Red Eagle Mining Corp RDEMF

insider

[bandi10]

State the date of the transaction or other occurrence that triggered the requirement to file this report and briefly describe the transaction or other occurrence.

On April 24, 2018, Orion Fund JV Limited (“Orion JV”), a company managed by Orion, acquired 8,276,340 newly issued Common Shares (the “Acquired Shares”) in connection with a corporate reorganization by Red Eagle whereby it acquired all of the issued and outstanding common shares of its subsidiary Red Eagle Exploration Limited (“XR”) not already owned by it, by way of a three-cornered amalgamation (the “Amalgamation”). Under the terms of the Amalgamation, XR shareholders received one Common Share for

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Item 2 2.1

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Item 3 3.1

every two XR common shares held. Orion JV received the Acquired Shares as a result of its shareholding in XR prior to the Amalgamatio

State the designation and number or principal amount of securities acquired or disposed of that triggered the requirement to file this report and the change in the acquiror’s securityholding percentage in the class of securities.

Orion JV acquired 8,276,340 newly issued Common Shares in connection with the Amalgamation. Following the Amalgamation, Orion’s securityholding percentage is approximately 10.4% on a non-diluted basis. On a partially-diluted basis, after giving effect to the exercise of the 17,054,545 warrants to purchase 17,054,545 Common Shares held by Orion (the “Warrants”), Orion’s securityholding percentage would be approximately 13.7%.