Red Pine Exploration Inc.

==> picture [105 x 33] intentionally omitted <==

ANNUAL INFORMATION FORM

FOR THE FINANCIAL YEAR ENDED JULY 31, 2021

Dated June 14, 2022

GENERAL MATTERS ............................................................................................................................................... 1 CORPORATE STRUCTURE .................................................................................................................................... 3 GENERAL DEVELOPMENT OF THE BUSINESS ............................................................................................... 3 DESCRIPTION OF THE BUSINESS ....................................................................................................................... 7 WAWA GOLD PROJECT ....................................................................................................................................... 10 RISK FACTORS ....................................................................................................................................................... 19 DIVIDENDS ............................................................................................................................................................... 26 DESCRIPTION OF CAPITAL STRUCTURE....................................................................................................... 26 MARKET FOR SECURITIES ................................................................................................................................. 27 DIRECTORS AND EXECUTIVE OFFICERS ...................................................................................................... 28 LEGAL PROCEEDINGS AND REGULATORY ACTIONS ............................................................................... 30 INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS.................................... 31 TRANSFER AGENT AND REGISTRAR .............................................................................................................. 31 MATERIAL CONTRACTS ..................................................................................................................................... 31 INTERESTS OF EXPERTS ..................................................................................................................................... 31 ADDITIONAL INFORMATION ............................................................................................................................. 31

GENERAL MATTERS

Cautionary Note Regarding Forward-Looking Statements

This Annual Information Form (“ AIF ”) contains “forward-looking information” within the meaning of applicable Canadian securities legislation or “forward-looking statements” within the meaning of applicable United States securities legislation (collectively, “ forward-looking statements ”). The forward-looking statements herein reflect management’s expectations regarding the future growth, results of operations, performance and business prospects and opportunities of Red Pine Exploration Inc. (the “ Corporation ”, “ Red Pine ” or “ we ”). Such forward-looking statements may include, but are not limited to, statements with respect to the future outlook of the Corporation; business plans and strategies; proposed exploration and drilling plans; future commodity prices; success of exploration activities; upgrading categories of mineral resources, results of the Updated Technical Report (as hereinafter defined); the characteristics and potential of the Wawa Gold Project (as hereinafter defined); completion of any recommended work programs or expansions, and any timing thereof; and working capital.

Often, but not always, forward-looking statements can be identified by the use of words such as “plans”, “expects”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, or “believes” or variations (including negative and grammatical variations) of such words and phrases, or statements that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved.

Forward-looking statements involve known and unknown risks, uncertainties, and other factors that may cause the actual results, performance or achievements of the Corporation to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements including (but not limited to) the risk factors referred to under the heading “ Risk Factors ” in this AIF. Such risks relate to, among others:

The Corporation’s Ability to Continue as a Going Concern;
Uncertainty Relating to Mineral Resources;
Exploration Stage Corporation;
Exploration, Mining Operations and Insurance;
Commodity Prices;
Additional Capital Requirements;
Aboriginal Land Claims;
COVID-19 Coronavirus Outbreak;
Government Regulation, Permits and Licenses;
Environmental Risks and Hazards and Permitting;
Title to Property;
Price Volatility;
Competition;
Information Technology and Social Media;
Military Conflict in Ukraine;
Climate Change;
Legal and Accounting Requirements and Risk of Non-Compliance;
Expense of Compliance with Changing Corporate Governance Regulations;
Reliance on Management and Consultants;
Dependence on Good Relations with Employees;
Litigation;
Dividend Policy;
Conflicts of Interest; and
Accounting Policies and Internal Controls,

The forward-looking statements made herein are based upon a number of expectations and assumptions, many of which are beyond the Corporation’s control, that could cause actual results to differ materially. With respect to the forward-looking statements, the Corporation has made assumptions regarding, among other things:

General economic and political conditions (including but not limited to the impact of the continuance or escalation of the military conflict between Russia and Ukraine, and economic sanctions in relation thereto);
Stable and supportive legislative, regulatory and community environment in the jurisdictions where the Corporation operates;
Anticipated trends and effects in respect of the COVID-19 pandemic and post-pandemic.
Demand for gold and other precious metals;
Estimates of, and changes to, the market prices for gold and other precious metals;
The Corporation’s market position and future financial and operating performance;
The Corporation’s estimates of mineral resources, including whether mineral resources will ever be developed into mineral reserves;
Anticipated timing and results of exploration, drilling, and development activities;
Reliability of technical data;
The Corporation’s ability to obtain financing on satisfactory terms to develop the Wawa Gold Project and other mineral properties of the Corporation;
The Corporation’s ability to retain and attract key personnel with the abilities to develop and execute plans for exploring mineral properties, developing the Corporation and financing its activities;
The Corporation’s ability to compete with other mining businesses for the supply and services required to conduct its exploration and operating plans;
The Corporation’s ability to obtain and maintain mining, exploration, environmental and other permits, authorizations and approvals for the Wawa Gold Project and the other mineral properties of the Corporation;
The timing and outcome of regulatory and permitting matters;
The exploration, drilling and operational costs;
The accuracy of budget and drilling estimates;
Successful negotiation of definitive commercial and other service agreements; and
The Corporation’s ability to operate in a safe and effective manner.

Although the Corporation has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. Forward-looking statements contained herein are made as of the date of this AIF and the Corporation disclaims any obligation to update any forward-looking statements, whether as a result of new information, future events or results or otherwise, except as required by applicable laws. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. Additional information about these assumptions, risks and uncertainties is contained in the Corporation’s filings with securities regulators, including the Corporation’s most recent annual and interim MD&A, which are available on SEDAR at www.sedar.com.

Market Industry Data

The market and industry data contained in this AIF is based upon information from independent industry and other publications and our knowledge of, and experience in, the industry in which we operate. Market and industry data is subject to variations and cannot be verified with complete certainty due to limits on the availability and reliability of raw data at any particular point in time, the voluntary nature of the data gathering process or other limitations and uncertainties inherent in any statistical survey. Accordingly, the accuracy and completeness of this data are not guaranteed. We have not independently verified any of the data from third party sources referred to in this AIF or ascertained the underlying assumptions relied upon by such sources. While we are not aware of any misstatements regarding the market and industry data presented in this AIF, such data involves risks and uncertainties and is subject to change based on various factors, including those factors discussed under the headings “ Forward-Looking Statements ” and “ Risk Factors ” in this AIF.

Cautionary Note Regarding Mineral Resource Estimates

Technical disclosure regarding the Corporation’s properties included in this AIF, and in the documents incorporated herein by reference has not been prepared in accordance with the requirements of U.S. securities laws. Without limiting the foregoing, such technical disclosure uses terms that comply with reporting standards in Canada and estimates are made in accordance with NI 43-101. Unless otherwise indicated, all mineral resource estimates contained in the technical disclosure have been prepared in accordance with NI 43-101 and the CIM Definition Standards.

Under the SEC rules regarding disclosure of technical information, and the SEC recognizes “measured mineral resources”, “indicated mineral resources” and “inferred mineral resources” definitions which are substantially similar to the corresponding CIM Definition Standards. However, there are still differences in the definitions and standards under the SEC rules and the CIM Definition Standards. Therefore, the Corporation’s mineral resources as determined in accordance with NI 43-101 may be significantly different than if they had been determined in accordance with the SEC rules.

Qualified Person

Quentin Yarie, P.Geo, the Corporation’s President and Chief Executive Officer is the “qualified person”, as defined by NI 43-101, who has reviewed and approved the technical information disclosed in this AIF (other than the technical information derived from the Updated Technical Report).

Currency

Unless otherwise specified, references in this AIF to “$” are to Canadian dollars.

Date of Information

Unless otherwise specified, the information contained in this AIF is presented as at June 14, 2022.

CORPORATE STRUCTURE

Red Pine Exploration Inc. was incorporated under the Business Corporations Act (Ontario) on July 22, 1936.

The Corporation’s head office and registered office is located at 1001-145 Wellington Street West, Toronto, Ontario, M5J 1H8.

The Corporation has one wholly-owned subsidiary, Augustine Ventures Inc. (“ Augustine ”), a corporation incorporated under the Business Corporations Act (Ontario).

GENERAL DEVELOPMENT OF THE BUSINESS

Business of the Corporation

The Corporation is engaged in the identification, acquisition and exploration of mineral properties with a particular focus on gold exploration projects located in northern Ontario. The Corporation’s flagship asset is a 100%-owned gold exploration project located near Wawa, Ontario, Canada (the “ Wawa Gold Project ” or the “ Project ”). The common shares of the Corporation (the “ Common Shares ”) are listed on the TSX Venture Exchange (the “ TSXV ”) (TSXV: RPX) and OTCQB Marketplace (OTCQB: RDEXF).

Three Year History

Over the last three completed financial years of the Corporation, the following significant events have occurred:

Financial Year Ended July 30, 2019

Private Placement Financing

On December 28, 2018, the Corporation completed a non-brokered private placement financing resulting in gross proceeds of $3,691,500 (the “ December 2018 Financing ”). The December 2018 Financing closed in several tranches. Pursuant to the December 2018 Financing, the Corporation sold an aggregate of (i) 37,380,000 non-flow through units (the “ Units ”) with each Unit being comprised of one pre-consolidation Common Share (a “ 2018 Share ”) and one-half of one pre-consolidation Common Share purchase warrant of the Corporation (each whole warrant, a “ 2018 Warrant ”), at a price of $0.05 per Unit; and (ii) 36,450,000 Common Shares (the “ 2018 FT Shares ”) such 2018 FT Shares qualifying as "flow-through shares" (within the meaning of subsection 66(15) of the Income Tax Act (Canada)), at a price of $0.05 per 2018 FT Share. Each December 2018 Warrant was exercisable to acquire one pre-consolidation Common Share at a price of $0.075 per pre-consolidation Common Share until December 28, 2020. In consideration for their services, the Corporation paid certain finders a cash commission and non-transferable compensation options (the “ December 2018 Compensation Options ”). The December 2018 Compensation Options were exercisable into pre-consolidation Common Shares at a price of $0.05 per preconsolidation Common Share until December 28, 2020.

Technical Report

On December 31, 2018, the Corporation filed a technical report on the Minto Mine South Project entitled “National Instrument 43-101 Initial Technical Report for the Minto Mine South Property”, with an effective date of December 31, 2018 (mineral resource effective date of November 7, 2018).

Technical Report

On July 16, 2019, the Corporation filed a technical report on the Wawa Gold Project entitled “National Instrument 43-101 Technical Report for the Wawa Gold Project”, with an effective date of July 16, 2019 (mineral resource effective date of May 31, 2019).

Financial Year Ended July 30, 2020

Increase in Wawa Gold Project Interest

On December 11, 2019, the Corporation announced that its ownership interest in the Wawa Gold Project increased from 60% to 64.5% as a result of Citabar Limited Partnership (“ Citabar ”) not funding its pro rata share of the balance of the 2019 exploration budget. Correspondingly, Citabar’s interest was reduced to 35.5%.

Private Placement Financing

On December 31, 2019, the Corporation completed a brokered private placement financing resulting in gross proceeds of $3,779,722.24 (the “ December 2019 Financing ”). Pursuant to the December 2019 Financing, the Corporation sold an aggregate of (i) 25,892,850 units (the “ FT Units ”) with each FT Unit being comprised of one pre-consolidation Common Share (a “ 2019 FT Share ”), such 2019 FT Shares qualifying as "flow-through shares" (within the meaning of subsection 66(15) of the Income Tax Act (Canada)), and one-half of one non-flow-through pre-consolidation Common Share purchase warrant of the Corporation (each whole warrant, a “ December 2019 Warrant ”) at a price of $0.035 per FT Unit for gross proceeds of $906,249.75; and (ii) 82,099,214 non-flowthrough units of the Corporation (the “ Non-FT Units ”) with each Non-FT Unit being comprised of one preconsolidation Common Share (issued on a non-”flow-through” basis) and one whole December 2019 Warrant, at a price of $0.035 per Non-FT Unit for gross proceeds of $2,873,472.49. Each December 2019 Warrant was exercisable to acquire one pre-consolidation Common Share at a price of $0.05 per pre-consolidation Common Share until December 31, 2021. The December 2019 Financing was led by Haywood Securities Inc. (“ Haywood ”). In consideration for its services, the Corporation paid Haywood a cash commission equal to 6.0% of the gross proceeds from the December 2019 Financing and issued to Haywood non-transferable compensation options (the “ December 2019 Compensation Options ”) equal to 6.0% of the aggregate number of securities issued under the

December 2019 Financing. The December 2019 Compensation Options were exercisable into Non-FT Units at a price of $0.05 per Non-FT Unit until December 31, 2021.

