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File: Red Star - News Release Announcing Adamera QT (00944141-5).doc

RED STAR CAPITAL VENTURES INC.

RED STAR ANNOUNCES AGREEMENT FOR QUALIFYING TRANSACTION
Vancouver, B.C., November 29, 2013 - Red Star Capital Ventures Inc. (NEX: RSM.H) ("Red Star" or the "Company") is plea
--->sed to announce it has entered into a binding letter agreement (the "Letter Agreement") dated effective November 26, 2
--->013 with Adamera Minerals Corp. ("Adamera") to acquire a 100% interest in the KAM, Hawk and South Baker properties loc
--->ated in the territory of Nunavut, Canada (collectively, the "Properties"). Adamera is incorporated under the Business 
--->Corporations Act (British Columbia) and listed on the TSX Venture Exchange (the "Exchange").
Red Star is a "capital pool company" under the policies of the Exchange and the acquisition of the Properties will con
--->stitute its "qualifying transaction" in accordance with Exchange Policy 2.4 Capital Pool Companies (the "Transaction")
--->.  Upon completion of the Transaction, Red Star expects to be listed as a Tier 2 mining issuer on the Exchange and wil
--->l be engaged in the exploration and development of mineral properties, including the Properties.
In consideration for the Properties, Red Star will pay to Adamera the sum of $100,000 cash and will issue 1,000,000 co
--->mmon shares of the Company to Adamera. Red Star will grant Adamera a 2% net smelter return royalty with respect to the
---> Properties, 1% of which may be purchased by Red Star for $1,000,000.
The Properties

The KAM property consists of four mineral claims and is located 415 kilometres west of the Hudson Bay coastline and th
--->e community of Arviat, Nunavut.
The Hawk property consists of three claims and is located 385 kilometres west of the community of Arviat, Nunavut and 
--->the Hudson Bay coastline.
The South Baker property consists of 25 claims and is located near Arviat, Nunavut.
Work completed by Adamera on the Properties includes airborne radiometric and magnetic surveying, sampling, prospectin
--->g and drilling.
An independent geological report of the Properties prepared in accordance with National Instrument 43-101 - Standards 
--->of Disclosure for Mineral Projects will be completed in conjunction with the Transaction. Upon its receipt, Red Star i
--->ntends to issue a press release announcing the results of the geological report.
Concurrent Financings
Prior to December 31, 2013, Red Star intends to complete a non-brokered private placement of 1,650,000 common shares a
--->t a price of $0.06 per share for gross proceeds of $99,000.
In connection with closing of the Transaction, Red Star intends to complete the following non-brokered private placeme
--->nts, subject to the approval of the Exchange (collectively, the "Concurrent Financings"):
a private placement of up to 10,000,000 units of Red Star at a price of $0.10 for gross proceeds of up to $1,000,000 (
--->the "$0.10 Financing").  Each such unit will consist of one common share of Red Star and one common share purchase war
--->rant.  Each warrant will entitle the holder thereof to purchase one additional common share at a price of $0.15 for a 
--->period of one year; and
a private placement of up to 4,166,666 units of Red Star at a price of $0.12 for gross proceeds of up to $500,000 (the
---> "$0.12 Financing"). Each such unit will consist of one common share of Red Star, to be issued on a "flow-through" bas
--->is pursuant to the Income Tax Act (Canada) and one half of one common share purchase warrant. Each warrant will entitl
--->e the holder thereof to purchase one additional common share (not issued on a "flow through" basis) at a price of $0.2
--->0 for a period of one year.
Red Star will raise an aggregate minimum of $750,000 pursuant to the $0.10 Financing and the $0.12 Financing.  A maxim
--->um of $1,000,000 will be raised pursuant to the $0.10 Financing and a maximum of $500,000 will be raised pursuant to t
--->he $0.12 Financing.  Closing of each of the Concurrent Financings is subject to approval by TSXV. Red Star intends to 
--->use the proceeds of the Concurrent Financings to execute a work program for the Properties.
All securities issued in the Concurrent Financings will be subject to a statutory hold period expiring four months and
---> one day after closing. Red Star may pay finder's fees in connection with the Concurrent Financings in accordance with
---> Exchange policies. Zimtu Capital Corp. has agreed to assist with the Concurrent Financings on a best efforts basis.
