Mr. Nicholas Koo reports

RED LAKE GOLD INC. CLOSES PREVIOUSLY ANNOUNCED FINANCING

Red Lake Gold Inc. has closed its previously announced non-brokered common share unit financing by way of the issuance of five million common share units, on the same terms and conditions as previously announced by the corporation (see news release dated Nov. 4, 2024).

There were no finders' fees associated with the financing.

The units issued under the financing are subject to a customary four-month-and-one-day hold period, pursuant to applicable securities laws of Canada.

The corporation intends to use the proceeds of the financing for working capital purposes and, where applicable, to advance its interests in the Whirlwind Jack gold project.

Following the completion of the financing, Red Lake Gold has 50,239,169 common shares issued and outstanding.

Insider participation

One insider of the corporation (as that first term is defined by securities laws) supported the working capital position of Red Lake Gold by way of participation in the financing and purchased a total of five million units, on a direct and indirect basis, representing a further at-risk equity investment of $250,000 in the common shares of Red Lake Gold by that participating insider.

Regulatory notices

The financing is exempt from the formal 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 the company's market capitalization.

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

We seek Safe Harbor.