Mr. Nicholas Koo reports
RED LAKE GOLD INC. DISCONTINUES FINANCING, PROVIDES CORPORATE UPDATE
Red Lake Gold Inc. has discontinued its previously announced financing (see news release dated May 16, 2025).
There was no material arm's-length/market demand for the financing
There was no material interest by insiders, as that term is defined by securities regulations, for the financing.
The corporation's sole control person, Ryan Kalt, declined participation in the financing, and did not provide any funds to the issuer, directly or indirectly, under the now discontinued financing. To recent public filings related to past capital raises by the issuer, Mr. Kalt had been a principal provider of equity-based working capital and equity-based exploration financing to the issuer.
Given the absence of market interest in the financing and elsewise, the issuer has determined that market-based interest/support of its current project holdings is nominal, and below commercially viable thresholds required to sustain operations and/or advance exploration.
Advancement of the issuer's interests will require parties interested in financing the same, whether on terms similar to the now discontinued financing, or otherwise.
Including, without limitation, for those reasons set forth in the issuer's interim financial statements for the period ended Feb. 28, 2025 (as dated and filed April 28, 2025), the issuer previously recognized an impairment to the carrying value of its Whirlwind Jack gold project. The corporation believes the apparent absence of an available financing market, including -- as example -- through the lack of arm's-length interest in the financing, serves to market-affirm the issuer's previously reported impairment of the Whirlwind Jack gold project, as so then constituted.
The corporate requires working capital to remain a going-concern.
The listed exchange of the issuer imposes certain conditions, including as generally relate to the terms of financings, including minimum pricing and participant limitations, which may restrict the issuer's ability to raise arm's-length and/or related party capital under market-based conditions and therein remain a going concern. The corporation may look to evaluate its public standing depending upon future developments.
Given the apparent lack of market interest in the issuer as it is currently comprised, the issuer recognizes that a different project of exploration focus and/or business focus may be required to sufficiently interest capital markets in the issuer's equity, and connected to the same, to remain a going concern. The issuer intends to seek new and/or additional mineral interests -- prospectively limited by its current working position -- that may otherwise facilitate improved market interest and/or access to capital. There is no assurance that the issuer will be successful in such pursuits.
As part of the process to identify interests necessary to support itself as a going concern, the issuer anticipates that it may also engage a third party valuation firm, to determine what, if any, residual value the mining claims of the Whirlwind Jack gold project have. In the absence of further exploration -- which requires market-based provision of capital -- all mining claims held in association with the same will lapse without value through the ordinary-course Crown reversion process given continuing and indefinite assessment duties that are governmentally imposed. The corporation presently carries the Whirlwind Jack gold project at a nominal value (see the issuer's most recent financial statements for the interim period ended May 31, 2025, as dated and filed June 17, 2025).
The corporation shall endeavour to provide future updates, as applicable and where appropriate.
We seek Safe Harbor.
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