TORONTO, April 23, 2013 /CNW/ - Red Tiger Mining Inc., (TSXV-RMN), (the "Company") announces that it and ML have entered into an assignment of debt agreement (the "Assignment of Debt Agreement") with Unique Goals International, ("Unique") a company beneficially owned, directly or indirectly, by Mr. Sergey Yanchukov, a director of the Company. Pursuant to the Assignment of Debt Agreement, Unique proposes to assign to the Company the outstanding debt owed to it (the "Unique Debt") under certain loan agreements entered into between Unique and ML on each of August 20, 2012 and September 9, 2012 in the amounts of US$375,000 and US$420,000, respectively (the "Unique Loans").
As provided in the Assignment of Debt Agreement, the Company proposes to issue 8,750,020 common shares of the Company (the "Unique Debt Shares") to Unique in consideration for the assignment of the Unique Debt. The Unique Debt has been determined to amount to US$875,002, being the principal outstanding under the Unique Loans inclusive of interest accrued thereon up to and including April 12, 2013.
Upon the assignment of the Unique Debt and the issuance of the Unique Debt Shares, all amounts due under the Unique Loans will become payable by ML to the Company.
The Assignment of Debt Agreement, including the issuance of the Unique Debt Shares, is subject to the prior acceptance of the TSX Venture Exchange ("TSXV Acceptance"). The parties have agreed pursuant to the Assignment of Debt Agreement that if TSXV Acceptance is not received by the Company by 5:00 p.m. (Toronto time) on April 30, 2013, such agreement shall immediately terminate and be of no further force and effect.
The Unique Debt Shares, if and when issued, will be subject to a hold period of four months and a day from the date of issuance.
As the Unique Debt Shares are anticipated to be issued to an insider of the Company, such issuance will be considered to be a related party transaction within the meaning of TSXV Policy 5.9 which incorporates MI 61-101. The Company intends to rely on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(b) and 5.7(a) of MI 61-101 in connection with such issuance.
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.
This news release contains forward-looking statements, which are subject to risks and uncertainties and other factors that may cause the Company's results to differ materially from expectations. Specifically, this news release contains forward-looking information regarding the proposed shares-for-debt transaction. Accordingly, readers are cautioned not to place undue reliance on this forward-looking information. The Company does not assume the obligation to revise or update this forward-looking information after the date of this news release or to revise such information to reflect the occurrence of future unanticipated events, except as may be required under applicable securities laws.TORONTO: 289686v2
SOURCE: Red Tiger Mining Inc.
For further information:
Dr. Thomas Utter
President and CEO
Tel.: +1 52 662 311 8839
CFO and Secretary
Tel.: 416 637-1517 x 107