Pursuant to the December 2019 Financing, Alamos Gold Inc. (“ Alamos ”) subscribed for 52,995,253 Non-FT Units at a purchase price of $1,854,833.86. As of the date of the December 2019 Financing, Alamos owned 52,995,253 pre-consolidation Common Shares and 52,995,253 pre-consolidation Common Share purchase warrants, which represented 11.10% of issued and outstanding pre-consolidation Common Shares on an undiluted basis or 19.99% of issued and outstanding pre-consolidation Common Shares on a partially diluted basis. Alamos and the Corporation also entered into an investor rights agreement, pursuant to which Alamos, provided that it owns at least a 10% interest in the Corporation, was granted certain investor rights including, but not limited to:

Alamos has the right to participate in future equity financings of the Corporation to maintain its pro rata ownership prior to such equity financings. Alamos has a one-time right, on the first equity financing completed under the investor rights agreement, to increase its ownership to 19.99% of the Corporation’s issued and outstanding Common Shares on a partially diluted basis.
Alamos has a right to require the Corporation to appoint its nominee to the board of directors of the Corporation (the “ Board of Directors ”). Alamos exercised this right and Nils F. Engelstad currently serves on the Board of Directors as the nominee of Alamos.
Alamos will have the right to appoint two members to a newly created exploration committee of the Corporation (the “ Exploration Committee ”), with Red Pine having the right to appoint any number of members. As of the date hereof, the Board of Directors has not created an Exploration Committee, nor has Alamos exercised this right. The Corporation’s overall exploration strategy, planning and budgeting is addressed by the Board of Directors, with more detailed exploration issues delegated to the Technical Committee of the Board of Directors.

Covid-19 Outbreak and Effect on Operations

On March 31, 2020, the Corporation announced that, due to the COVID-19 outbreak, drilling at the Wawa Gold Project would be suspended.

On May 7, 2020, the Corporation announced the relaunching of field activities and drilling at the Wawa Gold Project. Drilling resumed on the Wawa Gold Project on June 2, 2020. The short cessation of diamond drilling due to COVID-19 did not materially impacted its 2020 drill program. Costs were slightly reduced due to COVID-19 operational challenges which resulted in fewer staff on site (limited to five people) and a change in rotation of geologists from a 14-day-on/14-day-off schedule to a 20-day-on/10-day-off program. Daily hours were adjusted so that monthly work hours remained the same. Lower travel costs resulting from longer shifts slightly reduced costs. Following the short hiatus of the diamond drilling program due to COVID-19, the Corporation resumed a normal work schedule for employees as restrictions due to COVID-19 were lifted. As a result, the Corporation completed the diamond drilling program in September 2020.

Financial Year Ended July 30, 2021

Announcement of the Transaction

On February 22, 2021, the Corporation entered into a definitive securities purchase agreement with 874253 Ontario Limited and the Estate of Bernard C. Sherman (collectively, the “ Vendors ”) for the acquisition of the partnership interests in Citabar (the “ Transaction ”).

Share Consolidation

On March 15, 2021, the Corporation completed a consolidation of the Common Shares on 10:1 basis. Unless otherwise stated, all references to Common Shares herein are displayed on a post-Consolidation basis.

Subscription Receipt Financing

On March 23, 2021, the Corporation completed a brokered private placement financing resulting in gross proceeds of $20,026,805 (the “ Subscription Receipt Offering ”). Pursuant to the Subscription Receipt Offering, the Corporation sold an aggregate of 47,619,015 subscription receipts of the Corporation (the “ Subscription Receipts ”), in varying tranches and at varying offering prices. The proceeds were placed in escrow with the Corporation’s transfer agent and were released upon satisfaction of the escrow release conditions, which included the satisfaction of the conditions precedent to the completion of the Transaction, as discussed below. The Subscription Receipt Financing was led by Haywood. In consideration for its services, the Corporation paid Haywood a cash commission equal to 6.0% of the gross proceeds from the Subscription Receipt Financing, and issued to Haywood non-transferable compensation options (the “ SR Compensation Options ”) equal to 6.0% of the aggregate number of Subscription Receipts issued under the Subscription Receipt Financing. The SR Compensation Options are exercisable into Common Shares at a price of $0.40 per Common Share until March 23, 2023.

Closing of the Transaction

On March 30, 2021, the Corporation completed the previously announced Transaction with the Vendors, for the consolidation of the Wawa Gold Project. Following the completion of Transaction, the Corporation now holds a 100% ownership interest in the Wawa Gold Project.

Pursuant to the terms of the Transaction, the Corporation satisfied the purchase price of $12,605,396 through the payment of $11,341,315 in cash, the granting of a 2% net smelter return royalty (the “ NSR ”) valued at $160,000 and the set-off of $1,104,081 payable to the Corporation by the Vendors. 1.5% of the 2% NSR is subject to a buyback for a total cost of $1,750,000. The Corporation elected to not issue any Common Shares to the Vendors in connection with the Transaction. Pursuant to the terms of the Transaction, the Corporation acquired the outstanding securities of Wawa GP Inc., the general partner of Citabar, from 874253 Ontario Limited and the limited partnership interest in Citabar from the Estate of Bernard C. Sherman. In acquiring all of the outstanding securities of Citabar, the Corporation consolidated 100% of the ownership interest in the Wawa Gold Project by indirectly acquiring the remaining interest that it did not already hold.

In connection with the Transaction: (i) 37,567,400 Subscription Receipts were automatically exchanged for one Common Share; (ii) 5,555,212 tranche 1 flow-through Subscription Receipts (the “ Tranche 1 FT Subscription Receipts ”) and 4,496,403 tranche 2 flow-through Subscription Receipts (the “ Tranche 2 FT Subscription Receipts ” and together with the Tranche 1 FT Subscription Receipts, the “ FT Subscription Receipts ”) were automatically exchanged for the right (each, a “ Right ”) to subscribe for one Common Share that qualifies as a “flow through” share within the meaning of subsection 66(15) of the Income Tax Act (Canada) pursuant to subscription and renunciation agreements entered into by the Corporation and the subscribers of the FT Subscription Receipts following the issuance of the Rights. Following the transactions described above, a total of 47,619,015 Common Shares have been issued in connection with the Subscription Receipt Offering.

Acquisition of War Eagle Claims

On April 19, 2021, the Corporation announced that it entered into a definitive property purchase agreement with 2533258 Ontario Corp. dated April 16[th] , 2021, to acquire 100% interest in additional mining claims located in the McMurray Township, Michipicoten region of Ontario (the “ War Eagle Claims ”). The War Eagle Claims are located within the perimeter of the Wawa Gold Project. Red Pine purchased all the rights, titles and interests in and to the War Eagle Claims for $240,000 in cash and the issuance of 83,333 Common Shares. The acquisition of the War Eagle Claims aligned with the Corporation’s strategy of consolidation of the Wawa Gold Project land package.

Updated Technical Report

On August 18, 2021, the Corporation filed an updated technical report on the Wawa Gold Project entitled “National Instrument 43-101 Technical Report for the Wawa Gold Project”, with an effective date of August 6, 2021 (mineral resource effective date of May 31, 2019)(the “ Updated Technical Report ”). The Updated Technical Report was prepared by Golder Associates Ltd. (“ Golder ”). The “qualified persons” (each, a “ QP ”) for the Updated Technical Report are Mr. Brian Thomas, P.Geo., Ms. Jennifer Simper, P.Geo. and Mr. Steve Haggarty, P.Eng., all of whom are independent QPs as defined under NI 43-101.

Recent Developments from July 30, 2021 to the date hereof

Sale of Algoma-Talisman Property

On August 19, 2021, the Corporation announced the sale of its Algoma-Talisman gold-prospective property (the “ AT Property ”) located in Newton Township, Ontario to Newton Gold Corp. (“ Newton ”), pursuant to a property purchase agreement dated August 19, 2021 (the “ AT Agreement ”). The total purchase price (the “ Purchase Price ”) was C$1,050,000, payable by Newton to the Corporation as follows: (a) CAD $550,000 paid on August 19, 2021; and (b) CAD $500,000 payable on or before December 31, 2021. In addition, Newton granted a net smelter royalty of 1.5% (the “ Royalty ”) from mineral production on the AT Property to Red Pine, which can be repurchased by Newton for $500,000. Title to the AT Property transferred upon full payment of the Purchase Price on October 28, 2021.

Private Placement Financing

On November 18, 2021, the Corporation completed a brokered private placement financing resulting in gross proceeds of C$8,400,405 (the “ November 2021 Financing ”). Pursuant to the November 2021 Financing, the Corporation sold an aggregate of 12,923,700 Common Shares (“ 2021 FT Shares ”) at a price of C$0.65 per 2021 FT Share, such 2021 FT Shares qualifying as "flow-through shares" (within the meaning of subsection 66(15) of the Income Tax Act (Canada)). The November 2021 Financing was led by Haywood. In consideration for its services, the Corporation paid Haywood a cash commission equal to 6.0% of the gross proceeds from the November 2021 Financing, and issued to Haywood non-transferable compensation options (the “ November 2021 Compensation Options ”) equal to 6.0% of the aggregate number of 2021 FT Shares issued under the November 2021 Financing. The November 2021 Compensation Options are exercisable into Common Shares at a price of $0.50 per Common Share until November 18, 2023.

Warrant Exercises

In November and December 2021, 8,599,623 Common Share purchase warrants were exercised, resulting in 8,599,623 Common Shares being issued at a price of $0.50 per Common Share, for gross proceeds of $4,299,812. The number of Common Share purchase warrants exercised represents 86.5% of the Common Share purchase warrants otherwise expiring on December 31, 2021, including Alamos which exercised 5,299,525 Common Share purchase warrants for gross proceeds of $2,649,762.

ESG Report

On March 14, 2022, the Corporation announced the publication of its inaugural 2021 Environmental, Social, and Governance Report (the “ ESG Report ”). The ESG Report highlights significant progress achieved by the Corporation during the past year and future benchmarks, including:

Red Pine is currently involved in Surface Water Monitoring in the Parkhill and Darwin-Grace areas of the Wawa Gold Project for any run-off that may enter Trout Creek or eventually into the Michipicoten River System.
Red Pine has a mutually agreed upon consultation process to identify adverse impacts to Aboriginal and treaty rights, and engage with respect to accommodation, with an aim to establish a mutually beneficial, positive, and productive relationship.
Red Pine’s objective is to develop a mutually beneficial and respectful relationship with local communities within the direct area of interest of the mineral concessions in Wawa.
Red Pine is currently in the process of completing a Mine Closure Plan. Under this Closure Plan, the Corporation is in the monitoring stage of vegetation and lake biodiversity. The current Wawa Gold Project is a brownfield site with 8 historic gold mines on the property dating back to the late 1800's.

DESCRIPTION OF THE BUSINESS

The Corporation is engaged in the identification, acquisition and exploration of mineral properties with a particular focus on gold exploration projects located in northern Ontario. The Corporation’s flagship asset is the 100%-owned Wawa Gold Project. The Common Shares are listed on the TSXV (TSXV: RPX) and OTCQB Marketplace (OTCQB: RDEXF).

The Corporation is in the exploration stage and does not operate any producing mines. The long-term business objectives of the Corporation are to: (i) acquire mineral properties it considers prospective to strengthen its portfolio of properties; (ii) advance the geological knowledge of its mineral properties through successive exploration programs; and (iii) determine if it is feasible to develop the properties into mining operations and, if deemed advantageous, dispose of its mineral properties.

In conducting its search for additional mineral properties, the Corporation may consider acquiring properties that it considers prospective based on criteria such as the exploration history or location of the properties, or a combination of these and other factors. Risk factors to be considered in connection with the Corporation’s search for and acquisition of additional mineral properties include the significant expenses required to locate and establish mineral reserves; the fact that expenditures made by the Corporation may not result in discoveries of commercial quantities of minerals; environmental issues; land title; competition; and the potential failure of the Corporation to generate adequate funding for any such acquisitions. See “ Risk Factors ” section of this AIF.

