RED EAGLE MINING CORPORATION CB GOLD INC.

Transcription

1 This document is important and requires your immediate attention. If you have any questions as to how to deal with it, you should consult your investment dealer, stockbroker, trust company, manager, bank manager, lawyer or other professional advisor. No securities regulatory authority has expressed an opinion about the securities that are the subject of this Offer and it is an offence to claim otherwise. This Offer has not been approved or disapproved by any securities regulatory authority nor has any securities regulatory authority passed upon the fairness or merits of the Offer or upon the adequacy of the information contained in this document. Any representation to the contrary is an offence. This document does not constitute an offer or a solicitation to any person in any jurisdiction in which such offer or solicitation is unlawful. The Offer is not being made to, and deposits will not be accepted from or on behalf of, persons in any jurisdiction in which the making or acceptance of the Offer would not be in compliance with the laws of any such jurisdiction. However, CB Gold Capital Corporation may, in its sole discretion, take such action as it may deem necessary to extend the Offer to persons in any such jurisdiction. June 29, 2015 RED EAGLE MINING CORPORATION OFFER TO PURCHASE all of the outstanding common shares of CB GOLD INC. ON THE BASIS OF OF A COMMON SHARE OF RED EAGLE MINING CORPORATION FOR EACH COMMON SHARE OF CB GOLD INC. The Offer Red Eagle Mining Corporation (the "Offeror") hereby offers (the "Offer") to purchase, upon the terms and subject to the conditions set out herein, all of the issued and outstanding common shares (the "CB Gold Shares") of CB Gold Inc. ("CB Gold"), other than any CB Gold Shares held directly or indirectly by the Offeror and its affiliates, including any CB Gold Shares that may become issued and outstanding after the date hereof but before the Expiry Time (as defined herein) upon the exercise, exchange or conversion of any convertible Securities (as defined herein), together with the associated rights issued under the Shareholder Rights Plan (as defined herein). See Section 1 of the Offer. THE OFFER WILL BE OPEN FOR ACCEPTANCE UNTIL 4:00 P.M. TORONTO TIME ON AUGUST 5, 2015, UNLESS THE OFFER IS EXTENDED OR WITHDRAWN BY THE OFFEROR (THE "EXPIRY TIME"). THE OFFER IS MADE TO ALL CB GOLD SHAREHOLDERS. The Premium The Offer consideration represents a premium of approximately 46% based on the volume-weighted average prices of the CB Gold Shares and the common shares of Red Eagle (the "Red Eagle Shares") on the TSXV for the 20 trading days ended June12, 2015 and based on the closing price of CB Gold Shares of $0.035 on June 12, 2015, the last trading day prior to CB Gold's announcement of Red Eagle's proposal As of the date hereof, neither the Offeror nor any of its affiliates beneficially owns, directly or indirectly, any CB Gold Shares. The CB Gold Shares are trades on the TSX Venture Exchange under the symbol CBJ.

2 - 2 - The Depositary for the Offer is: Computershare Investor Services Inc. Information Agent for the Offer is: Laurel Hill Advisory Group The Offer is subject to certain conditions, including, among other things, there being validly deposited under the Offer and not withdrawn at the Expiry Time, at least that number of CB Gold Shares as constitutes at least 51% of the issued and outstanding CB Gold Shares (calculated on a fully diluted basis) at the Expiry Time. Subject to applicable laws, the Offeror reserves the right to extend, withdraw and/or terminate the Offer and not to take up and pay for any CB Gold Shares deposited under the Offer, and/or amend the Offer unless each of the conditions of the Offer is satisfied or waived by the Offeror at or before the Expiry Time. See Section 2 of the Offer, "Conditions of the Offer". The Offer is not subject to the approval of the Offeror s shareholders and is not subject to any financing or due diligence conditions. An investment in Red Eagle Shares is subject to certain risks. In assessing the Offer, CB Gold Shareholders should carefully consider the risks described in Section 19 of the Circular (as defined herein), "Risk Factors". FREQUENTLY ASKED QUESTIONS The following sets forth material information with respect to the Offer. The questions and answers below are not meant to be a substitute for the more detailed description and information contained in the Offer and Circular, the Letter of Transmittal and the Notice of Guaranteed Delivery. You are urged to read the entire Offer and Circular, the Letter of Transmittal and the Notice of Guaranteed Delivery carefully prior to making any decision regarding whether or not to tender your CB Gold Shares. For ease of reference, cross-references are provided in this section to other sections of the Offer and Circular where you will find more complete descriptions of the topics mentioned below. Unless otherwise defined herein, capitalized terms have the meanings given to them in the Glossary. Who is offering to purchase my CB Gold Shares? The Offeror is making the Offer. The Offeror is a growth-oriented mining issuer headquartered in British Columbia. See Section 1 of the Circular, "The Offeror". What is the Offeror proposing? The Offeror is offering to purchase all of the issued and outstanding CB Gold Shares not currently held, directly or indirectly, by the Offeror and its affiliates, subject to the terms and conditions set forth in the Offer and Circular. The Offeror and its affiliates currently own or control no CB Gold Shares. See Section 1 of the Offer, "The Offer" and Section 4 of the Offer, "Conditions of the Offer". What would I receive in exchange for my CB Gold Shares? For each CB Gold Share you hold, the Offeror is offering of a Red Eagle Share, as more fully described in Section 1 of the Offer, "The Offer". See Section 1 of the Offer, "The Offer". What are some of the significant conditions to the Offer? Subject to applicable Law, the Offeror reserves the right to withdraw or terminate the Offer and not take up and pay for any CB Gold Shares deposited under the Offer and/or to extend the period of time during which the Offer is open for acceptance and postpone taking up and paying for any CB Gold Shares deposited under the Offer, and/or to amend the Offer, unless all of the conditions described in Section 2 of the Offer, "Conditions of the Offer", are satisfied or waived by the Offeror at or before the Expiry Time. These conditions include, among others, (i) there having been validly deposited under the Offer and not withdrawn, at or prior to the Expiry Time, such number of CB Gold Shares that, together with the CB Gold Shares held by the Offeror and its affiliates, represents not less than 51% of the CB Gold Shares (calculated on a fully diluted basis), (ii) the Shareholder Rights Plan having been

3 - 3 - waived, invalidated or cease-traded, (iii) the proposed CB Gold Financing (as hereinafter defined) having been terminated, invalidated or ceased traded, (iv) receipt of all governmental or regulatory approvals required to complete the Offer, including any necessary or advisable competition or anti-trust approvals and the expiry of any such applicable waiting periods, and (v) the absence of any Material Adverse Change in relation to CB Gold. The Offer is not subject to the approval of the Offeror's shareholders and is not subject to any financing or due diligence conditions. On May 19, 2015, CB Gold announced that it had entered into a definitive share purchase agreement with OM.L Trading Inc. ("OML"), a company controlled by Michelle Navarro Grau (who holds approximately 12 per cent of all outstanding CB Gold Shares), whereby OML would acquire 100% of the shares in Leyhat Corporation, CB Gold s wholly-owned subsidiary which indirectly holds CB Gold s interests in its Colombian properties through its Colombian branch (the "OML Transaction"). The OML Transaction was subject to shareholder approval, which was to be sought at a shareholders meeting scheduled for June 23, The deadline for submission of proxies in respect of that shareholders meeting was set at 10:00 a.m. on June 19, On June 16, 2015, the Offeror announced its intention to make the Offer, and indicated that the Offer would be subject to the OML Transaction being rejected by CB Gold Shareholders. On June 22, 2015, CB Gold announced its intent to complete a non-brokered private placement of CB Gold Shares for gross proceeds of up to C$3,500,000 (the "Private Placement"). No pricing or definitive terms were announced at that time. On June 24, 2015, CB Gold announced that the Private Placement would be priced at $0.05 per CB Gold Share, and was subject to approval of the TSX Venture Exchange. CB Gold is not seeking shareholder approval in respect of the Private Placement. Later on June 22, 2015, the Offeror delivered an application letter to the British Columbia Securities Commission (the "Commission") seeking an order cease trading any securities issued under the Private Placement (the "Cease Trade Application"). The Offeror has made the Cease Trade Application on the basis that the Private Placement is a dilutive transaction designed to frustrate the ability of CB Gold Shareholders to consider the Offer, and as such is an improper defensive tactic contrary to the public interest. On June 23, 2015, the motion to approve the OML Transaction was defeated by CB Gold Shareholders. On June 24, 2015, CB Gold asked the Commission not to hear the Cease Trade Application, alleging that (a) CB Gold s need for funds from the Private Placement was vital and urgent, (b) the Cease Trade Application was premature as the Offer had not yet been made, and (c) the Cease Trade Application was meritless. On June 25, 2015, the Commission decided that it would hear the Cease Trade Application, and scheduled the hearing for July 3, See Section 4 of the Offer, "Conditions of the Offer", for a complete list of the conditions of the Offer. Why is the Offeror making the Offer? The Offeror is making the Offer because it wants to acquire control of, and ultimately the entire equity interest in, CB Gold. If the Offeror completes the Offer but does not then own 100% of the CB Gold Shares, the Offeror currently intends to acquire any CB Gold Shares not deposited under the Offer in a second-step transaction. This transaction may take the form of a Compulsory Acquisition or a Subsequent Acquisition Transaction. See Section 3 of the Circular, "Background to the Offer", and Section 13 of the Circular "Acquisition of CB Gold Shares Not Deposited Under the Offer". Why should CB Gold Shareholders accept the Offeror's offer to buy CB Gold? Shareholders should consider the following factors in making a decision to accept the Offer:

4 - 4 - Significant Premium: Based on the closing price of Red Eagle Shares on the TSXV on June12, 2015, the consideration offered pursuant to the Offer has an implied value of $0.051 per CB Gold Share. The offer consideration represents a premium of: o o 46% based on the 20 day volume-weighted average share prices of the Offeror and CB Gold on the TSXV for the period ended June12, 2015; and 46% to the closing price of $0.035 of CB Gold Shares on the TSXV on June12, 2015, the last trading day prior to CB Gold's announcement of the Offeror's intention to make the Offer. Participation in a Growth-Oriented Gold Company: CB Gold Shareholders would participate in the Offeror's existing development stage Santa Rosa Project in Colombia; Continued Participation in Vetas Gold Project without Single Asset Risk: As shareholders of the Offeror, CB Gold Shareholders would continue to benefit from future increases in value associated with the permitting and development of the Vetas Gold Project without the significant single asset permitting, development and financing risk to which CB Gold Shareholders are currently exposed. Proven Experience in Project Development: The Offeror has experience in bringing projects through exploration into development, including its Santa Rosa project in Colombia. The Offeror would apply this expertise to the development of Vetas to the benefit of all stakeholders. Greater Capacity to Advance the Vetas Gold Project to Production: With the Offeror's significant technical expertise and superior financial capacity, the Offeror believes it is better positioned than CB Gold to advance the Vetas Gold Project through the development phase. Stronger Financial Capacity to Build the Vetas Gold Project: The Offeror is well capitalized and has sufficient liquidity to complete the development and construction of its Santa Rosa Gold Project and to commence work on the Vetas Gold Project. The Offeror has demonstrated its ability to raise the financing necessary to fund significant development projects. Enhanced Financial and Capital Markets Profile: CB Gold Shareholders would benefit from the enhanced capital markets profile of the Offeror, which has a large public float, greater trading liquidity and a more extensive presence in the capital markets than CB Gold. See Section 4 of the Circular, "Reasons to Accept the Offer". What securities are being sought in the Offer? The Offeror is offering to purchase all of the issued and outstanding CB Gold Shares (including any CB Gold Shares to be issued upon conversion of the Convertible Securities), together with the associated rights issued under the Shareholder Rights Plan. Based on CB Gold's public disclosure, the Offeror believes that, as of April 23, 2015, there were 167,486,007 CB Gold Shares issued and outstanding. The Offer includes CB Gold Shares that may become outstanding after the date of the Offer, but prior to the Expiry Time, upon the exercise of any Convertible Securities. The Offer is not being made for any Convertible Securities or other rights to acquire CB Gold Shares. See Section 1 of the Offer, "The Offer". How will Convertible Securities be treated in the Offer? The Offer is only being made for outstanding CB Gold Shares, together with the associated rights under the Shareholder Rights Plan, and not for any Convertible Securities. Any holder of Convertible Securities who wishes to accept the Offer must, to the extent permitted by the terms thereof and applicable Law, exercise, exchange or convert such Convertible Securities in order to obtain certificates representing CB Gold Shares and deposit such CB Gold Shares in accordance with the terms of the Offer.

5 - 5 - If the Offeror takes up and pays for CB Gold Shares tendered under the Offer and not validly withdrawn, it currently intends to implement a Compulsory Acquisition or a Subsequent Acquisition Transaction. In the event that the Offeror implements a Subsequent Acquisition Transaction, it may be structured in such a manner that the holders of the Convertible Securities will, pursuant to the terms thereof, receive Red Eagle Shares upon the exercise or conversion of the Convertible Securities. The number of Red Eagle Shares to be issued and the exercise price therefor will reflect the exchange ratio used in the Offer. Alternatively, the Offeror may take any other actions available to it to cause the exercise or termination of any remaining Convertible Securities. Will fractional shares be issued in the Offer? No. The Offeror will not issue fractional Red Eagle Shares. Instead, where the aggregate number of Red Eagle Shares to be issued under the Offer to a CB Gold Shareholder would result in a fraction of a Red Eagle Share being issuable, the number of Red Eagle Shares to be received by such CB Gold Shareholder will be rounded to the nearest whole Red Eagle Share. How many Red Eagle Shares could be issued pursuant to the Offer? The Offeror expects to issue approximately 27,132,733 Red Eagle Shares under the Offer based on the number of CB Gold Shares issued and outstanding on a fully diluted basis (assuming no exercise of any Convertible Securities as none of them are in-the-money as at March 31, 2015) as of March 31, 2015, as publicly disclosed by CB Gold and assuming that all of the CB Gold Shares issued and outstanding as at March 31, 2015 (other than the CB Gold Shares held by the Offeror or its affiliates) are acquired upon completion of the Offer and any Compulsory Acquisition or Subsequent Acquisition Transaction, and assuming that all of the holders of Convertible Securities whose Convertible Securities are in-the-money elect to exercise their Convertible Securities in advance of the successful completion of the Offer. See Section 1 of the Offer, "The Offer". Will my ownership and voting rights as a shareholder of the Offeror be the same as my ownership and voting rights as a shareholder of CB Gold? As noted above, the Offeror expects to issue approximately27,132,733 Red Eagle Shares in connection with the Offer, which would result in there being a total of approximately 119,537,074 Red Eagle Shares issued and outstanding (based on the number of CB Gold Shares issued and outstanding as at April 23, 2015), with CB Gold Shareholders holding approximately 22.69% of the issued and outstanding Red Eagle Shares. Each CB Gold Share carries the right to one vote at meetings of CB Gold Shareholders. Each Red Eagle Share carries the right to one vote at meetings of the Offeror's shareholders. See Section 8 of the Circular, "Certain Information Concerning the Securities of the Offeror" and Section 19 of the Circular, "Risk Factors". How long do I have to decide whether to tender to the Offer? The Offer is open for acceptance until 4:00 p.m. (Toronto time) on August 5, 2015, or until such later time and date as is set out in a notice of variation of the Offer as the Offeror determines, issued at any time and from time to time at its discretion. See Section 4 of the Offer, "Time for Acceptance". Can the Expiry Time for the Offer be extended? Yes. The Offeror may, in its sole discretion, elect to extend the Expiry Time for the Offer from time to time. Under certain circumstances, the Offeror may be required to extend the Expiry Time for the Offer under applicable Canadian securities laws. If the Offeror elects or is required to extend the Expiry Time for the Offer, it will publicly announce the variation and, if required by applicable Law, the Offeror will mail you a copy of the notice of variation.

6 - 6 - The Offeror may also elect and reserves the right to provide a Subsequent Offering Period for the Offer. A Subsequent Offering Period, if one is provided, will be an additional period of time of no less than ten days beginning after the Offeror has accepted for purchase all CB Gold Shares previously tendered during the Offer, during which period CB Gold Shareholders may tender their CB Gold Shares. There would be no condition to the Offer to purchase these tendered Common Shares. See Section 2 of the Offer, "Time for Acceptance". The Offeror will permit withdrawal of CB Gold Shares tendered during a Subsequent Offering Period, if there is one, until such time as they are taken up. If the Offeror elects to provide a Subsequent Offering Period, the Offeror will publicly announce the Subsequent Offering Period and, if required by applicable Law, the Offeror will mail you a notice of the Subsequent Offering Period. The factors that could affect the Offeror s decision as to whether it will elect to provide a Subsequent Offering Period include, without limitation, (i) the number of CB Gold Shares that have been validly tendered to the Offer and not withdrawn prior to the Expiry Time, (ii) whether the Offeror can effect a Compulsory Acquisition (as defined below) or Subsequent Acquisition Transaction (as defined below) after the Expiry Time and, in particular, whether the number of Deposited Shares, together with the CB Gold Shares held by the Offeror and its affiliates, represents not less than 90% or 66⅔% of the issued and outstanding CB Gold Shares (calculated on a fully diluted basis), (iii) the conditions to the Offer being satisfied, and (iv) discussions with its financial and legal advisors regarding the feasibility of a Subsequent Offering Period, a Compulsory Acquisition and/or a Subsequent Acquisition Transaction. See Section 5 of the Offer, "Extension, Variation or Change to the Offer". How do I tender my CB Gold Shares? If you hold CB Gold Shares in your own name, you may accept the Offer by depositing certificates representing your CB Gold Shares, together with a properly completed and signed Letter of Transmittal and all other documents required required by the instructions to the Letter of Transmittal, at the office of the Depositary specified in the Letter of Transmittal. If your CB Gold Shares are registered in the name of a nominee (commonly referred to as "in street name" or "street form"), you should contact your investment advisor, stock broker, bank, trust company or other nominee for assistance in tendering your CB Gold Shares to the Offer. You should request your nominee to effect the transaction. CB Gold Shareholders may also accept the Offer pursuant to the procedures for book-entry transfer detailed in the Offer and Circular and have your CB Gold Shares tendered by your nominee through CDS or DTC, as applicable. CB Gold Shareholders are invited to contact the Information Agent for further information regarding how to accept the Offer. The Information Agent can be contacted at toll free in North America or at outside of North America or by [email protected]. See Section 5 of the Offer, "Manner of Acceptance". What if I have lost my CB Gold Share certificate(s) but wish to tender my CB Gold Shares to the Offer? You should complete your Letter of Transmittal as fully as possible and state in writing the circumstances surrounding the loss and forward the documents to the Depositary. The Depositary will forward a copy to the transfer agent for the CB Gold Shares and such transfer agent will advise you of the replacement requirements, which must be completed and returned before the Expiry Time. See Section 3 of the Offer, "Manner of Acceptance". If I accept the Offer, when will I receive the consideration for my CB Gold Shares? If the conditions of the Offer are satisfied or waived, and if the Offeror consummates the Offer and takes up your CB Gold Shares, you will receive the consideration for the CB Gold Shares tendered to the Offer as soon as

7 - 7 - practicable and, in any event, within three business days after the Offeror has taken up and paid for the CB Gold Shares. See Section 3 of the Offer, "Take-Up and Payment for Deposited CB Gold Shares". Who is the Depositary under the Offer? Computershare Investor Services Inc. is acting as Depositary under the Offer. The Depositary will be responsible for receiving certificates representing CB Gold Shares and accompanying Letters of Transmittal and other documents. The Depositary is also responsible for receiving Notices of Guaranteed Delivery, giving notices, if required, and making payment for all CB Gold Shares purchased by the Offeror under the terms of the Offer. The Depositary will also facilitate book-entry tenders of CB Gold Shares. The Depositary can be contacted at toll free in North America or at outside of North America or by at [email protected]. See Section 20 of the Circular, "Depositary". Will I be able to withdraw previously tendered CB Gold Shares? Yes. You may withdraw CB Gold Shares previously tendered by you (i) at any time before CB Gold Shares deposited under the Offer are taken up by the Offeror under the Offer (including during any Subsequent Offering Period), (ii) if your CB Gold Shares have not been paid for by the Offeror within three business days after having been taken up, and (iii) in certain other circumstances. You must send a notice of withdrawal to the Depositary prior to the occurrence of certain events and within the time periods set forth in Section 8 of the Offer, "Right to Withdraw Deposited CB Gold Shares", and the notice must contain specific information outlined therein. See Section 8 of the Offer, "Right to Withdraw Deposited CB Gold Shares". Will I have to pay any fees or commissions? If you are the registered owner of your CB Gold Shares and you tender your CB Gold Shares directly to the Depositary, you will not have to pay brokerage fees or incur similar expenses. If you own your CB Gold Shares through an investment advisor, stock broker, bank, trust company or other nominee and your nominee tenders the CB Gold Shares on your behalf, your nominee may charge you a fee for doing so. You should consult your nominee to determine whether any charges will apply. What will happen if the Offer is withdrawn? Unless all of the conditions to the Offer have been satisfied or waived at or prior to the Expiry Time, the Offeror will not be obligated to take up and purchase CB Gold Shares tendered to the Offer and the Offeror may withdraw the Offer. If the Offer is withdrawn in this manner, all of your CB Gold Shares that were deposited and not withdrawn will be returned to you with no payment. How will a CB Gold Shareholder be treated for Canadian federal income tax purposes? A Resident CB Gold Shareholder who holds CB Gold Shares as capital property and who exchanges such CB Gold Shares pursuant to the Offer will generally not realize a capital gain (or capital loss) in respect of the exchange unless such Resident CB Gold Shareholder elects to report such gain (or loss) in its Canadian tax return for the year of disposition. A Non-Resident CB Gold Shareholder who holds CB Gold Shares as capital property and who exchanges such CB Gold Shares pursuant to the Offer will generally not realize a capital gain (or capital loss) in respect of the exchange unless such Non-Resident CB Gold Shareholder's CB Gold Shares are "taxable Canadian property" and are not "treaty-protected property", and such Non-Resident CB Gold Shareholder reports a gain (or loss) in respect of the exchange in its Canadian tax return for the year of disposition.

8 - 8 - Depending on the manner and circumstances in which a Subsequent Acquisition Transaction is undertaken, the tax consequences applicable to a CB Gold Shareholder who is disposing of CB Gold Shares pursuant to a Subsequent Acquisition Transaction could differ in a materially adverse way from the tax consequences that would be applicable to such CB Gold Shareholder if it were to dispose of CB Gold Shares under the Offer. In the case of a Non-Resident CB Gold Shareholder, a portion of the consideration received on the disposition of CB Gold Shares pursuant to a Subsequent Acquisition Transaction could be subject to Canadian withholding tax. The foregoing is only a brief summary of principal Canadian federal income tax consequences and is qualified by the description of principal Canadian federal income tax considerations in Section 17 of the Circular, "Principal Canadian Federal Income Tax Considerations". CB Gold Shareholders are urged to consult their own tax advisors to determine the particular tax consequences to them of an exchange of CB Gold Shares pursuant to the Offer or a disposition of CB Gold Shares pursuant to any Compulsory Acquisition, Compelled Acquisition, Subsequent Acquisition Transaction, or any other disposition in connection with the Offer. Is the Offeror's financial condition relevant to my decision to tender my CB Gold Shares to the Offer? Yes. Red Eagle Shares will be issued to CB Gold Shareholders who validly tender their CB Gold Shares, so you should consider the Offeror s financial condition before you decide to tender your CB Gold Shares to the Offer. In considering the Offeror s financial condition, you should review the information included and incorporated by reference in the Offer and Circular because it contains detailed business, financial and other information about the Offeror. See Section 1 of the Circular, "The Offeror". If I decide not to tender, how will my CB Gold Shares be affected? If the Offeror takes up and pays for the CB Gold Shares validly tendered under the Offer, the Offeror currently intends to take such action as is necessary, including effecting a Compulsory Acquisition or a Subsequent Acquisition Transaction, to acquire any CB Gold Shares not tendered. It is the Offeror s current intention that the consideration to be offered for CB Gold Shares under such Compulsory Acquisition or Subsequent Acquisition Transaction will be the same consideration offered pursuant to the Offer. In connection with such a transaction, you may have dissent rights. The Offeror reserves the right not to complete a Compulsory Acquisition or a Subsequent Acquisition Transaction. See Section 13 of the Circular, "Acquisition of CB Gold Shares Not Deposited Under the Offer". Will CB Gold continue as a public company? If, as a result of the Offer and any subsequent transaction, the number of CB Gold Shareholders is sufficiently reduced, CB Gold may become eligible to cease to be a reporting issuer in Canada. To the extent permitted by applicable Law, the Offeror intends to delist the CB Gold Shares from the TSXV and to cause CB Gold to cease to be a reporting issuer under the securities laws of each of the provinces and territories of Canada in which it has such status. See Section 5 of the Circular, "Purpose of the Offer and the Offeror s Plans for CB Gold". What is the market value of my CB Gold Shares? On June 12, 2015, the closing price of the CB Gold Shares listed on the TSXV was $ The volume-weighted average price of the CB Gold Shares on the TSXV for the 20 trading days ended June 12, 2015 was $ Based on the volume-weighted average prices of the Red Eagle Shares on the TSXV for the 20 trading days ended June 12, 2015, the Offer consideration represented a premium of approximately 46% over the volume-weighted average price of the CB Gold Shares on the TSXV for the same period. Based on the closing price of the Red Eagle Shares on the TSXV, on June 12, 2015, the Offer consideration represented a premium of approximately 46% over the closing price of the CB Gold Shares on the TSXV on the same date.

9 - 9 - The Offeror urges you to obtain recent quotations for the CB Gold Shares and Red Eagle Shares before deciding whether or not to tender your CB Gold Shares to the Offer. See Section 15 of the Circular, "Effect of the Offer on the Market for and Listing of CB Gold Shares and Status as a Reporting Issuer". If the Offer is successful will the Board of Directors and management of CB Gold change? If the Offer is successful, it is anticipated that the current management of the Offeror will manage CB Gold in place of CB Gold's current senior management, and that the CB Gold Board of Directors will be replaced by nominees of the Offeror. See Section 5 of the Circular, "Purpose of the Offer and the Offeror's Plans for CB Gold". Who can I call with questions about the Offer or for more information? You can call the Information Agent, Laurel Hill Advisory Group, at toll free in North America or at outside of North America or you can the Information Agent at [email protected], if you have questions or requests for additional copies of the Offer and Circular. NOTICE TO ALL CB GOLD SHAREHOLDERS Registered CB Gold Shareholders who wish to accept the Offer and deposit their CB Gold Shares must properly complete and execute the accompanying Letter of Transmittal or a manually signed facsimile thereof and deposit it prior to the Expiry Time, together with the certificates or Direct Registration System (DRS) Advices representing their CB Gold Shares and all other required documents, at one of the offices of the Depositary (as defined below) in accordance with the instructions in the Letter of Transmittal or request their broker, dealer, commercial bank, trust company or other nominee to effect the transaction on their behalf. Alternatively, registered CB Gold Shareholders may accept the Offer by (i) following the procedures for book-entry transfer of CB Gold Shares set out in Section 5 of the Offer, "Manner of Acceptance Acceptance by Book-Entry Transfer", or (ii) following the procedure for guaranteed delivery set out in Section 5 of the Offer, "Manner of Acceptance Procedure for Guaranteed Delivery", using the accompanying Notice of Guaranteed Delivery, or a manually executed facsimile thereof. CB Gold Shareholders whose CB Gold Shares are registered in the name of a nominee should consult their broker, investment dealer, bank, trust company or other nominee for assistance in depositing their CB Gold Shares. CB Gold Shareholders will not be required to pay any fee or commission if they accept the Offer by depositing their CB Gold Shares directly with the Depositary. The Offeror has engaged Computershare Investor Services Inc. to act as depositary (the "Depositary") Laurel Hill Advisory Group has agreed to act as the information agent (the "Information Agent") under the Offer. Questions and requests for assistance may be directed to the Information Agent. Contact details for such persons may be found on the back page of this document. Additional copies of this document, the Letter of Transmittal, the Notice of Guaranteed Delivery or any documents incorporated by reference or otherwise related to the Offer, and related materials may be obtained without charge on request from the Information Agent or the Depositary at their offices specified on the back page of this document. Copies of this document and related materials may also be found at The information contained in this document is current only as of the date of this document. The Offeror does not undertake to update any such information except as required by applicable Law. No broker, dealer, salesperson or other person has been authorized to give any information or make any representations other than those contained in this document, and, if given or made, such information or representation must not be relied upon as having been authorized by the Offeror, the Depositary or the Information Agent.

