2013

June 20, 2013 Read More →

Cibolan Gold CEO Provides FAQ on Latest Capital Raise

RENO, NV., June 20, 2013 — Cibolan Gold Corporation (OTCQB: CIBG): (www.nevada-goldmine.com) released today an interview with the President and CEO of the Company, Daniel J. Forbush, in which Mr. Forbush responded to a series of questions about the recently announced transaction with Open Gold Corporation and about the agenda items at the upcoming meeting of shareholders tentatively rescheduled for Wednesday, August 28, 2013 at 10:00 a.m. (PDT) in  Reno, Nevada as the Security and Exchange Commission has notified the Company that it intends to review the preliminary prospectus currently filed with and issue a comment letter within 23 days from today.

“As we’ve talked about the objectives of the special shareholders’ meeting, we thought additional information regarding the reverse stock split in particular would be helpful for shareholders,” commented Forbush. “This is rather a unique deal where we’re growing stockholder value with the addition of more capital while restructuring the capital base.”

 

CEO Forbush FAQs

Q: What is the purpose of the special shareholder’ meeting to be held at the end of July?

A: We have announced the agenda for the meeting previously and it remains unchanged. As stated, we want to do five main things:

• To elect five (5) directors to the board of directors;

• To ratify the appointment of Ingenium Accounting Associates as its independent registered public accountants for the next fiscal year;

• To approve a reverse stock split (consolidation) of the company’s issued and outstanding common shares on an up to 20 to1 basis.

• To approve the sale of the Wilson-Independence Gold – Silver Mine pursuant to an Assignment and Purchase Agreement with Open Gold Corp.; and

• To transact such other business as may properly come before the Meeting or any adjournment or postponement thereof.

Q: Why is CIBG doing a reverse stock split? Isn’t this typically a sign a mining company is going under?

A: First, let me clarify that should a reverse stock split be authorized by the shareholders, it will only be used to create a vehicle for the acquisition of a new project or projects to be put in CIBG so that our shareholders have another potential asset after the OPG transaction closes. Remember, after the CIBG / OPG deal is completed, current CIBG shareholders will still hold all their shares in CIBG plus a proportional amount of shares of OPG—therefore holding stock in both companies. CIBG has plans to continue adding assets and building shareholder value. However, the main focus now is getting the Independence Project ready for the production phase by OPG raising the agreed upon capital.

Second, the total number of outstanding CIBG shares is quite large (approximately 350,000,000) and tends to discourage new investors. Over the years, under different management, the shares grew faster than the actual progress of the Independence mining project. Investor-attractive junior mining companies typically have less than 50,000,000 outstanding shares as they near the production phase—the time when most early shareholders see the most growth in value.  Also, a smaller number of shares (we are not dropping shareholders) is ideal for acquisition efforts.

Third, during the period CIBG owns the OPG shares while OPG is receiving the appropriate listing approvals in the US, a prerequisite to our being able to execute the Distribution to our shareholders, the market value of CIBG should mirror 64% of the market value of OPG.  This situation is probably unlike any other Reverse Spit you have seen, in that, the perceived market value of CIBG could be raised to a new height (tied to OPG) as a result of its ownership of 64% of OPG.

Fourth, CIBG has $10 million in Net Operation Loss (NOL) carry forwards, an asset which cannot be monetized for our shareholders with the current number of Outstanding Shares.  Approval of the Reverse Split allows us to provide greater value than just the Independence project.  Upon distribution of the OPG shares to our shareholders, the only assets on the CIBG balance sheet will be the NOL and whatever other projects we can include.  Without a Reverse Split of some level, acquiring another asset for the benefit of our shareholders may be an unachievable objective.

Fifth, this Reverse Split has no impact on the amount of OPG shares that you or any other shareholder will receive.  You will receive the same percentage of OPG shares as your Ownership in CIBG at the time of the Distribution.  The Reverse Split does not change your ownership percentage, but does allow us to continue to finalize the OPG deal, raise new capital from OPG, move the Independence Project nearer to the production phase, identify additional mineralization, and attract new, more traditional investors with listings in the US and Canadian stock markets.

