SyCipLaw advises CGA Mining on Merger with B2Gold

October 09, 2012

SyCip Salazar Hernandez & Gatmaitan (“SyCipLaw”) acted as Philippine counsel to CGA Mining Limited (TSX: CGA, ASX: CGX) (“CGA”), which recently signed a definitive Merger Implementation Agreement with B2Gold Corp. (TSX: BTO, NSX: B2G, OTCQX: BGLPF) (“B2Gold”).

The merger, which was announced on 19 September 2012, will be implemented by way of a Scheme of Arrangement under the Australian Corporations Act 2001 (“Scheme”). Upon completion of the Scheme, existing B2Gold shareholders and CGA shareholders will own approximately 62% and 38%, respectively, of the issued common shares of the combined company. The transaction is valued at approximately C$1.1 billion.

B2Gold is a Vancouver-based gold producer with two mines in Nicaragua and a strong portfolio of development and exploration assets in Nicaragua, Colombia, Namibia and Uruguay. On the other hand, CGA holds an interest in the Masbate gold project, which is the largest operating gold project in the Philippines. It has proven and probable gold reserves of approximately 3.2 million ounces, total measured and indicated gold resources of approximately 5.1 million ounces, and an inferred resource of approximately 2.9 million ounces.

In an announcement released by CGA, Leo Jasareno, director of the Philippines’ Mines and Geosciences Bureau, said that the merger is “…a vote of confidence in the Philippines.”

The SyCipLaw team consisted of partner Hector M. de Leon, Jr., and senior associates Hiyasmin H. Lapitan and Jennifer Jill I. Lim.


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