Red Lake Gold proposes share consolidation and private placement

NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. WIRE SERVICES Vancouver, British Columbia--(Newsfile Corp. - July 21, 2026) - Red Lake Gold Inc. (CSE: RGLD) (" Red Lake Gold " or the " Corporation " or the " Issuer ") announces certain proposed matters and provides a corporate update. In connection with a proposed non-brokered private placement (further described below), the Issuer proposes to consolidate its issued and outstanding common shares on the basis of ten (10) pre-Consolidation common shares for each one (1) post-Consolidation common share (the " Consolidation "). The Canadian Securities Exchange (the " CSE "), on which the Issuer is listed, holds policy that requires common share financings of unrestricted form to have $0.05 minimum share pricing, noting that the last market-traded closing price of the Issuer's common shares was $0.005 (as at July 20, 2026).

The Corporation proposes a non-brokered private placement of up to 2,500,000 units (the " Units "), on a post-Consolidation basis, at a price of $0.05 per Unit for gross proceeds of up to $125,000 (the " Offering "). Pricing of the proposed Offering is set having regard to the Issuer's last traded market-price, being $0.005 on a pre-Consolidation basis which in turn would represent $0.05 on a post-Consolidation basis (the " Consolidated Price ") and the policies of the CSE. Policies of the CSE also prescribe certain other financing terms and conditions applicable to issuers like the Corporation (the " CSE Policies "), such as limitations involving the number of common shares that may be issued through ordinary financings.

Non-exhaustively, CSE Policies govern the Corporation and the proposed Offering. The Issuer proposes that if the Offering, or tranche(s) thereunder, is completed that each Unit would consist of one post-Consolidation common share of the Corporation and one post-Consolidation common share purchase warrant (each, a " Warrant "). Each Warrant would entitle the holder to acquire one additional post-Consolidation common share of the Corporation (each a " Warrant Share ") at the post-Consolidation exercise price of $0.05 per Warrant Share for a period of sixty (60) months following the closing date of the Offering or the applicable tranche thereof.

The Corporation will proceed with the Consolidation only if it receives satisfactory subscription commitments for the Offering, as determined by its board of directors. Without limitation, if satisfactory commitments are not received, the Corporation does not intend to proceed with the proposed Offering or the proposed Consolidation. The Corporation requires funding to address existing liabilities and to secure working capital to remain a going-concern.

As such, but without limitation, the Issuer intends to use the net proceeds of the Offering for the repayment of outstanding liabilities and for working capital purposes. Completion of the proposed Offering would be subject to completion of the proposed Consolidation and receipt of all required regulatory approvals, including CSE approval(s). The proposed Consolidation would incur certain expenses upon the Issuer and so the Issuer seeks to secure funding in conjunction with said potential matter.