P. S. You should be aware that an investment bank in Canada was requiring a 25 to 1 reverse split as part of a proposed financing and sponsorship to get CIBG listed on a Canadian exchange.  The amount of dilution at current prices that would be required to put the Independence into production would far exceed the corporation’s Authorized Share total as it currently stands.  Nevertheless this is no longer an issue as a result of the OPG transaction.

 

Q: When will the CIBG /OPG deal be completed?

A: We are hopeful the transaction with OPG can close the day of the shareholders meeting or the day after which should sometime in mid to late August. With respect to the distribution of OPG shares, we are doing everything we can to insure we are meeting the regulatory requirements in the US and Canada.  The expected time frame for the Distribution of shares is anywhere from 3 to 6 months after the transaction itself closes.  The timeframe identified in the agreement is a “worst case scenario” required to be included by the Canadian regulators.  It is in our best interest to accelerate the Distribution.  We will do everything in our power to have the Distribution completed in the first quarter of the 2014.  We have no expectation that that the Distribution will happen in any other way than described.  However we cannot control the regulators or other people.

 

Q: Won’t the CIBG stock price gradually drop back down again after the reverse split as usually happens to penny stocks?

A: We don’t believe so. After the deal is completed, the value of CIBG stock is closely tied to the ownership value of OPG’s stock that’s linked to the vibrant Independence project and any other future projects incorporated into the CIBG umbrella.

 

Q: How do we ensure the money raised is properly used by OPG?

A: CIBG management will be in a position to have significant input to the Board of Directors of OPG and the agreement requires that 85% of the funding is to be spent on the Independence Project and working Capital..

 

Mr. Forbush concluded by saying,” It is for these reasons that I, along with all members of the board, recommend that shareholders approve these two important actions as well as the normal business items being put forward.”

Daniel J. Forbush

President and CEO

Cibolan Gold Corporation [CIBG ]

 

About Cibolan Gold Corporation
Cibolan Gold Corporation (OTCQB: CIBG.OB); www.nevada-goldmine.com, is an aggressive junior mining exploration and development company, based in Reno, Nevada. The company is actively pursuing the re-opening of its Independence gold and silver mining project strategically located in the prolific Battle Mountain Mining District of Nevada.

Cautionary Note to U.S. Investors – The U.S. Securities and Exchange Commission permits U. S. mining companies, in their filings with the SEC, to disclose only those mineral deposits that a company can economically and legally extract or produce. We use certain terms in this presentation, such as “measured”, “indicated”, and “inferred” “resources”, which the SEC guidelines strictly prohibit U.S. registered companies from including in their filings with the SEC. U.S. investors are urged to consider closely the disclosure in Cibolan Gold’s form 10-K, which may be secured from Cibolan Gold or the SEC website at: http://www.sec.gov.

Notice Regarding Forward-Looking Statements
This news release contains “forward-looking statements,” as that term is defined in Section 27A of the United States Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934 and in Canadian securities legislation. Statements in this press release which are not purely historical are forward-looking statements and include any statements regarding beliefs, plans, expectations or intentions regarding the future. Such forward-looking statements include, among other things, that Open Gold will complete the acquisition of the Independence Project or the financing, a project can be found to put into Cibolan Gold, the timing of the Special Meeting that Cibolan Gold share price will in any way be affected by the Open Gold share price. These forward-looking statements are made as of the date of this news release, and we assume no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those projected in the forward-looking statements. Although we believe that the beliefs, plans, expectations and intentions contained in this press release are reasonable, there can be no assurance that such beliefs, plans, expectations or intentions will prove to be accurate.

For further information, please contact:

Wayne MeyersonInvestor RelationsCibolan Gold Corporation
1155 West Fourth Street,   Suite 210
Reno, NV 89503wayne@gnmtlive.com775.583.4636 office

 

Posted in: 2013, Archive 2012-2014
June 13, 2013 Read More →

Cibolan Gold Sets Date for Special Meeting of the Stockholders

RENO, Nev., June 13, 2013 /PRNewswire/ — Cibolan Gold Corporation (OTCQB: CIBG): (www.nevada-goldmine.com) strategically located in the prolific Battle Mountain Nevada mining district, announced today that it will hold a special meeting of stockholders on Wednesday, July 31, 2013 at 10:00 a.m. (Pacific time) at a Reno Nevada location to be announced shortly. The Meeting is being held to: 1) elect five directors to the board; 2) to appoint Ingenium Accounting Associates as independent public accountant; 3) approve an up to a 20:1 reverse stock split; and, 4) approve the transaction with Open Gold Corporation.

