RED METAL RESOURCES LTD. (OTCMKTS:RMES) Files An 8-K Entry into a Material Definitive Agreement

ITEM 1.01

ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On February 28, 2017, Red Metal Resources Ltd. (Red Metal or the
Company) signed a letter of intent (LOI) with Power Americas
Minerals Corp (Power Americas) to sell on the exercise of three
separate options a 50% interest in the Farellon Property, a 50%
interest in the Perth Property and a 50% interest in the Mateo
Property. The three projects are located 150 km southwest of
Copiapo, Chile, in the prolific Candelaria iron oxide copper-gold
(IOCG) belt of Chile’s coastal Cordillera, host to the
Mantoverde mine and Lundin Mining Corporation’s Candelaria mine.

to the LOI, Power Americas can acquire 50% of Red Metals
Farellon, Perth, and Mateo Properties in exchange for aggregate
consideration of twenty-five million common shares of Power
Americas and a one-time payment of US$250,000.

The completion of the transaction is subject to a number of
conditions including, but not limited to, TSX Venture Exchange
(TSXV) approval.

Power Americas may exercise the first option (the First Option)
to acquire a 50% interest in the Farellon Property by issuing ten
million common shares at a price of $0.145 per share in the
capital of Power Americas and by making a one-time cash payment
of US$250,000 to Red Metal within five business days of receiving
acceptance by the TSX Venture Exchange (the TSXV) to the
transaction.

Provided Power Americas exercises the First Option it may
exercise an additional option (the Second Option) and earn an
undivided 50% interest in the Perth Property by issuing to Red
Metal ten million common shares at a price of $0.145 per share in
the capital of Power Americas, or by issuing to the Company ten
million special warrants (the Special Warrants) within six months
from the date the First Option has been exercised.

Subject to Power Americas exercising the Second Option it may
exercise the final option (the Third Option) and earn an
undivided 50% interest in the Mateo Property by issuing to Red
Metal five million common shares at a price of $0.145 per share
in the capital of Power Americas or by issuing to the Company
five million Special Warrants within six months from the date the
Second Option has been exercised.

Each Special Warrant will be exercisable without further
consideration into one common share in the capital of Power
Americas at a deemed price of $0.145 per share.

The foregoing description of the LOI does not purport to be
complete and is qualified in its entirety by reference to the
complete text of the LOI attached as Exhibit 10.1 hereto. A copy
of the Companys news release regarding the LOI is attached as
Exhibit 99.1 hereto.

ITEM 9.01

FINANCIAL STATEMENTS AND EXHIBITS

About RED METAL RESOURCES LTD. (OTCMKTS:RMES)

Red Metal Resources Ltd. is an exploration-stage company. The Company is engaged in the business of acquiring and exploring mineral claims. The Company’s claims are located in the III Region of Atacama, Chile. The Company’s properties include the Farellon and Perth. The Farellon property consists of approximately eight mensura mining claims in the Carrizal Alto mining district southwest of the Carrizal Alto mine. The Farellon Alto 1-8 (the Farellon Claim) mineral claim covers approximately 70 hectares and is located in Province of Huasco, Commune of Huasco, III Region of Atacama, Chile. The Quina Claim covers over 250 hectares and is contiguous to the Farellon Property. The Company has also entered in an agreement to acquire Exeter 1-54 claim. The Perth property is adjacent to the west side of the Carrizal Alto mine. The Perth property overlies the contact between Paleozoic metamorphic sediments and a Cretaceous tonalitic batholith.

RED METAL RESOURCES LTD. (OTCMKTS:RMES) Recent Trading Information

RED METAL RESOURCES LTD. (OTCMKTS:RMES) closed its last trading session 00.0000 at 0.0400 with 10,000 shares trading hands.