Liberty Metals & Mining Holdings increases stake in Red Eagle Mining

News Release

Liberty Metals & Mining Holdings, LLC Acquires Units of Red Eagle Mining Corporation

TORONTO, ONTARIO, August 17, 2017 – Liberty Metals & Mining Holdings, LLC (“LMM”) announced today that it has acquired 21,678,960 units (each, a “Unit”) of Red Eagle Mining Corporation (“Red Eagle” or the “Company”) pursuant to the Company’s previously announced rights offering (the “Rights Offering”). Each Unit is comprised of one common share of Red Eagle (each, a “Share”) and one transferable Share purchase warrant (each, a “Warrant”) exercisable into one Share at a purchase price of C$0.50 per Share for a period of five years from the issue date.

The Units were acquired by LMM at the Rights Offering price of C$0.35 per Unit, for aggregate consideration of C$7,587,636. Following the acquisition of the Units, LMM holds 64,801,670 Shares or approximately 18.5% of the issued and outstanding Shares on a non-diluted basis and approximately 23.2% of the Shares on a partially diluted basis assuming the exercise of the 21,678,960 Warrants acquired by LMM under the Rights Offering. Prior to the Rights Offering, LMM owned 43,122,710 Shares or approximately 16.3% of the then issued and outstanding Shares.

Pursuant to the subscription agreement between LMM and Red Eagle under which LMM made its initial investment in Shares in 2012, to the extent that LMM owns 7.5% of Red Eagle’s issued and outstanding share capital, LMM will be entitled to nominate one person to be appointed to the board of directors of Red Eagle and will have a pre-emptive right to participate in any future equity financings of Red Eagle.

The 21,678,960 Units were acquired for investment purposes. Depending on economic factors, market conditions, and LMM’s evaluation of the Company’s business, prospects and performance, availability of other investment opportunities and other factors, LMM may from time to time acquire additional securities of Red Eagle or dispose of securities of Red Eagle in the open market, by private agreement or otherwise.

This press release is being issued pursuant to the requirements of National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues of the Canadian Securities Administrators. For further information and to obtain a copy of the early warning report that will be filed under applicable Canadian securities laws in connection with the transactions hereunder, please see Red Eagle’s profile on the SEDAR website www.sedar.com.

For further information or to obtain a copy of the early warning report please contact:
Damon Barber
Liberty Metals & Mining Holdings, LLC
157 Berkeley Street, 22nd Floor
Boston, MA 02116
Telephone: 1-857-224-0626
Fax: 1-857-224-8663