CBR Gold Corp.

CBR Gold Corp.

March 25, 2010 17:32 ET

CBR Gold Corp. to Complete Spin-Out Transaction on April 9, 2010

EDMONTON, ALBERTA--(Marketwire - March 25, 2010) - CBR Gold Corp. (TSX VENTURE:CBG)(FRANKFURT:C3M) ("CBG") is pleased to announce that the conditions to the proposed Plan of Arrangement ("Arrangement") have been satisfied and that it intends to file Articles of Arrangement with the Registrar of Corporations for Alberta and take all necessary steps to complete the Arrangement following the close of business (4:30 pm) on Friday, April 9, 2010 ("Effective Time").

Shareholders of CBG approved the Arrangement at their Annual General and Special Meeting held March 24, 2010 and the Court of Queen's Bench of Alberta granted a Final Order on March 25, 2010. The TSX Venture Exchange ("Exchange") has conditionally accepted the listing of the common shares of North Country Gold Corp. ("NCG Shares"), subject to the filing of final documentation and payment of filing fees. Particulars of the Arrangement are set forth in the Information Circular and Proxy Statement of CBG dated February 19, 2010, which may be viewed at www.sedar.com.

CBG Shareholders of Record to Receive NCG Shares

Only CBG Shareholders ("Shareholders") whose names appear on the register of Shareholders ("Register") at the Effective Time will be entitled to receive NCG Shares pursuant to the Arrangement. Therefore, holders of CBR warrants and options, and any person wishing to become a Shareholder in order to receive NCG Shares pursuant to the Arrangement should ensure that they allow sufficient time for any transactions involving common shares of CBR Gold Corp. ("CBG Shares") to settle and their names to be recorded on the Register as at the Effective Time.

Re-Pricing of CBG Warrants Outstanding Following Arrangement

There are currently warrants ("Warrants") outstanding to acquire an aggregate of 4,297,000 CBG Shares at an exercise price of $0.65 per CBR Share. The Warrants will expire on December 11, 2014, subject to an acceleration clause which would require early exercise 30 days following the issuance by the Corporation of a news release that the closing price of the CBG Shares exceeded $1.00 for 10 consecutive trading days.

The Board of Directors of the Corporation ("Board") proposed, subject to Exchange approval, that the exercise price of Warrants outstanding following completion of the Arrangement be amended to $0.40 per CBG Share. The Exchange did not approve the proposed amendment but has instead approved an amendment of the exercise price to not less than the average of the closing prices of the CBG Shares for the five trading days immediately following completion of the Arrangement.

The Board has determined that it will retain the discretion to amend the exercise price of the Warrants pending determination of the closing prices of the CBG Shares. Accordingly, any amendment to the exercise price of the Warrants will not take effect until the sixth trading day following completion of the Arrangement, if at all, and may be more or less than $0.40 per Common Share, but will be no higher than the current original $0.65 per CBG Share exercise price.

Change of Name and Spin-Out Transaction

Pursuant to the Arrangement, CBG will change its name to Niblack Mineral Development Inc. and will retain its interests in the Alaskan VMS exploration properties and camp assets located in Southeastern Alaska (Niblack, Ruby Tuesday and Khayyam) as well as an extensive proprietary database focused on this region and working capital of approximately $1.5 million.

Prior to the Effective Time, CBG will transfer working capital, marketable securities and 100% owned Canadian and Australian assets, including the high-grade Three Bluffs deposit in Nunavut, Canada to North Country Gold Corp. in exchange for a right which entitles it to acquire an amount of NCG Shares equal to the number of issued and outstanding CBG Shares at the Effective Time.

Pursuant to the Arrangement, CBG Shareholders will receive one NCG Share for each CBG Share held at the Effective Time, thereby retaining their position in CBG, while gaining an equivalent number of shares in newly formed North Country Gold Corp.

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

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.

Contact Information

  • CBR Gold Corp.
    Brian Budd
    Director of Corp. Development
    604-646-4525 or toll-free: 1-888-331-2269
    604-646-4526 (FAX)