FORM 6-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Report of Foreign Issuer


Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934

For the month of February 2009

Commission File Number 001-32412

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):                

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):                

EXHIBIT  NO.          DESCRIPTION

99.1                            Management Information Circular dated February 19, 2009
99.2                            Addendum to Information Circular dated February 24, 2009
99.3                            Form of Proxy
99.4                            Letter of Transmittal
99.5                            Confirmation of Mailing
99.6                            Certificate Abridging Time
99.7                            Consent of Jason J. Cox, P.Eng dated February 19, 2009
99.8                            Consent of William J. Crowl, MSc., Geol. dated February 19, 2009
99.9                            Certificate of Jody Dahrouge, BSc. P. Geol. dated February 26, 2009
99.10                          Certificate of John Gorham, BSc. P. Geol. dated February 26, 2009
99.11                          Consent of Jody Dahrouge, BSc. P. Geol. and John Gorham, BSc. P. Geol. dated February 19, 2009
99.12                          Consent of John Gorham, BSc. P. Geol. dated February 19, 2009
99.13                          Consent of John Gorham, BSc. P. Geol. dated February 19, 2009
99.14                          Consent of Peter A. Lacroix, P.Eng. dated February 19, 2009
99.15                          Certificate of William N. Pearson, PhD., P. Geol. dated February 19, 2009
99.16                          Consent of William N. Pearson, PhD., P. Geol. dated February 19, 2009
99.17                          Consent of Reinhard von Guttenberg, P. Geol. dated February 19, 2009
99.18                          Consent of David A. Ross, P. Geol. dated February 19, 2009
99.19                          Certificate of John C. Rust dated February 19, 2009
99.20                          Consent of John C. Rust dated February 19, 2009
99.21                          Consent of Graham Speirs, P. Geol. dated February 19, 2009
99.22                          Certificate of Graham Speirs, P. Geol. dated February 19, 2009

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

EXHIBIT 99.1

MANAGEMENT PROXY CIRCULAR

RELATING TO A

SPECIAL MEETING OF SHAREHOLDERS

OF

CENTRAL SUN MINING INC.

REGARDING THE ARRANGEMENT

INVOLVING

CENTRAL SUN MINING INC.

AND

B2GOLD CORP.

February 19, 2009

These materials are important and we ask for your immediate attention. The shareholders of Central Sun Mining Inc. must make important decisions. If you are in doubt as to how to make such decisions, please contact your financial, legal or other professional advisors. If you have any questions or require more information with regard to voting your common shares, please contact Equity Transfer & Trust Company at (416) 361-0152 or toll free at 1-866-393-4891.

February 19, 2009

Dear Shareholders:

The board of directors (the “Board”) of Central Sun Mining Inc. (“Central Sun”) cordially invites you to attend a special meeting (the “Meeting”) of shareholders of Central Sun (“Shareholders”) to be held at 6 Adelaide Street East, Suite 500, Toronto, Ontario on March 20, 2009 at 10:00 a.m.(Toronto time).

At the Meeting, you will be asked to consider and, if deemed advisable, approve a special resolution (the “Arrangement Resolution”), the full text of which is reproduced in Appendix “A” of the management proxy circular (the “Proxy Circular”) that accompanies this letter, in respect of a proposed plan of arrangement (the “Arrangement”) pursuant to which Central Sun will become a wholly-owned subsidiary of B2Gold Corp. (“B2Gold”). Upon completion of the Arrangement, Shareholders will receive 1.28 common shares of B2Gold in exchange for each Common Share they hold. In addition, at the Meeting you will be asked to approve a reduction of the Central Sun stated capital account (the “Stated Capital Reduction”) that is necessary under the Canada Business Corporations Act in order to implement the Arrangement.

Central Sun established a Special Committee of the Board to evaluate the Arrangement and the Special Committee retained Macquarie Capital Markets Canada Ltd. (“Macquarie”) to render a fairness opinion. Macquarie has delivered to the Special Committee its opinion that, as of the date of such opinion, the Arrangement is fair, from a financial point of view, to the shareholders of Central Sun. The Board, after consultation with its financial and legal advisors and receipt of the Macquarie fairness opinion, believes that the offer is fair, from a financial point of view, to the Shareholders of Central Sun and that the Arrangement is in the best interests of Central Sun.

The Board recommends that Central Sun’s Shareholders vote FOR the Arrangement Resolution and FOR the Stated Capital Reduction. The background to the Arrangement and the reasons for the Board’s recommendation are set out in the attached Proxy Circular.

On behalf of Central Sun, I would like to thank all Shareholders for their continuing support.

Yours very truly,

(Signed) “Peter W. Tagliamonte”

Peter W. Tagliamonte

President and Chief Executive Officer

CENTRAL SUN MINING INC.

NOTICE OF SPECIAL MEETING

NOTICE IS HEREBY GIVEN that a special meeting (the “Meeting”) of holders (“Shareholders”) of common shares (“Common Shares”) of Central Sun Mining Inc. (“Central Sun”) will be held on March 20, 2009, at 10:00 a.m. (Toronto time) at 6 Adelaide Street East, Suite 500, Toronto, Ontario, for the following purposes:

Capitalized terms not otherwise defined herein are defined in the Proxy Circular.

Only Shareholders of record at the close of business on February 17, 2009 are entitled to receive notice of and vote at the Meeting and any adjournment or postponement thereof.

Pursuant to section 190 of the CBCA, the Interim Order and the Plan of Arrangement Registered Shareholders have been granted the right to dissent in respect of the Arrangement and be paid the fair value of their Common Shares, subject to certain conditions. This dissent right, and the procedures for its exercise, are described in the Proxy Circular under the heading “Information Concerning the Meeting - Dissent Rights”, in the Interim Order and in Appendix “E” to the Proxy Circular. Only Registered Shareholders are entitled to exercise rights of dissent. Failure to strictly comply with the dissent procedures described in the Proxy Circular will result in the loss or unavailability of any right of dissent.

Beneficial owners of Common Shares registered in the name of a broker, custodian, nominee or other intermediary who wish to dissent should be aware that ONLY REGISTERED OWNERS OF COMMON SHARES ARE ENTITLED TO DISSENT IN RESPECT OF THE ARRANGEMENT RESOLUTION. Beneficial owners should contact their broker, investment dealer, bank or other nominee in order to exercise dissent rights.

Shareholders are requested to date, sign and return the enclosed form of proxy in the return envelope provided, or use one of the other methods provided. Completed proxies returned either by mail or by fax to the office of Central Sun’s transfer agent, Equity Transfer & Trust Company, must be received no later than 10:00 a.m. (Toronto time) on March 18, 2009, or, if the Meeting is adjourned, at least 48 hours (excluding Saturdays, Sundays or holidays) preceding the date of any adjournment of the Meeting. If returned by mail, Shareholders should use the self-addressed envelope enclosed or mail to Equity Transfer & Trust Company, 200 University Avenue, Suite 400, Toronto, Ontario, M5H 4H1. If returned by fax Shareholders should use (416) 595-9593.

The Board of Directors of Central Sun unanimously recommends that Shareholders vote FOR the Arrangement Resolution and the Stated Capital Reduction. In the absence of any instruction to the contrary, the Common Shares represented by proxies received by management will be voted FOR the Arrangement Resolution and the Stated Capital Reduction.

Whether or not you expect to attend the Meeting in person, please complete, date, sign and return the accompanying form of proxy at your earliest convenience. The accompanying Proxy Circular provides further information respecting proxies and the matters to be considered at the Meeting and is deemed to form part of this Notice.

DATED at Toronto, this 19^th day of February, 2009.

