SOURCE: CB Gold Inc.

CB Gold Inc.

October 29, 2015 17:38 ET

CB Gold Inc. Announces Restructuring Agreement With Key Shareholders and Financing

VANCOUVER, BC--(Marketwired - October 29, 2015) - CB Gold Inc. (TSX VENTURE: CBJ) ("CB Gold" or the "Company") is pleased to announce it has signed a restructuring agreement (the "Restructuring Agreement") with its principal shareholders, Red Eagle Mining Corporation ("Red Eagle") and Batero Gold Corp. ("Batero"). Red Eagle and Batero hold approximately 50.0% and 38.7%, respectively, of the Company's outstanding shares. Under the terms of the Restructuring Agreement, CB Gold, Batero and Red Eagle have agreed that:

  • Upon completion of certain tasks the current board, CEO and CFO of CB Gold will resign in favour of Red Eagle nominees.
  • Batero shall have the right to maintain its pro-rata interest in the Company.
  • Batero shall have the right to nominate directors to the CB Gold board in proportion to its ownership interest under certain circumstances, including if Batero maintains its pro-rata ownership in the Company.
  • Subject to TSX Venture Exchange approval, Red Eagle and Batero intend to subscribe, in aggregate, for 30,000,000 CB Gold shares at $0.06 per share for gross proceeds of $1,800,000 (the "Financing"). Red Eagle and Batero intend to complete the Financing in a way that maintains their pro-rata ownership interests in CB Gold. On closing, the Financing shall be used to fund working capital to pay prescribed liabilities such that the Company can continue to operate.
  • The restructuring and proposed financing is expected to close on November 5, 2015 or such other date as the parties may agree.

Pursuant to the Restructuring Agreement, Batero and CB Gold have entered into a Maintenance Right Agreement dated October 29, 2015 ("Maintenance Right Agreement") thus terminating the support agreement dated July 23, 2015 between Batero and CB Gold, as amended September 4, 2015 and September 23, 2014 (collectively, the "Support Agreement").

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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