B2Gold Corp. Agrees to Acquire Volta Resources Inc.

B2Gold Corp. Agrees to Acquire Volta Resources Inc. 
VANCOUVER, BRITISH COLUMBIA -- (Marketwired) -- 10/28/13 -- B2Gold
Corp. (TSX:BTO)(NYSE MKT:BTG)(NAMIBIAN:B2G) ("B2Gold") and Volta
Resources Inc. (TSX:VTR) ("Volta") are pleased to announce that they
have signed a binding letter agreement pursuant to which B2Gold has
agreed to acquire (the "Transaction") all of the outstanding common
shares of Volta at the agreed exchange ratio of 0.15 B2Gold shares
for each Volta share held (the "Consideration"), which represents a
purchase price of approximately C$0.42 per Volta share and a total
equity value for Volta of approximately US$63 million based on the
fully-diluted in-the-money Volta shares outstanding and a premium of
106% based on each respective company's share price on the Toronto
Stock Exchange ("TSX") on October 25, 2013. The Consideration
represents an 81% premium based on B2Gold and Volta's respective
volume weighted average share prices on the TSX for the 20 trading
day period ending October 25, 2013. 
The acquisition of Volta by B2Gold will add to B2Gold's development
portfolio an 81% interest in the Kiaka gold project in Burkina Faso,
Africa and a 100% interest in two additional exploration projects in
Burkina Faso. The Kiaka gold project is an advanced stage project
with the potential to sustain an average annual production rate of
approximately 340,000 ounces of gold over a 10 year mine life based
on a Pre-Feasibility Study released in May 2012 and contained in
Volta's current independent technical report released in January
2013. B2Gold is well positioned to progress development and
ultimately realize value at Kiaka given its strong funding capacity
and a management team with significant mine development and operating
experience. 
The board of directors of Volta, based on the recommendation of its
special committee, unanimously determined that the Transaction is in
the best interests of the Volta shareholders and recommends that such
shareholders vote in favour of the Transaction. Volta's financial
advisor, BMO Capital Markets, has provided an oral fairness opinion
that based upon and subject to the assumptions, limitations, and
qualifications stated in such opinion, the Consideration proposed to
be paid to the holders of Volta common shares pursuant to the
Transaction is fair from a financial point of view to such
shareholders. Each of the directors and officers of Volta,
representing approximately 2% of the outstanding Volta shares, have
agreed to vote in favour of the Transaction. 
Clive Johnson, President and Chief Executive Officer of B2Gold,
stated: "This acquisition significantly enhances our gold leverage
with the addition of the Kiaka gold project. Kiaka is a significant,
high quality and well defined resource with low technical risk that
adds to our portfolio an asset with the potential to contribute
meaningfully to B2Gold's already impressive future production growth
profile. Our team has looked at many projects over the last several
years and Kiaka stood out as a technically strong asset with low
technical risk that in the appropriate gold price environment could
be one of B2Gold's largest sources of future gold production. We look
forward to working with Volta's experienced management and technical
team to further advance the Kiaka gold project." 
Kevin Bullock, President and Chief Executive Officer of Volta,
stated: "In a difficult market where financing of development stage
gold companies has become increasingly challenging, we are very
pleased to be partnering with an intermediate gold producer that has
both the financial and technical capabilities to advance Kiaka for
the benefit of Volta shareholders. B2Gold has evaluated Kiaka in
depth and has validated our consistent view that Kiaka is truly a
robust project with low technical risk. Our shareholders are
receiving a significant premium to recent trading prices and have the
ability to continue to participate, through B2Gold shares, in both
the gold price and Kiaka's advancement." 
Benefits to B2Gold's Shareholders 
The acquisition of Volta further establishes B2Gold as an
intermediate gold producer with: 


 
--  A Large and Expanding Resource Base 

 
The Kiaka gold project hosts a large high quality gold deposit
containing a measured and indicated gold resource of 4.86 million
ounces (153.3 million tonnes grading 0.99 g/t) and an additional
inferred gold resource estimate of 1.01 million ounces (33.7 million
tonnes grading 0.93 g/t) prepared in accordance with NI 43-101,
increasing B2Gold's attributable total resources by 37% and enhancing
B2Gold's per share leverage to gold. In addition, there remains
significant exploration and resource expansion potential at Kiaka and
Volta's other exploration properties that is expected to benefit both
company's shareholders through their equity positions in B2Gold
following the completion of the Transaction. 