BY ORDER OF THE BOARD OF DIRECTORS

(Signed) “Peter W. Tagliamonte”

Peter W. Tagliamonte

President and Chief Executive Officer

TABLE OF CONTENTS

- i -

- ii -

NOTICE TO SHAREHOLDERS IN THE UNITED STATES

Holders (“Shareholders”) of common shares (“Common Shares”) of Central Sun Mining Inc. (“Central Sun”) who are not residents of Canada should be aware that the disposition of Common Shares pursuant to the arrangement (the “Arrangement”) described in this management proxy circular (the “Proxy Circular”), and acquiring, holding and depositing of the common shares of B2Gold Corp. (“B2Gold”) to be issued pursuant to the Arrangement might have tax consequences both in Canada and in the United States, which are not described fully herein. See “Certain Tax Considerations for Shareholders”. Shareholders who are not resident in Canada should consult their own tax advisor for advice on this Arrangement.

Certain United States federal income tax considerations applicable to Shareholders are described in this Proxy Circular under the heading “Certain United States Federal Income Tax Considerations”. This description may not, however, include all of the considerations applicable to the circumstances of any particular holder. Accordingly, Shareholders are advised to consult their tax advisors to determine the particular tax consequences to them of the Arrangement.

The enforcement by Shareholders of civil liabilities under United States securities laws may be affected adversely by the fact that Central Sun, B2Gold and 4485394 Canada Inc. (“B2Gold Subco”) are incorporated and organized under the federal and provincial laws of Canada, that some or all of their respective officers and directors are residents of Canada, that the experts named in this Proxy Circular are residents of countries other than the United States, and that all or a substantial portion of the assets of Central Sun, B2Gold and B2Gold Subco may be located outside of the United States. As a result, it may be difficult or impossible for Shareholders in the United States to effect service of process within the United States upon Central Sun, B2Gold or B2Gold Subco, their directors or officers, or the experts named herein, or to realize against them upon judgments of courts of the United States predicated upon civil liabilities under the federal securities laws of the United States or “blue sky” laws of any state within the United States. In addition, Shareholders should not assume that the courts of Canada: (a) would enforce judgments of United States courts obtained in actions against such persons predicated upon civil liabilities under the federal securities laws of the United States or “blue sky” laws of any state within the United States; or (b) would enforce, in original actions, liabilities against such persons predicated upon civil liabilities under the federal securities laws of the United States or “blue sky” laws of any state within the United States.

The common shares of B2Gold (“B2Gold Common Shares”) issuable pursuant to the Arrangement have not been registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any applicable state securities laws and will be issued in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) of the U.S. Securities Act. Section 3(a)(10) of the U.S. Securities Act provides an exemption from registration under the U.S. Securities Act for offers and sales of securities issued in exchange for one or more outstanding securities where the terms and conditions of the issuance and exchange of such securities have been approved by a court authorized to grant such approval after a hearing upon the fairness of the terms and conditions of the issuance and exchange at which all persons to whom the securities will be issued have the right to appear. The Superior Court of Justice (Ontario) is authorized to conduct a hearing at which the fairness of the terms and conditions of the Arrangement will be considered. The Ontario Superior Court of Justice (Commercial List) issued the Interim Order on February 19, 2009 and, subject to the approval of the Arrangement by the Shareholders, a hearing on the Arrangement will be held on March 25, 2009 at 10:00 a.m. (Toronto time) at 330 University Avenue, 7^th floor, Toronto, Ontario. All Shareholders and other interested parties (including holders of Options) are entitled to appear and be heard at this hearing. See “The Arrangement - Court Approval and Completion of the Arrangement” in this Proxy Circular.

This Arrangement involves the securities of a Canadian company. The solicitation of proxies made in connection with this Proxy Circular is not subject to the requirements of Section 14(a) of the United States Securities Exchange Act of 1934, as amended (the “U.S. Exchange Act”). Accordingly, this Proxy Circular has been prepared in accordance with disclosure requirements applicable in Canada and in accordance with Canadian corporate and securities laws. Shareholders in the United States should be aware that such disclosure requirements are different from those of the United States applicable to registration statements under the U.S. Securities Act and to proxy statements

under the U.S. Exchange Act. The financial statements of Central Sun and B2Gold included or incorporated by reference in this Proxy Circular have been prepared in accordance with Canadian generally accepted accounting principles and are subject to Canadian auditing and auditor independence standards, and thus may not be comparable in all respects to financial statements of United States companies. Likewise, unless expressly noted, information concerning the properties and operations of Central Sun and B2Gold contained or incorporated herein by reference has been prepared in accordance with Canadian standards and may not be comparable in all respects to similar information for United States companies set forth in registration statements and reports filed with the U.S. Securities and Exchange Commission (the “SEC”).

Mineral resource estimates incorporated by reference in this Proxy Circular were prepared in accordance with the Canadian Securities Administrators’ National Instrument 43-101 Standards of Disclosure for Mineral Projects, which sets out Canadian standards for public disclosure of scientific and technical information concerning mineral projects. The requirements of National Instrument 43-101 differ from those of the SEC in a number of material respects, and information concerning descriptions of mineral deposits included and incorporated by reference in this Proxy Circular may not be comparable to information made public by U.S. companies subject to the reporting requirements of the SEC. The documents incorporated by reference in this Proxy Circular use the term “resources” which is a term not recognized by the SEC. Shareholders in the United States are advised that while “resources” are recognized and required to be disclosed under Canadian securities laws, the SEC does not recognize the term or permit it to be used in filings by U.S. companies. Under U.S. standards, a deposit may not be recognized as a “reserve” unless a determination has been made that it may be economically and legally produced or extracted at the time the determination is made. “Resources” are not “reserves” and Shareholders in the United States are cautioned that “resources” may not ever be converted into “reserves”. Further, “resources” classified as “inferred resources” have a great amount of uncertainty as to their existence and whether they can be mined economically or legally. It cannot be assumed that “inferred resources” will ever be upgraded to a higher category, and Shareholders in the United States should not assume that all or any part of an “inferred resource” exists or can be legally or economically mined.

The U. S. Securities Act imposes restrictions on the resale of securities received pursuant to the Arrangement by persons who are “affiliates” of B2Gold after the Arrangement. As defined in Rule 144 under the U.S. Securities Act, an “affiliate” of an issuer is a person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with the issuer. See “The Arrangement - Regulatory Matters - Qualification and Resale of B2Gold Common Shares - United States”.

The Arrangement and the B2Gold Common Shares issuable pursuant to the Arrangement have not been approved or disapproved by the SEC or any state securities regulatory authority nor has the SEC or any state securities regulatory authority passed upon the fairness or merits of the Arrangement or upon the accuracy or adequacy of the information contained in this document. Any representation to the contrary is unlawful.

REPORTING CURRENCY

In this document, unless otherwise specified, all references to “dollars”, “$” or “CDN dollars” are to Canadian dollars and all references to “US$” are references to United States dollars. On February 18, 2009, the noon exchange rate for one Canadian dollar expressed in United States dollars as reported by the Bank of Canada was US$0.79.

FORWARD-LOOKING STATEMENTS

This Proxy Circular and the documents incorporated by reference contain statements about expected future events and financial and operating results that are forward-looking and subject to risks and uncertainties. Words such as “will”, “expects”, “anticipates”, “intends”, “plans”, “believes”, “seeks”, “estimates”, and variations of such words, and similar expressions, are intended to identify these forward-looking statements. Specifically, and without limiting the generality of the foregoing, all statements included in this Proxy Circular and the documents incorporated by reference that address activities, events or developments that neither Central Sun nor B2Gold expects or anticipates will or may occur in the future, including such things as the proposed Arrangement, the benefits of the Arrangement, the ability to successfully integrate the two companies following the Arrangement, the development of Central Sun’s Orosi project located in Nicaragua, the prices of gold, estimated future production, estimated costs of future production, the hedging policy of Central Sun, permitting time lines, future capital (including the amount and nature thereof), business

strategies and measures to implement such strategies, competitive strengths, goals, expansion and growth, or references to the future success of Central Sun or B2Gold, their respective subsidiaries and the companies, joint ventures or partnerships in which Central Sun or B2Gold have equity investments are forward-looking statements. Actual results could differ materially from those reflected in the forward-looking statements as a result of a number of factors, any of which are beyond the control of Central Sun and B2Gold, including:

These factors are not intended to represent a complete list of the general or specific factors that could affect Central Sun or B2Gold. Additional factors may be noted elsewhere in the Proxy Circular and in any documents incorporated by reference therein.