10 NOTICE TO HOLDERS OF CONVERTIBLE SECURITIES The Offer is made only for CB Gold Shares, together with the associated rights issued under the Shareholder Rights Plan, and is not made for any options, warrants or convertible debentures or any other rights to acquire CB Gold Shares. Any holder of Convertible Securities (as defined herein) who wishes to accept the Offer should, subject to and to the extent permitted by the terms of such convertible Securities and applicable Law, exercise, exchange or convert such convertible Securities in order to obtain certificates representing CB Gold Shares and deposit such CB Gold Shares in accordance with the Offer. See Section 1 of the Offer, "The Offer". Any such exercise, exchange or conversion must be completed sufficiently in advance of the Expiry Time to ensure that the holder of such Convertible Securities will have received certificates representing the CB Gold Shares issuable upon such exercise, exchange or conversion in time for deposit prior to the Expiry Time, or in sufficient time to comply with the procedures described in Section 5 of the Offer, "Manner of Acceptance Procedure for Guaranteed Delivery". STATEMENTS REGARDING FORWARD-LOOKING INFORMATION The Offer and Circular and some of the material incorporated by reference into the Offer and Circular, contain certain forward-looking information and forward-looking statements, as defined in applicable securities laws (collectively referred to as "forward-looking information"). Forward-looking information includes possible events, statements with respect to possible events, the proposed transaction, the business, operations and financial performance and condition each of the Offeror and CB Gold, currency fluctuations, requirements for additional capital, industry risks, and limitations on insurance coverage. The words "plans," "expects," "is expected," "scheduled," "estimates," "forecasts," "intends," "anticipates," or "believes," or variations of such words and phrases or statements that certain actions, events or results "may," "could," "would," "might," or "will be taken," "occur" and similar expressions identify forward looking statements. Forward looking information in this Offer and Circular includes, but is not limited to, statements with respect to the anticipated timing, mechanics, completion and settlement of the Offer, the market for and listing of the Red Eagle Shares, the value of the Red Eagle Shares received as consideration under the Offer, the ability of the Offeror to complete the transactions contemplated by the Offer, the permitting, development and financing of the Santa Rosa Project, reasons to accept the Offer, the purpose of the Offer, the completion of any Compulsory Acquisition or Subsequent Acquisition Transaction and any commitment to acquire CB Gold Shares, the Offeror s objectives, strategies, intentions, expectations and guidance and future financial and operating performance and prospectus, the anticipated effect of external factors on review such as commodity prices, anticipated exploration and development expenditures and activities and the possible success of such activities, estimation of mineral reserves and resource, mine life projections, timing and amount of estimated future production, reclamation costs, economic outlook, government regulation of mining operations and business and acquisition strategies. Forward-looking information is necessarily based upon a number of estimates and assumptions that, while considered reasonable by the Offeror as at the date of such statements, are inherently subject to significant business, economic, social, political and competitive uncertainties and contingencies and other factors that could cause actual results or events to differ materially from those projected in the forward-looking statements. The material estimates and assumptions of the Offeror contained or incorporated by reference in the Offer and Circular which may prove to be incorrect, include, but are not limited to: the accuracy of CB Gold s public disclosure; the completion of the Offer and either a Compulsory Acquisition or Subsequent Acquisition Transaction; the success of mining, processing, exploration and development activities; the accuracy of geological, mining and metallurgical estimates; the costs of production;

11 the supply and demand for metals the Offeror expects to produce; no significant and continuing adverse changes in financial markets, including commodity prices and foreign exchange rates; no significant unanticipated operational or technical difficulties; the availability of financing for the Offeror s exploration and development projects and activities; the ability to complete project targets on time and on budget and other events that may affect the Offeror s ability to develop its projects; the timing and receipt of various regulatory and governmental approvals; the availability of personnel for the Offeror s exploration, development and operational projects and ongoing employee relations; no significant unanticipated events or changes relating to regulatory, environmental, health and safety matters; and no significant and continuing adverse changes in general economic conditions or conditions in the financial markets. INFORMATION CONCERNING CB GOLD Except as otherwise indicated, the information concerning CB Gold contained in the Offer and Circular has been taken from or is based upon publicly available documents and records on file with Canadian securities regulatory authorities and other public sources. CB Gold has not reviewed this Offer and Circular and has not confirmed the accuracy and completeness of the information in respect of CB Gold contained herein. Although the Offeror has no knowledge that would indicate that any statements contained herein concerning CB Gold taken from or based upon such documents and records are untrue or incomplete, neither the Offeror nor any of its directors or officers assumes any responsibility for the accuracy or completeness of such information, including any of CB Gold's financial statements, or for any failure by CB Gold to disclose events or facts which may have occurred or which may affect the significance or accuracy of any such information but which are unknown to the Offeror. The Offeror has limited means of verifying the accuracy or completeness of any of the information contained herein that is derived from CB Gold's publicly available documents or records or whether there has been any failure by CB Gold to disclose events that may have occurred or may affect the significance or accuracy of any information. REPORTING CURRENCIES Unless otherwise indicated, all references to "$" or "dollars" in the Offer and Circular refer to Canadian dollars.

12 TABLE OF CONTENTS FREQUENTLY ASKED QUESTIONS... 2 NOTICE TO ALL CB GOLD SHAREHOLDERS... 9 STATEMENTS REGARDING FORWARD-LOOKING INFORMATION INFORMATION CONCERNING CB GOLD REPORTING CURRENCIES SUMMARY OF THE OFFER GLOSSARY OFFER The Offer Conditions of the Offer Take-Up and Payment for Deposited CB Gold Shares Time for Acceptance Manner of Acceptance Extensions, Variations and Changes to the Offer Changes in Capitalization of CB Gold; Liens Right to Withdraw Deposited CB Gold Shares Return of Deposited Securities Mail Service Interruption Notice and Delivery Market Purchases Other Terms of the Offer CIRCULAR The Offeror CB Gold Background to the Offer Purpose of the Offer and the Offeror s Plans for CB Gold Shareholder Rights Plan Unaudited Pro Forma Financial Information and Summary of the Offeror s Historical Financial Information Certain Information Concerning Securities of the Offeror Ownership of and Trading in Securities of CB Gold Commitments to Acquire Securities of CB Gold Arrangements, Agreements, Commitments or Understandings Material Changes and Other Information Acquisition of CB Gold Shares Not Deposited Under the Offer Regulatory Matters Effect of the Offer on the Market for & Listing of CB Gold Shares & Status as a Reporting Issuer Statement of Rights Principal Canadian Federal Income Tax Considerations Documents Incorporated by Reference Risk Factors... 62

13 Depositary and Information Agent Securityholders' Statutory Rights Legal Matters Directors' Approval Experts SCHEDULE "A" COMPULSORY ACQUISITION PROVISIONS OF SECTION 300 OF THE BCBCA SCHEDULE "B" UNAUDITED PRO FORMA FINANCIAL STATEMENTS APPROVAL AND CERTIFICATE

14 SUMMARY OF THE OFFER This summary highlights information more fully discussed elsewhere in the Offer and Circular. This summary is not intended to be complete and is qualified by reference to the more detailed information contained in those documents. CB Gold Shareholders are urged to read the more detailed information about the Offeror and the Offer provided elsewhere in the Offer and Circular and in the documents incorporated by reference. Capitalized terms used in this summary, where not otherwise defined herein, are defined in the Section entitled "Glossary" below. The Offer The Offeror is offering to purchase, on the terms and subject to the conditions of the Offer, all of the issued and outstanding CB Gold Shares, other than any CB Gold Shares held directly or indirectly by the Offeror and its affiliates, including any CB Gold Shares that may become issued and outstanding upon the exercise, exchange or conversion of Convertible Securities after the date hereof but prior to the Expiry Time, together with the associated rights issued under the Shareholder Rights Plan, for consideration per CB Gold Share of of a Red Eagle Share. The Offer is made only for CB Gold Shares and is not made for any other securities. See Section 1 of the Offer, "The Offer". The obligation of the Offeror to take up and pay for CB Gold Shares pursuant to the Offer is subject to certain conditions. See Section 2 of the Offer, "Conditions of the Offer". Time for Acceptance The Offer is open for acceptance during the period commencing on June 29, 2015 and ending at 4:00 p.m., (Toronto time) on August 5, 2015 or until such later time or times and date or dates to which the Offer may be extended from time to time by the Offeror, in accordance with Section 6 of the Offer, "Extensions, Variations or Changes to the Offer", unless the Offer is withdrawn by the Offeror. Any decision to extend the Offer, including for low long, will be made prior to the Expiry Time. See Section 4 of the Offer, "Time for Acceptance". The Offeror The Offeror, Red Eagle Mining Corporation, is incorporated under the BCBCA and its registered and records office and its head office is located at Suite West Georgia Street, Vancouver, British Columbia, V6E 2Y3. The Offeror s common shares are listed for trading on the TSX Venture Exchange under symbol "RD", on the Santiago Stock Exchange under the symbol "RDCL" and on the OTCQX under the symbol "RDEMF". The Offeror is a growth-oriented, Canadian-based gold company, focused on the exploration and development of the Santa Rosa Project in Antioquia Colombia. On September 3, 2014, the Offeror announced that it had received formal approval from the Secretary of Mines of Antioquia for the Mining Technical Work Plan (Programa de Trabajo y Obras), which was the final approval required for development of a mine (the "San Ramon Gold Mine") on the Santa Rosa Gold Project, subject to receiving the environmental licence. On September 19, 2014, the Offeror announced the results of a positive feasibility study for the San Ramon deposit on the Offeror's 100% owned Santa Rosa Gold Project. On March 10, 2015, the Offeror announced that the Environmental Licence for the San Ramon Gold Mine has been formally granted in full without conditions. This was the final permit required for construction and mining of the San Ramon Gold Mine for the life of the mine.

15 On March 24, 2015, the Offeror entered into a Credit Agreement with Orion Mine Finance ("Orion"); pursuant to which Orion agreed to provide a US$60,000,000 construction financing credit facility (the "Credit Facility"), which includes the following key terms: Draw down of the Credit Facility is subject to Red Eagle Mining completing an additional equity financing of at least US$15,000,000 (the "Equity Financing"); The Credit Facility will have a five year term with a principal holiday and capitalized interest for up to 18 months from the first advance; Advances under the Credit Facility will bear interest at LIBOR +7.5%; A Production Payment of US$30 per ounce produced is payable on the first 405,000 ounces of gold produced; Granting of 5,000,000 warrants to purchase Shares to Orion exercisable for a five year term at a strike price determined in the context of the Equity Financing; and Amounts outstanding under the Credit Facility will be secured against all of Red Eagle Mining s property and assets. CB Gold CB Gold was incorporated on May 11, 2009 under the BCBCA as B.C. Ltd. and changed its name to "CB Gold Inc." on May 22, CB Gold amalgamated with First Source Resources Inc. on October 28, 2010 and the amalgamated company continued under the name "CB Gold Inc.". The common shares of CB Gold started to trade on the TSXV under the symbol "CBJ" on November 2, 2010.The head office and registered and records office of CB Gold are located at West Cordova Street, Vancouver, British Columbia, V6C 3R5. See Section 2 of the Circular, "CB Gold". Reasons to Accept the Offer CB Gold Shareholders should consider the following factors in making a decision to accept the Offer: Significant Premium: Based on the closing price of the Red Eagle Shares on the TSXV on June 12, 2015 the consideration offered pursuant to the Offer has a value of $0.051 per CB Gold Share. The Offer consideration represents a premium of: - 46% based on the 20 day volume weighted average share prices of the Offeror and CB Gold on the TSXV for the period ended June 12, 2015; - 46% to the closing price of $0.035 of CB Gold Shares on the TSXV on June 12, 2015, the last trading day prior to the announcement of the Offeror s intention to make the Offer Participation in a Growth-Oriented Gold Company with Other Operations in Colombia: CB Gold Shareholders would participate in the Offeror s existing development stage fully-funded Santa Rosa Project in Colombia. The Vetas Gold Project would contribute to the next phase of growth of the Offeror. Continued Participation in Vetas Gold Project without Single Asset Risk: As shareholders of the Offeror, CB Gold Shareholders would continue to benefit from future increases in value associated with the permitting and development of the Vetas Gold Project without the significant single asset permitting, development and financing risk to which CB Gold Shareholders are currently exposed.

16 Proven Experience in Project Development: The Offeror has recent experience in bringing a new project into development in Colombia, being its recently financed Santa Rosa Project. The Offeror would apply this experience to the development of Vetas Gold Project to the benefit of all stakeholders. Greater Capacity to Advance Vetas Gold Project: With the Offeror s significant technical expertise and financial capacity, the Offeror believes it is better positioned than CB gold to advance the Vetas Gold Project through the development phase. Stronger Financial Capacity to Build the Vetas Gold Project: The Offeror is well capitalized and has sufficient liquidity to complete the development and construction of its Santa Rosa Gold Project and to commence work on the Vetas Gold Project. The Offeror has demonstrated its ability to raise the financing necessary to fund significant development projects. Enhanced Financial and Capital Markets Profile: CB Gold Shareholders would benefit from the enhanced capital markets profile of the Offeror, which has a large public float, greater trading liquidity and a more extensive presence in the capital markets than CB Gold. See Section 4 of the Circular, "Reasons to Accept the Offer". Purpose of the Offer The purpose of the Offer is to enable the Offeror to acquire, on the terms and subject to the conditions of the Offer, all of the issued and outstanding CB Gold Shares (other than CB Gold Shares held directly or indirectly by the Offeror and its affiliates), including CB Gold shares which may become outstanding on the exercise, exchange or conversion of Convertible Securities prior to the Expiry Time, together with the associates rights issued under the Shareholder Rights Plan. If the conditions of the Offer are satisfied or waived and the Offeror takes up and pays for the CB Gold Shares validly deposited under the Offer and not properly withdrawn, the Offeror intends to acquire any CB Gold Shares not deposited under the Offer through a Compulsory Acquisition, if available, or to propose a Subsequent Acquisition Transaction, in each case for consideration per CB Gold Share equal in value to and in the same form as the consideration paid by the Offeror per CB Gold Share under the Offer. The exact timing and details of any such transaction will depend upon a number of factors, including the number of CB Gold Shares acquired pursuant to the Offer. Although the Offeror intends to propose either a Compulsory Acquisition or a Subsequent Acquisition Transaction generally on the terms described herein, it is possible that, as a result of delays in the Offeror s ability to effect such a transaction, information subsequently obtained by the Offeror, changes in general economic or market conditions or in the business of CB Gold or other currently unforeseen circumstances, such a transaction may not be proposed, may be delayed or abandoned or may be proposed on different terms. Accordingly, the Offeror reserves the right not to propose a Compulsory Acquisition or a Subsequent Acquisition Transaction, or to propose a Subsequent Acquisition Transaction on terms other than as described in the Circular. See Section 13 of the Circular, "Acquisition of CB Gold Shares Not Deposited Under the Offer". If the Offer is successful, it is anticipated that the current management of the Offeror will manage CB Gold in place of CB Gold s current senior management and that the CB Gold Board of Directors will be replaced by nominees of the Offeror. With the exception of the foregoing, the Offeror has not developed any specific proposals with respect to CB Gold or its operations, or any changes in its assets, business strategies, management or personnel following the acquisition of the CB Gold Shares pursuant to the Offer. The Offeror intends to pursue the development of the Vetas Gold Project. If permitted by applicable Law, subsequent to the completion of the Offer and a Compulsory Acquisition or any Subsequent Acquisition Transaction, if necessary, the Offeror intends to delist the CB Gold Shares from the TSXV and to cause CB Gold to cease to be a reporting issuer under the securities laws of each of the provinces and territories of Canada in which it has such status. See Section 15 of the Circular, "Effect of the Offer on the Market For and Listing of CB Gold Shares and Status as a Reporting Issuer".

17 Manner of Acceptance A CB Gold Shareholder who wishes to accept the Offer must properly complete and execute the accompanying Letter of Transmittal and deposit it, at or prior to the Expiry Time, together with certificate(s) or DRS Advice(s) representing their CB Gold Shares and all other required documents, with the Depositary at its offices in Toronto, Ontario specified in the Letter of Transmittal in accordance with the instructions in the Letter of Transmittal. See Section 3 of the Offer, "Manner of Acceptance Letter of Transmittal". If a CB Gold Shareholder wishes to accept the Offer and deposit its CB Gold Shares under the Offer and the certificate(s) representing the CB Gold Shareholder s CB Gold Shares is (are) not immediately available, or if the certificate(s) and all other required documents cannot be provided to the Depositary at or prior to the Expiry tiem, such CB Gold Shares nevertheless may be validly deposited under the Offer in compliance with the procedures for guaranteed delivery using the accompanying Notice of Guaranteed Delivery, or a manually executed facsimile thereof, in accordance with the instructions in the Notice of Guaranteed Delivery. See Section 3 of the Offer, "Manner of Acceptance - Procedure for Guaranteed Delivery". CB Gold Shareholders may accept the Offer by following the procedures for book-entry transfer established by CDS, provided that a Book-Entry confirmation through CDSX is received by the Depositary at its offices in Toronto, Ontario specified in the Letter of Transmittal at or prior to the Expiry Time. CB Gold shareholders may also accept the Offer by following the procedure for book-entry transfer established by DTC, provided that a Book- Entry confirmation, together with an Agent s Message in respect thereof, or a Letter of Transmittal, properly completed and executed in accordance with the instructions therein, with the signatures guaranteed, if required, and all other required documents, are received by the Depositary at its offices in Toronto, Ontario specified in the Letter of Transmittal at or prior to the Expiry Time. CB Gold Shareholders accepting the offer through book-entry transfer must make sure documents or Agent s Message are received by the Depositary at or prior to the Expiry Time. See Section 3 of the Offer, "Manner of Acceptance by Book-Entry Transfer". Conditions of the Offer Subject to applicable Law, the Offeror reserves the right to withdraw or terminate the Offer and not take up and pay for any CB Gold Shares deposited under the Offer, and/or to extend the period of time during which the Offer is open for acceptance and postpone taking up and paying for any CB Gold Shares deposited under the Offer, and/or to amend the Offer, unless all of the conditions described in Section 4 of the Offer, "Conditions of the Offer", are satisfied or waived by the Offeror at or before the Expiry Time. These conditions include, among others, (i) there having been validly deposited under the Offer and not withdrawn, at or prior to the Expiry Time, such number of CB Gold Shares that, together with the CB Gold Shares held by the Offeror and its affiliates, represents not less than 51% of the CB Gold Shares (calculated on a fully diluted basis), (ii) the Shareholder Rights Plan having been waived, invalidated or cease-traded (iii) the CB Gold Financing having been invalidated, terminated or cease-traded, (iv) receipt of all governmental or regulatory approvals required to complete the Offer, including any necessary or advisable competition or anti-trust approvals and the expiry of any such applicable waiting periods, and (v) the absence of any Material Adverse Change in relation to CB Gold. The Offer is not subject to the approval of the Offeror s shareholders and is not subject to any financing or due diligence conditions. For a complete list of the conditions of the Offer, see Section 4 of the Offer, "Conditions of the Offer". Take-Up and Payment for Deposited CB Gold Shares If all the conditions of the Offer described in Section 4 of the Offer, "Conditions of the Offer", have been satisfied or waived by the Offeror at or prior to the Expiry Time, the Offeror will take up CB Gold Shares validly deposited under the Offer and not properly withdrawn promptly following the Expiry Time but in no event later than ten days after the Expiry Time of the Offer and will pay for CB Gold Shares taken up as soon as practicable thereafter, but in any event not later than three business days after taking up the deposited CB Gold Shares.

18 Withdrawal of Deposited CB Gold Shares CB Gold Shares deposited under the Offer may be withdrawn by or on behalf of the depositing CB Gold Shareholder at any time before the CB Gold Shares have been taken up by the Offeror under the Offer (including during any Subsequent Offering Period) and in the other circumstances described in Section 8 of the Offer, "Withdrawal of Deposited CB Gold Shares". Except as so indicated or as otherwise required or permitted by applicable Laws, deposits of CB Gold Shares are irrevocable. Acquisition of CB Gold Shares Not Deposited Under the Offer If, within 120 days after the date of the Offer, the Offer has been accepted by CB Gold Shareholders who, in the aggregate, hold not less than 90% of the issued and outstanding CB Gold Shares in respect of which the Offer was made as at the Expiry Time, other than CB Gold Shares held at the date of the Offer by, or by a nominee for, the Offeror or its affiliates, and the Offeror acquires or is bound to take up and pay for such deposited CB Gold Shares under the Offer, the Offeror intends, to the extent possible, to acquire those CB Gold Shares that remain outstanding held by those persons who did not accept the Offer pursuant to a Compulsory Acquisition. If the right of Compulsory Acquisition is not available for any reason, or if the Offeror elects not to pursue such right, the Offeror may pursue other means of acquiring, directly or indirectly, all of the CB Gold Shares and other securities exercisable for or convertible or exchangeable into CB Gold Shares in accordance with applicable Law, including by means of a Subsequent Acquisition Transaction. The detailed terms of any Subsequent Acquisition Transaction, including the timing of its implementation and the consideration to be received by CB Gold Shareholders, would necessarily be subject to a number of considerations, including the number of CB Gold Shares acquired pursuant to the Offer. See Section 15 of the Circular, "Acquisition of CB Gold Shares Not Deposited Under the Offer". CB Gold Shareholders who do not deposit their CB Gold Shares under the Offer may have certain rights of dissent in the event the Offeror acquires such CB Gold Shares by way of a Compulsory Acquisition or Subsequent Acquisition Transaction, including the right to seek judicial determination of the fair value of their CB Gold Shares. See Section 15 of the Circular, "Acquisition of CB Gold Shares Not Deposited Under the Offer". Shareholder Rights Plan CB Gold adopted the Shareholder Rights Plan on August 27, 2014, which was ratified by CB Gold Shareholders on January 28, The Offer is not a Permitted Bid for the purposes of the Shareholder Rights Plan. Accordingly, in order for the Offer to proceed, the CB Gold Board of Directors must waive the acquisition of the CB Gold Shares under the Offer as a triggering event under the Shareholder Rights Plan or the Offeror must be satisfied that such rights have been held to be unexercisable or unenforceable with respect to the Offer and any Compulsory Acquisition and any Subsequent Acquisition Transaction. See "Conditions of the Offer" in Section 4 of the Offer and "Shareholder Rights Plan" in Section 6 of the Circular. The Offeror believes that at the Expiry Time, CB Gold, the CB Gold Board of Directors and the CB Gold Shareholders will have had more than adequate time to fully consider the Offer and any available alternative transactions and to determine whether to deposit their CB Gold Shares pursuant to the Offer. Principal Canadian Federal Income Tax Considerations A Resident CB Gold Shareholder who holds CB Gold Shares as capital property and who exchanges such CB Gold Shares pursuant to the Offer will not realize a capital gain (or capital loss) in respect of the exchange unless such Resident CB Gold Shareholder elects to report such gain (or loss) in its Canadian tax return for the year of disposition. Similarly, a Non-Resident CB Gold Shareholder who holds CB Gold Shares as capital property and who exchanges such CB Gold Shares pursuant to the Offer will not realize a capital gain (or capital loss) in respect of the exchange unless such Non-Resident CB Gold Shareholder elects to report such gain (or loss) in its Canadian tax return for the year of disposition. In addition, a Non-Resident CB Gold Shareholder who elects to report a capital gain (or capital loss) in its Canadian tax return for the year of disposition resulting from a disposition of CB Gold Shares pursuant to

19 the Offer will not realize a capital gain (or capital loss) unless CB Gold shares constitute "taxable Canadian property" other than "treaty-protected property". Depending on the manner and circumstances in which a Subsequent Acquisition Transaction is undertaken, the tax consequences applicable to a CB Gold Shareholder who is disposing of CB Gold Shares pursuant to a Subsequent Acquisition Transaction could differ in a materially adverse way from the tax consequences that would be applicable to such CB Gold Shareholder if it were to dispose of CB Gold Shares under the Offer. In the case of a non-resident CB Gold Shareholder, a portion of the consideration received on the disposition of CB Gold Shares pursuant to a Subsequent Acquisition Transaction could be subject to Canadian withholding tax. The foregoing is only a brief summary of principal Canadian federal income tax consequences and is qualified by the description of principal Canadian federal income tax considerations in Section 20 of the Circular, "Principal Canadian Federal Income Tax Considerations". CB Gold Shareholders are urged to consult their own tax advisors to determine the particular tax consequences to them of an exchange of CB Gold Shares pursuant to the Offer or a disposition of CB Gold Shares pursuant to any Compulsory Acquisition, Compelled Acquisition, Subsequent Acquisition Transaction, or any other disposition in connection with the Offer. Risk Factors An investment in Red Eagle Shares and the Offer are subject to certain risks. In assessing the Offer, CB Gold Shareholders should carefully consider the risks described in Section 23 of the Circular, "Risk Factors". Depositary The Offeror has engaged Computershare Investor Services Inc. to act as the Depositary to receive deposits of certificates and DRS Advices representing CB Gold Shares and accompanying Letters of Transmittal deposited under the Offer at its offices in Toronto, Ontario specified in the Letter of Transmittal and to provide information to CB Gold Shareholders in connection with the Offer. In addition, The Depositary will receive Notices of Guaranteed Delivery at its offices in Toronto, Ontario specified in the Notice of Guaranteed Delivery. The Depositary will also be responsible for giving certain notices, if required, and for making payment for all CB Gold Shares purchased by the Offeror under the Offer. The Depositary will also facilitate book-entry transfers of CB Gold Shares. See Section 3 of the Offer, "Manner of Acceptance", and Section 27 of the Circular, "Depositary". The Depositary will receive reasonable and customary compensation from the Offeror for its services in connection with the Offer and will be reimbursed for certain out-of-pocket expenses. Information Agent Questions and requests for assistance may be directed to the Information Agent for the Offer, Laurel Hill Advisory Group, at toll free in North America or at outside of North America or by at [email protected]. Regulatory Requirement The Offer will be subject to the filing requirements with regulatory authorities in Canada.

