6-K - RMESF - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 or 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of June 2024

Commission File Number 000-52055

RED METAL RESOURCES LTD.

(Translation of registrant’s name into English)

1130 West Pender Street, Suite 820, Vancouver, BC V6E 4A4

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F

Form 20-F ☒ Form 40-F ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

SUBMITTED HEREWITH

Exhibit No.	Description
99.1	Material Change Report dated June 26, 2024.
99.2	Press Release dated June 19, 2024.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	RED METAL RESOURCES LTD.
	/s/ Gregory Jensen
Date: June 26, 2024	Gregory Jensen
	Chief Executive Officer

Material Change Report dated June 26, 2024

51-102F3 MATERIAL CHANGE REPORT

Item 1****Name and Address of Company

Red Metal Resources Ltd. (the "Company")

1130 Pender Street, West, Suite 820

Vancouver, BC V6E 4A4

Item 2****Date of Material Change

June 19, 2024

Item 3****News Release

The news release dated June 19, 2024, was disseminated via NewsFile on June 19, 2024.

Item 4****Summary of Material Change

Private Placement Offering

On June 19, 2024, the Company closed the first tranche of its previously announced private placement (the “Offering”) issuing 1,200,000 common shares in the capital of the Company at a price of $0.05 per common share for gross proceeds of $60,000. The Company intends to close a second tranche in the coming weeks. The aggregate gross proceeds from the sale of the Offering are expected to be used to fund working capital.

Debt Settlement

On June 19, 2024, the Company completed its previously announced debt settlement with various creditors (the “Debt Settlement”), pursuant to which it issued an aggregate of 12,581,865 common shares at a deemed price of $0.05 per Share and settled an aggregate of $629,093.25 in outstanding indebtedness.

Item 5****Full Description of Material Change

5.1 Full Description of Material Change

Private Placement Offering

On June 19, 2024, the Company closed the first tranche of the Offering issuing 1,200,000 common shares in the capital of the Company at a price of $0.05 per common share for gross proceeds of $60,000. The Company intends to close a second tranche in the coming weeks.

No finder’s fees were paid in connection with the closing of the first tranche of the Offering.

The aggregate gross proceeds from the sale of the Offering are expected to be used to fund working capital.

Debt Settlement

On June 19, 2024, the Company completed the Debt Settlement pursuant to which it issued an aggregate of 12,581,865 common shares at a deemed price of $0.05 per Share and settled an aggregate of $629,093.25 in outstanding indebtedness.

The common shares issued in the Offering and the Debt Settlement are subject to a hold period expiring four months and one day from the date of issuance.

The debt settlements with each of Fladgate Exploration Consulting Corporation, Da Costa Management Corp., Gregory Jensen, Brian Gusko and Judith Marian Myers (together, the “Insider Settlements”) are “related party transactions” within the meaning of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Insider Settlements are exempt from the valuation requirement of MI 61-101 by virtue of the exemptions contained in section 5.5(b) of MI 61-101 as the Company's common shares are not listed on a specified market and from the minority shareholder approval requirements of MI 61-101 by virtue of the exemption contained in section 5.7(1)(a) of MI 61-101 in that the fair market value of the Insider Settlements will not exceed 25% of the Company's market capitalization. As the material change report disclosing the Insider Settlements is being filed less than 21 days before the transaction, there is a requirement under MI 61‐101 to explain why the shorter period was reasonable or necessary in the circumstances. In the view of the Company, it is necessary to immediately close Insider Settlements and therefore, such shorter period is reasonable and necessary in the circumstances to improve the Company's financial position.

None of the securities sold in connection with the Offering and Debt Settlement were registered under the United States Securities Act of 1933, as amended, and no such securities may be offered or sold in the United States absent registration or an applicable exemption from the registration requirements

Disclosure Required by MI 61-101

Pursuant to MI 61-101, the Debt Settlement constituted a “related party transaction”, in part, as certain directors and officers of the Company participated, directly and indirectly, in the Debt Settlement.

