|By Marketwired .||
|April 21, 2014 09:16 PM EDT||
TORONTO, ONTARIO -- (Marketwired) -- 04/22/14 -- Michelle Navarro Grau ("MNG") announced that on April 21, 2014, MNG may be deemed to have acquired indirect beneficial ownership of, and/or control or direction over, 3,596,000 common shares of CB Gold Inc. ("CB Gold", and each common share of CB Gold, a "Common Share") which were acquired by Seymour Business Company Inc. ("SBC") through the facilities of the TSX Venture Exchange (the "Transaction"). 3,500,000 of such Common Shares were acquired at a price of $0.12 per share, and 96,000 of such Common Shares were acquired at a price of $0.125 per share.
Immediately following the completion of the Transaction, MNG may be deemed to have beneficial ownership of, and/or control and direction over, directly or indirectly, an aggregate of: (i) 14,679,700 Common Shares of CB Gold (13,333,500 of which are held by SBC, and 1,346,200 of which are held by Thatagata Investment Corp. ("TIC", and with MNG and SBC, the "Filing Parties"), and (ii) 500,000 warrants to purchase Common Shares of CB Gold (each, a "Warrant"), each of which may be exercised to purchase one Common Share at a price of $0.70 per share until October 28, 2015. All 500,000 Warrants are directly held by SBC. MNG may be deemed to exercise control or direction, directly or indirectly, over SBC and TIC. In addition, Sagu Holdings Inc. ("SHI") holds 2,120,000 Common Shares of CB Gold and may be deemed to be acting jointly or in concert with MNG, SBC, and TIC for purposes of Canadian Securities Laws.
Accordingly, immediately following the completion of the Transaction, for purposes of Canadian securities laws MNG (together with SHI, which may be deemed to be acting jointly or in concert with MNG, SBC, and TIC) may be deemed to have beneficial ownership of, and/or control and direction over, directly or indirectly, an aggregate of 17,299,700 Common Shares of CB Gold, or approximately 10.84% of the Common Shares that would have been outstanding at such time assuming the issuance of all 500,000 Common Shares for which the Warrants may be exercised.
For purposes of calculating percentages of Common Shares beneficially owned or over which control or direction is exercised, directly or indirectly, the Filing Parties have assumed that there were 159,586,007 Common Shares outstanding as of the date hereof (assuming the exercise of all Warrants that are the subject of this Report), and assuming that there were 159,086,007 Common Shares outstanding as at March 21, 2014 (without giving effect to the issuance of any Common Shares upon the exercise of Warrants) as disclosed by CB Gold in its Management's Discussion and Analysis for the year ended December 31, 2013, filed on SEDAR on March 26, 2014.
The Filing Parties and SHI acquired beneficial ownership of, and control or direction over, directly or indirectly, the Common Shares that are the subject of this news release for investment purposes. The Filing Parties and SHI intend to review their investment in CB Gold on a continuing basis. Depending on various factors including, without limitation, CB Gold's financial position, the price levels of the Common Shares, conditions in the securities markets and general economic and industry conditions, CB Gold's business or financial condition and other factors and conditions the Filing Parties and SHI deem appropriate from time to time, the Filing Parties and/or SHI may in the future take such actions with respect to their investments in CB Gold as the Filing Parties or SHI deem appropriate including, without limitation, acquiring Common Shares or other securities of CB Gold, and selling or otherwise disposing of some or all of the Common Shares or other securities of CB Gold held by any of them from time to time. In addition, the Filing Parties and/or SHI may formulate other purposes, plans or proposals regarding CB Gold or any of CB Gold's securities to the extent deemed advisable in light of general investment and trading policies, market conditions or other factors or may change their intention with respect to any and all matters referred to above.
Neither the dissemination over the news wires of this news release nor the filing with applicable securities commissions of the related early warning report in connection with the matters disclosed herein in accordance with applicable Canadian securities laws is an admission that any individual or entity named or referred to in this news release owns or controls any described securities or is a joint actor with another individual or entity named or referred to in this news release.
The Filing Parties' addresses are as follows: Michelle Navarro Grau, Avenida Javier Prado Este No. 3580, San Borja, Lima, Peru; SBC and TIC, jiron Crane 102, San Borja, Lima, Peru.
For further information, including to obtain a copy of the report filed by the Filing Parties in accordance with applicable Canadian securities laws, contact the Filing Parties at the address specified below or their Canadian counsel at the number specified below.
Jr. Crane 102 San Borja, Lima 41, Peru Attn: Ernesto Bendezu Tel: +51 (1) 618-1004 Or contact the Filing Parties' Canadian counsel at: Tel: +1 (416) 865-4404
Jr. Crane 102
San Borja, Lima 41, Peru
Attn: Ernesto Bendezu
+51 (1) 618-1004
The Filing Parties' Canadian counsel:
+1 (416) 865-4404