The board has fixed the close of business on June 17, 2013 as the record date for determining the stockholders entitled to vote at the Meeting.

Commenting on the upcoming meeting President and CEO Daniel J. Forbush noted, “This meeting is a critical one for our company because it involves two major actions by shareholders – first approval of the Cibolan Gold/Open Gold Corporation transaction; and second, authorizing  the Board to implement a reverse split of the shares of the Nevada gold mining company if the Board deems it appropriate to increase shareholder value. We strongly recommend that shareholders approve both of these. It is important to unlocking additional value for our shareholders.”

Mr. Forbush continued, “With respect to the Open Gold transaction, the benefits of this opportunity to our shareholders are access to critical capital for the Independence Project, access to the Canadian capital markets, accretive to the overall Cibolan Gold market valuation and the fact that Cibolan Gold holders will hold shares in both companies providing the opportunity to leverage our shareholders stake into multiple projects.”

President Forbush continued, “The reverse stock split is a sound strategic move for the company because it will give us the correct capital base to begin bringing additional assets to Cibolan Gold shareholders and will better enable us to use a significant asset that to this point has been dormant on our balance sheet – the approximately $10 million in Net Operating Loss carry-forwards.”

Mr. Forbush concluded by saying,” It is for these reasons that I, along with all members of the board, recommend that shareholders approve these two important actions as well as the normal business items being put forward.”

About Cibolan Gold Corporation
Cibolan Gold Corporation (OTCQB: CIBG); www.nevada-goldmine.com, is an aggressive junior mining exploration and development company, based in Reno, Nevada. The company is actively pursuing the re-opening of its Independence gold and silver mining project strategically located in the prolific Battle Mountain Mining District of Nevada.

Cautionary Note to U.S. Investors – The U.S. Securities and Exchange Commission permits U. S. mining companies, in their filings with the SEC, to disclose only those mineral deposits that a company can economically and legally extract or produce. We use certain terms in this presentation, such as “measured”, “indicated”, and “inferred” “resources”, which the SEC guidelines strictly prohibit U.S. registered companies from including in their filings with the SEC. U.S. investors are urged to consider closely the disclosure in Cibolan Gold’s form 10-K, which may be secured from Cibolan Gold or the SEC website at: http://www.sec.gov.

Notice Regarding Forward-Looking Statements
This news release contains “forward-looking statements,” as that term is defined in Section 27A of the United States Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934 and in Canadian securities legislation. Statements in this press release which are not purely historical are forward-looking statements and include any statements regarding beliefs, plans, expectations or intentions regarding the future. Such forward-looking statements include, among other things, that Open Gold will complete the acquisition of the Independence Project or the financing. These forward-looking statements are made as of the date of this news release, and we assume no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those projected in the forward-looking statements. Although we believe that the beliefs, plans, expectations and intentions contained in this press release are reasonable, there can be no assurance that such beliefs, plans, expectations or intentions will prove to be accurate.

For further information, please contact:

Wayne MeyersonInvestor Relations
Cibolan Gold Corporation
1155 West Fourth Street,   Suite 210
Reno, NV 89503wayne@gnmtlive.com775.583.4636   office

 

Posted in: 2013, Archive 2012-2014
May 23, 2013 Read More →

Cibolan Gold and Open Gold Enter into Definitive Agreement on Independence Project

Reno, Nevada — May 23, 2013 — Cibolan Gold Corporation (OTCQB: CIBG); www.nevada-goldmine.com and Open Gold Corp. (TSX-V: OPG), a Canadian junior mining company listed on both the TSX Venture and Frankfurt Exchanges; www.opengoldcorp.com  jointly announce the entry into a definitive agreement for the acquisition by Open Gold of the Independence Gold and Silver Mining Project near Battle Mountain, Nevada by Open Gold (the “Independence Project”).   The Independence Project comprises 14 mining claims, covering approximately 240 acres, and 480 acres of private fee surface land exclusive of mineral rights.