The following supplementary information is provided in accordance with Section 5.2 of MI 61‐101.

*(a)*a description of the transaction and its material terms: See Item 5.1 above for a description of the Debt Settlement. *(b)*the purpose and business reasons for the transaction:

The purpose of the transaction is to settle debt owed to certain creditors of the Company.

*(c)*the anticipated effect of the transaction on the issuer’s business and affairs:

The Company does not anticipate any material effect on the Company’s business and affairs.

*(d)*a description of:

(i)the interest in the transaction of every interested party and of the related parties and associated entities of the interested parties: Each of Caitlin Jeffs, a director of the Company, and Michael Thompson, a director and officer of the Company, indirectly through Fladgate Exploration Consulting Corporation (“Fladgate”), jointly acquired 2,581,865 common shares in settlement of $129,093.25 in respect of certain loans advanced to the Company. Ms. Jeffs and Mr. Thompson have joint control over Fladgate, each holding 33.33% of Fladgate, therefore, the Debt Settlement was a “related-party transaction” as such term is defined in MI 61-101. Ms. Jeffs’ and Mr. Thompson’s indirect participation in the Debt Settlement was approved by disinterested members of the board of directors of the Company. Joao da Costa, an officer of the Company, indirectly through Da Costa Management Corp. (“Da Costa Mgt”), acquired 1,000,000 common shares in settlement of $50,000 in accounts payable to Da Costa Mgt, for services rendered to the Company. As such, the Debt Settlement was a “related-party transaction” as such term is defined in MI 61-101.

Gregory Jensen, a director and officer of the Company, directly acquired 3,000,000 common shares in settlement of $150,000 in respect of a loan assignment. As such, the Debt Settlement was a

“related-party transaction” as such term is defined in MI 61-101. Mr. Jensen’s participation in the Debt Settlement was approved by disinterested members of the board of directors of the Company.

Brian Gusko, an officer of the Company, directly acquired 3,000,000 common shares in settlement of $150,000 in respect of a loan assignment. As such, the Debt Settlement was a “related-party transaction” as such term is defined in MI 61-101.

Judith Marian Myers, a director of the Company, directly acquired 3,000,000 common shares in settlement of $150,000 in respect of a loan assignment. As such, the Debt Settlement was a “related-party transaction” as such term is defined in MI 61-101. Ms. Myers participation in the Debt Settlement was approved by disinterested members of the board of directors of the Company.

*(ii)*the anticipated effect of the transaction on the percentage of securities of the issuer, or of an affiliated entity of the issuer, beneficially owned or controlled by each person or company referred to in subparagraph (i) for which there would be a material change in that percentage: The following table sets out the effect of the Debt Settlement on the percentage of securities of the Company beneficially owned or controlled by certain insiders:

Name and Position	Dollar Amount of Shares Acquired	Number of Shares Acquired	No. of Shares Held prior to Closing of the Settlement	Percentage of Issued and Outstanding Shares prior to Closing of the Settlement	No. of Shares Held After Closing of the Settlement	Percentage of Issued and Outstanding Shares After Closing of the Settlement
Gregory Jensen<br><br><br>Director, Chief Executive Officer, President and Corporate Secretary	$150,000	3,000,000 common shares	Undiluted: <br>Nil<br><br><br>Diluted: <br>Nil	Undiluted: <br>Nil^(1)^<br><br><br>Diluted: <br>Nil	Undiluted:<br><br><br>3,000,000^(3)^<br>Diluted:<br><br><br>3,000,000	Undiluted: <br>9.35%^(2)^<br><br><br>Diluted: <br>9.35%
Joao da Costa<br><br><br>Chief Financial Officer	$50,000	1,000,000<br><br><br>common shares	Undiluted: <br>247,897^(4)^ <br>Diluted:<br><br><br>381,230^(5)^	Undiluted:<br><br><br>1.27%^(1)^<br><br><br>Diluted: <br>1.94%^(6)^	Undiluted:<br><br><br>1,247,897^(7)^<br>Diluted:<br><br><br>1,381,230^(8)^	Undiluted:<br><br><br>3.89%^(2)^<br><br><br>Diluted: <br>4.29%^(9)^
Brian Gusko<br><br><br>Vice President, Finance	$150,000	3,000,000 common shares	Undiluted: <br>Nil<br><br><br>Diluted: <br>Nil	Undiluted: <br>Nil^(1)^<br><br><br>Diluted: <br>Nil	Undiluted:<br><br><br>3,000,000^(10)^<br>Diluted:<br><br><br>3,000,000	Undiluted: <br>9.35%^(2)^<br><br><br>Diluted: <br>9.35%
Michael Thompson<br><br><br>Director and Vice President Exploration	$129,093.25^(11)^	2,581,865^(12)^<br><br><br>common shares	Undiluted: <br>241,537^(13)^ <br>Diluted:<br><br><br>291,537^(14)^	Undiluted:<br><br><br>1.24%^(1)^<br><br><br>Diluted: <br>1.49%^(15)^	Undiluted:<br><br><br>2,823,402^(16)^<br>Diluted:<br><br><br>2,873,402^(17)^	Undiluted: <br>8.80%^(2)^<br><br><br>Diluted: <br>8.95%^(18)^
Caitlin Jeffs<br><br><br>Director	$129,093.25^(11)^	2,581,865^(12)^<br><br><br>common shares	Undiluted: <br>2,021,804^(19)^ <br>Diluted:<br><br><br>2,168,471^(20)^	Undiluted:<br><br><br>10.37%^(1)^<br><br><br>Diluted: <br>11.04%^(21)^	Undiluted:<br><br><br>4,603,669^(22)^<br>Diluted:<br><br><br>4,750,336^(23)^	Undiluted: <br>14.35%^(2)^<br><br><br>Diluted: <br>14.74%^(24)^
Judith Marian Myers<br><br><br>Director	$150,000	3,000,000 common shares	Undiluted: <br>Nil<br><br><br>Diluted: <br>Nil	Undiluted: <br>Nil^(1)^<br><br><br>Diluted: <br>Nil	Undiluted:<br><br><br>3,000,000^(25)^<br>Diluted:<br><br><br>3,000,000	Undiluted: <br>9.35%^(2)^<br><br><br>Diluted: <br>9.35%

^(1)^Based on 19,488,861 common shares outstanding after completion of the Offering and prior to the completion of the Debt Settlement on June 19, 2024.

^(2)^Based on 32,070,726 common shares outstanding after completion of the Offering and Debt Settlement on June 19, 2024.

^(3)^Shares held directly.

^(4)^Comprised of: (i) 149,008 common shares held directly, (ii) 98,889 common shares held indirectly through Da Costa Management Corp (“Da Costa Mgt”).

^(5)^Comprised of: (i) 149,008 common shares held directly, (ii) 98,889 common shares held indirectly through Da Costa Mgt, and (iii) 133,333 stock options (each, an “Option”) held by Mr. da Costa, each of which is exercisable into one common share, exercisable at a price of $0.75 per common share until November 24, 2026.

^(6)^Based on 19,622,194 common shares comprised of: (i) 19,488,861 common shares outstanding after completion of the Offering and prior to the completion of the Debt Settlement on June 19, 2024, and (ii) 133,333 Options held by Mr. da Costa, each of which is exercisable into one common share, exercisable at a price of $0.75 per common share until November 24, 2026.

^(7)^Comprised of: (i) 149,008 common shares held directly, and (ii) 1,098,889 common shares held indirectly through Da Costa Mgt.

^(8)^Comprised of: (i) 149,008 common shares held directly, (ii) 1,098,889 common shares held indirectly through Da Costa Mgt, and (iii) 133,333 Options held by Mr. da Costa, each of which is exercisable into one common share, exercisable at a price of $0.75 per common share until November 24, 2026.

^(9)^Based on 32,204,059 common shares comprised of: (i) 32,070,726 common shares outstanding after completion of the Offering and Debt Settlement on June 19, 2024, and (ii) 133,333 Options held by Mr. da Costa, each of which is exercisable into one common share, exercisable at a price of $0.75 per common share until November 24, 2026.