20 GLOSSARY In the Offer and Circular, unless the context otherwise requires, the following terms have the meanings set forth below. "affiliate" has the meaning given to it in the Securities Act (British Columbia). "Agent's Message" means a message transmitted by DTC to, and received by, the Depositary and forming part of a Book-Entry Confirmation, which states that DTC has received an express acknowledgement from the participant in DTC depositing the CB Gold Shares which are the subject of such Book-Entry Confirmation that such participant has received and agrees to be bound by the terms of the Letter of Transmittal as if executed by such participant and that the Offeror may enforce such agreement against such participant. "Appointee" has the meaning given to it in Section 5 of the Offer, "Manner of Acceptance - Power of Attorney". "Appropriate Regulatory Approvals" means those sanctions, rulings, consents, orders, exemptions, permits and other approvals (including the lapse, without objection, of a prescribed time under a statute or regulation that states that a transaction may be implemented if a prescribed time lapses following the giving of notice without an objection being made) of Governmental Entities required in connection with the commencement of the Offer or the consummation of the Offer. "associate" has the meaning given to it in the Securities Act (British Columbia). "BCBCA" means the Business Corporations Act (British Columbia). "Book-Entry Confirmation" means a confirmation of a book-entry transfer of a CB Gold Shareholder's CB Gold Shares into the Depositary's account at CDS or DTC, as applicable. "business day" means any day of the week other than a Saturday, Sunday or a statutory or civic holiday observed in Vancouver, British Columbia, Canada. "CB Gold" means CB Gold Capital Corp., a corporation existing under the BCBCA. "CB Gold Board of Directors" means the board of directors of CB Gold. CB Gold Financing means the private placement financing for gross proceeds of $3,500,000 announced by CB Gold on June 22, 2015, and any amendments thereto; "CB Gold Shareholders" means holders of CB Gold Shares. "CB Gold Share" means a common share in the capital of CB Gold. "CDS" means the Canadian Depository for Securities Limited. "CDSX" means CDS on-line tendering system pursuant to which book-entry transfers of securities may be effected. "Circular" means the take-over bid circular accompanying the Offer, including the Schedule(s) attached thereto. "Compulsory Acquisition" has the meaning given to that term in Section 13 of the Circular, "Acquisition of CB Gold Shares Not Deposited Under the Offer Compulsory Acquisition". "Convertible Securities" means any securities of CB Gold exercisable or exchangeable for, convertible into or otherwise conferring a right to acquire, any CB Gold Shares, including any option, warrant or convertible debenture;

21 "CRA" has the meaning given to it in Section 17 of the Circular, "Certain Canadian Federal Income Tax Considerations". "Depositary" meanscomputershare Investor Services Inc. "Distributions" has the meaning given to it in Section 5 of the Offer, "Manner of Acceptance -Dividends and Distributions". "DTC" means The Depository Trust Company. "Effective Date" means the date on which the Offeror first pays for CB Gold Shares deposited under the Offer. "Eligible Institution" means a Canadian Schedule I chartered bank, a major trust company in Canada, a member of a Securities Transfer Agents Medallion Program (STAMP), a member of the Stock Exchange Medallion Program (SEMP) or a member of the New York Stock Exchange, Inc. Medallion Signature Program (MSP). Members of these programs are usually members of a recognized stock exchange in Canada or the United States, members of the Investment Industry Regulatory Organization of Canada, members of the Financial Industry Regulatory Authority or banks or trust companies in the United States. "Expiry Date" means the end of the day on August 5, 2015 or such other date as is set out in a notice of change or a notice of variation of the Offer issued at any time and from time to time extending the period during which CB Gold Shares may be deposited under the Offer, provided that, if such day is not a business day, unless the Offer is withdrawn by the Offeror, then the Expiry Date will be the next business day. See Section 6 of the Offer, "Extensions, Variations and Changes to the Offer". "Expiry Time" means 4:00 p.m. (Toronto time), on the Expiry Date or such other time as is set out in a notice of change or a notice of variation of the Offer issued at any time and from time to time. See Section 6 of the Offer, "Extensions, Variations and Changes to the Offer". "forward-looking statements" has the meaning given to it in "Statements Regarding Forward-Looking Information". "GAAP" means generally accepted accounting principles or International Financial Reporting Standards as applicable. "Governmental Entity" means (a) any supranational, national, provincial, territorial, state, regional, municipal, local or other government, governmental or public department, central bank, court, tribunal, arbitral body, administrative agency, commission, board, bureau or agency, domestic or foreign; (b) any subdivision, agent, commission, board, or authority of any of the foregoing; (c) any self-regulatory authority; (d) the Exchange; or (g) any quasi-governmental or private body exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing. "including" (or "includes") means including (or includes) without limitation. "laws" means all laws, by-laws, statutes, rules, regulations, principles of law, policies, orders, ordinances, decisions, declarations, rulings, directives, judgments, decrees or other requirements of any Governmental Entity and the terms and conditions of any grant of approval, permission, authority or license of any Governmental Entity, which, for greater certainty, shall include the laws of Canada, and the term "applicable" with respect to such laws and in a context that refers to one or more persons, means such laws as are applicable to such person or its business, undertaking, property or securities and emanate from a person having jurisdiction over the person or persons or its or their business, undertaking, property or securities. "Letter of Transmittal" means the letter of acceptance and transmittal in the form accompanying the Offer and Circular.

22 "Material Adverse Effect" means, in respect of any person, any effect, change, event, occurrence or state of facts, that is, or could reasonably be expected to be, material and adverse to the business, properties, assets, liabilities (including any contingent liabilities that may arise through outstanding, pending, or threatened litigation or otherwise), capitalization, condition (financial or otherwise), operations, licenses, permits, results of operations, prospects, articles, by-laws, rights or privileges of the relevant person, other than any effect, change, event, occurrence or state of facts: (i) relating solely to general political, economic or financial conditions; (ii) relating solely to the state of securities or commodities markets in general; (iii) solely attributable to the announcement of the transactions contemplated herein; (iv) relating solely to the industries in which CB Gold and its subsidiaries operate in general; or (v) in applicable Laws or regulations or GAAP. "MI " means Multilateral Instrument entitled "Protection of Minority Security Holders in Special Transactions". "Minimum Tender Condition" means that there will have been validly deposited under the Offer and not withdrawn at the Expiry Time at least that number of CB Gold Shares which constitutes at least 51% of the issued and outstanding CB Gold Shares at the Expiry Time. "Offer" means the Offeror's Offer to purchase the CB Gold Shares made hereby. "Offer and Circular" means the Offer and the Circular, collectively. "Offered Consideration" means the consideration to be paid by the Offeror for the CB Gold Shares taken up under the Offer. "Offeror" means Red Eagle Mining Corporation, a corporation existing under the BCBCA. "Offer Period" means the period commencing on the date of the Offer and ending at the Expiry Time. "person" includes an individual, partnership, association, body corporate, joint venture, business organization, trustee, executor, administrator, legal representative, government (including any Governmental Entity) or any other entity, whether or not having legal status. "Purchased Securities" has the meaning given to it in Section 5 of the Offer, "Manner of Acceptance - Power of Attorney". "Red Eagle Share" means a common share in the capital of the Offeror. "Remaining Shareholder" means each CB Gold Shareholder to whom the Offer was made but who did not accept the Offer. "Resident Holder" or "Resident Holders" has the meaning given to it in Section 17 of the Circular, "Certain Canadian Federal Income Tax Considerations CB Gold Shareholders Resident in Canada". "Shareholder Rights Plan" means the Shareholder Rights Plan adopted by CB Gold on August 27, 2014, and ratified by the CB Gold Shareholders on January 28, "Subsequent Acquisition Transaction" has the meaning given to that term in Section 13 of the Circular, "Acquisition of CB Gold Shares Not Deposited Under the Offer". "subsidiary" means, with respect to a person, any body corporate of which more than 50% of the outstanding shares ordinarily entitled to elect a majority of the board of directors thereof (whether or not shares of any other class or classes will or might be entitled to vote upon the happening of any event or contingency) are at the time owned or over which voting control or direction is exercised, directly or indirectly, by such person and will include any body corporate, partnership, trust, joint venture or other entity over which such person exercises direction or control or which is in a like relation to a subsidiary.

23 "Take-Up Date" means a date upon which the Offeror takes up or acquires CB Gold Shares under the Offer. The Offeror reserves the right, to the extent permitted by applicable law, to have multiple Take-Up Dates. "Tax Act" means the Income Tax Act (Canada) and the regulations thereunder, as amended. "taxable capital gain" has the meaning given to it in Section 17 of the Circular, "Certain Canadian Federal Income Tax Considerations - Shareholders Resident in Canada - Taxation of Capital Gains and Losses on the Disposition". "TSXV" means the TSX Venture Exchange Inc. "United States" or "U.S." means the United States of America, its territories and possessions, any State of the United States, and the District of Columbia. "Vetas Gold Project" means the gold-silver exploration project located in the Department of Santander, Colombia, and which is 100% owned by CB Gold.

24 OFFER June 29, 2015 TO: THE HOLDERS OF CB GOLD SHARES The accompanying Circular, which is incorporated into and forms part of the Offer, contains important information and should be read carefully before making a decision with respect to the Offer. This Offer and the Circular constitute the take-over bid circular required under applicable Canadian securities laws. Capitalized terms used in the Offer but not otherwise defined herein are defined in the section entitled "Glossary" above. 1. The Offer The Offeror is offering to purchase, on the terms and subject to the conditions of the Offer, all of the issued and outstanding CB Gold Shares, other than any CB Gold Shares held directly or indirectly by the Offeror and its affiliates, including any CB Gold Shares that may become issued and outstanding upon the exercise, exchange or conversion of Convertible Securities after the date hereof but prior to the Expiry Time, together with the associated rights issued under the Shareholder Rights Plan, for consideration per CB Gold Share of of a Red Eagle Share. The Offer consideration represents a premium of approximately 46% based on the volume-weighted average prices of the CB Gold Shares and the Red Eagle Shares on the TSXV for the 20 trading days ended June 12, The Offer consideration represents a premium of approximately 46% based on the closing prices of $0.035 for the CB Gold Shares and $0.325 for the Red Eagle Shares on the TSXV on June 12, The Offeror and its affiliates currently own or control no CB Gold Shares. No fractional Red Eagle Shares will be issued pursuant to the Offer. Where the aggregate number of Red Eagle Shares to be issued a CB Gold Shareholder under the Offer would result in a fraction of a Red Eagle Share being issuable, the number of Red Eagle Shares to be received by such CB Gold Shareholder will be rounded to the nearest whole Red Eagle Share. The Offer is being made only for CB Gold Shares, together with the associated rights issued under the Shareholder Rights Plan, and is not being made for any other securities. Any holder of Convertible Securities who wishes to accept the Offer should, subject to and to the extent permitted by the terms of such securities and applicable Laws, exercise, exchange or convert such Convertible Securities in order to acquire CB Gold Shares and then deposit those CB Gold Shares on a timely basis in accordance with the terms of the Offer. Any such exercise, exchange or conversion must be completed sufficiently in advance of the Expiry Time to ensure that the holder of such Convertible Securities will have received share certificates representing the CB Gold Shares issuable upon such exercise, exchange or conversion in time for deposit prior to the Expiry Time, or in sufficient time to comply with the procedures referred to under Section 3 of the Offer, "Manner of Acceptance Procedure for Guaranteed Delivery". The obligation of the Offeror to take up and pay for CB Gold Shares pursuant to the Offer is subject to certain conditions. See Section 2 of the Offer, "Conditions of the Offer". CB Gold Shareholders should contact the Depositary, the Information Agent, their investment advisor, stockbroker, bank, trust company or other nominee for assistance in accepting the Offer and in depositing their CB Gold Shares with the Depositary. The Information Agent can be contacted at toll free in North America or at outside of North America or by at [email protected]. CB Gold Shareholders will not be required to pay any fee or commission if they accept the Offer by depositing their CB Gold Shares directly with the Depositary or if they make use of the services of a soliciting dealer to accept the Offer.

25 The accompanying Circular, which is incorporated into and forms part of the Offer, and the Letter of Transmittal contain important information that should be read carefully before making a decision with respect to the Offer. 2. Conditions of the Offer Notwithstanding any other provision of the Offer, subject to applicable law, and provided that the Offeror may not assert an Offer condition when the condition is triggered by the Offeror's own action or inaction, the Offeror shall have the right to withdraw or terminate the Offer and shall not be required to take up, purchase or pay for, and shall have the right to extend the period of time during which the Offer is open and postpone taking up and paying for, any CB Gold Shares deposited under the Offer unless all of the following conditions are satisfied or waived by the Offeror (in its sole discretion) at or prior to the Expiry Time: (a) (b) (c) (d) there shall have been validly deposited under the Offer and not withdrawn, at or prior to the Expiry Time, such number of CB Gold Shares that, together with the CB Gold Shares already owned by the Offeror and its affiliates, represents not less than 51% of the CB Gold Shares (calculated on a fully diluted basis); the Shareholder Rights Plan (or any other shareholder rights plan or similar plan adopted by CB Gold), shall have been waived, invalidated or cease-traded so as to have no effect in respect of, and so that it does not and will not reasonably be expected to adversely affect, the Offer or the Offeror or its affiliates (as applicable) either before, on or after consummation of the Offer or the purchase of CB Gold Shares under the Offer, any Compulsory Acquisition or any Subsequent Acquisition Transaction; the CB Gold Financing shall have been invalidated, terminated or cease-traded so as to have no effect in respect of, and so that it does not and will not reasonably be expected to increase the number of issued and outstanding common shares of CB Gold, or adversely affect the Offer or the Offeror or its affiliates, either before, on or after consummation of the Offer or the purchase of CB Gold Shares under the Offer, any compulsory Acquisition or any Subsequent Acquisition Transaction; the Offeror shall have determined in its reasonable judgment that none of CB Gold or any of its subsidiaries shall have disclosed a previously undisclosed action, event or change, or shall have taken any action or failed to take any action since the date of this Offer and Circular, or authorized, recommended, proposed or announced the intention to take any action, that prevents, adversely affects or materially delays the Offeror from acquiring CB Gold Shares or implementing the Offeror s plans as described in Section 5 of the Circular, "Purpose of the Offer and the Offeror's Plans for CB Gold", or makes it inadvisable for the Offeror to proceed with the Offer and/or take up and pay for CB Gold Shares under the Offer, any Compulsory Acquisition or any Subsequent Acquisition Transaction or would reasonably be expected to have any such effect, including: (i) issuing, selling or authorizing any additional CB Gold Shares, shares of any other class or series in the capital of CB Gold or any of its subsidiaries, other voting securities or any securities convertible into, or options, rights or warrants, conditional or otherwise, to acquire, any of the foregoing, or any other securities or rights in respect of, in lieu of, or in substitution or exchange for any of the foregoing, other than issuances of securities required by Law or upon the exercise of any Convertible Securities outstanding on the date of the Offer in accordance with the terms of such Convertible Securities and as publicly disclosed prior to the date of the Offer;

26 (ii) (iii) (iv) (v) (vi) (vii) (viii) (ix) (x) (xi) acquiring or otherwise causing a reduction in the number of, or authorizing or proposing the acquisition or other reduction in the number of, outstanding CB Gold Shares or other securities of CB Gold or any of its subsidiaries; declaring, paying, authorizing or making any payment, distribution or dividend on any of CB Gold's securities; altering or proposing to alter any term of any outstanding CB Gold securities; issuing or selling, or authorizing or proposing the issuance or sale of, any debt securities or otherwise incurring, authorizing, committing to incur or proposing the incurrence of any debt or the making of any loans or advances or guaranteeing or becoming otherwise responsible for any liabilities or obligations of any other person; announcing, entering into or consummating any purchase, licence, lease or other acquisition of an interest in assets or securities that, individually or in the aggregate, is material to CB Gold and its subsidiaries on a consolidated basis; taking any action with respect to, or entering into any agreement, proposal, offer or understanding relating to, any sale, disposition, licence, lease, pledge, earn-in, joint venture, spin-out, offtake agreement, streaming agreement or otherwise dealing with any of the assets of CB Gold or any of its subsidiaries, including, granting an interest to any person in the Vetas Gold Project, other than any such sale, disposition, licence, lease, pledge, earn-in, joint venture, spin-out, offtake, streaming agreement or other dealing between CB Gold and any entity which is a wholly-owned subsidiary of CB Gold or that, individually or in the aggregate, is not material to CB Gold and its subsidiaries on a consolidated basis; taking any action related to any take-over bid (other than the Offer) or tender offer (including, an issuer bid or self-tender offer) or exchange offer, merger, amalgamation, statutory arrangement, recapitalization, reorganization, consolidation, business combination, share exchange, liquidation, dissolution, winding up or similar transaction involving CB Gold or any of its subsidiaries; making or committing to make, or otherwise incurring any obligation in respect of, any capital expenditure that, individually or in the aggregate, is material to CB Gold and its subsidiaries on a consolidated basis, other than such commitments or obligations in respect of which CB Gold has entered into legally binding agreements prior to the date of the Offer that have been publicly disclosed prior to the date of the Offer; entering into, adopting, amending, varying, modifying or taking any other action with respect to any bonus, profit sharing, option, incentive, salary or other compensation, equity based award, pension, retirement, deferred compensation, severance, change in control, employment or other employee benefit plan, agreement, trust, fund or arrangement for the benefit or welfare of any officer, director or employee of CB Gold or its subsidiaries, or similar rights or other benefits; waiving, releasing, relinquishing, impairing, exercising, granting, transferring or amending any rights of material value under or in respect of, or terminating any material contract, license, lease, permit, authorization, private land, mineral lease, mining claim, concession, agreement, instrument or other document, other than in the ordinary course of business consistent with past practice and only if so doing would not adversely affect CB Gold and its subsidiaries on a consolidated basis; or

27 (xii) making, proposing, authorizing or permitting any change to the constating documents of CB Gold or any of its subsidiaries. (e) (f) (g) (h) (i) all Governmental Authority or regulatory consents, authorizations, waivers, permits, reviews, orders, rulings, decisions, approvals or exemptions (including, any competition or antitrust Laws and those of any stock exchange or other securities regulatory authorities) that are necessary to complete the Offer, any Compulsory Acquisition or any Subsequent Acquisition Transaction, including the listing on the TSXV of the Red Eagle Shares issuable pursuant to the Offer, any Compulsory Acquisition or any Subsequent Acquisition Transaction, shall have been obtained or concluded on terms and conditions reasonably satisfactory to the Offeror and all regulatory notice and waiting or suspensory periods in respect of the foregoing shall have expired or been terminated; (x) no inquiry, act, action, suit, investigation, litigation, objection, opposition or other proceeding (whether formal or informal) shall have been commenced, announced, threatened or taken before or by, and no judgment or order shall have been issued by, any Governmental Authority or other person (whether or not having the force of Law), and (y) no Law shall exist or have been proposed, enacted, promulgated, amended or applied (including with respect to the interpretation or administration thereof) to make illegal, enjoin, prohibit, materially delay or impose material limitations or conditions on the purchase by or the sale to the Offeror of the CB Gold Shares, the right of the Offeror to own or exercise full rights of ownership of the CB Gold Shares, or the consummation of the Offer, any Compulsory Acquisition or any Subsequent Acquisition Transaction or implement the Offeror s plans as described in Section 5 of the Circular, "Purpose of the Offer and the Offeror s Plans for CB Gold"; the Offeror shall have determined in its reasonable judgment that (i) neither CB Gold nor any of its entities shall have taken or proposed to take any action, or disclosed any previously undisclosed action or intention to take any action, and no other person shall have taken or proposed to take any action, that might result in a Material Adverse Change, and (ii) there shall not exist and shall not have occurred any condition, event, circumstance, change, effect, development, occurrence or state of facts that was not publicly disclosed as at the date of the Offer that might constitute or that might result in a Material Adverse Change; the Offeror shall not have become aware of any untrue statement of a material fact, or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made and at the date it was made (after giving effect to all subsequent filings in relation to all matters covered in earlier filings), in any document filed by or on behalf of CB Gold or its entities with any securities regulatory authority in Canada or elsewhere; and the Offeror shall have determined in its reasonable judgment that (i) no material right, franchise, private land, mineral lease, mining claim, concession, permit, lease or licence of CB Gold or any of its subsidiaries has been or may be impaired or otherwise adversely affected, or threatened to be impaired or adversely affected, whether as a result of the making of the Offer, the taking up and paying for Deposited Shares, the completion of any Compulsory Acquisition or any Subsequent Acquisition Transaction or otherwise and (ii) no material covenant, term or condition exists in any contract, agreement, indenture or other instrument that was not publicly disclosed as at the date of the Offer and to which CB Gold or any of its subsidiaries is a party or to which they or any of their properties or assets are subject, which in the case of either (i) or (ii) might make it inadvisable for the Offeror to proceed with the Offer or with taking up and paying for the Deposited Shares or completing any Compulsory Acquisition or any Subsequent Acquisition Transaction. The foregoing conditions are for the exclusive benefit of the Offeror and may be asserted by the Offeror at any time regardless of the circumstances giving rise to any such condition including any action or inaction by the Offeror. Each of the foregoing conditions is independent of and in addition to each other such condition. The Offeror may, in the Offeror's sole discretion, waive any of the foregoing conditions, in whole or in part, at any time and from time

28 to time without prejudice to any other rights which the Offeror may have. The failure by the Offeror at any time to exercise any of the foregoing rights will not be deemed to be a waiver of any such right and each such right shall be deemed to be an ongoing right which may be asserted at any time and from time to time. The Offeror reserves the right to withdraw the Offer if, at the Expiry Time, any condition to the Offer remains unsatisfied or has not been waived. Any determination by the Offeror concerning any event or other matter described in the foregoing conditions shall be final and binding on all parties. Any waiver of a condition or the withdrawal of the Offer will be effective upon written notice or other communication confirmed in writing by the Offeror to that effect to the Depositary at its office in Toronto, Ontario. The Offeror, forthwith after giving any such notice, will make a public announcement of such waiver or withdrawal in compliance with applicable securities laws in respect of such waiver or withdrawal, will cause the Depositary, if required by law, as soon as practicable thereafter to notify CB Gold Shareholders in the manner set forth below in Section 11 of this Offer, "Notice and Delivery". In the event that the Offeror waives a material condition to the Offer, the Offeror will disseminate notice of such waiver to CB Gold Shareholders in a manner reasonably calculated to inform such holders of such waiver and will allow sufficient time for CB Gold Shareholders to consider the effect of such waiver on the Offer. Any notice of waiver will be deemed to have been given and to be effective on the day on which it is delivered or otherwise communicated to the Depositary at its office in Toronto, Ontario. In the event of any waiver, all CB Gold Shares deposited previously and not taken up or withdrawn will remain subject to the Offer and may be accepted for purchase by the Offeror in accordance with the terms of the Offer. If the Offer is withdrawn, the Offeror will not be obligated to take up or pay for any CB Gold Shares deposited under the Offer and the Depositary will promptly return all CB Gold Shares to the parties by whom it was deposited in acceptance of the Offer. See Section 9 of this Offer, "Return of Deposited Securities". 3. Take-Up and Payment for Deposited CB Gold Shares Upon the terms and subject to the conditions of the Offer, the Offeror will take up and pay for CB Gold Shares validly deposited under the Offer and not properly withdrawn pursuant to Section 8 of this Offer, "Right to Withdraw Deposited CB Gold Shares", promptly, after the Offeror becomes obligated by the terms of the Offer to take-up the CB Gold Shares. Any CB Gold Shares deposited under the Offer after the first date on which CB Gold Shares have been taken up by the Offeror will be taken up and paid for as soon as reasonably practicable, and in any event not later than three business days following the time at which the Offeror becomes obligated to take up CB Gold Shares under the Offer and pursuant to applicable Laws. Subject to applicable law, the Offeror expressly reserves the right in its sole discretion at any time and from time to time to delay or otherwise refrain from taking up and paying for any CB Gold Shares or to terminate the Offer and not take up or pay for any CB Gold Shares or terminate the Offer if any condition of the Offer is not satisfied or, where permitted, waived by the Offeror by giving written notice thereof, or other communication confirmed in writing, to the Depositary at its office in Toronto, Ontario. The Offeror also expressly reserves the right, in its sole discretion and notwithstanding any other condition of the Offer, to delay taking up and paying for CB Gold Shares in order to comply, in whole or in part, with any applicable law. For the purposes of the Offer, the Offeror will be deemed to have taken up and accepted for payment CB Gold Shares validly deposited and not validly withdrawn pursuant to the Offer if, as and when the Offeror gives written notice or other communication confirmed in writing to the Depositary of its acceptance for payment of such CB Gold Shares pursuant to the Offer at its principal office in Vancouver, British Columbia. The Offeror will pay for CB Gold Shares validly deposited under the Offer and not withdrawn by providing the Depositary with sufficient Red Eagle Shares for transmittal to persons who have deposited CB Gold Shares under the Offer. The Depositary will act as the agent of the persons who have deposited CB Gold Shares in acceptance of the Offer for the purposes of receiving the Offered Consideration from the Offeror and transmitting such Offered Consideration to such persons. Receipt of such funds representing the Offered Consideration by the Depositary will be deemed to constitute receipt of payment by persons depositing CB Gold Shares pursuant to the Offer. Under no circumstances will interest accrue or be paid by the Offeror or the Depositary to persons depositing CB Gold Shares on the purchase price of CB Gold Shares purchased by the Offeror, regardless of any delay in making such payment.

