B2Gold Corp. (TSX: BTO) ("B2Gold" or the "Company") and Central Sun
Mining Inc. (TSX: CSM)(NYSE Alternext US: SMC) ("Central Sun")
today announce that the RiskMetrics Group and Glass Lewis & Co.
each have published a report recommending that their subscribers
vote 'FOR' the resolutions approving the reduction in stated
capital and the Plan of Arrangement (the "Arrangement") between
Central Sun and B2Gold that was announced on February 9, 2009.
RiskMetrics and Glass Lewis are leading providers of proxy research
and voting recommendations to institutional investors in Canada and
the U.S.
Pursuant to the Arrangement, holders of common shares in Central
Sun will receive, for each common share held, 1.28 of a common
share of B2Gold.
As indicated in the management information circular of Central
Sun dated February 19, 2009, the Board of Directors of Central Sun
recommended that Central Sun's shareholders vote their proxy FOR
the proposed arrangement, and accordingly, shareholders are
encouraged to sign, date and return their proxies, or use one of
the other methods provided for voting as soon as possible. The
deadline for receiving proxies is March 18, 2009 at 10:00 a.m.
Eastern Time. If shareholders have any questions about the
information contained in the management information circular or
require assistance in completing their proxy forms, please contact
Central Suns' proxy solicitation agent, The Laurel Hill Advisory
Group, toll-free at 1-877-304-0211.
The special meeting of the shareholders of Central Sun with
respect to the arrangement is scheduled for Friday March 20, 2009
at 10:00 a.m. at the head office of Central Sun at 6 Adelaide
Street East, Suite 500, Toronto, Ontario M5C 1H6.
RiskMetrics and Glass Lewis are leading providers of proxy
research and voting recommendations to institutional investors in
Canada and the U.S. RiskMetrics and Glass Lewis have provided their
subscribers with a complete analysis and reasons for their
recommendation, however a copy of their reports may only be
obtained by subscribers of their service.
Additional Loan Agreement with B2Gold
Central Sun also announces that it has signed an agreement and
received a US$8 million loan from B2Gold carrying interest at the
rate of 15% per annum. The proceeds of the loan were received and
used on March 6, 2009 to repay the US$8 million outstanding bridge
loan that was owed by Central Sun (see December 24, 2008 press
release - Central Sun Corporate Update). The loan from B2Gold is
due on March 31, 2009 with an option to extend the loan repayment
date to June 30, 2009. In consideration for the extension, if
exercised, Central Sun has agreed to pay a cash fee of US$320,000
and to issue 1,000,000 Central Sun common shares to B2Gold. B2Gold
is an arm's-length party to Central Sun.
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. Central Sun 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 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 Central
Sun Mining Inc. Peter Tagliamonte President and Chief Executive
Officer (416) 860-0919 Website: www.centralsun.ca Laurel Hill
Advisory Group Proxy Solicitation Agent 1-877-304-0211
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