B2Gold Corp. (TSX: BTO) ("B2Gold" or the "Company") and Central Sun
Mining Inc. (TSX: CSM) (NYSE Alternext US: SMC)(NYSE Amex: SMC.A)
("Central Sun") are pleased to announce that they have completed
their previously announced business combination (the
"Transaction"). The Transaction was completed by way of a plan of
arrangement that was approved by the shareholders of Central Sun on
March 20, 2009 and received court approval on March 25, 2009.
Pursuant to the plan of arrangement, Central Sun amalgamated
with a wholly-owned subsidiary of B2Gold and all of the issued and
outstanding common shares of Central Sun were transferred to B2Gold
in consideration for the issuance by B2Gold of 1.28 common shares
of B2Gold for each Central Sun share. All of the outstanding stock
options of Central Sun were replaced by options to purchase common
shares of B2Gold. All outstanding warrants and agent's options to
acquire common shares of Central Sun will, pursuant to their terms,
be exercisable for common shares of B2Gold.
Pursuant to the plan of arrangement, B2Gold has issued an
aggregate of 80,638,705 common shares of B2Gold to the former
shareholders of Central Sun and authorized the issuance of an
additional 26,050,471 common shares upon the exercise of the stock
options, warrants and agent's options held by the former security
holders of Central Sun. As at March 26, 2009, following completion
of the Transaction, there are approximately 243,422,023 issued and
outstanding common shares of B2Gold.
The TSX will disseminate a notice announcing the delisting of
the Central Sun shares when the TSX deems appropriate. Upon
notification of the closing of the Transaction, the NYSE Amex will
suspend trading of Central Sun's common shares and the NYSE Amex
will file a Form 25.
Former President and CEO of Central Sun, Peter Tagliamonte, and
former director of Central Sun Bruce Humphrey were appointed to the
board of directors of B2Gold effective at the closing of the
Transaction, with the existing six directors of B2Gold continuing
as directors.
Peter Tagliamonte P.Eng
Mr. Tagliamonte was formerly the President and CEO of Central
Sun Mining and previously, Vice President Operations and Chief
Operating Officer of Desert Sun Mining Corp. He was responsible for
developing the Jacobina Mine in Brazil into a 4,200-tonne-per-day
mining operation. Peter has more than 20 years of progressive
managerial experience in the mining industry. A professional mining
engineer, Mr. Tagliamonte also holds an MBA from the Richard Ivey
School of Business at the University of Western Ontario. He was
recognized for his work in 2005 by receiving the Mining Journal's
"Mine Manager of the Year" award.
Bruce Humphrey P.Eng
Mr. Humphrey has more than 30 years experience in the mining
industry with such major companies as Inco, Cominco and Noranda.
Most recently, as President and CEO of Desert Sun, he was
responsible for the successful development of the Jacobina Mine in
Brazil. From 1998-2004, Mr. Humphrey was COO of Goldcorp during the
re-development of its high-grade Red Lake mine.
The new B2Gold Corp. has immediate annual gold production of
45,000 ounces from the Limon Mine in Nicaragua. Production is
expected to increase to an annual rate of 130,000 ounces in the
fourth quarter of 2009 with the completion of the Orosi Mill
project, also in Nicaragua. The new B2Gold has significant reserves
and resources with a strong portfolio of mining, development and
exploration assets in Colombia, Nicaragua and Northeastern
Russia.
Pursuant to Rule 12(g)(3) under the United States Securities
Exchange Act of 1934, as amended (the "Exchange Act"), B2Gold has
succeeded to the Section 12 registration, and Section 13(a)
reporting obligations under the Exchange Act, of Central Sun.
However, B2Gold intends to file a Form 15F, as soon as practicable,
with the United States Securities and Exchange Commission ("SEC")
to voluntarily terminate the registration of the B2Gold common
shares under Section 12(g) as well as B2Gold's reporting
obligations under Section 13(a) of the Exchange Act. Pursuant to
Rule 12(h)-(6) under the Exchange Act, the SEC permits a foreign
private issuer to terminate the registration of a class of
securities under Section 12(g) of the Exchange Act if it meets
certain requirements. Upon the filing of the Form 15F, the
Company's reporting obligations under the Exchange Act will be
suspended immediately and will terminate no more than 90 days after
the filing, barring any objections from the SEC. Under SEC rules, a
foreign private issuer such as B2Gold may deregister a class of its
securities under the Exchange Act, and terminate the associated
reporting obligations, if, among other conditions, the average
daily trading volume of the Company's Common Shares in the United
States is less than 5% of the Company's worldwide average daily
trading volume for a 12 month period ending within 60 days of
filing the Form 15-F.
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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