Red Pine Exploration Inc. — Capital/Financing Update 2020

Jan 9, 2020

Form 51-102F3 MATERIAL CHANGE REPORT

1. Name and Address of the Issuer

Red Pine Exploration Inc. (the “Issuer”) 1001 – 145 Wellington Street West Toronto, ON M5J 1H8

2. Date of Material Change

December 31, 2019

3. News Release

A news release was disseminated on December 31, 2019 and was filed on SEDAR with the British Columbia, Alberta, Manitoba, Quebec and Ontario securities commissions and with the TSX Venture Exchange.

4. Summary of Material Change

The Issuer announced it had closed its previously announced brokered private placement of securities for gross proceeds of $3,779,722.24.

5. Full Description of Material Change

The Issuer announced that it had closed its previously announced brokered private placement financing (the “Offering”) announced on December 10, 2019, pursuant to which it received total gross proceeds of $3,779,722.24. The Issuer issued (i) 25,892,850 units (the “FT Units”) with each FT Unit comprised of one “flow-through” common share (a “FT Share”) of the Issuer and one-half of one non-flow-through common share purchase warrant (each whole warrant, a “Warrant”) at a price of C$0.035 per FT Unit for gross proceeds of C$906,249.75, and (ii) 82,099,214 non-flow-through units of the Issuer (the “Non-FT Units” and together with the FT Units, the “Securities”) with each Non-FT Unit comprised of one common share (issued on a non-“flow-through” basis) and one whole Warrant, at a price of C$0.035 per Non-FT Unit for gross proceeds of C$2,873,472.49. Each whole Warrant is exercisable to acquire one common share at a price of C$0.05 per share for a period of 24 months following the closing date of the Offering. Each FT Share partially comprising the FT Units has been issued on a “flow-through” basis within the meaning of such term in the Income Tax Act (Canada). The Offering was led by Haywood Securities Inc. (the “Agent”).

Alamos Gold Inc. (“Alamos”) subscribed for 52,995,253 Non-FT Units at a purchase price of C$1,854,833.86 as part of the Offering. As a result, Alamos holds 52,995,253 common shares of the Issuer, or 11.10% of its issued and outstanding common shares on an undiluted basis, and 52,995,253 common share purchase warrants, or 19.99% of its issued and outstanding common shares on a partially diluted basis. Prior to the Offering, Alamos did not hold any common shares of the Issuer. Alamos and the Issuer have entered into an investor rights agreement, pursuant to which Alamos, provided that it owns at least a 10% interest in the Issuer, will be granted certain investor rights including but not limited to:

• Alamos will have the right to participate in future equity financings of the Issuer to maintain its pro rata ownership prior to the equity financing. Alamos will have a one-time right, on the first equity financing completed under the investor rights agreement, to increase its ownership to 19.99% of the Issuer’s issued and outstanding common shares on a partially diluted basis.

• Alamos will have the right to appoint one member to the Issuer’s Board of Directors.

• Alamos will have the right to appoint two members to a newly created Exploration Committee, with the Issuer having the right to appoint any number of members.

The proceeds from the sale of the Securities will be used as set out in the press release of the Issuer announcing the Offering dated December 10, 2019 and will include using the proceeds from the sale of the

FT Units for “Canadian exploration expenses” (within the meaning of the Income Tax Act (Canada)) in connection with the mineral exploration programs of Red Pine.

In consideration for its services, the Issuer paid the Agent a cash commission equal to 6.0% of the gross proceeds from the Offering, being $226,783.33, and issued to the Agent 6,479,523 non-transferable options (“Compensation Options”) equal to 6.0% of the aggregate number of Securities issued under the Offering. Each Compensation Options is exercisable to acquire one Non-FT Unit of the issuer at a price of C$0.05 per Non-FT Unit for a period of 24 months from the closing of the Offering. All of the securities issued or issuable in connection with the Offering, including the Compensation Options and all underlying securities, are subject to a hold period expiring four months and one day, or May 1, 2020, after the closing of the Offering and the issuance of such securities. The Offering is subject to the final approval of the TSX Venture Exchange.

The purchase of securities in the Offering by certain parties who are “related parties” (as set out in the table below) of the Issuer is a “related party transaction” pursuant to Multilateral Instrument 61-101 - Protection of Minority Holders in Special Transactions (“ MI 61-101 ”) and is exempt from the formal valuation requirements of MI 61-101 pursuant to subsection 5.5(b) of MI 61-101, and from the minority approval requirements of MI 61-101 pursuant to subsection 5.7(a) of MI 61-101. There were no disagreements between directors, materially contrary views by any directors or abstention by any independent director in approving the subscription agreements executed by the related parties who participated in the Offering. The subscription agreements pursuant to which all investors, including the related parties, purchased the Units or FT Units, as the case may be, contained standard representations, warranties and covenants. No special process was adopted by the Issuer to approve the transactions contemplated by the Offering.

The interest of each related party in the Offering is set out below:

Name of Related Party	FT Units or Units purchased inOffering (#)	Common Shares of the Issuerheld after completion ofOffering (#)
Quentin Yarie	575,000FTUnits	2,496,040
Robert Dodds	1,428,571 FT Units	11,186,034
DrewAnwyll	1,400,000 Units	2,240,000
Andrew Baumen	714,285 Units	714,285
Gregory Duras	571,428 FT Units	571,428

Notes: Mr. Yarie, Dodds, Anwyll and Baumen are directors of the Issuer. Mr. Duras is the Chief Financial Officer.

6. Reliance on subsection 7.1(2) of National Instrument 51-102

Not applicable

7. Omitted Information

No significant facts have been omitted from this report.

8. Executive Officer

For further information, please contact Greg Duras, CFO of the Issuer, at (416) 364-7024.

9. Date of Report

DATED January 9, 2020.