CB Gold Inc.

TSX VENTURE : CBJ


CB Gold Inc.

November 19, 2012 16:40 ET

CB Gold Inc.-Announces C$10 Million Bought Deal Financing

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Nov. 19, 2012) -

NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES.

CB Gold Inc. (TSX VENTURE:CBJ) ("CB Gold" or the "Company") has announced today that it has entered into an agreement with BMO Nesbit Burns Inc. ("BMO Capital Markets"), under which BMO Capital Markets has agreed to buy on bought deal basis by way of a short form prospectus, 11,120,000 common shares (the "Common Shares"), at a price of C$0.90 per Common Share for gross proceeds of C$10,008,00. In addition, CB Gold has agreed to grant BMO Capital Markets an option, exercisable at any time until 30 days following the closing of the offering, to purchase up to an additional 1,668,000 Common Shares to cover over-allotments, if any. In the event that the option is exercised in its entirety, the gross proceeds of the offering to CB Gold will be C$11,509,200.

The net proceeds of the offering will be used for the continued exploration of the Vetas Gold Project and for working capital and general corporate purposes.

The offering will be conducted by way of a short form prospectus to be filed by CB Gold in each of the provinces and territories of Canada, other than Québec, and in the United States on a private placement basis pursuant to exemptions from the registration requirements of the United States Securities Act of 1933, as amended (the "U.S. Securities Act").

The offering is expected to close on or about December 10, 2012 and is subject to customary conditions and receipt by CB Gold of all necessary regulatory approvals, including the approval of the TSX Venture Exchange.

The securities of CB Gold described herein have not been and will not be registered under the U.S. Securities Act, or any state securities laws and may not be offered or sold in the United States unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful.

About CB Gold Inc.:

CB Gold is a mineral exploration company headquartered in Vancouver, British Columbia. CB Gold, through its wholly-owned subsidiary, Leyhat Colombia Sucursal, is actively pursuing the exploration and development of mineral properties in the Republic of Colombia.

Forward-Looking Statements:

Some of the statements contained in this release are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and forward-looking information within the meaning of Canadian securities laws (collectively, "forward-looking statements"), such as estimates and statements that describe the Company's future plans, objectives or goals, including words to the effect that the Company or management expects a stated condition or result to occur. Since forward-looking statements address future events and conditions, by their very nature, they involve inherent risks and uncertainties. Actual results in each case could differ materially from those currently anticipated in such statements.

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