Red Metal Resources Announces Management Changes, Consolidation Proposal and Debt Restructuring

Vancouver, British Columbia–(Newsfile Corp. – May 11, 2024) – RED METAL RESOURCES LTD. (CSE: RMES) (OTC Rose: RMESF) (“Red metal“or the”Business“) is pleased to announce that Gregg Jensen and Marian Myers, P.Geo., have been appointed to the Company’s Board of Directors, effective May 10, 2024, to fill vacancies created by the resignations of Jeffrey Cocks and Joao (John) Da Costa of the Board of Directors The Company thanks Mr. Cocks and Mr. Da Costa for their service as directors of the Company and wishes them all the best in their future endeavors. of directors is now composed of Caitlin Jeffs, P.Geo., Cody McFarlane, Michael Thompson, P.Geo., Gregg Jensen and Marian Myers, P.Geo.

Director and management changes

Additionally, Caitlin Jeffs, P.Geo. has decided to step down from her leadership positions as President, CEO and Corporate Secretary of the Company and is pleased to hand over these leadership roles to Gregg Jensen, who assumed these leadership positions effective May 10, 2024.

The Company also announces the appointment of Brian Gusko as Vice President of Finance and Marian Myers, P.Geo., as Project Manager.

Gregg Jensen

Gregg Jensen has over 25 years of experience in finance, capital markets and business management across multiple industries ranging from technology, mining, engineering to professional services. Most recently, Mr. Jensen served as a director of Lomiko Metals Inc., a graphite and lithium exploration company from December 2020 to December 2021.

Marian Myers, P.Geo.

Marian Myers, P.Geo, holds a Master’s degree (Geology) from the University of the Witwatersrand, South Africa and has 35 years of experience working for a wide range of major and junior mining companies, including Gold Fields (GFI), Anglo American (AL), AngloGold (AU), Balmoral Resources and Cardero Resource Corp. Ms. Myer’s breadth of international experience has taken her from her hometown near Johannesburg, South Africa, to work on projects in Ghana, Zimbabwe, Australia, Alaska, Peru, Chile and now Canada where she resides in Vancouver. She specializes in GIS integration of geochemical, geophysical and geological information including historical datasets with expertise in QA/QC procedures, supervision of field data collection, as well as assessment and the development of technical reports.

Brian Gusko

Brian Gusko holds an MBA from the University of Calgary and attended the European Summer School for Advanced Management. Mr. Gusko has over 15 years of experience in the financial markets and has helped raise over $75 million for various companies. He has served on the board of directors and as chief financial officer of various private and public companies. Mr. Gusko has contributed to the cross-listing of more than 10 companies on the Frankfurt Stock Exchange and has helped numerous companies access the German capital markets. Previously, Mr. Gusko was a CFO of private and public companies. The last company he helped list on the CSE had a market capitalization of over $200 million at the time of its listing.

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Proposed consolidation

The Company announces that it intends to complete a consolidation of its issued and outstanding common shares (each, a “Share“) at the rate of three (3) pre-consolidation Shares for one (1) post-consolidation Action (the “Consolidation“).

The Consolidation is expected to reduce the number of shares outstanding from 54,866,625 shares to approximately 18,288,875 shares following the Consolidation, subject to adjustment for rounding. The Company’s Board of Directors believes that the reverse stock split will enhance the Company’s market value as an investment and better position the Company to raise the funds necessary to execute the Company’s business plan. the society.

The Company does not intend to change its current name or trade symbol in connection with the proposed combination. The effective date of the merger will be announced in a subsequent press release. The Company has set May 24, 2024 as the proposed record date for the consolidation.

No fractional post-consolidated shares will be issued following the consolidation. Shareholders who would otherwise have been entitled to receive a fractional post-consolidated share will be rounded down to the nearest whole number of post-consolidated shares and no cash consideration will be paid in respect of fractional shares.

The exercise price and the number of shares of the Company that may be issued upon the exercise of outstanding options and warrants will be adjusted proportionally upon implementation of the proposed consolidation in accordance with the terms thereof. .

The Company will obtain a new CUSIP and ISIN number as part of the Consolidation. The new CUSIP and ISIN numbers will be disclosed in an upcoming press release. The Company anticipates that the CSE will issue a bulletin to broker-dealers informing them of the consolidation and the effective date of trading on a consolidated basis.

Restructuring of certain debts

The Company also wishes to announce that it has restructured certain debts (the “Restructuring“) in the amount of $1,911,451.33 (the “Debt“) owed to certain directors (at the time) and arm’s length parties (the “Creditors“). In connection with the above, the Company has entered into a debt restructuring agreement (the “Debt agreement“) with the creditors. Pursuant to the debt agreement, the creditors have agreed to cancel a certain part of the debt and to restructure the repayment of the balance by the Company. The debt will bear interest at a rate of 8% per annum , and will be repaid over a period of 60 months in installments every six (6) months, starting from the date which falls six (6) months from the date of the debt agreement.

The Restructuring is a “Related Party Transaction” within the meaning of Multilateral Regulation 61-101 – Protection of minority security holders during special transactions (“MI61-101“) since Caitlin Jeffs, current director, Joao (John) Da Costa, former director, and Richard Jeffs, the largest shareholder of the Company, are each parties to the debt agreement. The restructuring is exempt from formal assessment and of the minority shareholder the approval requirements of MI 61-101 based on the exemption provided in section 5.5(g) and section 5.7(1)(e) of MI61-101, respectively. , on the basis of the exemption for “financial difficulties” provided for therein approved by the independent directors of the Company.

About Red Metal Resources Ltd.

Red Metal Resources is a mineral exploration company focused on growth through the acquisition, exploration and development of copper-cobalt-gold assets in Chile. The Company’s projects are located in the prolific Candelaria Iron Oxide Copper Gold (IOCG) belt of the Coastal Cordillera of Chile. Red Metal is listed on the CSE under the symbol RMES and on the OTC Link alternative trading system on the OTC Pink market under the symbol RMESF.

For more information, visit www.redmetalresources.com

Contact:
Red Metal Resources Ltd.
Gregg Jensen, CEO
1-866-907-5403
[email protected]
www.redmetalresources.com

Forward-looking statements – All statements contained in this press release, other than statements of historical fact, constitute “forward-looking information” within the meaning of applicable securities laws, including, without limitation, statements relating to consolidation, its schedule and the description of its exploration plans. Red Metal provides forward-looking statements for the purpose of conveying information about current expectations and plans relating to the future and readers are cautioned that such statements may not be appropriate for other purposes. By its nature, this information is subject to inherent risks and uncertainties which may be general or specific and which give rise to the possibility that the expectations, forecasts, predictions, projections or conclusions will not prove to be accurate, that the assumptions may not be correct and that the objectives, strategic goals and priorities will not be achieved. These risks and uncertainties include, but are not limited to, exploration conclusions, results and recommendations, the ability to raise adequate financing, obtaining required approvals and the unprecedented economic and market risks associated with economic circumstances. and unprecedented market conditions, as well as the risks and uncertainties identified. and reported in Red Metal’s public filings under its SEDAR+ profile at www.sedarplus.cA. Although Red Metal has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information, there may be other factors that cause actions , events or results are not those anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Red Metal disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by law.

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