Pursuant to the definitive agreement, as consideration for the acquisition Cibolan Gold will receive 64% of the issued and outstanding shares of Open Gold at the time of closing, the calculation of which will include shares issued in connection with a concurrent financing.  Cibolan Gold has agreed to distribute 90% of the Open Gold shares it receives to the shareholders of Cibolan Gold.  Pending distribution of the shares to the Cibolan Gold shareholders, the shares will be held by a trustee.  Cibolan Gold’ voting rights attached to the Open Gold shares held directly by Cibolan Gold will be limited to 14% of the total post-transaction issued and outstanding Open Gold shares, excluding shares held by the trustee, which cannot be voted.

Following completion of the transaction, the existing officers of Open Gold will retain their offices, and the board of directors of Open Gold will be comprised of two directors from the existing Board, two nominees of Cibolan Gold, and one nominee to be mutually agreed to.

Completion of the transaction is subject to various conditions, including, but not limited to, completion of a financing for gross proceeds of $2,350,000 by Open Gold, approval of the transaction by the shareholders of Cibolan Gold, TSX Venture Exchange acceptance, and completion of legal, financial and technical due diligence. Proceeds from the financing will be used for the advancement of the property and working capital.  In connection with the transaction, Open Gold will pay a finder’s fee of $110,000, payable on closing.

 

The Independence Project

The Independence Project is located in the heart of the prolific Battle Mountain Mining District in Northern Nevada.  The 240-acre Independence Project was once the site of an historic Nevada gold mine [Link: www.nevada-goldmine.com]. The Independence Project is surrounded by a number of large-scale mineral deposits, including the Fortitude, Sunshine, Tomboy, Minnie and Phoenix properties. The now depleted Fortitude Deposit lies just 4,000 feet northeast of the Independence Project and is considered to be one of the most lucrative gold mines ever operated in Nevada. Newmont’s Phoenix Mine flanks the Independence Project on three sides and contains significant proven and probable reserves.

Since being acquired in 2006 by Cibolan Gold, the Independence Project has logged and modeled drilling data from 131 different drill holes. Key considerations for the acquisition of the Independence Project by Open Gold are as follows:

  • 331,600 ounces gold equivalent in the Measured and Indicated categories*
  • 848,600 ounces gold equivalent in the Inferred category*
  • Potential for establishing extension to Newmont Gold’s adjacent Phoenix Mine
  • Strategically located adjacent to power, water and infrastructure

*198,000 oz AuEq resource based on 8,328,000 tons at 0.024 oz AuEq/ton; 132,800 oz AuEq indicated resource based on 7,728,000 tons at 0.017 oz AuEq/ton; 52,400 oz AuEq inferred resource based on 4,592,000 tons at 0.011 oz AuEq/ton; and 796,200 oz AuEq inferred based on 4,182,000 tons at 0.190 oz Au/ton. Effective date of estimates is May 31, 2011.

The Independence Project features two main zones of gold and silver mineralization: a shallow near surface epithermal system and a deeper, high-grade underground target. Through its extensive exploration activities, Cibolan Gold has defined the near surface epithermal system over a strike length of more than 3,000 feet and a depth of 400 feet.

The mining claims forming part of the project are subject to separate 1% and 5% NSR’s, the latter being reduced to a 1.875% upon payment of $3 million.

The Mitchel Property

In September 2012, Open Gold negotiated the option on the Mitchell property from Foundation Resources Inc. This highly prospective and easily accessible Volcanic Massive Sulfide gave Open Gold the ability to promote and explore in the world class Red Lake mining district of Ontario.  Since acquiring its option on the Mitchell property, Open Gold has completed an assessment report and recently sent surface samples to be assayed at the lab.  More information will be available as the assay report is received.

About Cibolan Gold Corporation

Cibolan Gold Corporation (OTCQB: CIBG); www.nevada-goldmine.com, is an aggressive junior mining exploration and development company, based in Reno, Nevada. The company is actively pursuing the re-opening of its Independence gold and silver mining project strategically located in the prolific Battle Mountain Mining District of Nevada.