Proposed Directors and Officers
On completion of the Transaction, the directors and officers of Red Star are anticipated to be:
Brian Thurston, CEO and Director
Brian Thurston received a Bachelor of Science degree in Geology with honours from the University of Western Ontario in
---> May 1992. Mr. Thurston is currently a director of the following mineral exploration companies listed on the TSXV: Enc
--->anto Potash Corp. since August 2009 and Upper Canyon Minerals Corp. since June 2010. Mr. Thurston was formerly a direc
--->tor of the following mineral exploration companies listed on the TSXV: Lion Energy Corp. from November 2007 to June 20
--->11 (served as President and Chief Executive Officer from November 2007 to May 2010); Northern Iron Corp. from August 2
--->010 to April 2011; Grenville Gold Corp. from November 2010 to October 2011; Maxtech Ventures Inc. from September 2010 
--->to February 2012; Resource Hunter Capital Corp. from February 2010 to April 2011; Desert Gold Ventures Inc. from Septe
--->mber 2010 to February 2011 (also former President and Chief Executive Officer); Megastar Development Corp. from Novemb
--->er 2008 to December 2010; Abbastar Resources Corp. from April 2008 to June 2008; and Great Bear Resources Ltd. from Ju
--->ne 2007 to February 2010. In addition, Mr. Thurston served as a director of Network Media Group Inc. (formerly Andele 
--->Capital Corporation), an entertainment company listed on the TSXV, from July 2010 to March 2012, and as a director of 
--->Auric Development Corporation (now First Mexican Gold Corp.), a Capital Pool Company listed on the TSXV, from May 2008
---> to June 2009. Mr. Thurston was a Project Manager with Pacific Ridge Exploration Ltd. from February 2006 to January 20
--->07 and the Executive Vice President of Lateegra Gold Corp. from June 2007 to November 2008.
David Hodge, President
Mr. Hodge is a businessman with over 17 years of experience in the management and financing of publicly traded compani
--->es. He has been the president of Zimtu since July, 2008. Mr. Hodge has been the president and director of Commerce Res
--->ources Corp., a junior natural resource mining company listed on the exchange since May, 1999, president and director 
--->of Pasinex Resources Ltd., a junior natural resource mining company listed on the Canadian National Stock Exchange, si
--->nce May, 2008, and a director of Western Potash Corp., a mining company listed on the Toronto Stock Exchange, since Ju
--->ly, 2007 and a Director of Lakeland Resources Inc., a mining exploration company listed on the TSXV since July 2010. 
Dean Nawata, CFO and Director
Mr. Nawata has over 18 years of public market experience, nine of which he spent as a licensed stockbroker focusing on
---> financing of junior oil and gas and mining projects with Nesbitt Burns (1989 to 1990), Research Capital Corp. (1994 t
--->o 1998) and with Raymond James (1998 to 2001). Mr. Nawata currently holds a position in business development for 49 No
--->rth Resources Inc. (October, 2011, to present). He is president and chief executive officer of Olympic Resources Ltd. 
--->(May, 2012, to present), a director of Prima Fluorspar Corp (April 2013 to present), and a director of Big North Graph
--->ite Corp. (December, 2011, to present). Also a director of Greywacke Exploration Ltd (June ,2013 to present). Previous
--->ly, Mr. Nawata was vice-president of Barkerville Gold Mines (July, 2009, to October, 2011), director of corporate deve
--->lopment for Longview Capital Partners (December, 2006, to March, 2008), manager of corporate development for Crosshair
---> Exploration (November, 2005, to December, 2006) and vice-president of Blind Creek Resources Ltd. (October, 2010, to O
--->ctober, 2011).
Sean Charland, Corporate Secretary and Director
Mr. Charland is a seasoned communications professional with experience in raising capital and marketing resource explo
--->ration companies. Mr. Charland has been a director of Zimtu since January, 2012. His network of contacts within the fi
--->nancial community extends across North America and Europe. Mr. Charland also serves as a director (April, 2011, to pre
--->sent) and corporate secretary (September, 2011, to present) of Pacific Polar Energy Group and a director (May, 2012, t
--->o present) of Prima Fluorspar Corp., both private exploration companies. Mr. Charland is a director of Nanton Nickel C
--->orp. (April, 2012, to present) and Arctic Star Exploration Corp. (March, 2012, to present), both exchange-listed compa
--->nies.
Mark Jones, Director
Mr. Jones was a registered financial advisor for 28 years and has been involved on the financing side for numerous tra
--->nsactions. He has also held the position of head of corporate finance, director and was a senior vice-president at Ray
--->mond James Ltd. As the head of corporate finance, Mr. Jones participated in raising funds junior companies and has bee
--->n involved with many capital pool companies.
John Kiernan, PEng, Director
Mr. Kiernan is a mining engineer with more than 25 years of mine operating, engineering, corporate and financial exper
--->ience, including four years as an underground miner and operating foreman. Mr. Kiernan's engineering experience includ
--->es project implementation, mine design, ventilation network analysis, backfill trade-offs studies, production engineer
--->ing, project management and operations scheduling for various mining methods. Most recently Mr. Kiernan has been invol
--->ved in business development, as part of a team, evaluating potential mergers and acquisitions deals and investment opp
--->ortunities in mining-friendly jurisdictions. His experience includes Vice President Project Development - Magellan Min
--->erals Ltd (August 2012 to present) Manager, Project Evaluation -- Quadra FNX Mining Ltd. (September, 2009, to June 201
--->2), Mining Analyst -- PI Financial Corp. (September, 2007, to August 2009), VP Mining - Roca Mines Inc. (April 2006 to
---> August 2007) and Manager, Project Evaluation -- American Gold Capital (September, 2004 to 2006).
