Fermer X Les cookies sont necessaires au bon fonctionnement de 24hGold.com. En poursuivant votre navigation sur notre site, vous acceptez leur utilisation.
Pour en savoir plus sur les cookies...
AnglaisFrancais
Cours Or & Argent en

Batero Gold Corp

Publié le 12 août 2015

Batero Gold Corp. Commences Offer To Acquire CB Gold Inc.

( 0 vote, 0/5 ) Imprimer l'article
  Article Commentaires Commenter Notation Suivre la société  
0
envoyer
0
commenter
Mots clés associés :   Canada |

Batero Gold Corp. Commences Offer To Acquire CB Gold Inc.

BATERO GOLD CORP. COMMENCES OFFER TO ACQUIRE CB GOLD INC.

Toronto, Ontario and Vancouver, British Colombia, August 11, 2015 - Batero Gold Corp. ("Batero") (TSX-V: BAT) and CB Gold Inc. ("CB Gold") (TSX-V: CBJ) are pleased to announce that Batero formally commenced its takeover bid (the "Batero Offer") to acquire all of the issued and outstanding shares of CB Gold (the "CBJ Common Shares") in exchange for cash plus common shares of Batero. Under the terms of the Batero Offer, each CBJ Common Share will be exchanged for 0.3056 of a Batero common share (each whole share, a "Batero Common Share") plus $0.0275 in cash. The Batero Offer will remain open until 5:00 p.m. (Vancouver time) on September 16, 2015 ("Expiry Time"), unless withdrawn or extended.
The Batero Offer provides cash and superior value to CB Gold shareholders ("CB Gold Shareholders"), when compared to the hostile offer from Red Eagle Mining Corp. ("Red Eagle").

Reasons to Accept the Batero Offer

Significant Premium- The Batero Offer implies a value per CBJ Common Share of approximately $0.05, which represents a 44% premium to CBJ Common Shares and a premium of 9% over the implied value of the Red Eagle offer, based on the July 23, 2015 closing prices of CBJ Common Shares, Batero Common Shares and Red Eagle common shares, which was the last trading day for the shares of all three companies prior to Batero's announcement of its intention to make the Batero Offer.

Increased Value Certainty- The 55% cash component of the Batero Offer provides CB Gold Shareholders increased certainty in the value of the transaction. There is no cash component to the Red Eagle offer.

Creating a Well Capitalized Gold Exploration and Development Company- CB Gold Shareholders will continue to participate in one of the best funded exploration and development companies in Colombia. Batero will be focusing its technical and financial resources to advance CB Gold's Vetas Gold Project. Batero had cash and cash equivalents of $12,036,106 as of May

31, 2015. In addition, CB Gold Shareholders will gain exposure to Batero's PEA-stage Batero-
Quinchia project in the Department of Risaralda. Red Eagle provides no clear development plans for the Vetas Gold Project.

Unique Technical Expertise - Batero / Horizonte Strategic Alliance - The combined company will continue to benefit from the technical expertise and financial strengths of the Navarro-Grau Group. The Navarro-Grau Group controls Consorcio Minero Horizonte, which has had a strategic alliance with Batero since 2012. The Navarro-Grau Group of companies produces in excess of 230,000 ounces of gold per year and has 36 years of experience in the exploration, development and operation of underground narrow-vein deposits in Peru. The group has been expanding in Colombia over the last five years and is committed to the mining sector in the country.

Unanimous Recommendation of the CB Gold Board of Directors- CB Gold's board of directors has unanimously approved and recommended that CB Gold Shareholders accept the Batero Offer and reject the Red Eagle offer.

- 2 -

Support of Shareholders - Certain CB Gold Shareholders as well as all of the directors and an officer of CB Gold have entered into lock-up agreements pursuant to which they have agreed to deposit to the Batero Offer all CBJ Common Shares held by them, representing approximately

19.5% of the CBJ Common Shares. When added to the CBJ Common Shares held by Batero, this number rises to 24.4% issued and outstanding CBJ Common Shares committed to the Batero Offer.

