Ridgeline Minerals Closes Oversubscribed $4,507,000 Private Placement

Vancouver, Canada, April 27, 2023 – Ridgeline Minerals Corp. (“Ridgeline” or the “Company”) (TSX-V: RDG | OTCQB: RDGMF | FRA: 0GC0) is pleased to announce that further to its news release on April 5, 2023, the Company has closed its oversubscribed, non-brokered private placement (the “Offering”) to issue 22,535,000 units of the Company (the “Units”), at a price of C$0.20 per Unit (the “Issue Price”), for aggregate gross proceeds of C$4,507,000 (the “Upsized Offering”).

Each Unit consists of one common share of the Company and one-half of one common share purchase warrant (each whole warrant a “Warrant”). Each Warrant entitles the holder to acquire one additional common share in the Company at a price of C$0.30 per share until April 27, 2025.

The proceeds from the sale of the private placement will be used to fund exploration activities at the Company’s Nevada and Idaho projects and for general working capital. In connection with the Upsized Offering the Company has paid aggregate cash finders’ fees of C$240,957.50.

All securities issued pursuant to the Upsized Offering will be subject to a statutory four month and one day hold expiring on August 28, 2023.

Insiders of the Company participated in the Offering for an aggregate amount of 100,000 units. Such participation is considered a related party transaction within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101“).  In completing such transaction, Ridgeline relied on the applicable exemptions from the valuation requirement and minority security holder approval requirements available under Sections 5.5(a) and 5.7(a) of MI 61-101, respectively, on the basis that the participation in the Offering by insiders did not exceed 25% of the Company’s market capitalization.

 This news release does not constitute an offer to sell or solicitation of an offer to sell any securities in the United States.  The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

 About Ridgeline Minerals Corp.

Ridgeline is a discovery focused precious and base metal explorer with a proven management team and board of directors credited with numerous gold discoveries in North America. The Company controls a 192 km² exploration portfolio across six projects in Nevada and Idaho, USA. More information about Ridgeline can be found at www.RidgelineMinerals.com
On behalf of the Board

“Chad Peters”
President & CEO

Further Information:
Chad Peters, P.Geo.
President & CEO
Ridgeline Minerals Corp.
775-304-9773
info@ridgelineminerals.com  

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

 Cautionary Note regarding Forward Looking Statements

Statements contained in this press release that are not historical facts are “forward-looking information” or “forward-looking statements” (collectively, “Forward-Looking Information”) within the meaning of applicable Canadian securities legislation and the United States Private Securities Litigation Reform Act of 1995. Forward-Looking Information includes, but is not limited to, the anticipated timing for completion of the private placement and use of proceeds therefrom. The words “anticipate,” “significant,” “expect,” “may,” “will” and similar expressions are intended to be among the statements that identify Forward-Looking Information. Forward-Looking Information involves known and unknown risks, uncertainties and other factors which may cause the actual results to be materially different from any future results expressed or implied by the Forward-Looking Information. In preparing the Forward-Looking Information in this news release, Ridgeline has applied several material assumptions, including, but not limited to, assumptions that general business and economic conditions will not change in a materially adverse manner; that all requisite approvals will be received and all requisite information will be available in a timely manner. Forward-Looking Information involves known and unknown risks, uncertainties and other factors which may cause the actual results, performance, or achievements of Ridgeline to be materially different from any future results, performance or achievements expressed or implied by the Forward-Looking Information. Such risks and other factors include, among others, risks related to dependence on key personnel; risks related to unforeseen delays; availability of capital and financing; general economic, market or business conditions, regulatory changes; timeliness of regulatory approvals as well as those factors discussed in Ridgeline’s public disclosure record. Although Ridgeline has attempted to identify important factors that could affect Ridgeline and may 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 Forward-Looking Information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on Forward-Looking Information. Except as required by law, Ridgeline does not assume any obligation to release publicly any revisions to Forward-Looking Information contained in this news release to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.