Sponsorship
Red Star intends to make an application to the Exchange to have the requirement for sponsorship of the Qualifying Tran
--->saction waived.  There can be no assurance that the waiver will be granted.  In any event, an agreement to sponsor sho
--->uld not be construed as any assurance with respect to the merits of the Transaction or the likelihood of its completio
--->n.
Trading Halt
In accordance with Exchange policies, Red Star's common shares are currently halted for trading and will remain so unt
--->il the documentation required by the Exchange for the Qualifying Transaction can be provided to the Exchange.  The Red
---> Star common shares may remain halted until completion of the Qualifying Transaction.
Other Matters Concerning the Transaction
Subject to the approval of the Exchange, upon closing of the Transaction, the existing directors of Red Star will tran
--->sfer all of the escrow shares held by them to the incoming insiders.
The Transaction will be carried out by parties dealing at arm's length to one another and therefore will not be consid
--->ered to be a Non-Arm's Length Qualifying Transaction, as such term is defined under the policies of the Exchange.
A Filing Statement in respect of the Transaction will be prepared and filed in accordance with Policy 2.4 of the Excha
--->nge on SEDAR at www.sedar.com no less than ten business days prior to the closing of the proposed Transaction. A press
---> release will be issued once the Filing Statement has been filed as required pursuant to Exchange policies.
The completion of the Transaction is subject to the approval of the Exchange and all other necessary regulatory approv
--->al. The completion of the Transaction is also subject to additional conditions, including completion of a definitive a
--->greement setting forth the terms and conditions set out in the Letter Agreement, completion of the Concurrent Financin
--->gs, satisfactory completion of a due diligence review by Red Star, board of directors approval of Red Star and certain
---> other usual conditions.
If and when a definitive agreement is executed, in accordance with the policies of the Exchange, the Company will issu
--->e a subsequent press release containing the details of the definitive agreements and additional terms of the Transacti
--->on, and to the extent not contained in this press release, additional information required by Exchange policies.
For further information, please contact: 
Red Star Capital Ventures Inc.  Brian Thurston President and CEO 778-371-1489
Completion of the Transaction is subject to a number of conditions, including, but not limited to, Exchange acceptance
---> and, if applicable pursuant to Exchange requirements, majority of the minority shareholder approval.  Where applicabl
--->e, the Transaction cannot close until the required shareholder approval is obtained.  There can be no assurance that t
--->he Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or filing statement to be pre
--->pared in connection with the Transaction, any information released or received with respect to the Transaction may not
---> be accurate or complete and should not be relied upon.  Trading in the securities of a capital pool company should be
---> considered highly speculative.
Neither the TSX Venture Exchange nor its Regulations Services Provider (as that term is defined in the policies of the
---> TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.
Cautionary Note Regarding Forward-Looking Statements
Certain statements herein may contain forward-looking statements and forward-looking information within the meaning of
---> applicable securities laws. Forward-looking statements or information appear in a number of places and can be identif
--->ied by the use of words such as "plans", "expects", "budget", "scheduled", "estimates", "forecasts", "intends", "antic
--->ipates" or "believes" or variations of such words and phrases or statements that certain actions, events or results "m
--->ay", "could", "would", "might" or "will" be taken, occur or be achieved. Forward-looking statements and information in
--->clude statements regarding the Transaction, the Concurrent Financings, the timing of exploration programs and filing o
--->f technical reports and the Company's exploration plans and exploration results with respect to the Properties. With r
--->espect to forward looking statements and information contained herein, we have made numerous assumptions, including as
--->sumptions about mineral prices, cut-off grades, metallurgical recoveries, operating and other costs and technical assu
--->mptions used in the estimate. Such forward-looking statements and information are subject to risks, uncertainties and 
--->other factors which may cause the Company's actual results, performance or achievements, or industry results, to be ma
--->terially different from any future results, performance or achievements expressed or implied by such forward-looking s
--->tatement or information. Such risks include discrepancies between actual and estimated mineral resources, subjectivity
---> of estimating mineral resources and the reliance on available data and assumptions and judgments used in the interpre
--->tation of such data, speculative and uncertain nature of gold exploration, exploration costs, capital requirements and
---> the ability to obtain financing, volatility of global and local economic climate, share price volatility, estimate ur
--->anium price volatility, changes in equity markets, increases in costs, exchange rate fluctuations and other risks invo
--->lved in the mineral exploration industry. There can be no assurance that a forward-looking statement or information re
--->ferenced herein will prove to be accurate, as actual results and future events could differ materially from those anti
--->cipated in such statements or information. Also, many of the factors are beyond the control of the Company. Accordingl
--->y, readers should not place undue reliance on forward-looking statements or information. We undertake no obligation to
---> reissue or update any forward-looking statements or information except as required by law. All forward-looking statem
--->ents and information herein are qualified by this cautionary statement.