29 Settlement with each CB Gold Shareholder who has validly deposited and not validly withdrawn CB Gold Shares under the Offer will be made by the Depositary delivering or causing to be delivered certificates representing that number of Red Eagle Shares to which the person depositing CB Gold Shares is entitled. Subject to the foregoing and unless otherwise directed by the Letter of Transmittal, the cheques and share certificates representing the Red Eagle Shares will be issued in the name of the registered CB Gold Shareholder of the CB Gold Shares so deposited. Unless the person depositing the CB Gold Shares instructs the Depositary to hold the share certificates for pick-up by checking the appropriate box in the Letter of Transmittal, the share certificates will be forwarded by first class mail to such person at the address specified in the Letter of Transmittal. If no such address is specified, the share certificates will be sent to the address of the CB Gold Shareholder as shown on the securities register maintained by or on behalf of CB Gold. Share certificates mailed in accordance with this paragraph will be deemed to be delivered at the time of mailing. If any Deposited Equity is not accepted for payment pursuant to the terms and conditions of the Offer for any reason, or if certificates are submitted for more CB Gold Shares than are deposited, certificates for unpurchased CB Gold Shares will be returned, at the Offeror's expense, to the depositing CB Gold Shareholder as soon as it is practicable following the termination of the Offer or the conclusion of the Offer, as applicable. Unless otherwise directed in the Letter of Transmittal, certificates representing unpurchased CB Gold Shares will be forwarded to the address of the registered CB Gold Shareholder as shown on the securities register maintained by CB Gold. CB Gold Shareholders depositing CB Gold Shares will not be required to pay any fee or commission if they accept the Offer by depositing their CB Gold Shares directly with the Depositary. If you own your CB Gold Shares through a broker or other nominee and your broker or nominee tenders your CB Gold Shares on your behalf, your broker or nominee may charge you a fee for doing so. 4. Time for Acceptance The Offer is open for acceptance during the period commencing on June 29, 2015 and ending at 4:00 p.m. (Toronto time) on August 5, 2015, or such later time or times and date or dates to which the Offer may be extended from time to time by the Offeror, in accordance with Section 5 of the Offer, "Extension, Variation or Change of the Offer", unless the Offer is withdrawn by the Offeror. Any decision to extend the Offer, including for how long, will be made prior to the Expiry Time. The Expiry Time may be subject to multiple extensions. If the Offeror elects or is required to extend the Expiry Time for the Offer, it will publically announce the variation the new expiration date no later than 9:00 a.m. (Toronto time) on the first business day after the previously scheduled expiration of the offer and, if required by applicable Law, the Offeror will mail you a copy of the notice of variation. The Offeror reserves the right to provide a subsequent offering period (a "Subsequent Offering Period"). A Subsequent Offering Period, if one is provided, will be an additional period of no less than ten days, beginning immediately after the Offeror accepts for payment (subject to the requirement to promptly pay for) all the CB Gold Shares tendered to the Offer, during which period CB Gold Shareholders may tender their CB Gold Shares, provided that, among other requirements, the Offeror announces the results of the initial offering period of the Offer, including the approximate number and percentage of CB Gold Shares deposited under the Offer, no later than 9:00 a.m. (Toronto time) on the next business day following the date upon which the Offeror becomes entitled to take up CB Gold Shares under applicable Laws. In accordance with Canadian Law and custom, the Offeror intends to take up and pay for CB Gold Shares deposited during the Subsequent Offering Period within ten calendar days of the date the CB Gold Shares were deposited. If the Offeror elects to provide a Subsequent Offering Period, the Offeror will publicly announce the Subsequent Offering Period and, if required by applicable Law, the Offeror will mail you a notice of the Subsequent Offering Period. The factors that could affect the Offeror s decision as to whether it will elect to provide a Subsequent Offering Period include, without limitation, (i) the number of Deposited Shares, (ii) whether the Offeror can effect a Compulsory Acquisition (as defined below) or Subsequent Acquisition Transaction (as defined below) after the Expiry Time and, in particular, whether the number of Deposited Shares, together with the CB Gold Shares held by the Offeror and its affiliates, represents not less than 90% or 66⅔% of the issued and outstanding CB Gold Shares (calculated on a fully diluted basis), (iii) the conditions to the Offer being satisfied, and (iv) discussions with its

30 financial and legal advisors regarding the feasibility of a Subsequent Offering Period, a Compulsory Acquisition and/or a Subsequent Acquisition Transaction. See Section 6 of this Offer, "Extensions, Variations and Changes to the Offer". 5. Manner of Acceptance Letter of Transmittal The Offer may be accepted by CB Gold Shareholders by depositing the following documents with the Depositary at the office specified in the Letter of Transmittal accompanying the Offer, so as to be received at or prior to the Expiry Time: (a) (b) (c) a Letter of Transmittal (or a manually signed facsimile thereof), properly completed and duly executed as required by the instructions set out in the Letter of Transmittal; the certificate(s) or DRS Advice(s) representing the CB Gold Shares in respect of which the Offer is being accepted; and any other documents required by the terms of the Offer and the instructions set out in the Letter of Transmittal. The Offer will be deemed to be accepted only if the Depositary actually has received these documents at or before the Expiry Time at one of the addresses for the Depositary indicated on the Letter of Transmittal. Signature Guarantees No signature guarantee is required on the Letter of Transmittal if the Letter of Transmittal is signed by the registered owner of the CB Gold Shares exactly as the name of the registered CB Gold Shareholder appears on the CB Gold Share certificate deposited therewith, and the cheques and/or share certificates to be issued under the Offer are to be delivered directly to such registered CB Gold Shareholder. In all other cases, all signatures on the Letter of Transmittal must be guaranteed by an Eligible Institution. If a certificate representing CB Gold Shares is registered in the name of a person other than the signatory of a Letter of Transmittal or if the certificates representing unpurchased registered securities are to be delivered to a person other than the registered owner, the certificate must be endorsed or accompanied by an appropriate power of attorney, in either case, signed exactly as the name of the registered owner appears on the certificate with the signature on the certificate or power of attorney guaranteed by an Eligible Institution. Acceptance by Book-Entry Transfer CB Gold Shareholders may accept the Offer by following the procedures for a book-entry transfer established by CDS provided that a Book-Entry Confirmation through CDSX is received by the Depositary at its office in Toronto, Ontario specified in the Letter of Transmittal at or prior to the Expiry Time. The Depositary has established an account at CDS for the purpose of the Offer. Any financial institution that is a participant in CDS may cause CDS to make a book-entry transfer of a CB Gold Shareholder s CB Gold Shares into the Depositary s account in accordance with CDS procedures for such transfer. Delivery of CB Gold Shares to the Depositary by means of a book-entry transfer will constitute a valid tender of such CB Gold Shares under the Offer. CB Gold Shareholders, through their respective CDS participants who utilize CDSX to accept the Offer through a book-entry transfer of their holdings into the Depositary s account with CDS, shall be deemed to have completed and delivered a Letter of Transmittal and to be bound by the terms thereof and therefore such instructions received by the Depositary are considered a valid tender of CB Gold Shares in accordance with the terms of the Offer. CB Gold Shareholders who hold their CB Gold Shares by book-entry through DTC may also accept the Offer by following the procedures for book-entry transfer established by DTC, provided that a Book-Entry Confirmation,

31 together with an Agent s Message in respect thereof, or a properly completed and duly executed Letter of Transmittal (or a manually executed facsimile thereof), together with any required signature guarantees, and all other required documents, are received by the Depositary at its offices in Toronto, Ontario specified in the Letter of Transmittal at or prior to the Expiry Time. The Depositary has established an account at DTC for the purpose of the Offer. Any financial institution that is a participant in DTC s systems may cause DTC to make a book-entry transfer of a CB Gold Shareholder s CB Gold Shares into the Depositary s account in accordance with DTC s procedures for such transfer. However, as noted above, although delivery of CB Gold Shares may be effected through book-entry transfer at DTC, either a Letter of Transmittal (or a manually executed facsimile thereof), properly completed and duly executed, together with any required signature guarantees, or an Agent s Message in lieu of a Letter of Transmittal, and any other required documents, must, in any case, be received by the Depositary at its office in Toronto, Ontario prior to the Expiry Time. Delivery of documents to DTC in accordance with its procedures does not constitute delivery to the Depositary. CB Gold Shareholders accepting the Offer through the procedure for book-entry transfer established by DTC must make sure such documents or Agent s Message are received by the Depositary at or prior to the Expiry Time. Procedure for Guaranteed Delivery If a CB Gold Shareholder wishes to deposit CB Gold Shares pursuant to the Offer and (a) the certificate(s) representing the CB Gold Shares are not immediately available, (b) the CB Gold Shareholder cannot complete the procedure for book-entry transfer of such CB Gold Shares on a timely basis, or (c) the certificate(s) and all other required documents cannot be delivered to the Depositary at or prior to the Expiry Time, such CB Gold Shares nevertheless may be deposited validly under the Offer provided that all of the following conditions are met: (a) (b) (c) (d) the deposit is made by or through an Eligible Institution; a Notice of Guaranteed Delivery (or a manually executed facsimile thereof) in the form accompanying the Offer, properly completed and duly executed, including the guarantee of delivery by an Eligible Institution in the form set out in the Notice of Guaranteed Delivery, is received by the Depositary at its offices in Toronto, Ontario specified in the Notice of Guaranteed Delivery at or prior to the Expiry Time; the certificate(s) or the DRS Advice(s) representing deposited CB Gold Shares, and, if the Separation Time (as defined in "Shareholder Rights Plan" in Section 6 of the Circular) has occurred before the Expiry Time and Rights Certificates have been distributed to Shareholders before the Expiry Time, the Rights Certificate(s) representing the deposited SRP Rights (as defined in "Shareholder Rights Plan" in Section 6 of the Circular), in proper form for transfer, together with a Letter of Transmittal (or a manually executed facsimile thereof), properly completed and duly executed, together with any required signature guarantees, and all other documents required by the Letter of Transmittal are received by the Depositary at or prior to 5:00 p.m. (Toronto time) on the third trading day on the TSX after the Expiry Time; to constitute delivery for the purpose of satisfying a guaranteed delivery, the Letter of Transmittal and accompanying share certificate(s) or DRS Advice(s) must be delivered to the Toronto, Ontario office of the Depositary; and in the case of SRP Rights where the Separation Time has occurred before the Expiry Time but Rights Certificates have not been distributed to Shareholders before the Expiry Time, the Rights Certificate(s) representing the deposited SRP Rights in proper form for transfer, together with a properly completed and duly signed Letter of Transmittal (or a manually signed facsimile copy) in accordance with the instructions set out in the Letter of Transmittal and other documents required by such Letter of Transmittal, are received at the Toronto, Ontario office of the Depositary by 5:00 p.m. (Toronto time) on or before the third trading day on the TSX after Rights Certificates are distributed to Shareholders. The Notice of Guaranteed Delivery may be delivered by mail, hand or courier or transmitted by facsimile transmission to the Depositary at its offices in Toronto, Ontario specified in the Notice of Guaranteed Delivery at or prior to the Expiry Time and must include a guarantee by an Eligible Institution in the form set forth in the Notice of Guaranteed Delivery. Delivery of the Notice of Guaranteed Delivery and the Letter of Transmittal and accompanying certificate(s) or DRS Advice(s) representing CB Gold Shares and, if applicable, SRP Rights and all other required documents to an address or transmission by facsimile to

32 facsimile number other than those specified in the Notice of Guaranteed Delivery does not constitute delivery for purposes of satisfying a guaranteed delivery. SRP Rights Unless waived by the Offeror, CB Gold Shareholders are required to deposit one SRP Right under the CB Gold Shareholder Rights Plan for each deposited CB Gold Share in order to effect a valid deposit of such CB Gold Shares. No additional payment will be made for the SRP Rights and no amount of the consideration to be paid by the Offeror for the deposited CB Gold Shares will be allocated to the SRP Rights. The following procedures must be followed in order to effect the valid deposit of the SRP Rights associated with the deposited CB Gold Shares: (a) (b) (c) if the Separation Time under the Shareholder Rights Plan has not occurred prior to the Expiry Time and Rights Certificates have not been distributed by CB Gold, a deposit of CB Gold Shares will also constitute a deposit of the associated SRP Rights; if the Separation Time occurs before the Expiry Time and Rights Certificates have been distributed by CB Gold prior to the time CB Gold Shares are deposited under the Offer, Rights Certificates representing SRP Rights equal in number to the number of deposited CB Gold Shares must be delivered with the Letter of Transmittal or, if available, a Book-Entry Confirmation must be received by the Depositary with respect thereto; and if the Separation Time occurs before the Expiry Time and Rights Certificates have not been distributed by the time CB Gold Shares are deposited under the Offer, or the Rights Certificates have been distributed but not received by the CB Gold Shareholder making the deposit, the CB Gold Shareholder may deposit its SRP Rights before receiving Rights Certificates by using the guaranteed delivery procedure set out above under the heading, " Procedure for Guaranteed Delivery". Note that, in any case, a deposit of CB Gold Shares constitutes an agreement by the CB Gold Shareholder making the deposit to deliver Rights Certificates representing SRP Rights equal in number to the number of deposited CB Gold Shares by the CB Gold Shareholder, or, if available, a Book-Entry Confirmation must be received by the Depositary with respect thereto, on or before the third trading day on the TSX after the date, if any, that Rights Certificates are distributed. The Offeror reserves the right to require, if the Separation Time occurs before the Expiry Time, that the Depositary receive from the CB Gold Shareholder making the deposit, prior to taking up the deposited CB Gold Shares by the undersigned for payment pursuant to the Offer, Rights Certificates (or, if available, a Book-Entry Confirmation) from the CB Gold Shareholder representing SRP Rights equal in number to the CB Gold Shares deposited by the CB Gold Shareholder. Method of Delivery The method of delivery of the certificates representing CB Gold Shares, the Letter of Transmittal, and all other required documents is at the option and risk of the depositing CB Gold Shareholder. The Offeror recommends that those documents be delivered by hand to the Depositary and that a receipt be obtained or, if certificates for CB Gold Shares and the other documents are to be sent by mail, registered mail with return receipt requested, properly insured, is recommended, and it is suggested that the mailing be made sufficiently in advance of the Expiry Time to permit delivery to the Depositary on or prior to such time. Delivery will only be effective upon actual receipt of certificates for such CB Gold Shares by the Depositary. A CB Gold Shareholder who wishes to deposit CB Gold Shares under the Offer and whose CB Gold Shares are registered in the name of a broker, dealer, commercial bank, trust company or other nominee should immediately contact such nominee in order to take the necessary steps to be able to deposit such CB Gold Shares under the Offer. Determination of Validity All questions as to the form of documents and the validity, eligibility (including time of receipt) and acceptance for exchange of any deposit of CB Gold Shares will be determined by the Offeror in its sole discretion, which

33 determination will be final and binding on all parties. The Offeror reserves the absolute right to reject any and all deposits of CB Gold Shares determined by it not to be in proper form or that, in the opinion of the Offeror's counsel, it may be unlawful to accept under laws of any jurisdiction. The Offeror also reserves the absolute right to waive any defect or irregularity in any deposit of CB Gold Shares. No deposit of CB Gold Shares will be deemed to be properly made until all defects and irregularities have been cured or waived. None of the Offeror, the Depositary or any other person will be under any duty to give notification of any defect or irregularity in deposits or incur any liability for failure to give any such notice. The Offeror's interpretation of the terms and conditions of the Offer (including the Letter of Transmittal) will be final and binding on all parties. The Offeror reserves the right to permit the Offer to be accepted in a manner other than as set forth herein. Under no circumstances will any amount be paid by the Offeror or the Depositary due to any delay in exchanging any CB Gold Shares accepted pursuant to the Offer. Dividends and Distributions Subject to the terms and conditions of the Offer and subject, in particular, to CB Gold Shares being validly withdrawn by or on behalf of a depositing CB Gold Shareholder, and except as provided below, by accepting the Offer pursuant to the procedures set forth above, a CB Gold Shareholder deposits, sells, assigns and transfers to the Offeror all right, title and interest in and to the CB Gold Shares covered by the Letter of Transmittal delivered to the Depositary (the "Deposited Equity") and in and to all rights and benefits arising from such Deposited Equity including any and all dividends, distributions, payments, securities, property or other interests which may be declared, paid, accrued, issued, distributed, made or transferred on or in respect of the Deposited Equity or any of them on and after the date of the Offer, including any dividends, distributions or payments on such dividends, distributions, payments, securities, property or other interests (collectively, "Distributions"). Power of Attorney An executed Letter of Transmittal irrevocably approves, constitutes and appoints, effective on and after the date that the Offeror takes up and pays for the Deposited Equity covered by the Letter of Transmittal (which securities upon being taken up and paid for are, together with any Distributions thereon, hereinafter referred to as the "Purchased Securities"), certain officers of the Offeror and any other person designated by the Offeror in writing (each an "Appointee") as the true and lawful agents, attorneys and attorneys-in-fact and proxies, with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest), of the depositing CB Gold Shareholder with respect to the Purchased Securities. The Letter of Transmittal authorizes an Appointee, in the name and on behalf of such CB Gold Shareholder (a) to register or record the transfer and/or cancellation of such Purchased Securities (to the extent consisting of securities) on the appropriate register maintained by or on behalf of CB Gold; (b) for so long as any Purchased Securities are registered or recorded in the name of such CB Gold Shareholder (whether or not they are now so registered or recorded), to exercise any and all rights of such CB Gold Shareholder including the right to vote, to execute and deliver any and all instruments of proxy, authorizations or consents in form and on terms satisfactory to the Offeror in respect of any or all Purchased Securities, to revoke any such instrument, authorization or consent, and to designate in such instrument, authorization or consent any person or persons as the proxy of such CB Gold Shareholder in respect of the Purchased Securities for all purposes including in connection with any meeting or meetings (whether annual, special or otherwise or any adjournment thereof) of holders of relevant securities of CB Gold; (c) to execute, endorse and negotiate, for and in the name of and on behalf of such CB Gold Shareholder, any and all cheques or other instruments representing any Distribution payable to or to the order of, or endorsed in favour of, such CB Gold Shareholder; and (d) to exercise any other rights of a holder of Purchased Securities. A CB Gold Shareholder accepting the Offer under the terms of the Letter of Transmittal revokes any and all other authority, whether as agent, attorney-in-fact, attorney, proxy or otherwise, previously conferred or agreed to be conferred by the CB Gold Shareholder at any time with respect to the Deposited Equity or any Distributions. The CB Gold Shareholder accepting the Offer agrees that no subsequent authority, whether as agent, attorney-in-fact, attorney, proxy or otherwise will be granted with respect to the Deposited Equity or any Distributions by or on behalf of the depositing CB Gold Shareholder unless the Deposited Equity is not taken up and paid for under the Offer.

34 A CB Gold Shareholder accepting the Offer also agrees not to vote any of the Purchased Securities at any meeting (whether annual, special or otherwise or any adjournment thereof, including any meeting to consider a Subsequent Acquisition Transaction) of holders of relevant securities of CB Gold and not to exercise any of the other rights or privileges attached to the Purchased Securities, and agrees to execute and deliver to the Offeror any and all instruments of proxy, authorizations or consents in respect of any or all of the Purchased Securities, and agrees to appoint in any such instruments of proxy, authorizations or consents, the person or persons specified by the Offeror as the proxy of the holder of the Purchased Securities. Upon such appointment, all prior proxies and other authorizations (including all appointments of any agent, attorney-in-fact or attorney) or consents given by the holder of such Purchased Securities with respect thereto will be revoked and no subsequent proxies or other authorizations or consents may be given by such person with respect thereto. Further Assurances A CB Gold Shareholder accepting the Offer covenants under the terms of the Letter of Transmittal to execute, upon request of the Offeror, any additional documents, transfers and other assurances as may be necessary or desirable to complete the sale, assignment and transfer of the Purchased Securities to the Offeror. Each authority therein conferred or agreed to be conferred may be exercised during any subsequent legal incapacity of such holder and shall, to the extent permitted by law, survive the death or incapacity, bankruptcy or insolvency of the holder and all obligations of the holder therein shall be binding upon the heirs, executors, administrators, attorneys, personal representatives, successors and assigns of such CB Gold Shareholder. Binding Agreement The acceptance of the Offer pursuant to the procedures set forth above constitutes a binding agreement between a depositing CB Gold Shareholder and the Offeror, effective immediately following the Offeror's take-up of the CB Gold Shares deposited by such CB Gold Shareholder, in accordance with the terms and conditions of the Offer. This agreement includes a representation and warranty by the depositing CB Gold Shareholder that (i) the person signing the Letter of Transmittal owns the Deposited Equity and has full power and authority to deposit, sell, assign and transfer the Deposited Equity and any Distributions being deposited under the Offer, (ii) the Deposited Equity and Distributions have not been sold, assigned or transferred, nor has any agreement been entered into to sell, assign or transfer any of the Deposited Equity and Distributions, to any other person, (iii) the deposit of the Deposited Equity and Distributions complies with applicable laws, and (iv) when the Deposited Equity and Distributions are taken up and paid for by the Offeror, the Offeror will acquire good title thereto, free and clear of all liens, restrictions, charges, encumbrances, claims and rights of others. 6. Extensions, Variations and Changes to the Offer The Offer will be open for acceptance at the places of deposit specified in the Letter of Transmittal until the Expiry Time, unless the Offer is extended or withdrawn by the Offeror. Subject to the limitations described below, the Offeror expressly reserves the right, in its sole discretion, at any time and from time to time while the Offer is open for acceptance, to vary the terms of the Offer or extend the Expiry Time, in accordance with applicable laws, by giving notice in writing to the Depositary at its office in Toronto, Ontario. Also, if at any time before the Expiry Time, or at any time after the Expiry Time, but before the expiry of all rights of withdrawal with respect to the Offer, a change occurs in the information contained in this Offer and Circular, as amended from time to time, that would reasonably be expected to affect the decision of a CB Gold Shareholder to accept or reject the Offer (other than a change that is not within the control of the Offeror or an affiliate of the Offeror), the Offeror will give written notice of such change to the Depositary at its office in Toronto, Ontario. Upon the giving of such notice to the Depositary, the Expiry Time or withdrawal rights, as applicable, will be deemed to be extended to the date specified in such notice or as required by applicable law, or in the case of a variation, the Offer will be deemed to be varied in the manner described in such notice, as the case may be. The Offeror will, as soon as practicable after giving any such notice to the Depositary (but in no event later than 9:00 a.m. (Toronto time), on the next business day after the previously scheduled Expiry Time), publicly announce the extension, variation or change, and, if required by applicable law, cause the Depositary to mail a copy of any such notice to CB Gold Shareholders as required by applicable securities legislation at their respective addresses appearing in the share register of CB Gold. Any notice of extension, variation or change will be deemed to have

35 been given and be effective on the day on which it is delivered or otherwise communicated to the Depositary at its office in Toronto, Ontario. Where the terms of the Offer are varied, the Offer Period will not expire before ten days after the notice of change or variation has been given to CB Gold Shareholders, unless otherwise permitted by applicable law and subject to abridgement or elimination of the Offer Period pursuant to such orders or other forms of relief as may be granted by any Governmental Entity. The period during which an offer must remain open following a material change in the terms of such offer, other than a change in consideration offered, percentage of securities sought or inclusion of, or changes to a dealer's soliciting fee if applicable, will depend upon the facts and circumstances, including the materiality of, the changes. Accordingly, if prior to the Expiry Time, the Offeror changes the consideration offered pursuant to the Offer, reduces the percentage of the CB Gold Shares sought or increases or decreases a dealer's soliciting fee, and if the Offer is scheduled to expire at any time earlier than the tenth business day from the date that notice of such change or variation is first published, mailed or given to CB Gold Shareholders, the Offer will be extended at least until the expiration of such tenth business day. During any extension of the Offer, all CB Gold Shares previously deposited and not withdrawn will remain subject to the Offer and may be accepted for purchase by the Offeror in accordance with the terms of the Offer, subject to Section 8 of this Offer, "Right to Withdraw Deposited CB Gold Shares". An extension of the Expiry Time will not, in and of itself, constitute a waiver by the Offeror of any of its rights under Section 2 of this Offer, "Conditions of the Offer". Under applicable Canadian provincial securities laws, if there is a variation in the terms of the Offer, the period during which CB Gold Shares may be deposited under the Offer will not expire before ten days after the date that the notice of variation has been delivered. If, before the Expiry Time, the Offeror in its sole discretion elects to increase the Offered Consideration, such increase will be applicable to all holders whose CB Gold Shares are taken up under the Offer. 7. Changes in Capitalization of CB Gold; Liens If, on or after the date of the Offer, CB Gold should divide, combine, reclassify, consolidate, convert or otherwise change any of the CB Gold Shares or its capitalization, or should disclose that it has taken or intends to take any such action, then the Offeror may, in its sole discretion and without prejudice to its rights under Section 2 of this Offer, "Conditions of the Offer", make such adjustments as it deems appropriate to reflect such division, combination, reclassification, consolidation, conversion or other change in the Offered Consideration or other terms of the Offer (including the type of securities offered to be purchased and the consideration payable therefor). CB Gold Shares acquired pursuant to the Offer shall be transferred by the CB Gold Shareholder and acquired by the Offeror free and clear of all liens, charges, encumbrances, claims and equities and together with all rights and benefits arising therefrom, including the right to any and all dividends, distributions, payments, securities, rights, assets or other interests which may be declared, paid, issued, distributed, made or transferred on or after the date of the Offer on or in respect of the CB Gold Shares, whether or not separated from the CB Gold Shares, but subject to any CB Gold Shares being validly withdrawn by or on behalf of a depositing CB Gold Shareholder. If, on or after the date of the Offer, CB Gold should declare or pay any dividend or declare, make or pay any other distribution or payment on or declare, allot, reserve or issue any securities, rights or other interests with respect to any CB Gold Shares, which is or are payable or distributable to CB Gold Shareholders of record on a date prior to the transfer into the name of the Offeror or its nominees or transferees on the securities register maintained by or on behalf of CB Gold in respect of CB Gold Shares, then the whole of any such dividend, distribution, payment, right or other interest will be promptly remitted and transferred by the depositing CB Gold Shareholder to the Depositary for the account of the Offeror accompanied by appropriate documentation of transfer. Pending such remittance, the Offeror will be entitled to any such dividend, distribution, payment, right or other interest and may deduct from the purchase price payable by the Offeror pursuant to the Offer the amount or value thereof, as determined by the Offeror in its sole discretion. The declaration or payment of any such dividend or distribution may have tax consequences not discussed in Section 17 of the Circular, "Principal Canadian Federal Income Tax Considerations".

36 Right to Withdraw Deposited CB Gold Shares Except as otherwise provided in this Section 8, all deposits of CB Gold Shares to the Offer will be irrevocable. Unless otherwise required or permitted by applicable laws, any CB Gold Shares deposited in acceptance of the Offer may be withdrawn by or on behalf of the depositing CB Gold Shareholder: (a) (b) (c) at any time before the CB Gold Shares have been taken up by the Offeror pursuant to the Offer; if the CB Gold Shares have not been paid for by the Offeror within three business days after having been taken up; or at any time before the expiration of 10 days from the date upon which either: (i) (ii) a notice of change relating to a change in the information contained in the Offer, as amended from time to time, that would reasonably be expected to affect the decision of a CB Gold Shareholder to accept or reject the Offer (other than a change that is not within the control of the Offeror or an affiliate of the Offeror), in the event that such change occurs at or before the Expiry Time or after the Expiry Time but before the expiry of all rights of withdrawal in respect of the Offer; or a notice of variation concerning a variation in the terms of the Offer (other than a variation consisting solely of an increase in the Offered Consideration offered for the CB Gold Shares where the Expiry Time is not extended for more than 10 days); is mailed, delivered, or otherwise properly communicated, but subject to abridgement of that period pursuant to such order or orders as may be granted by applicable courts or securities regulatory authorities and only if such Deposited Equity have not been taken up by the Offeror at the date of the notice. For a withdrawal to be effective, a written or facsimile transmission notice of withdrawal must be received in a timely manner by the Depositary at the place of deposit of the relevant CB Gold Shares. Any such notice of withdrawal must (i) be made by a method, including a manually signed facsimile transmission, that provides the Depositary with a written or printed copy; (ii) be signed by or on behalf of the person who signed the Letter of Transmittal that accompanied the CB Gold Shares to be withdrawn; (iii) specify the number of CB Gold Shares to be withdrawn, the name of the registered CB Gold Shareholder and the certificate number shown on the share certificate(s) representing such CB Gold Shares to be withdrawn; and (iv) must be actually received by the Depositary at the place of deposit for the applicable CB Gold Shares. No signature guarantee is required on a notice of withdrawal if the notice of withdrawal is signed by the registered CB Gold Shareholder exactly as the name of the registered CB Gold Shareholder appears on the certificate representing CB Gold Shares deposited with the Letter of Transmittal. In all other cases, the signature on a notice of withdrawal must be guaranteed by an Eligible Institution. The withdrawal will take effect upon actual receipt by the Depositary of the properly completed notice of withdrawal. A withdrawal of CB Gold Shares deposited pursuant to the Offer can only be accomplished in accordance with the foregoing procedure. The withdrawal will take effect only upon actual receipt by the Depositary of the properly completed and executed written or facsimile notice of withdrawal. All questions as to form and validity (including time of receipt) of notices of withdrawal will be determined by the Offeror in its sole discretion and such determination will be final and binding. There will be no duty or obligation on the Offeror, the Depositary or any other person to give notice of any defect or irregularity in any notice of withdrawal, and no liability will be incurred by any of them for failure to give such notice. Withdrawals may not be rescinded and any CB Gold Shares properly withdrawn will thereafter be deemed not validly deposited for the purposes of the Offer. However, withdrawn CB Gold Shares may be re-deposited at any subsequent time prior to the Expiry Time by again following any of the procedures described in Section 5 of this Offer, "Manner of Acceptance".