Estimates regarding the anticipated timing, amount and cost of mining at the Limon Mine and the Orosi Mine are based on assumptions underlying mineral reserve and mineral resource estimates and the realization of such estimates are set out in the Central Sun Documents (as defined herein) incorporated by reference herein. Capital and operating cost estimates are based on extensive research of Central Sun, purchase orders placed by Central Sun to date, recent estimates of construction and mining costs and other factors that are set out in the Central Sun Documents incorporated by reference herein. Production estimates are based on mine plans and production schedules, which have been developed by Central Sun’s personnel and independent consultants. See “Documents Incorporated by Reference”.

All forward-looking statements attributable to Central Sun or B2Gold, or persons acting on their behalf, are expressly qualified in their entirety by the cautionary statements set forth above. Readers of this Proxy Circular are cautioned not to place undue reliance on forward-looking statements contained in this Proxy Circular or in any document incorporated by reference herein, which reflect the analysis of the management of Central Sun or B2Gold, as appropriate, only as of the date of this Proxy Circular. None of Central Sun or B2Gold undertakes any obligation to release publicly the results of any revision to these forward-looking statements, including without limitation any that may be made to reflect events or circumstances after the date of this Proxy Circular or to reflect the occurrence of unanticipated events, unless otherwise required by law.

INFORMATION CONTAINED IN THIS PROXY CIRCULAR

The information contained in this Proxy Circular is given as at February 19, 2009, except where otherwise noted.

No person has been authorized to give information or to make any representations in connection with the transactions discussed herein other than those contained in this Proxy Circular and, if given or made, any such information or representations should be considered as not having been authorized by Central Sun, B2Gold or B2Gold Subco.

This Proxy Circular does not constitute an offer to sell, or a solicitation of an offer to acquire, any securities, or the solicitation of a proxy, by any person in any jurisdiction in which such an offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such an offer or solicitation.

Shareholders should not construe the contents of this Proxy Circular as legal, tax or financial advice and should consult with their own professional advisors as to the relevant legal, tax, financial or other matters in connection herewith.

Certain information pertaining to B2Gold and B2Gold Subco, including forward looking statements made by B2Gold, included or incorporated by reference herein has been provided by B2Gold and/or B2Gold Subco or is based on publicly available documents and records on file with the Canadian securities authorities and other public sources. Although Central Sun does not have any knowledge that would indicate that any such information is untrue or incomplete, Central Sun assumes no responsibility for the accuracy or completeness of such information, nor for the failure by such other persons to disclose events that may have occurred or which may affect the completeness or accuracy of such information but which is unknown to Central Sun.

SUMMARY

The following is a summary of certain information contained elsewhere in this Proxy Circular including the Appendices hereto. Certain capitalized words and terms used in this summary are defined in the Glossary of Terms. This summary is qualified in its entirety by, and should be read together with, the detailed information and financial data and statements contained or referred to elsewhere or incorporated by reference in this Proxy Circular and the Appendices hereto.

Selected Pro Forma Financial Information

The following selected unaudited pro forma consolidated financial information for B2Gold is based on the assumptions described in the respective notes to the B2Gold unaudited pro forma consolidated financial statements as at September 30, 2008, included at Appendix “F” in this Proxy Circular. The unaudited pro forma consolidated balance sheet has been prepared based on the assumption that, among other things, the Arrangement had occurred on September 30, 2008. The unaudited pro forma consolidated statements of operations have been prepared based on the assumption that, among other things, the Arrangement had occurred on January 1, 2007. The unaudited pro forma condensed consolidated financial statements are not necessarily indicative of Central Sun’s consolidated financial position and results from operations if the events reflected therein were in effect for the periods presented, nor do they purport to project B2Gold’s consolidated financial position or results from operations for any future period.

The unaudited pro forma consolidated financial statements are based on certain assumptions and adjustments. The selected unaudited pro forma consolidated financial information given below should be read in conjunction with the description of the Arrangement contained in this Proxy Circular, the unaudited pro forma consolidated financial statements contained in this Proxy Circular and the audited and unaudited consolidated financial statements of Central Sun and B2Gold incorporated by reference in this Proxy Circular.

All amounts below are in thousands, except per share amount.

GLOSSARY OF TERMS

The following terms used in this Proxy Circular have the meanings set forth below:

“6674321” has the meaning ascribed to such term under the heading “Information Concerning B2Gold – Business of B2Gold”;

“AARI” has the meaning ascribed to such term under the heading “Information Concerning B2Gold – Business of B2Gold”;

“Acquisition Letter Agreement” means the letter agreement entered into between Central Sun and B2Gold dated January 29, 2009 in respect of the Arrangement;

“Acquisition Proposal” means any proposal or offer made by a third party (including a stated intention to make a proposal or offer) regarding a merger, amalgamation, statutory arrangement, share exchange, business combination, recapitalization, take-over bid, tender offer, sale or other disposition of 10% or more of the assets of Central Sun (on a consolidated basis) in a single transaction or a series of related transactions (or any lease, long-term supply agreement or other arrangement having the same economic effect as a sale or other disposition of 10% or more of the assets of Central Sun), reorganization, liquidation, winding-up, sale, issue or redemption of 10% or more of the total number of common shares or rights or interests therein or thereto or similar transactions involving Central Sun and/or the Central Sun Subsidiaries (other than the Transaction);

“Aberdeen” means Aberdeen International Inc.;

“affiliate” shall have the meaning ascribed to such term under the CBCA;

“Amalgamated Central Sun” means the corporation created under the CBCA pursuant to the amalgamation of Central Sun and B2Gold Subco pursuant to the Plan of Arrangement;

“AngloGold” has the meaning ascribed to such term under the heading “Information Concerning B2Gold – Business of B2Gold”;

“AngloGold Colombia” has the meaning ascribed to such term under the heading “Information Concerning B2Gold – Business of B2Gold”;

“Arrangement” means an arrangement involving Central Sun, B2Gold and B2Gold Subco to be completed pursuant to the provisions of Section 192 of the CBCA on the terms and conditions set forth in the Plan of Arrangement, subject to any amendment, variation or supplement thereto made in accordance with Section 5.1 of the Plan of Arrangement or made at the direction of the Court in the Final Order (with the consent of B2Gold and Central Sun, each acting reasonably);

“Arrangement Agreement” means the arrangement agreement between B2Gold and Central Sun dated February 6, 2009, a copy of which is available on SEDAR at www.sedar.com or upon request to the Chief Financial Officer of Central Sun free of charge at 6 Adelaide Street West, Suite 500, Toronto Ontario, M5C 2H6 (Telephone (416) 860-0919);

“Arrangement Resolution” means the special resolution of Shareholders approving the Arrangement and the Arrangement Agreement, in the form set out in Appendix “A” to this Proxy Circular, or as reasonably amended;

“Articles of Arrangement” means the articles of arrangement to give effect to the Arrangement upon the issuance of a Certificate of Arrangement, to be filed pursuant to the CBCA;

“BCBCA” means the Business Corporations Act (British Columbia) as now in effect as it may be amended, superseded or is replaced from time to time;

“Bema” has the meaning ascribed to such term under the heading “Information Concerning B2Gold – Business of B2Gold”;

“Board” means the board of directors of Central Sun;

“Business Day” means any day, other than a Saturday, a Sunday and a statutory or civic holiday in Toronto, Ontario or Vancouver, British Columbia;

“B2Gold” meansB2Gold Corp., a company existing under the laws of British Columbia;

“B2Gold AIF” has the meaning ascribed thereto under the heading “Documents Incorporated by Reference”;

“B2Gold CA” means the confidentiality agreement entered into between Central Sun and B2Gold on January 16, 2009;

“B2Gold Common Shares” mean common shares in the capital of B2Gold, as currently constituted;

