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 THE OFFER WILL BE OPEN FOR ACCEPTANCE UNTIL 4:00 P.M. TORONTO TIME ON AUGUST 5, 2015, UNLESS THE OFFER IS EXTENDED OR WITHDRAWN BY THE OFFEROR (THE "EXPIRY TIME").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 atassistance@laurelhill.com. 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 corporateactions@computershare.com. 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 assistance@laurelhill.com, 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 assistance@laurelhill.com. 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;