 
--  Significant Option Value 

 
The Kiaka gold project provides B2Gold with significant option value
to future gold prices. B2Gold's technical team will continue the
de-risking process at the Kiaka gold project through the advancement
of a feasibility study to establish the project's overall economics
and will consider proceeding to development of the mine once
appropriate returns are evident in a higher gold price environment. 


 
--  A Strengthened Development Pipeline 

 
The Transaction adds to B2Gold's pipeline of development assets
following the development and construction of the Otjikoto gold
project, with the potential to add annual production from the Kiaka
gold project of approximately 340,000 gold ounces when completed to
become one of B2Gold's largest producing assets. Volta's portfolio of
early-stage and advanced-stage assets in the greenstone belts of
Burkina Faso provide extensive exploration potential and a platform
for growth in a stable jurisdiction of West Africa. 


 
--  An Experienced Management Team 

 
The management of B2Gold has a strong track record of identifying,
acquiring and executing to generate value for their shareholders
using their extensive mine exploration, development, financing and
operating experience and is well positioned to continue consolidation
in the gold industry. The addition of Volta's management and
technical team, with extensive experience in West Africa, will
further strengthen the B2Gold team. 
Benefits to Volta's Shareholders 
Volta shareholders stand to realize potential benefits in both the
near and longer term through this Transaction: 


 
--  Significant Premium Paid 

 
The consideration to be paid for the Volta shares represents a
significant premium equal to 106% to Volta's closing price on the TSX
on October 25, 2013 and based on B2Gold's closing price on such date
and an 81% premium based on each company's respective 20-day volume
weighted average share price. 


 
--  Leverage to B2Gold's Immediate Production and Growth 

 
Volta's shareholders, through the B2Gold shares that will be issued
as consideration in the Transaction, will gain leverage to B2Gold's
established portfolio of producing assets with production guidance in
2013 of 360,000 to 380,000 gold ounces at operating cash costs of
US$770 to US$790 per ounce and an expectation for production growth
to 550,000 gold ounces per year by 2015 with the development of the
Otjikoto gold project. 


 
--  Retained Exposure to the Substantially De-risked Kiaka Project and
    Exploration Success 

 
Volta shareholders w
ill retain upside potential to the advancement of
the Kiaka gold project that will be significantly de-risked as part
of a larger company through its better access to capital and a
broader technical team with mine building experience in Africa. 