“B2Gold Disclosure Letter” means the letter dated February 6, 2009 delivered by B2Gold to Central Sun with respect to certain matters in the Arrangement Agreement;

“B2Gold Documents”means all press releases, forms, reports, schedules, financial statements, management’s discussion and analysis of financial conditions and operations, certifications, annual information forms, management information circulars, material change reports and other documents required to be filed by B2Gold since it became a reporting issuer on November 29, 2007 (such forms, reports, schedules, statements, certifications and other documents to include any financial statements or other documents, including any Schedules included therein);

“B2Gold Financial Statements” means the audited consolidated balance sheets, audited consolidated statements of loss, comprehensive loss and deficit and audited consolidated statements of cash flows of B2Gold for the financial year ended December 31, 2007 and the unaudited consolidated financial statements of B2Gold for the period ended September 30, 2008;

“B2Gold Material Properties” means the Gramalote and Quebradona properties in Colombia and the Kupol East and West Licences in Russia, all as more particularly described in the B2Gold AIF;

“B2Gold Offer” means the unsolicited, non-binding offer made by B2Gold to Central Sun on January 14, 2009 to acquire all of the outstanding common shares of Central Sun in exchange for B2Gold Common Shares;

“B2Gold Properties” means the Gramalote, Quebradona, Mocoa and Miraflores properties in Colombia and the Kupol East and West Licences in Russia, all as more particularly described in the B2Gold AIF;

“B2Gold Replacement Option” means the option to acquire a B2Gold Common Share, which shall be exchanged for each outstanding Option, on the same terms and conditions as the Option it replaces, as more particularly set out under the heading “The Arrangement - Treatment of Options”;

“B2Gold Stock Option Plan” has the meaning ascribed to it in the section “Information Concerning B2Gold – Description of Capital Structure;

“B2Gold Subco” means 4485394 Canada Inc., a wholly-owned subsidiary of B2Gold, incorporated pursuant to the CBCA;

“B2Gold Subsidiaries”means Andean Avasca Resources Inc., Colombian Ventures Ltd., AngloGold Ashanti Northern Colombia Holdings Limited, AngloGold Ashanti Quebradona Investments One Limited, AngloGold Ashanti Quebradona Investments Two Limited, Minera Quebradona Colombia S.A., B2Gold (Colombia) Ltd., Miraflores Holdings Ltd., Quinchia Ltd., Riseraldo Ltd., Mocoa Ventures Ltd., Buesaco Ltd., Villagarzon Ltd., Gazlink Holding Ltd., Graminvest Ventures Limited, Gramalote Limited, Gramalote (Colombia) Limited, BKWE Ventures Limited and B2Gold Ventures Ltd., collectively, as more particularly set out in Schedule “C” of the Arrangement Agreement;

“B2Gold Warrants” meansthose share purchase warrants and/or compensation options referred to in the B2Gold Disclosure Letter, collectively;

“CBCA” means the Canada Business Corporations Act and the regulations made thereunder, as may be amended from time to time;

“CDS” means the CDS Clearing and Depositary Services Inc.;

“Central Sun” means Central Sun Mining Inc., a corporation existing under the laws of Canada;

“Central Sun AIF” has the meaning ascribed thereto under the heading “Documents Incorporated by Reference”;

“Central Sun Bonus Share” means 790,000 Common Shares issued to the eligible Participants under the terms of the Central Sun Share Bonus Plan, which are held in escrow by Equity Transfer & Trust Company, as escrow agent;

“Central Sun Disclosure Letter” means the letter dated February 6, 2009 delivered by Central Sun to B2Gold with respect to certain matters in the Arrangement Agreement;

“Central Sun Documents”means all press releases, forms, reports, schedules, financial statements, management’s discussion and analysis of financial conditions and operations, certifications, annual information forms, management information circulars, material change reports and other documents required to be filed by Central Sun since January 1, 2007 (such forms, reports, schedules, statements, certifications and other documents to include any financial statements or other documents, including any Schedules included therein);

“Central Sun Financial Statements” means the audited consolidated balance sheets, audited consolidated statement of operations, comprehensive loss, deficit, other accumulated comprehensive income and audited consolidated statements of cash flows of Central Sun for the financial years ended December 31, 2007 and December 31, 2006 and the unaudited consolidated financial statements of Central Sun for the period ended September 30, 2008;

“Central Sun Material Properties” means the Limon Mine, the Orosi Mine and the La-India property, all located in Nicaragua and all as more particularly described in Central Sun AIF;

“Central Sun Properties” means the Limon Mine, the Orosi Mine, the La-India property and an option to acquire the Mestiza property, all located in Nicaragua, a 60% interest in the Cerro Quema property located in Panama and the Bellavista Mine located in Costa Rica, all as more particularly described in the Central Sun AIF;

“Central Sun Share Bonus Plan” means the share bonus plan of Central Sun dated May 17, 2007, as amended November 29, 2007 and available on SEDAR;

“Central Sun Subsidiaries”means Black Hawk Mining Inc., Triton Mining Corporation, 1069024 Ontario Limited, Triton Mining (U.S.A.) LLC, Triton Minera, S.A., Central Sun Holdings Inc., Central Sun Enterprises Ltd., Metales Procesados MRW S.A., Compañia Rio Minerales S.A., Central Sun Investments Corp., Minera Glencairn S.A., Central American Mine Holdings Limited, RNC Pamana Limited, Minera Cerro Quema S.A. and Desarollo Minero de Nicaragua, S.A., as more particularly set out in Schedule “B” of the Arrangement Agreement;

“Certificate of Arrangement” means the certificate of arrangement to be issued by the Director pursuant to subsection 192(7) of the CBCA in respect of the Articles of Arrangement;

“Change in Recommendation” has the meaning ascribed thereto under the heading “The Arrangement Agreement – Termination Payment”;

“Code” has the meaning ascribed to it in the section “Certain Tax Considerations for Shareholders – Certain United States and Federal Income Tax Considerations;

“Colombia JV Agreement” has the meaning ascribed to such term under the heading “Information Concerning B2Gold – Business of B2Gold”;

“Commitment Letter” means the letter agreement entered into between Central Sun and B2Gold dated February 6, 2009, whereby B2Gold has agreed to loan Central Sun an aggregate principal amount of up to $10,000,000, such indebtedness to be evidenced by convertible debentures bearing interest at 12% per annum and to be repaid in full on or before June 20, 2009;

“Common Shares” means common shares in the capital of Central Sun, as currently constituted;

“Completion Deadline” means the date by which the Transaction is to be completed, which date shall be no later than April 30, 2009;

“Consideration” means, in respect of each Common Share, 1.28 B2Gold Common Shares; provided, however, that if the aggregate number of B2Gold Common Shares that would otherwise be required to be issued to a Shareholder as consideration for its Common Shares pursuant to the Plan of Arrangement would result in a fraction of a B2Gold Common Share being issuable, the number of B2Gold Common Shares to be received by such holder will be rounded down;

“Court”means the Ontario Superior Court of Justice (Commercial List);

“CRA” means Canada Revenue Agency;

“CUE” has the meaning ascribed to such term under the heading “Information Concerning B2Gold – Business of B2Gold”;

“Debentures” means the up to $10,000,000 aggregate principal amount of convertible debentures bearing interest at 12% per annum issued pursuant to the Commitment Letter;

“Demand for Payment” has the meaning ascribed thereto under the heading “Information Concerning The Meeting – Dissent Rights”;

“Depositary” means Equity Transfer & Trust Company;

“Director” means the Director appointed pursuant to section 260 of the CBCA;

“Dissenting Common Shares” has the meaning ascribed thereto under the heading “Information Concerning The Meeting – Dissent Rights”;

“Dissenting Holder” means a Registered Shareholder who dissents in respect of the Arrangement Resolution in strict compliance with the Dissent Procedures;

“Dissent Notice” means a written objection to the Arrangement Resolution made by a Registered Shareholder in accordance with the Dissent Procedures;

“Dissent Procedures” means the dissent procedures described under the heading “Information Concerning the Meeting - Dissent Rights”;

