Red Lake Gold Inc. Announces Intent to Spin-Out Alma Gold Inc. to Shareholders, Provides Additional Corporate Updates
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Red Lake Gold Inc. Announces Intent to Spin-Out Alma Gold Inc. to Shareholders, Provides Additional Corporate Updates

Thursday, June 4, 2020 11:10 AM
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VANCOUVER, BC / ACCESSWIRE / June 4, 2020 / Red Lake Gold Inc. (CSE:RGLD)(FWB:P11) ("Red Lake Gold" or the "Corporation") is pleased to announce certain corporate developments.

Intent to Spin-Out Alma Gold Inc.

The Corporation advises that it has incorporated a wholly-owned subsidiary, Alma Gold Inc. ("Alma Gold"), a corporation existing under the laws of British Columbia.

Alma Gold has executed an option agreement to acquire a 100% interest in the Chambers Settlement Gold Project in New Brunswick, Canada (the "Chambers Settlement Gold Project") from Avalon Gold Resources Inc., an arm's-length party based in Toronto, Canada. The Chambers Settlement Gold Project has had recent exploration thereon with follow-up work planned by Alma Gold. The terms of the Chambers Settlement Gold Project involve a series of cash payments over a four-year earn-in period, and the granting of a 2% royalty, half of which may be re-purchased by Alma Gold. The Corporation has retained Mercator Geological Services Limited of Halifax, Nova Scotia to ready certain exploration plans, as well as other technical materials expected to be used in conjunction with the corporate plans disclosed herein.

Red Lake Gold intends to spin-out shares of Alma Gold to its shareholders at a yet-to-be-determined ratio. It is expected that Alma Gold will conduct a financing in conjunction with an intent to pursue a public listing of Alma Gold.

Further information and disclosure documentation, including the applicable record date, shall be forthcoming as available.

Fenelon Gold Inc.

The Corporation is also pleased to report that it has incorporated a wholly-owned subsidiary, Fenelon Gold Inc., for the purposes of advancing its Fenelon North Gold Project, which shares a 50km common property boundary with Wallbridge Mining Company Limited. Through the Fenelon North Gold Project, the Corporation controls a significant amount of mineral tenure exceeding 60,000 acres which includes substantial holdings within the Jeremie Pluton, a structure that has recently seen increased exploration industry focus (see also Red Lake Gold news releases dated June 2, 2020 and February 12, 2020).

Additional information on the Fenelon North Gold Project may be found at:

https://www.redlakegold.ca/fenelon_north

The Corporation further advises that it recently sought certain regulatory relief by way of written application to Québec's Minister of Energy and Natural Resources. Subsequent to that application, and in conjunction with publicly-disclosed province-wide relief granted by the Government of Québec to claim holders in the province, the Corporation beneficially received certain relief from particular regulatory requirements (the "Fenelon North Gold Project Relief"). The net result of the Fenelon North Gold Project Relief was that the applied for relief portion of the Fenelon North Gold Project received an extended good-standing date through to early 2023. The Corporation expresses its gratitude to the Government of Québec, under the leadership of the Minister of Energy and Natural Resources, for Québec's conscientious and balanced efforts to manage public health and economic vitality.

Update on the Whirlwind Jack Gold Project

In conjunction with the corporate developments announced herein, Red Lake Gold believes it will be well-positioned to direct resources to the Whirlwind Jack Gold Project as certain COVID-19 restrictions and constraints are lifted in Ontario.

Additional information on the Whirlwind Jack Gold Project may be found at:

https://www.redlakegold.ca/whirlwind

On Behalf of the Board of Directors

Ryan Kalt
Chairman & Chief Executive Officer
Email: [email protected]

Forward-Looking Statements

This news release contains certain forward-looking statements. Statements that are not historical fact constitute "forward-looking information" as that term is defined in National Instrument 51-102 of the Canadian Securities Administrators. Forward-looking statements are frequently, but not always, identified by words such as "expects", "anticipates", "believes", "intends", "estimates", "potential", "possible" and similar expressions, or statements that events, conditions or results "will", "would", "may", "could" or "should" occur or be achieved. These forward-looking statements may include, but are not limited to, statements regarding the intention to pursue a spin-out of shares of Alma Gold to the Corporation's shareholders, a concurrent or subsequent financing, and a public listing of Alma Gold; the Corporation's being in a position to direct resources to the Whirlwind Jack Gold Project as well as other statements that are not statements of historical fact. The material factors or assumptions used to develop forward-looking statements include the assumption that the conditions precedent to completion of the spin-out of shares of Alma Gold and the public listing thereof (including receipt of all necessary regulatory and shareholder approvals) will be satisfied in a timely manner; all necessary approvals in respect of any concurrent financing will be obtained in a timely manner and on acceptable terms; that the circumstances surrounding the COVID-19 pandemic, although evolving, will stabilize or at least not worsen; that the extent to which COVID-19 may impact the Corporation, including without limitation disruptions to the mobility of Corporation personnel, increased labour and transportation costs, and other related impacts, will not change in a materially adverse manner; and general business and economic conditions will not change in a materially adverse manner.

Forward-looking statements are statements about the future and are inherently uncertain, and actual results, performance may differ materially from any future results, performance or achievements expressed or implied by the forward-looking statements due to a variety of risks, uncertainties and other factors. Such risks and other factors include, among others, risks involved in (i) conditions precedent to the potential spin-out of Alma Gold not being satisfied in a timely manner or incapable of being satisfied at all; (ii) adverse market conditions; (iii) the need for additional financing; COVID-19 risks to personnel health and safety and a slowdown or temporary suspension of operations in geographic locations impacted by an outbreak. The forward-looking statements herein are based on the beliefs, expectations and opinions of the Corporation on the date the statements are made, and the Corporation does not assume and expressly disclaims, any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as otherwise required by applicable securities legislation. For the reasons set forth above, investors should not place undue reliance on forward-looking statements.

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

SOURCE: Red Lake Gold Inc.

Red Lake Gold Inc.
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