 
--  Substantially Higher Liquidity and Better Capital Markets Exposure 

 
Over the trailing 52-week period, an average of approximately 7.8
million B2Gold shares have traded per day, representing an average
value of US$22.6 million, and B2Gold is currently covered by 14
publishing research analysts. 
Transaction Details 
Under the terms of the Transaction, each Volta shareholder will
receive 0.15 common shares of B2Gold for each Volta common share
held. The Transaction will be carried out by way of court-approved
plan of arrangement and will require the approval of at least 66 2/3%
of the votes cast in person or by proxy of the shareholders of Volta
at a special meeting of Volta shareholders to be held no later than
January 15, 2014. The Transaction is also subject to, among other
things, the negotiation and execution of a definitive agreement to
give effect to the Transaction following completion of the
confirmatory legal and financial due diligence on Volta on or before
November 14, 2013, the receipt of all necessary regulatory,
governmental and court approvals, and the satisfaction of certain
other closing conditions customary for a transaction of this nature. 
The binding agreement includes customary deal protections provisions.
Volta has agreed not to solicit any alternative transactions and to
pay B2Gold a break fee equal to C$2.0 million in certain
circumstances. In addition, Volta has granted B2Gold a right to match
any competing offer. Closing of the Transaction is set to occur by no
later than January 31, 2014. 
Upon completion of the Transaction, B2Gold will appoint one nominee
of Volta to the B2Gold board of directors, with the existing eight
directors of B2Gold continuing as directors. 
Upon completion of the Transaction, B2Gold will have approximately
675 million common shares issued and outstanding, with former Volta
shareholders holding approximately 3.4% of the fully-diluted
in-the-money shares outstanding of the combined company. 
B2Gold's financial advisor is GMP Securities L.P. and its legal
counsel is Lawson Lundell LLP. Volta's financial advisor is BMO
Capital Markets and its legal counsel is Cassels Brock & Blackwell
LLP. 
Ben Parsons, MSc, MAusIMM (CP) of SRK Consulting (UK) Limited, is a
Qualified Person as defined under National Instrument 43-101. All of
the scientific and technical disclosure contained in this press
release regarding the Kiaka gold project was prepared by or under the
supervision of and verified by Mr. Parsons. For further information
regarding the Kiaka gold project see Volta's Annual Information Form
dated March 27, 2013 and Volta's independent technical report
entitled "An Updated Mineral Resource Estimate on the Kiaka Gold
Project, Burkina Faso" dated January 14, 2013. 
Mineral resources that are not mineral reserves do not have
demonstrated economic viability. 
About B2Gold 
B2Gold Corp. is a Vancouver based gold producer with two mines in
Nicaragua, one mine in the Philippines and a strong portfolio of
development and exploration assets in Nicaragua, the Philippines,
Namibia and Colombia. 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
build further shareholder value through the exploration and
development of existing projects and additional accretive
acquisitions, capitalizing on the extensive experience and
relationships that management has developed over the past 25 years.
B2Gold trades on the TSX under the symbol "BTO", on the NYSE MKT
under the symbol "BTG" and on the Namibian Stock Exchange under the
symbol "B2G". 
About Volta 
Volta Resources Inc. is a Canadian resource company with a portfolio
of quality gold exploration projects in Burkina Faso and Ghana, both
mining-friendly West African jurisdictions with proven world-class
gold deposits. Volta is currently focussed on its flagship Kiaka gold
project, located in south central Burkina Faso, approximately 140
kilometres southeast of the capital Ouagadougou. The acquisition of
properties around the Kiaka gold project has provided Volta with an
extensive ground position along the highly prospective Markoye Fault
Corridor in an important emerging gold province. 
Conference Call 
A conference call will be held on Monday, October 28, 2013, 11:30
a.m. (Toronto) / 8:30 a.m. (Vancouver) to discuss the Transaction.
Please use the following information to access the call: 


 
Vancouver and Toll Free:   1-866-223-7781        
In Toronto:                416-340-2218          

 
There will be a question and answer session following management
presentations during the call. 
A playback version of the call will be available for one week after
the call by dialing 905-694-9451 or within North America call toll
free 1-800-408-3053 (pass code: 7879694). 


 
ON BEHALF OF B2GOLD CORP.              ON BEHALF OF VOLTA RESOURCES INC.    
                                                                            
"Clive T. Johnson"                     "Kevin Bullock"                      
President and Chief Executive Officer  President and Chief Executive Officer

