SOURCE: Batero Gold Corp.

Batero Gold Corp.

September 08, 2015 14:37 ET

Batero Announces Entering Into of a Letter of Intent for Property Purchase in the Vetas District to Further Add Strategic Value to CB Gold Proposal; Batero Also Reconfirms Its Improved Superior Offer

TORONTO, ON--(Marketwired - September 08, 2015) - Batero Gold Corp. ("Batero" or the "Company") (TSX VENTURE: BAT) is pleased to announce the entering into of a letter of intent with a titleholder in respect of a property that would greatly enhance and complement the properties comprising the CB Gold Inc. ("CB Gold") portfolio in the Vetas district of Santander. In addition, Batero reconfirms its superior and supported offer of $0.06 per CB Gold common share (a "CBJ Common Share"), which is payable at the election of CB Gold shareholders either in cash or Batero shares (the "Batero Offer"). The Batero Offer represents a substantial 23% premium to the hostile Red Eagle Mining Corporation ("Red Eagle") offer (the "Red Eagle Offer") based on September 4, 2015 closing prices. The value of the Batero Offer represents a 71% premium to the closing price of CBJ Common Shares on July 23, 2015, the day before the announcement of Batero's initial offer.

Batero has the financial strength to provide cash, not only to CB Gold shareholders in connection with the Batero Offer, but also in respect of developing CB Gold's property portfolio. In addition, Batero has the technical expertise, focus and capacity to develop the CB Gold Vetas gold project on an expedited basis in order to create cash flow for shareholders. Shareholders of CB Gold that tender to Red Eagle's hostile and unsupported bid for CB Gold, are running the risk that Red Eagle will not develop the CB Gold Vetas gold project at the expense of developing its own Santa Rosa gold project. To date, Red Eagle has been unwilling or unable to give CB Gold shareholders the choice in respect of receiving cash for their CBJ Common Shares. The superiority of the Batero Offer is well supported by the facts and figures announced on September 4, 2015. The Batero Offer provides CB Gold shareholders far superior value, with a significant cash component and participation in the upside of Batero's projects.

Batero has demonstrated its financial strength by investing $575,000 in CB Gold to keep CB Gold solvent, by committing to provide a significant portion of its consideration in cash and by partnering with one of the largest Peruvian gold producers, Consorcio Minero Horizonte, to develop the Vetas gold project.

Red Eagle is continuing to make misleading and inflammatory statements in respect of the Batero Offer and the actions by the CB Gold Board of Directors. Red Eagle continues to exhibit the behavior of a frustrated and bitter bidder making misleading statements to confuse shareholders. The allegations that have been disseminated by Red Eagle are ill-founded and have been repeatedly made to securities regulators for several months in an effort to discredit CB Gold's Board of Directors and the Batero Offer, yet a material number of CBJ Common Shares have been tendered to the Batero Offer, including those of Silvercorp Metals Inc., a sophisticated investor. The Batero Offer and related financing transaction fully comply with applicable securities laws. Batero will attend the scheduled hearing at the British Columbia Securities Commission (the "Commission") on Thursday, September 10, 2015 that has been requested by Red Eagle and will, among other matters, seek an order from the Commission requiring Red Eagle to disclose the parties with which it has been acting in concert for several months in an effort to disrupt the business and affairs of CB Gold and acquire control of CB Gold in an opportunistic manner.

Batero's financial advisor is TD Securities Inc. and its legal advisor is Bennett Jones LLP. Kingsdale Shareholder Services has also been retained as Information Agent and Depositary.

