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Message: B2Gold and Central Sun Sign Definitive Agreements

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B2Gold and Central Sun Sign Definitive Agreements

posted on Feb 09, 09 03:23AM

February 9, 2009

B2Gold and Central Sun Sign Definitive Agreements

VANCOUVER, BRITISH COLUMBIA and TORONTO, ONTARIO--(Marketwire - Feb. 9, 2009) - B2Gold Corp. (TSX:BTO) ("B2Gold" or the "Company") and Central Sun Mining Inc. (TSX:CSM)(NYSE Alternext US:SMC) ("Central Sun" or "CSM") announce that they have signed a definitive arrangement agreement relating to the previously announced business combination of B2Gold and Central Sun (the "Transaction"). In addition, B2Gold and Central Sun have signed a definitive agreement for the previously announced Cdn$10 million convertible loan from B2Gold to Central Sun (the "B2Gold Loan").

The material terms of the B2Gold Loan are as previously disclosed, except that the B2Gold Loan will be repayable on June 20, 2009 and Central Sun's option to convert the B2Gold Loan into CSM shares if the Transaction does not proceed now allows Central Sun to convert all or any portion of the B2Gold Loan at 100% of the 5-day volume weighted average trading price of the CSM shares on the TSX for the five trading days following termination of the arrangement agreement and to repay any unconverted portion in cash. Central Sun's option to convert expires 30 days after the date of termination of the arrangement agreement, provided that, to the extent that Central Sun shareholder approval is required for the issuance of CSM shares on the optional conversion, that portion of the B2Gold Loan must either be converted into CSM shares or repaid in cash within 60 days from the date on which Central Sun gives a notice of conversion.

The material terms of the Transaction are as previously disclosed and the Transaction remains subject to regulatory, court, and Central Sun shareholder approvals. The date of the special meeting of Central Sun shareholders to approve the Transaction is set for March 20, 2009 and the record date for receiving notice of, and the right to vote at, the Central Sun shareholders meeting is February 17, 2009.

The TSX has conditionally approved the listing of the up to 15,535,997 CSM common shares (25% of Central Sun's issued and outstanding shares) that may be issuable upon conversion of the B2Gold Loan. Under the loan agreement, B2Gold's conversion right is limited to that portion of the B2Gold Loan that would result in B2Gold receiving 9.9% of the issued and outstanding CSM shares at the time of conversion. Central Sun's optional conversion right under the loan agreement allows it to convert up to 100% of the B2Gold Loan into CSM shares and, accordingly, the listing of such CSM shares in excess of the number conditionally approved for listing remains subject to regulatory approval, which may include a requirement for Central Sun shareholder approval for the issuance of any additional CSM shares.

The combination of B2Gold and Central Sun will result in B2Gold commencing with initial production of approximately 45,000 ounces of gold per year and a planned production of approximately 130,000 ounces of gold per year following completion of the Orosi Mill Project scheduled for the fourth quarter of 2009. The combined company will also have exploration properties in Nicaragua, Colombia, Panama and Russia.