“Dissent Rights” has the meaning ascribed thereto under the heading “Information Concerning the Meeting - Dissent Rights”;

“Effective Date” means the date set out in the Certificate of Arrangement as being the effective date in respect of the Arrangement;

“Effective Time”means 12:01 a.m. (Toronto time) on the Effective Date;

“Eligible Institution” means a Canadian Schedule I Chartered Bank, a member of the Securities Transfer Agent Medallion Program (STAMP), a member of the Stock Exchange Medallion Program (SEMP) or a member of the New York Stock Exchange, Inc. Medallion Signature Program (MSP);

“Fairness Opinion” means the opinion provided by Macquarie to the Board on January 26, 2009 and provided in writing on February 6, 2009 whereby Macquarie provided its opinion that the consideration pursuant to the Arrangement was fair, from a financial point of view, and was superior, from a financial point of view, to the Linear Gold Transaction;

“Final Order” means the final order of the Court approving the Arrangement;

“GAAP” means Canadian generally accepted accounting principles;

“Governmental Entity” mean any applicable multinational, federal, provincial, state, regional, municipal, local or other government, governmental or public department, central bank, court tribunal, arbitral body, commission, board, bureau or agency, whether domestic or foreign;

“Interim Order” means the interim order of the Court granted on February 19, 2009 pursuant to which Central Sun is authorized to present the Plan of Arrangement at the Meeting;

“Intermediary” means an intermediary that a Non-Registered Shareholder may deal with in respect of its Common Shares, including banks, trust companies, securities dealers or brokers and trustees or administrators of RRSPs, RRIFs, RESPs and similar plans, and their nominees;

“In the Money Amount” means in respect of a stock option at any time, the amount, if any, by which the aggregate fair market value at that time of the securities subject to the option exceeds the aggregate exercise price payable under the option for such securities;

“IRS” means the Internal Revenue Service;

“Kinross” has the meaning ascribed to such term under the heading “Information Concerning B2Gold – Business of B2Gold”;

“Laws” means all laws, by-laws, rules, regulations, orders, ordinances, protocols, codes, instruments, policies, notices, directions and judgments or other requirements of any governmental entity;

“Letter of Transmittal” means the Letter of Transmittal for transmittal of Common Shares in the form accompanying this Proxy Circular, or a facsimile thereof;

“Linear Gold” means Linear Gold Corp.;

“Linear Common Shares” means common shares in the capital of Linear Gold;

“Linear Letter Agreement” means the letter agreement signed on December 24, 2008 between Central Sun and Linear Gold whereby Linear Gold agreed to acquire each of the Common Shares for 0.4 of a Linear Common Share;

“Linear Loan” means the principal amount of $2,500,000 borrowed by Central Sun from Linear Gold, as evidenced by a convertible debenture, issued in connection with the Linear Gold Transaction;

“Linear Gold Transaction” means the transaction contemplated by the Linear Letter Agreement;

“Locked-up Representatives” has the meaning ascribed thereto under the heading “The Voting Agreements”;

“Locked-up Shareholders” means each of the directors and senior officers of Central Sun, and Aberdeen, which have entered into Voting Agreements with B2Gold setting forth the terms and conditions upon which each of the directors and senior officers of Central Sun and Aberdeen have agreed to vote their Common Shares in favour of the Arrangement Resolution;

“Macquarie” means Macquarie Capital Markets Canada Ltd., financial advisor to Central Sun;

“Material Adverse Effect” means, in respect of either party to the Arrangement Agreement, an effect that is material and adverse to the business, properties, assets, liabilities (including any contingent liabilities that may arise through outstanding, pending or threatened litigation or otherwise), capitalization, condition (financial or otherwise), operations or results of operations of that party and its subsidiaries and material joint ventures taken as a whole, other than any change, effect, event or occurrence:

provided, however, that such effect referred to in paragraph (a), (b), or (e) above does not primarily relate only to (or have the effect of primarily relating only to) Central Sun, Central Sun Subsidiaries, B2Gold, B2Gold Subsidiaries and material joint ventures, taken as a whole, or disproportionately adversely affect Central Sun, Central Sun Subsidiaries, B2Gold, B2Gold Subsidiaries and material joint ventures taken as a whole, compared to other companies of similar size operating in the industry in which that either Central Sun, Central Sun Subsidiaries, B2Gold, B2Gold Subsidiaries and material joint ventures operate;

“Meeting” means the special meeting of the Shareholders (including any postponement or adjournment thereof) to be held on March 20, 2009 in accordance with the Interim Order to consider the Arrangement Resolution and the Stated Capital Reduction;

“Meeting Materials” means this Proxy Circular, the Notice of Meeting, the form of proxy for use in connection with the Meeting and the Letter of Transmittal;

“Minority Shareholders” means all holders of Common Shares, other than the following: (i) Mr. Stan Bharti; (ii) Mr. Peter Tagliamonte; (iii) any “related parties” (as defined for the purposes of MI 61-101) of either Mr. Bharti or Mr. Tagliamonte; and (iv) any Person acting jointly or in concert with the foregoing;

“MI 61-101” means Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions of the Canadian Securities Administrators;

“Non-Registered Shareholder” means a beneficial holder of Common Shares that are registered either in the name of an Intermediary or in the name of a depositary or clearing agency;

“Non-Resident Shareholders” has the meaning specified under “Certain Canadian Federal Income Tax Considerations - Shareholders Not Resident in Canada”;

“Notice of Meeting” means the notice dated February 19, 2009 in respect of the Meeting included in the Meeting Materials;

“NI 43-101” means National Instrument 43-101 – Standards of Disclosure for Mineral Projects of the Canadian Securities Administrators;

“NI 54-101” means National Instrument 54-101 - Communications with Beneficial Owners of Securities of a Reporting Issuer of the Canadian Securities Administrators;

“NYSE Alternext” means the NYSE Alternext US, LLC, formerly the American Stock Exchange;

“Offer to Pay” means a written offer to a Dissenting Holder by Central Sun to pay to such Dissenting Holder the fair value of such Dissenting Holder’s Common Shares;

“Option” means an option to purchase Common Shares granted under the Option Plans;

“Optionholder” means a person who is a holder of an outstanding Option;

“Option Plans” means the stock option plans of Central Sun, being the Central Sun stock option plan, the Glencairn option plan and the Black Hawk option plan, all as referred to in the Central Sun Disclosure Letter;

“Participant” means an eligible Central Sun director, employee or contractor to whom Central Sun Bonus Shares are granted pursuant to the Central Sun Share Bonus Plan;

“Person” means any individual, partnership, company, corporation, firm, unincorporated association, joint venture, trust, the Crown or any other agency or instrumentality thereof or any other judicial entity or person, government or governmental agency, authority or entity howsoever designated or constituted;

“Plan of Arrangement” means the plan of arrangement, substantially in the form of Appendix “B” to this Proxy Circular, and any amendments or variations thereto made in accordance with Section 5.1 of the Plan of Arrangement, the Arrangement Agreement or made at the direction of the Court in the Final Order with the consent of Central Sun and B2Gold, each acting reasonably;

“Proxy Circular” or“Circular” means this management proxy circular, including all Appendices hereto and the documents incorporated by reference herein, as it may be amended, restated or supplemented from time to time;

“Purchase Agreement” has the meaning ascribed to such term under the heading “Information Concerning B2Gold – Business of B2Gold”;

“Record Date” means February 17, 2009;

“Registered Shareholder” means a registered holder of Common Shares as recorded on the shareholders register maintained by Equity Transfer & Trust Company;

“Reorganization” has the meaning ascribed thereto under the heading “Certain Tax Considerations for Shareholders - Certain United States Federal Income Tax Considerations”;

“Representatives” has the meaning ascribed thereto under the heading “The Arrangement Agreement - No Solicitation”;

“RESP” means a registered education savings plan (within the meaning of the Tax Act);

“Resident Holder” has the meaning ascribed thereto under “Certain Canadian Federal Income Tax Considerations - Shareholders Resident in Canada”;

