B2Gold Corp. Shareholders Overwhelmingly Approve the Merger

B2Gold Corp. Shareholders Overwhelmingly Approve the Merger With CGA
Mining Limited 
VANCOUVER, BRITISH COLUMBIA -- (Marketwire) -- 12/20/12 -- B2Gold
pleased to announce that B2Gold shareholders have approved the
Company's merger with CGA Mining Limited ("CGA") announced on
September 19, 2012. The Company held a special meeting of its
shareholders earlier today and 83% of the B2Gold shareholders voted
99.94% in favour of the ordinary resolution approving the merger with
CGA. The special meeting of the CGA shareholders to consider and vote
on the transaction will be held in Perth, Australia on December 24,
2012. The transaction is expected to be fully implemented on or about
January 31, 2013, subject to final court approval and other customary
closing conditions, and will result in CGA becoming a wholly-owned
subsidiary of B2Gold. 
The combination of B2Gold and CGA will result in a merged entity
operating the Masbate gold mine in the Philippines, in addition to
B2Gold's existing Limon and La Libertad gold mines in Nicaragua. The
Masbate gold mine is projected to produce in the order of 200,000
ounces of gold per year over the current mine life of 15 years (refer
to the Scheme of Arrangement released by CGA on November 23, 2012),
with the potential to extend beyond current projections given the
significant exploration upside. B2Gold is well positioned to operate
and progress further development at Masbate given its strong funding
capacity and a management team with significant exploration, mine
development and operating experience. With the addition of the
Masbate mine, B2Gold expects to produce approximately 385,000 ounces
of gold in 2013 and approximately 400,000 ounces of gold in 2014.
Further, the combined company will possess a strong growth profile
through its Otjikoto project in Namibia and its Gramalote joint
venture (51% AngloGold Ashanti/49% B2Gold) project in Colombia. Based
on current assumptions the Company is projecting gold production to
grow to over 700,000 ounces per year by 2017 assuming development of
the Otjikoto and Gramalote Projects. In addition, B2Gold has a highly
regarded and experienced exploration team that sees significant
exploration potential at Masbate. 
"We are very pleased with the strong endorsement of this transaction
from our shareholders. We believe CGA and its flagship Masbate mine
offers B2Gold shareholders immediate leverage to a significantly
larger combined production profile. With this transaction, B2Gold
becomes a new intermediate gold producer, achieving geographic and
operational diversity while contributing significant cash and future
cash flow towards B2Gold's exciting development projects. We have
great respect for what CGA has accomplished at the Masbate mine and
look forward to working with this exceptional team," said Clive
Johnson, President and Chief Executive Officer of B2Gold. 
About B2Gold 
B2Gold was founded in 2007 by the former executive and 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 C$3.5 billion transaction in February 2007.
B2Gold's corporate objective is to optimize production at existing
mines and build further shareholder value through the exploration and
development of existing projects and additional accretive
acquisitions. B2Gold trades on the Toronto Stock Exchange under the
symbol "BTO", on the Namibian Stock Exchange under the symbol "B2G"
and on the OTCQX under the symbol "BGLPF". 
Clive T. Johnson, President and Chief Executive Officer 
For more information on B2Gold please visit the Company web site at
The securities described herein have not been and will not be
registered under the United States Securities Act of 1933, as
amended, and may not be offered or sold in the United States absent
registration or an applicable exemption from registration
Some of the statements contained in this release are forward-looking
statements, such as estimates and statements that describe the
Company's future plans, objectives or goals, including words to the
effect that the Company or management expects a stated condition or
result to occur. Since forward-looking statements address future
events and conditions, by their very nature, they involve inherent
risks and uncertainties. Actual results in each case could differ
materially from those currently anticipated in such statements. 
The Toronto Stock Exchange neither approves nor disapproves the
information contained in this News Release. 
B2Gold Corp.
Ian MacLean
Vice President, Investor Relations
B2Gold Corp.
Kerry Suffolk
Manager, Investor Relations
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