ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On January 30, 2020, Red Metal Resources Ltd. ("Red Metal" or the "Company") entered into debt settlement agreement (the "Agreement") with Ms. Caitlin Jeffs, the Company's CEO, President, and a Director, whereby the Company agreed to convert USD$167,103.91 the Company owed to Ms. Jeffs under convertible notes payable the Company issued to Ms. Jeffs into 3,713,420 shares of the Company's common stock (the "Shares") at a deemed price of $0.045 per Share.

The Shares were issued pursuant to the provisions of Regulation S of the United States Securities Act of 1933, as amended (the "Act") relying on Ms. Jeffs' representations that she was not a "U.S. Person" as that term is defined in Rule 902(k) of Regulation S promulgated under the Act, as amended, and that she was not in the United States at the time the Shares were issued.

The above does not constitute an offer to sell or a solicitation of an offer to buy any of the Company's securities in the United States. The securities have not been registered under the Act and may not be offered or sold within the United States or to U.S. persons unless an exemption from such registration is available.

ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES

As more fully described under Item 1.01 of this Form 8-K, on January 30, 2020, pursuant to the debt settlement agreements with Ms. Jeffs, the Company issued to Ms. Jeffs a total of 3,713,420 shares of the Company's common stock. The shares were issued pursuant to the provisions of Regulation S of the United States Securities Act of 1933, as amended (the "Act"). Ms. Jeffs representations that she was not a "U.S. Person" as that term is defined in Rule 902(k) of Regulation S promulgated under the Act, as amended, and that she was not in the United States at the time the Shares were issued.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

Exhibit Number Description of Exhibit



  10.1         Debt Settlement Agreement between Caitlin Jeffs and Red Metal
               Resources Ltd. dated January 30, 2020.
  99.1         News Release dated January 31, 2020
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