Bought Deal Offering and Concurrent Private Placement by Liberty Metals & Mining Announced
Vancouver, BC, March 17, 2014 - Red Eagle Mining Corporation (TSX-V: RD, OTCQX: RDEMF) is pleased to announce that it has entered into an agreement with a syndicate of underwriters led by Haywood Securities Inc. and including National Bank Financial Inc. and PI Financial Corp. (collectively the "Underwriters"), pursuant to which they have agreed to purchase, on a bought deal basis by way of a short form prospectus, 12,121,212 common shares of Red Eagle Mining at a price of $0.33 per share for aggregate gross proceeds of approximately C$4,000,000 ("Bought Deal Financing"). In addition, Red Eagle Mining has granted the Underwriters an option, exercisable at any time, in whole or in part, until 30 days from and including the closing of the Bought Deal Financing, to purchase up to an additional 15% of the number of shares solely to cover over-allotments, if any (the "Over-Allotment Option"). In the event that the Over-Allotment Option is exercised in its entirety, the aggregate gross proceeds of the Bought Deal Financing will be approximately C$4,600,000.
Concurrently, Liberty Metals & Mining Holdings LLC, a subsidiary of Liberty Mutual Insurance and Red Eagle Mining's largest shareholder, has elected to exercise their participation rights and has agreed to purchase 3,043,684 shares (3,495,392 shares in the event the Over-Allotment Option is exercised in full) at $0.33 per share by way of a concurrent non-brokered private placement in order to maintain its pro rata 19.9% interest in Red Eagle Mining ("Non-Brokered Financing"). Closing of the Non-Brokered Financing is expected to occur concurrently with the closing of the Bought Deal Financing and is conditional upon closing of the Bought Deal Financing.
Aggregate gross proceeds from the Bought Deal Financing and the Non-Brokered Financing (collectively the "Offering") will total approximately C$5,000,000 prior to the exercise of the Over-Allotment Option. The net proceeds of the Offering will be used to complete permitting and a Definitive Feasibility Study for the San Ramon Gold Deposit within its 100% owned Santa Rosa Gold Project located in Antioquia, Colombia and for working capital purposes. The Offering is scheduled to close on or about April 8, 2014 and is subject to the prior approval of the TSX Venture Exchange.
About Red Eagle Mining
Red Eagle Mining is a 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:
Ian Slater Chief Executive Officer
+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 the Company 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.