 
For more information on B2Gold please visit the company web site at
www.b2gold.com 
For more information on Volta please visit the company web site at
www.voltaresources.com 
This communication does not constitute an offer to purchase or
exchange or the solicitation of an offer to sell or exchange any
securities of Volta or an offer to sell or exchange or the
solicitation of an offer to buy or exchange any securities of B2Gold,
nor shall there be any sale or exchange of securities in any
jurisdiction in which such offer, solicitation or sale or exchange
would be unlawful prior to the registration or qualification under
the laws of such jurisdiction. The distribution of this communication
may, in some countries, be restricted by law or regulation.
Accordingly, persons who come into possession of this document should
inform themselves of and observe these restrictions. 
Cautionary Note Regarding Forward-Looking Information This press
release contains "forward-looking statements" and "forward- looking
information" within the meaning of the U.S. Private Securities
Litigation Reform Act of 1995 and applicable Canadian securities
legislation, respectively. Such forward-looking statements and
information include, but are not limited to, statements with respect
to the potential completion and timing of the Transaction, the future
financial or operating performance of B2Gold and Volta and their
respective projects, statements regarding exploration prospects,
statements regarding synergies and financial impact of the proposed
Transaction, the terms and conditions of the Transaction, the
benefits of the proposed Transaction, the identification of mineral
reserves and resources, costs of and capital for exploration and
development projects, exploration and development expenditures,
timin
g of future exploration and development activities, future
production, potential realized value from projects, expected levels
of future risk, requirements for additional capital, and the timing
and possible outcome of regulatory matters. Generally,
forward-looking statements and information can be identified by the
use of forward-looking terminology such as "plans", "expects" or
"does not expect", "is expected", "budget", "scheduled", "estimates",
"forecasts", "intends", "anticipates" or "does not anticipate", or
"believes", or variations of such words and phrases or state that
certain actions, events or results "may", "could", "would", "might"
or "will be taken", "occur" or "be achieved". 
Forward-looking statements and information are based on various
assumptions and on the best estimates of Volta or B2Gold, as the case
may be, as of the date hereof, and is subject to known and unknown
risks, uncertainties and other factors that may cause the actual
results, level of activity, performance or achievements of B2Gold or
Volta (and the company resulting from the successful completion of
the proposed Transaction) to be materially different from those
expressed or implied by such forward-looking statements and
information, including but not limited to: general business,
economic, competitive, political and social uncertainties; the actual
results of current exploration activities; delay or failure to enter
into a definitive agreement or to receive shareholder or regulatory
approvals or the failure to satisfy other closing conditions to the
Transaction; timing and availability of external financing on
acceptable terms; the business of B2Gold and Volta not being
integrated successfully or such integration proving more difficult,
time consuming or costly than expected; not realizing on the
potential benefits of the proposed Transaction; conclusions of
economic evaluations; changes in project parameters as plans continue
to be refined; future prices of mineral prices; failure of plant,
equipment or processes to operate as anticipated; accidents, labour
disputes and other risks of the mining industry; and, delays in
obtaining governmental approvals or required financing or in the
completion of activities, and as well as those risks identified in
B2Gold's filings with Canadian securities regulators and the U.S.
Securities and Exchange Commission, which may be viewed at
www.sedar.com and www.sec.gov respectively, as well as in Volta's
filings with Canadian securities regulators at www.sedar.com, from
time to time. Although each of B2Gold and Volta has attempted to
identify important factors that could cause actual results to differ
materially from those contained in forward-looking statements and
information, there may be other factors that cause results not to be
as anticipated, estimated or intended. There can be no assurance that
such information will prove to be accurate, as actual results and
future events could differ materially from those anticipated in such
statements. Accordingly, readers should not place undue reliance on
forward- looking information. Neither B2Gold nor Volta undertakes to
update any forward-looking information, except in accordance with
applicable securities laws. 
The Toronto Stock Exchange neither approves nor disapproves the
information contained in this News Release.
Contacts:
B2Gold Corp.
Ian MacLean
Vice President, Investor Relations
604-681-8371 
B2Gold Corp.
Shaun Johnson
Manager, Investor Relations
604-681-8371
Contacts:
Volta Resources Inc.
Kevin Bullock
President and Chief Executive Officer
416-867-2299
 
 
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