Securities Law & Instruments

Headnote

Relief from the requirements otherwise applicable to the Filer as a reporting issuer who is not a venture issuer -- Filer is cross listed on the TSX Venture Exchange and the Bolsa de Comercio de Santiago, Venture marketplace of the Santiago Stock Exchange -- filing obligations of both exchanges are identical -- listing on venture marketplace of the Santiago Stock Exchange is available only as a secondary listing to entities listed on the TSX Venture Exchange -- relief granted subject to conditions, including that the Filer complies with the requirements of Canadian securities legislation applicable to a venture issuer.

Applicable Legislative Provisions

National Instrument 41-101 General Prospectus Requirements, s. 19.1.

National Instrument 51-102 Continuous Disclosure Obligations, s. 13.1.

National Instrument 52-107 Acceptable Accounting Principles and Auditing Standards, s. 5.1.

National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings, s. 8.6.

National Instrument 52-110 Audit Committees, s. 8.1.

National Instrument 58-101 Disclosure of Corporate Governance Practices, s. 3.1.

Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions, s. 9.1.

IN THE MATTER OF THE SECURITIES ACT, R.S.O. 1990, CHAPTER S.5, AS AMENDED AND IN THE MATTER OF RED EAGLE MINING CORPORATION

ORDER

WHEREAS the Ontario Securities Commission (the "Commission") has received an application from the Red Eagle Mining Corporation (the "Filer") for a decision under the Ontario securities legislation for an exemption from:

(i) the requirements otherwise applicable to the Filer as a reporting issuer who is not a venture issuer in each of the following instruments, including the forms thereof (collectively, the "Instruments"):

a. National Instrument 41-101 General Prospectus Requirements;

b. National Instrument 51-102 Continuous Disclosure Obligations;

c. National Instrument 52-107 Acceptable Accounting Principles and Auditing Standards;

d. National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings;

e. National Instrument 52-110 Audit Committees; and

f. National Instrument 58-101 Disclosure of Corporate Governance Practices

(the "Disclosure Relief");

(ii) the formal valuation requirements under sections 4.3 and 5.4 of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101") (the "Valuation Relief"); and

(iii) the minority approval requirements under section 5.6 of MI 61-101 (the "Minority Approval Relief", and together with the Disclosure Relief and the Valuation Relief, the "Exemption Sought")

Securities legislation imposes obligations for all reporting issuers. There are different obligations applicable to reporting issuers who are venture issuers and to those that are non-venture issuers. The Exemption Sought, if granted, would permit the Filer to comply with the obligations applicable to venture issuers notwithstanding that the Filer does not meet the criteria in the definition of "venture issuer".

AND WHEREAS the Filer has represented to the Commission that:

1. The Filer is incorporated under the laws of British Columbia and its head office is located in Vancouver, British Columbia.

2. The Filer's common shares (the "Shares") are listed on the TSX Venture Exchange (the "Exchange") and the OTCQX market. The Filer is a reporting issuer in British Columbia, Ontario and Alberta.

3. The Filer's 100% owned material property, the Santa Rosa Property (the "Project"), is located in the Republic of Colombia.

6. In certain of the Instruments, the definition of "venture issuer" excludes, a reporting issuer, who at the applicable time, has any of its securities listed or quoted on any of the Toronto Stock Exchange, a U.S. marketplace, or a marketplace outside of Canada or the United States of America other than the Alternative Investment Market of the London Stock Exchange of the PLUS markets operating by PLUS Markets Group plc. (the "Venture Issuer Definition").

8. The Filer has obtained, effective April 27, 2015, a secondary listing on the Bolsa de Comercio de Santiago, Venture marketplace of the Santiago Stock Exchange (the "Santiago Venture Market"). As the Santiago Venture Market is a marketplace and hence a "marketplace outside of Canada", the Filer does not, subsequent to April 27, 2015, meet the criteria in the Venture Issuer Definition.

9. The Filer obtained a secondary listing on the Santiago Venture Market in order to facilitate direct trading and investment in the Filer's securities by investors in the Republic of Colombia and other countries in South America to, among other reasons, enhance investor community awareness of the Filer and the development of the Project, thereby increasing its investor base and trading in its securities.

10. The Santiago Venture Market is a venture capital market for small and early stage companies in the mining sector. A listing is on the Santiago Venture Market is available only as a secondary listing to entities listed on the TSXV. Pursuant to the Santiago Venture Market listing requirements (the "Listing Requirements") and pursuant to the agreement entered into between the Santiago Venture Market and the TSXV, securities which are listed on the Santiago Venture Market must also be listed on the TSXV. The filing obligations of the TSXV and the Santiago Venture Market are identical. The Santiago Venture Market defers to the TSXV policy manual in respect of any filing obligations. There are no additional filing obligations with Chilean regulators and no additional ongoing filing obligations with the Santiago Venture Market arising from the listing on the Santiago Venture Market.

AND UPON consideration the application and the recommendation of staff of the Commission;

AND UPON being satisfied that to do so would not be prejudicial to the public interest;

IT IS ORDERED that the Exemption Sought is granted provided that:

1. the Filer complies with the conditions and requirements of Canadian securities legislation (as defined in National Instrument 14-101 Definitions) applicable to a venture issuer;

2. the representation listed in paragraph 10, including for greater certainty, that the filing obligations of the TSXV and the Santiago Venture Market are identical, continue to be true;

3. the Filer has Shares listed on the TSXV;

4. the Filer does not have any securities listed or quoted on any of the Toronto Stock Exchange, a U.S. marketplace or a marketplace outside of Canada and the United States of America other than the Santiago Venture Market, the Alternative Investment Market of the London Stock Exchange or the PLUS markets operated by PLUS Markets Group plc;

5. in the event an exemption under Canadian securities legislation applies to a requirement in the Instruments applicable to the Filer, and a condition to the exemption requires the issuer to be a venture issuer, the Filer may invoke the benefit of that exemption if the Filer meets the conditions required by the exemption except for the condition that the Filer be a venture issuer;

6. in the event an exemption under Canadian securities legislation applies to a requirement applicable to the Filer as a reporting issuer who is not a venture issuer in the Instruments, and a condition to the exemption requires the issuer to not be a venture issuer, the Filer does not invoke the benefit of the exemption; and

7. in addition to the foregoing, the Minority Approval Relief is granted provided that, the Filer would be exempt from the minority approval requirements in section 5.6 of MI 61-101, but for the fact that it does not meet the requirements of subparagraph 5.7(1)(b)(i) of MI 61-101.

DATED this 16th day of June, 2015.

"Kathryn Daniels"
Deputy Director, Corporate Finance
Ontario Securities Commission