Red Lake Gold Inc. Reports Shareholder Meeting Results

Vancouver, British Columbia–(Newsfile Corp. – January 26, 2026) – Red Lake Gold Inc. (CSE: RGLD) (“Red Lake Gold” or the “Corporation” or the “Issuer“) reports that all meeting matters put forth to shareholders, as voted on by shareholders, and where applicable, disinterested shareholders, were duly carried and/or endorsed at its recent annual general and special meeting of shareholders held in Vancouver, British Columbia on Thursday, January 22, 2026 (the “AGSM”). The Corporation is listed on the Canadian Securities Exchange (the “CSE”).

Endeavor Trust (the Issuer’s transfer agent) acted as scrutineer (the “Scrutineer”) for the AGSM, and the Scrutineer’s voting report will be made available on SEDAR+ (www.sedarplus.ca) under the Issuer’s profile.

For information purposes only, and with respect to certain special business of the AGSM, the Corporation advises that a shareholder who is a Control Person (as that term is defined by securities regulations) cast a total of 25,052,300 common share votes (either directly or indirectly through corporate entities owned by said Control Person) against certain special business (specifically, the Divestment Resolution and the Delisting Resolution, both as below defined). But for the policies of the CSE and other applicable regulations, such votes by said Control Person would have otherwise defeated and/or resulted in the non-endorsement of certain specific business. However, pursuant to requirements of Red Lake Gold’s listed exchange (being the CSE) and other applicable regulations, the Issuer excluded all of the Control Person’s votes pertaining to the Divestment Resolution and the Delisting Resolution (both as below defined), such matters being reserved in tabulation for disinterested shareholders.

The matter pertaining to a potential related party sale (the “Divestment Resolution”) of the Issuer’s Whirlwind Jack Gold Project (the “Project”) was approved by a majority of disinterested shareholders at the meeting; with notation that the Issuer is treating this vote on an advisory basis. Advisory treatment results, amongst factors, on view that the Corporation does not presently expect any such potential transaction with a related party, if one were to occur, to meet the valuation threshold for requiring shareholder approval, disinterested or otherwise, under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”), including by result of the identified fair market value of the Project, as determined through an independent valuation process previously reported on by the Issuer (see news release, Red Lake Gold Inc. Files Comprehensive Valuation Report on the Whirlwind Jack Gold Project, Provides Market Activity Update, dated September 5, 2025), and provisions of MI 61-101 itself. The expressed disinterested shareholder desire to divest the Project is informative. That said, disinterested shareholder endorsement of the Divestment Resolution does not obligate the Issuer to pursue any divestment of the Project, although the Issuer may elect to do so.

The matter pertaining to a potential delisting of the Issuer’s shares from the CSE (the “Delisting Resolution”) was approved, as determined by the majority of disinterested shareholders who voted. That said, disinterested shareholder approval of the Delisting Resolution does not obligate the Issuer to pursue a delisting, although the Issuer may elect to do so.

The matter pertaining to a potential corporate name change was approved by a majority of all shareholders who cast vote ballots at the AGSM; however, such approval was taken on an advisory basis because the Issuer’s bylaws do not require shareholder approval for a corporate name change. This aside, and among other business-level restrictions against issuers, the CSE generally reserves rights under their policies to approve or reject corporate name changes at their sole discretion.

Lastly, all other matters not above discussed, as well as director nominations, the same as presented at the AGSM, received shareholder approval; and there was no other business brought before the meeting.

The Corporation expresses its appreciation to all shareholders who voted and/or attended the AGSM and recognizes its disinterested shareholders for their votes and views on matters of the Issuer.

The Corporation intends to call its next shareholder meeting, including, without limitation, as relates to its fiscal period ended November 30, 2025, in the ordinary course of business (see the Forward-Looking Statements section below).

Forward-Looking Statements
This news release contains forward-looking statements within the meaning of Canadian securities laws. Some of the forward-looking statements may be identified by the use of forward-looking words. Statements that are not historical in nature, including the words “anticipate,” “expect,” “suggest,” “plan,” “believe,” “intend,” “intention,” “estimate,” “target,” “project,” “should,” “could,” “would,” “may,” “will,” “forecast” and/or other similar expressions are intended to identify forward-looking statements. Forward-looking statements address future events and conditions and therefore involve inherent risks and uncertainties, including but not limited to the timing and outcome, if any, of any underlaying matter presented at the Issuer’s AGSM, as well as with respect to any future shareholder meeting(s), including, without limitation, to any such meeting itself and/or with respect to items presented therewith whether on an ordinary or special business basis. Actual results may differ materially from those currently expected or forecast in such statements.

Neither the CSE nor its Regulation Services Provider (as that term is defined in the policies of the CSE Exchange) accepts responsibility for the adequacy or accuracy of this release.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/281583