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 definitive arrangement
agreement relating to the previously announced business combination
of B2Gold and Central Sun (the "Transaction"). In addition, B2Gold
and Central Sun have signed a definitive agreement for the
previously announced Cdn$10 million convertible loan from B2Gold to
Central Sun (the "B2Gold Loan").
The material terms of the B2Gold Loan are as previously
disclosed, except that the B2Gold Loan will be repayable on June
20, 2009 and Central Sun's option to convert the B2Gold Loan into
CSM shares if the Transaction does not proceed now allows Central
Sun to convert all or any portion of the B2Gold Loan at 100% of the
5-day volume weighted average trading price of the CSM shares on
the TSX for the five trading days following termination of the
arrangement agreement and to repay any unconverted portion in cash.
Central Sun's option to convert expires 30 days after the date of
termination of the arrangement agreement, provided that, to the
extent that Central Sun shareholder approval is required for the
issuance of CSM shares on the optional conversion, that portion of
the B2Gold Loan must either be converted into CSM shares or repaid
in cash within 60 days from the date on which Central Sun gives a
notice of conversion.
The material terms of the Transaction are as previously
disclosed and the Transaction remains subject to regulatory, court,
and Central Sun shareholder approvals. The date of the special
meeting of Central Sun shareholders to approve the Transaction is
set for March 20, 2009 and the record date for receiving notice of,
and the right to vote at, the Central Sun shareholders meeting is
February 17, 2009.
The TSX has conditionally approved the listing of the up to
15,535,997 CSM common shares (25% of Central Sun's issued and
outstanding shares) that may be issuable upon conversion of the
B2Gold Loan. Under the loan agreement, B2Gold's conversion right is
limited to that portion of the B2Gold Loan that would result in
B2Gold receiving 9.9% of the issued and outstanding CSM shares at
the time of conversion. Central Sun's optional conversion right
under the loan agreement allows it to convert up to 100% of the
B2Gold Loan into CSM shares and, accordingly, the listing of such
CSM shares in excess of the number conditionally approved for
listing remains subject to regulatory approval, which may include a
requirement for Central Sun shareholder approval for the issuance
of any additional CSM shares.
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 combined
company will also have exploration properties in Nicaragua,
Colombia, Panama and Russia.
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 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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