SOURCE: CB Gold Inc.

CB Gold Inc.

June 30, 2015 20:01 ET

CB Gold Notes Unsolicited Offer and Recommends No Action at This Time

VANCOUVER, BC--(Marketwired - June 30, 2015) - CB Gold Inc. (TSX VENTURE: CBJ) ("CB Gold" or the "Company") notes the unsolicited offer from Red Eagle Mining Corporation ("Red Eagle") to CB Gold shareholders dated June 29, 2015. The all-share offer is on the basis of 0.162 Red Eagle shares for each common share of CB Gold and includes a significant breadth of conditions including the termination of the Company's previously announced C$3.5 million equity financing, a 51% minimum tender condition, and the non-application of the Company's shareholder-approved shareholder rights plan.

CB Gold's board of directors will fully consider the offer and make a recommendation in due course. In the meantime, CB Gold recommends all shareholders refrain from making any decision and take no action at this time until they have been advised of the board's recommendation.

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.

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 completion and anticipated benefits 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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