Volta Resources obtains interim order for plan of arrangement

TSX:VTR

TORONTO, Nov. 18, 2013 /CNW/ - Volta Resources Inc. ("Volta Resources" or the "Company") (TSX: VTR) is pleased to announce that it has obtained today an interim order from the Ontario Superior Court of Justice authorizing, among other things, the holding of the Company's special meeting (the "Meeting") of holders (the "Volta Resources Shareholders") of common shares of Volta Resources (the "Volta Resources Shares") and matters relating to the conduct of such Meeting. At the Meeting, Volta Resources Shareholders will be asked to consider and, if deemed advisable, pass a special resolution approving the proposed arrangement (the "Arrangement") between Volta Resources and B2Gold Corp. ("B2Gold") previously announced on October 28, 2013 and November 14, 2013. Meeting materials, including a Notice of Special Meeting and Management Information Circular, are scheduled to be mailed on November 25, 2013 to registered and beneficial Volta Resources Shareholders of record as at November 15, 2013.  Upon completion of the mailing, the materials for the Meeting will be filed by the Company and will be available under the Company's profile on SEDAR at www.sedar.com.

Volta Resources will hold the Meeting at 10:00 a.m. (Toronto time) on December 17, 2013, at the offices of Cassels Brock & Blackwell LLP, 40 King Street West, Suite 2100, Scotia Plaza, Toronto, Ontario M5H 3C2, Canada. If the special resolution approving the Arrangement is passed by the requisite vote of Volta Resources Shareholders and all other conditions to the Arrangement are satisfied or waived, B2Gold will, at the effective time of the Arrangement, acquire all of the outstanding Volta Resources Shares and Volta Resources will become a wholly-owned subsidiary of B2Gold. The Arrangement is subject to, among other things, the approval of a special resolution by at least 66⅔% of the votes cast by Volta Resources Shareholders either in person or represented by proxy at the Meeting. In addition, the resolution approving the Arrangement must be passed by a majority of the votes cast by Volta Resources Shareholders excluding persons whose votes may not be included in determining minority approval of a business combination pursuant to Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions. Assuming the Arrangement resolution is approved at the Meeting, Volta Resources anticipates returning to court on or about December 19, 2013 to seek a final order to implement the Arrangement. The board of directors of Volta Resources unanimously recommends that Volta Resources Shareholders vote FOR the resolution approving the Arrangement.

If you are a registered Volta Shareholder and are unable to attend the Meeting in person, please properly complete, sign, date and return the form of proxy form, upon receipt, to the Company's registrar and transfer agent, Equity Financial Trust Company by mail at: 200 University Avenue, Suite 300, Toronto, Ontario, M5H 4H1, Attention: Proxy Department, or by fax at: (416) 595-9593, Attention: Proxy Department. To vote by internet, please access the website listed on your proxy and follow the online voting instructions. Proxies must be received by no later than 10:00 a.m. (Toronto time) on December 13, 2013, or if the Meeting is adjourned or postponed, no later than 48 hours preceding the time of such adjourned or postponed meeting (excluding Saturdays, Sundays and statutory holidays in Toronto, Ontario).

If you are a non-registered Volta Shareholder and receive the Meeting materials through your broker or through another intermediary, please complete and return the materials in accordance with the instructions provided to you by your broker or such other intermediary.

Volta Resources has retained Laurel Hill Advisory Group to assist in securing the return of completed proxies and to solicit proxies in favour of the resolution approving the Arrangement. If you have any questions, please contact Laurel Hill by email at [email protected] or by telephone at 1-877-452-7184 (toll free within North America) or 416-304-0211 (outside of North America).

About Volta Resources:

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 focused on its flagship Kiaka gold project, located in south central Burkina Faso, approximately 140 kilometers 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.

Cautionary Note Regarding Forward-Looking Information:  This press release contains"forward-looking information" 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 proposed annual and special meeting of Volta Shareholders and statements with respect to the proposed Arrangement with B2Gold, timing for meeting and court approvals as well as other 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 expectations of Volta as of the date hereof, and is subject to known and unknown risks, uncertainties and other factors that may cause the actual results,  performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking statements and information, including but not limited to: general business and  economic uncertainties; a delay in receiving or a failure to receive requisite regulatory and court approvals, as well as other risks identified under risk factor disclosure sections in the documents filed by Volta and/or B2Gold from time to time. Although the Company 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 statements and information. Volta undertakes to update any forward-looking information, except in accordance with applicable securities laws.

SOURCE: Volta Resources Inc.