Summary of Mineral Properties

Wawa Gold Project

The Wawa Gold Project is the Corporation’s main property and its principal exploration focus. As at July 31, 2021, the Wawa Gold Project consisted of 17 mining leases, 57 mining patents and 286 mining claims totaling 6,491 contiguous hectares and hosted several past producing mines. For a summary of the Wawa Gold Project and the Updated Technical Report thereon, see “Wawa Gold Project ” in this AIF.

Non-Material Properties and Assets

The Corporation’s other non-material mineral properties and assets are listed below. At this time, the Corporation is not focusing on these properties or assets:

Cayenne Property

The Corporation holds a 100% interest in a property consisting of 4 unpatented claims and 1 lease covering 131 hectares in Genoa Township, located approximately 110 kilometres southwest of Timmins, Ontario.

Mortimer Property

The Corporation holds a 100% interest in a block of 22 contiguous unpatented mining claims (the “ Mortimer Property ”) covering approximately 475.5 hectares in the Dore Township approximately 110 kilometres southwest of Timmins, Ontario. The previous owners of the Mortimer Property retain net smelter return royalties ranging between 0.2% and 2% on certain claims and the Corporation has the option to purchase a portion of these net smelter royalties for various cash payments.

Fern Elizabeth Property

The Corporation holds a 100% interest in 55 unpatented mining claims covering 680 hectares located approximately 10 kilometres northwest of Atikokan, Ontario.

Goalie Stick Property

The Corporation holds a 100% interest in 22 unpatented mining claims covering 276 hectares located in Garrison and Rand Townships, Ontario.

Net Smelter Return Royalty

The Corporation retains a 1.5% net smelter return royalty on approximately 75 square kilometres of claims approximately 20 kilometres east of Chapleau, Ontario.

Outlook and Exploration Program

The Corporation’s primary focus is to complete its Phase 1 2022 drilling campaign of 25,000 metres by the summer of 2022 and to continue its other exploration and evaluation activities to grow the mineral resource potential of the Wawa Gold Project. The program encompasses an expansion of the contractor drill fleet from 2 drills to up to 4 drills on-site, with multiple operators. The program is expected to be focused approximately 60% on areas which have the potential to expand the current Surluga and Minto South mineral resources and approximately 40% of the program will focus on our priority greenfield targets Grace-Darwin, Hornblende Shear Zone and the Sadowski Zone.

Plans for the fiscal year 2022 include optimizing the drilling program execution; increasing productivity; expanding the team of geologists and core technicians; increasing the number of drillers onsite; and enhancing contract performance analysis and execution. Drilling targets include “greenfield” exploration in the Darwin-Grace area to continue testing the hypothesis that gold mined in the lower levels of the Darwin-Grace mine could extend closer to surface.

The Corporation will evaluate the progress of the Phase 1 2022 drilling program and the related results and from this evaluate its plans for commencing a Phase 2 drilling program in 2022. The scope and timing of such a second program will be dependent on the availability of financing.

Specialized Skill and Knowledge

Numerous types of specialized skill and knowledge are required in the exploration for minerals, and in the subsequent development, construction and operation of a mine. These include specialized geological, engineering, and related technical skills. The Corporation has the necessary skilled employees and consultants in order to carry on its business as conducted, and where not available internally, the Corporation has been able to retain external firms to provide the necessary skills.

Competitive Conditions

The mineral exploration and mining business is competitive in all its phases. The Corporation competes with numerous other companies and individuals, including competitors with greater financial, technical and other resources, in the search for needed equipment and qualified employees and contractors with the experience and skill sets required to explore the Wawa Gold Project.

Cycles

There are significant uncertainties regarding the prices of gold and other precious metals and in the availability of equity financing for the purposes of mineral exploration. For instance, the price of gold has fluctuated widely in recent years and it is expected that fluctuations will continue. Management of the Corporation is not aware of any trend, commitment, event or uncertainty either presently known or reasonably expected by the Corporation to have a material adverse effect on the Corporation’s business, financial condition or results of operations other than the normal speculative nature of the natural resource industry and the risks disclosed in this AIF under the heading “ Risk Factors ”.

Environmental Protection

All phases of the Corporation’s exploration activities are subject to environmental regulation. A breach of such regulations may result in the imposition of fines and penalties. In addition, environmental legislation is evolving in a manner which will require stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects and a heightened degree of responsibility for companies and their officers, directors and employees. The cost of compliance with changes in governmental regulations has the potential to reduce the viability or profitability of Corporation operations. Management ensures full compliance at all times with the environmental legislation in those jurisdictions in which it holds property or is exploring. See “ Risk Factors – Environmental Risks and Hazards ”.

Number of Employees

As of July 31, 2021, the Corporation had 16 employees in addition to the Chief Executive Officer, the Chief Financial Officer, and the VP Exploration. As of May 31, 2022, the Corporation had 28 employees in addition to the Chief Executive Officer, the Chief Financial Officer, and the VP Exploration. Certain professional, administrative and geological services are provided to the Corporation by independent contractors, including corporations and/or individuals who may be officers or directors of Red Pine. No assurance can be given that qualified employees can be retained by Red Pine when necessary. See “ Risk Factors – Dependence on Good Relations with Employees ”.

Social and Environmental Policy

On March 14, 2022, the Corporation announced the publication of its inaugural 2021 ESG Report. See “General Development of the Business – Three Year History - Recent Developments from July 30, 2021 to the date hereof – ESG Report”.

WAWA GOLD PROJECT

The Corporation currently considers the Wawa Gold Project to be the only material mineral project of the Corporation.

The following description of the Wawa Gold Project is an extract from the summary section of the Updated Technical Report on the Wawa Gold Project, with necessary changes to conform the style of the Updated Technical Report to this AIF. The Updated Technical Report was prepared by Golder. The QPs for the Updated Technical Report are Mr. Brian Thomas, P.Geo., Ms. Jennifer Simper, P.Geo. and Mr. Steve Haggarty, P.Eng., all of whom are independent QPs as defined under NI 43-101.

The summary of the Updated Technical Report contained herein is qualified in its entirety by the full text of the Updated Technical Report, which is incorporated by reference herein. Any capitalized terms and table references used in the summary below and not otherwise defined herein have the same meanings and references given to those terms and tables in the Updated Technical Report. The Updated Technical Report is available under the Corporation’s SEDAR profile at www.sedar.com, and from the Corporation’s website.

Summary

The Wawa Gold Project is located near Wawa, Ontario, Canada. Red Pine owns a 100% effective interest in the Project, after the completion of an acquisition of the outstanding Citabar interest.

The Updated Technical Report was prepared for Red Pine and presents updated exploration data for the Project including the Surluga and Minto Mine South deposits. New exploration data include metallurgical test results for both deposits and additional drilling, trenching and surface mapping results for many of the mineralized structures of the Project.

The Mineral Resource estimates and the Updated Technical Report were prepared by Golder in collaboration with Haggarty for the metallurgy section. The Mineral Resources are disclosed in accordance with the Canadian Securities Administrators’ NI 43-101 and this Updated Technical Report follows the requirements of Form 43101F1.

Mineral Resource estimates were determined following the Canadian Institute of Mining, Metallurgy and Petroleum (CIM) Estimation of Mineral Resource and Mineral Reserves Best Practices Guidelines (November 2003) and were classified following the CIM Definition Standards for Mineral Resources & Mineral Reserves (May 2014). Mineral Resource estimates remain unchanged from the July 16, 2019, Technical Report, titled “National Instrument 43-101 Technical Report for the Wawa Gold Project.”

The Qualified Persons (QPs) for this Updated Technical Report are Mr. Brian Thomas, P.Geo., and Ms. Jennifer Simper, P.Geo., both are independent QPs, as defined under NI 43-101 and employees of Golder. The QP for metallurgy is Mr. Steve Haggarty, P.Eng., an independent QP, as defined under NI 43-101 and an employee Haggarty Technical Services, based in Burlington, Ontario, Canada. The Updated Technical Report effective date is August 18, 2021.

A QP personal site inspection of the Project was last conducted by Brian Thomas between March 21, 2019, and March 22, 2019, in order to observe site conditions, review geological data collection and Quality Assurance and Quality Control (QA/QC) procedures and results, confirm drill collar locations, and complete verification sampling of drill core.

Property Description and Ownership

Project Description and Location

The Project is located 2 kilometres (km) east of the Town of Wawa, Ontario and approximately 650 kilometres (km) northwest of Toronto. The Project is within the McMurray Township (NTS 41/n14) and centred on Universal Trans Mercator (UTM) North American 1983 Datum (NAD83) (Zone 16N) 669,800 m east (east or E) and 5,315,000 metres (m) north (north or N). Legal access is available via Highway 101 from Wawa and the Surluga Mine Road, a private road owned and maintained by Red Pine.

Red Pine holds a 100% interest in the Project after the March 2021 acquisition of Citabar.

The Project consists of 286 unpatented and 122 patented or leased mining claims, totalling 6,803 hectares (Ha).

Accessibility, Climate, Local Resources, Infrastructure, and Physiography

The Wawa Gold Project can be accessed by driving 2 km on Highway 101 from the Town of Wawa, ON, and then turning south (south or S) onto a gravel road using a 2-wheel drive vehicle. During the winter months, the main access road to the property from Highway 101 is ploughed. Areas off the main road can be accessed by snowmobiles, or All-Terrain Vehicles (ATVs).

Wawa is located at 289 metres above mean sea level (m asl) and the property is hilly with a range of elevations from 300 m to 400 m asl. Steep ridges exist locally. The property is forested with spruce, pine, poplar and birch being the dominant species.

The vicinity to Lake Superior has a significant impact on the climate on the property. Environment Canada has recorded weather details in Wawa since 1981 (http://climate.weather.gc.ca) and showed that the warmest temperatures are recorded in July and August (daily mean 15°C; daily maximum 20.8°C). The coldest temperatures are typically recorded in January (daily mean −14°C; daily minimum −20.2°C). September and October are the months with the most rainfall (~122 mm and ~107 mm, respectively) and the highest snowfall occurs in December (~80 centimetres). The Project site can be operated year-round.

Wawa has a population of 2,905 people (2016) (https://www12.statcan.gc.ca/census-recensement/index-eng.cfm). A 230-kV power line crosses the southern part of the property, and a second power line crosses the western part of the property. Wawa Municipal Airport is located 3.1 km south southwest of Wawa along highway 17 N, although no commercial airlines operate from the airport. Canadian National Railway acquired Algoma Central Railway in October of 2001 and ceased operation of the Sault Ste Marie to Hearst line in July of 2015. The government subsidy still stands, and the regional stakeholders are seeking a new rail operator. There is enough water available from lakes

and streams on the property to support exploration and mining.

History

The Wawa area has been explored for gold since the 1860s (Rupert, 1997) and gold was first discovered by William Teddy in 1897 (Frey, 1987). A staking rush followed the change in claim staking adopted by the Ontario Government to encourage staking in 1895 (MacMillan and Rupert, 1990). The staking rush resulted in several discoveries and the first mine to start production was the Grace Mine (1901). In the 1930s, several mines commenced production, including the Parkhill, Minto, and Jubilee Mines (MacMillan and Rupert, 1990). By the early 1940s, 15 mines produced gold in the Wawa area (Frey, 1987).

The Surluga Mine was discovered in the early 1960s (Sage, 1991) and commenced production shortly after (Kuryliw, 1970 & 1972). The Surluga Mine continued production until the mid-1970s. The early 1980s saw the consolidation of various properties from previous owners into one land package. In the mid-1980s the Surluga Mine was dewatered and the mine shaft was refurbished as part of restarting the mining operations, and mining operations continued until the Surluga mine ceased operations in 1990 (Rupert, 1997). The 1990s was a period when the Project was optioned multiple times by different groups to evaluate the various mines and a period of limited exploration; with the acquisition of the Sunrise-Mickelson vein systems and the Van Sickle mine to the land package (Bradshaw, 1991; Bowdidge, 1996; Rupert, 1997). The late 2000s saw the rejuvenation of exploration on the Project with extensive drilling starting near the end of the decade and extensive exploration taking place at the Surluga mine and surrounding areas (Gow, 2011). Yearly exploration has continued at the Project since the late 2000s and is ongoing. Eight past-producing mines exist on the Project: Cooper, Minto, Jubilee, Surluga, Parkhill, Grace-Darwin, Mariposa and Van Sickle.

