Mr. Patrick Balit of Red Eagle Mining reports
RED EAGLE MINING AND RED EAGLE EXPLORATION ANNOUNCE AMALGAMATION
Red Eagle Mining Corp. and Red Eagle Exploration Ltd. have entered into a definitive amalgamation agreement pursuant to which Red Eagle Mining has agreed to acquire all of the issued and outstanding common shares of Red Eagle Exploration not already owned by it by way of a three-cornered amalgamation.
The combination of Red Eagle Mining and Red Eagle Exploration will create a strong exploration, development and operating company with four 100-per-cent-owned high-grade gold and silver projects in Colombia. The combined company will continue operating the Santa Rosa gold project and will be able to develop the Vetas gold, California gold and Santa Ana silver properties currently held by Red Eagle Exploration. The amalgamation will complete the acquisition of Red Eagle Exploration (formerly known as CB Gold Inc.), simplify the holding structure and reduce costs.
Under the terms of the amalgamation, Red Eagle Exploration shareholders will receive one common share of Red Eagle Mining for every two Red Eagle Exploration common shares held. The exchange ratio represents the equivalent of 13.5 cents per Red Eagle Exploration share based on the closing price of the Red Eagle shares on the Toronto Stock Exchange as of March 1, 2018, and represents the equivalent of 13.9 cents per Red Eagle Exploration share based on the 20-day volume-weighted average price of the Red Eagle shares on the TSX as of the same date. Outstanding Red Eagle Exploration options will be converted at the exchange ratio, and outstanding Red Eagle Exploration warrants will be exercisable into Red Eagle shares at the exchange ratio.
Red Eagle Mining currently owns 76.43 per cent of the outstanding Red Eagle Exploration shares. Pursuant to the amalgamation, Red Eagle Mining will issue approximately 45,946,258 Red Eagle shares to Red Eagle Exploration shareholders (other than itself), and Red Eagle Exploration will amalgamate with a wholly owned subsidiary of Red Eagle Mining and will become a wholly owned subsidiary of Red Eagle Mining. Upon completion of the amalgamation, former Red Eagle Exploration shareholders will own approximately 10.51 per cent of the outstanding shares of Red Eagle Mining.
Implementation of the amalgamation is subject to the approval of at least 66-2/3rds per cent of the votes cast by holders of Red Eagle Exploration shares and by a majority of the minority Red Eagle Exploration shareholders, all at a special meeting of Red Eagle Exploration shareholders scheduled to be held on April 5, 2018. In addition to shareholder approval, the amalgamation is subject to the receipt of certain regulatory and stock exchange approvals and certain other closing conditions customary in transactions of this nature.
The board of directors of each amalgamating company has formed special committees to consider and evaluate the proposed transaction. The special committees of Red Eagle Mining and Red Eagle Exploration have each determined that the proposed transaction is in the best interest of their respective companies and have unanimously approved the amalgamation agreement. The companies have two common directors who are not on either special committee and have not participated in the evaluation of the proposed transaction.
Further information regarding the amalgamation is contained in the management information circular of Red Eagle Exploration dated March 2, 2018, prepared in connection with the special meeting and filed on SEDAR by Red Eagle Exploration and mailed to Red Eagle Exploration shareholders. The amalgamation agreement will be filed on the SEDAR profiles of Red Eagle Mining and Red Eagle Exploration. The information circular/proxy statement contains important information about the proposed amalgamation and related matters. Investors and shareholders are urged to read the joint information circular/proxy statement carefully.
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 historical production but, until recently, limited modern exploration. Red Eagle Mining owns 100 per cent of the Santa Rosa gold project and controls Red Eagle Exploration, which owns 100 per cent of the Vetas gold, California gold and Santa Ana silver projects.
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