CBR Gold Corp.

CBR Gold Corp.

February 04, 2010 08:30 ET

CBR Gold Corp. Announces Spin-Out Transaction

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Feb. 4, 2010) - CBR Gold Corp. (TSX VENTURE:CBG)(FRANKFURT:C3M) ("CBG") (the "Company") is pleased to announce that its Board of Directors ("Board") has approved in principle, a spin-out (the "Transaction") of its Canadian and Australian gold assets.

"Niblack and Three Bluffs are outstanding exploration projects, each with potential to produce in the near to medium term. Our joint venture partner, Heatherdale Resources Ltd., is sole funding exploration at Niblack and has the right to earn up to a 70% interest by funding it through to feasibility. Three Bluffs, on the other hand, is 100% owned by us and requires significant exploration to advance the project. Therefore, we feel that it would maximize shareholders' value to spin-out our other assets so that shareholders hold an equal number of shares in two reporting issuers with distinct flagship projects that have unique prospects and requirements for success," said John Williamson, President and CEO of the Company.

CBG intends to change its name to Niblack Mineral Development Inc. ("NIB"), which will retain its interests in the Alaskan VMS exploration properties located in Southeastern Alaska (Niblack, Ruby Tuesday and Khayyam) as well as an extensive proprietary database focused on this region. CBG will transfer its 100% owned Canadian and Australian assets, including the high-grade Three Bluffs deposit in Nunavut, Canada; the Jaurdi Hills project in Western Australia; and Toro Drilling Services Pty. Ltd. to the newly formed subsidiary North Country Gold Corp. ("NCG") in exchange for NCG shares, which CBG will then distribute to CBG shareholders on a 1:1 basis. CBG currently holds approximately $9 million in working capital, marketable securities and equipment, which will be allocated between NIB and NCG pursuant to the Transaction.

The Company is working with its financial and legal advisors to finalize the structure and feasibility of the Transaction. If the Board determines to proceed, the Transaction and name change will be subject to regulatory and Shareholder approval. If the Transaction proceeds as a statutory arrangement, Court approval will also be required. If the requisite approvals for the Transaction are obtained, CBR will reduce its share capital in an amount equal to the NCG Shares owned by CBR and will distribute such NCG Shares to Shareholders as a return of capital. Details of the Transaction will be set out in the proxy circular to be provided to Shareholders in connection with the special meeting at which approval for the Transaction will be sought, which is presently scheduled for March 24, 2010.

Alaskan Assets

Niblack Project:

The Niblack Project, held by CBG and joint venture partner Heatherdale Resources Ltd., is an advanced stage copper-gold-zinc-silver project located on the southern tip of the Alaskan panhandle on Prince of Wales Island in Alaska, USA. The Project comprises an NI 43-101 compliant resource and contiguous land package comprising 3,300 acres with excellent potential to expand the current resource base. The current mineral inventory at Niblack includes an Indicated Resource of 2,588,000 tonnes grading 2.33 g/t gold, 33.18 g/t silver, 1.18% copper and 2.19% zinc and an Inferred Resource of 1,712,000 tonnes grading 2.08 g/t gold, 32.56 g/t silver, 1.55% copper and 3.17% zinc based on a US$50 NSR block cut-off. Ongoing drilling undertaken by Heatherdale Resources Ltd. continues to produce excellent results (See press releases dated August 17, 2009, December 17, 2009 and January 18, 2010).

Khayyam and Ruby Tuesday Properties:

The Khayyam and Ruby Tuesday Properties are historic mining operations 100% owned by CBG located on Prince of Wales Island between 20 and 30 km NNW of the Niblack Project. The Properties are located within highly prospective geological corridor hosting significant VMS occurrences at Niblack, Copper City, Corbin and Big Harbour, and have excellent potential to be developed. Rock samples have returned values up to 6.9g/t gold, 8.93% copper, 3.61% zinc and 43.7g/t silver at Khayyam. Results from Ruby Tuesday include rock samples to 16.52% zinc, 8.41% lead, 1.36% copper and 27.3g/t silver.

