involveinherent risks and uncertainties, including but not limited to theCorporation’s ability to successfully raise funding in future, ifany financings are announced, and, if so, the terms or subscribercomposition of such future financings, as well as to the compositionor good-standing nature of exploration projects held by theCorporation, assessment work required to maintain the same and/orexploration work performed. Actual results may differ materially fromthose currently expected or forecast in such statements.
Neither the CSE nor its RegulationServices Provider (as that term is defined in the policies of the CSEExchange) accepts responsibility for the adequacy or accuracy of thisrelease.
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