News & Press Releases

Batero Announces Entering Into Of A Letter Of Intent For Property Purchase In The Vetas District To Further Add Strategic Value To CB Gold Proposal; Batero Also Reconfirms Its Improved Superior Offer

Toronto, Ontario, September 8, 2015

Batero Gold Corp. ("Batero" or the "Company") (TSX-V: BAT) is pleased to announce the entering into of a letter of intent with a titleholder in respect of a property that would greatly enhance and complement the properties comprising the CB Gold Inc. ("CB Gold") portfolio in the Vetas district of Santander. In addition, Batero reconfirms its superior and supported offer of $0.06 per CB Gold common share (a "CBJ Common Share") which is payable at the election of CB Gold shareholders either in cash or Batero shares (the "Batero Offer"). The Batero Offer represents a substantial 23% premium to the hostile Red Eagle Mining Corporation ("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.

Key Points

  • Letter of intent for strategic property acquisition in Vetas district
  • Property complements CB Gold portfolio in Santander
  • Batero reconfirms superior $0.06 per share offer
  • 23% premium over Red Eagle's hostile offer
  • 71% premium over July 23, 2015 closing price

Financial Strength and Development Capacity

Batero has the financial strength to provide cash not only to CB Gold shareholders in connection with the Batero Offer but also in respect of developing CB Gold's property portfolio. In addition, Batero has the technical expertise, focus and capacity to develop the CB Gold Vetas gold project on an expedited basis in order to create cash flow for shareholders. Shareholders of CB Gold that tender to Red Eagle's hostile and unsupported bid are running the risk that Red Eagle will not develop the CB Gold Vetas gold project at the expense of developing its own Santa Rosa gold project.

To date, Red Eagle has been unwilling or unable to give CB Gold shareholders the choice in respect of receiving cash for their CBJ Common Shares. The superiority of the Batero Offer is well supported by the facts and figures announced on September 4, 2015. The Batero Offer provides CB Gold shareholders far superior value with a significant cash component and participation in the upside of Batero's projects.

Batero has demonstrated its financial strength by investing $575,000 in CB Gold to keep CB Gold solvent, by committing to provide a significant portion of its consideration in cash, and by partnering with one of the largest Peruvian gold producers, Consorcio Minero Horizonte, to develop the Vetas gold project.

Property Acquisition Details

Sociedad Ordinaria de Minas Coloro S.O.M. Ltda. ("Colorosom") is a company incorporated in Colombia that is beneficially-owned by Mr. Juan David Uribe (a director of Batero). Pursuant to a letter of intent (the "Letter of Intent"), Colorosom has agreed to vend-in a mining property located in Colombia to Batero for consideration of a cash payment for up to 20% of the property's price agreed to between the parties and 80% of the property's purchase price to be paid in either Batero Common Shares and/or shares of CB Gold if the take-over bid offer of Batero is successful.

The property is located in the Municipalities of Vetas and California in the province of Santander, Republic of Colombia and is within close proximity to the CB Gold Vetas gold project. The Letter of Intent is subject to several conditions including the completion of a take-over of CB Gold by Batero pursuant to the Batero Offer.

Independent Review Process

Batero's board intends to establish an independent committee of the Board of Directors to negotiate and evaluate the financial terms and conditions of any definitive agreement entered into in respect of the Colorosom property. Any final value to be assigned to the final purchase price by Batero will be supported to the extent required by applicable securities laws by an independent formal valuation. In addition, any definitive transaction will be subject to the approval of securities regulatory authorities and, if required, by a majority of votes of disinterested shareholders of Batero.

Cash Component - No Illusion

Earlier this morning, Red Eagle publicly stated that Batero's superior offer which includes a significant cash component is illusory. In the spirit of being a frustrated and bitter bidder, Red Eagle is continuing to ignore CB Gold's shareholders' requests of receiving a cash alternative in connection with selling their CBJ Common Shares. On the other hand, many CB Gold shareholders still want to maintain an equity interest in order to benefit from the development of the CB Gold Vetas gold project. By accepting the Batero Offer, CBJ shareholders will be able to do both.

Strategic and Financial Benefits

  • Higher Premium: Based on September 4, 2015 closing prices, Batero's offer of $0.06 per CBJ Common Share is more than 23% higher than Red Eagle's offer of $0.0486.
  • Increased Value: Batero has increased the premium paid to CB Gold shareholders from 44% to 71% based on closing prices on July 23, 2015.
  • Flexible Consideration: $0.06 per CBJ Common Share in cash (subject to proration, maximum 50% in cash) or 0.8 of a Batero share for those wanting upside participation.
  • Technical Capacity: Batero has the technical and financial capacity to unlock value by advancing both the Vetas and Quinchia projects.
  • Board Support: The Batero offer is the only bid with unanimous support from CB Gold's board. Holders of nearly 30% of CBJ Common Shares, including Silvercorp, have tendered.
  • CMH Expertise: CB Gold shareholders benefit from CMH's 35+ years of experience, 250,000 oz/year production, and deep underground mining expertise (100+ km of underground development).
  • Financial Resources: Batero demonstrated financial capacity with $575,000 investment in CB Gold and $11.5 million cash balance (as of May 31, 2015).

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 Red Eagle's debt. Red Eagle has stated that any attention to Vetas will be subordinate to the main project. To date, Red Eagle has not produced an ounce of gold and has not operated a gold mine.

Red Eagle's outstanding debt includes a US$60 million credit facility to build its Santa Rosa project - greater than the unlevered net present value 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 controlling more than 60% of outstanding shares, with business objectives that may not align with all shareholders' interests.

How to Tender CB Gold Common Shares

All questions regarding the Batero Offer 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 for assistance if they have tendered 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.