Recommendation in favour of the Batero Offer

As previously announced, CB Gold's board of directors unanimously recommends that shareholders TENDER IN FAVOUR of the Batero Offer and REJECT the hostile competing offer from Red Eagle and that any CB Gold Shareholders who have previously tendered their shares into the Red Eagle Offer WITHDRAW them immediately. CB Gold's board of directors has determined that the terms of the Batero Offer are superior to the hostile Red Eagle offer and that the Batero Offer is in the best interests of CB Gold Shareholders.

Fabio Capponi, President and CEO of CB Gold stated: "We are delighted with the Batero Offer which is clearly superior to the opportunistic and hostile offer from Red Eagle. The Batero Offer provides CB Gold's shareholders with a better premium, significant cash value, and superior development prospects of the Vetas Gold Project as Batero is backed by a world-class low-cost gold producer. With the certainty of cash and the future benefits of the Vetas Gold Project, I look forward to creating value for shareholders in this difficult market."

Roger Moss, President and CEO of Batero Gold stated: "Batero Gold has recently focused on preserving its treasury and reviewing acquisition opportunities. As such we are excited to achieve this milestone and formally commence our bid for CB Gold and the Vetas project. Our experience operating in Colombia combined with our strategic alliance with experienced miners, Consorcio Minero Horizonte, part of the Navarro-Grau group, will enable us to advance the Vetas project in a timely manner for the benefit of all stakeholders."

About the Batero Offer

The Batero Offer is for all of the issued and outstanding CBJ Common Shares, including any CBJ Common Shares that may become issued and outstanding upon the exercise of existing CB Gold convertible securities, and will be open for acceptance for 36 days, unless extended or withdrawn. The Batero Offer is subject to certain customary conditions including the deposit under the Batero Offer of CBJ Common Shares representing not less than 50.1% of CBJ Common Shares then outstanding, and there shall not have occurred any change, condition, event or development which has had, or which could reasonably be expected to have, a material adverse effect in respect of CB Gold. Batero may waive the conditions of the Batero Offer in certain circumstances. The Batero Offer is not subject to the approval of Batero's shareholders and is not subject to any financing or due diligence conditions.
If the Batero Offer is accepted by CBJ Shareholders who, in the aggregate, hold at least: (a) 90% of the issued and outstanding CBJ Common Shares as at the Expiry Time (excluding CBJ Common Shares held by Batero and its affiliates), Batero intends to acquire those CBJ Common Shares that were not acquired under the Batero Offer pursuant to a compulsory acquisition procedure under the Business Corporations Act (British Columbia) (the "Act"); or (b) 66 2/3% of the issued and outstanding CBJ Common Shares as at the Expiry Time (excluding CBJ Common Shares held by Batero and its affiliates), Batero intends to the acquire those CBJ Common Shares not acquired under the Batero Offer by way of other acquisition procedures in accordance with the Act.

- 3 -


The full details of the Batero Offer are set out in a takeover bid circular ("Circular") and accompanying offer documents, which Batero has filed with Canadian securities regulatory authorities on SEDAR and will mail to CB Gold Shareholders. CB Gold Shareholders are encouraged to carefully review the Batero Offer and Circular, which contains the full terms and conditions of the Batero Offer as well as detailed instructions on how to tender their CBJ Common Shares to the Batero Offer. It is expected that a directors' circular which will set out the unanimous recommendation by the board of directors of CB Gold that CB Gold Shareholders accept the Batero Offer will be mailed shortly after the mailing of the Batero Offer and Circular.
This press release does not constitute an offer to buy or an invitation to sell, or the solicitation of an offer to buy or invitation to sell, any securities of Batero or CB Gold. Such an offer may only be made pursuant to an offer and takeover bid circular filed with the securities regulatory authorities in Canada and pursuant to registration or qualification under the securities laws of any other such jurisdiction.