In 2016, SRK estimated a Mineral Resource based on information from 2,007 historical drill holes (126,067 m) drilled between 1960 and 1990, core drilled respectively by Wawa GP Inc. and Augustine Ventures in 2007 and 2011, and an additional 26 drill holes (5,594 m) drilled by Red Pine in 2014 and 2015. SRK reported the tonnage and grade estimates at two cut-off grades: 0.4 g/t and 2.5 g/t gold for open pit and underground Mineral Resources, respectively. This estimation was completed in conformity with CIM Mineral Resource and Mineral Reserves Estimation Best Practices Guidelines (November 2003). The blocks were classified according to CIM Definition Standards for Mineral Resources and Mineral Reserves (May 2014) guidelines. This estimation does not represent Mineral Reserves and has not demonstrated economic viability. The effective date of the Mineral Resource estimate was May 26, 2015 (Ronacher et al. 2015). This Mineral Resource estimate is no longer current and has been superseded by the Updated Technical Report. Refer to Item 6.7.3 in the Updated Technical Report for more details.

Geology and Mineralization

The Project is in the Michipicoten greenstone belt of the Wawa Sub-province (Superior Province). The Michipicoten greenstone belt consists of three cycles of mafic and felsic metavolcanic rocks with associated subvolcanic intrusions and metasedimentary rocks (Sage, 1994). The Jubilee Stock, which hosts the mineralization on the property, is described as a high-level intrusion of dioritic to a dominantly granodioritic composition with many intrusive facies (Frey, 1987; Sage, 1993). The core of the Jubilee Stock is curved-shaped into a sigmoid form. Its long axis is oriented at 20° and it has a 6 km x 1.3 km surface expression. The grain size of the intrusion composing the Jubilee Stock is fine to medium grained and locally porphyritic. It intruded its host volcanic sequence around 2,745 ± 3 Million years before present (Ma) (Sullivan et al. 1985).

Gold mineralization is conspicuous throughout the Project and mineralization is closely related to the structural setting of the property characterized by numerous shear zones, fractures, and faults of variable orientations.

The zones of gold mineralization of the Wawa Gold Corridor formed after felsic to mafic hosts. Gold concentration typically relates to finely disseminated sulphides (pyrite or arsenopyrite) in quartz veins, and in silicified and sericitized lenses and pods within shear and breccia zones.

In zones of gold mineralization formed after mafic rocks, gold concentration is typically related to quartz veins associated with chlorite and iron carbonate alteration with disseminated pyrite and/or pyrrhotite with weak to moderate sericitization.

Exploration Status

Extensive historical exploration has been completed on the property. A total of 872 historical and recent surface diamond drill holes totalling 153,369 m and 1,444 historical underground drill holes totalling 46,975 m have been drilled on the Project since the first drill hole was drilled in the 1930s. Eight past-producing mines exist on the property.

Exploration Drilling

Red Pine commenced drilling on the Project in December of 2014. A total of 299 diamond drill holes were drilled since 2014 totalling 73,168.88 m. A total of 43,248 core samples were analyzed; 38,642 core samples were analyzed at Activation Laboratories (Actlabs) in their facilities in Timmins and Ancaster, and 4,606 samples were analyzed by SGS at their facilities in Cochrane and Lakefield. Two routine gold analytical packages were selected by Red Pine for the analysis completed by SGS and Actlabs.

Surface Exploration

In the summers and falls of 2015, 2016, 2017, 2018, 2019, and 2020, a surface exploration program on the Project focused on the gold showings and then the broader footprint of the Jubilee Stock. The objectives were to identify and confirm the geological and structural attributes of gold mineralization near historical showings, and to identify new zones of gold mineralization on the property. In total, 916 rocks samples were taken on the property, with gold grades ranged from below detection to 143 grams per tonne (g/t) gold (Au). The reader is cautioned that grab samples are selective by nature and are not representative of the actual grade of a mineralized target.

Geophysical Surveys

A ground magnetic survey was conducted by Red Pine, between December 3, 2014, and January 26, 2015. A total of 69.7 line-kms were collected covering an area of 2.23 km[2] . The ground magnetic survey outlined the strike of the Jubilee shear zone that is expressed as a magnetic low striking approximately 015°. Areas of increased magnetization coincide with the Jubilee shear plane. Linear features, oriented east to west, are observed in the magnetic data.

Red Pine contracted Clearview Geophysics Inc. (" Clearview ") to conduct Spectral Induced Polarization and Resistivity (" Spectral IP/Res ") surveys on the Project between December 12, 2014, and December 16, 2014. The objective of the survey was to determine if the Spectral IP/Res results could be used to enhance drill targeting for gold mineralization. The survey array geometry constituted a Pole-Dipole "Combo" array, whereby the dipole spacing ("a") for n = 1-6 was a = 50 m, and for n = 7-8, a = 100 m. A total of four lines were surveyed covering 3.08 line-km. Three anomalous features were selected by Clearview from the survey results. Red Pine furthered the interpretation of the Spectral IP/Res by contracting Abitibi Geophysics Inc. (" Abitibi Geophysics ") to complete an inversion of the Spectral IP dataset using the RES2DINV inversion code developed by Geotomo Software Sdn. Bhd. The purpose of the inversion was to appropriately place the chargeability and apparent resistivity features at depth and relate them to the known Jubilee shear plane. The inversion results of both resistivity and chargeability reflect the easterly dip of the Jubilee shear zone, with higher resistivity values east and above the shear zone. A broad chargeability contrast is also associated with the shear zone.

Red Pine contracted Scott Hogg & Associates Ltd. (" Scott Hogg ") to fly a helicopter-towed gradient magnetic survey in February 2015. A total of 928 line-km of data were collected, covering an area of 37 km[2] . Significant structures such as the Hornblende Shear, the Jubilee Shear, the Parkhill fault, and the extension of the Jubilee Shear Zone south of the Parkhill fault could be identified from this survey data.

In October 2015, Red Pine contracted Clearview to complete a ground magnetic survey at the Sunrise-Mickelson area, following-up on the 2015 sampling program in the area. The purpose of this work was to identify magnetic anomalies and identify zones and trends to help guide gold exploration. A total of 12.3-line kms were collected at 20-m line spacing, covering an area of 0.17 km[2] . The survey delineated several subtle ENE trending magnetic linear features, including one associated with the southeastern arm of the Surluga grade shell.

In October 2015, subsequent to the magnetic survey, Clearview completed a ground horizontal loop electromagnetic (" HLEM ") on the Project. The survey was completed using an Apex MaxMin system and is often referred to as a "MaxMin" survey ("MaxMin"). The purpose of this work was to locate electromagnetic anomalies and identify zones and trends that help guide gold exploration. Two cable separations were recorded: 50 m and 100 m, in horizontal-coplanar orientation. The 50-m transmitter ('' Tx ") to receiver (" Rx ") separation consisted of 6.3 line-km, covering 0.112 km[2] and the 100 m Tx-Rx separation consisted of 4.2 line-km, covering 0.052 km[2] . Eleven anomalies were selected from the 50 m Tx-Rx separation based on the in-phase and quadrature responses.

In June of 2017, Red Pine contracted EMPulse to conduct a Transient Magnetotelluric Survey on the Project, a total of 137 impedance-tipper stations were collected at a spacing of ~300 m. The survey was conducted to map the shallow poorly conducting gold-bearing shear zones of the Surluga Deposit as well as the deep conductive/structural sources that likely tie together the mineral occurrences that have been identified and outline any potential structural controls and sources of mineralization that exists at depth along the Wawa Gold Corridor.

In March of 2019, Red Pine contracted Abitibi Geophysics to conduct a high-resolution ground gravity survey on the project. The gravity survey was undertaken to detect abandoned underground workings of the Jubilee Mine, to delineate prospective targets for gold mineralization and to trace the southern extension of the Jubilee Stock. The gravity method mapped the Jubilee Stock by negative residual responses and confirmed the extension of the Jubilee Stock to the SW of where historical mapping defined its boundary.

In May 2020, Red Pine contracted Clearview Geophysics Inc. to conduct a cross-hole IP/resistivity survey on the Surluga Deposit. The purpose of the work was to map trends and zones in three-dimensions (3D) to assist with planning follow-up exploration drilling. The cross-hole survey identified variations that could indicate cross-cutting trends and structures such as folds. Highest priority for follow-up should be at areas with weak to strong chargeability high responses.

Channel Sampling

Concurrently with its drilling, historical core sampling and surface exploration programs, Red Pine completed numerous trenching and channel sampling programs that continued during the summers and falls of 2015, 2016, 2017, 2018, 2019, and 2020. A total of 1,539 channel samples were collected from 511 channels from 62 different areas. The main objective of the trenching programs was to characterize the surface geology and mineralization of recently discovered and historical showings along the Wawa Gold Corridor. These showings include: the Root Vein, Cooper-Ganley, Mickelson-Sunrise, Jubilee Shear Zone, and its extension south of the Parkhill Fault, Surluga Road Shear Zone, Hornblende Shear zone, Algoma, Minto Mine South, Minto B, Grace Shear Zone and also prospective structures identified from the geophysical surveys. Trenching and channel sampling was also completed in areas where limited surface work had been done to date, but that exhibited similar geophysical signatures as known mineralization.

Historic Drill Core Sampling

In June of 2016, Red Pine started an extensive sampling program of the remaining 42,000 m of historical drill core that was preserved and that had been selectively sampled in the Jubilee Shear Zone and virtually unsampled outside the Jubilee Shear Zone. It was evident from the review of historical and recent drilling that many sampling gaps in the historical holes, used to estimate the 2015 Inferred Mineral Resource (Ronacher et al., 2015), existed. A total of 10,627 samples were taken and 21,413 m of core was processed.

Data Verification

For the QA/QC monitoring, Red Pine relied partly on the internal analytical QC measures implemented by SGS and Actlabs and implemented its own external analytical control measures consisting of the use of control samples (blanks, certified reference materials “ CRMs ”) inserted in all sample batches submitted for assaying. Umpire check assaying was not performed. The routine insertion rate for CRMs and blanks was 1 standard per 20 samples and 1 blank per 25 samples sent. Additional blanks were also inserted after vein samples when many specks of native gold were observed in the sampled vein. Red Pine also implemented a systematic check of the higher-grade samples

analyzed by routine fire assay. Every sample containing gold equal or greater than 2 g/t gold on the fire assay was systematically re-analyzed by metallic screen fire assay. A total of 4,018 CRMs and blanks were analyzed; 3,562 were analyzed by Actlabs in their facilities in Timmins and Ancaster, and 459 were analyzed by SGS at their facilities in Cochrane and Lakefield.

Mineral Processing and Metallurgical Testing

During the summer of 2019, Red Pine commissioned McClelland Laboratories Inc., located in Sparks, Nevada, to determine the amenability of gold mineralization in the Surluga and Minto Mine South deposits to CIL cyanidation and flotation treatment. The metallurgical study was conducted on a total of eleven (11) samples of quartered HQ drill core.

In the Surluga deposit, gold mineralization principally occurs as arrays of quartz veins of different thickness associated with pyrite (FeS2) as the main sulfide (pyrite-dominant mineralization). Accessory to absent pyrrhotite and arsenopyrite, and minor to absent chalcopyrite, occasional native gold, sphalerite and galena complete the main mineral assemblage. Pyrite-dominant mineralization is absent from the Minto Mine South deposit. In the Minto Mine South deposit, and in certain zones of the Surluga deposit, gold mineralization is associated with quartztourmaline veins with variable pyrite, accessory pyrrhotite, minor to trace chalcopyrite, common native gold and accessory to absent gold-bismuth alloys (e.g., maldonite – Au2Bi), native bismuth and bismuthinite. A third style of gold mineralization has arsenopyrite (FeAsS) as the main sulfide (arsenopyrite-dominant). It occurs as variably preserved relicts in the resource of the Surluga deposit and is absent from the Minto Mine South deposit. Where observed in the Surluga deposit, it is formed of zones with extremely deformed arsenopyrite-bearing schists with or without strong quartz veining. Within the Surluga deposit, arsenopyrite-dominant mineralization tends to be spatially restricted to discrete zones and is more commonly blended as an accessory to minor components in larger zones formed by pyrite-dominant and Minto mineralization.