“Response Period” has the meaning ascribed thereto under the heading “The Arrangement Agreement - Right to Accept a Superior Proposal”;

“Review Period” has the meaning ascribed thereto under the heading “The Arrangement Agreement - Right to Match”;

“RRIF” means a registered retirement income fund (within the meaning of the Tax Act);

“RRSP” means a registered retirement savings plan (within the meaning of the Tax Act);

“SEC” has the meaning ascribed thereto under the heading “Notice to Shareholders in the United States”;

“SEDAR” means the System for Electronic Document Analysis and Retrieval of the Canadian Securities Administrators;

“Share Exchange Ratio” means 1.28 B2Gold Common Shares for each one Common Share;

“Shareholders” means, at any time, the holders of Common Shares;

“Shareholder Approval” means the requisite approval for the Arrangement Resolution having been obtained by (a) 66?% of the votes cast on the Arrangement Resolution by the holders of the Common Shares, present in person or by proxy at the Meeting; and (b) a majority of the votes cast on the Arrangement Resolution by the Minority Shareholders, as more particularly described in this Proxy Circular;

“Stated Capital Reduction” has the meaning ascribed thereto under “Other Matters to be Acted Upon – Stated Capital Reduction”;

“Special Committee” means the special committee appointed by the Board to assess the merits of the Arrangement;

“Superior Proposal” means a bona fide written Acquisition Proposal made by a third party with whom Central Sun and each of its officers and directors deals at arm’s length to, directly or indirectly, acquire assets that individually or in the aggregate constitute more than 50% the assets (on a consolidated basis) of Central Sun or more than 50% of the Common Shares whether by way of merger, amalgamation, arrangement, share exchange, take-over bid, business combination, or otherwise, and that the Board determines in good faith after consultation with its financial advisors and outside legal counsel: (a) is reasonably capable of being completed without undue delay, taking into account all legal, financial, regulatory and other aspects of such proposal and the party making such proposal; (b) is fully financed or is reasonably capable of being fully financed; (c) that is offered or made to all Shareholders in Canada and the United States on the same terms; and (d) would in the opinion of the Board acting in good faith if consummated in accordance with its terms (without assuming away the risk of non-completion), result in a transaction more favourable to the Shareholders, from a financial point of view, than the terms of the Transaction; and (e) provides for consideration per Common Share that exceeds the greater of (i) the amount equal to the Share Exchange Ratio multiplied by the 20 day trading volume weighted average trading price of a B2Gold Common Share as of the date immediately prior to the date of announcement of the superior proposal and (ii) $0.65 per Common Share;

“Tax Act” means the Income Tax Act (Canada) as amended, restated or replaced from time to time;

“Tax Proposals” has the meaning ascribed thereto under the heading “Certain Canadian Federal Income Tax Considerations”;

“Termination Fee” has the meaning ascribed thereto under the heading “The Arrangement Agreement - Termination Payment”;

“Transaction” means collectively, the transactions contemplated in the Arrangement Agreement and the Plan of Arrangement, as amended from time to time;

“TSX” means the Toronto Stock Exchange;

“U.S. Exchange Act” has the meaning ascribed thereto under the heading “Notice to Shareholders in the United States”;

“U.S. Person” has the meaning ascribed thereto under the heading “The Arrangement – Regulatory Matters – United States”;

“U.S. Securities Act” has the meaning ascribed thereto under the heading “Notice to Shareholders in the United States”;

“Voting Agreements” means the voting agreements (including all amendments thereto) dated January 30, 2009 between B2Gold and each of the Locked-up Shareholders;

“Warrants” means the outstanding share purchase warrants and/or compensation options to purchase an aggregate of 14,110,664 Common Shares and as referred to in the Central Sun Disclosure Letter; and

“Warrantholder” means the holders of Warrants as described in the Central Sun Disclosure Letter.

INFORMATION CONCERNING THE MEETING

Date, Time and Place of Meeting

This Proxy Circular is furnished in connection with the solicitation by management of Central Sun of proxies to be used at the Meeting for the purposes set forth in the accompanying Notice of Meeting. The Meeting will be held onMarch 20, 2009 commencing at 10:00a.m. (Toronto time) at 6 Adelaide Street East, Suite 500, Toronto, Ontario, M5C 1H6.

Solicitation of Proxies

The solicitation of proxies will be primarily by mail, but proxies may also be solicited personally or by telephone by employees, consultants, advisors or other agents of Central Sun at nominal cost. Employees will not receive any extra compensation for such activities, although external consultants, advisors and other agents may be compensated. The total cost of the solicitation will be borne by Central Sun. Central Sun has also retained Laurel Hill Advisory Group (“Laurel Hill”) to assist it in connection with communication to securityholders. In connection with these services, Laurel Hill is expected to receive a fee of approximately $25,000 and will be reimbursed for its reasonable out-of-pocket expenses.

Appointment of Proxies

The persons named in the enclosed form of proxy are officers and/or directors of Central Sun. A Shareholder has the right to appoint a person, who need not be a Shareholder, other than the persons designated in the applicable form of proxy accompanying this Proxy Circular, as nominee to attend and act for and on behalf of

such person at the Meeting and may exercise such right by inserting the name of such person in the blank space provided on the form of proxy or by executing a proxy in a form similar to the one enclosed.

Deposit of Proxies

Shareholders who do not expect to attend the Meeting in person are requested to complete, sign, date and return the enclosed form of proxy. An undated but executed proxy will be deemed to be dated the date of this Proxy Circular. Completed proxies returned either by mail or by fax to the office of Central Sun’s transfer agent, Equity Transfer & Trust Company, must be received before 10:00 a.m. (Toronto time) on March 18, 2009, or, if the Meeting is adjourned, at least 48 hours (excluding Saturdays, Sundays or holidays) preceding the date of any adjournment of the Meeting. If the enclosed form of proxy is returned by mail, Shareholders should use the self-addressed envelope enclosed or mail to Equity Transfer & Trust Company, 200 University Avenue, Suite 400, Toronto, Ontario, M5H 4H1. If the enclosed form of proxy is returned by fax, Shareholders should use (416) 595-9593.

Non-Registered Shareholders

Only Registered Shareholders as at February 17, 2009, or the persons they appoint as their proxies, are entitled to attend and vote at the Meeting. However, in many cases, Common Shares beneficially owned by a Non-Registered Shareholder are registered either:

In accordance with the requirements of NI 54-101, Central Sun has distributed copies of the Meeting Materials for use in connection with the Meeting to the clearing agencies and Intermediaries for onward distribution to Non-Registered Shareholders.

Intermediaries are required to forward the Meeting Materials to Non-Registered Shareholders unless the Non-Registered Shareholders have waived the right to receive them. Intermediaries very often call on service companies such as Broadridge Financial Solutions Inc. to forward meeting materials to non-registered holders. Any Non-Registered Shareholder who has not waived the right to receive Meeting Materials will:

The purpose of these procedures is to allow Non-Registered Shareholders to direct the voting of the Common Shares they beneficially own. Should a Non-Registered Shareholder who receives either a form of proxy or a voting instruction form wish to attend the Meeting and vote in person (or have another person attend and vote on behalf of the Non- Registered Shareholder), the Non-Registered Shareholder should carefully follow the instructions of their Intermediaries and their service companies to ensure that their Common Shares are voted at the Meeting.

Exercise of Vote by Proxies and Discretionary Authority

The Common Shares represented by properly executed proxies given in favour of the persons designated in the printed portion of the accompanying form of proxy at the Meeting will be voted for, against or withheld from voting in accordance with the instructions contained therein, so long as such instructions are certain, on any ballot that may be called for. In the absence of any instructions to the contrary, the Common Shares represented by proxies received by management will be voted FOR the Arrangement Resolution and FOR the Stated Capital Reduction.