Property Acquisition

Sociedad Ordinaria de Minas Coloro S.O.M. Ltda. ("Colorosom") is a company incorporated in Colombia that is beneficially-owned by Mr. Juan David Uribe (a director of Batero). Pursuant to a letter of intent (the "Letter of Intent"), Colorosom has agreed to vend-in a mining property located in Colombia to Batero for consideration of a cash payment for up to 20% of the property's price agreed to between the parties and 80% of the property's purchase price to be paid in either Batero Common Shares and/or shares of CB Gold if the take-over bid offer of Batero, as amended by the notice of variation and extension, to acquire all of the outstanding CBJ Common Shares of CB Gold is successful. The property is located in the Municipalities of Vetas and California, in the province of Santander, Republic of Colombia and is within close proximity to the CB Gold Vetas gold project. The Letter of Intent is subject to several conditions, including the completion of a take-over of CB Gold by Batero pursuant to the Batero Offer. Batero's board intends to establish an independent committee of the Board of Directors to negotiate and evaluate the financial terms and conditions of any definitive agreement entered into in respect of the Colorosom property. Any final value to be assigned to the final purchase price by Batero of the Colorosom property will be supported, to the extent required by applicable securities laws, by an independent formal valuation. In addition, any definitive transaction in respect of the acquisition of the Colorosom property by Batero will be subject to the approval of securities regulatory authorities and, if required, by a majority of votes of disinterested shareholders of Batero.

Cash -- Let There be No Confusion: There is No Illusion

Earlier this morning, Red Eagle publicly stated that Batero's superior offer, which includes a significant cash component, is illusory. In the spirit of being a frustrated and bitter bidder, Red Eagle is continuing to ignore CB Gold's shareholders' requests of receiving a cash alternative in connection with selling their CBJ Common Shares. On the other hand, many CB Gold shareholders still want to maintain an equity interest in order to benefit from the development of the CB Gold Vetas gold project. By accepting the Batero Offer, CBJ shareholders will be able to do both.

Strategic and Financial Benefits of the Batero Offer

The Batero Offer provides a higher premium and the choice of value certainty or more upside versus the Red Eagle Offer. Based on September 4, 2015 closing prices, the implied value of Batero's offer, $0.06 per CBJ Common Share, is more than 23% higher than the value of the Red Eagle Offer of $0.0486. Batero has increased the premium paid to CB Gold shareholders from 44% to 71%, based on the closing prices on July 23, 2015, the day before the announcement of Batero's initial offer.

Batero is offering $0.06 per CBJ Common Share in cash (subject to proration such that a maximum of 50% of its total consideration is in cash) or offering 0.8 of a Batero share for each CB Gold share for those CB Gold shareholders who want to participate in the upside of Batero's projects.

Batero has the technical and financial capacity to unlock value for its shareholders going forward with its objectives of advancing both the Vetas and Quinchia projects. CB Gold shareholders electing shares will gain exposure to Batero's PEA-stage Batero-Quinchia project.

Red Eagle is currently focused on construction of its own project, which could be subject to delays, and cash flow is at risk of being diverted to service the Red Eagle debt.

The Batero Offer is supported by CB Gold's Board of Directors. The Batero offer is the only bid which has received unanimous support from CB Gold's board of directors. Including the Silvercorp shares, holders of nearly 30% of CBJ Common Shares have already tendered to the initial Batero offer even though there is time remaining until expiry.

Despite having their bid outstanding for more than 60 days, Red Eagle has not managed to get the majority of CB Gold shareholders to support its inferior proposal.

CB Gold shareholders will benefit from the technical expertise of Consorcio Minero Horizonte ("CMH") on the back of CMH's Strategic Alliance with Batero. CMH has been in operation for over 35 years. CMH has the know-how to help Batero advance the Vetas gold project through permitting and development. CMH produces more than 250,000 ounces of gold per year in Peru and has mined close to 3 million ounces over the last two decades. CMH employs more than 3,500 people. Batero and CB Gold shareholders will be able to draw on CMH's deep underground mining expertise -- throughout its history, CMH has developed more than 100 kilometers of underground headings and sublevels at depths in excess of 700 meters.

Red Eagle has stated that it is focused on developing the Santa Rosa deposit and any attention to Vetas will be subordinate to the main project. To date, Red Eagle has not produced an ounce of gold and has not operated a gold mine, whether underground or open pit.

