News & Press Releases
Batero Mails Increased Offer To Acquire CB Gold And Acquires Shares Of CB Gold In The Open Market
Toronto, Ontario, September 8, 2015
Batero Gold Corp. ("Batero" or the "Company") (TSX-V: BAT) is pleased to announce further to its press releases on September 4, 2015 and September 8, 2015, a notice of variation and extension (the "Notice") outlining a significant increase to its previous offer to acquire all of the outstanding common shares (the "CBJ Common Shares") of CB Gold Inc. ("CB Gold") to $0.06 per CBJ Common Share (the "Batero Offer") is being mailed to shareholders of CB Gold. In addition, Batero has extended the Batero Offer until 11:59 p.m. on September 18, 2015. CB Gold's board of directors unanimously supports the Batero Offer and unanimously recommends that CB Gold shareholders tender to the Batero Offer. Batero is also pleased to announce that it has acquired today 1,537,000 CBJ Common Shares on certain published markets including the TSX Venture Exchange.
Key Announcements
- Notice of variation and extension being mailed to CB Gold shareholders
- Increased offer of $0.06 per CBJ Common Share confirmed
- Offer extended until 11:59 p.m. on September 18, 2015
- Acquired 1,537,000 CBJ Common Shares today
- Total ownership: 16,991,000 CBJ Common Shares
The Batero Offer represents a substantial 23% premium to the hostile Red Eagle Mining Corporation ("Red Eagle") offer (the "Red Eagle Offer") based on September 4, 2015 closing prices. The value of the Batero Offer represents a 71% premium to the closing price of CBJ Common Shares on July 23, 2015, the day before the announcement of Batero's initial offer.
Offer Details
As outlined in the Notice, CB Gold shareholders who tender to the Batero Offer will be entitled to receive at their option for each CBJ Common Share either:
- $0.06 in cash (the "Cash Alternative"), or
- 0.8 of a Batero common share (the "Share Alternative")
In each case, subject to proration. The maximum amount of cash payable by Batero under the Batero Offer will be equal to one half (approximately $5.4 million) of the total consideration. The maximum number of shares issuable by Batero under the Batero Offer will be approximately 72.3 million (based on the number of CBJ Common Shares outstanding on September 4, 2015). The Batero Offer will now be open for acceptance until 11:59 p.m. on September 18, 2015 unless further extended or withdrawn.
Shareholder Actions Required
In connection with the Batero Offer, a revised letter of transmittal and a revised notice of guaranteed delivery accompany the Notice and replace the original letter of transmittal and the original notice of guaranteed delivery.
Shareholders who: (i) have validly deposited and not withdrawn their CBJ Common Shares; and (ii) wish to elect the Cash Alternative do not need to take any further action to accept the Batero Offer.
Shareholders who: (i) have validly deposited and not withdrawn their CBJ Common Shares using the appropriate original letter of transmittal and, if applicable, an original notice of guaranteed delivery; and (ii) wish to elect the Share Alternative must follow the procedures set out in the Notice and submit either a revised letter of transmittal or a revised notice of guaranteed delivery.
The Notice, revised letter of transmittal and revised notice of guaranteed delivery have been filed with the Canadian securities regulatory authorities and are available for review on SEDAR at www.sedar.com.
The Batero Offer provides CB Gold shareholders far superior value with a significant cash component and participation in the upside of Batero's projects.
Acquisition of CBJ Common Shares in the Open Market
Batero has acquired today 1,537,000 CBJ Common Shares on certain published markets including the TSX Venture Exchange. In accordance with securities laws, Batero had previously disclosed in its take-over bid circular in respect of the Batero Offer that the Company may effect market purchases of CBJ Common Shares during the period of the Batero Offer.
The highest price paid by Batero for the CBJ Common Shares today was $0.05 per CBJ Common Share. An aggregate of 8,928,464 CBJ Common Shares (including the CBJ Common Shares purchased by Batero today) have been purchased in published markets since the commencement of the Batero Offer on August 11, 2015 at an average price of $0.0453 per CBJ Common Share.
Including the CBJ Common Shares acquired by Batero today, the Company owns an aggregate of 16,991,000 CBJ Common Shares.
How to Tender CB Gold Common Shares to the Batero Offer
All questions regarding the Batero Offer and how to tender CBJ Common Shares should be directed to:
Kingsdale Shareholder Services
North American Toll-Free: 1-866-581-0506
Collect Calls: +1-416-867-2272
Email: contactus@kingsdaleshareholder.com
Shareholders should also contact Kingsdale Shareholder Services for assistance if they have tendered their CBJ Common Shares to the Red Eagle Offer in order to WITHDRAW them immediately and in any event prior to the September 14, 2015 expiry date of the hostile Red Eagle Offer.
For further information, please contact:
Michael Mills
Tel: +1.604.568.6378
Email: info@baterogold.com
About Batero
Batero is a precious and base metals exploration and development company focused on moving the La Cumbre oxide deposit toward a production decision. Once the appropriate level of study has been completed, Batero intends to target the near surface higher grade oxidized gold mineralization at the deposit. Batero is also pursuing opportunities to acquire prospective high-grade, production focused mineral properties in Colombia and Latin America. Common shares of the Vancouver-based company trade on the TSXV under the symbol "BAT".
Forward-Looking Statements
This news release includes forward-looking statements that are subject to risks and uncertainties. Although Batero believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in forward-looking statements. Factors that could cause actual results to differ materially include market prices, exploitation and exploration successes, continued availability of capital and financing, and general economic, market or business conditions.
This news release does not constitute an offer to sell or a solicitation of an offer to sell any securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended.
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 release.