About Open Gold Corp.

Open Gold Corp. (TSX-V: OPG); www.opengoldcorp.com, is a Canadian junior mining company listed on both the TSX Venture and the Frankfurt Exchanges. The company is actively involved in strategic acquisitions of near term gold assets in safe jurisdictions.

Qualified Person and NI 43-101 Disclosure

Information respecting resource estimates is based on an independent technical report entitled “Technical Report of the Independence Gold and Silver Project, Battle Mountain Mining District, Lander County, Nevada USA” dated June 27, 2011 and prepared for Cibolan Gold by James Ashton, P.E. and Sam G. Nunnemaker, R.P.Geo in accordance with the form requirements of National Instrument 43-101. A copy of the report is available on the Cibolan Gold website.

The technical information in this news release has been reviewed and approved by Ike Osmani, MSC, P.Geo, a consultant to Open Gold and a Qualified Person under NI 43-101.

Cautionary Note to U.S. Investors – The U.S. Securities and Exchange Commission permits U. S. mining companies, in their filings with the SEC, to disclose only those mineral deposits that a company can economically and legally extract or produce. We use certain terms in this presentation, such as “measured”, “indicated”, and “inferred” “resources”, which the SEC guidelines strictly prohibit U.S. registered companies from including in their filings with the SEC. U.S. investors are urged to consider closely the disclosure in Cibolan Gold’s form 10-K, which may be secured from Cibolan Gold or the SEC website at: http://www.sec.gov/edgar.html.

 

Notice Regarding Forward-Looking Statements

This news release contains “forward-looking statements,” as that term is defined in Section 27A of the United States Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934 and in Canadian securities legislation. Statements in this press release which are not purely historical are forward-looking statements and include any statements regarding beliefs, plans, expectations or intentions regarding the future. Such forward-looking statements include, among other things, that Open Gold will complete the acquisition of the Independence Project or the financing. These forward-looking statements are made as of the date of this news release, and we assume no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those projected in the forward-looking statements. Although we believe that the beliefs, plans, expectations and intentions contained in this press release are reasonable, there can be no assurance that such beliefs, plans, expectations or intentions will prove to be accurate.

 

For further information, please contact:

 

CIBG Corporation Wayne Meyerson
Investor Relations
Suite 210, 1155 West Fourth Street
Reno, NV 89503Tel: +1 (775)   583-4636E-mail: wayne@gnmtlive.com
OPEN GOLD CORP.Bryson GoodwinPresident & CEO

Suite 2050, 1055 West Georgia Street

P.O. Box 11121, Royal Centre

Vancouver, BC  V6E 3P3

Tel: +1 (604) 341-1531

E-mail: brysongoodwin@shaw.ca

 

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.

 

 

 

Posted in: 2013, Archive 2012-2014
March 7, 2013 Read More →

CIBG/OPG Letter of Agreement Questions and Answers

Dan Forbush, President and CEO of Cibolan Gold Corporation answers a number of questions for stockholders regarding the recent CIBG /Open Gold Corporation (OPG) announcement.

 

1.       Why is CIBG doing this deal with OPG?

Cibolan Gold Corporation had three goals in mind with the Open Gold deal: (1) Raise new capital for the Independence Project (let’s keep it consistent- “Project”) so additional drilling and permitting work can take place, (2) create a vehicle the at enables us to access the Canadian capital markets, (3) Increase shareholder value by ultimately proving more silver and gold reserves as well as finishing the permitting process prior to production.

January 31, 2013 Read More →

Cibolan Gold Announces Transaction that will generate $2.350 million in New Funding

Reno, Nevada— January 31, 2013—Cibolan Gold (www.nevada-goldmine.com) announced today that it has entered into a Letter of Intent with Open Gold Corp (TSX/V: OPG), a Canadian junior mining company listed on the TSX Venture Exchange, to raise capital and provide better access for future capital needs.   Per the terms of the Letter of Intent, $2.350 million will be raised to advance the development work on the Cibolan Gold’s Independence gold and silver mining project located near Battle Mountain, Nevada, initiate exploration of Open Gold’s Mitchell Project and provide working capital.

Posted in: 2013, Archive 2012-2014