Shareholder Rights Plan AdoptedVancouver, BC, July 28, 2014 - Red Eagle Mining Corporation (TSX-V: RD, OTCQX: RDEMF) announces today that its Board of Directors has adopted a shareholder rights plan agreement (the "Rights Plan"). The Rights Plan is effective immediately and is subject to ratification by shareholders of Red Eagle Mining at its next annual general meeting to be held no later than January 17th, 2015. The Rights Plan is also subject to the approval of the TSX Venture Exchange. Red Eagle Mining is not aware of any pending or threatened take-over bid for Red Eagle Mining. The Rights Plan is similar to rights plans adopted by other Canadian companies and ratified by their shareholders.
The object of the Rights Plan is to protect Red Eagle Mining's shareholders from unfair, abusive or coercive take-over strategies, including the acquisition of control of Red Eagle Mining through a take-over bid that does not treat all shareholders equally or fairly. The shareholder Rights Plan will ensure that shareholders will have adequate time to properly assess the merits of any proposed take-over bid or similar transaction involving the shares of Red Eagle Mining without undue pressure, will encourage the development of alternative transactions or competing take-over bids under the circumstances and will give the directors adequate time to fully consider any such take-over bid or similar transaction and any alternative transaction that may be proposed.
On the occurrence of certain triggering events, including the acquisition by a person or group of 20% or more of the votes attached to all outstanding voting shares of Red Eagle Mining in a transaction not approved by the Board of Directors, the Rights Plan will entitle the holders (other than those held by the acquiring person or group) to acquire shares of Red Eagle Mining at a 50% discount to the market price. The rights are not triggered by the purchase of shares made pursuant to a "Permitted Bid", which is a take-over bid made to all holders of shares on identical terms. A Permitted Bid must be made by way of a take-over bid circular prepared in compliance with applicable securities law and must comply with certain other conditions.
If ratified by the shareholders of Red Eagle Mining, the Rights Plan will have a term of three years. The Rights Plan is also subject to the execution of a definitive agreement with Red Eagle Mining's transfer agent.
About Red Eagle Mining
Red Eagle Mining is a well-financed gold exploration and development company with an experienced mine-development team. Management is focused on building shareholder value through discovering and developing gold projects with low costs and low technical risks in Colombia, a jurisdiction with prolific historic production but until recently limited modern exploration. Red Eagle Mining is developing the 320 km² historic Santa Rosa Gold Project located in the Antioquia Batholith. Development will initially commence with the San Ramon Gold Deposit where a positive Preliminary Economic Assessment supports project advancement. Feasibility and permitting are currently underway.
For further information on Red Eagle Mining contact:
Chief Executive Officer
Red Eagle Mining Corporation
Suite 920 - 1030 West Georgia Street
Vancouver, BC, V6E 2Y3
+1 604 638 2545
+1 604 682 4600
+1 855 682 4600 toll free
+1 778 389 7715 mobile
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. 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.