TORONTO,
Oct. 16, 2015 /CNW/ - Red
Tiger Mining Inc., (TSXV: RMN), ("Red Tiger" or the "Company") is
pleased to announce that it has closed on 32,200,000 common shares
(each, a "Common Share") of its previously announced private
placement (see Press Release August 14th,
2015) for CAD$1,610,000 (or
CAD$0.05 per Common Share). The
Common Shares issued under the Private Placement will be issued in
two tranches: under the first tranche 15,863,336 Common Shares (the
"First Tranche Shares") were issued on October 16, 2015 to Gerald Metals S.A.
("Gerald") and insiders of
the Company; and under the second tranche 16,336,664 Common Shares
(the "Remaining Shares") will be issued to Gerald upon acceptance by the TSX Venture
Exchange (the "TSXV") of the Personal Information Forms
("PIFs") of Gerald's
directors and the receipt by Gerald of the TSXV's conditional approval of
the issuance by Red Tiger to
Gerald of the Remaining Shares
(the "TSXV Acceptance and Approval"). Further information
concerning the issuance of the Remaining Shares will be disclosed
in a subsequent news release following clearance of the PIFs.
Red Tiger and
Gerald have entered into a
shareholder rights agreement, pursuant to which Gerald shall have a right to subscribe for
securities in any future equity offering to maintain its pro
rata position and shall have the right to nominate one director
to the board of directors of Red
Tiger.
Red Tiger and
Gerald have also entered into an
escrow agreement pursuant to which the subscription price for the
Remaining Shares will be held by an escrow agent and either
released to Red Tiger upon TSXV
Acceptance and Approval or returned to Gerald upon the escrow expiry date of
December 15, 2015.
No commission or finder's fee will be paid in
connection with the Private Placement. The shares will be offered
pursuant to exemptions from prospectus requirements of applicable
securities legislation and will be subject to a hold period of four
months and a day from their date of issuance. The Private Placement
is subject to TSX Venture Exchange approval.
Any subscriptions by insiders will be considered
to be related party transactions within the meaning of TSX Venture
Exchange ("TSXV") Policy 5.9, which incorporates Multilateral
Instrument 61-101 ("MI 61-101"). The Company is relying on the
exemptions from the valuation and minority shareholder approval
requirements of MI 61-101 contained in sections 5.5(a) and 5.7(a)
of MI 61-101 in respect of such participation.
Red Tiger intends
to use the Private Placement proceeds to fund the recommencement of
mining operations.
About Red Tiger Mining
Red Tiger is
engaged in copper cathode production, and in the exploration and
development of copper and gold projects through its wholly-owned
subsidiary, Minerales Libertad, S.A. de C.V. ("Minerales") at
San Antonio de la Huerta, in the
state of Sonora, Mexico.
On July 1, 2013,
Minerales placed the Luz del Cobre Copper Project, an open-pit,
heap leach, copper recovery operation into commercial production.
The Company has other prospects on its over eleven thousand-hectare
concession at various stages of exploration, and is potentially a
gold producer in the mid-term.
Red Tiger is
listed on the TSX Venture Exchange (symbol "RMN"). The number of
shares outstanding is 128,110,293.
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.
Forward-Looking Information
This press release contains certain
"forward-looking information". All statements, other than
statements of historical fact, that address activities, events or
developments that Red Tiger
believes, expects or anticipates will or may occur in the future
(including, without limitation, statements relating to the
Private Placement, the recommencement of mining operations and the
filing and clearing of the PIFs with the TSX Venture Exchange)
constitute forward-looking information. This forward-looking
information reflects the current expectations or beliefs of
Red Tiger based on information
currently available to Red Tiger as
well as certain assumptions including, without limitation, the
assumption that Red Tiger will
complete the Private Placement and be granted TSX Venture Exchange
approval in respect of the private placement, and be able to
recommence mining operations as proposed. Forward-looking
information is subject to a number of significant risks and
uncertainties and other factors that may cause the actual results
of Red Tiger to differ materially
from those discussed in the forward-looking information, and even
if such actual results are realized or substantially realized,
there can be no assurance that they will have the expected
consequences to, or effects on Red
Tiger. Factors that could cause actual results or events to
differ materially from current expectations include, but are not
limited to, TSX Venture Exchange approval for the Private Placement
not being obtained, unforeseen difficulties in connection with the
process for recommencing production at Red Tiger's mine.
Any forward-looking information speaks only as
of the date on which it is made and, except as may be required by
applicable securities laws, Red
Tiger disclaims any intent or obligation to update any
forward-looking information, whether as a result of new
information, future events or results or otherwise. Although
Red Tiger believes that the
assumptions inherent in the forward-looking information are
reasonable, forward-looking information is not a guarantee of
future performance and accordingly undue reliance should not be put
on such information due to the inherent uncertainty
therein.
SOURCE Red Tiger Mining Inc.