37 If the Offeror extends the period of time during which the Offer is open, is delayed in taking up or paying for or exchanging the CB Gold Shares or is unable to take up or pay for or exchange CB Gold Shares for any reason, then, without prejudice to the Offeror's other rights under the Offer, the Depositary may, subject to applicable laws, retain on behalf of the Offeror all Deposited Equity and Distributions, and such CB Gold Shares may not be withdrawn except to the extent that depositing CB Gold Shareholders are entitled to withdrawal rights as set forth in this Section 8 or pursuant to applicable laws. 9. Return of Deposited Securities If any Deposited Equity is not taken up and paid for pursuant to the terms and conditions of the Offer for any reason, or if certificates are submitted for more CB Gold Shares than are deposited, certificates for unpurchased CB Gold Shares will be returned to the depositing CB Gold Shareholders as soon as is practicable following the termination or withdrawal of the Offer by sending new certificates representing CB Gold Shares not purchased or by returning the deposited certificates (and other relevant documents). Certificates (and other relevant documents) will be forwarded by first class mail in the name of and to the address specified by the CB Gold Shareholder in the Letter of Transmittal or, if such name or address is not so specified, in such name and to such address as shown on the share register maintained by CB Gold or its transfer agent, as soon as practicable after the termination of the Offer. 10. Mail Service Interruption Notwithstanding the provisions of the Offer, the Circular, the Letter of Transmittal, cheques issued by the Depositary and/or certificates representing the CB Gold Shares will not be mailed if the Offeror determines that delivery thereof by mail may be delayed. A person entitled to cheques or certificates which are not mailed for the foregoing reason may take delivery thereof at the office of the Depositary at which the CB Gold Shares were delivered, upon application to the Depositary, until such time as the Offeror has determined that delivery by mail will no longer be delayed. Notwithstanding Section 3 of this Offer, "Take-Up and Payment for Deposited CB Gold Shares", the deposit of the cheques and any other relevant documents with the Depositary in such circumstance will constitute delivery to the persons entitled thereto and the CB Gold Shares will be deemed to have been paid for immediately upon such deposit. Notice of any determination regarding mail service delay or interruption made by the Offeror will be given in accordance with Section 11 of this Offer, "Notice and Delivery". 11. Notice and Delivery Without limiting any other lawful means of giving notice, any notice which the Offeror or the Depositary may give or cause to be given under the Offer will be deemed to have been properly given to registered CB Gold Shareholders if it is mailed by prepaid, first class mail to the registered CB Gold Shareholders at their respective addresses appearing in the appropriate registers maintained by CB Gold in respect of the CB Gold Shares and will be deemed, unless otherwise specified by applicable laws, to have been received on the first business day following the date of mailing. For this purpose, "business day" means any day other than a Saturday, Sunday or statutory holiday in the jurisdiction to which the notice is mailed. These provisions apply notwithstanding any accidental omission to give notice to any one or more CB Gold Shareholders and notwithstanding any interruption of mail service in Canada or the United States following mailing. Except as otherwise required or permitted by law, in the event of any interruption of mail service in Canada, the Offeror intends to make reasonable efforts to disseminate the notice by other means such as publication. Except as otherwise required or permitted by law, if post offices in Canada are not open for the deposit of mail, or there is reason to believe that there is or could be a disruption in all or any part of the postal service, any notice which the Offeror or the Depositary may give or cause to be given under the Offer will be deemed to have been properly given and to have been received by CB Gold Shareholders if it is published once in the National Edition of The Globe and Mail or the National Post in a daily newspaper of general circulation in the English language in the City of Vancouver, British Columbia. Unless post offices are not open for the deposit of mail, the Offer, the Circular and the Letter of Transmittal will be mailed to registered CB Gold Shareholders by first class mail, postage prepaid or made available in such other manner as is permitted by applicable regulatory authorities and the Offeror will use its reasonable efforts to furnish such documents to brokers, banks and similar persons whose names, or the names of whose nominees, appear on the

38 security holder list, or, if applicable, who are listed as participants in a clearing agency's security position listing, for subsequent transmission to beneficial owners of CB Gold Shares when such list or listing is received. Wherever the Offer calls for documents to be delivered to the Depositary, those documents will not be considered delivered unless and until they have been physically received at the address listed for the Depositary in the Letter of Transmittal. 12. Market Purchases The Offeror reserves the right to, and may, acquire or cause an affiliate to acquire beneficial ownership of CB Gold Shares by making purchases through the facilities of the TSXV at any time, and from time to time, prior to the Expiry Time subject to and in accordance with applicable Laws. In no event, however, will the Offeror (or its affiliates) make any such purchases of CB Gold Shares until the third Business Day following the date of the Offer and the Offeror shall comply with the following requirements under Section 2.2(3) of MI , Section 2.1 of Ontario Securities Commission (the "OSC") Rule and Section 93.1 of the Ontario Securities Act (the "OSA") in the event it decides to make any such purchases: (a) (b) (c) (d) (e) such intention shall be stated in a news release issued and filed at least one Business Day prior to making such purchases; the aggregate number of CB Gold Shares beneficially acquired shall not exceed 5% of the outstanding CB Gold Shares as of the date of the Offer, calculated in accordance with applicable Laws; the purchases shall be made in the normal course through the facilities of the TSXV; the Offeror shall issue and file a news release containing the information required under applicable Laws immediately after the close of business of the TSXV on each day on which CB Gold Shares have been purchased; and the broker involved in such trades shall provide only customary broker services and receive only customary fees or commissions, and no solicitation for the sale or purchase of CB Gold Shares shall be made by the Offeror or its agents (other than under the Offer) or the seller or its agents. Purchases pursuant to Section 2.2(3) of MI or Section 2.1 of OSC Rule and Section 93.1 of the OSA will be counted in any determination as to whether the Minimum Deposit Condition has been fulfilled. Although the Offeror has no present intention to sell CB Gold Shares taken-up and paid for under the Offer, it reserves the right to make or enter into an arrangement, commitment or understanding at or prior to the Expiry Time to sell any of such CB Gold Shares after the Expiry Time, subject to applicable Laws and in compliance with Section 2.7(2) of MI or Section 93.4(2) of the OSA, as applicable. 13. Other Terms of the Offer No broker, dealer or other person (including the Depositary or the Information Agent) has been authorized to give any information or to make any representation or warranty on behalf of the Offeror other than as contained in the Offer and Circular, and, if any such information, representation or warranty is given or made, it must not be relied upon as having been authorized. No broker, dealer or other person shall be deemed to be the agent of the Offeror or the Depositary for purposes of the Offer. The provisions of the Glossary, the Summary, the Circular and the Letter of Transmittal accompanying the Offer, including the instructions and rules contained therein, as applicable, form part of the terms and conditions of the Offer.

39 The Offeror reserves the right to transfer to one or more affiliates of the Offeror the right to purchase all or any portion of the CB Gold Shares deposited under the Offer. Any such transfer will not relieve the Offeror of its obligations under the Offer and will not prejudice the rights of CB Gold Shareholders depositing CB Gold Shares to receive payment for CB Gold Shares validly deposited and taken up pursuant to the Offer. The Offer and all contracts resulting from the acceptance thereof will be governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein. In any jurisdiction in which the Offer is required to be made by a licensed broker or dealer, the Offer shall be made on behalf of the Offeror by brokers or dealers licensed under the laws of such jurisdiction. Each party to any agreement resulting from the acceptance of the Offer unconditionally and irrevocably attorns to the exclusive jurisdiction to the courts of the Province of British Columbia. This document does not constitute an offer or a solicitation to any person in any jurisdiction in which such offer or solicitation is unlawful. The Offer (including, without limitation, the satisfaction of the conditions of the Offer), the Circular and the Letter of Transmittal, are not being made or directed to, nor will deposits of CB Gold Shares be accepted from or on behalf of, CB Gold Shareholders in any jurisdiction in which the making or acceptance of the Offer would not be in compliance with the laws of such jurisdiction. However, the Offeror may, in its sole discretion, take such action as it may deem necessary to extend the Offer to CB Gold Shareholders in any such jurisdiction. The Offeror, in its sole discretion, shall be entitled to make a final and binding determination of all questions relating to the interpretation of the Offer (including, without limitation, the satisfaction of the conditions of the Offer), the Circular and the Letter of Transmittal, the validity of any acceptance of the Offer, the validity of any deposit of CB Gold Shares, and the validity of any withdrawals of CB Gold Shares. The Offeror reserves the right to waive any defect in acceptance with respect to any particular CB Gold Shares or any particular CB Gold Shareholder. There shall be no duty or obligation of the Offeror, the Depositary, the Information Agent or any other person to give notice of any defect or irregularity in the deposit of any CB Gold Shares or in any notice of withdrawal and in each case no liability shall be incurred or suffered by any of them for failure to give such notice. The Offer and the accompanying Circular constitute the take-over bid circular required under applicable Canadian provincial securities legislation with respect to the Offer. CB Gold Shareholders are urged to refer to the accompanying Circular for additional information relating to the Offer. Dated: June 29, 2015 RED EAGLE MINING CORPORATION "Ian Slater" IAN SLATER Chief Executive Officer

40 CIRCULAR This Circular is furnished in connection with the Offer dated June 29, 2015 by the Offeror to purchase, upon the terms and subject to the conditions described therein, all of the issued and outstanding CB Gold Shares. The terms and conditions of the Offer and the Letter of Transmittal are incorporated into and form part of this Circular. CB Gold Shareholders are urged to refer to the Offer for details of its terms and conditions, including details as to payment and withdrawal rights. Defined terms used in the Offer are used in the Circular with the same meaning unless the context otherwise requires. The information concerning CB Gold contained in the Offer and this Circular, including information incorporated herein by reference, has been taken from or based upon publicly available documents and records on file with Canadian securities regulatory authorities and other public sources. Although the Offeror does not have any knowledge that would indicate that any statements contained herein relating to CB Gold taken from or based upon such documents and records are inaccurate or incomplete, neither the Offeror nor any of its officers or directors assumes any responsibility for the accuracy or completeness of the information relating to CB Gold taken from or based upon such documents and records, or for any failure by CB Gold to disclose events which may have occurred or may affect the significance or accuracy of any such information but which are unknown to the Offeror. 1. The Offeror The Offeror, Red Eagle Mining Corporation is a growth-oriented, Canadian-based gold company focused on the exploration and development of the Santa Rosa Project in Antioquia, Colombia. On September 3, 2014, the Offeror announced that it had received formal approval from the Secretary of Mines of Antioquia for the Mining Technical Work Plan (Programa de Trabajo y Obras), which was the final approval required for development of a mine (the "San Ramon Gold Mine") on the Santa Rosa Gold Project, subject to receiving the environmental licence. On September 19, 2014, the Offeror announced the results of a positive feasibility study for the San Ramon deposit on the Offeror's 100% owned Santa Rosa Gold Project. On March 10, 2015, the Offeror announced that the Environmental Licence for the San Ramon Gold Mine has been formally granted in full without conditions. This was the final permit required for construction and mining of the San Ramon Gold Mine for the life of the mine. On March 24, 2015, the Offeror entered into a Credit Agreement with Orion Mine Finance ("Orion"); pursuant to which Orion agreed to provide a US$60,000,000 construction financing credit facility (the "Credit Facility"), which includes the following key terms: Draw down of the Credit Facility is subject to Red Eagle Mining completing an additional equity financing of at least US $15,000,000 ("Equity Financing"); The Credit Facility will have a five year term with a principal holiday and capitalized interest for up to 18 months from the first advance; Advances under the Credit Facility will bear interest at LIBOR +7.5%; A Production Payment of US $30 per ounce produced is payable on the first 405,000 ounces of gold produced; Granting of 5,000,000 warrants to purchase Shares to Orion exercisable for a five year term at a strike price determined in the context of the Equity Financing; and

41 Amounts outstanding under the Credit Facility will be secured against all of Red Eagle Mining s property and assets. A more detailed description of the Offeror s material mineral properties is included in the Offeror s Annual Information Form for the year ended December 31, 2014, which is incorporated by reference into this Offer and Circular. See Section 18 of the Circular, "Documents Incorporated by Reference". The Offeror s head office and its registered office are located at Suite West Georgia Street, Vancouver, British Columbia. The Offeror is a reporting issuer or the equivalent in British Columbia, Alberta and Ontario and files its continuous disclosure documents with the relevant Canadian securities regulatory authorities. Such documents are available on SEDAR at 2. CB Gold CB Gold was incorporated on May 11, 2009 under the BCBCA as B.C. Ltd. and changed its name to "CB Gold Inc." on May 22, CB Gold amalgamated with First Source Resources Inc. on October 28, 2010 and the amalgamated company continued under the name "CB Gold Inc.". The common shares of CB Gold started to trade on the TSXV under the symbol "CBJ" on November 2, 2010.The head office and registered and records office of CB Gold are located at West Cordova Street, Vancouver, British Columbia, V6C 3R5.Price Range and Trading Volumes of the CB Gold Shares The CB Gold Shares are listed and posted for trading on the TSXV under the symbol "CBJ". The following table sets forth information relating to the trading of the CB Gold Shares on the TSXV for the months indicated: COMMON SHARES Month High($) Low($) Volume Note: June, 2015 (1) ,655,608 May, ,262,150 April, ,400 March, ,281 February, ,064,863 January, ,314,081 December, ,529,495 (1) Figures for June 2015 represent the closing price range and trading volume of the CB Gold Shares for June 1 to 26, 2015 (inclusive) only. The price of the CB Gold Shares as quoted by the TSXV at the close of business on June 12, 2015, the last trading day prior to CB Gold's announcement of Red Eagle's proposal was $ For further information regarding CB Gold, refer to CB Gold s filings with the Canadian securities regulatory authorities which may be obtained through the SEDAR website at

42 Background to the Offer On May 19, 2015, CB Gold announced that it had entered into a definitive share purchase agreement with OM.L Trading Inc. ("OML"), a company controlled by Michelle Navarro Grau (who holds approximately 12 per cent of all outstanding CB Gold Shares), whereby OML would acquire 100% of the shares in Leyhat Corporation, CB Gold s wholly-owned subsidiary which indirectly holds CB Gold s interests in its Colombian properties through its Colombian branch (the "OML Transaction"). The OML Transaction was subject to shareholder approval, which was to be sought at a shareholders meeting scheduled for June 23, The deadline for submission of proxies in respect of that shareholders meeting was set at 10:00 a.m. on June 19, On June 16, 2015, the Offeror announced its intention to make the Offer, and indicated that the Offer would be subject to the OML Transaction being rejected by CB Gold Shareholders. On June 22, 2015, CB Gold announced its intent to complete a non-brokered private placement of CB Gold Shares for gross proceeds of up to C$3,500,000 (the "Private Placement"). No pricing or definitive terms were announced at that time. On June 24, 2015, CB Gold announced that the Private Placement would be priced at $0.05 per CB Gold Share, and is subject to approval of the TSX Venture Exchange. CB Gold is not seeking shareholder approval in respect of the Private Placement. Later on June 22, 2015, the Offeror delivered an application letter to the British Columbia Securities Commission (the "Commission") seeking an order cease trading any securities issued under the Private Placement (the "Cease Trade Application"). The Offeror has made the Cease Trade Application on the basis that the Private Placement is a dilutive transaction designed to frustrate the ability of shareholders to consider the Offer, and as such is an improper defensive tactic contrary to the public interest. On June 23, 2015, the motion to approve the OML Transaction was defeated by CB Gold Shareholders. On June 24, 2015, CB Gold asked the Commission not to hear the Cease Trade Application, alleging that (a) CB Gold s need for funds from the Private Placement was vital and urgent, (b) the Cease Trade Application was premature as the Offer had not yet been made, and (c) the Cease Trade Application was meritless. On June 25, 2015, the Commission decided that it would hear the Cease Trade Application, and scheduled the hearing for July 3, CB Gold Shareholders should consider the following factors in making a decision to accept the Offer: Significant Premium: Based on the closing price of Red Eagle Shares on the TSXV on June 12, 2015, the consideration offered pursuant to the Offer has a value of $0.051 per CB Gold Share. The offer consideration represents a premium of: o o 46% based on the 20 day volume-weighted average share prices of the Offeror and CB Gold on the TSXV for the period ended June12; and 46% to the closing price of $0.035 of of CB Gold Shares on the TSXV on June 12, 2015, the last trading day prior to the announcement of the Offeror's intention to make the Offer. Participation in a Growth-Oriented gold Company: CB Gold Shareholders would participate in the Offeror's existing development stage Santa Rosa Project in Colombia. Continued Participation in Vetas Gold Project without Single Asset Risk: As shareholders of the Offeror, CB Gold Shareholders would continue to benefit from future increases in value associated with the permitting and development of the Vetas Gold Project without the significant single asset permitting, development and financing risk to which CB Gold Shareholders are currently exposed.

43 Proven Experience in Project Development: The Offeror has experience in bringing projects through exploration into development, including its Santa Rosa project in Colombia. The Offeror would apply this expertise to the development of Vetas to the benefit of all stakeholders. Greater Capacity to Advance the Vetas Gold Project to Production: With the Offeror's significant technical expertise and superior financial capacity, the Offeror believes it is better positioned than CB Gold to advance the Vetas Gold Project through the development stage. Stronger Financial Capacity to Build the Vetas Gold Project: The Offeror is well capitalized and has sufficient liquidity to complete the development and construction of its Santa Rosa Gold Project and to commence work on the Vetas Gold Project. The Offeror has demonstrated its ability to raise the financing necessary to fund significant development projects. Enhanced Financial and Capital Markets Profile: CB Gold Shareholders would benefit from the enhanced capital markets profile of the Offeror, which has a large public float, greater trading liquidity and a more extensive presence in the capital markets than CB Gold. 4. Purpose of the Offer and the Offeror s Plans for CB Gold Purpose of the Offer The purpose of the Offer is to enable the Offeror to acquire, on the terms and subject to the conditions of the Offer, all of the issued and outstanding CB Gold Shares (other than CB Gold Shares held directly or indirectly by the Offeror and its affiliates and including CB Gold Shares which may become outstanding on the exercise, exchange or conversion of Convertible Securities). The effect of the Offer is to give to CB Gold Shareholders the opportunity to receive of a Red Eagle Share for each CB Gold Share tendered to the Offer, representing a premium of approximately 46% based on the volume weighted average prices of the CB Gold Shares and the Red Eagle Shares on the TSXV for the 20 trading days ended June 12, 2015 and a premium of 46% over the closing price of $0.035 of the CB Gold Shares on the TSXV on June 12, If the conditions of the Offer are satisfied or waived and the Offeror takes up and pays for the CB Gold Shares validly deposited under the Offer and not properly withdrawn, the Offeror intends to acquire any CB Gold Shares not deposited under the Offer through a Compulsory Acquisition, if available, or to propose a Subsequent Acquisition Transaction, in each case for consideration per CB Gold Share equal in value to and in the same form as the consideration paid by the Offeror per CB Gold Share under the Offer. The exact timing and details of any such transaction will depend upon a number of factors, including the number of CB gold Shares acquired pursuant to the Offer. Although the Offeror intends to pursue either a Compulsory Acquisition or a Subsequent Acquisition Transaction generally on the terms described herein, it is possible that, as a result of delays in the Offeror s ability to effect such a transaction, information subsequently obtained by the Offeror, changes in general economic or market conditions or in the business of CB Gold or other currently unforeseen circumstances, such a transaction may not be proposed, may be delayed or abandoned or may be proposed on different terms. Accordingly, the Offeror reserves the right not to pursue a Compulsory Acquisition or a Subsequent Acquisition Transaction, or to pursue a Subsequent Acquisition Transaction on terms other than as described in the Circular. See Section 13 of the Circular, "Acquisition of CB Gold Shares Not Deposited Under the Offer". Plans for CB Gold If the Offer is successful, it is anticipated that the current senior management of the Offeror will manage CB Gold in place of CB Gold s current senior management, and that the CB Gold Board of Directors will be replaced by nominees of the Offeror. With the exception of the foregoing, the Offeror has not developed any specific proposals with respect to CB Gold or its operations, or any changes in its assets, business strategies, management or personnel following the acquisition of the CB Gold Shares pursuant to the Offer. The Offeror intends to pursue the development of the Vetas Gold Project. If permitted by applicable Law, and if the Offeror acquires sufficient CB Gold Shares to complete, and does complete, a Subsequent Acquisition Transaction or a Compulsory Acquisition, if necessary, the Offeror intends to

44 delist the CB Gold Shares from the TSXV and to cause CB Gold to cease to be a reporting issuer under the securities laws of each of the provinces and territories of Canada in which it has such status. See Section 15 of the Circular, "Effect of the Offer on the Market For and Listing of CB Gold Shares and Status as a Reporting Issuer". These plans are based on information currently available to the Offeror. Except as otherwise indicated herein, the Offeror has so far had an opportunity to review only CB Gold s public disclosure filed with Canadian securities regulatory authorities. As a result, the foregoing plans for CB Gold s business are of a general nature and may change if more information becomes available. 5. Shareholder Rights Plan The following is a summary of the material provisions of the Shareholder Rights Plan based solely on CB Gold's public disclosure and is not meant to be a substitute for information in and is subject to, and qualified in its entirety by, reference to the terms of the Shareholder Rights Plan filed by CB Gold with the Canadian securities regulatory authorities on SEDAR at CB Gold adopted the Shareholder Rights Plan on August 27, 2014 (the "SRP Effective Time"), which was ratified by CB Gold Shareholders on January 28, Issue of Rights. Under the Shareholder Rights Plan, CB Gold will issue share purchase rights (each, a "Right") to holders of common shares of CB Gold at the rate of one Right for each CB Gold Share outstanding as at 12:01 a.m. (Vancouver Time) on September 1, 2014 (the "Record Time"). Until the Separation Time (defined below), the Rights are attached to and are transferred only with the associated CB Gold Shares. As such no certificates representing Rights have been issued. The Rights. Each Right will entitle the holder, subject to the terms and conditions of the Rights Plan, to purchase additional CB Gold Shares after the Separation Time. Rights Certificates and Transferability. Prior to the Separation Time, the Rights will be evidenced by a legend imprinted on certificates for CB Gold Shares issued from and after the Effective Date, and will not be transferable separately from the CB Gold Shares. From and after the Separation Time, the Rights will be evidenced by separate Rights Certificates, which will be transferable separately from and independent of CB Gold Shares. Exercise of Rights. After a person acquires 20% or more of the CB Gold Shares or commences a takeover bid to acquire CB Gold Shares, other than by way of a Permitted Bid, as that term is defined below (the "Separation Time"), the Rights will separate and trade separately from the CB Gold Shares and will be exercisable. The acquisition by any person (an "Acquiring Person") of 20% or more of the CB Gold Shares, other than by way of a Permitted Bid, is referred to as a "Flip-in Event". Any Rights held by an Acquiring Person will become void upon the occurrence of a Flip-in Event. Eight trading days after the occurrence of a Flip-in Event, each Right (other than those held by the Acquiring Person), will permit its holder to purchase $20 worth CB Gold Shares for $10 (i.e. at a 50% discount). The issue of the Rights is not initially dilutive. However, upon a Flip-in Event occurring and the Rights separating from the CB Gold Shares, reported earnings per share on a fully diluted or non-diluted basis may be affected. Holders of Rights not exercising their Rights upon the occurrence of a Flip-in Event may suffer substantial dilution. Definition of "Permitted Bid". A Permitted Bid is a take-over bid made by a person (the "Bid Maker") pursuant to a take-over bid circular that complies with the following conditions: (a) the bid is made to all registered holders of shares (other than the Bid Maker);

45 (b) (c) (d) Shares tendered pursuant to the take-over bid may be taken up only after the expiry of not less than 60 days and then only if at such time more than 50% of the CB Gold Shares held by shareholders other than the Bid Maker, its affiliates and persons acting jointly or in concert with the Bid Maker ("Independent Shareholders") have been tendered to the take-over bid and not withdrawn; shareholders who tender their CB Gold Shares to the take-over bid must be permitted to withdraw their CB Gold Shares prior to the CB Gold Shares being taken up and paid for; and if more than 50% of the CB Gold Shares held by Independent Shareholders are tendered to the takeover bid within the 60 day period, the Bid Maker must make a public announcement of that fact and the take-over bid must remain open for deposits of Shares for an additional 10 business days from the date of such public announcement. The Rights Plan allows for a competing Permitted Bid (a "Competing Permitted Bid") to be made while a Permitted Bid is in existence. A Competing Permitted Bid must satisfy all the requirements of the Permitted Bid except that it may expire on the same date as the Permitted Bid, subject to the statutory requirement that it be outstanding for a minimum period of 35 days. Waiver and Redemption. The CB Gold Board of Directors may, prior to the Flip-in Event, waive the dilutive effects of the Rights Plan in respect of a particular Flip-in Event resulting from a take-over bid made by way of a take-over bid circular to all holders of CB Gold Shares, in which event such waiver would be deemed also to be a waiver in respect of any other Flip-in Event occurring under a take-over bid made by way of a take-over bid circular to all holders of CB Gold Shares. The CB Gold Board of Directors may also waive the Rights Plan in respect of a particular Flip-in Event that has occurred through inadvertence, and may, in such circumstances require that the Acquiring Person that inadvertently triggered such Flip-in Event reduce its beneficial holdings to less than 20% of the outstanding CB Gold Shares prior to such waiver being granted. With the majority consent of CB Gold Shareholders or Rights Holders at any time prior to the occurrence of a Flip-in Event, the CB Gold Board of Directors may at its option redeem all, but not less than all, of the outstanding Rights at a price of $ each. Term of the Rights Plan. Unless otherwise terminated, the Shareholder Rights Plan will remain in effect until August 31, Unaudited Pro Forma Financial Information and Summary of the Offeror s Historical Financial Information CB Gold Shareholders should refer to Schedule "B" to this Offer and Circular for the unaudited pro forma condensed consolidated financial statements of the Offeror as at and for the three months ended March 31, 2015, and for the year ended December 31, 2014, giving effect to the proposed acquisition of all of the issued and outstanding CB Gold Shares in the manner set forth therein as if it had occurred as at March 31, 2015, for the purposes of the unaudited pro forma condensed consolidated statement of financial position and as at January 1, 2014 for the purposes of the unaudited pro forma condensed consolidated statement of loss and comprehensive loss for the year ended December 31, 2014 and the three months ended March 31, In preparing the unaudited pro forma condensed consolidated financial statements, management of the Offeror has made certain assumptions that affect the amounts reported in the unaudited pro forma condensed consolidated financial statements. The unaudited pro forma condensed consolidated financial information is not intended to be indicative of the results that would actually have occurred, or the results expected in future periods, had the events reflected herein occurred on the dates indicated. Actual amounts recorded upon consummation of the Offer will differ from the pro forma information presented. Pro forma adjustments have been made to account for significant accounting policy differences identified as of the date of this Offer and Circular. The review undertaken by the Offeror was to identify significant accounting policy differences where the impact was potentially material and could be reasonably estimated. Further accounting policy differences may be identified after the consummation of the proposed transaction. Any potential synergies that may be realized after consummation of the proposed transaction have been excluded from the unaudited pro forma condensed consolidated financial statements. Since the pro forma financial statements have been developed to retroactively show the effect of a transaction that is expected to occur at a later date (even though this was accomplished by following generally accepted practice and using reasonable

46 assumptions), there are limitations inherent in the very nature of such pro forma data. The data contained in the pro forma financial statements represents only a simulation of the potential impact of the Offeror s acquisition of CB Gold. CB Gold Shareholders are cautioned to not place undue reliance on such pro forma financial statements. The tables set out below include a summary of (i) the Offeror s historical consolidated financial information as at and for the years ended December 31, 2014 and 2013 and the three months ended March 31, 2015 and 2014, prepared in accordance with IFRS, and (ii) the unaudited pro forma condensed consolidated financial information for the Offeror as at and for the three months ended March 31, 2015, and for the year ended December 31, The historical financial information as at and for the years ended December 31, 2014 and 2013 and the three months ended March 31, 2015 and 2014 has been derived from the Offeror s consolidated condensed financial statements, which are incorporated by reference herein. The unaudited pro forma consolidated financial information for the Offeror has been derived from: (i) the unaudited consolidated financial statements of the Offeror and CB Gold as at and for the three months ended March 31, 2015; and (ii) the audited consolidated financial statements of the Offeror and CB Gold for the year ended December 31, Summary of Historical Financial Information of the Offeror (expressed in Canadian dollars) Three months ended March 31 Year ended December $ $ $ $ Certain Income Statement Data Revenue Expenses 2,611,263 1,599,480 8,616,142 11,205,737 Other expense (income) 198,461 42, ,988 (1,205,154) Loss before tax 2,809,724 1,641,778 8,943,130 10,000,583 Net loss for the period 2,805,754 1,641,778 8,943,130 9,783,583 Comprehensive loss for the period 2,795,075 1,632,650 9,176,726 9,870,274 Loss per share (Basic and diluted) As at March 31 As at December $ $ $ $ Certain Balance Sheet Data Cash and cash equivalents 118,110 2,535, ,290 4,118,484 Mineral properties 413, , , ,651 Total assets 6,149,162 3,984,439 1,484,794 5,578,368 Current liabilities 2,719,842 2,163,813 1,108,686 2,137,930 Total liabilities 3,807,535 2,163,813 2,253,096 2,137,930 Equity 2,341,627 1,820,626 (768,302) 3,440,438 Total liabilities and equity 6,149,162 3,984,439 1,484,794 5,578, Certain Information Concerning Securities of the Offeror The Corporation's authorized capital consists of an unlimited number of Common Shares and an unlimited number of preferred shares, of which 92,404,341 Common Shares and no preferred shares are issued and outstanding as at the date hereof. The holders of Common Shares are entitled to one vote for each Common Share held, and shall be entitled to dividends if, as and when declared by the board of directors. Holders of Common Shares are entitled on liquidation, to receive such assets of the Corporation as are distributable to the holders of the Common Shares. All of the Common Shares are fully paid and non-assessable.

