Red Lake Gold Announces 10-for-1 Share Consolidation and $125,000 Private Placement to Support Going Concern Status

Share Consolidation Details and CSE Pricing Compliance

Red Lake Gold plans a 10-to-1 share consolidation, converting every 10 pre-consolidation shares into one post-consolidation share. This move aligns with the Canadian Securities Exchange (CSE) policy requiring a minimum $0.05 share price for unrestricted common share financings. As of July 20, 2026, the company’s last closing price was $0.005, which would equate to $0.05 post-consolidation, meeting CSE pricing rules.

The consolidation is conditional upon receiving adequate subscription commitments, as evaluated by the board. CSE policies also limit the number of common shares issuable via ordinary financings, which the company must adhere to.

Private Placement Offering and Unit Structure

The non-brokered private placement will offer up to 2,500,000 units at $0.05 each on a post-consolidation basis, aiming to raise up to $125,000 gross. Each unit comprises one post-consolidation common share and one warrant exercisable at $0.05 per share for 60 months from closing or tranche date.

The offering may close in multiple tranches. Securities issued will be subject to a statutory hold period of four months plus one day. Finder’s fees of 6% of gross proceeds may be paid for certain subscribers, excluding insiders as defined by CSE rules. Insiders may participate, potentially exceeding 25% of the offering, in compliance with securities laws.

Impact on Capitalization Post-Consolidation

Currently, Red Lake Gold has 50,539,169 common shares outstanding. Post-consolidation, assuming no other issuances, this will reduce to approximately 5,053,916 shares. Fractional shares from the consolidation will be rounded down.

If the private placement fully subscribes, total post-consolidation shares outstanding would rise to about 7,553,916, with up to 2,500,000 warrants issued.

Use of Funds and Going Concern Considerations

The company emphasized that proceeds will address outstanding liabilities and provide working capital to maintain its going concern status. The consolidation and private placement are necessary to secure these funds, with completion contingent on regulatory approvals, including from the CSE.

Whirlwind Jack Claims Set to Revert to Crown

Red Lake Gold updated that the Whirlwind Jack Claims in Ontario’s Red Lake region are expected to revert to the Crown in late August 2026 due to no planned further expenditures. Efforts to interest a third party in these claims, consistent with a September 5, 2025 valuation report, were unsuccessful.

The company will cease active spending on these claims, leading to their anticipated reversion at the next assessment anniversary.

First Nations Dispute and Regional Context

The announcement references ongoing First Nation assertions challenging the validity of Ontario-issued mining claims, previously detailed in an April 16, 2025 news release. This dispute, combined with lack of third-party interest and strategic reprioritization, influenced the decision to allow the Whirlwind Jack Claims to revert.

Focus on Soo North Copper and Moray East Gold Projects

Red Lake Gold maintains interests in the Soo North Copper Project and Moray East Gold Project, both with claim good standing into 2027. The company is particularly focused on the Soo North Copper Project, citing favorable recent copper price performance relative to gold.

Potential Corporate Rebranding Following Claim Reversion

If the Red Lake claims revert and the board deems it appropriate, Red Lake Gold may pursue a corporate rebranding, subject to CSE consent. This possibility was discussed at the January 26, 2026 annual and special shareholder meeting, where shareholders approved related items concerning the company’s CSE listing status.

Regulatory and Forward-Looking Considerations

The offering’s completion depends on consolidation success and regulatory approvals. The company will only proceed if subscription commitments meet board satisfaction. Forward-looking statements caution that actual outcomes may differ materially, including subscription levels, financing completion, regulatory changes, insider participation, and corporate strategy.

Market Reaction and Next Steps

The immediate market impact of the announcement is unclear. Given the company’s going concern status and conditional consolidation, investors are likely monitoring subscription interest and board decisions closely.

Red Lake Gold will provide updates upon definitive decisions to proceed with the consolidation and offering. Investors should watch CSE filings for regulatory approvals, subscription progress, and company announcements.