Early Warning Notice Regarding Red Lake Gold Inc.

April 05, 2024 at 17:30 PM EDT

This press release is issued pursuant to Multilateral Instrument 62-104 - Take-Over Bids and Issuer Bids and National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues.

Calgary, Alberta, April 5, 2024 – Mr. Ryan Kalt reports that he has acquired securities of Red Lake Gold Inc. (CSE: RGLD)(“Red Lake Gold” or the “Issuer”) being represented by a direct acquisition of 2,000,000 common share units of the Issuer (the “Acquired Common Share Units”) through a private placement financing announced and conducted by the Issuer that closed on April 4, 2024, which had related cash consideration paid to the Issuer of $100,000, and through an indirect acquisition of 3,000,000 flow-through share units of the Issuer (the “Acquired Flow-Through Share Units”) also so acquired by way of a private placement financing announced and conducted by the Issuer that closed on April 4, 2024, which had related further cash consideration paid to the Issuer of $150,000.

In aggregate, Mr. Kalt paid, directly and indirectly through entity owned by him, the total cash sum of $250,000.00 to the Issuer for the Acquired Common Share Units and Acquired Flow-Through Share Units.

Each Acquired Common Share Unit consisted of one common share (the “Acquired Common Shares”) and one common share purchase warrant (the “Acquired Common Share Warrants”), on terms announced by the Issuer and each Acquired Flow-Through Share Unit consisted of one flow-through share (the “Acquired Flow-Through Shares”) and one common share purchase warrant (the “Acquired Flow-Through Share Warrants”), on terms announced by the Issuer.

The Acquired Common Shares and Acquired Flow-Through Share (together, the “Acquired Shares”) represent a combined total of 5,000,000 shares of Red Lake Gold, and represent 11.98% of the outstanding common shares of the Issuer on a post-issuance basis.

As at the date hereof, Mr. Kalt currently owns and controls, on an aggregated direct and indirect basis, a total of 19,581,800 common shares of Red Lake Gold, representing approximately 46.91% of the Issuer’s currently issued and outstanding common shares.

In addition to the foregoing, Mr. Kalt holds a further 700,000 common share stock options (held directly), a further 2,000,000 common share purchase warrants (held directly), and a further 4,000,000 common share purchase warrants (held indirectly through Calgary-based Kalt Industries Ltd.), which if all such convertible securities so hereto before described were to be exercised concurrently and in their totality, would represent, in the approximate aggregate, an additional 13.83% of the then resulting common shares calculated to be outstanding of the Issuer on a post-exercise basis.

The acquired securities so above described were acquired on a direct and indirect basis by Mr. Kalt for investment purposes.

Under the Business Corporation Act (British Columbia), which applies to the Issuer, Mr. Kalt, who is the Chairman and Chief Executive Officer of the Issuer, abstained from voting on specific resolutions related to the private placement financings and duly provided all applicable notices under the regulations.

Mr. Kalt may acquire additional securities of the Issuer either on the open market or through private acquisitions or sell securities of the Issuer either on the open market or through private dispositions in the future depending on market conditions, reformulation of plans and/or other relevant factors. Other than the foregoing, Mr. Kalt does not have plans or any future intentions which relate to or would result in any of the other foregoing matters.

“Ryan Kalt”

Ryan Kalt

The Form 62-103F1 – Required Disclosure under the Early Warning Requirements associated with this news release can be obtained from SEDAR+ at www.sedarplus.ca. In the alternate, to obtain a copy of the report, please contact Mr. Kalt at 1.403.454.2984.

The CSE has not reviewed, approved or disapproved the contents of this press release.

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Early Warning Notice Regarding Red Lake Gold Inc.

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