The form of proxy accompanying this Proxy Circular confers discretionary authority upon the nominees named therein with respect to amendments or variations to the matters identified in the Notice of Meeting and with respect to other matters which may properly come before the Meeting. Management of Central Sun knows of no matters to come before the Meeting, other than those referred to in the Notice of Meeting. However, if any other matters that are not now known to management of Central Sun should properly come before the Meeting, the shares represented by proxies given in favour of management nominees will be voted on such matters in accordance with the best judgment of the nominee.

Revocation of Proxies

A Registered Shareholder may revoke a proxy by: (a) completing and signing a proxy bearing a later date and depositing it with Equity Transfer & Trust Company so that it is received on or before 5:00 p.m. not less than 48 hours (excluding Saturdays, Sundays and holidays) prior to the date of the Meeting or any date to which the Meeting may be postponed or adjourned; (b) depositing an instrument in writing executed by the Registered Shareholder or by the Registered Shareholder’s attorney authorized in writing at the registered office of Central Sun at any time up to and including the last Business Day immediately preceding the day of the Meeting or any adjournment thereof, or with the chair of the Meeting on the day of but prior to the commencement of the Meeting or any adjournment thereof; or (c) in any other manner permitted by law. A Non-Registered Shareholder should contact their Intermediary or carefully follow the instructions received on the voting instruction form. Only a Registered Shareholder may revoke a proxy.

Voting Securities

As of February 18, 2009, 62,998,989 Common Shares were outstanding, each carrying the right to one vote on matters at the Meeting. Only Shareholders of record as at the Record Date are entitled to vote at the Meeting.

To the knowledge of the management of Central Sun, no person or corporation presently beneficially owns or controls or directs, directly or indirectly, Common Shares in excess of 10% of the outstanding Common Shares, other than:

As at the date hereof, the directors and officers of Central Sun, as a group, beneficially own, control or direct, directly or indirectly, approximately 3% of the outstanding Common Shares.

Dissent Rights

Section 190 of the CBCA provides registered shareholders of a corporation with the right to dissent from certain resolutions that effect extraordinary corporate transactions or fundamental corporate changes. The Interim Order expressly provides Registered Shareholders with the right to dissent from the Arrangement Resolution pursuant to section 190 of the CBCA, with modifications to the provisions of section 190 as provided in the Plan of Arrangement and the Interim Order (“Dissent Rights”). Any Registered Shareholder who dissents from the

Arrangement Resolution in compliance with section 190 of the CBCA, as modified by the Plan of Arrangement and the Interim Order, will be entitled, in the event the Arrangement becomes effective, to be paid the “fair value” of the Common Shares held by such Dissenting Holder, determined as of the close of business on the day before the day the Arrangement Resolution is adopted. Shareholders are cautioned that “fair value” could be determined to be less than the Consideration payable pursuant to the terms of the Arrangement. If Registered Shareholders holding more than 5% of the outstanding Common Shares exercise their Dissent Rights, B2Gold is entitled, in its discretion, to not complete the Arrangement.

Section 190 of the CBCA provides that a shareholder may only make a claim under that section with respect to all of the shares of a class held by the shareholder on behalf of any one beneficial owner and registered in the shareholder’s name. One consequence of this provision is that only a Registered Shareholder may exercise Dissent Rights in respect of Common Shares that are registered in that Shareholder’s name.

In many cases, shares beneficially owned by a Non-Registered Shareholder are registered either (a) in the name of an Intermediary or (b) in the name of a clearing agency (such as CDS) of which the Intermediary is a participant. Accordingly, a Non-Registered Shareholder will not be entitled to exercise its Dissent Rights directly (unless the shares are re-registered in the Non-Registered Shareholder’s name). A Non-Registered Shareholder who wishes to exercise Dissent Rights should immediately contact the Intermediary with whom the Non-Registered Shareholder deals in respect of its Common Shares and either (i) instruct the Intermediary to exercise the Dissent Rights on the Non-Registered Shareholder’s behalf (which, if the Common Shares are registered in the name of CDS or other clearing agency, may require that such Common Shares first be re-registered in the name of the Intermediary), or (ii) instruct the Intermediary to re-register such Common Shares in the name of the Non-Registered Shareholder, in which case the Non-Registered Shareholder would be able to exercise the Dissent Rights directly.

A Registered Shareholder who wishes to dissent must provide a Dissent Notice to Central Sun (a) at Suite 500, 6 Adelaide Street East, Toronto, Ontario M5C 2H6 (Attention: Peter Tagliamonte) or (b) by facsimile transmission to 416-367-0182 (Attention: Peter Tagliamonte) to be received not later than 5:00 p.m. (Toronto time) on the day which is the second Business Day immediately preceding the Meeting. Failure to strictly comply with these Dissent Procedures may result in the loss or unavailability of the right to dissent.

The filing of a Dissent Notice does not deprive a Registered Shareholder of the right to vote at the Meeting. However, the CBCA provides, in effect, that a Registered Shareholder who has submitted a Dissent Notice and who votes for the Arrangement Resolution will no longer be considered a Dissenting Holder with respect to that class of shares voted for the Arrangement Resolution, being the Common Shares. The CBCA does not provide, and Central Sun will not assume, that a proxy submitted instructing the proxyholder to vote against the Arrangement Resolution, a vote against the Arrangement Resolution or an abstention constitutes a Dissent Notice, but a Registered Shareholder need not vote Common Shares against the Arrangement Resolution in order to dissent. Similarly, the revocation of a proxy conferring authority on the proxyholder to vote for the Arrangement Resolution does not constitute a Dissent Notice. However, any proxy granted by a Registered Shareholder who intends to dissent, other than a proxy that instructs the proxyholder to vote against the Arrangement Resolution, should be validly revoked in order to prevent the proxyholder from voting such Common Shares in favour of the Arrangement Resolution and thereby causing the Registered Shareholder to forfeit its Dissent Rights.

Central Sun (or its successor) is required, within ten days after Shareholders adopt the Arrangement Resolution, to notify each Dissenting Holder that the Arrangement Resolution has been adopted. Such notice is not required to be sent to any Shareholder who voted for the Arrangement Resolution or who has withdrawn its Dissent Notice.

A Dissenting Holder who has not withdrawn its Dissent Notice prior to the Meeting must then, within 20 days after receipt of notice that the Arrangement Resolution has been adopted, or if the Dissenting Holder does not receive such notice, within 20 days after learning that the Arrangement Resolution has been adopted, send to Central Sun c/o Equity Transfer & Trust Company a written notice (a “Demand for Payment”) containing its name and address, the number of Common Shares in respect of which he or she dissents (the “Dissenting Common Shares”), and a demand for payment of the fair value of such Common Shares. Within 30 days after sending the Demand for Payment, the

Dissenting Holder must send to Central Sun or Equity Transfer & Trust Company the certificate(s) representing its Common Shares. Equity Transfer & Trust Company will endorse on the share certificate(s) received from a Dissenting Holder a notice that the holder is a Dissenting Holder and will forthwith return the share certificates to the Dissenting Holder. A Dissenting Holder who fails to make a Demand for Payment in the time required or to send the certificate(s) representing Dissenting Common Shares has no right to make a claim under section 190 of the CBCA.

Under section 190 of the CBCA, after sending a Demand for Payment, a Dissenting Holder ceases to have any rights as a Shareholder in respect of its Dissenting Common Shares other than the right to be paid the fair value of the Dissenting Common Shares as determined pursuant to the Interim Order, unless (i) the Dissenting Holder withdraws its Dissent Notice before Central Sun makes an Offer to Pay, or (ii) Central Sun fails to make an Offer to Pay in accordance with subsection 190(12) of the CBCA and the Dissenting Holder withdraws the Demand for Payment, in which case the Dissenting Holder’s rights as a shareholder will be reinstated. Pursuant to the Plan of Arrangement, in no case shall Central Sun or any other person be required to recognize any Dissenting Holder as a Shareholder after the Effective Date, and the names of such Shareholders shall be deleted from the list of Registered Shareholders as at the Effective Time.