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 the Information Agent, Kingsdale Shareholder Services at 1-866-581-0506 (North American Toll-Free) or 416-867-2272 (Collect Calls) or by email at [email protected]

Shareholders should also contact Kingsdale for assistance if they have tendered their shares to the Red Eagle Offer in order to WITHDRAW them immediately

CB Gold Shareholders who wish to accept the Batero Offer may do so before the Expiry Time by delivering to Kingsdale Shareholder Services (the "Depositary") (a) certificates representing the CBJ Common Shares to be tendered, (b) a properly completed and executed letter of transmittal (the "Letter of Transmittal") or a manually executed facsimile, and (c) any other documents required by the instructions set out in the Letter of Transmittal or Circular. The Letter of Transmittal will accompany the Batero Offer and Circular, and will specify the offices of the Depositary at which valid deposits under the Batero Offer may be made. Alternatively, CB Gold Shareholders may follow the procedure for guaranteed delivery using a notice of guaranteed delivery, as described in the Batero Offer and Circular. CB Gold Shareholders whose CBJ Common Shares are registered in the name of an investment dealer, stockbroker, bank, trust company or other nominee should contact that nominee for assistance if they wish to accept the Batero Offer.

Advisors

Batero's financial advisor is TD Securities Inc. and its legal advisor is Bennett Jones LLP. Kingsdale
Shareholder Services has also been retained as Information Agent and Depositary. CB Gold's legal advisor is Stikeman Elliott LLP.

About Batero

Batero Gold 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. In pursuing these objectives, Batero plans to leverage

- 4 -


its secure treasury position, strong regional relationships, experienced management team, and long-term financial partners. Common shares of the Vancouver-based company trade on the TSX Venture Exchange under the symbol "BAT".

About CB Gold

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 assistance with the Batero Offer please contact the Depositary and Information Agent:

Kingsdale Shareholder Services
North American Toll-Free: 1-866-581-0506
Collect Calls Outside North America: 416-867-2272
Facsimile: 416-867-2271
Email: [email protected]

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.

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. Any statements or information that express or involve discussions with respect to intentions, predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, using words or phrases such as "expects", "anticipates", "believes", "plans", "estimates", "intends", "targets", "goals", "forecasts", "objectives", "potential" or variations thereof or stating that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved, or the negative of any of these terms and similar expressions) are not statements of historical fact and may be forward-looking statements or information and are intended to identify forward-looking information.

Although Batero and CB Gold believe 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 from those in forward-looking statements include market prices, exploitation and exploration successes, continued availability of capital and financing, and general economic, market or business conditions. There can be no assurances that such statements will prove accurate and, therefore, readers are advised to rely on their own evaluation of such uncertainties. Forward-looking statements and information are subject to a variety of known and unknown risks, uncertainties and other factors that could cause actual events or results to differ from those reflected in the forward-looking statements or information. Such factors include, among others, risks relating to the completion of the transactions described herein; risks relating to property interests; the global economic climate; metal prices; dilution; environmental risks and non-governmental actions.

Batero and CB Gold's forward-looking statements and information are based on the assumptions, beliefs, expectations and opinions of management as of the date of this press release, and, other than as required by applicable securities laws, Batero does not assume any obligation to update forward-looking statements or information in the event that circumstances or management's assumptions, beliefs,

- 5 -

expectations or opinions should change, or there should occur or develop changes in any other events affecting such statements or information. For the reasons set out above, investors should not place undue reliance on forward-looking statements and information. 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 (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

Lire la suite de l'article sur www.noodls.com
Données et statistiques pour les pays mentionnés : Canada | Tous
Cours de l'or et de l'argent pour les pays mentionnés : Canada | Tous

Batero Gold Corp

EXPLORATEUR
CODE : BAT.V
ISIN : CA0705051021
Suivi et investissement
Add to watch list Add to your portfolio Add or edit a note
Ajouter une alerte Ajouter aux Watchlists Ajouter au portefeuille Ajouter une note
ProfilIndicateurs
de Marché
VALEUR :
Projets & res.
Communiqués
de Presse
Rapport
annuel
RISQUE :
Profile actifs
Contactez la cie

Batero Gold est une société d’exploration minière d'or basée au Canada.

