Market Overview

CGA Shareholders Approve the B2Gold Merger Proposal with 98% of Votes in Favour

ANNOUNCEMENT TO THE AUSTRALIAN SECURITIES EXCHANGE AND TORONTO STOCK EXCHANGE

SCHEME MEETING RESULTS - 24 DECEMBER 2012

PERTH, Western Australia, Dec. 24, 2012 /CNW/ - CGA Mining Limited (ASX Code: CGX; TSX Code: CGA) (CGA) announces that over 96% of CGA shareholders (representing over 98% of shares) voted today in favour of the scheme of arrangement (Scheme) for the merger of CGA and B2Gold Corp. (B2Gold). CGA will now seek orders from the Supreme Court of Western Australia (Court) for approval of the Scheme at a hearing scheduled for 16 January 2013.

Results of Scheme Meeting

The resolution to approve the Scheme was passed at today's Scheme Meeting by more than the requisite majorities, as follows:

  • 98.08% of votes cast in favour of the resolution; and

  • 96.25% of the number of shareholders present and voting (either in person, by proxy or corporate representative) in favour of the resolution. This includes the number of Voting Canadian Beneficial Holders.

The votes cast on the resolution, which was put to a poll at the Scheme Meeting, were as follows:

Votes Number of
votes
Percentage
of votes
Number of
shareholders
(including Voting
Canadian
Beneficial Holders)
Percentage of
shareholders
(including Voting
Canadian Beneficial
Holders)
Votes for the resolution 234,547,758 98.08% 641 96.25%
Votes against the resolution 4,596,315 1.92% 25 3.75%
Total 239,144,073 100% 666 100%

In addition, 500 votes from one shareholder abstained on the resolution.

CGA received 164 valid proxies for the Scheme Meeting, representing 238,956,240 shares. The details of the proxy results are as follows:

Resolution For Against Open Abstain
Scheme Resolution 234,324,985 4,596,315 34,440 500

Commentary

This strong endorsement by CGA shareholders, over 96% in favour (with 71.5% of the total number of CGA shareholders voting), follows a similar level of support at the recent B2Gold shareholder meeting, where 99.9% of the B2Gold shareholders voted in favour of the Scheme (with 83% of the total number of B2Gold shareholders voting).

"The CGA Board is pleased with both the high level of voter turn out, and the overwhelming support expressed for the Scheme by both the CGA and B2Gold shareholders. The merger with B2Gold will create a new and dynamic intermediate gold producer, with operational and geographic diversity, generating strong cash flows directed towards an exciting exploration and development program, led by one of the most talented and committed management teams in our industry." said Michael Carrick, Chairman of CGA.

Indicative Timetable*

Subject to the approval of the Court, the indicative timetable for implementation of the Scheme is as follows.

Court hearing for approval of the Scheme 16 January 2013
Effective Date of the Scheme and last day of trading of the CGA Shares on ASX      16 January 2013
Last date of trading of the CGA Shares on TSX 18 January 2013
Record Date for determining entitlements to the Scheme Consideration 23 January 2013
Implementation Date for the Scheme and issue of the Scheme Consideration 31 January 2013
Dispatch of documents of title for the Scheme Consideration1 7 February 2013

* All stated dates and times are the times in Perth, Western Australia unless otherwise indicated and are indicative only. The actual timetable will depend on many factors outside the control of CGA, including the Court approval process and the satisfaction or waiver of the conditions precedent to the completion of the Scheme by each of CGA and B2Gold. Any changes to the above timetable will be announced to ASX and TSX and will be available under CGA's profile on ASX at www.asx.com.au and on SEDAR at www.sedar.com.

1 Documents of title in respect of the Scheme Consideration are expected to be sent to holders of CGA Shares (except Ineligible Shareholders and Electing Small Scheme Participants) within 5 Business Days after the Implementation Date.

Capitalised terms used in this announcement have the same meaning as set out in the Scheme Booklet dated 23 November 2012 (unless indicated otherwise).

Advisors

CGA was advised on the proposed merger with B2Gold, by BMO Capital Markets and Haywood Securities Inc. (financial advisors) and Middletons (legal advisor).

SOURCE CGA Mining Limited

 

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