Central Sun Shareholders Approve Business Combination with B2Gold Corp.
20 Marzo 2009 - 4:02PM
Marketwired
B2Gold Corp. (TSX: BTO) ("B2Gold" or the "Company") and Central Sun
Mining Inc. (TSX: CSM)(NYSE Alternext US: SMC) ("Central Sun") are
pleased to announce that Central Sun shareholders have voted in
favour of the previously announced business combination between
Central Sun and B2Gold (the "Transaction") at a special meeting of
Central Sun security holders held today in Toronto. The Transaction
was approved by 99% of the votes cast representing 57% of Central
Sun's outstanding shares.
The completion of the Transaction remains subject to a final
hearing by the Ontario Superior Court of Justice (Commercial List)
currently expected to take place on March 25, 2009, with closing of
the Transaction expected to occur shortly thereafter. The
Transaction is structured as a Plan of Arrangement under the Canada
Business Corporations Act between B2Gold, Central Sun and 4485394
Canada Inc. a wholly-owned subsidiary of B2Gold.
Upon completion of the transaction, the combined company will
have immediate annual gold production of 45,000 ounces which is
expected to increase to an annual rate of 130,000 ounces in the
fourth quarter of 2009 and will have significant reserves and
resources with a strong portfolio of mining, development and
exploration assets in Colombia, Nicaragua and Northeastern
Russia.
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 Central Sun 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 Central Sun 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
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