Vancouver, British Columbia, November 28, 2024 – TheNewswire – Red Lake Gold Inc. (CSE: RGLD)(“Red Lake Gold” or the "Corporation") reports that it intends to amalgamate its two wholly-owned subsidiaries (an “Internal Amalgamation”), with an effective date of November 30, 2024 (such date being congruent with the Corporation’s year-end period). Pursuant to IFRS, Red Lake Gold’s consolidated financial statements already integrate the accounts of its two wholly owned subsidiaries and there is no action required on the part of shareholders with respect to the Internal Amalgamation.

Highlighted by recent results at its Whirlwind Jack Gold Project (“Whirlwind Jack”)(see news release, Red Lake Gold Inc. Reports Strong Gold-In-Soil Results and Highlights Multi-Kilometric LP Fault Gold Target Setting, dated November 21, 2024), the Corporation currently intends to advance forward-focused efforts within a single consolidated corporate entity.

As historic context, the Corporation had originally structured one of its two wholly owned subsidiaries (related to its Fenelon North project) to optimize any potential for an independent entity for shareholders if certain preconditions related to exploration at the Fenelon North project and regional operator metrics proximate to that project were achieved over time (threshold criteria which the Corporation views as not crossed), and the Corporation likewise retained the other wholly owned subsidiary for similar corporate flexibility purposes. In the past, Red Lake Gold completed a plan of arrangement with a wholly owned subsidiary (Alma Gold Inc.). Without limitation, the two existing wholly-owned subsidiaries are no longer deemed necessary by the Corporation given market conditions, alongside its ability to consolidate internal affairs at the corporate-parent level.

No securities will be issued in connection with the Internal Amalgamation and the Corporation’s share capital will remain unchanged. All of the issued and outstanding shares of the subsidiaries will be cancelled without any repayment of capital in respect of them and the assets, liabilities and obligations of the subsidiaries, to the extent applicable, will be assumed by the Corporation.

The Internal Amalgamation is expected to rationalize corporate structure by simplifying various legal, tax and reporting matters and may therein beneficially result in certain modest future cost savings for the Corporation, which Red Lake Gold sees as prudent when it considers sector-wide valuation-levels for junior gold equities listed in Canada.

On Behalf of the Board of Directors

Ryan Kalt
Chief Executive Officer
T: 604.687.2038
Email: info@redlakegold.ca

Forward-Looking Statements

This news release contains forward-looking statements. Forward-looking statements address future events and conditions and therefore involve inherent risks and uncertainties, including but not limited to the Internal Amalgamation, if completed, and matters therewith arising, as well as to any exploration results and/or interpretations related to the Corporation’s Whirlwind Jack and/or Fenelon North projects. Actual results may differ materially from those currently expected or forecast in such statements.

Neither the CSE nor its Regulation Services Provider (as that term is defined in the policies of the CSE Exchange) accepts responsibility for the adequacy or accuracy of this release.