Court approves CGA Mining Limited scheme of arrangement for merger with B2Gold Corp.

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Jan 16, 2013, 09:00 ET

ANNOUNCEMENT TO THE AUSTRALIAN SECURITIES EXCHANGE AND TORONTO STOCK EXCHANGE

PERTH, Western Australia, Jan. 16, 2013 /CNW/ -

Court approval

CGA Mining Limited (ASX Code: CGX; TSX Code: CGA) (CGA) is pleased to announce that the Supreme Court of Western Australia (Court) today made orders approving the scheme of arrangement between CGA and its shareholders in relation to the proposed merger with B2Gold Corp. (B2Gold) (Scheme). The Scheme was approved by CGA shareholders at the Scheme Meeting held on 24 December 2012.

Scheme becomes effective

The orders made by the Court have been lodged today with the Australian Securities & Investments Commission and the Scheme is now effective. A copy of the Court orders is attached.

The timetable for implementing the Scheme is set out in the Scheme Booklet dated 23 November 2012 and sent to all shareholders. The key dates are as follows.

CGA shares suspended from trading on the ASX			close of trade on 16 January 2013
CGA shares to be delisted from TSX			18 January 2013
Record Date for determining entitlements to the Scheme Consideration			23 January 2013
Implementation Date for the Scheme and issue of the Scheme Consideration			31 January 2013
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. 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 Implementation Date.

Board appointments and resignations

Clive Johnson, Mark Corra and Roger Richer have been appointed directors of CGA as B2Gold's nominees, effective today. Roger Richer has also been appointed as an additional company secretary of CGA, effective today.

Phillip Lockyer, Robert Scott and David Cruse have each resigned as directors of CGA, effective today. The Company sincerely thanks the retiring directors for their excellent service to the Company over many years.

Capitalised terms used in this announcement have the same meaning as set out in the Scheme Booklet dated 23 November 2012 (unless indicated otherwise).

SOURCE: CGA Mining Limited