News & Press Releases

Batero Significantly Raises Offer To Acquire CB Gold

Toronto, Ontario, September 4, 2015

Batero Gold Corp. ("Batero" or the "Company") (TSX-V: BAT) is pleased to announce 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 C$0.06 per CBJ Common Share (the "Amended Batero Offer"). Batero and CB Gold have entered into an amended support agreement to reflect the Amended Batero Offer. CB Gold's board of directors unanimously supports the Amended Batero Offer and unanimously recommends that CB Gold shareholders tender to the Amended Batero Offer.

Key Highlights

  • The Amended Batero Offer represents a substantial 23% premium to the hostile Red Eagle Mining Corporation offer based on September 4, 2015 closing prices.
  • The value of today's Amended 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.
  • CB Gold shareholders who tender to the Amended Batero Offer will be entitled to receive at their option for each CBJ Common Share either $0.06 in cash or 0.80 of a Batero share, in each case subject to pro ration.

In connection with the Amended Batero Offer, Batero will file and mail a notice of variation and extension to CB Gold shareholders. The maximum amount of cash payable by Batero under the Amended 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 Amended Batero Offer will be approximately 72.3 million (based on the number of CBJ Common Shares outstanding on September 4, 2015).

The amended support agreement increases the definition of consideration to reflect the Amended Batero Offer, allows Batero to decrease or waive the minimum tender condition without consent from CB Gold in certain circumstances, and amends the termination fee to US$420,000.

Silvercorp Metals Lock-Up Agreement

Batero is also pleased to announce that it has entered into a lock-up agreement with Silvercorp Metals Inc. ("Silvercorp") pursuant to which Silvercorp has agreed to tender to the Amended Batero Offer all of the CBJ Common Shares held by it. Copies of such lock-up agreement and the amended support agreement will be filed with securities regulators and will be available on SEDAR at www.sedar.com. The lock-up of Silvercorp, a sophisticated party, is a signal of strong support for the Amended Batero Offer.

The Amended Batero Offer provides CB Gold shareholders far superior value and the choice of the certainty of cash or significant upside.

Strategic and Financial Benefits of the Batero Offer

  • Higher Premium and Choice: Based on September 4, 2015 closing prices, the implied value of Batero's offer ($0.06 per CBJ Common Share) is more than 23% higher than the value of the Red Eagle Offer of $0.0486.
  • Flexibility: Batero is offering $0.06 per CBJ Common Share in cash (subject to proration) or 0.80 of a Batero share for those CB Gold shareholders who want to participate in the upside of Batero's projects.
  • Technical and Financial Capacity: Batero has the capacity to unlock value with its objectives of advancing the Vetas and Quinchia projects. CB Gold shareholders electing shares will gain exposure to Batero's PEA-stage Batero-Quinchia project.
  • Board Support: The Batero offer is the only bid which has received unanimous support from CB Gold's board of directors. Including the Silvercorp shares, holders of nearly 30% of CBJ Common Shares have already tendered to the initial Batero offer.
  • CMH Technical Expertise: CB Gold shareholders will benefit from the technical expertise of Consorcio Minero Horizonte ("CMH"). CMH has been in operation for over 35 years, produces more than 250,000 ounces of gold per year in Peru, and has mined close to 3 million ounces over the last two decades.
  • Financial Strength: Batero has demonstrated its financial capacity by providing a cash component and a $575,000 private placement to CB Gold. As of May 31, 2015, adjusting for the private placement, Batero had a cash balance of $11.5 million.

Red Eagle Comparison

Red Eagle is currently focused on construction of its own project which could be subject to delays and cash flow is at risk of being diverted to service the Red Eagle debt. Red Eagle has stated that any attention to Vetas will be subordinate to the main project. Red Eagle's outstanding debt includes a US$60 million credit facility - greater than the unlevered net present value of the Santa Rosa project of approximately US$43 million according to its own feasibility study.

Red Eagle's shares are concentrated in the hands of three mine finance groups and a mining contractor who control more than 60% of shares outstanding. These parties have business objectives which may not align with the interests of all shareholders.

How to Tender CB Gold Common Shares to the Batero Offer

All questions regarding the Batero Offer and how to tender CB Gold 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 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. All statements within, other than statements of historical fact, are to be considered forward looking. 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. Forward-looking statements are subject to various known and unknown risks, uncertainties and other factors including risks relating to the completion of the transactions described herein, property interests, the global economic climate, metal prices, dilution, and environmental risks.

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.