B2Gold shareholders approve CGA Mining merger

2012-12-20 19:12 ET - News Release

Also News Release (C-CGA) CGA Mining Ltd

Mr. Clive Johnson of B2Gold reports


B2Gold Corp.'s shareholders have approved its merger with CGA Mining Ltd. as announced on Sept. 19, 2012. The company held a special meeting of its shareholders earlier today and 83 per cent of the B2Gold shareholders voted 99.94 per cent in favour of the ordinary resolution approving the merger with CGA. The special meeting of the CGA shareholders to consider and vote on the transaction will be held in Perth, Australia, on Dec. 24, 2012. The transaction is expected to be fully implemented on or about Jan. 31, 2013, subject to final court approval and other customary closing conditions, and will result in CGA becoming a wholly owned subsidiary of B2Gold.

The combination of B2Gold and CGA will result in a merged entity operating the Masbate gold mine in the Philippines, in addition to B2Gold's existing Limon and La Libertad gold mines in Nicaragua. The Masbate gold mine is projected to produce in the order of 200,000 ounces of gold per year over the current mine life of 15 years (refer to the scheme of arrangement released by CGA on Nov. 23, 2012), with the potential to extend beyond current projections given the significant exploration upside. B2Gold is well positioned to operate and progress further development at Masbate given its strong financing capacity, and a management team with significant exploration, mine development and operating experience. With the addition of the Masbate mine, B2Gold expects to produce approximately 385,000 ounces of gold in 2013 and approximately 400,000 ounces of gold in 2014. Further, the combined company will possess a strong growth profile through its Otjikoto project in Namibia and its Gramalote joint venture (51 per cent AngloGold Ashanti/49 per cent B2Gold) project in Colombia. Based on current assumptions the company is projecting gold production to grow to over 700,000 ounces per year by 2017 assuming development of the Otjikoto and Gramalote projects. In addition, B2Gold has a highly regarded and experienced exploration team that sees significant exploration potential at Masbate.

"We are very pleased with the strong endorsement of this transaction from our shareholders. We believe CGA and its flagship Masbate mine offer B2Gold shareholders immediate leverage to a significantly larger combined production profile. With this transaction, B2Gold becomes a new intermediate gold producer, achieving geographic and operational diversity while contributing significant cash and future cash flow toward B2Gold's exciting development projects. We have great respect for what CGA has accomplished at the Masbate mine and look forward to working with this exceptional team," said Clive Johnson, president and chief executive officer of B2Gold.

We seek Safe Harbor.