Batero Gold Corp.
TSX VENTURE : BAT

Batero Gold Corp.

September 08, 2015 20:28 ET

Batero Mails Increased Offer to Acquire CB Gold and Acquires Shares of CB Gold in the Open Market

TORONTO, ONTARIO--(Marketwired - Sept. 8, 2015) - Batero Gold Corp. ("Batero" or the "Company") (TSX VENTURE:BAT) is pleased to announce, further to its press releases on September 4, 2015 and September 8, 2015, a notice of variation and extension (the "Notice") outlining a significant increase to its previous offer to acquire all of the outstanding common shares (the "CBJ Common Shares") of CB Gold Inc. ("CB Gold") to $0.06 per CBJ Common Share (the "Batero Offer") is being mailed to shareholders of CB Gold. In addition, Batero has extended the Batero Offer until 11:59 p.m. on September 18, 2015. CB Gold's board of directors unanimously supports the Batero Offer and unanimously recommends that CB Gold shareholders tender to the Batero Offer. Batero is also pleased to announce that it has acquired today 1,537,000 CBJ Common Shares on certain published markets, including the TSX Venture Exchange.

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.

As outlined in the Notice, CB Gold shareholders who tender to the Batero Offer will be entitled to receive, at their option, for each CBJ Common Share either $0.06 in cash (the "Cash Alternative") or 0.8 of a Batero common share (the "Share Alternative"), in each case subject to proration. The maximum amount of cash payable by Batero under the Batero Offer will be equal to one half (approximately $5.4 million) of the total consideration. The maximum number of shares issuable by Batero under the Batero Offer will be approximately 72.3 million (based on the number of CBJ Common Shares outstanding on September 4, 2015). The Batero Offer will now be open for acceptance until 11:59 p.m. on September 18, 2015, unless further extended or withdrawn.

In connection with the Batero Offer, a revised letter of transmittal and a revised notice of guaranteed delivery accompany the Notice and replace the original letter of transmittal and the original notice of guaranteed delivery. Shareholders who: (i) have validly deposited and not withdrawn their CBJ Common Shares; and (ii) wish to elect the Cash Alternative do not need to take any further action to accept the Batero Offer. Shareholders who: (i) have validly deposited and not withdrawn their CBJ Common Shares using the appropriate original letter of transmittal and, if applicable, an original notice of guaranteed delivery; and (ii) wish to elect the Share Alternative must follow the procedures set out in the Notice and submit either a revised letter of transmittal or a revised notice of guaranteed delivery.

The Notice, revised letter of transmittal and revised notice of guaranteed delivery have been filed with the Canadian securities regulatory authorities and are available for review on SEDAR at www.sedar.com.

The Batero Offer provides CB Gold shareholders far superior value, with a significant cash component and participation in the upside of Batero's projects.

Acquisition of CBJ Common Shares in the Open Market

Batero has acquired today 1,537,000 CBJ Common Shares on certain published markets, including the TSX Venture Exchange. In accordance with securities laws, Batero had previously disclosed in its take-over bid circular in respect of the Batero Offer, that the Company may effect market purchases of CBJ Common Shares during the period of the Batero Offer.

The highest price paid by Batero for the CBJ Common Shares today was $0.05 per CBJ Common Share. An aggregate of 8,928,464 CBJ Common Shares (including the CBJ Common Shares purchased by Batero today) have been purchased in published markets since the commencement of the Batero Offer on August 11, 2015, at an average price of $0.0453 per CBJ Common Share.

Including the CBJ Common Shares acquired by Batero today, the Company owns an aggregate of 16,991,000 CBJ Common Shares.

How to Tender CB Gold Common Shares to the Batero Offer

All questions regarding the Batero Offer and how to tender CBJ 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 CBJ Common 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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