B2gold Corp And CGA Mining Limited Sign Merger Implementation Agreement For Business Combination

B2gold Corp and CGA Mining Ltd announced that they have entered into a definitive Merger Implementation Agreement to combine the two companies at the agreed exchange ratio of 0.74 B2Gold common shares for each CGA share held, which represents a purchase price of approximately CDN$3.18 per CGA share and a of 22% using the 20 day volume weighted average share price of each respective company, and a 26% over the CGA closing share price on September 17, 2012 based on the closing price for the B2Gold shares as of such date. The transaction is valued at approximately CDN$1.1 billion. The merger will be implemented by way of a Scheme of Arrangement under the Australian Corporations Act 2001 (Scheme). Upon completion of the Scheme, existing B2Gold shareholders and CGA shareholders will own approximately 62% and 38%, respectively, of the issued common shares of the combined company. Pursuant to the Merger Agreement entered into between B2Gold and CGA, it is proposed that B2Gold will acquire all the issued and ordinary shares of CGA by way of a Scheme of Arrangement under the Australian Corporations Act 2001. Under the terms of the Scheme, CGA shareholders will receive 0.74 B2Gold common shares for each existing CGA ordinary share they hold. B2Gold shareholders will continue to hold their existing B2Gold common shares.