Red Tiger Announces Proposed Shares for Debt Transaction

TORONTO, April 10, 2013 /CNW/ - Red Tiger Mining Inc., (TSXV-RMN), (the "Company") announces that it and its wholly-owned subsidiary Minerales Libertad S.A. de C.V. ("ML") have entered into an assignment of debt agreement (the "Assignment of Debt Agreement") with Kirkland Intertrade Corp., ("Kirkland") a company beneficially owned, directly or indirectly, by Mr. Maxim Finskiy, a director and controlling shareholder of the Company. Pursuant to the Assignment of Debt Agreement, Kirkland will assign the outstanding debt (the "Debt") under certain loan agreements entered into between Kirkland 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 "Loans").

As provided in the Assignment of Debt Agreement, the Company proposes to issue 8,750,020 common shares of the Company (the "Debt Shares") to Kirkland in consideration for the assignment of the Debt.  The Debt has been determined to amount to US$875,002, being the principal outstanding under the Loans inclusive of interest accrued thereon up to and including April 12, 2013.

Upon the assignment of the Debt and the issuance of the Debt Shares, all amounts due under the Loans will become payable from ML to the Company.

The Assignment of Debt Agreement, including the issuance of the 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 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 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 Multilateral Instrument 61-101 ("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 Assignment of Debt Agreement and the proposed terms thereof, and the approval of such agreement, including the issuance of the Debt Shares, by the TSX Venture Exchange. Accordingly, readers are cautioned not to place undue reliance on this forward-looking information. The Company does not assume any 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.

SOURCE: Red Tiger Mining Inc.