Son principal projet en exploration est BATERO QUINCHIA en Colombie.

Batero Gold est cotée au Canada. Sa capitalisation boursière aujourd'hui est 6,3 millions CA$ (4,6 millions US$, 4,3 millions €).

La valeur de son action a atteint son plus haut niveau récent le 04 mars 2011 à 6,57 CA$, et son plus bas niveau récent le 08 septembre 2023 à 0,02 CA$.

Batero Gold possède 115 182 383 actions en circulation.

Votre avis nous interesse, merci de laisser un commentaire ou de noter cet article.
Evaluer : Note moyenne :0 (0 vote) Voir les mieux notés
 
Financements de Batero Gold Corp
02/11/2012Announces Private Placement of $17.8 Million at 46% Premium ...
30/04/2012Closes $6.3 Million Special Warrant Financing
16/04/2012Announces Upsize to Proposed Special Warrant Financing for G...
28/11/2011Announces Closing of C$7.2 Million Bought Deal Private Place...
Attributions d'options de Batero Gold Corp
21/02/2011Grants Options
Nominations de Batero Gold Corp
29/06/2012Announces Appointments to Advisory Board and Director Resign...
28/06/2012Appoints Leonard (Len) Harris to Board of Directors
14/12/2011Announces Appointment of Dr. Darryl Lindsay to Senior Vice P...
05/10/2011Appoints Dr. Darryl Lindsay as Chief Operating Officer
Projets de Batero Gold Corp
13/09/2012Expands Higher Grade Core of Oxidized Gold Mineralization at...
26/07/2012Reports Additional Metallurgical Results from La Cumbre Depo...
20/07/2012Commences Drill Program at La Cumbre Deposit
18/07/2012Announces Work Program to Assess Development of La Cumbre De...
22/03/2012Reports Preliminary Oxide Resource Potential and Metallurgic...
27/02/2012Initial 43=2D101 Resource Estimate
13/01/2012RELEASES FINAL DRILL RESULTS FROM 55=2C755 METRE DRILL PROGR...
15/12/2011Extends Mineralization
13/12/2011secures 100 percent ownership of surface rights in immediate...
07/12/2011Drill Results News Release
16/09/2011Drills Vertical Hole Intersecting 751.00 metres Grading 0.54...
10/05/2011Completes 100% Acquisition of Two Historic Gold Mines on Bat...
01/04/2011PDAC- Toronto March 2011 - Batero-Quinchia Project Colombia ...
07/03/2011(Batero Quinchia)Intersects 460.00 Metres Grading 0.70 g/t Gold and 0.12% Cop...
17/02/2011(Batero Quinchia)Intersects 519.70 Metres Grading 0.80 G/T Gold and 0.14% Cop...
11/02/2011Initiates Preliminary Metallurgical Testing on the Batero-Qu...
Communiqués de Presse de Batero Gold Corp
01/12/2015Batero Gold Corp. Appoints Juan David Uribe as Chairman
06/11/2015Batero Gold Corp. Closes Private Placement With CB Gold
15/10/2015Batero Gold Corp. Appoints Mr. Felipe Ferraro as President a...
08/10/2015Batero Gold Corp. Acquires Common Shares of CB Gold Inc. Pur...
06/10/2015Batero Acquires All CB Gold Common Shares Deposited to the B...
24/09/2015Batero to Acquire All Shares Tendered to Its Superior Offer ...
18/09/2015Batero Remains Committed to Its Superior Offer and Extends B...
15/09/2015Batero Bid Remains the Best Option for CB Gold Shareholders
15/09/2015Batero Gold Corp. Acquires Common Shares of CB Gold Inc. in ...