47 The following table sets forth the number of currently outstanding Red Eagle Shares and the number expected to be outstanding upon completion of the Offer, based on certain assumptions. Number of Red Eagle Shares Percentage of Red Eagle Shares Held Upon Completion of the Offer Red Eagle Shares Currently Outstanding Existing Red Eagle Shareholders (1) 92,404, Red Eagle Shares to be Issued in Offer Existing CB Gold Shareholders (2) 27,132, Total 119,537, % Notes: (1) As at the date hereof, the Offeror also had options and warrants outstanding to purchase up to 10,795,000 Red Eagle Shares. (2) Based on the number of CB Gold Shares issued and outstanding as of March 31, 2015, and assuming conversion of none of the outstanding Convertible Securities as they are all out-of-the-money. Consolidated Capitalization As at the date hereof, there have been no material changes in the Red Eagle Share or loan capitalization of the Offeror since March 31, The following table sets forth the consolidated capitalization of the Company: (i) as at March 31, 2015; (ii) as at March 31, 2015, the impact of adjustments of the Offer; and (iii) as at March 31, 2015 after giving effect to the adjustments of the Offer. Actual Impact of adjustments of the offer After giving effect to adjustments of the Offer (Dollar amounts in thousands) Cash and cash equivalents $ 118 $ 487 $ 605 Total debt Equity: Equity $ 2,342 $ 7,812 $ 10,154 Shares issued pursuant to the Offer $ 92,404,341 $ 27,132,788 $ 119,537,074 Total equity $ 2,342 $ 7,812 $ 10,154 Total capitalization $ 2,460 $ 8,299 $ 10,759 Trading Price and Volume of Red Eagle Shares On June 26, 2015, the last trading day prior to the public announcement of the Offer, the closing price of the Red Eagle Shares on the TSXV was $ The following table sets forth the reported high and low daily trading prices and the aggregate volume of trading of Red Eagle Shares on the TSXV during the periods indicated.

48 COMMON SHARES Month High($) Low($) Volume June, 2015 (1) ,577 May, ,660,271 April, ,504,717 March, ,891,896 February, ,903,420 January, ,653,555 December, ,707,982 November, ,009,281 October, ,742,356 September, ,264,136 August, ,019,433 July, ,534,554 June, ,363,526 Note: (1) Figures for June 2015 represent the closing price range and trading volume of the Red Eagle Shares for June 1 to 26, 2015 (inclusive) only. Prior Sales of Red Eagle Shares For the 12 month period prior to the date hereof, the Offeror has issued or granted Red Eagle Shares and securities convertible into Red Eagle Shares listed in the table set forth below: Date Type of Security Price per Security Number of Securities May 6, 2015 Stock Options $0.33 3,160,000 March 31, 2015 (1) Common Shares $ ,640,112 January 30, 2015 (2) Common Shares $0.33 3,831,515 June 24, 2014 Common Shares $ ,000 April 9, 2014 Stock Options $0.33 2,180,000 April 9, 2014 Common Shares $ ,121,212 April 9, 2014 Common Shares $0.42 7,453 April 9, 2014 Common Shares $ ,844 April 9, 2014 Common Shares ,011,387

49 Notes: (1) Issued to Orion Fund JV Limited pursuant to a subscription agreement dated March 24, See Section 1 of the Offer "The Offeror". (2) Issued to Orion Fund JV Limited pursuant to a subscription agreement dated January 22, See " Section 1 of the Offer The Offeror". To date, the Offeror has not paid any dividends on its outstanding Red Eagle Shares. The future payment of dividends will be dependent upon the financial requirements of the Offeror to fund further growth, financial condition of the Offeror and other factors which the board of directors of the Offeror may consider in the circumstances. It is not contemplated that any dividends will be paid in the immediate or foreseeable future. 8. Ownership of and Trading in Securities of CB Gold The Offeror currently owns beneficially, directly or indirectly and exercises control or direction over no CB Gold Shares. Other than as provided for herein, no securities of CB Gold, including CB Gold Shares, are currently owned beneficially, directly or indirectly, nor is control or direction currently exercised over any securities of CB Gold, by the Offeror's directors or senior officers or, to the knowledge of such directors and senior officers after reasonable due inquiry, by (a) (b) (c) any associate of a director or senior officer of the Offeror, any person holding more than 10% of any class of the Offeror's equity securities or any associate or affiliate thereof, or any person acting jointly or in concert with the Offeror. During the 6-month period preceding the date of the Offer, no securities of CB Gold have been traded by: (a) (b) (c) the Offeror, any director or senior officer of the Offeror, or to the knowledge of the directors and senior officers of the Offeror, after reasonable inquiry, by (i) any associate of the directors or senior officers of the Offeror, (ii) any person or company holding more than 10% of any class of equity securities of the Offeror, or (iii) any person or company acting jointly or in concert with the Offeror. 9. Commitments to Acquire Securities of CB Gold Except pursuant to the Offer, none of the Offeror or any director or senior officer of the Offeror, or to the knowledge of the directors and senior officers of the Offeror after reasonable inquiry, (a) (b) (c) any associate of a director or senior officer of the Offeror, any person holding more than 10% of any class of the Offeror's equity securities or any associate or affiliate thereof, or, any person acting jointly or in concert with the Offeror, has entered into any arrangement, agreement, commitment or understanding to acquire any equity securities of CB Gold.

50 Arrangements, Agreements, Commitments or Understandings There are no arrangements, agreements, commitments or understandings made or proposed to be made between the Offeror and any of the directors or senior officers of CB Gold and no payments or other benefits are proposed to be made or given by the Offeror to such directors or senior officers as compensation for loss of office or as compensation for remaining in or retiring from office if the Offer is successful. There are no contracts, arrangements or understandings, formal or informal, between the Offeror and any securityholder of CB Gold with respect to the Offer or between the Offeror and any person or company with respect to any securities of CB Gold in relation to the Offer. 11. Material Changes and Other Information The Offeror has no information that indicates any material change in the affairs of CB Gold has occurred since the date of the last published financial statements of CB Gold, other than the making of this Offer by the Offeror and such other material changes as have been publicly disclosed by CB Gold. The Offeror has no knowledge of any material fact concerning securities of CB Gold that has not been generally disclosed by CB Gold or any other matter that has not previously been generally disclosed but which would reasonably be expected to affect the decision of CB Gold Shareholders to accept or reject the Offer. It is the Offeror s current intention that if it takes-up and pays for CB Gold Shares deposited pursuant to the Offer, it will enter into one or more transactions to enable the Offeror to acquire all Shares not acquired pursuant to the Offer. There is no assurance that such transaction or transactions will be completed, in particular if the Offeror and its affiliates hold less than 66⅔% of the CB Gold Shares following completion of the Offer and the Offeror expressly reserves the right not to propose a Compulsory Acquisition or a Subsequent Acquisition Transaction. 12. Acquisition of CB Gold Shares Not Deposited Under the Offer Compulsory Acquisition If, within four months after the date of the Offer, the Offer has been accepted by CB Gold Shareholders holding not less than 90% of the issued and outstanding CB Gold Shares as at the Expiry Time, other than CB Gold Shares held at the date of the Offer by, or by a nominee for, the Offeror or its affiliates (as terms is defined in the BCBCA) and the Offeror acquires such CB Gold Shares under the Offer, the Offeror currently intends, if permitted under the BCBCA, to acquire the CB Gold Shares not deposited under the Offer for the same price and on the same terms as the CB Gold Shares acquired under the Offer pursuant to the provisions of Section 300 of the BCBCA (a "Compulsory Acquisition"). Holders of outstanding Convertible Securities must convert those securities into CB Gold Shares before any payment for underlying CB Gold Shares will be made. To exercise its statutory right of Compulsory Acquisition, the Offeror must give written notice (the "Offeror s Notice") to each CB Gold Shareholder who did not accept the Offer (and each person who subsequently acquires any such CB gold Shares) (in each case, a "Dissenting Offeree") within five months after the date of the Offer of such proposed acquisition. If the Offeror s Notice is sent to a Dissenting Offeree under Subsection 300(3) of the BCBCA, the Offeror is entitled and bound to acquire all of the CB Gold Shares of that Dissenting Offeree for the same price and on the same terms contained in the Offer, unless the Supreme Court of British Columbia (the "Court") orders otherwise on an application made by that Dissenting Offeree within two months after the date of the Offeror s Notice. Pursuant to any such application, the Court may fix the price and terms of payment for the CB Gold Shares held by the Dissenting Offeree and make any such consequential orders and give such directions as the Court considers appropriate. Unless the Court orders otherwise, the Offeror must, not earlier than two months after the date of the Offeror s Notice (or, if an application to the Court has been made pursuant to the provisions described in the immediately preceding sentence, at any time after that application has been disposed of), send a copy of the Offeror s Notice to CB Gold and must pay or transfer to CB Gold the consideration representing the price payable by the Offeror for the CB Gold Shares that are referred to in the Offeror s Notice. On receiving a copy of the Offeror s Notice and the consideration representing the price payable for the CB Gold Shares referred to in the Offeror s Notice, CB Gold will be required to register the Offeror as a CB Gold Shareholder with respect to those CB Gold Shares. Any such amount received by CB Gold must be paid into a separate account at a savings institution and, together with any other consideration so received, must be held by CB Gold, or by a trustee approved by the Court, in trust for the Dissenting Offerees. Section 300 of the BCBCA provides that if the Offeror has not sent the

51 Offeror s Notice to a Dissenting Offeree within one month after becoming entitled to do so, the Offeror must send a written notice to each Dissenting Offeree stating that such Dissenting Offeree, within three months after receiving such notice, may require the Offeror to acquire the Shares held by such Dissenting Offeree. If a Dissenting Offeree requires the Offeror to acquire its CB Gold Shares in accordance with these provisions, the Offeror must acquire those CB Gold Shares for the same price and on the same terms contained in the Offer (a "Compelled Acquisition"). The foregoing is a summary only of the rights of Compulsory Acquisition and Compelled Acquisition that may become available and is qualified in its entirety by the provisions of Section 300 of the BCBCA, the full text of which is attached as Appendix "A" to this Circular. Section 300 of the BCBCA is complex and may require strict adherence to notice and timing provisions, failing which such rights may be lost or altered. Shareholders who wish to be better informed about the provisions of Section 300 of the BCBCA should consult their legal advisors. The income tax consequences to a CB Gold Shareholder of a Compulsory Acquisition may differ from the income tax consequences to such CB Gold Shareholder that exchanges its CB Gold Shares pursuant to the Offer. See Section 20 of the Circular "Principal Canadian Federal Income Tax Considerations". Subsequent Acquisition Transaction If the Offeror acquires less than 90% of the CB Gold Shares under the Offer, or the right of Compulsory Acquisition described above is not available for any reason, or if the Offeror elects not to pursue such right, the Offeror currently intends, depending on the number of CB Gold Shares taken up and paid for under the Offer, to pursue other means of acquiring, directly or indirectly, all of the outstanding CB Gold Shares and other securities exercisable for or convertible or exchangeable into CB Gold Shares in accordance with applicable Law, including, by way of example, by means of an arrangement, reclassification, consolidation, amalgamation, merger or other combination of CB Gold with the Offeror or one or more of the Offeror entities, on such terms and conditions as the Offeror, at the time, believes to be appropriate (each, a "Subsequent Acquisition Transaction"). To effect such Subsequent Acquisition Transaction, the Offeror currently intends to cause a special meeting of CB Gold Shareholders to be called to consider such a transaction. The detailed terms of any Subsequent Acquisition Transaction, including the timing of its implementation and the consideration to be received by the CB Gold Shareholders, would necessarily be subject to a number of considerations, including the number of CB Gold Shares acquired pursuant to the Offer. The Offeror s current intention is that the consideration to be paid to CB Gold Shareholders pursuant to any Subsequent Acquisition Transaction would be equal in amount to and in the same form as that payable under the Offer; however, it is possible that, as a result of the number of CB Gold Shares acquired under the Offer, delays in the Offeror ability to effect such a transaction, information hereafter obtained by the Offeror with respect to CB Gold or its business, changes in general economic, industry, regulatory or market conditions or in the business of CB Gold, or other currently unforeseen circumstances, such a transaction may not be so proposed, or may be proposed on different terms or delayed or abandoned. The Offeror expressly reserves the right not to propose a Compulsory Acquisition or Subsequent Acquisition Transaction involving CB Gold and reserves the right to propose other means of acquiring, directly or indirectly, all of the issued and outstanding CB Gold Shares in accordance with applicable Laws, including a Subsequent Acquisition Transaction on terms not described in the Circular. If a Subsequent Acquisition Transaction were to be consummated, CB Gold Shareholders may, under the BCBCA, have the right to dissent and demand payment of the fair value of their CB Gold Shares. This right, if the statutory procedures are complied with, could lead to judicial determination of the fair value required to be paid to those dissenting holders for their CB Gold Shares. The fair value of the CB Gold Shares so determined could be more or less than the amount paid per security pursuant to the Subsequent Acquisition Transaction or the Offer. Any such judicial determination of the fair value of the CB Gold Shares could be based upon considerations other than, or in addition to, the market price of the CB Gold Shares. CB Gold Shareholders should consult their legal advisors for a determination of their legal rights with respect to any Subsequent Acquisition Transaction.

52 The income tax consequences to a CB Gold Shareholder of a Subsequent Acquisition Transaction may differ from the income tax consequences to such CB Gold Shareholder exchanging its CB Gold Shares pursuant to the Offer. See Section 20 of the Circular, "Principal Canadian Federal Income Tax Considerations". Securities Law Requirements for Business Combinations Multilateral Instrument Protection of Minority Security Holders in Special Transactions ("MI ") may deem a Subsequent Acquisition Transaction to be a "business combination" if such Subsequent Acquisition Transaction would result in the interest of a CB Gold Shareholder being terminated without the consent of the holder, irrespective of the nature of the consideration provided in substitution therefor. The Offeror expects that any Subsequent Acquisition Transaction relating to CB Gold Shares will be a "business combination" under MI In certain circumstances, the provisions of MI may also deem certain types of Subsequent Acquisition Transactions to be "related party transactions". However, if the Subsequent Acquisition Transaction is a "business combination" carried out in accordance with MI or an exemption therefrom, the "related party transaction" provisions therein do not apply to such transaction. The Offeror intends to carry out any such Subsequent Acquisition Transaction in accordance with MI , or any successor provisions, or exemptions therefrom, such that the "related party transaction" provisions of MI would not apply to such Subsequent Acquisition Transaction. MI provides that, unless exempted, an issuer proposing to carry out a business combination is required to prepare a valuation of the affected securities (and any non-cash consideration being offered therefor) and provide to the holders of the affected securities a summary of such valuation. An exemption is available under MI for certain business combinations completed within 120 days after the expiry of a formal take-over bid where the consideration that security holders would be entitled to receive under the business combination is at least equal in value to and is in the same form as the consideration that tendering security holders were entitled to receive in the take-over bid, provided that certain disclosure is given in the take-over bid disclosure documents (and which disclosure has been provided herein). The Offeror currently intends that the consideration offered per CB Gold Share under any Subsequent Acquisition Transaction proposed by it would be the same consideration offered to the CB Gold Shareholders under the Offer and that such Subsequent Acquisition Transaction will be completed no later than 120 days after the Expiry Date and, accordingly, the Offeror expects to rely on these exemptions. Depending on the nature and terms of the Subsequent Acquisition Transaction, the provisions of the CBCA and CB Gold s constating documents may require the approval of 66⅔% of the votes cast by holders of the issued and outstanding CB Gold Shares at a meeting duly called and held for the purpose of approving the Subsequent Acquisition Transaction. MI also requires that, in addition to any other required security holder approval, in order to complete a business combination, the approval of a simple majority of the votes cast by "minority" shareholders of each class of affected securities who are entitled to vote, as described below, must be obtained unless an exemption is available or discretionary relief is granted by applicable securities regulatory authorities. If, however, following the Offer, the Offeror and its affiliates beneficially own 90% or more of the CB Gold Shares at the time the Subsequent Acquisition Transaction is agreed to, the requirement for minority approval under MI would not apply to the transaction if an enforceable appraisal remedy to demand fair value or substantially equivalent right is made available to minority shareholders. In relation to the Offer and any business combination, the "minority" shareholders entitled to vote will be, unless an exemption is available or discretionary relief is granted by applicable securities regulatory authorities, all CB Gold Shareholders other than the Offeror, any "interested party" (within the meaning of MI ), certain "related parties" of the Offeror or of any other "interested party" (in each case within the meaning of MI ) and any "joint actor" (within the meaning of MI ) with any of the foregoing persons. MI also provides that the Offeror may treat CB Gold Shares acquired under the Offer as "minority" shares and vote them, or consider them voted, in favour of such business combination if, among other things: (a) the business combination is completed no later than 120 days after the Expiry Date, (b) the consideration per security in the business combination is at least equal in value to and in the same form as the consideration paid under the Offer; (c) the CB Gold Shareholder who tendered such CB Gold Shares to the Offer was not (i) a "joint actor" (within the meaning of MI ) with the Offeror in respect of the Offer, (ii) a direct or indirect party to any "connected transaction" (within the meaning of MI ) to the Offer, or (iii) entitled to receive, directly or indirectly, in connection with the Offer, a "collateral benefit" (within the meaning of MI ) or consideration per CB Gold Share that is not identical in amount and

53 form to the entitlement of the general body of CB Gold Shareholders in Canada; and (d) certain disclosure is provided in the take-over bid disclosure documents (which disclosure has been provided herein). The Offeror currently intends that the consideration offered per CB Gold Share under any Subsequent Acquisition Transaction proposed by it would be the same consideration offered to the CB Gold Shareholders under the Offer and that such Subsequent Acquisition Transaction will be completed no later than 120 days after the Expiry Date and all disclosure required in connection with any such Subsequent Acquisition Transaction has been provided in this Circular. The Offeror intends to cause CB Gold Shares acquired under the Offer to be voted in favour of any such transaction and, where permitted by MI , to be counted as part of any minority approval required in connection with any such transaction. Other Alternatives If, following completion of the Offer, the Offeror does not effect a Compulsory Acquisition or a Subsequent Acquisition Transaction, or if the Offeror proposes a Subsequent Acquisition Transaction but cannot promptly obtain any required approvals, the Offeror will evaluate its other available alternatives. Such alternatives could include, to the extent permitted by applicable Law, purchasing additional CB Gold Shares or other securities in the open market, in private negotiated transactions, in another take-over bid or exchange offer or otherwise. Subject to applicable Law, any additional purchases of CB Gold Shares could be at a price greater than, equal to or less than the price paid for CB Gold Shares under the Offer and could be for cash, securities and/or other consideration. Alternatively, the Offeror may take no action to acquire additional CB Gold Shares or other securities, or may sell or otherwise dispose of any or all CB Gold Shares acquired pursuant to the Offer or otherwise. Such transactions may be effected on terms and at prices then determined by the Offeror which may vary from the price paid for CB Gold Shares under the Offer. The income tax consequences to a CB Gold Shareholder of such alternatives may differ from the income tax consequences to such CB Gold Shareholder of exchanging its CB Gold Shares pursuant to the Offer. See Section 20 of the Circular, "Principal Canadian Federal Income Tax Considerations". Legal and Judicial Developments On February 1, 2008, MI came into force in the provinces of Ontario and Québec, introducing harmonized requirements for enhanced disclosure, independent valuations and majority of minority security holder approval for specified types of transactions. See " Securities Law Requirements for Business Combinations" above. Certain judicial decisions may also be considered relevant to any business combination that may be proposed or effectuated subsequent to the expiry of the Offer. Prior to the adoption of MI (or its predecessors), Canadian courts had, in a few instances, granted preliminary injunctions to prohibit transactions which involved certain business combinations. The trend both in legislation and in Canadian jurisprudence has been towards permitting business combinations to proceed subject to compliance with procedures designed to ensure substantive fairness to minority shareholders. CB Gold Shareholders should consult their legal advisors for a determination of their legal rights with respect to any transaction which may constitute a business combination. 13. Regulatory Matters The Offeror's obligation to take up and pay for CB Gold Shares tendered under the Offer is conditional upon all required regulatory approvals having been obtained on terms satisfactory to the Offeror, acting reasonably. The Offeror does not currently intend to take up and pay for CB Gold Shares pursuant to the Offer unless the Offeror has obtained, on terms acceptable to it, all approvals, consents and clearances required or deemed appropriate by the Offeror in respect of the purchase of the CB Gold Shares under any applicable competition, merger control, antitrust or other similar law or regulation in jurisdictions material to the operations of the Offeror or CB Gold. The Offer is being made in compliance with applicable Canadian rules governing take-over bids and tender offers, respectively, or applicable exemptions therefrom.

54 Effect of the Offer on the Market for & Listing of CB Gold Shares & Status as a Reporting Issuer The purchase of CB Gold Shares by the Offeror pursuant to the Offer will reduce the number of CB Gold Shares that might otherwise trade publicly, as well as the number of CB Gold Shareholders and, depending on the number of CB Gold Shares acquired by the Offeror under the Offer, would likely adversely affect the liquidity and market value of the remaining CB Gold Shares held by the public. The rules and regulations of the applicable stock exchanges establish certain criteria which, if not met, could upon successful completion of the Offer, lead to the delisting of the CB Gold Shares from such exchanges. Among such criteria are the number of CB Gold Shareholders, the number of CB Gold Shares publicly held and the aggregate market value of the CB Gold Shares publicly held. Depending on the number of CB Gold Shares purchased under the Offer, it is possible that the CB Gold Shares would fail to meet the criteria for continued listing. If this were to happen, the CB Gold Shares could be delisted and this could, in turn, adversely affect the market or result in a lack of an established market for the CB Gold Shares. If permitted by applicable Law, subsequent to the completion of the Offer or any Compulsory Acquisition or Subsequent Acquisition Transaction, the Offeror intends to apply to delist the CB Gold Shares from all applicable exchanges. If permitted by applicable Law, subsequent to the completion of the Offer and any Compulsory Acquisition or Subsequent Acquisition Transaction, the Offeror intends to cause CB Gold to cease to be a reporting issuer or its equivalent under the securities laws of Canada. 15. Statement of Rights Securities legislation in the provinces and territories of Canada provides security holders of the Offeree issuer with, in addition to any other rights they may have at law, one or more rights of rescission, price revision or to damages, if there is a misrepresentation in a circular or notice that is required to be delivered to those security holders. However, such rights must be exercised within prescribed time limits. Security holders should refer to the applicable provisions of the securities legislation of their province or territory for particulars of those rights or consult a lawyer. 16. Principal Canadian Federal Income Tax Considerations The following summary describes the principal Canadian federal income tax considerations under the Tax Act, as of the date hereof, generally applicable to a CB Gold Shareholder who, for purposes of the Tax Act, beneficially owns CB Gold Shares and any Red Eagle Shares received pursuant to the Offer as capital property, deals at arm s length with, and is not affiliated with, CB Gold or the Offeror, and who disposes of CB Gold Shares to the Offeror pursuant to the Offer or otherwise disposes of CB Gold Shares pursuant to certain transactions described in Section 13 of the Circular, "Acquisition of CB Gold Shares Not Deposited Under the Offer". CB Gold Shares and Red Eagle Shares generally will be considered capital property to a CB Gold Shareholder for purposes of the Tax Act unless the CB Gold Shareholder holds such shares in the course of carrying on a business of buying and selling securities or the CB Gold Shareholder has acquired or holds them in a transaction or transactions considered to be an adventure or concern in the nature of trade. This summary is based on the current provisions of the Tax Act in force as of the date hereof and counsel s understanding of the current published administrative policies and assessing practices of the Canada Revenue Agency ("CRA") publicly available prior to the date hereof. This summary takes into account all specific proposals to amend the Tax Act that have been publicly announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof (the "Tax Proposals") and assumes that the Tax Proposals will be enacted in the form proposed. No assurance can be given that the Tax Proposals will be enacted in the form proposed, or at all. This summary does not otherwise take into account or anticipate any other changes in law, whether by judicial, governmental or legislative decision or action or changes in the administrative policies or assessing practices of the CRA, nor does it take into account provincial, territorial or foreign income tax legislation or considerations, which may differ materially from those described in this summary.