For the metallurgical study, three (3) samples from the Minto Mine South deposit were selected to characterize Minto mineralization. Five (5) samples were selected in the Surluga Deposit to represent a blend of pyrite-dominant with accessory to absent arsenopyrite-dominant mineralization to characterize the most likely metallurgical behavior of gold mineralization during production. Three (3) samples were also specifically selected to characterize the metallurgical behavior of primary arsenopyrite mineralization that is locally preserved in discrete zones of the Surluga Deposit.

The main observations from the metallurgical testing includes:

CIL cyanidation and gravity recoverable gold average of 90.28% for representative blends of pyritedominant with accessory to absent arsenopyrite-dominant mineralization that is anticipated to form the bulk of the resource of the Surluga Deposit.
Flotation and gravity recoverable gold average of 93.3% for the localized domains of arsenopyritedominant mineralization in the Surluga Deposit.
CIL cyanidation and gravity recoverable gold average of 95.4% for Minto mineralization forming the Minto Mine South deposit and locally present in the Surluga Deposit.

The positive response of Surluga and Minto Mine South mineralization to conventional, industrially proven processes provides flexibility for project definition, design, and potential treatment of respective material types. A processing strategy involving Grinding/Gravity Concentration/Flotation/CIL is considered capable of yielding consistent Au extraction independent of the style of mineralization present. While the majority of recovered values would be as doré gold bullion, the marketability of a bi-product sulphide concentrate with payable gold is viewed as reasonable either at operations applying acid pressure oxidation or regional smelters, both accessible by highway or rail transport.

Development and Operations Status

The Project is in the exploration stage and is not currently being developed for commercial production.

Mineral Resource Estimates

The Mineral Resource estimates and other information in this Item are forward-looking information. The factors that could cause actual results to differ materially from the forward-looking information include any significant differences from one or more of the following material factors or assumptions that were applied in drawing the conclusions or making the estimates, forecasts or projections set forth in this Item, including: the accuracy of historical assay database, the assumptions used by the QP to prepare the data for resource estimation, the highly structurally deformed nature of the deposit resulting in high grade variability, the presence of narrow Lamprophyre dykes that are typically barren but difficult to interpret, the interpretation of the controlling structural environment and mineral domain models, the selection of grade interpolation method, sample search and estimation parameters used for grade interpolation, treatment of high-grade outlier sample data, continuity of mineralization and reasonable prospects for economic extraction.

The Mineral Resource estimates for the Surluga and Minto deposits outlined in the following Items were derived from geological models and drill hole data provided by Red Pine, using a 3D block modelling approach in Datamine Studio RM (Datamine) software.

The Mineral Resource estimate is based upon data provided from recent surface diamond drilling, completed by Red Pine, along with historical drill hole data from previous owner/operators. The drill hole database cut-off dates of March 20, 2019 (Surluga), and October 2, 2018 (Minto). Approximately 84% of the samples were considered to be historical (legacy) data for the Surluga deposit and 11% for the Minto.

For the Surluga deposit, three shear zone solids, consisting of Upper, Main, and Lower Jubilee shears were modelled by Red Pine and used to constrain mineralization in the model. For the purpose of grade estimation, all three shear zones were treated as a single mineral domain.

The Minto Mine South mineralization was modelled in two zones, consisting of a broad Shear Zone (Zone 1) and a narrow Vein Zone (Zone 2).

Three-dimensional (3D) block models were constructed for estimating gold (Au) grades based on Inverse Distance Cubed (ID[3] ) interpolation. High-grade, outlier samples were controlled by top-cutting assay values.

A mean bulk density value of 2.75 tonnes per metre cubed (t/m[3] ) was assigned to the Surluga deposit and 2.77 (t/m[3] ) applied to the Minto Mine South deposit. Areas of historical mining from both deposits were depleted from the block model.

Cut-off grades of 2.7 g/t (Surluga) and 3.5 g/t (Minto) were selected for Mineral Resource reporting and represent approximate break-even mining costs for underground longhole and cut-and-fill mining, respectively.

Mineral Resources are not Mineral Reserves, and do not demonstrate economic viability. There is no certainty that all, or any part, of this Mineral Resource will be converted into Mineral Reserve. Inferred Mineral Resources are considered too speculative geologically to have economic considerations applied to them that would enable them to be categorized as Mineral Reserves.

Table 1-1 reports the Indicated and Inferred Mineral Resources for the Surluga Project. Mineral Resources were evaluated for mining continuity by reporting within a 2 g/t reporting envelope.

Table 1-1: Surluga Mineral Resource Estimate (Effective Date May 31, 2019)

Resource Category	Tonnes	Au Grade (g/t)	Contained Au (Oz)
Indicated	1,202,000	5.31	205,000
Total Indicated	1,202,000	5.31	205,000
Inferred	2,362,000	5.22	396,000
Total Inferred	2,362,000	5.22	396,000

Notes:

All Mineral Resources reported at a 2.7 g/t Au cut-off from within a 2-g/t envelope.
A 2.7 g/t cut-off is supported for potential underground longhole mining by the following economic assumptions: Gold Price: US$1,200, Gold Recovery: 90%, Operating Expense (OPEX): CA$125/tonne ($85 mining, $25 milling, $15 G&A).
Tonnage estimates are rounded to the nearest 1,000 tonnes.
g/t – grams per tonne.
Ozs – troy ounces.

Table 1-2: Minto Mine South Mineral Resource Estimate (Effective Date November 7, 2018)

Resource Category	Tonnes	Au Grade (g/t)	Contained Au (Oz)
Indicated	105,000	7.5	25,000
Total Indicated	105,000	7.5	25,000
Inferred	354,000	6.6	75,000
Total Inferred	354,000	6.6	75,000

Notes:

All Mineral Resources reported at a 3.5 g/t Au cut-off.
A 3.5 g/t cut-off is supported by the following economic assumptions for potential underground cut-and-fill mining: Gold Price: US$1,200, Gold Recovery: 90%, Operating Expense (OPEX): CA$160 / tonne ($120 mining, $25 milling, $15 G&A).
Tonnage estimates are rounded to the nearest 1,000 tonnes.
g/t – grams per tonne.
Ozs – troy ounces.

Table 1-3: Wawa Gold Project Combined Mineral Resource Estimate

Deposit	Resource Category	Tonnes	Au Grade (g/t)	Contained Au (Oz)
Surluga	Indicated	1,202,000	5.31	205,000
Minto Mine South	Indicated	105,000	7.50	25,000
Total	Indicated	1,307,000	5.47	230,000
Surluga	Inferred	2,362,000	5.22	396,000
Minto Mine South	Inferred	354,000	6.60	75,000
Total	Inferred	2,716,000	5.39	471,000

Notes:

Surluga Mineral Resources reported at a 2.7 g/t cut-off from within a 2-g/t envelope. The 2.7 g/t cut-off is supported by the following economic assumptions for potential underground longhole mining: Gold Price: US$1,200, Gold Recovery: 90%, Operating Expense (OPEX): CA$125 / tonne ($85 mining, $25 milling, $15 G&A).

 Minto Mineral Resources reported at a 3.5 g/t cut-off which is supported by the following economic assumptions for potential underground cut-and-fill mining: Gold Price: US$1,200, Gold Recovery: 90%, Operating Expense (OPEX): CA$160 / tonne ($120 mining, $25 milling, $15 G&A).

Tonnage estimates are rounded to the nearest 1,000 tonnes.
g/t – grams per tonne.
Ozs – troy ounces.

There have been no material changes to the Surluga and Minto Mineral Resource estimates since the effective dates stated in the previous summary tables.

QP Conclusions and Recommendations

Conclusions

It is the Mineral Resource QP’s opinion that the information presented in the Updated Technical Report is representative of the Project and based on the data verification completed, concludes that the sample database is of

suitable quality to provide the basis of the conclusions and recommendations reached in the Updated Technical Report.

The QP has taken reasonable steps to ensure the block model and Mineral Resource estimate are representative of the Red Pine data, but notes that there are risks related to the accuracy of the estimates related to the following:

The accuracy and quality of the historical data
The assumptions used by the QP to prepare the data for resource estimation
The accuracy of the Red Pine shear zone interpretation
The variable and structurally complex nature of the deposit geology
The presence of Lamprophyre dykes that are difficult to model and are generally barren
The impact of outlier grade data
Estimation parameters used by the QP

For these and other reasons, actual results may differ materially from these estimates.

Metallurgical Conclusions

It is the Metallurgy QP’s opinion that the samples used for metallurgical testing were representative of the styles of mineralization found in the Surluga and Minto Mine South deposits.

For the three (3) samples representative of Minto mineralization, CIL cyanidation and gravity recoverable gold average of 95.4%. For the five (5) samples representative of the blends of pyrite-dominant with accessory to absent arsenopyrite-dominant mineralization types in the Surluga Deposit, CIL cyanidation and gravity recoverable gold average of 90.3 %. The three (3) samples selected to specifically characterize arsenopyrite-dominant mineralization in the Surluga Deposit yielded a range of CIL cyanidation and gravity recoveries between 48.9% to 78.2% (average of 61.2%).

Samples representative of the main zones of mineralization in the Surluga and Minto Mine South deposits were amenable to gravity recovery and bulk sulphide flotation at the 80%-75 µm feed size. For the three (3) samples representative of Minto mineralization, bulk sulphide flotation and gravity recoverable gold averaged 95.6%. For the five (5) samples representative of the blends of pyrite-dominant with accessory to absent arsenopyrite-dominant mineralization in the Surluga Deposit, bulk sulphide flotation and gravity recoverable gold averaged 86.6 %. For the three (3) samples selected to specifically characterize arsenopyrite-dominant mineralization in the Surluga Deposit, bulk sulphide flotation and gravity recoverable gold averaged 93.3%.

Potential processing alternatives applicable to the Wawa Gold Project are suggested as including:

Gravity concentration followed by sulphide flotation which would be applicable to all material types with products potentially shipped to a third party for smelting.
Whole ore cyanidation applying CIL which would be applicable to materials lower than a threshold sulphide and arsenopyrite concentration which exhibited lower gold recoveries in test work.
A hybrid circuit involving gravity concentration, sulphide flotation and CIL on flotation tailings which would be expected as yielding highest possible Au recovery and be applicable to all materials types.

Recommendations

The QPs recommend a 25,000-m drill program to potentially expand the extents of the Surluga and Minto South deposits by drilling along strike and down-dip in the Jubilee and Minto Mine South shear zones. The QPs recommend that approximately 16,250 m to 20,000 m of the drill program to be focused on testing the extensions of the known deposits and increase the level of confidence in the existing mineral resources.

The remaining 5,000 m to 8,750 m of the drill program is recommended for exploration purposes to be completed in the mineralized structures on the property that have the potential to host significant zones of gold mineralization, including the Hornblende Shear Zone, the Minto B Shear Zone, the Grace Shear Zone, the Nyman Shear Zone, the

Parkhill #4 Shear Zone, and the extension of the Jubilee Shear Zone south of the Parkhill Fault.

Targeted surface exploration consisting of mapping and sampling is also recommended for high priority exploration targets in zones of known mineralization.

A historical core sampling program is also recommended to further assess the quality of the legacy data. This program would include a statistically significant number of samples (approximately 1,000) selected from the remaining half-split AQ-sized core drilled during the 1980s.

The cost of the proposed exploration program is estimated to be approximately $6,275,000, as summarized in Table 1-4.

Table 1-4: Summary of Recommended Work Program

Recommended Work	Estimated Cost CA$
Diamond drilling	$5,000,000
Targeted field mapping and sampling	$50,000
Historic core sampling	$50,000
Overhead and corporate G&A	$875,000
Contingency 5%	$300,000
Total Costs	$6,275,000

QA/QC and Database

The QP recommends the use of duplicate samples (field, pulp, and umpire) in order to help quantify deposit variability and identify any potential laboratory bias. It is also recommended that the assay database be updated using all of the available metallic screened assays as the final assay result, as these results are deemed to be the highest quality. In order to improve data security and reduce the risk of introducing errors, it is recommended to store drill hole and assay data in a relational database system rather than relying on Excel™ spreadsheets.

Metallurgical Recommendations

Additional work is required to fully characterise the distribution of the pyrite-dominant, Minto and arsenopyritedominant mineralization types to define metallurgical domains and approximate composition of the blend of mineralization styles in the Surluga Deposit. This can be achieved with the digitization of the sulfide assemblages recorded in the historic drill logs, and diamond drilling for targeted verification of historic data and for areas of the deposit where the sulfides assemblages were not historically recorded. Additional diamond drilling will also be required for the petrographic studies of arsenopyrite-dominant mineralization identified in historic logs located in zones where historic core is not available and where not recent drilling was completed.