^(10)^Shares held directly.

^(11)^Based on the aggregate settlement of $129,093.25 settled with Fladgate Exploration Consulting Corporation (“Fladgate”), a company controlled by Ms. Jeffs and Mr. Thompson, each owning 33.33% of the interest in Fladgate.

^(12)^Comprised of 2,581,865 common shares held indirectly through Fladgate.

^(13)^Comprised of: (i) 131,508 common shares held directly, and (ii) 110,029 common shares held indirectly through Fladgate.

^(14)^Comprised of: (i) 131,508 common shares held directly, (ii) 110,029 common shares held indirectly through Fladgate, and (iii) 50,000 Options held by Mr. Thompson, each of which is exercisable into one common share, exercisable at a price of $0.75 per common share until November 24, 2026.

^(15)^Based on 19,538,861 common shares comprised of: (i) 19,488,861 common shares outstanding after completion of the Offering and prior to the completion of the Debt Settlement on June 19, 2024, and (ii) 50,000 Options held by Mr. Thompson, each of which is exercisable into one common share, exercisable at a price of $0.75 per common share until November 24, 2026.

^(16)^Comprised of: (i) 131,508 common shares held directly, and (ii) 2,691,894 common shares held indirectly through Fladgate.

^(17)^Comprised of: (i) 131,508 common shares held directly, and (ii) 2,691,894 common shares held indirectly through Fladgate, and (iii) 50,000 Options held by Mr. Thompson, each of which is exercisable into one common share, exercisable at a price of $0.75 per common share until November 24, 2026.

^(18)^Based on 32,120,726 common shares comprised of: (i) 32,070,726 common shares outstanding after completion of the Offering and Debt Settlement on June 19, 2024, and (iii) 50,000 Options held by Mr. Thompson, each of which is exercisable into one common share, exercisable at a price of $0.75 per common share until November 24, 2026.

^(19)^Comprised of: (i) 1,911,775 common shares held directly, and (ii) 110,029 common shares held indirectly through Fladgate.

^(20)^Comprised of: (i) 1,911,775 common shares held directly, (ii) 110,029 common shares held indirectly through Fladgate, and (iii) 146,667 Options held by Ms. Jeffs, each of which is exercisable into one common share, exercisable at a price of $0.75 per common share until November 24, 2026.

^(21)^Based on 19,635,528 common shares comprised of: (i) 19,488,861 common shares outstanding after completion of the Offering and prior to the completion of the Debt Settlement on June 19, 2024, and (ii) 146,667 Options held by Ms. Jeffs, each of which is exercisable into one common share, exercisable at a price of $0.75 per common share until November 24, 2026.

^(22)^Comprised of: (i) 1,911,775 common shares held directly, and (ii) 2,691,894 common shares held indirectly through Fladgate.

^(23)^Comprised of: (i) 1,911,775 common shares held directly, (ii) 2,691,894 common shares held indirectly through Fladgate, and (iii) 146,667 Options held by Ms. Jeffs, each of which is exercisable into one common share, exercisable at a price of $0.75 per common share until November 24, 2026.

^(24)^Based on 32,217,393 common shares comprised of: (i) 32,070,726 common shares outstanding after completion of the Offering and Debt Settlement on June 19, 2024, and (ii) 146,667 Options held by Ms. Jeffs, each of which is exercisable into one common share, exercisable at a price of $0.75 per common share until November 24, 2026.

^(25)^Shares held directly.

*(e)*unless this information will be included in another disclosure document for the transaction, a discussion of the review and approval process adopted by the board of directors and the special committee, if any, of the issuer for the transaction, including a discussion of any materially contrary view or abstention by a director and any material disagreement between the board and the special committee:

The Debt Settlement was approved by disinterested members of the board of directors of the Company and each of Caitlin Jeffs, Michael Thompson, Gregory Jensen and Marian Myers abstaining on the resolution of the board of directors approving the Debt Settlement as it related to their respective interest. A special committee was not established in connection with the approval of the Debt Settlement, and no materially contrary view or abstention was expressed or made by any director.