55 This summary is not applicable to persons holding Convertible Securities or other conversion or exchange rights to acquire CB Gold Shares, or persons who acquired CB Gold Shares on the exercise or conversion of any Convertible Security. In addition, this summary does not apply to: (i) a CB Gold Shareholder that is a "financial institution", for the purposes of the mark-to-market rules in the Tax Act, (ii) a CB Gold Shareholder an interest in which is a "tax shelter investment", as defined in the Tax Act, (iii) a CB Gold Shareholder that is a "specified financial institution", as defined in the Tax Act, (iv) a CB Gold Shareholder that has made a "functional currency" election under section 261 of the Tax Act, or (v) a CB Gold Shareholder that has, or will, enter into, with respect to the CB Gold Shares or the Red Eagle Shares, a "derivative forward agreement", as that term is defined in the Tax Act. Further, this summary is not applicable to a person that (i) is a corporation resident in Canada and (ii) is, or becomes as part of a transaction or event or series of transactions or events that includes the acquisition of Red Eagle Shares, controlled by a non-resident corporation for the purposes of the foreign affiliate dumping rules in section of the Tax Act. Any such CB Gold Shareholder should consult its own tax advisor. This summary assumes that if any SRP Rights are acquired pursuant to the Offer that there is no value to those SRP Rights, and, therefore, that no Red Eagle Shares issued pursuant to the Offer will be allocated to the SRP Rights. Accordingly, this summary does not otherwise address the disposition of any SRP Rights pursuant to the Offer. CB Gold Shareholders should consult their own tax advisors regarding the disposition of any SRP Rights. This summary is of a general nature only and is not, and is not intended to be, nor should it be construed to be, legal or tax advice or representations to any particular CB Gold Shareholder. This summary is not exhaustive of all Canadian federal income tax considerations. Accordingly, CB Gold Shareholders should consult their own legal and tax advisors with respect to the tax consequences to them of having their CB Gold Shares acquired based on their particular circumstances, including the application and effect of the income and other taxes of any country, province or other jurisdiction in which the CB Gold Shareholders reside or carry on business. CB Gold Shareholders Resident in Canada The following portion of the summary is applicable only to a CB Gold Shareholder who at all relevant times, for purposes of the Tax Act and any applicable income tax treaty, is resident, or is deemed to be resident, in Canada (a "Resident CB Gold Shareholder"). Certain Resident CB Gold Shareholders whose CB Gold Shares might not otherwise constitute capital property may be eligible to make an irrevocable election in accordance with subsection 39(4) of the Tax Act to have their CB Gold Shares, and every other "Canadian security" (as defined in the Tax Act) owned by such Resident CB Gold Shareholder in the taxation year in which the election is made and in all subsequent taxation years, be deemed capital property. Resident CB Gold Shareholders contemplating such an election should first consult their own tax advisors. Resident CB Gold Shareholders Who Accept the Offer Exchange of CB Gold Shares Pursuant to the Offer A Resident CB Gold Shareholder who exchanges CB Gold Shares for Red Eagle Shares pursuant to the Offer may defer any capital gain (or loss) that would otherwise be realized on the exchange under the provisions of section 85.1 of the Tax Act. In general, a Resident CB Gold Shareholder who exchanges CB Gold Shares for Red Eagle Shares pursuant to the Offer will be deemed to have disposed of each of the Resident CB Gold Shareholder's CB Gold Shares for proceeds of disposition equal to the adjusted cost base of such CB Gold Shares immediately before the disposition, and, in exchange therefor, will be deemed to haved acquired Red Eagle Shares at a cost equal to such adjusted cost base. The deferral will not apply where (a) such Resident CB Gold Shareholder has, in the Resident CB Gold Shareholder s Canadian income tax return for the year of exchange, included in computing its income for that year all or any portion of the gain or loss otherwise determined from the disposition of a CB Gold Share, or (b) immediately after the exchange, such a Resident CB Gold Shareholder or persons with whom such a Resident CB Gold Shareholder does not deal at arm s length for purposes of the Tax Act or such a Resident CB Gold Shareholder

56 together with such persons either controls or beneficially owns shares of the capital stock of the Offeror having a fair market value of more than 50% of the fair market value of all outstanding shares of the capital stock of the Offeror. A Resident CB Gold Shareholder who includes in their income in the year of disposition all or any portion of the gain (or loss) otherwise determined will generally realize a capital gain (or loss) equal to the amount by which the fair market value of the Red Eagle Shares received on the exchange (as at the time of the exchange) exceeds (or is exceeded by) the sum of the adjusted cost base of the CB Gold Shares exchanged therefor and any reasonable costs associated with the disposition, and will acquire such Red Eagle Shares at a cost equal to their fair market value at the time of the exchange. It is not possible for a Resident CB Gold Shareholder to elect such treatment on a portion only of the gain (or loss) otherwise realized on a disposition of CB Gold Shares. Such capital gains (or losses) will be subject to the tax treatment described below under "Taxation of Capital Gains and Losses". If the Resident CB Gold Shareholder separately owns other Red Eagle Shares as capital property at that time, the adjusted cost base of all Red Eagle Shares owned by the Resident CB Gold Shareholder as capital property immediately after the exchange will be determined by averaging the cost of the Red Eagle Shares acquired on the exchange with the adjusted cost base of those other Red Eagle Shares Holding and Disposing of Red Eagle Shares The disposition or deemed disposition of Red Eagle Shares by a Resident CB Gold Shareholder (other than to the Offeror) will generally result in a capital gain (or loss) equal to the amount by which the proceeds of disposition, net of any reasonable costs of disposition, exceed (or are exceeded by) the adjusted cost base to the holder of those shares immediately before the disposition. See "CB Gold Shareholders Resident in Canada Taxation of Capital Gains and Losses" below for a general description of the treatment of capital gains (and losses) under the Tax Act. Taxation of Capital Gains and Losses Generally, a Resident CB Gold Shareholder will be required to include in computing its income for a taxation year one-half of the amount of any capital gain (a "taxable capital gain") realized by it in that year. Such a Resident CB Gold Shareholder will be required to deduct one-half of the amount of any capital loss (an "allowable capital loss") realized by it in a taxation year from taxable capital gains realized by the Resident CB Gold Shareholder in that year. Allowable capital losses in excess of taxable capital gains realized in a taxation year may be carried back to any of the three preceding taxation years or carried forward to any subsequent taxation year and deducted against net taxable capital gains realized in such years, subject to and in accordance with the detailed rules contained in the Tax Act. The amount of any capital loss realized on the disposition of a CB Gold Share or a Red Eagle Share by a Resident CB Gold Shareholder that is a corporation may, to the extent and under the circumstances specified by the Tax Act, be reduced by the amount of any dividends received or deemed to have been received by the corporation on such share (or on a share for which such share is substituted or exchanged). Similar rules may apply where shares are owned by a partnership or trust of which a corporation, trust or partnership is a member or beneficiary. Resident CB Gold Shareholders to which these rules may be relevant should consult their own advisors. A Resident CB Gold Shareholder that is throughout the year a "Canadian-controlled private corporation", as defined in the Tax Act, may be liable to pay an additional refundable tax on certain investment income, including taxable capital gains, interest and certain dividends. Capital gains realized by a Resident CB Gold Shareholder who is an individual or a trust, other than certain specified trusts, will be taken into account in determining liability for alternative minimum tax under the Tax Act. Eligibility of Red Eagle Shares for Investment Red Eagle Shares will be "qualified investments", as defined in the Tax Act, for or trusts governed by registered retirement savings plans ("RRSPs"), registered retirement income funds ("RRIFs"), registered education savings plans, registered disability savings plans or deferred profit sharing plans or tax-free savings accounts ("TFSAs") at

57 any particular time, provided that, at that time, the Red Eagle Shares are listed on a "designated stock exchange" (which currently includes the TSXV) or the Offeror is a "public corporation", as defined in the Tax Act. Notwithstanding that the Red Eagle Shares may be qualified investments for a TFSA or a trust governed by a RRSP or RRIF, the holder of a TFSA or an annuitant of a RRSP or RRIF, as applicable, will be subject to a penalty tax under the Tax Act in respect of Red Eagle Shares held in a TFSA, RRSP or RRIF, as applicable, if such Red Eagle Shares are a "prohibited investment", as defined in the Tax Act, for such plan. The Red Eagle Shares generally will not be prohibited investments unless the holder or annuitant, as the case may be, (i) does not deal at arm's length with the Offeror for purposes of the Tax Act, or (ii) has a "significant interest" in the Offeror for purposes of the prohibited investment rules in the Act. Resident CB Gold Shareholders Who Do Not Accept the Offer Disposition of CB Gold Shares Pursuant to a Compulsory or Compelled Acquisition As discussed in Section 13 of the Circular, "Acquisition of CB Gold Shares Not Deposited Under the Offer Compulsory Acquisition", the Offeror may, in certain circumstances, acquire or be required to acquire CB Gold Shares not deposited pursuant to the Offer pursuant to a Compulsory Acquisition or a Compelled Acquisition. The income tax consequences to a Resident CB Gold Shareholder of a disposition of CB Gold Shares in such circumstances generally will be as described above (see "Shareholders Resident in Canada Exchange of CB Gold Shares Pursuant to the Offer"). The Resident CB Gold Shareholder will be required to include in computing its income any interest awarded by the court in connection with a Compulsory Acquisition. Resident CB Gold Shareholders should consult their own tax advisors with respect to the potential income tax consequences to them of having their CB Gold Shares acquired pursuant to a Compulsory Acquisition or a Compelled Acquisition. Disposition of CB Gold Shares Pursuant to a Subsequent Acquisition Transaction or Other Alternatives As described in Section 13 of the Circular, "Acquisition of CB Gold Shares Not Deposited Under the Offer Subsequent Acquisition Transaction" and "Acquisition of CB Gold Shares Not Deposited Under the Offer Other Alternatives", if the Offeror does not acquire all of the CB Gold Shares pursuant to the Offer or by means of a Compulsory Acquisition or a Compelled Acquisition, the Offeror may propose other means of acquiring the remaining issued and outstanding CB Gold Shares. The income tax treatment of a Subsequent Acquisition Transaction or other alternative to a Resident CB Gold Shareholder will depend upon the exact manner in which the alternative transaction is carried out and the consideration offered. It is not possible to comment as to the tax treatment of such an alternative transaction until the form of such transaction is determined. However, the income tax consequences of such an alternative transaction may differ from those arising on the disposition of CB Gold Shares under the Offer and will depend on the particular form and circumstances of the transaction. Depending on the form of the alternative transaction, a Resident Shareholder may realize a capital gain (or loss) and/or be deemed to receive a dividend. No opinion is expressed herein as to the income tax consequences of any such alternative transaction to a Resident CB Gold Shareholder. Resident CB Gold Shareholders should consult their own tax advisors with respect to the potential income tax consequences to them of having their CB Gold Shares acquired pursuant to a Subsequent Acquisition Transaction or such other alternative. Potential Delisting As described in Section 15 of the Circular, "Effect of the Offer on the Market for and Listing of CB Gold Shares and Status as a Reporting Issuer", the CB Gold Shares may cease to be listed on the TSXV (or another designated stock

58 exchange) following the completion of the Offer or, as applicable, a Compulsory Acquisition, a Compelled Acquisition or a Subsequent Acquisition Transaction. Resident CB Gold Shareholders who do not exchange their CB Gold Shares pursuant to the Offer are cautioned that, if the CB Gold Shares are no longer listed on a "designated stock exchange" (which currently includes the TSXV) and CB Gold ceases to be a "public corporation" for purposes of the Tax Act, the CB Gold Shares will not be qualified investments for a TFSA, or trusts governed by an RRSP, RRIF, registered education savings plans, registered disability savings plans or deferred profit sharing plans. Resident CB Gold Shareholders who hold CB Gold Shares in such manner should consult their own tax advisors with respect to the potential income tax consequences to them in this regard. CB Gold Shareholders Not Resident in Canada This part of the summary is generally applicable to a CB Gold Shareholder who, at all relevant times, for purposes of the Tax Act and any applicable income tax treaty, is neither resident nor deemed to be resident in Canada, and does not use or hold, and is not deemed to use or hold, CB Gold Shares in connection with carrying on a business in Canada (a "Non-Resident CB Gold Shareholder"). This part of the summary is not applicable to Non-Resident CB Gold Shareholders that are insurers carrying on an insurance business in Canada and elsewhere, or that is an "authorized foreign bank" within the meaning of the Tax Act. Non-Resident CB Gold Shareholders Who Accept the Offer Exchange of CB Gold Shares Pursuant to the Offer A Non-Resident CB Gold Shareholder who exchanges CB Gold Shares for Red Eagle Shares pursuant to the Offer will generally not be subject to tax under the Tax Act on any capital gain (or loss) realizeed on the exchange unless such CB Gold Shares constitute "taxable Canadian property" and are not "treaty protected property" of the Non- Resident CB Gold Shareholder. Generally, a CB Gold Share will not be "taxable Canadian property" to a Non-Resident CB Gold Shareholder at a particular time provided that such share is listed on a "designated stock exchange", as defined in the Tax Act, (which currently includes the TSXV) unless at any time during the 60-month period immediately preceding the disposition (i) the Non-Resident CB Gold Shareholder, persons with whom the Non-Resident CB Gold Shareholder did not deal at arm s length, partnerships in which the Non-Resident CB Gold Shareholder or persons with whom the Non- Resident CB Gold Shareholder did not deal at arm's length held a membership interest directly or indirectly through one of more partnerships, or the Non-Resident CB Gold Shareholder together with all such persons, owned 25% or more of the issued shares of any class or series of shares of the capital stock of CB Gold, and (ii) more than 50% of the fair market value of the CB Gold Share was derived directly or indirectly from one or any combination of real or immovable property situated in Canada, "Canadian resource properties", as defined in the Tax Act, "timber resource properties", as defined in the Tax Act, and options in respect of, or interests in, or for civil law rights in, any such properties (whether or not such property exists). Notwithstanding the foregoing, in certain circumstances set out in the Tax Act, CB Gold Shares may be deemed to be taxable Canadian property to the Non-Resident CB Gold Shareholder. Non-Resident CB Gold Shareholders whose CB Gold Shares may constitute taxable Canadian property should consult their own tax advisors for advice having regard to their particular circumstances. Even if the CB Gold shares are considered to be taxable Canadian property to a Non-Resident CB Gold Shareholder, a taxable capital gain or an allowable capital loss resulting from the disposition of the CB Gold Shares will not be included in computing the Non-Resident CB Gold Shareholder s income for purposes of the Tax Act if the CB Gold Shares constitute "treaty protected property", as defined in the Tax Act. CB Gold Shares owned by a Non-Resident CB Gold Shareholder will generally be treaty-protected property if the gain from the disposition of such shares would, because of an applicable income tax treaty or convention to which Canada is a signatory, be exempt from tax under the Tax Act. In the event that the CB Gold Shares are considered to be taxable Canadian property but not treaty-protected property to a particular Non-Resident CB Gold Shareholder on the disposition thereof pursuant to the Offer, such

59 Non-Resident CB Gold Shareholder will realize a capital gain (or capital loss) generally in the circumstances and computed in the manner described above under "CB Gold Shareholders Resident in Canada Exchange of CB Gold Shares Pursuant to the Offer" as if the Non-Resident CB Gold Shareholder were a Resident CB Gold Shareholder thereunder, and such Non-Resident CB Gold Shareholder may be entitled to the automatic tax deferral provisions of section 85.1 of the Tax Act as described therein if such Non-Resident CB Gold Shareholder satisfies the conditions discussed under the heading "CB Gold Shareholders Resident in Canada Exchange of CB Gold Shares Pursuant to the Offer" and such Non-Resident CB Gold Shareholder is generally not a foreign affiliate of a taxpayer resident in Canada that has included the gain or loss otherwise determined in its foreign accrual property income. If section 85.1 of the Tax Act applies, the Red Eagle Shares received in exchange for CB Gold Shares that constituted taxable Canadian property to such Non-Resident CB Gold Shareholder may be deemed to be taxable Canadian property to such Non-Resident CB Gold Shareholder. In the event that the CB Gold Shares constitute taxable Canadian property and the disposition of such CB Gold Shares by a Non-Resident CB Gold Shareholder gives rise to a capital gain which is not exempt from Canadian tax under the terms of an applicable income tax treaty or convention, the income tax consequences as described above under "CB Gold Shareholders Resident in Canada Exchange of CB Gold Shares Pursuant to the Offer" will generally apply on the same basis as if the Non-Resident CB Gold Shareholder were a Resident CB Gold Shareholder thereunder. Non-Resident CB Gold Shareholder whose CB Gold Shares are taxable Canadian property are urged to consult their own tax advisors for advice having regard to their particular circumstances. Holding and Disposing of Red Eagle Shares The disposition or deemed disposition of Red Eagle Shares by a Non-Resident CB Gold Shareholder (other than to the Offeror) will not be subject to tax under the Tax Act in respect of any capital gain realized on a disposition or deemed disposition of Red Eagle Shares unless such shares constitute taxable Canadian property other than treatyprotected property. The circumstances in which Red Eagle Shares may constitute taxable Canadian property and the implications to a Non-Resident CB Gold Shareholder of Red Eagle Shares constituting taxable Canadian property will generally be the same as discussed above in "CB Gold Shareholders Not Resident in Canada Exchange of CB Gold Shares Pursuant to the Offer". Non-Resident CB Gold Shareholders Who Do Not Accept the Offer Disposition of CB Gold Shares Pursuant to a Compulsory or Compelled Acquisition As discussed in Section 13 of the Circular, "Acquisition of CB Gold Shares Not Deposited Under the Offer Compulsory Acquisition", the Offeror may, in certain circumstances, acquire or be required to acquire CB Gold Shares not deposited pursuant to the Offer pursuant to a Compulsory Acquisition or a Compelled Acquisition. A Non-Resident CB Gold Shareholder whose CB Gold Shares do not constitute taxable Canadian property will not be subject to tax under the Tax Act in respect of any capital gain realized on the disposition of CB Gold Shares by way of a Compulsory Acquisition or a Compelled Acquisition. Whether a CB Gold Share is considered to be taxable Canadian property at the time of a disposition by way of a Compulsory Acquisition or a Compelled Acquisition generally will be determined as described above (see "CB Gold Shareholders Not Resident in Canada Exchange of CB Gold Shares Pursuant to the Offer") except that more stringent rules may be applied where the CB Gold Shares cease to be listed on a designated stock exchange, as described below (see "CB Gold Shareholders Not Resident in Canada Potential Delisting"). The income tax consequences of a disposition of CB Gold Shares by a Non-Resident CB Gold Shareholder whose CB Gold Shares are taxable Canadian property for purposes of the Tax Act generally will be as described above (see "CB Gold Shareholders Not-Resident in Canada Exchange of CB Gold Shares Pursuant to the Offer"). Generally, where interest is paid or credited to a Non-Resident CB Gold Shareholder in connection with a Compulsory Acquisition, the Non-Resident CB Gold Shareholder will not be subject to Canadian withholding tax on such interest under the Tax Act.

60 Non-Resident CB Gold Shareholders should consult their own tax advisors with respect to the potential income tax consequences to them of having their CB Gold Shares acquired pursuant to a Compulsory Acquisition or a Compelled Acquisition. Disposition of CB Gold Shares Pursuant to a Subsequent Acquisition Transaction or Other Alternatives As described in Section 13 of the Circular, "Acquisition of CB Gold Shares Not Deposited Under the Offer Subsequent Acquisition Transaction" and "Acquisition of CB Gold Shares Not Deposited Under the Offer Other Alternatives", if the Offeror does not acquire all of the CB Gold Shares pursuant to the Offer or by means of a Compulsory Acquisition or a Compelled Acquisition, the Offeror may propose other means of acquiring the remaining issued and outstanding CB Gold Shares. The income tax treatment to a Non-Resident CB Gold Shareholder of a Subsequent Acquisition Transaction or other alternative will depend upon the exact manner in which the alternative transaction is carried out and the consideration offered. It is not possible to comment as to the tax treatment of such an alternative transaction until the form of such transaction is determined. However, the income tax consequences of such an alternative transaction may differ from those arising on the disposition of CB Gold Shares under the Offer and will depend on the particular form and circumstances of the transaction. Depending on the form of the alternative transaction, a Non-Resident Shareholder may realize a capital gain (or loss) and/or be deemed to receive a dividend. Whether or not a Non-Resident CB Gold Shareholder would be subject to tax under the Tax Act on any such capital gain generally would depend on whether the CB Gold Shares are "taxable Canadian property" of the Non-Resident CB Gold Shareholder for the purposes of the Tax Act at the time of the disposition and whether the Non-Resident CB Gold Shareholder is entitled to relief under an applicable tax treaty or convention. Dividends paid or credited or deemed to be paid or credited to a Non-Resident CB Gold Shareholder will be subject to Canadian withholding tax at a rate of 25%, subject to any reduction pursuant to an applicable income tax treaty or convention. For example, under the Canada-United States Tax Convention (1980), as amended (the "Convention"), where dividends are paid to or derived by a Non-Resident CB Gold Shareholder who is a U.S. resident for the purpose of, and who is entitled to the benefits in accordance with the provisions of, the Convention, the applicable rate of Canadian withholding tax generally is reduced to 15%. Generally, where interest is paid or credited to a Non-Resident CB Gold Shareholder in connection with a Subsequent Acquisition Transaction or other alternative, the Non-Resident CB Gold Shareholder will not be subject to Canadian withholding tax on such interest under the Tax Act. No opinion is expressed herein as to the income tax consequences of any such alternative transaction to a Non- Resident CB Gold Shareholder. Non-Resident CB Gold Shareholders should consult their own tax advisors with respect to the potential income tax consequences to them of having their CB Gold Shares acquired pursuant to a Subsequent Acquisition Transaction or other alternative. Potential Delisting As described in Section 15 of the Circular, "Effect of the Offer on the Market for and Listing of CB Gold Shares and Status as a Reporting Issuer", the CB Gold Shares may cease to be listed on the TSXV (or another designated stock exchange) following the completion of the Offer and may not be listed on the TSXV (or another designated stock exchange) at the time of their disposition pursuant to a Compulsory Acquisition, a Compelled Acquisition or a Subsequent Acquisition Transaction. Non-Resident CB Gold Shareholders who do not dispose of their CB Gold Shares pursuant to the Offer are cautioned that CB Gold Shares that are not listed on a designated stock exchange at the time of their disposition will be considered taxable Canadian property of the Non-Resident CB Gold Shareholder if, at any time within the 60-

61 month period immediately preceding the disposition, more than 50% of the fair market value of the CB Gold Shares was derived directly or indirectly (otherwise than through a corporation, partnership or trust, the shares or interests in which were not themselves taxable Canadian property at the particular time) from one or any combination of real or immovable property situated in Canada, "Canadian resource properties", as defined in the Tax Act, "timber resource properties", as defined in the Tax Act, and options in respect of, or interests in, or for civil law rights in, any such properties (whether or not such property exists). Notwithstanding the foregoing, in certain circumstances set out in the Tax Act, CB Gold Shares may be deemed to be taxable Canadian property. If the CB Gold Shares are taxable Canadian property of the Non-Resident CB Gold Shareholder at the time of their disposition, and are not treaty-protected property of the Non-Resident CB Gold Shareholder for purposes of the Tax Act, the Non-Resident CB Gold Shareholder may be subject to tax under the Tax Act in respect of any capital gain realized on a disposition other than pursuant to the Offer. Furthermore, if the CB Gold Shares are not listed on a recognized stock exchange (which currently includes the TSXV) at the time of their disposition and are not treatyprotected property of the Non-Resident CB Gold Shareholder for purposes of the Tax Act, the notification and withholding provisions of section 116 of the Tax Act will apply to the Non-Resident CB Gold Shareholder with the result that, among other things, unless the Offeror has received a clearance certificate issued pursuant to section 116 of the Tax Act relating to the disposition of a Non-Resident CB Gold Shareholder s CB Gold Shares, the Offeror may deduct or withhold 25% from any payment made to the Non-Resident CB Gold Shareholder and will remit such amount to the Receiver General of Canada on account of the Non-Resident CB Gold Shareholder s liability for tax under the Tax Act. Non-Resident CB Gold Shareholders should consult their own tax advisors with respect to the potential tax consequences to them of not disposing of their CB Gold Shares under the Offer and of any potential delisting of the CB Gold Shares. 17. Documents Incorporated by Reference The following documents of the Offeror, filed with the various provincial securities commissions or similar authorities in Canada, are specifically incorporated by reference in, and form an integral part of, the Offer and Circular: (a) the annual information form of the Offeror dated April 30, 2015 for the year ended December 31, 2014; (b) (c) (d) the audited consolidated financial statements for the years ended December 31, 2014 and 2013 and notes and the auditor s report in respect thereof; management s discussion and analysis of results of operations and financial condition for the year ended December 31, 2014; the notice of annual meeting of shareholders and management information circular dated May 27, 2015 in respect of the annual meeting of shareholders of the Offeror held on June 25, 2015; (e) the unaudited condensed consolidated interim financial statements for the three months ended March 31, 2015 and notes related thereto; (f) (g) (h) management s discussion and analysis of results of operations and financial condition for the three months ended March 31, 2015; the material change report dated March 10, 2015 in respect of a news release announcing that the Environmental License for the San Ramon Gold Project has been granted, filed on SEDAR on March 10, 2015; and the material change report dated March 25, 2015, in respect of a news release announcing the entering into of the Credit Facility, filed on SEDAR on April 20, 2015.

