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Cassels Brock Client, Auryx Gold Corp., Completes Its Business Combination with B2Gold Corp.

Published: 01/12/2012

By Lindsay Clements, Andrea FitzGerald, Jay Goldman, Adria W. Leung, Ken Snider

On December 22, 2011, Auryx Gold Corp. (“Auryx”)  and B2Gold Corp. (“B2Gold”) announced the completion of their business combination (the “Transaction”).  The Transaction was carried out by way of a plan of arrangement under the Business Corporations Act (British Columbia), which was approved by the shareholders of Auryx on December 15, 2011 and the Supreme Court of British Columbia on December 20, 2011.

Pursuant to the plan of arrangement and effective upon closing of the Transaction, Auryx has become a wholly-owned subsidiary of B2Gold and all of the issued and outstanding common shares of Auryx have been transferred to B2Gold in consideration for the issuance by B2Gold of 0.23 of a common share of B2Gold (the “Exchange Ratio”), plus a cash payment of $0.001, for each Auryx share.

Cassels Brock represented Auryx Gold Corp. with a team that included Jay Goldman (Securities, Mining and M&A), Andrea FitzGerald (Securities, Mining and M&A), Lindsay Clements (Securities, Mining and M&A), Adria Leung (Securities and M&A) and Ken Snider (Corporate Tax).