SOURCE: CB Gold Inc.

CB Gold Inc.

June 22, 2015 08:30 ET

CB Gold Inc. Announces Non-Brokered Private Placement of up to C$3,500,000

VANCOUVER, BC--(Marketwired - June 22, 2015) - CB Gold Inc. (TSX VENTURE: CBJ)


CB Gold Inc. (TSX VENTURE: CBJ) ("CB Gold" or the "Company") is pleased to announce that it plans to complete a non-brokered private placement of common shares of the Company for gross proceeds of up to C$3,500,000, to be priced in the context of the market.

CB Gold intends to use the proceeds from the private placement to fund working capital and general corporate purposes.

Completion of the private placement is subject to TSX Venture Exchange approval. Any securities sold in connection with the financing are subject to a hold period of four months and one day under Canadian securities laws.

It is anticipated that Michelle Navarro Grau will, directly or indirectly, participate in the financing. Ms. Grau currently beneficially owns, directly or indirectly, approximately 12% of the outstanding common shares of the Company and accordingly, her participation in the financing is a "related party transaction" within the meaning of Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions ("MI 61-101") and the policies of the TSX Venture Exchange. Exemptions from the requirement for a formal valuation and minority shareholder approval under MI 61-101 are expected to be available pursuant to Section 5.5(b) and Section 5.7(b) of MI 61-101, respectively, because the Company's common shares trade solely on the TSX Venture Exchange and the total funds raised from Ms. Grau will be less than C$2,500,000. On completion of the proposed financing Ms. Grau will beneficially own, directly or indirectly, less than 19.9% of the outstanding common shares of the Company.

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 or contact the Company at +1 (604) 630-5870, or

Cautionary Note Regarding Forward-Looking Statements

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.

The securities of CB Gold described herein 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.

Some of the statements contained in this release are 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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