Canadian Assets

Management believes that Canada, and Nunavut in particular, offers the best value for long term exploration success. As such, the goal of NCG is to concentrate on its activities in Canada.

Three Bluffs Project:

The Three Bluffs Deposit, located within the Committee Bay Greenstone Belt in Nunavut, Canada, comprises a current NI 43-101 compliant resource of 2.7Mt at 5.85g/t gold for 508,000 oz gold (Indicated) and 1.27Mt at 5.98g/t gold for 244,000oz gold (inferred). The Deposit is hosted within a ~50m wide, steeply dipping Banded Iron Formation unit which can be traced for over 10 km. Gold mineralisation at the Three Bluffs Deposit has presently been delineated over nearly 1 km of strike to an average depth of 100 m. Significant potential exists to expand the current resource inventory by continued exploration targeting mineralized shoot plunge extensions and strike continuity. Current drilling includes an intercept of 23.53g/t gold over 13.59 m, within the same iron formation, 400 m west of the current resource shell.

Regional Nunavut Projects:

The Committee Bay Greenstone Belt is 300 km long, 5 to 50 km wide package of highly prospective lithologies geologically comparable to the significant gold bearing belts hosting the Meadowbank and Meliadine deposits currently being developed in eastern Nunavut. The Committee Bay Greenstone Belt currently hosts more than 40 high-grade gold occurrences but remains one of the longest and least explored greenstone belts in Canada. NCG will hold a 100% interest in approximately 567,000 acres of land with prospective geology along the Committee Bay Belt.

Australian Assets

Management believes that the value of its Australian interests will be maximized by advancing these assets and operations through sale or joint venture transactions. Pursuant to the Transaction, the Australian assets will be transferred to NCG.

Jaurdi Hills Project:

The Jaurdi Hills Project encompasses in excess of 8,500 hectares within the prolific gold producing Norseman-Wiluna greenstone belt of Western Australia's Yilgarn Craton. The Project includes the historic Jaurdi and Wealth of Nations mining areas and contains numerous drill ready targets in close proximity to excellent infrastructure.

Toro Drilling:

Toro Drilling Services Pty. Ltd. ("Toro") is a wholly owned subsidiary of CBG with operations based in Coolgardie, Western Australia. Toro has had an exclusive contract to perform the exploration drilling for Focus Minerals Ltd. on the Coolgardie Gold Project, formerly the subject of CBG's Redemption Joint Venture. The estimated value of Toro's operating assets is approximately AUD 2 million, including surface, underground and hand-held diamond drills, as well as a reverse circulation (RC) rig, support vehicles and related inventory. Since the formation of Toro in February 2008, it has generated more than AUD 2 million in drilling revenue.

CBR Gold Corp. is a member of the Discovery Group of companies, for more information on the group visit www.discoveryexp.com.

On behalf of the Board

CBR Gold Corp.

John Williamson, President, CEO & Director

For further information about CBR Gold Corp., please visit www.cbrgoldcorp.com.

The program is supervised by Peter Kleespies, M.Sc., P. Geol. who is the Qualified Person as defined by NI 43-101. A detailed description of CBR Gold Corp.'s QA/QC program is provided on the Company's website at www.cbrgoldcorp.com.

This release includes certain statements that may be deemed "forward-looking statements". All statements in this release, other than statements of historical facts, that address exploration drilling, exploitation activities and events or developments that the company expects are forward looking statements. Although the company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in the forward-looking statements. Factors that could cause actual results to differ materially from those in forward-looking statements include market prices, exploitation and exploration successes, continuity of mineralization, uncertainties related to the ability to obtain necessary permits, licenses and title and delays due to third party opposition, changes in government policies regarding mining and natural resource exploration and exploitation, and continued availability of capital and financing, and general economic, market or business conditions. Investors are cautioned that any such statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking statements. For more information, investors should review the Company's continuous disclosure filings at www.sedar.com.

Neither 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.

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