12/09/2015Red Eagle's Allegations Dismissed by BCSC -- Batero's Bid Re...
09/09/2015Batero Gold Corp. Acquires Common Shares of CB Gold Inc. in ...
09/09/2015Batero Mails Increased Offer to Acquire CB Gold and Acquires...
08/09/2015Batero Announces Entering Into of a Letter of Intent for Pro...
05/09/2015Batero Significantly Raises Offer to Acquire CB Gold
04/09/2015Batero Gold Corp. Acquires Common Shares of CB Gold Inc. in ...
01/09/2015Batero Gold Corp. Acquires Common Shares of CB Gold Inc. in ...
27/08/2015Batero Gold Corp. Acquires Common Shares of CB Gold Inc. in ...
25/08/2015Batero Gold Corp. Reaffirms Superior Proposal to Acquire All...
25/08/2015Batero Gold Corp. Acquires Common Shares of CB Gold Inc. in ...
21/08/2015Batero Gold Corp. Acquires Common Shares of CB Gold Inc. Thr...
12/08/2015Batero Gold Corp. Commences Offer To Acquire CB Gold Inc.
11/08/2015Batero Gold Corp. Commences Offer to Acquire CB Gold Inc.
24/07/2015IIROC Trading Resumption - BAT
24/07/2015Batero Gold Announces Friendly Acquisition of CB Gold
24/07/2015IIROC Trading Halt - BAT
09/07/2015Batero Samples 2.64 g/t Au in La Cumbre Oxide
24/03/2015Investors See A Silver Lining In Europe's Plain Packaging La...
01/03/2015Batero Provides Exploration and Corporate Update
28/01/2015Batero Reports Results of Oxide Sampling Program
18/12/2014Batero Provides Corporate Update
03/06/2014Batero Provides Corporate Update
08/04/2014Batero Launches Corporate Shared Value Alliance Program In Q...
05/11/2013Announces Preliminary Economic Assessment for the Batero-Qui...
02/10/2013Receives Confirmation of Registration of Concession Contract
19/09/2013Provides Corporate Update
19/09/2013PRESIDENT AND CEO STEPS DOWN
18/06/2013to Commence Drilling On Two New Oxide Targets at La Cumbre
14/05/2013Provides Corporate Update
21/03/2013Releases 2012 CSR Report=2C Outlines Key Programs Integral T...
07/01/2013Announces Conversion of Subscription Receipts and New Board ...
05/07/2012Adopts Shareholder Rights Plan
18/06/2012Announces Receipt for Final Prospectus for the Qualification...
15/05/2012Clarifies Technical Disclosure
14/03/2012Files NI 43=2D101Technical Report and Announces 2012 Plans
14/03/2012Files 43=2D101 on Sedar and Provides Update
18/01/2012in Globe and Mail Newspaper + Presentation Invitation
16/01/2012Concession Agreement Confirmation
12/10/2011Reports Further Drilling Results from Batero-Quinchia Projec...
30/08/2011Reports Further Drilling Results from Batero-Quinchia Projec...
19/05/2011Drills Deepest Mineralized Intercept to Date in Vertical Hol...
05/05/2011Provides Corporate Update
Publication de commentaires terminée
 
Dernier commentaire publié pour cet article
Soyez le premier à donner votre avis
Ajouter votre commentaire
TSX-V (BAT.V)
0,055-15.38%
TSX-V
CA$ 0,055
29/04 11:38 -0,010
-15,38%
Cours préc. Ouverture
0,065 0,055
Bas haut
0,055 0,055
Année b/h Var. YTD
0,030 -  0,065 83,33%
52 sem. b/h var. 52 sem.
0,020 -  0,065 57,14%
Volume var. 1 mois
20 000 83,33%
24hGold TrendPower© : -17
Produit
Développe
Recherche Gold
 