*(f)*a summary in accordance with section 6.5 of MI 61‐101, of the formal valuation, if any, obtained for the transaction, unless the formal valuation is included in its entirety in the material change report or will be included in its entirety in another disclosure document for the transaction:

Not applicable.

*(g)*disclosure, in accordance with section 6.8 of MI 61‐101, of every prior valuation in respect of the issuer that related to the subject matter of or is otherwise relevant to the transaction:

*(i)*that has been made in the 24 months before the date of the material change report:

Not applicable.

*(ii)*the existence of which is known, after reasonable enquiry, to the issuer or to any director or officer of the issuer:

Not applicable.

*(h)*the general nature and material terms of any agreement entered into by the issuer, or a related party of the issuer, with an interested party or a joint actor with an interested party, in connection with the transaction: The Company entered into a debt settlement and subscription agreement with Fladgate pursuant to which Ms. Jeffs and Mr. Thompson jointly indirectly subscribed for 2,581,865 common shares in settlement of $129,093.25 in respect of certain loans advanced to the Company. The Company entered into a debt settlement and subscription agreement with Da Costa Mgt pursuant to which Mr. da Costa indirectly subscribed for 1,000,000 common shares in settlement of $50,000 in accounts payable by the Company.

The Company entered into a debt settlement and subscription agreement with Gregory Jensen pursuant to which Mr. Jensen subscribed for 3,000,000 common shares in settlement of $150,000 in respect of a loan assignment.

The Company entered into a debt settlement and subscription agreement with Brian Gusko pursuant to which Mr. Gusko subscribed for 3,000,000 common shares in settlement of $150,000 in respect of a loan assignment.

The Company entered into a debt settlement and subscription agreement with Judith Marian Myers pursuant to which Ms. Myers subscribed for 3,000,000 common shares in settlement of $150,000 in respect of a loan assignment.

*(i)*disclosure of the formal valuation and minority approval exemptions, if any, on which the issuer is relying under sections 5.5 and 5.7 of MI 61‐101 respectively, and the facts supporting reliance on the exemptions:

MI 61-101 requires that issuers obtain a formal valuation and minority shareholder approval of related party transactions, unless an applicable exemption is available. The Debt Settlement was exempt from the valuation requirement of MI 61-101 by virtue of the exemption contained in (i) Section 5.5(a) of MI 61-101 in that the fair market value of the Debt Settlement insofar as it involves interested parties did not exceed 25% of the Company’s market capitalization and (ii) section 5.5(b) of MI 61-101 as the Company’s Shares are not listed on a specified market and from the minority shareholder approval requirements of MI 61-101 by virtue of the exemption contained in section 5.7(1)(a) of MI 61-101 in that the fair market value of the Settlement did not exceed 25% of the Company’s market capitalization.

As this material change report is being filed less than 21 days before the transaction, there is a requirement under MI 61‐101 to explain why the shorter period was reasonable or necessary in the circumstances. In the view of the Company it was necessary to immediately close the Debt Settlement and therefore, such shorter period was reasonable and necessary in the circumstances to improve the Company’s financial position.

5.2 Disclosure for Restructuring Transactions

N/A

Item 6****Reliance on subsection 7.1(2) or (3) of National Instrument 51-102

N/A

Item 7****Omitted Information

None

Item 8****Executive Officer

Gregory Jensen, Chief Executive Officer, 1-866-907-5403

Item 9****Date of Report

June 26, 2024 Press Release dated June 19, 2024

RED METAL RESOURCES LTD.<br><br><br>1130 West Pender St, Unit 820<br><br><br>Vancouver, BC V6E 4A4

THIS NEWS RELEASE IS NOT FOR DISSEMINATION TO U.S. NEWSWIRE SERVICES FOR DISSEMINATION IN THE UNITED STATES

Red Metal Resources Announces Closing of First Tranche

Private Placement and Debt Settlement

VANCOUVER, BC, June 19, 2024 – RED METAL RESOURCES LTD. (“Red Metal” or the “Company”) (CSE:RMES, FSE: I660, OTCPINK:RMESF) is pleased to announce that it has closed the first tranche of its previously announced private placement (the “Offering”) and issued 1,200,000 common shares in the capital of the Company at a price of $0.05 per common share for gross proceeds of $60,000. The Company intends to close a second tranche in the coming weeks.