CB Gold shareholders will benefit from the financial resources of Batero and strong backing of its strategic partner -- CMH. Batero has already demonstrated its financial capacity by providing CB Gold shareholders with a cash component and by providing CB Gold with a $575,000 private placement to keep the company solvent. As of May 31, 2015, adjusting for the private placement, Batero had a cash balance of $11.5 million.

Batero has the backing and support of CMH, which has been a strong technical and financial supporter of Batero since 2012. Given the turbulence in the gold markets, all of Batero's shareholders benefit from the CMH's strategic position in the Company. As the Company unlocks value, all of Batero's shareholders will be completely aligned to benefit.

Meanwhile, Red Eagle has refused to support CB Gold. Red Eagle is coping with a debt burden and has limited resources to divert towards the Vetas project. Red Eagle's outstanding debt includes a US$60 million credit facility to build its own Santa Rosa project. The facility is greater than the unlevered net present value of the Santa Rosa project of approximately US$43 million, according to its own feasibility study (at a discount rate of 8% and gold price of US$1,100/oz).

Red Eagle's shares are concentrated in the hands of three mine finance groups and a mining contractor. These shareholders together control more than 60% of the shares outstanding in Red Eagle. These parties have business objectives which may not align with the interests of all shareholders. They have taken advantage of this control position to extract dilutive royalties, production payments and provide excessive leverage.

How to Tender CB Gold Common Shares to the Batero Offer

All questions regarding the Batero Offer and how to tender CB Gold Common Shares to the Batero Offer should be directed to Kingsdale Shareholder Services, the information agent and depository, at 1-866-581-0506 (North American Toll-Free) or +1-416-867-2272 (Collect Calls) or by email at contactus@kingsdaleshareholder.com.

Shareholders should also contact Kingsdale Shareholder Services for assistance if they have tendered their shares to the Red Eagle Offer in order to WITHDRAW them immediately, and in any event prior to the September 14, 2015 expiry date of the hostile Red Eagle Offer.

About Batero

Batero is a precious and base metals exploration and development company focused on moving the La Cumbre oxide deposit toward a production decision. Once the appropriate level of study has been completed, Batero intends to target the near surface higher grade oxidized gold mineralization at the deposit. Batero is also pursuing opportunities to acquire prospective high-grade, production focused mineral properties in Colombia and Latin America. In pursuing these objectives, Batero plans to leverage its secure treasury position, strong regional relationships, experienced management team, and long-term financial partners. Common shares of the Vancouver-based company trade on the TSXV under the symbol "BAT".

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 includes forward-looking statements that are subject to risks and uncertainties. All statements within, other than statements of historical fact, are to be considered forward looking. Any statements or information that express or involve discussions with respect to intentions, predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, using words or phrases such as "expects", "anticipates", "believes", "plans", "estimates", "intends", "targets", "goals", "forecasts", "objectives", "potential" or variations thereof or stating that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved, or the negative of any of these terms and similar expressions) are not statements of historical fact and may be forward-looking statements or information and are intended to identify forward-looking information.

Although Batero believe 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 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, continued availability of capital and financing, and general economic, market or business conditions. There can be no assurances that such statements will prove accurate and, therefore, readers are advised to rely on their own evaluation of such uncertainties. Forward-looking statements and information are subject to a variety of known and unknown risks, uncertainties and other factors that could cause actual events or results to differ from those reflected in the forward-looking statements or information. Such factors include, among others, risks relating to the completion of the transactions described herein; risks relating to property interests; the global economic climate; metal prices; dilution; environmental risks and non-governmental actions.

Batero's forward-looking statements and information are based on the assumptions, beliefs, expectations and opinions of management as of the date of this press release, and, other than as required by applicable securities laws, Batero does not assume any obligation to update forward-looking statements or information in the event that circumstances or management's assumptions, beliefs, expectations or opinions should change, or there should occur or develop changes in any other events affecting such statements or information. For the reasons set out above, investors should not place undue reliance on forward-looking statements and information. This news release does not constitute an offer to sell or a solicitation of an offer to sell any securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

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