CGA Shareholders Approve the B2Gold Merger Proposal with 98% of Votes in Favour
ANNOUNCEMENT TO THE AUSTRALIAN SECURITIES EXCHANGE AND TORONTO STOCK
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 |Percentage| Number of | Percentage of | | | votes | of votes |shareholders| shareholders | | | | | (including |(including Voting| | | | | Voting | Canadian | | | | | Canadian | Beneficial | | | | | Beneficial | Holders) | | | | | Holders) | | |______________|___________|__________|____________|_________________| |Votes for the |234,547,758| 98.08% | 641 | 96.25% | |resolution | | | | | |______________|___________|__________|____________|_________________| |Votes against | 4,596,315 | 1.92% | 25 | 3.75% | |the resolution| | | | | |______________|___________|__________|____________|_________________| |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 | |_________________|___________|_________|______|_______|
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.
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 16 January 2013 the CGA Shares on ASX Last date of trading of the CGA Shares on TSX 18 January 2013 Record Date for determining entitlements to the Scheme 23 January 2013 Consideration Implementation Date for the Scheme and issue of the 31 January 2013 Scheme Consideration 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
Capitalised terms used in this announcement have the same meaning as set
out in the Scheme Booklet dated 23 November 2012 (unless indicated
CGA was advised on the proposed merger with B2Gold, by BMO Capital
Markets and Haywood Securities Inc. (financial advisors) and Middletons
SOURCE CGA Mining Limited