It is intended that the aggregate gross proceeds from the sale of the Offering will be used to fund working capital.

The Company also announces that it has completed its previously announced debt settlement with various creditors (the “Debt Settlement”), pursuant to which it issued an aggregate of 12,581,865 common shares at a deemed price of $0.05 per Share, and settled an aggregate of $629,093.25 in outstanding indebtedness.

The common shares issued in the Offering and the Debt Settlement are subject to a hold period expiring four months and one day from the date of issuance.

No finder’s fees were paid in connection with the closing of the first tranche of the Offering.

The debt settlements with each of Fladgate Exploration Consulting Corporation, Da Costa Management Corp., Gregory Jensen, Brian Gusko and Judith Marian Myers (together, the “Insider Settlements”) are “related party transactions” within the meaning of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Insider Settlements are exempt from the valuation requirement of MI 61-101 by virtue of the exemptions contained in section 5.5(b) of MI 61-101 as the Company’s common shares are not listed on a specified market and from the minority shareholder approval requirements of MI 61-101 by virtue of the exemption contained in section 5.7(1)(a) of MI 61-101 in that the fair market value of the Insider Settlements will not exceed 25% of the Company’s market capitalization. As the material change report disclosing the Insider Settlements is being filed less than 21 days before the transaction, there is a requirement under MI 61‐101 to explain why the shorter period was reasonable or necessary in the circumstances. In the view of the Company, it is necessary to immediately close the Insider Settlements and therefore, such shorter period is reasonable and necessary in the circumstances to improve the Company’s financial position.

None of the securities sold in connection with the Offering and Debt Settlement will be registered under the United States Securities Act of 1933, as amended, and no such securities may be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

Gregg Jensen, CEO says, “We have just returned from a visit to our Carrizal property in Chile along with meeting investment groups and brokers in Toronto and Germany. With Copper and Gold at all-time highs, investor interest is strong. Our next steps are to complete a satellite survey of our 3,378 hectares along with Induced Polarization. This should assist with identifying our next exploration targets.”

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RED METAL RESOURCES LTD.<br><br><br>1130 West Pender St, Unit 820<br><br><br>Vancouver, BC V6E 4A4

About Red Metal Resources Ltd.

Red Metal Resources is a mineral exploration company focused on growth through acquiring, exploring and developing copper-cobalt-gold assets in Chile. The Company’s projects are located in the prolific Candelaria iron oxide copper-gold (IOCG) belt of Chile’s coastal Cordillera. Red Metal is quoted on the CSE under the symbol RMES, on the Frankfurt Stock Exchange with a symbol of I660 and WKN number of A40DG3; and on OTC Link alternative trading system on the OTC Pink marketplace under the symbol RMESF.

For more information, visit www.redmetalresources.com

Contact:

Red Metal Resources Ltd.

Gregg Jensen, CEO

1-866-907-5403

gregg.jensen@redmetalresources.com

www.redmetalresources.com

Forward-Looking Statements - All statements in this press release, other than statements of historical fact, are “forward-looking information” within the meaning of applicable securities laws including, without limitation statements related to the Consolidation, timing thereof, and 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 that may be general or specific and which give rise to the possibility that expectations, forecasts, predictions, projections or conclusions will not prove to be accurate, that assumptions may not be correct and that objectives, strategic goals and priorities will not be achieved. These risks and uncertainties include but are not limited to exploration findings, results and recommendations, ability to raise adequate financing, receipt of required approvals and unprecedented market and economic risks associated with current unprecedented market and economic circumstances, as well as those 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 not to be as 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 unless required by law.

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