62 Any statement contained in this Offer and Circular or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded, for purposes of this Offer and Circular, to the extent that a statement contained herein or in any other subsequently filed document that also is, or is deemed to be, incorporated by reference herein modifies, replaces or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Offer and Circular. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document that it modifies or supersedes. The making of a modifying or superseding statement shall not be deemed an admission for any purposes that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made. All documents of the type referred to above (excluding confidential material change reports) and any other financial information or business acquisition reports subsequently filed by the Offeror with any securities commission or similar regulatory authority in Canada or the United States on or after the date of the Offer and Circular and prior to the Expiry Time shall be deemed to be incorporated by reference into the Offer and Circular. Information has been incorporated by reference in the Offer and Circular from documents filed with the Canadian securities regulatory authorities. Copies of the documents incorporated herein by reference may be obtained on request without charge from the Corporate Secretary of the Offeror at Suite 902, 1030 West Georgia Street, Vancouver, British Columbia, V6E 2Y3 and (telephone ) and are also available electronically on SEDAR at Risk Factors Risk Factors Related to the Offer CB Gold Shareholders should carefully consider the following risk factors related to the Offer. In addition to the risks related to the Offeror set out below and in the documents incorporated by reference in the Offer and Circular (including risks associated with the Red Eagle Shares), the successful completion of the acquisition by the Offeror of all of the CB Gold Shares is subject to certain risks, including as set forth below. Such risks may not be the only risks facing the Offeror. Additional risks and uncertainties not presently known may also materially and adversely affect the business, operations, financial condition or prospects of the Offeror. The Red Eagle Shares issued in connection with the Offer may have a market value different than expected. The Offeror is offering to purchase CB Gold Shares on the basis of of a Red Eagle Share for each CB Gold Share, subject to adjustment. Because the exchange ratio will not be adjusted to reflect any changes in the market value of Red Eagle Shares, the market values of the Red Eagle Shares and the CB Gold Shares at the time of the take-up of CB Gold Shares under the Offer may vary significantly from the values at the date of the Offer and Circular or the date that CB Gold Shareholders tender their CB Gold Shares. If the market price of Red Eagle Shares declines, the value of the consideration received by CB Gold Shareholders will decline as well. Variations in the market price of Red Eagle Shares may occur as a result of changes in, or market perceptions of changes in, the business, operations or prospects of the Offeror, market assessments of the likelihood the Offer will be consummated, regulatory considerations, general market and economic conditions, commodity price changes and other factors over which the Offeror has no control. The development of the Vetas Gold Project and the Santa Rosa Gold Project may not occur as planned. The Offer has been made with the expectation that its successful completion will result in enhanced growth opportunities for the combined company. These anticipated benefits will primarily depend on whether and when the Vetas Gold Project and the Santa Rosa Gold Project can be successfully developed and advanced. The ability to successfully develop the Vetas Gold Project will present challenges to management, including possible

63 unanticipated costs and liabilities, the possibility that the Offeror will not be able to retain key employees, officers and contractors of CB Gold, changes in the legal and regulatory environment, currency fluctuations, industrial disputes and community relations, unavailability of parts, machinery or operators and other personnel, delays in the delivery of major process plant equipment, unforeseen natural events, and political, social and other factors. Factors such as failure to enter into agreements with contractors or suppliers in a timely manner, and shortage of capital, may also delay the development of the Vetas Gold Project or require the expenditure of additional funds. If the Offer is completed, the market for CB Gold Shares may be adversely effected, CB Gold Shares may be delisted and CB Gold may cease to be a reporting company. The purchase of any CB Gold Shares by the Offeror pursuant to the Offer will reduce the number of CB Gold Shares that might otherwise trade publicly, as well as the number of CB Gold Shareholders, and, depending on the number of CB Gold Shareholders participating in the Offer and the number of CB Gold Shares deposited by such CB Gold shareholders, successful completion of the Offer would likely adversely affect the liquidity and market value of the remaining CB Gold Shares held by the public. After the purchase of the CB Gold Shares under the Offer, the Offeror may be able to cause CB Gold to eliminate any applicable public reporting requirements under applicable securities Laws in any province or territory of Canada or any other jurisdiction in which it has an insignificant number of shareholders. The rules and regulations of the TSXV establish certain criteria that, if not met, could lead to the delisting of the CB Gold Shares from such exchanges. If available, the Offeror intends to cause CB Gold to apply to delist the CB Gold Shares from the TSXV as soon as practicable after the completion of the Offer or any Compulsory Acquisition or Subsequent Acquisition Transaction. The issuance of Red Eagle Shares as consideration under the Offer could adversely affect the market price of Red Eagle Shares after the take up of CB Gold Shares under the Offer. If all of the CB Gold Shares are tendered to the Offer, approximately 27,132,733 additional Red Eagle Shares will be available for trading in the public market (assuming no exercise of Convertible Securities). The overall increase in the number of Red Eagle Shares may lead to sales of such shares or the perception that such sales may occur, either of which may adversely affect the market for, and the market price of, Red Eagle Shares. The perceived risk of substantial sales of Red Eagle Shares, as well as any actual sales of such Red Eagle Shares in the public market, could adversely affect the market price of the Red Eagle Shares. The acquisition of CB Gold might not be successfully completed without the possibility of CB Gold Shareholders exercising dissent and appraisal rights in connection with a Compulsory Acquisition or a Subsequent Acquisition Transaction. In order for the Offeror to acquire all of the issued and outstanding CB Gold Shares, it will likely be necessary, following consummation of the Offer, to effect a Compulsory Acquisition or Subsequent Acquisition Transaction. A Compulsory Acquisition or Subsequent Acquisition Transaction may result in CB Gold Shareholders having the right to dissent and demand payment of the fair value of their CB Gold Shares. If the statutory procedures governing dissent rights are available and are complied with, this right could lead to judicial determination of the fair value required to be paid to such dissenting CB Gold Shareholders for their CB Gold Shares that is different from the consideration to be paid pursuant to the Offer. There is no assurance that a Compulsory Acquisition or Subsequent Acquisition Transaction can be completed without CB Gold Shareholders exercising dissent rights in respect of a substantial number of CB Gold Shares, which could result in the requirement to make a substantial cash payment that could have an adverse effect on the Offeror's financial position and liquidity. Following the completion of the Offer and prior to the completion of any Compulsory Acquisition or Subsequent Acquisition Transaction, the trading liquidity for CB Gold Shares not deposited under the Offer may be reduced, which might affect the price of the CB Gold Shares and the ability of a CB Gold Shareholder to dispose of its CB Gold Shares. If the Offer is successful, the liquidity and market value of the remaining CB Gold Shares held by the public could be adversely affected by the fact that they will be held by a smaller number of holders. Depending upon the number of CB Gold Shares acquired pursuant to the Offer, following the completion of the Offer the CB Gold Shares may no longer meet the TSXV requirements for continued listing. Additionally, to the extent permitted under applicable

64 Laws, stock exchange regulations and other obligations of CB Gold, the Offeror intends to seek to cause the delisting of the CB Gold Shares on the TSXV. If the TSXV delists the CB Gold Shares, the market for the CB Gold Shares could be adversely affected. Although it is possible that the CB Gold Shares could be traded on other securities exchanges or in the over-the-counter market, and the price quotations would be reported by such exchanges or by other sources, there can be no assurance that any such trading or quotations will occur. In addition, the extent of the public market for the CB Gold Shares and the availability of such quotations would depend upon the number of holders and/or the aggregate market value of the CB Gold Shares remaining at such time and the interest in maintaining a market in the CB Gold Shares on the part of securities firms. If the CB Gold Shares are delisted and CB Gold ceases to be a "public corporation" for the purposes of the Tax Act, CB Gold Shares would cease to be qualified investments for TFSAs and trusts governed by RRSPs, registered education savings plans, RRIFs or deferred profit sharing plans. Delisting can also have adverse tax consequences to Non-Resident CB Gold Shareholders, as described in Section 17 of the Circular, "Principal Canadian Federal Income Tax Considerations". After consummation of the Offer, CB Gold could be a majority-owned subsidiary of the Offeror and the Offeror s interest could differ from that of the remaining minority CB Gold Shareholders. After consummation of the Offer (which may result in the Offeror holding less than 100% of the issued and outstanding CB Gold Shares), the Offeror would have the ability to elect the directors of CB Gold, appoint new management and approve certain actions requiring the approval of CB Gold Shareholders, including, in the event the Offeror acquires at least 66⅔% of the issued and outstanding CB Gold Shares, adopting certain amendments to CB Gold's constating documents and approving mergers or sales of CB Gold's assets. In particular, after the consummation of the Offer, the Offeror intends to exercise its statutory right, if available, to acquire all of the CB Gold Shares not deposited under the Offer or, if such statutory right of acquisition is not available or the Offeror elects not to pursue such a right of acquisition, to integrate CB Gold and the Offeror, by amalgamation, capital reorganization, share consolidation, statutory arrangement or other transaction for the purpose of enabling the Offeror or an affiliate to acquire all CB Gold Shares not acquired under the Offer. In any of these contexts, the Offeror's interests with respect to CB Gold may differ from, and conflict with, those of any remaining minority CB Gold Shareholders. The Offeror has not verified the reliability of the information regarding CB Gold included in, or which may have been omitted from, the Offer and Circular. All information regarding CB Gold contained in the Offer and Circular, including CB Gold financial information and all pro forma financial information reflecting the pro forma effects of a combination of CB Gold and the Offeror that are derived in part from CB Gold's financial information, has been derived from CB Gold's public disclosure. Although the Offeror has no reason to doubt the accuracy or completeness of CB Gold's public disclosure, any inaccuracy or material omission in CB Gold's public disclosure, including the information about or relating to CB Gold and its business, prospects, condition (financial or otherwise) and assets contained in the Offer and Circular, could result in unanticipated liabilities or expenses, increase the cost of integrating the two companies or adversely affect the operational plans or prospects of the two companies and its results of operations and financial condition. Change of control provisions in CB Gold s agreements triggered upon the acquisition of CB Gold may lead to adverse consequences. CB Gold may be a party to agreements (including in respect of its debt obligations) that contain change of control provisions that may be triggered following completion of the Offer, since the Offeror will hold CB Gold Shares representing a majority of the voting rights of CB Gold. The operation of these change of control provisions, if triggered, could result in unanticipated expenses and/or cash payments following consummation of the Offer or adversely affect CB Gold's results of operations and financial condition. Unless these change of control provisions are waived by the other party to any such agreements, the operation of any of these provisions could adversely affect the results of operations and financial condition of the combined company. The Offer is conditional upon, among other things, the receipt of consents and approvals from governments and regulatory authorities that could delay completion of the Offer or impose conditions that could result in an adverse effect on the business or financial condition of the Offeror.

65 The Offer is conditional upon, among other things, the Offeror having obtained all government or regulatory consents, authorizations, waivers, permits, reviews, orders, rulings, decisions, approvals, exemptions and the expiration of any applicable waiting periods (including but not limited to those of any stock exchange or other securities regulatory authorities and in respect of the HSR Act) that are necessary or desirable to complete the Offer and the acquisition of CB Gold Shares and to issue and list on the TSXV the Red Eagle Shares issued pursuant to the Offer, a Compulsory Acquisition or a Subsequent Acquisition Transaction. A substantial delay in obtaining satisfactory approvals or the imposition of unfavourable terms or conditions in the approvals could have an adverse effect on the business, financial condition or results of operations of the Offeror. 19. Depositary and Information Agent Computershare Investor Services Inc. has agreed to act as depositary for the receipt of CB Gold Shares and related Letters of Transmittal deposited under the Offer and for the payment for CB Gold Shares purchased by the Offeror pursuant to the Offer. The Depositary will also be responsible for giving notices, if required, and for making payment for all CB Gold Shares purchased by the Offeror under the Offer. The Depositary will receive reasonable and customary compensation from the Offeror for its services relating to the Offer and will be reimbursed for certain out-of-pocket expenses. The Offeror has also agreed to indemnify the Depositary against certain liabilities and expenses in connection with the Offer, including certain liabilities under the securities laws of Canada. Laurel Hill Advisory Group has agreed to act as Information Agent. 20. Securityholders' Statutory Rights Securities legislation of the provinces and territories of Canada provides securityholders of CB Gold with, in addition to any other rights they may have at law, one or more rights of rescission, price revision or to damages, if there is a misrepresentation in a circular or a notice that is required to be delivered to such securityholders. However, such rights must be exercised within prescribed time limits. Securityholders should refer to the applicable provisions of the securities legislation of their province or territory for particulars of those rights or consult with a lawyer. 21. Legal Matters Certain legal matters relating to the Offer will be reviewed by Farris, Vaughan, Wills & Murphy LLP, counsel to the Offeror. As at the date hereof, (i) the partners and associates of Farris, Vaughan, Wills & Murphy LLP or (ii) the partners and associates as a group beneficially own, directly or indirectly, less than 1% of the Offeror's issued and outstanding securities. 22. Directors' Approval The contents of the Offer and Circular have been approved and the sending thereof to the CB Gold Shareholders has been authorized by the board of directors of the Offeror. 23. Experts The audited consolidated financial statements for the years ended December 31, 2014 and 2013, incorporated by reference in this Circular, have been audited by Ernst & Young LLP ("E&Y") Independent Registered Chartered Accountants, Licensed Public Accountants, as set forth in their report thereon, included therein and incorporated herein by reference given the authority of such firm as experts in accounting and auditing. E&Y is independent within the meaning of the Rules of Professional Conduct of the Institute of Chartered Accountants of British Columbia.

66 SCHEDULE "A" SECTION 300 OF THE BCBCA - COMPULSORY AND COMPELLED ACQUISITIONS The following provisions of the BCBCA are complex. Additional sections of the BCBCA and other applicable laws may be important in understanding these provisions. Shareholders who wish to be better informed about these provisions should consult with their legal advisors. Acquisition procedures 300 (1) In this section: "acquiring person" means a person who, under a scheme or contract, makes an acquisition offer, and includes 2 or more persons who, directly or indirectly, (a) make an acquisition offer jointly or in concert, or (b) intend to exercise jointly or in concert voting rights attached to shares for which an acquisition offer is made; "acquisition offer" means an offer made by an acquiring person to acquire shares, or any class of shares, of a company; "offeree", in respect of an acquisition offer, means a shareholder to whom the acquisition offer is made; "subject company" means the company, shares or any class of shares of which are the subject of an acquisition offer. (2) For the purposes of this section, (a) every acquisition offer for shares of more than one class of shares is deemed to be a separate acquisition offer for shares of each class of shares, and (b) each acquisition offer is accepted if, within 4 months after the making of the offer, the offer is accepted regarding the shares, or regarding each class of shares involved, by shareholders who, in the aggregate, hold at least 9/10 of those shares or of the shares of that class of shares, other than shares already held at the date of the offer by, or by a nominee for, the acquiring person or its affiliate. (3) If an acquisition offer is accepted within the meaning of subsection (2)(b), the acquiring person may, within 5 months after making the offer, send written notice to any offeree who did not accept the offer, that the acquiring person wants to acquire the shares of that offeree that were involved in the offer. (4) If a notice is sent to an offeree under subsection (3), the acquiring person is entitled and bound to acquire all of the shares of that offeree that were involved in the offer for the same price and on the same terms contained in the acquisition offer unless the court orders otherwise on an application made by that offeree within 2 months after the date of the notice. (5) On the application of an offeree under subsection (4), the court may (a) set the price and terms of payment, and (b) make consequential orders and give directions the court considers appropriate.

67 - 2 - (6) If a notice has been sent by an acquiring person under subsection (3) and the court has not ordered otherwise under subsection (4), the acquiring person must, no earlier than 2 months after the date of the notice, or, if an application to the court by the offeree to whom the notice was sent is then pending, at any time after that application has been disposed of, (a) send a copy of the notice to the subject company, and (b) pay or transfer to the subject company the amount or other consideration representing the price payable by the acquiring person for the shares that are referred to in the notice. (7) On receiving the copy of the notice and the amount or other consideration referred to in subsection (6), the subject company must register the acquiring person as a shareholder with respect to those shares. (8) Any amount received by the subject company under this section must be paid into a separate account at a savings institution and, together with any other consideration so received, must be held by the subject company, or by a trustee approved by the court, in trust for the persons entitled to that sum. (9) If the acquiring person has not, within one month after becoming entitled to do so, sent the notice referred to in subsection (3), the acquiring person must send a written notice to each offeree referred to in subsection (3) stating that the offeree, within 3 months after receiving the notice, may require the acquiring person to acquire the shares of that offeree that were involved in the acquisition offer. (10) If an offeree requires the acquiring person to acquire the offeree's shares in accordance with subsection (9), the acquiring person must acquire those shares for the same price and on the same terms contained in the acquisition offer.

68 SCHEDULE "B" UNAUDITED PRO FORMA FINANCIAL STATEMENTS

69 Unaudited Pro Forma Condensed Consolidated Financial Statements [Expressed in Canadian dollars] Red Eagle Mining Corporation As at March 31, 2015

70 Red Eagle Mining Corporation UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION [Expressed in Canadian dollars] As at March 31, 2015 Red Eagle Pro forma Pro forma Mining CB Gold adjustments consolidated $ $ $ Note 2 $ ASSETS Current Cash and cash equivalents 118, , ,110 Subscription receivable 4,831,237 4,831,237 Other financial assets 70,000 70,000 Amounts receivable 116,934 5, ,934 Prepaid expenses 148, , ,194 Deferred debt costs 249, ,484 Total current assets 5,533, ,000 6,157,959 Equipment 202, , ,054 Mineral properties 413,149 17,152,000 (8,452,000) [a] 9,513, ,000 [a] 6,149,162 17,886,000 (8,052,000) 15,983,162 LIABILITIES AND SHAREHOLDERS EQUITY Current Accounts payable and accrued liabilities 1,866,507 1,034, ,000 [b] 3,888, ,000 [a] Mineral property obligations 853, ,335 Total current liabilities 2,719,842 1,034, ,000 4,741,842 Mineral property obligations 1,087,693 1,087,693 Total liabilities 3,807,535 1,034, ,000 5,829,535 Shareholders equity Share capital 43,060,788 64,800,000 (64,800,000) [a] 51,460,788 8,400,000 [a] Equity reserve 10,055,000 (10,055,000) [a] Warrants reserve 91,615 91,615 Share option reserve 1,094,603 1,094,603 Foreign exchange reserve (299,463) (299,463) Deficit (41,605,916) (58,003,000) 58,003,000 [a] (42,193,916) (588,000) [b] Total shareholders equity 2,341,627 16,852,000 (9,040,000) 10,153,627 6,149,162 17,886,000 (8,052,000) 15,983,162 See accompanying notes

71 Red Eagle Mining Corporation UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF LOSS AND COMPREHENSIVE LOSS [Expressed in Canadian dollars] For the three months ended March 31, 2015 Red Eagle Pro forma Pro forma Mining CB Gold adjustments consolidated $ $ $ Note 2 $ Expenses Mineral property exploration costs 1,960, ,000 2,120,655 Office and administration 219, , ,725 Salaries and benefits 151,752 40, ,752 Professional fees 139,906 (14,000) 125,906 Relations and business development 139, ,225 Capital tax expenses 72,000 72,000 2,611, ,000 3,157,263 Other expenses (income) Foreign exchange loss 171,571 68, ,571 Interest 916 (2,000) (1,084) Other expenses 25,974 25,974 Loss before taxes 2,809, ,000 3,421,724 Deferred tax recovery (3,970) (3,970) Net loss for the period 2,805, ,000 3,417,754 Foreign currency translation for foreign operations (10,679) (10,679) Comprehensive loss for the period 2,795, ,000 3,407,075 Basic and diluted loss per share Weighted average number of shares outstanding 76,487, ,486, ,619,790 See accompanying notes

72 Red Eagle Mining Corporation UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF LOSS AND COMPREHENSIVE LOSS [Expressed in Canadian dollars] Year ended December 31, 2014 Red Eagle Pro forma Pro forma Mining CB Gold adjustments consolidated $ $ $ Note 2 $ Expenses Mineral property exploration costs 6,180,760 1,047,000 7,227,760 Office and administration 999,597 1,454,000 2,453,597 Salaries and benefits 741, , ,000 [b] 1,853,596 Professional fees 251, , ,706 Relations and business development 442, ,483 Write-off of mineral properties 460, ,000 8,616,142 3,684, ,000 12,888,142 Other expenses (income) Foreign exchange loss 222,235 59, ,235 Interest (67,746) (24,000) (91,746) Loss from disposal of subsidiary 172, ,499 Loss before taxes 8,943,130 3,719, ,000 13,250,130 Deferred tax recovery Net loss for the period 8,943,130 3,719, ,000 13,250,130 Foreign currency translation for foreign operations 233, ,596 Comprehensive loss for the period 9,176,726 3,719, ,000 13,483,726 Net loss attributable to Equity holders of the parent 8,765,388 12,985,127 Non-controlling 177, ,003 8,943,130 13,250,130 Total comprehensive loss attributable to Equity holders of the parent 8,990,988 13,214,051 Non-controlling 185, ,675 9,176,726 13,483,726 Basic and diluted loss per share attributable to ordinary equity holders of the parent Weighted average number of shares outstanding 69,771, ,092,719 95,706,570 See accompanying notes

73 Red Eagle Mining Corporation NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS [Expressed in Canadian dollars] March 31, BASIS OF PRESENTATION The accompanying unaudited pro forma condensed consolidated financial statements of Red Eagle Mining Corporation [ Red Eagle ] have been prepared by management for illustrative purposes only to give effect to the proposed transaction described below and further described in note 2 for inclusion in the Red Eagle Mining Corporation Offer to Purchase Information Circular dated June 29, These unaudited pro forma condensed consolidated financial statements have been derived using the following historical information: [a] Audited consolidated financial statements as at and for the year ended December 31, 2014 of Red Eagle and CB Gold Inc. [ CB Gold ], prepared under International Financial Reporting Standards [ IFRS ] and presented in Canadian dollars. [b] Interim unaudited condensed consolidated financial statements as at and for the period ended March 31, 2015 of Red Eagle and CB Gold, prepared under IAS 34, Interim Financial Reporting, within the IFRS framework, and presented in Canadian dollars. The unaudited pro forma condensed consolidated statement of financial position has been prepared as if the transaction described below and as further described in note 2 had occurred on March 31, The unaudited pro forma condensed consolidated statements of loss and comprehensive loss for the year ended December 31, 2014 and for the three-month period ended March 31, 2015 have been prepared as if the transaction described below and as further described in note 2 had occurred on January 1, In the opinion of management, the unaudited pro forma condensed consolidated financial statements include all necessary adjustments for fair presentation of the transaction described below and as further described in note 2 and based on the financial statements of the combined entities. It is management s opinion that these unaudited pro forma condensed consolidated financial statements present, in all material respects, the transaction, assumptions and adjustments described in accordance with IFRS. These unaudited pro forma condensed consolidated financial statements are not intended to reflect the financial position or results of operations which would have actually resulted if the events reflected herein had been in effect at the dates indicated. Actual amounts recorded once the transaction is completed are likely to differ from those recorded in the unaudited pro forma condensed consolidated financial statements. Any potential synergies that may be realized and integration costs that may be incurred upon consummation of the transaction have been excluded from the unaudited pro-forma condensed consolidated financial statements. Further, these unaudited pro forma condensed consolidated financial statements are not necessarily indicative of the financial position or results of operation that may be obtained in the future. 1

74 Red Eagle Mining Corporation NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS [Expressed in Canadian dollars] March 31, 2015 These unaudited pro forma condensed consolidated financial statements should be read in conjunction with the financial statements listed above for each of the two entities. The accounting policies used in the preparation of these unaudited pro forma condensed consolidated financial statements are as set out in Red Eagle s audited financial statements for the year ended December 31, In preparing the unaudited pro forma condensed consolidated financial information, consideration was given to identify accounting policy differences between Red Eagle and CB Gold where the impact was potentially material and could be reasonably estimated. Accounting policy differences may be identified after consummation and integration of the proposed acquisition. The accounting policies are believed to conform in all material respects to those of Red Eagle. Take over bid involving the acquisition by Red Eagle of the issued and outstanding shares of CB Gold Red Eagle has made a take-over bid [the Offer] to acquire all the issued and outstanding shares of CB Gold in exchange for common shares of Red Eagle on June 29, Under the terms of the Offer, each CB Gold common share will be exchanged for of Red Eagle s common share with an implied value of $0.05 per CB Gold common share and an implied total offer value for all outstanding common shares of CB Gold of approximately $8.4 million based on Red Eagle s 20- day volume weighted average share price of $0.31 as at June 26, The actual fair value of purchase consideration will differ based on the common share price of Red Eagle on the date of close of the proposed transaction. The substance of the transaction is an asset acquisition and the resulting consolidated financial statements are presented as a continuance of Red Eagle. 2. PRO FORMA ADJUSTMENTS The Unaudited Condensed Consolidated Pro Forma Financial Statements have been adjusted to give the effects to the events that are directly attributable to the Offer and those directly attributable to the Offer for which there are firm commitments and which the complete financial effects are objectively determinable. 2

75 Red Eagle Mining Corporation NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS [Expressed in Canadian dollars] March 31, 2015 Pro forma preliminary purchase price allocation [a] The transaction is being accounted for as an asset acquisition under IFRS and equity consideration is being measured at fair value. The resulting entity is to be a continuation of Red Eagle. Based on CB Gold s statement of financial position as at March 31, 2015, the pro forma preliminary purchase price allocation is as follows: March 31, 2015 $ Purchase price consideration 8,400,000 Less identifiable assets/liabilities Cash (487,000) Amounts receivable (5,000) Prepaid expenses (132,000) Equipment (110,000) Mineral properties (9,100,000) Accounts payable 1,034,000 Accrued transaction costs liability [i] 400,000 (8,400,000) [i] Transaction costs of approximately $400,000 were accrued for completion of the Offer. The carrying value of the net assets of CB Gold [excluding mineral properties] approximates fair value. The excess of the carrying value of the net assets of CB Gold over purchase price consideration results in a decrease in mineral property assets under IFRS asset acquisition accounting. Pro forma assumptions [b] Based on CB Gold s management information circular dated May 25, 2015, CB Gold s CEO, Fabio Capponi, is entitled to a lump-sum payment totaling $588,000 for termination on a change of control. 3

76 Red Eagle Mining Corporation NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS [Expressed in Canadian dollars] March 31, PRO FORMA SHAREHOLDERS CAPITAL Shareholders capital as if the transactions described above had occurred on March 31, 2015 is comprised of the following: Number of shares Amount # $ Shares issued and outstanding prior to the transaction of Red Eagle 92,404,341 43,060,788 Share issuance on completion of transaction [167,486,007 shares of CB Gold converted for.162 shares of the Company] 27,132,733 8,400,000 Pro forma basic and diluted weighted average shares outstanding 119,537,074 51,460,788 4

77 APPROVAL AND CERTIFICATE The foregoing contains no untrue statement of a material fact and does not omit to state a material fact that is required to be stated or that is necessary to make a statement not misleading in the light of the circumstances in which it was made. Dated: June 29, 2015 "Ian Slater" Ian Slater, Chief Executive Officer "Chui Wong" Chui Wong, Chief Financial Officer ON BEHALF OF THE BOARD OF DIRECTORS OF THE OFFEROR "Tim Petterson" Tim Petterson, Director "Robert Bell" Robert Bell, Director

78 The Depositary for the Offer is: Computershare Investor Services Inc. By Mail P.O. Box Adelaide St E Toronto, ON M5C 3H2 Attention: Corporate Actions By Registered Mail, Hand or by Courier 100 University Avenue 9 th Floor Toronto, ON M5J 2Y1 Attention: Corporate Actions Toll Free (North America): Overseas: [email protected] The Information Agent for the Offer is: 70 Uuniversity Ave, Suite 1440 Toronto, ON M5J 2M4 North American Toll Free Phone: Collect Calls Outside North America: [email protected] Any questions and requests for assistance may be directed by holders of Common Shares to the Information Agent at its telephone numbers and address set out above.