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or Name
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Red Eagle Mining Corp
Symbol RD
Shares Issued 73,932,714
Close 2014-07-25 C$ 0.265
Market Cap C$ 19,592,169
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ORIGINAL: Red Eagle Mining swallows poison pill

2014-07-28 11:48 ET - News Release

Received by email:

File: Red Eagle - News Release - July 28, 2014 (00134053).docx

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RED EAGLE MINING ADOPTS SHAREHOLDER RIGHTS PLAN

Vancouver, BC, July 28, 2014 - Red Eagle Mining Corporation (TSX-V: RD, OTCQX: RDEMF) announces today that its Board o
--->f Directors has adopted a shareholder rights plan agreement (the "Rights Plan").  The Rights Plan is effective immedia
--->tely 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 Mini
--->ng without undue pressure, will encourage the development of alternative transactions or competing take-over bids unde
--->r the circumstances and will give the directors adequate time to fully consider any such take-over bid or similar tran
--->saction 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 v
--->otes attached to all outstanding voting shares of Red Eagle Mining in a transaction not approved by the Board of Direc
--->tors, the Rights Plan will entitle the holders (other than those held by the acquiring person or group) to acquire sha
--->res 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 Per
--->mitted Bid must be made by way of a take-over bid circular prepared in compliance with applicable securities law and m
--->ust 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 mode
--->rn exploration.  Red Eagle Mining is developing the 320 km Superscript 2 historic Santa Rosa Gold Project located in t
--->he Antioquia Batholith.  Development will initially commence with the San Ramon Gold Deposit where a positive Prelimin
--->ary Economic Assessment supports project advancement.  Feasibility and permitting are currently underway.

 
For further information on Red Eagle Mining contact:

Ian Slater
Chief Executive Officer 

Red Eagle Mining Corporation
Suite 920 - 1030 West Georgia Street
Vancouver, BC, V6E 2Y3
+1 604 638 2545
info@redeaglemining.com
www.redeaglemining.com

James Beesley
Investor Relations
james@sequoiapartners.ca
+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 express
--->ed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of futur
--->e performance and actual results or developments may differ materially from those in forward-looking statements.  Fact
--->ors that could cause actual results to differ materially from those in forward-looking statements include market price
--->s, exploitation and exploration successes, continued availability of capital and financing, and general economic, mark
--->et or business conditions.  There can be no assurances that such statements will prove accurate and, therefore, reader
--->s are advised to rely on their own evaluation of such uncertainties.  We do not assume any obligation to update any fo
--->rward-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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