Red Eagle Mining and Red Eagle Exploration Receive Shareholder Approval for Amalgamation
April 10 2018 - 3:21PM
Red Eagle Mining Corporation (TSX:R) (BVL:R)
(OTCQX:RDEMF) and
Red Eagle Exploration Limited
(TSXV:XR) announce that Red Eagle Exploration has received
the required approval from its shareholders for the Amalgamation
Agreement dated March 2, 2018 pursuant to which Red Eagle
Mining will acquire all of the issued and outstanding common
shares of Red Eagle Exploration Limited (“
XR”) not
already owned by it by way of a three-cornered amalgamation
(“
Amalgamation”). Under the
terms of the Amalgamation, XR shareholders will receive one (1)
common share of Red Eagle Mining for every two (2) XR common shares
(“
XR Shares”) held.
The Amalgamation Agreement was approved by 100%
of the votes cast by XR shareholders at the meeting, including 100%
of disinterested shareholders who voted as required by Multilateral
Instrument 61-101. Closing of the Amalgamation is subject to
receipt of the approval of the TSX Venture Exchange on the part of
XR. The companies expect that closing will occur shortly, at
which time XR will be delisted from the TSX Venture Exchange.
Beneficial Shareholders (shareholders who hold
XR Shares through a bank, broker, investment dealer or other
intermediary) do not need to undertake any further actions.
Registered Shareholders (shareholders who hold XR Shares directly
and are represented by a certificate) should tender their shares by
delivering to Computershare (a) certificates representing the
Shares to be tendered and (b) a properly completed and executed
letter of transmittal (the “Letter of
Transmittal”). The Letter of Transmittal was
included in the management information circular of XR dated March
2, 2018 prepared in connection with the special meeting and filed
on SEDAR by XR and mailed to XR shareholders.
The combination of Red Eagle Mining and XR will
create a strong exploration, development and operating company with
four 100% owned high grade gold and silver projects in
Colombia. The combined company will continue operating
the producing Santa Rosa Gold Project and will be able to develop
the Vetas Gold, California Gold and Santa Ana Silver Properties
currently held by XR. The Amalgamation will complete the
acquisition of XR (formerly known as CB Gold Inc.) by Red Eagle
Mining and will simplify the holding structure and reduce costs of
the two companies.
About Red Eagle Mining
Red Eagle Mining is a gold producer focused on
building shareholder value through acquiring, developing and
operating gold and silver projects in Colombia, a jurisdiction with
prolific historic production but until recently limited modern
exploration. Red Eagle Mining owns 100% of the Santa Rosa
Gold, Vetas Gold, California Gold and Santa Ana Silver
Projects. The Santa Rosa Gold Project commenced production in
January 2018.
Additional Information
Patrick BalitVice President Corporate Development+1 778 372
2558balit@redeaglemining.comwww.redeaglemining.com
This news release includes forward-looking
statements that are subject to risks and uncertainties. All
statements within, other than statements of historical fact, are to
be considered forward looking. Although Red Eagle Mining
believes the expectations expressed in such forward-looking
statements are based on reasonable assumptions, such statements are
not guarantees of future performance and actual results or
developments may differ materially from those in forward-looking
statements. Factors that could cause actual results to differ
materially from those in forward-looking statements include market
prices, exploitation and exploration successes, continued
availability of capital and financing, and general economic, market
or business conditions. There can be no assurances that such
statements will prove accurate and, therefore, readers are advised
to rely on their own evaluation of such uncertainties. We do
not assume any obligation to update any forward-looking statements.
This news release does not constitute an offer to sell or a
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.
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