CBR Gold Corp. to Complete Spin-Out Transaction on April 9, 2010
March 25 2010 - 5:32PM
Marketwired
CBR Gold Corp. (TSX VENTURE: CBG)(FRANKFURT: C3M) ("CBG") is
pleased to announce that the conditions to the proposed Plan of
Arrangement ("Arrangement") have been satisfied and that it intends
to file Articles of Arrangement with the Registrar of Corporations
for Alberta and take all necessary steps to complete the
Arrangement following the close of business (4:30 pm) on Friday,
April 9, 2010 ("Effective Time").
Shareholders of CBG approved the Arrangement at their Annual
General and Special Meeting held March 24, 2010 and the Court of
Queen's Bench of Alberta granted a Final Order on March 25, 2010.
The TSX Venture Exchange ("Exchange") has conditionally accepted
the listing of the common shares of North Country Gold Corp. ("NCG
Shares"), subject to the filing of final documentation and payment
of filing fees. Particulars of the Arrangement are set forth in the
Information Circular and Proxy Statement of CBG dated February 19,
2010, which may be viewed at www.sedar.com.
CBG Shareholders of Record to Receive NCG Shares
Only CBG Shareholders ("Shareholders") whose names appear on the
register of Shareholders ("Register") at the Effective Time will be
entitled to receive NCG Shares pursuant to the Arrangement.
Therefore, holders of CBR warrants and options, and any person
wishing to become a Shareholder in order to receive NCG Shares
pursuant to the Arrangement should ensure that they allow
sufficient time for any transactions involving common shares of CBR
Gold Corp. ("CBG Shares") to settle and their names to be recorded
on the Register as at the Effective Time.
Re-Pricing of CBG Warrants Outstanding Following Arrangement
There are currently warrants ("Warrants") outstanding to acquire
an aggregate of 4,297,000 CBG Shares at an exercise price of $0.65
per CBR Share. The Warrants will expire on December 11, 2014,
subject to an acceleration clause which would require early
exercise 30 days following the issuance by the Corporation of a
news release that the closing price of the CBG Shares exceeded
$1.00 for 10 consecutive trading days.
The Board of Directors of the Corporation ("Board") proposed,
subject to Exchange approval, that the exercise price of Warrants
outstanding following completion of the Arrangement be amended to
$0.40 per CBG Share. The Exchange did not approve the proposed
amendment but has instead approved an amendment of the exercise
price to not less than the average of the closing prices of the CBG
Shares for the five trading days immediately following completion
of the Arrangement.
The Board has determined that it will retain the discretion to
amend the exercise price of the Warrants pending determination of
the closing prices of the CBG Shares. Accordingly, any amendment to
the exercise price of the Warrants will not take effect until the
sixth trading day following completion of the Arrangement, if at
all, and may be more or less than $0.40 per Common Share, but will
be no higher than the current original $0.65 per CBG Share exercise
price.
Change of Name and Spin-Out Transaction
Pursuant to the Arrangement, CBG will change its name to Niblack
Mineral Development Inc. and will retain its interests in the
Alaskan VMS exploration properties and camp assets located in
Southeastern Alaska (Niblack, Ruby Tuesday and Khayyam) as well as
an extensive proprietary database focused on this region and
working capital of approximately $1.5 million.
Prior to the Effective Time, CBG will transfer working capital,
marketable securities and 100% owned Canadian and Australian
assets, including the high-grade Three Bluffs deposit in Nunavut,
Canada to North Country Gold Corp. in exchange for a right which
entitles it to acquire an amount of NCG Shares equal to the number
of issued and outstanding CBG Shares at the Effective Time.
Pursuant to the Arrangement, CBG Shareholders will receive one
NCG Share for each CBG Share held at the Effective Time, thereby
retaining their position in CBG, while gaining an equivalent number
of shares in newly formed North Country Gold Corp.
CBR Gold Corp. is a member of the Discovery Group of companies,
for more information on the group visit www.discoveryexp.com.
On behalf of the Board
CBR Gold Corp.
John Williamson, President, CEO & Director
Neither 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.
Contacts: CBR Gold Corp. Brian Budd Director of Corp.
Development 604-646-4525 or toll-free: 1-888-331-2269 604-646-4526
(FAX) www.cbrgold.com
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