Once this work is completed, additional metallurgical samples representative of the ranges of blends of mineralization types in the Surluga deposit will be tested to further define and characterize the overall metallurgical behavior of higher-grade zones of the deposit. Additional metallurgical samples of the arsenopyrite-dominant mineralization will be pursued based on the textural attributes of arsenopyrite following petrographic work. This sampling will provide a better representation of the full range of metallurgical behavior of arsenopyrite-bearing mineralization based on the variable deportment of gold to support process flowsheet definition.

RISK FACTORS

An investment in the Common Shares is highly speculative and subject to risks and uncertainties. The occurrence of any one or more of these risks or uncertainties could have a material adverse effect on the value of any investment in

the Corporation and its business, prospects, financial position or operating results. Prospective investors should carefully consider the risk factors detailed below when contemplating a purchase of the Common Shares. Although the Corporation has attempted to ensure the list is as comprehensive as possible, prospective investors should note the list cannot be exhaustive of all possible risk factors associated with an investment in the Common Shares or in connection with its operations.

Should one or more of the foregoing risks or uncertainties, or a risk or event not contemplated by or known to the Corporation at this time, materialize, or should the underlying assumptions of the Corporation’s business prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended or planned.

The Corporation’s Ability to Continue as a Going Concern

The independent auditor’s report on the Corporation’s audited financial statements and the notes thereto and the auditors’ report thereon for the financial year ended July 31, 2021 contains explanatory language that substantial doubt exists about the Corporation’s ability to continue as a going concern. Due to the Corporation’s lack of operating history and present inability to generate revenues, it has sustained operating losses since its inception. If the Corporation is unable to obtain sufficient financing as required or achieve profitability, then it would, in all likelihood, experience severe liquidity problems and may have to curtail or terminate its operations. If the Corporation curtails its operations, it may be placed into bankruptcy or undergo liquidation or sale, the result of which will adversely affect the value of the Common Shares.

Uncertainty Relating to Mineral Resources

The Corporation currently has only established mineral resources relating to the Wawa Gold Project. Mineral resources that are not mineral reserves do not have demonstrated economic viability. Inferred mineral resources are considered too speculative geologically to have economic considerations applied to them that would enable them to be categorized as mineral reserves. Due to the uncertainty which may be attached to inferred mineral resources, there is no assurance that inferred mineral resources will be upgraded to measured or indicated mineral resources or ultimately mineral reserves as a result of continued exploration.

Exploration Stage Corporation

The Corporation is in the exploration stage and does not operate any producing mines. The Corporation is engaged in the business of exploring its properties. Although management believes the Wawa Gold Project has sufficient merit to justify focusing the Corporation’s limited resources on it, the Corporation will in consequence be exposed to some heightened degree of risk due to the lack of property diversification. Due to the challenging nature of mineral exploration, the Corporation has not generally approached its mineral exploration programs with a fixed budget or fixed expectations. The Corporation re-visits every activity as appropriate on an ongoing basis and adjusts its exploration programs based on numerous factors including but not limited to the type of rock, geology, geochemistry, drill hole deviation and assay results it encounters during exploration activities and adjusts its models accordingly. Development of the Wawa Gold Project will only follow upon obtaining satisfactory results from the ongoing exploration program and any subsequent work and studies that may be required. There can be no assurance that any of the Corporation’s planned exploration activities on the Wawa Gold Project will ever lead to an economically viable minable resource.

Exploration, Mining Operations and Insurance

Corporation’s activities on the Wawa Gold Project are exploratory in nature and therefore subject to a significant degree of risk. Exploration and mining operations generally involve a high degree of risk which even a combination of careful evaluation, experience and knowledge may not reduce or eliminate. While the discovery of a mineral body may result in substantial rewards, few properties which are explored are ultimately developed into producing mines. Major expenses may be required to establish mineral reserves, to develop metallurgical processes and to construct mining and processing facilities at a particular site.

Whether a mineral deposit will be commercially viable depends on a number of factors, including the particular attributes of the deposit, such as size, grade and proximity to infrastructure, as well as metal prices (which are highly cyclical), and government regulations, including regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of minerals and environmental protection. The exact effect of these factors cannot be accurately predicted, but the combination of these factors may result in the Corporation not receiving an adequate return on invested capital.

The Corporation’s exploration activities are subject to all of the hazards and risks normally encountered in mineral exploration. Such risks include unusual and unexpected geological formations, seismic activity, rock bursts, caveins, water inflows, fires and other conditions involved in the drilling and removal of material, environmental hazards, industrial accidents, periodic interruptions due to adverse weather conditions, equipment breakdowns, employee sickness, labour disputes, political unrest and theft. The occurrence of any of the foregoing could result in damage to, or destruction of, mineral properties or interests, equipment and production facilities, personal injury, damage to life or property, environmental damage, delays or interruption of operations, increases in costs, monetary losses, legal liability and adverse government action. At the present time, the Corporation does not insure against such risks; even if it were to obtain such insurance in the future, the nature of these risks are such that liabilities could exceed policy limits or could be excluded from coverage. There are also risks against which the Corporation cannot insure or against which it may elect not to insure. The potential costs which could be associated with any liabilities not covered by insurance or in excess of insurance coverage or compliance with applicable laws and regulations may cause substantial delays and require significant capital outlays, adversely affecting the future earnings and competitive position of the Corporation and, potentially, its financial position.

Commodity Prices

The price of the Corporation’s securities, its financial results, and its access to the capital required to finance its exploration activities may in the future be adversely affected by declines in the price of precious metals. Precious metal prices fluctuate widely and are affected by numerous factors beyond the Corporation’s control such as the sale or purchase of precious metals by various dealers, central banks and financial institutions, interest rates, exchange rates, inflation or deflation, currency exchange fluctuation, global and regional supply and demand production and consumption patterns, speculative activities, increased production due to improved mining and production methods, government regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of minerals, environmental protection, the degree to which a dominant producer uses its market strength to bring supply into equilibrium with demand, and international political and economic trends, conditions and events. The prices of precious metals have fluctuated widely in recent years, and future price declines could cause continued exploration of the Wawa Gold Project to be impractical.

Additional Capital Requirements

The Corporation does not currently have the funds to support its drilling programs significantly beyond the Phase 1 2022 drilling program. Additional drilling is planned to further advance the understanding of the Wawa Gold Project potential. Failure to obtain sufficient financing will result in a delay or indefinite postponement of exploration or even a loss of a property interest. Although the Corporation has been successful in obtaining the necessary financing to date, additional financing may not be available when needed or, if available, the terms of such financing might not be favourable to the Corporation and might involve substantial dilution to existing shareholders. Failure to raise capital when needed would have a material adverse effect on the Corporation’s business, financial condition and results of operations.

Aboriginal Land Claims

The potential exists for disruption of mineral exploration and development activities across broad swaths of the Province of Ontario, due to unresolved historical land claims issues and grievances on the part of First Nations communities, on whose traditional lands many of these activities take place. Red Pine has entered into agreements with certain First Nations which articulate a mutually agreed upon process for consultation for exploration phase activities conducted within the exploration area. Red Pine has entered into separate agreements with the Michipicoten First Nation and the Batchewana First Nation. The stated purpose of these agreements is to articulate a clear and mutually agreed upon consultation process to identify adverse impacts to Aboriginal and treaty rights and

engage with respect to accommodation, and to establish a mutually beneficial, positive and productive relationship. In addition to supporting consultation, Red Pine has agreed to support the promotion of employment opportunities for First Nation members. While these agreements apply to exploration phase activities, the agreements contemplate the negotiation of future agreements pertaining to advanced exploration and, potentially, development. Although these agreements have established the foundation for a positive and mutually beneficial relationship between the Corporation and the historic First Nation communities, and have aligned the interests of each party toward ensuring the success of exploration activities on the Wawa Gold Project, there can be no assurances that circumstances will not in the future arise that may undermine the current relationships that exist between the Corporation and the Michipicoten and the Batchewana First Nations. There can be no assurance that any of the mineral properties of the Corporation will not be affected by land claims, issues or grievances.

COVID-19 Coronavirus Outbreak

The current global uncertainty with respect to the spread of the COVID-19 coronavirus (“ COVID-19 ”), the evolving nature of the pandemic and local and international developments related thereto and its effect on the broader global economy and capital markets may have a negative effect on the Corporation and the advancement of the Wawa Gold Project. While the precise impact of the COVID-19 outbreak on the Corporation remains unknown, rapid spread of COVID-19 and declaration of the outbreak as a global pandemic has resulted in travel advisories and restrictions, certain restrictions on business operations, social distancing precautions and restrictions on group gatherings which are having direct impacts on businesses in Canada and around the world and could result in closure of assay labs, work delays, difficulties for contractors and employees getting to site, and diversion of management attention all of which in turn could have a negative impact on development of the Wawa Gold Project and the Corporation generally. The spread of COVID-19 may also have a material adverse effect on global economic activity and could result in volatility and disruption to global supply chains and the financial and capital markets, which could affect the business, financial condition, results of operations and other factors relevant to the Corporation, including its ability to raise additional financing.

Government Regulation, Permits and Licenses

Exploration and development activities related to mineral exploration and development are subject to various federal, provincial and local laws governing prospecting, development, production, taxes, labour standards and occupational health, mine safety, toxic substance and other matters. Exploration, development and mining activities are also subject to various federal, provincial and local laws and regulations relating to the protection of the environment. These laws mandate, among other things, the maintenance of air and water quality standards and land reclamation. These laws also place limitations on the generation, transportation, storage and disposal of solid and hazardous waste. Although the Corporation believes that its exploration operations are currently carried out in accordance with all applicable rules and regulations, no assurance can be given that new rules and regulations will not be enacted or that existing rules and regulations will not be applied in a manner which could limit or curtail exploration or ultimately, if merited, production or development, mining and milling, or that more stringent implementation thereof could have a substantial adverse impact on its current or future operations.

In the event the Corporation develops any of its mineral properties, government approvals, licences and permits will be required in connection with mining operations. To the extent such approvals are required and not obtained, mining operations may be curtailed or prohibited from proceeding with planned operations, which could have an impact on the business and financial condition of the Corporation. Failure to comply with applicable laws, regulations and permitting requirements may result in enforcement actions thereunder, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed.

Amendments to current laws, regulations and permits governing operations and activities of exploration companies, or more stringent implementation thereof, could have a material adverse impact on the Corporation’s exploration operations and cause reduction in the level of activities of the Corporation.

Environmental Risks and Hazards and Permitting

All phases of the Corporation’s exploration activities are subject to environmental regulation in the jurisdiction in which they operate. Environmental legislation is evolving in a manner which will require stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects and a heightened degree of responsibility for companies and their officers, directors and employees. There is no assurance that future changes in environmental regulation, if any, will not adversely affect the Corporation’s operations. Environmental hazards may exist on its properties, including the Wawa Gold Project, which are unknown to the Corporation at present which have been caused by previous or existing owners or operators of the properties. The Corporation may become liable for such environmental hazards caused by previous owners or operators of the properties.

The Corporation’s operations are subject to receiving and maintaining permits from appropriate governmental authorities. Although the Corporation believes that it currently has all required permits for its operations as currently conducted, there is no assurance that delays will not occur in connection with obtaining all necessary renewals of such permits for the existing operations, additional permits for any possible future changes to operations or additional permits associated with new legislation. Prior to any development on any of its properties, permits from appropriate governmental authorities may be required. There can be no assurance that it will continue to hold all permits necessary to continue its exploration or future operations.

Failure to comply with applicable laws, regulations and permitting requirements may result in enforcement actions thereunder, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment or remedial actions. Parties engaged in mining operations or in the exploration of mineral properties may be required to compensate those suffering loss or damage by reason of the mining activities and may have civil or criminal fines or penalties imposed on them for violations of applicable laws or regulations.

Amendments to current laws, regulations and permitting requirements, or more stringent application of existing laws, may have a material adverse impact on the owners or operators of mining operations, resulting in increased capital expenditures or production costs, reduced levels of production at producing properties or abandonment or delays in development of properties.

