Red Pine Petroleum Announces Private Placement and Debt Settlement

VANCOUVER, BC / ACCESSWIRE / December 12, 2019 / Red Pine Petroleum Ltd. (TSXV:RPN)(the "Company") is pleased to announce that it intends to complete a non-brokered private placement of up to 40,000,000 units (each, a "Unit") for gross proceeds of $200,000, each Unit comprised of one common share in the capital of the Company (each, a "Common Share") and one common share purchase warrant (each, a "Warrant"). Each Warrant entitles the holder thereof to purchase one Common Share for a period of 60 months following closing of the Offering at a price of $0.005 per Common Share (the "Offering").

In addition, the Company is pleased to report that it has it has entered into debt conversion agreements (collectively, the "Debt Agreements") with certain creditors of the Company. Pursuant to the Debt Agreements, the Company proposes to settle $815,412 of debt by issuing 163,082,400 Common Shares at a deemed price of $0.005 per Common Share (the "Debt Settlement"; together with the Offering, the "Transactions").

In connection with the Transactions, Brendan Purdy of Toronto, Ontario, has agreed to acquire 10,000,000 Common Shares and 10,000,000 Warrants under the Offering and 42,270,600 Common Shares under the Debt Settlement, representing, in the aggregate, 22.30% of the issued and outstanding Common Shares on a non-diluted basis, and 25.48% on a partially-diluted basis (assuming exercise of Mr. Purdy's convertible securities). Prior to the Transactions, Mr. Purdy did not beneficially own, or exercise control or direction over, any securities of the Company. Mr. Purdy is acquiring these securities for investment purposes and may, from time to time, acquire additional securities of the Company or dispose of such securities as Mr. Purdy may deem appropriate.

In connection with the Transactions, Enrico Paolone of Oakville, Ontario, has agreed to acquire 10,000,000 Common Shares and 10,000,000 Warrants under the Offering and 38,270,600 Common Shares under the Debt Settlement, representing, in the aggregate, 20.59% of the issued and outstanding Common Shares on a non-diluted basis, and 23.8% on a partially-diluted basis (assuming exercise of Mr. Paolone's convertible securities). Prior to the Transactions, Mr. Paolone did not beneficially own, or exercise control or direction over, any securities of the Company. Mr. Paolone is acquiring these securities for investment purposes and may, from time to time, acquire additional securities of the Company or dispose of such securities as Mr. Paolone may deem appropriate.

In connection with the Transactions, Capital Leasing Investment Corp. of Calgary, Alberta has agreed to acquire 8,750,000 Common Shares and 8,750,000 Warrants under the Offering and 33,486,775 Common Shares under the Debt Settlement, representing, in the aggregate, 18.0% of the issued and outstanding Common Shares on a non-diluted basis, and 20.9% on a partially-diluted basis (assuming exercise of Capital Leasing Investment Corp.'s convertible securities). Prior to the Transactions, Capital Leasing Investment Corp. did not beneficially own, or exercise control or direction over, any securities of the Company. Capital Leasing Investment Corp is acquiring these securities for investment purposes and may, from time to time, acquire additional securities of the Company or dispose of such securities as Capital Leasing Investment Corp. may deem appropriate.

Copies of the respective early warning reports that will be filed by Mr. Purdy, Mr. Paolone, and Capital Leasing Investment Corp. may be obtained on the Company's SEDAR profile or by contacting the Company.

All of the Common Shares issued pursuant to the Offering and the Debt Settlement are subject to a statutory hold period of four months plus one day from the date of issuance, in accordance with applicable securities legislation.

The Company intends to use the net proceeds from the Offering to pay its accounts payable and for general working capital purposes.

ON BEHALF OF THE BOARD

RED PINE PETROLEUM LTD.
Michael Lerner
CEO and Director
Phone: (416) 710-4906
E-mail: [email protected].

Forward Looking Information: This News Release may contain forward-looking statements including, but not limited to comments regarding the closing of the Transactions. Forward-looking statements address future events and conditions and therefore involve inherent risks and uncertainties. This is no certainty that the Transactions will be completed on the terms set forth in this News Release or at all. The Company does not undertake to update any forward-looking information, except in accordance with applicable securities laws.

SOURCE: Red Pine Petroleum Ltd.