 
 
Analyse
Interactive chart Add to compare
Graphique
interactif
Imprimer Comparer Exporter
Vous devez être connecté pour accéder au portefeuille (gratuit)
Top Newsreleases
LES PLUS LUS
Variation annuelle
DateVariationMaxiMini
2024120,00%
202325,00%0,040,02
2022-73,33%0,110,02
2021-31,82%0,160,06
202083,33%0,130,05
 
Graphique 5 ans
 
Graphique 3 mois
 
Graphique volume 3 mois
 
 
Nouvelles des Sociétés Minières
Plymouth Minerals LTDPLH.AX
Plymouth Minerals Intersects Further High Grade Potash in Drilling at Banio Potash Project - Plannin
0,12 AU$-8,00%Trend Power :
Santos(Ngas-Oil)STO.AX
announces expected non-cash impairment
7,66 AU$-0,78%Trend Power :
Oceana Gold(Au)OGC.AX
RELEASES NEW TECHNICAL REPORT FOR THE HAILE GOLD MINE
2,20 AU$+0,00%Trend Power :
Western Areas NL(Au-Ni-Pl)WSA.AX
Advance Notice - Full Year Results Conference Call
3,86 AU$+0,00%Trend Power :
Canadian Zinc(Ag-Au-Cu)CZN.TO
Reports Financial Results for Q2 and Provides Project Updates
0,12 CA$+4,55%Trend Power :
Stornoway Diamond(Gems-Au-Ur)SWY.TO
Second Quarter Results
0,02 CA$+100,00%Trend Power :
McEwen Mining(Cu-Le-Zn)MUX
TO ACQUIRE BLACK FOX FROM PRIMERO=C2=A0
12,22 US$-0,33%Trend Power :
Rentech(Coal-Ngas)RTK
Rentech Announces Results for Second Quarter 2017
0,20 US$-12,28%Trend Power :
KEFIKEFI.L
Reduced Funding Requirement
0,52 GBX-0,76%Trend Power :
Lupaka Gold Corp.LPK.V
Lupaka Gold Receives First Tranche Under Amended Invicta Financing Agreement
0,06 CA$+0,00%Trend Power :
Imperial(Ag-Au-Cu)III.TO
Closes Bridge Loan Financing
2,64 CA$+0,00%Trend Power :
Guyana Goldfields(Cu-Zn-Pa)GUY.TO
Reports Second Quarter 2017 Results and Maintains Production Guidance
1,84 CA$+0,00%Trend Power :
Lundin Mining(Ag-Au-Cu)LUN.TO
d Share Capital and Voting Rights for Lundin Mining
16,48 CA$+1,54%Trend Power :
Canarc Res.(Au)CCM.TO
Canarc Reports High Grade Gold in Surface Rock Samples at Fondaway Canyon, Nevada
0,26 CA$+4,08%Trend Power :
Havilah(Cu-Le-Zn)HAV.AX
Q A April 2017 Quarterly Report
0,23 AU$+9,52%Trend Power :
Uranium Res.(Ur)URRE
Commences Lithium Exploration Drilling at the Columbus Basin Project
6,80 US$-2,86%Trend Power :
Platinum Group Metals(Au-Cu-Gems)PTM.TO
Platinum Group Metals Ltd. Operational and Strategic Process ...
1,90 CA$+1,06%Trend Power :
Devon Energy(Ngas-Oil)DVN
Announces $340 Million of Non-Core Asset Sales
53,08 US$+0,70%Trend Power :
Precision Drilling(Oil)PD-UN.TO
Announces 2017Second Quarter Financial Results
8,66 CA$-0,35%Trend Power :
Terramin(Ag-Au-Cu)TZN.AX
2nd Quarter Report
0,04 AU$+5,56%Trend Power :