Gerald Metals S.A.

October 16, 2015 16:05 ET

Acquisition of Securities of Red Tiger Mining Inc.

MORGES, SWITZERLAND--(Marketwired - Oct. 16, 2015) - Gerald Metals S.A. ("Gerald") (of Gerald Group), 29, rue de la Gare, 1110 Morges, Switzerland, announces that, pursuant to a private placement (the "Private Placement"), it subscribed for 27,866,590 common shares (each, a "Common Share") of Red Tiger Mining Inc. ("Red Tiger"). The Private Placement closed on October 15, 2015. The Common Shares issued under the Private Placement will be issued in two tranches: under the first tranche 11,529,926 Common Shares were issued to Gerald on October 15, 2015 (the "First Tranche Shares"); and under the second tranche 16,336,664 Common Shares (the "Remaining Shares" and, together with the First Tranche Shares, the "Acquired Shares") will be issued to Gerald upon acceptance by the TSX Venture Exchange (the "TSXV") of the Personal Information Forms 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").

Prior to the issuance of the First Tranche Shares, Gerald beneficially owned and/or exercised control or direction over 1,017,441 Common Shares. Post-issuance of the First Tranche Shares, Gerald beneficially owned and/or exercised control or direction over 12,547,367 issued and outstanding Common Shares, representing approximately 9.794% of the issued and outstanding shares on an undiluted basis.

As Gerald has an obligation requiring it to acquire ownership of the Remaining Shares, subject to TSXV Acceptance and Approval, it has deemed beneficial ownership, in accordance with the Securities Act (Ontario) and Multilateral Instrument 62-104, of the Remaining Shares. In total, despite the Remaining Shares having yet to be issued, Gerald has deemed beneficial ownership of 28,884,031 Common Shares, which will represent approximately 19.996% of the issued and outstanding shares on an undiluted basis after the issuance of the Remaining Shares.

The Private Placement was a private transaction outside of any market or other facility. Pursuant to the Private Placement, Gerald paid C$0.05 per Acquired Share for aggregate consideration of C$1,393,329.50.

The Acquired Shares were acquired for investment purposes. Gerald may, in the future, increase or decrease its ownership of securities of Red Tiger, directly or indirectly, from time to time depending upon the business and prospects of Red Tiger and future market conditions.

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.

An early warning report (the "EWR") will be filed on SEDAR and will be available for review at www.sedar.com under Red Tiger's profile. A copy of the EWR can be obtained from the contact below.

Contact Information

  • Gary Lerner
    +1 (203) 609-8324