Title to Property

The Corporation has carefully examined the historical record of ownership of the registered surface and mineral rights for the Wawa Gold Project and its other properties, and has established and confirmed that its ownership thereof is valid and secure and that title is properly registered. However, there can be no assurance or guarantee that the Corporation’s interests in the Wawa Gold Project or its other properties will not be challenged. There can be no assurance that the Corporation will be able to secure the grant or the renewal of exploration permits or other tenures on terms satisfactory to it, or that governments having jurisdiction over the Wawa Gold Project or the Corporation’s other properties will not revoke or significantly alter such permits or other tenures or that such permits and tenures will not be challenged or impugned. It is always possible, though unlikely, that third parties may have valid claims not appearing in the historical record underlying portions of the Corporation’s interests, and that the permits or tenures may be subject to prior unregistered agreements, transfers or claims, and that title may be affected by undetected defects. If a title defect exists, it is possible that the Corporation may lose all or part of its interest in the Wawa Gold Project or its other properties to which such defects relate.

Price Volatility

Securities of small-cap companies have experienced substantial volatility in the past, often based on factors unrelated to the financial performance or prospects of the companies involved. These factors include macroeconomic developments in North America and globally and market perceptions of the attractiveness of particular industries. In the past several years and more recently with the outbreak of COVID-19 and the military conflict in Ukraine, worldwide securities markets have experienced a high level of price and volume volatility, and the market price of securities of many companies may not reflect the underlying asset values or prospects of such companies. It can be anticipated that the Corporation’s securities will continue to be subject to such market trends and volatility, and that the value of its securities will continue to fluctuate accordingly.

Competition

The mineral exploration business is generally competitive in all of its phases. The Corporation competes with numerous other companies and individuals, including competitors with greater financial, technical and other resources, in the search for needed equipment and qualified employees and contractors with the experience and skill sets required to explore and ultimately develop the Wawa Gold Project, if warranted. There is no assurance that the Corporation will be able to compete successfully with others in acquiring such equipment or personnel.

Information Technology and Social Media

The Corporation is reliant on the continuous and uninterrupted operations of its information technology (“ IT ”) systems. The Corporation’s operations depend, in part, on how well the Corporation and its suppliers protect networks, equipment, IT systems and software against damage from a number of threats, including, but not limited to, cable cuts, damage to physical plants, natural disasters, terrorism, fire, power loss, hacking, computer viruses, vandalism and theft. Any IT failure pertaining to availability, access or system security could result in disruption for personnel and could adversely affect the reputation, operations or financial performance of the Corporation. The Corporation’s IT systems could be compromised by unauthorized parties attempting to extract business sensitive, confidential or personal information, corrupting information, disrupting business processes or by inadvertent or intentional actions by the Corporation’s employees or vendors.

A cyber security incident resulting in a security breach or failure to identify a security threat, could disrupt business and could result in the loss of business sensitive, confidential or personal information or other assets, as well as litigation, regulatory enforcement, violation of privacy and security laws and regulations and remediation costs. Although to date the Corporation has not experienced any material losses relating to cyber-attacks or other information security breaches, there can be no assurance that it will not incur such losses in the future.

Social media and other web-based information sharing applications may result in negative publicity or have the effect of damaging the reputation of the Corporation, whether or not such publicity is in fact verified, truthful or correct. The Corporation may not have the ability to control how it is perceived by others. Reputational loss may result in challenges in developing and maintaining community and shareholder relations and decreased investor confidence.

Military Conflict in Ukraine

The military conflict in Ukraine could lead to heightened volatility in the global markets, increased inflation, and turbulence in commodities markets. More recently, in response to Russian military actions in Ukraine, several countries (including Canada, the United States and certain allies) have imposed economic sanctions and export control measures, and may impose additional sanctions or export control measures in the future, which have and could in the future result in, among other things, severe or complete restrictions on exports and other commerce and business dealings involving Russia, certain regions of Ukraine, and/or particular entities and individuals. While the Corporation does not have any direct exposure or connection to Russia or Ukraine, as the military conflict is a rapidly developing situation, it is uncertain as to how such events and any related economic sanctions could impact the global economy and commodities markets. Any negative developments in respect thereof could have a material adverse effect on the Corporation’s business, operations or financial condition.

Climate Change

Global climate change could exacerbate certain of the threats facing Red Pine’s business, including the frequency and severity of weather-related events, resource shortages, changes in rainfall and storm patterns and intensities, water shortages, rising water levels and changing temperatures which can disrupt the Corporation’s operations, damage its infrastructure or properties, create financial risk to the business of the Corporation or otherwise have a material adverse effect on the Corporation’s results of operations, financial position or liquidity. These may result in substantial costs to respond during the event, to recover from the event and possibly to modify existing or future infrastructure requirements to prevent recurrence. Climate changes could also disrupt the operations of Red Pine by impacting the availability and cost of materials needed for exploration and development activities and could increase insurance and other operating costs.

Global climate change also results in regulatory risks. There continues to be a lack of consistent climate legislation, which creates economic and regulatory uncertainty. Increased public awareness and concern regarding global climate change may result in more legislative and/or regulatory requirements to reduce or mitigate the effects of greenhouse gas emissions.

Legal and Accounting Requirements and Risk of Non-Compliance

As a publicly-listed company, the Corporation is subject to numerous legal and accounting requirements that do not apply to private companies. The cost of compliance with many of these requirements is material, not only in absolute terms but, more importantly, in relation to the overall scope of the operations of a small company. Failure to comply with these requirements can have numerous adverse consequences including, but not limited to, the Corporation’s inability to file required periodic reports on a timely basis, loss of market confidence, delisting of its securities and/or governmental or private actions against the Corporation. There can be no assurance that the Corporation will be able to comply with all of these requirements or that the cost of such compliance will not prove to be a substantial competitive disadvantage vis-à-vis privately held and larger public competitors.

Expense of Compliance with Changing Corporate Governance Regulations

Changing laws, regulations and standards relating to corporate governance and public disclosure have created uncertainty for public companies and significantly increased the costs and risks associated with accessing the Canadian public markets. The management team of the Corporation needs to devote significant time and financial resources to comply with both existing and evolving standards for public companies, which will lead to increased general and administrative expenses and a diversion of management time and attention from revenue generating activities to compliance activities.

Reliance on Management and Consultants

The success of the Corporation is largely dependent upon the performance of its senior management and outside consultants and contractors. The Corporation has not purchased any “key-person” insurance nor has it entered into any non-competition or non-disclosure agreements with any of its directors, officers or key employees and has no current plans to do so. The Corporation has hired and makes extensive use of outside consultants and contractors and will continue to rely upon consultants and contractors for the bulk of its geological and technical expertise. The loss of access to existing consultants and contractors, or an inability to hire suitably qualified consultants, contractors or personnel to address new areas of need, would materially impact the Corporation’s ability to carry out the exploration of the Wawa Gold Project.

Dependence on Good Relations with Employees

Successful exploration activities depend on the skills and abilities of the Corporation’s employees. There is intense competition for engineers, geologists and persons with relevant expertise. The ability of the Corporation to retain engineers, geologists and persons with such expertise is very important to its operations. There can be no assurances that the Corporation will be able to retain such personnel when they are required, which could have a material adverse effect on the Corporation’s operations, results of operations and financial condition.

Litigation

Defense and settlement costs of legal claims can be substantial, even with respect to claims that have no merit. Like most companies, the Corporation is subject to the threat of litigation and may be involved in disputes with other parties in the future which may result in litigation or other proceedings. The results of litigation or any other proceedings cannot be predicted with certainty. The Corporation is not currently involved in any disputes with other parties which it believes might result in litigation. Management is committed to conducting business in an ethical and responsible manner which it believes will reduce the risk of conflict and legal disputes with third parties. However, if the Corporation is unable to resolve future legal disputes favourably, it could have material adverse effects on its business, financial condition and results of operations.

Dividend Policy

No dividends on the Common Shares have been paid by the Corporation to date. The Corporation does not intend to declare or pay any cash dividends in the foreseeable future. Payment of any future dividends will be at the discretion of the Board of Directors after taking into account many factors, including the Corporation’s operating results, financial condition and current and anticipated cash needs.

Conflicts of Interest

Certain of the directors and officers of the Corporation also serve as directors and/or officers of other companies involved in natural resource exploration, development and mining operations and consequently there exists the possibility for such directors and officers to be in a position of conflict. Any decision made by any of such directors and officers will be made in accordance with their duties and obligations to deal fairly and in good faith with a view to the best interests of the Corporation and its shareholders. In addition, each director is required to declare and refrain from voting on any matter in which such director may have a conflict of interest in accordance with the procedures set forth in the Business Corporations Act (Ontario) and other applicable laws.

Accounting Policies and Internal Controls

The Corporation prepares its financial reports in accordance with IFRS. In preparation of its financial reports, management may need to rely upon assumptions, make estimates or use their best judgment in determining the financial condition of the Corporation. Significant accounting policies are described in more detail in the Corporation’s audited financial statements. In order to have a reasonable level of assurance that financial transactions are properly authorized, assets are safeguarded against unauthorized or improper use, and transactions are properly recorded and reported, the Corporation has implemented and continues to analyze its internal control systems for financial reporting. Although the Corporation believes its financial reporting and financial statements are prepared with reasonable safeguards to ensure reliability, the Corporation cannot provide absolute assurance in this regard.

DIVIDENDS

The Corporation has not declared or paid any cash dividends on the Common Shares since its incorporation. Subject to applicable laws, there are no restrictions on the Corporation that would prevent it from paying a dividend. However, the Corporation intends to retain future earnings for reinvestment in the Corporation’s business and, therefore, has no current intention to pay dividends on the Common Shares in the foreseeable future. The Corporation’s dividend policy will be reviewed from time to time in the context of its earnings, financial condition and other relevant factors.

DESCRIPTION OF CAPITAL STRUCTURE

As at the date hereof, the Corporation has 117,442,720 Common Shares, 3,473,592 Common Share purchase warrants, and 5,756,771 stock options issued and outstanding, the terms of which are summarized below.

Common Shares

The Corporation is authorized to issue an unlimited number of Common Shares with no par value. Holders of Common Shares are entitled to receive notice of and to attend and vote at all meetings of the shareholders of the Corporation and each Common Share confers the right to one vote in person or by proxy at all such meetings. Holders of Common Shares, subject to the prior rights, if any, of any other class of shares of the Corporation, are entitled to receive such dividends in any financial year as the Board of Directors of the Corporation may by resolution determine. In the event of the liquidation, dissolution or winding-up of the Corporation, whether voluntary or involuntary, holders of the Common Shares are entitled to receive, subject to the prior rights, if any, of the holders of any other class of shares of the Corporation, the remaining property and assets of the Corporation. Holders of Common Shares have no pre-emptive rights, no conversion rights or rights of redemption provisions applicable to the Common Shares.

Convertible Securities

The material provisions of the convertible securities of the Corporation outstanding as at the date hereof are as follows:

(a) The Corporation has 3,473,592 Common Share purchase warrants outstanding which are exercisable to acquire an aggregate of 3,473,592 Common Shares, subject to adjustments, with terms and expiry dates as follows:

Number of Common Share purchase warrants outstanding	Exercise price	Expiry date
2,825,640	$0.40	March 23,2023
647,952	$0.50	November 18,2023

(b) The Corporation has 5,756,771 stock options outstanding which are exercisable to acquire an aggregate of 5,756,771 Common Shares under the Corporation’s stock option plan, subject to adjustments, with terms and expiry dates as follows:

Number of stock options outstanding	Exercise price	Expiry date
102,500	$1.20	April6,2022
212,800	$1.20	April 11,2022
546,250	$0.60	June20,2022
159,000	$0.60	August10,2023
2,292,221	$0.73	April 14,2026
150,000	$0.76	June1,2026
100,000	$0.60	October 1,2026
150,000	$0.52	December 15,2026
1,869,000	$0.47	January25,2027
175,000	$0.46	April 13,2027

MARKET FOR SECURITIES

Trading Price and Volume

The Common Shares are listed on the TSXV under the trading symbol “RPX”. The closing price of the Common Shares on the TSXV on June 13, 2022, the last trading day prior to the date of this AIF, was $0.25.

The following table sets forth the price ranges and volume of trading of the Common Shares for each month during the year ended July 31, 2021.

