Red Pine Exploration Inc. — Capital/Financing Update 2023

May 12, 2023

FORM 51-102F3 MATERIAL CHANGE REPORT

1. Name and Address of Company

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

2. Date of Material Change

May 8, 2023.

3. News Release

The news release announcing the material change referred to in this report was disseminated via Globe Newswire on May 8, 2023, and was subsequently filed on SEDAR.

4. Summary of Material Change

On May 8, 2023, the Issuer closed its previously announced “best efforts” private placement (the “ Offering ”) for gross proceeds of approximately $7.745 million. The Offering consisted of: (i) 5,675,000 units of the Issuer (the “ Units ”) at a price of $0.20 per Unit; (ii) 11,538,230 tranche 1 flow-through units of the Issuer (the “ Tranche 1 FT Units ”) at a price of $0.235 per Tranche 1 FT Unit; and (iii) 13,679,000 tranche 2 flow-through units of the Issuer (the “ Tranche 2 FT Units ” and together with the Units and the Tranche 1 FT Units, the “ Offered Securities ”) at a price of $0.285 per Tranche 2 FT Unit.

5. Full Description of Material Change

On May 8, 2023, the Issuer closed the Offering for gross proceeds of approximately $7.745 million. The Offering consisted of: (i) 5,675,000 Units at a price of $0.20 per Unit; (ii) 11,538,230 Tranche 1 FT Units at a price of $0.235 per Tranche 1 FT Unit; and (iii) 13,679,000 Tranche 2 FT Units at a price of $0.285 per Tranche 2 FT Unit.

The Offering was co-led by Haywood Securities Inc. (“ Haywood ”) and 3L Capital Inc. (“ 3L ”) on behalf of a syndicate of agents including Laurentian Bank Securities Inc. (together with Haywood and 3L, the “ Agents ”). Haywood acted as sole bookrunner in connection with the Offering.

Each Offered Security consists of one common share in the capital of the Issuer (a “ Common Share ”) and one-half of one common share purchase warrant of the Issuer (each whole purchase warrant, a “ Warrant ”). Each Warrant entitles the holder to acquire one Common Share (a “ Warrant Share ”) at a price per Warrant Share of $0.25 until May 8, 2024.

Each Common Share and Warrant underlying the Tranche 1 FT Units and the Tranche 2 FT Units qualify as a “flow-through share” within the meaning of subsection 66(15) of the Income Tax Act (Canada) (the “ Tax Act ”). The gross proceeds from the sale of Tranche 1 FT Units and Tranche 2 FT Units will be used by the Issuer to incur eligible “Canadian exploration expenses” that will qualify as “flow-through mining expenditures” as such terms are defined in the Tax Act (the “ Qualifying Expenditures ”) related to the Issuer’s projects in Canada. All Qualifying

Expenditures will be renounced in favour of the subscribers of the Tranche 1 FT Units and the Tranche 2 FT Units effective December 31, 2023. The net proceeds from the sale of Units will be used by the Issuer for ongoing exploration at the Wawa Gold Project, working capital and general corporate purposes.

In consideration for their services, the Issuer (i) paid the Agents a cash commission equal to 6% of the gross proceeds, and (ii) issued to the Agents 1,853,533 compensation options (the “ Compensation Options ”). Each Compensation Option is exercisable to acquire one Common Share at a price of $0.20 per Unit until May 8, 2025.

All securities issued in connection with the Offering are subject to a hold period in Canada expiring September 9, 2023. The Offering remains subject to final acceptance of the TSX Venture Exchange.

An insider of the Issuer purchased 75,000 Units under the Offering pursuant to a subscription agreement that contained customary terms and that was in the same form as the subscription agreements entered into by other purchasers of Units. Such transaction constitutes a “related party transaction” within the meaning of TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“ MI 61-101 ”). The Issuer has relied on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 in respect of such insider participation.

A resolution of the board of directors of the Issuer approving the Offering was passed in accordance with the Business Corporations Act (Ontario) and no materially contrary view or abstention was expressed or made by any director.

The Issuer did not file a material change report more than 21 days before the closing of the Offering because the details of the insider participation were not finalized until closer to the closing and the Issuer wished to close the Offering as soon as practicable for business reasons.

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

Not applicable.

7. Omitted Information

No information has been omitted on the basis that it is confidential information.

8. Executive Officer

Quentin Yarie President and Chief Executive Officer Telephone: 416-364-7024

1. Date of Report.

May 12, 2023.