130,000 oz of Gold / year - Q4 2009
Exploration & production. Properties in Nicaragua, Colombia, Panama & Russia
Message: Central Sun and B2Gold Corp. Complete Business Combination
| March 26, 2009 |
| Central Sun and B2Gold Corp. Complete Business Combination |
| VANCOUVER, BRITISH COLUMBIA and TORONTO, ONTARIO--(Marketwire - March 26, 2009) - 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 |
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