B2Gold Corp. (TSX: BTO) ("B2Gold" or the "Company") and Central Sun
Mining Inc. (TSX: CSM)(NYSE Alternext US: SMC) ("Central Sun" or
"CSM") announce that they have signed a binding agreement (the
"B2Gold Transaction") to combine the two companies at the agreed
exchange ratio of 1.28 B2Gold shares per Central Sun share, which
represented a purchase price of approximately Cdn$0.65 per Central
Sun share using closing share prices on January 26, 2009 and
represented a 45% premium over the CSM closing price on January 26,
2009. Based on the January 30, 2009 closing price of B2Gold on the
TSX of Cdn$0.83 per share, the transaction was valued at
approximately Cdn$1.06 per CSM share for a total transaction value
of Cdn$66.8 million.
The combination of B2Gold and Central Sun will result in B2Gold
commencing with initial production of approximately 45,000 ounces
of gold per year and a planned production of approximately 130,000
ounces of gold per year following completion of the Orosi Mill
Project scheduled for the fourth quarter of 2009.
The Central Sun Board of Directors has unanimously recommended
that Central Sun shareholders vote in favour of the B2Gold
Transaction. Further, CSM officers, directors and shareholders who
hold approximately 13.5% of the outstanding shares have entered
into lock-up agreements with B2Gold, pursuant to which they will
vote their shares in favour of the B2Gold Transaction.
In connection with the B2Gold Transaction, B2Gold and CSM will
enter into a convertible debenture agreement, pursuant to which CSM
will issue to B2Gold a convertible debenture in the amount of up to
Cdn$10 million on a subordinated basis. CSM will use the proceeds
of the debenture to fund immediate working capital requirements and
development expenditures at the Orosi Mine to permit commissioning
of the mill and restart of operations in the fourth quarter of
2009. The debenture will be repayable 30 days after any termination
of the agreement to effect the B2Gold Transaction. A portion of the
Cdn$10 million debenture is convertible at the option of B2Gold at
any time at an exercise price of Cdn$0.60 per share for up to 9.9%
of the issued and outstanding shares of CSM at the time of
conversion. Completion of the convertible debenture agreement is
subject to the satisfaction of certain regulatory requirements.
Clive Johnson, President and Chief Executive Officer of B2Gold,
stated, "We are pleased to have signed this agreement, which has
received enthusiastic market support and upon completion will
immediately transform B2Gold into a producing gold company and
allow our team's financial and technical resources to combine with
Central Sun's strong team and add value to Central Sun's operations
and projects."
Peter Tagliamonte, President and Chief Executive Officer,
stated, "The market's reaction to the B2 Transaction has been
overwhelmingly positive for both groups of shareholders. B2Gold has
an exceptional foundation of exploration and mining professionals
and is led by one of the most entrepreneurial and experienced
management teams in the junior gold producer space. This is an
exciting period and represents a great opportunity for CSM
shareholders who will own a significant stake in B2Gold."
Conference Call
A conference call will be held on Tuesday, February 3rd, 2009,
11 a.m. (Toronto)/8:00 a.m. (Vancouver) to discuss the B2Gold
Transaction. Please use the following information to access the
call:
In Vancouver: 604-899-4201
In Toronto: 416-883-7132
Toll Free: 888-205-4499
Pass code: 56742#
There will be a question and answer session following management
presentations during the call.
B2Gold Transaction Highlights
- Approximately Cdn$55 million in Cash and Cash Equivalents at
January 25, 2009, which is sufficient to fund the capital
expenditures required to achieve and sustain gold production of
130,000 ounces per year;
- Management from B2Gold and Central Sun with their combined
extensive mine exploration, development, financing and operating
experience; and
- Strategic position and management experience to leverage
continued consolidation in the gold industry.
- A strong portfolio of mining, development and exploration
assets.
Upon completion of the B2Gold Transaction, B2Gold will have
approximately 245 million common shares issued and outstanding,
with former Central Sun shareholders holding approximately 33% of
the issued and outstanding common shares of the combined
company.
B2Gold Transaction Details - Update
The B2Gold Transaction is subject to, among other things, the
parties entering into a definitive agreement by February 6, 2009,
the receipt of all necessary regulatory and court approvals and
obtaining shareholder approval of the B2Gold Transaction at special
meeting of the Central Sun shareholders to be held no later than
April 30, 2009. Closing of the B2Gold Transaction is set to occur
by no later than April 30, 2009.
B2Gold's financial advisor is Genuity Capital Markets and its
legal counsel is Lawson Lundell LLP. Central Sun's financial
advisor is Macquarie Capital Markets Canada Ltd and its legal
counsel is Cassels Brock & Blackwell LLP.
The December 24, 2008 letter agreement between Central Sun and
Linear Gold Corp. regarding their previously proposed business
combination has been terminated in accordance with its terms and
Central Sun will be making a Cdn$1,000,000 termination payment to
Linear Gold.
About B2Gold
B2Gold is a Vancouver based mineral and exploration company
founded by the former management team of Bema Gold Corporation.
Bema grew from a junior explorer to an international gold producer
that was acquired by Kinross Gold Corporation through a Cdn$3.5
billion transaction in February 2007. B2Gold completed a Cdn$100
million Initial Public Offering on the TSX Venture Exchange on
December 6th, 2007 and has recently graduated to the Toronto Stock
Exchange, trading under the symbol BTO. The company's corporate
objective is to capitalize on the extensive experience and
relationships that its management team has developed in the mining
business over the past 25 years, to build an intermediate gold
company through exploration and acquisitions. B2Gold has amassed
interests in a portfolio of exploration properties in Colombia and
Far East Russia.
