SOURCE: CB Gold Inc.

CB Gold Inc.

July 24, 2015 20:33 ET

CB Gold Inc. Announces Closing of C$575,000 Non-Brokered Private Placement

VANCOUVER, BC--(Marketwired - July 24, 2015) -

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CB Gold Inc. (TSX VENTURE: CBJ) ("CB Gold" or the "Company") is pleased to announce the closing of its previously announced non-brokered private placement (the "Private Placement") of 11,500,000 common shares (the "Common Shares") at a price of C$0.05 per Common Share for gross proceeds of C$575,000. No commission was paid in connection with the Private Placement. Batero Gold Corp. ("Batero" or the "Offeror") was the sole participant to the Private Placement. As announced earlier today, Batero has agreed, subject to the terms and conditions of the Support Agreement signed with the Company, to make an offer to acquire all of the outstanding common shares of CB Gold for a combination of C$0.0275 in cash plus 0.3056 of a Batero Common share for each CB Gold share by way of a take-over bid (the "Batero Offer").

Fabio Capponi, CEO of CB Gold commented, "We are very pleased with the support shown by Batero's Board and its team. This financing strengthens CB Gold's balance sheet and allows us to move towards the creation of a well financed and technically solid player in the junior mining space."

CB Gold intends to use the proceeds from the Private Placement to fund working capital including pending liabilities and for general corporate purposes.

Copies of the Support Agreement, lock-up agreements, take-over bid circular, directors' circular and certain other related documents will be filed with securities regulation and will be available on SEDAR at www.sedar.com.

Recommendation in favour of the Batero Offer

As announced earlier today, the Company's board of directors unanimously recommends that shareholders TENDER IN FAVOUR of the Batero Offer when it is made, which is expected to be by August 11, 2015. At the current time, the Company has signed a Support Agreement with Batero, confirms that approximately 19.5% of the Company's shares have agreed to be locked up in favour of the Batero Offer, and looks forward to receiving the strong premium Batero Offer which provides a combination of cash and Batero shares to CB Gold shareholders. CB Gold's board of directors has determined that the terms of the Batero Offer are superior to the hostile Red Eagle offer and that the Batero Offer will be in the best interests of shareholders.

Rejection of previously announced Red Eagle Offer

In contrast to the Batero Offer and as announced on July 14, 2015, the Company's board of directors has voted unanimously to recommend that shareholders REJECT the hostile offer by Red Eagle Mining Corporation ("Red Eagle") to acquire all of the outstanding common shares of CB Gold at a price of 0.162 Red Eagle shares per CB Gold share. CB Gold's board of directors has determined that the Red Eagle offer is inadequate and not in the best interests of shareholders. The CB Gold board unanimously recommends that CB Gold shareholders REJECT Red Eagle's hostile offer and NOT TENDER their common shares, and that any CB Gold shareholders who have previously tendered their shares into Red Eagle's offer WITHDRAW them immediately.

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. The Vetas Gold Project consists of a number of existing mines and exploration concessions.

For more information on CB Gold please visit our web site at www.cbgoldinc.com or contact the Company at +1 (604) 630-5870, or info@cbgoldinc.com.

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 news release.

Cautionary Note Regarding Forward-Looking Statements

Information set forth in this news release includes forward-looking statements under applicable securities laws. Forward-looking statements are statements that relate to future, not past, events. In this context, forward-looking statements often address expected future business and financial performance, and often contain words such as "anticipate", "believe", "plan", "estimate", "expect", and "intend", statements that an action or event "may", "might", "could", "should", or "will" be taken or occur, or other similar expressions. All statements, other than statements of historical fact, included herein including, without limitation; statements about the terms and completion of the proposed sale transaction are forward-looking statements. By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, the following risks: failure to satisfy all conditions precedent to the transaction, including disinterested shareholder approval and stock exchange regulatory approval, and the additional risks identified in the management discussion and analysis section of the Company's interim and most recent annual financial statement or other reports and filings with Canadian securities regulators. Forward-looking statements are made based on management's beliefs, estimates and opinions on the date that statements are made and the respective companies undertakes no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change, except as required by applicable securities laws. Investors are cautioned against attributing undue certainty to forward-looking statements.

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