Mr. Nicholas Koo reports

RED LAKE GOLD INC. CLOSES FLOW-THROUGH FINANCING

Red Lake Gold Inc. has closed a non-brokered flow-through financing by way of the issuance of 2.8 million flow-through shares on terms previously announced by the corporation (see the news release "Red Lake Gold Announces Flow-Through Financing," dated June 28, 2023).

Red Lake Gold intends to use the proceeds of the flow-through financing to finance future exploration work at its Whirlwind Jack project in Ontario, Canada.

One insider, as that term is defined by securities laws, of the corporation participated in the flow-through financing and purchased on an indirect basis an aggregate of two million flow-through shares for subscription proceeds to the corporation of $100,000.

The flow-through financing is exempt from the valuation and minority shareholder approval requirements of Multilateral Instrument 61-101 by virtue of the exemptions contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 in that the fair market value of the consideration for the securities of the corporation to be issued to the insider does not exceed 25 per cent of its market capitalization.

The corporation did not file a material change report more than 21 days before the expected closing of the flow-through financing as the details of the transaction therein by related parties of the corporation were not settled until shortly prior to closing of the flow-through financing and the corporation wished to close on an expedited basis for sound business reasons.

The corporation paid a 6-per-cent cash finder's fee on a minority segment of the flow-through financing involving 800,000 flow-through shares.

Shares issued pursuant to the flow-through financing are subject to a customary four-month hold period pursuant to applicable securities laws of Canada.

We seek Safe Harbor.