About Central Sun
Central Sun Mining Inc. is a gold producer with mining and
exploration activities focused in Nicaragua. Central Sun operates
the Limon Mine in Nicaragua and is converting the Orosi Mine in
Nicaragua to conventional milling to increase the annual gold
output. It also holds a 60% interest in the Cerro Quema Project in
Panama, a 100% interest in La India property and an option to
acquire a 100% interest in the Mestiza gold property both of which
are located 70 kilometres by road east of its operating Limon Mine.
The Company is focused on efficient and productive mining practices
to establish high quality and cost effective operations. Central
Sun is committed to growth by optimizing current operations,
expanding mineral reserves and resources at existing mines,
exploring its extensive land holdings and seeking strategic mergers
or acquisitions in the Americas.
ON BEHALF OF B2GOLD CORP.
Clive T. Johnson, President and Chief Executive Officer
ON BEHALF OF CENTRAL SUN MINING INC.
Peter Tagliamonte, President and Chief Executive Officer
This communication does not constitute an offer to purchase or
exchange or the solicitation of an offer to sell or exchange any
securities of Central Sun or an offer to sell or exchange or the
solicitation of an offer to buy or exchange any securities of
B2Gold, nor shall there be any sale or exchange of securities in
any jurisdiction (including the United States) in which such offer,
solicitation or sale or exchange would be unlawful prior to the
registration or qualification under the laws of such jurisdiction.
The distribution of this communication may, in some countries, be
restricted by law or regulation. Accordingly, persons who come into
possession of this document should inform themselves of and observe
these restrictions. The solicitation of offers to buy B2Gold shares
in the United States will only be made pursuant to a prospectus and
related offer materials that B2Gold expects to send to holders of
Central Sun securities, subject to the requirements of applicable
law. The B2Gold shares may not be sold, nor may offers to buy be
accepted, in the United States prior to the time the registration
statement (if any is filed) becomes effective or an exemption from
such requirements is available. No offering of securities shall be
made in the United States except (i) by means of a prospectus
meeting the requirements of Section 10 of the United States
Securities Act of 1933, as amended, which would contain detailed
information regarding B2Gold and its management, as well as its
financial statements, or (ii) pursuant to an exemption from the
registration requirements of the United States Securities Act of
1933, as amended.
Cautionary Note Regarding Forward-Looking Information This press
release contains "forward-looking information" within the meaning
of applicable Canadian securities legislation. Forward-looking
information includes, but is not limited to, statements with
respect to the future financial or operating performance of B2Gold
and Central Sun and its projects, statements regarding exploration
prospects, statements regarding synergies and financial impact of
the proposed B2Gold Transaction, the terms and conditions of the
B2Gold Transaction, the benefits of the proposed B2Gold
Transaction, the identification of mineral reserves and resources,
costs of and capital for exploration and development projects,
exploration and development expenditures, timing of future
exploration and development activities, expected production,
requirements for additional capital, government regulation of
mining operations, environmental risks, reclamation expenses, title
disputes or claims, limitations of insurance coverage and the
timing and possible outcome of pending litigation and regulatory
matters. Generally, forward-looking information can be identified
by the use of forward-looking terminology such as "plans",
"expects" or "does not expect", "is expected", "budget",
"scheduled", "estimates", "forecasts", "intends", "anticipates" or
"does not anticipate", or "believes", or variations of such words
and phrases or state that certain actions, events or results "may",
"could", "would", "might" or "will be taken", "occur" or "be
achieved".
Forward-looking information is based on various assumptions and
on the best estimates of CSM or B2Gold, as the case may be, as of
the date hereof, and is subject to known and unknown risks,
uncertainties and other factors that may cause the actual results,
level of activity, performance or achievements of the Company (and
the company resulting from the successful completion of the
proposed B2Gold Transaction) to be materially different from those
expressed or implied by such forward-looking information, including
but not limited to: general business, economic, competitive,
political and social uncertainties; the actual results of current
exploration activities; delay or failure to receive board or
regulatory approvals; timing and availability of external financing
on acceptable terms; the business of B2Gold and Central Sun not
being integrated successfully or such integration proving more
difficult, time consuming or costly than expected; not realizing on
the potential benefits of the proposed B2Gold Transaction;
conclusions of economic evaluations; changes in project parameters
as plans continue to be refined; future prices of mineral prices;
failure of plant, equipment or processes to operate as anticipated;
accidents, labour disputes and other risks of the mining industry;
and, delays in obtaining governmental approvals or required
financing or in the completion of activities, and as well as those
risks identified under "Risk Factors" disclosure sections in the
documents filed under the profile of SEDAR by CSM and/or B2Gold
from time to time. Although the Company has attempted to identify
important factors that could cause actual results to differ
materially from those contained in forward-looking information,
there may be other factors that cause results not to be as
anticipated, estimated or intended. There can be no assurance that
such information will prove to be accurate, as actual results and
future events could differ materially from those anticipated in
such statements. Accordingly, readers should not place undue
reliance on forward-looking information. The Company does not
undertake to update any forward-looking information, except in
accordance with applicable securities laws.
The Toronto Stock Exchange neither approves nor disapproves the
information contained in this News Release.
Contacts: B2Gold Corp. Ian MacLean Vice President, Investor
Relations (604) 681-8371 B2Gold Corp. Kerry Suffolk Manager,
Investor Relations (604) 681-8371 Website: www.b2gold.com Central
Sun Mining Inc. Peter Tagliamonte President and Chief Executive
Officer (416) 860-0919 Website: www.centralsun.ca
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