Month	High ($)	Low ($)	Volume
August 2020	0.055	0.040	5,632,323
September 2020	0.045	0.035	2,826,229
October 2020	0.050	0.035	6,144,811
November 2020	0.040	0.030	4,327,765
December 2020	0.050	0.035	5,110,047
January2021	0.045	0.035	5,184,693
February2021	0.095	0.035	40,216,946
March 2021	0.085	0.055	9,099,132

April 2021	0.800	0.680	2,238,912
May2021	0.790	0.690	1,461,935
June 2021	0.820	0.540	2,005,980
July2021	0.620	0.370	1,760,499

Notes:

(1) On March 15, 2021, the Corporation completed a consolidation of the Common Shares on 10:1 basis. Following March 2021, the information above is presented on a post-consolidation basis.

Prior Sales

Other than 3,473,592 Common Share purchase warrants and 4,914,000 stock options of the Corporation as noted below, the Corporation did not issue securities which are not listed or quoted on a marketplace during the year ended July 31, 2021 and through to the date of this AIF:

Date of Issuance	Number of Securities	Exercise price	Securities Issued	Expiry date
March 23, 2021	2,825,640	$0.40	SRCompensationOptions	March 23,2023
April 14, 2021	2,470,000	$0.73	StockOptions	April 14,2026
June 1, 2021	150,000	$0.76	StockOptions	June1,2026
October 1, 2021	100,000	$0.60	StockOptions	October 1,2026
November 18, 2021	647,952	$0.50	November 2021 CompensationOptions	November 18, 2023
December 15, 2021	150,000	$0.52	StockOptions	December 15,2026
January 25, 2022	1,869,000	$0.47	StockOptions	January25,2027
April 13, 2022	175,000	$0.46	StockOptions	April 13,2027

Notes:

(2) Each Common Share purchase warrant and stock option is exercisable for one Common Share, subject to adjustments.

DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth, for each person who is a director and/or an executive officer of the Corporation as at the date hereof, the name, municipality of residence and position held with the Corporation, principal occupation during the past five years, the date of becoming an officer or director of the Corporation and number of Common Shares beneficially owned, or controlled or directed, directly or indirectly, by each such person. Each director will hold his office as director until the next annual meeting or until his successor is duly elected, unless his office is vacated earlier.

	DIRECTOR/	PRINCIPAL OCCUPATION AND POSITIONS DURING LAST	COMMON
NAME TITLE &
, PLACE OF	EXECUTIVE	FIVE YEARS	SHARES
	OFFICER		BENEFICIALLY
RESIDENCE
	SINCE		OWNED(1)

Paul Martin(2)(3) Chairman Toronto, ON Canada	February 23, 2021	 President and Chief Executive Officer and Director - Detour Gold Corporation (2013 to 2018)  Director – New Moly LLC since February 2022. New Moly LLC is a privately held corporation	729,000(5)
Drew Anwyll(3)(4) Director Toronto, ON Canada	January 28, 2019	 Chief Operating Officer – Generation Mining  Director - Goldsource Mines Inc  President - Drew Anwyll Consulting  President - Blue Thunder Mining (2019 to 2020)  Senior Vice President - Technical Services, Detour Gold Corporation (2014 to 2018)	315,500(6)
Rachel Goldman(2)(3) Director Montreal, QC Canada	September 7, 2021	 Chief Executive Officer and Director - Paramount Gold Nevada Corp  Managing Director, Institutional Equity Sales - Desjardins Securities 2016-2019	Nil(7)


Andrew Baumen(4) Director Oakville, ON Canada	November 8, 2018	 President - Baumen Mining Consulting Inc.  VP, Technical Services - Barrick Gold Corporation (2017 to 2018)  General Manager - Hemlo Operations, Barrick Gold Corporation (2010 to 2016)	71,428(8)
Nils Engelstad(2) Director Toronto, ON Canada	May 31, 2021	 Vice President and General Counsel - Alamos Gold Inc.  Director - Inventus Mining Corp.	Nil(9)
Quentin Yarie President and CEO Director Toronto, ON Canada	December 2009	 Director - Macdonald Mines Exploration Inc.  President & CEO - Macdonald Mines Exploration Inc. (2010 to 2021)  President & CEO - Honey Badger Silver Inc. (2012 to 2020)  Senior Officer - NextSource Materials Inc. (2010 to 2019)	513,104(10)
Jim O’Neill CFO and Corporate Secretary Campbellford, ON Canada	November 8, 2021	 CFO – Western Gold Exploration Ltd.  CFO – New Break Resources Ltd.  CFO – Virtus Mining Ltd. & predecessor Aldridge Minerals Inc. (2011 – 2020)	Nil(11)

Notes:

(1) Common Shares (and securities convertible or exchangeable into Common Shares) beneficially owned, or controlled or directed, directly or indirectly, as at the date hereof, are based upon information furnished to the Corporation by each director or officer or as obtained from public sources.
(2) Member of the Audit Committee. Mr. Martin is the Audit Committee Chair.
(3) Member of the Compensation Committee. Mr. Martin is the Compensation Committee Chair.
(4) Member of the Technical Committee. Mr. Baumen is the Technical Committee Chair.
(5) Mr. Martin also holds 450,000 stock options of the Corporation.
(6) Mr. Anwyll also holds 1,105,000 stock options of the Corporation. Mr. Anwyll is also a director of Goldsource Mines Inc.
(7) Ms. Goldman also holds 180,000 stock options of the Corporation. Ms. Goldman is also a director of Paramount Gold Nevada Corp.
(8) Mr. Bauman also holds 1,105,000 stock options of the Corporation.
(9) Mr. Engelstad holds 100,000 stock options of the Corporation. Mr. Engelstad is also a director of Inventus Mining Corp.
(10) Mr. Yarie also holds 3,472,500 stock options of the Corporation and 340,000 Common Share purchase warrants of the Corporation. Mr. Yarie is also a director of MacDonald Mines Exploration Ltd.
(11) Mr. O’Neill holds 220,000 stock options of the Corporation.

As at the date of this AIF, the directors and officers of the Corporation, as a group, beneficially owned, or controlled or directed, directly or indirectly, 1,629,032 Common Shares of the Corporation, representing approximately 1.3% of the outstanding Common Shares.

The Board of Directors of the Corporation has established three committees, being the Audit Committee, the Compensation Committee and the Technical Committee.

For additional information relating to the committees noted above and certain other corporate governance and Audit Committee related disclosures, see the management information circular of the Corporation dated December 15, 2021 (the “ Circular ”) as filed on the profile of the Corporation at www.sedar.com.

Cease Trade Orders, Bankruptcies, Penalties or Sanctions

Corporate Cease Trade Orders

To the best of the knowledge of the Corporation, within the 10 years preceding the date of this AIF, none of the current directors or executive officers of the Corporation is or has been a director or executive officer of any company that, while that person was acting in that capacity: (a) was the subject of a cease trade order or similar order, or an order that denied any company access to any exemptions under securities legislation, for a period of more than 30 consecutive days; or (b) was the subject of a cease trade order or similar order, or an order that denied

any company access to any exemptions under securities legislation, for a period of more than 30 consecutive days, issued after that person ceased to be a director or executive officer of the Corporation and which resulted from an event that occurred while that person was acting in a capacity of director or executive officer.

Penalties or Sanctions

To the best of the knowledge of the Corporation, no director or executive officer of the Corporation has been subject to: (a) any penalties or sanctions imposed by a court relating to Canadian securities legislation or by a Canadian securities regulatory authority or has entered into a settlement agreement with a Canadian securities regulatory authority; or (b) any other penalties or sanctions imposed by a court or regulatory body that would be likely to be considered important to a reasonable security holder in making an investment decision.

Bankruptcies

To the best of the knowledge of the Corporation, no director or executive officer of the Corporation: (a) is, as at the date of this AIF, or within 10 years before the date of this AIF, has been a director or executive officer of a corporation (including our company) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or (b) has within the 10 years before the date of this AIF, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the director or executive officer.

Conflicts of Interest

Other than as set forth herein and below, as of the date hereof, the Corporation is not aware of any material conflicts of interest with any current director or officer of the Corporation.

Certain of the current directors and officers of the Corporation serve as directors or officers of, or provide consulting services to, other resource companies or may have significant shareholdings in other public or private resource companies which may compete with the Corporation. Situations may arise in connection with potential acquisitions, investments or other transactions where the interests of these directors may actually or potentially conflict with the interests of the Corporation. The Corporation has established procedures and practices to minimize the frequency and extent of conflicts of interest and to resolve or deal with them in a manner which protects the interests of the Corporation and its shareholders, including disclosure of actual or perceived conflicts and having independent directors review and deal with such conflicts. The Business Corporations Act (Ontario) requires written disclosure if a director or officer of the Corporation is a party to a material contract or proposed material contract or is a director or officer of, or has a material interest in, any material contract or proposed material contract with the Corporation and, subject to certain exceptions, requires the director to abstain from voting on the matter.

LEGAL PROCEEDINGS AND REGULATORY ACTIONS

At the date hereof, the Corporation is not a party to, and the Wawa Gold Project is not the subject of, any legal proceedings; the Corporation was not a party to, and the Wawa Gold Project was not the subject of, any such proceedings in the year ended July 31, 2021; and the Corporation is not aware of any such proceedings contemplated by or against the Corporation or the Wawa Gold Project.

The Corporation is not at the date hereof, and in the year ended July 31, 2021 was not, subject to: (i) any penalties or sanctions imposed by a court relating to provincial and territorial securities legislation or by a securities regulatory authority; (ii) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable investor in making an investment decision in respect of the Corporation; or (iii) settlement agreements entered into before a court relating to securities legislation or with a securities regulatory authority.

INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS

Except as otherwise disclosed in this AIF and within the Corporation’s financial statements, no director or executive officer of the Corporation and, to the knowledge of the directors and executive officers of the Corporation, none of their respective associates or affiliates, nor any person who beneficially owns or exercises control or direction, directly or indirectly, over more than 10% of the Corporation’s outstanding Common Shares, nor their respective associates or affiliates, has had any material interest, direct or indirect, in any transaction within the three most recently completed financial years or in any proposed transaction which has materially affected or is reasonably expected to materially affect the Corporation or any of its subsidiaries on a consolidated basis.

TRANSFER AGENT AND REGISTRAR

The transfer agent and registrar for the Common Shares is TSX Trust Company, which is located at 301 – 100 Adelaide Street West, Toronto, Ontario.

MATERIAL CONTRACTS

Other than contracts entered into in the normal course of business, the Corporation has not entered into any material contracts during the year ended July 31, 2021, or before such year but which remain in effect.

All material contracts of the Corporation have been filed on SEDAR and are available at www.sedar.com.

INTERESTS OF EXPERTS

The Updated Technical Report was prepared by Golder in accordance with NI 43-101 and is incorporated by reference into this AIF. The QPs involved in the creation of the Updated Technical Report are Mr. Brian Thomas, P.Geo., Ms. Jennifer Simper, P.Geo. and Mr. Steve Haggarty, P.Eng., all of whom are independent QPs as defined under NI 43-101. Mr. Thomas and Ms. Simper are employees of Golder and Mr. Haggarty is an employee of Haggarty. The Updated Technical Report is available under the Corporation’s SEDAR profile at www.sedar.com, and from the Corporation’s website. As at the date of this AIF, Mr. Thomas, Ms. Simper and Mr. Haggarty own less than 1% of the issued and outstanding Common Shares.

MNP LLP are the auditors of the Corporation and audited the Corporation’s financial statements for the year ended July 31, 2021. MNP LLP has advised the Corporation that they are independent of the Corporation within the meaning of the Rules of Professional Conduct of Chartered Professional Accountants of Ontario.

ADDITIONAL INFORMATION

Additional information relating to the Corporation may be found on SEDAR at www.sedar.com.

Additional information, including directors’ and officers’ remuneration and indebtedness, principal holders of the Corporation’s securities, information on the committees of the Board of Directors and securities authorized for issuance under equity compensation plans is contained in the Circular for its annual and special meeting of shareholders, which was held on January 25, 2022.

Additional financial information is provided in the Corporation’s audited financial statements and management’s discussion and analysis for the year ended July 31, 2021 and the interim period ended January 31, 2022.

AI assistant

Red Pine Exploration Inc. — Annual Report 2021

43359_rns_2022-06-14_9dd83a48-cc01-4781-b4a5-6ff47ccf385c.pdf