The Board of Red Lake Gold Inc. (CNSX:RGLD) signed an arrangement agreement to spin-off of Alma Gold Inc. on September 1, 2020. Red Lake and Alma Gold wish to proceed with a corporate restructuring by way of a statutory arrangement under the British Columbia Business Corporations Act, S.B.C. 2002, c. 57, pursuant to which Red Lake and Alma Gold will participate in a series of transactions whereby, among other things, Red Lake will distribute the shares of Alma Gold such that the holders of Red Lake Shares (other than dissenting shareholders) will become holders of 100% of the issued and outstanding shares of Alma Gold. Each Red Lake Option will be entitled to receive one Alma Gold Option to acquire 0.95 of a Alma Gold share, each whole Alma Gold Option having an exercise price equal to the product of the original exercise price of the Red Lake Option multiplied by the fair market value of 0.95 of a Alma Gold Share at the Effective Time divided by the total of the fair market value of one New Red Lake Share and 0.95 of a Alma Gold Share at the Effective Time.

Aall Red Lake Warrants shall entitle the holder to receive 0.95 of a Alma Gold Share for each Red Lake Share that was issuable upon due exercise of the Red Lake Warrant immediately prior to the Effective Time. The deal is subject to a number of conditions such that the Arrangement Resolution, with or without amendment, shall have been approved and adopted by the Red Lake Shareholders at the Red Lake Meeting in accordance with the Arrangement Provisions, the Constating Documents of Red Lake, the Interim Order and the requirements of any applicable regulatory authorities, all other consents, orders, regulations and approvals, including regulatory and judicial approvals and orders required or necessary or desirable for the completion of the transactions provided for in this Agreement and the Plan of Arrangement shall have been obtained or received from the persons, authorities or bodies having jurisdiction in the circumstances, each in form acceptable to Red Lake and Alma Gold, Dissent Rights shall not have been exercised by Red Lake Shareholders holding more than five percent (5%) of the issued and outstanding Red Lake Shares and other conditions. The transaction has been approved by the Supreme Court of British Columbia on October 29, 2020.

The distribution of common shares of Alma Gold Inc., is expected to occur on or about November 6, 2020.