Pursuant to the Plan of Arrangement, Dissenting Holders who are ultimately determined to be entitled to be paid fair value for their Dissenting Common Shares shall be deemed to have transferred such Dissenting Common Shares to Central Sun as at the Effective Time.

Pursuant to the Plan of Arrangement, Dissenting Holders who are ultimately determined not to be entitled, for any reason, to be paid fair value for their Dissenting Common Shares, shall be deemed to have participated in the Arrangement on the same basis as any non-Dissenting Holder. Central Sun is required, not later than seven days after the later of the Effective Date and the date on which a Demand for Payment is received from a Dissenting Holder, to send to each Dissenting Holder who has sent a Demand for Payment an Offer to Pay for its Dissenting Common Shares in an amount considered by the Board to be the fair value of the Common Shares, accompanied by a statement showing the manner in which the fair value was determined. Every Offer to Pay must be on the same terms. Central Sun must pay for the Dissenting Common Shares of a Dissenting Holder within ten days after an Offer to Pay has been accepted by a Dissenting Holder, but any such offer lapses if Central Sun does not receive an acceptance within 30 days after the Offer to Pay has been made.

If Central Sun fails to make an Offer to Pay for a Dissenting Holder’s Common Shares, or if a Dissenting Holder fails to accept an Offer to Pay that has been made, Central Sun may, within 50 days after the Effective Date or within such further period as a court may allow, apply to a court to fix the fair value for the Common Shares of Dissenting Holders. If Central Sun fails to apply to a court, a Dissenting Holder may apply to a court for the same purpose within a further period of 20 days or within such further period as a court may allow. A Dissenting Holder is not required to give security for costs in such an application.

If Central Sun or a Dissenting Holder makes an application to court, Central Sun will be required to notify each affected Dissenting Holder of the date, place and consequences of the application and of its right to appear and be heard in person or by counsel. Upon an application to a court, all Dissenting Holders who have not accepted an Offer to Pay will be joined as parties and be bound by the decision of the court. Upon any such application to a court, the court may determine whether any person is a Dissenting Holder who should be joined as a party, and the court will then fix the fair value for the Dissenting Common Shares of all Dissenting Holders. The final order of a court will be rendered against Central Sun in favour of each Dissenting Holder for the amount of the fair value of its Dissenting Common Shares as fixed by the court. The court may, in its discretion, allow a reasonable rate of interest on the amount payable to each Dissenting Holder from the Effective Date until the date of payment.

Registered Shareholders who are considering exercising Dissent Rights should be aware that there can be no assurance that the fair value of their Common Shares as determined under the applicable provisions of the CBCA (as modified by the Plan of Arrangement and the Interim Order) will be more than or equal to the Consideration under the Arrangement. In addition, any judicial determination of fair value will result in delay of receipt by a Dissenting Holder of consideration for such Dissenting Holder’s Dissenting Common Shares.

The foregoing is only a summary of the dissenting holder provisions of the CBCA (as modified by the Plan of Arrangement and the Interim Order), which are technical and complex. The full text of section 190 of the CBCA is attached as Appendix “E” to this Proxy Circular. It is recommended that any Shareholder wishing to avail itself of its Dissent Rights under those provisions seek legal advice, as failure to comply strictly with the provisions of the CBCA (as modified by the Plan of Arrangement and the Interim Order) may prejudice its Dissent Rights.

For a general summary of certain income tax implications to a Dissenting Holder, see “Certain Tax Considerations for Shareholders - Certain Canadian Federal Income Tax Considerations”.

THE ARRANGEMENT

Description of the Arrangement

The following description of the Arrangement is qualified in its entirety by reference to the full text of the Plan of Arrangement, a copy of which is attached hereto as Appendix “B” to this Proxy Circular and a copy of which may be obtained on request from Central Sun.

If implemented, the Arrangement will commence at the Effective Time (which is expected to be at 12:01 a.m. (Toronto Time) on a date expected to be in March 2009, but in any case, not later than April 30, 2009). Commencing at the Effective Time, the following shall occur and shall be deemed to occur in the following order without any further act or formality:

If the Shareholders approve the Arrangement Resolution and the Stated Capital Resolution on the basis described herein, Articles of Arrangement will be filed with the Director as soon as practicable following the Meeting once all other conditions precedent to the Arrangement have been satisfied or waived. It is expected that the Arrangement will become effective March 26, 2009.

Background

The Arrangement Agreement is the product of arm’s length negotiations between Central Sun and B2Gold.

The Arrangement Agreement is the result of negotiations conducted among representatives of Central Sun, the Special Committee, B2Gold and their respective legal and financial advisors. The following is a summary of the principal events, meetings, negotiations, discussions and actions among the parties leading up to the public announcement and execution of the Arrangement Agreement.

In 2008, in accordance with its strategic objective to re-start the Orosi Mine, Central Sun was examining various possible financing alternatives to carry out the project. As a result of the credit and financial markets melt-down, it became increasingly difficult to realize this objective and Central Sun had to extend the repayment date under its existing credit facilities and, despite its efforts to generate financing alternatives, was facing difficulties in obtaining the necessary financing on satisfactory terms for the construction and re-start of operations at Orosi.

In December 2008, Central Sun and Linear Gold initiated discussion with respect to a proposed strategic transaction. After negotiations with Linear Gold, the Board concluded that the Linear Gold Transaction was in the best interest of Central Sun and its shareholders. On December 24, 2008, Central Sun, entered into a letter agreement (the “Linear Letter Agreement”) with respect to a business combination with Linear Gold, whereby all of the issued and outstanding Common Shares would be acquired by Linear Gold in consideration of 0.4 of a Linear Gold common share (the “Linear Common Shares”) in exchange for each Common Share. The implied value as of December 23, 2008 of the consideration to be paid by Linear Gold of $0.292 per Common Share, represented a 46% premium over the closing price of $0.20 for the Common Shares on December 23, 2008, the last trading day prior to the announcement of the proposed business combination with Linear Gold.

On January 14, 2009, Central Sun entered into a loan agreement with Linear Gold, pursuant to a convertible debenture, wherein Central Sun borrowed $2,500,000 from Linear Gold (the “Linear Loan”).

On January 14, 2009, Central Sun received an unsolicited non-binding proposal from B2Gold to acquire all of the outstanding common shares of Central Sun in exchange for B2Gold Common Shares and at an exchange ratio that would represent a premium of approximately 25% to 30% of the closing price of the Common Shares on the TSX on January 13, 2009. On January 15, 2009, Central Sun notified Linear Gold of the receipt of the B2Gold Offer and Central Sun held a board meeting, attended by its legal advisors, Cassels Brock & Blackwell LLP and its financial

advisors, Macquarie, to determine whether the B2Gold proposal could reasonably be expected to constitute a superior proposal to the Linear Gold Transaction, as such term was defined in the Linear Letter Agreement. The Board formed a Special Committee comprised of George Faught, Patrick Mars and Joe Milbourne to review the B2Gold proposal, and the Special Committee and the Board determined that the B2Gold Offer could reasonably be expected to be a superior proposal, as defined in the Linear Letter Agreement.

On January 16, 2009, the Special Committee held a meeting and, among other things, engaged Macquarie as its financial adviser and authorized Peter Tagliamonte to negotiate and execute a confidentiality agreement between Central Sun and B2Gold.

On January 16, 2009, Central Sun and B2Gold entered into a confidentiality agreement (the “B2Gold CA”) on substantially the same terms as the confidentiality agreement previously entered into between Central Sun and Linear Gold, except that the B2Gold CA included a standstill provision which prevented Central Sun and B2Gold from acquiring any voting securities of the other party for a period of one year following the date of the B2Gold CA, other than pursuant to the terms of a definitive agreement.

On January 18, 2009, representatives of the Special Committee and B2Gold attended Central Sun’s mine sites in Nicaragua in connection with B2Gold’s technical due diligence review.

On January 19, 2009, Central Sun’s legal representatives provided Linear Gold and its legal representatives with a copy of the B2Gold CA.

On January 25, 2009, Stan Bharti, Peter Tagliamonte, George Faught, along with Patrick Gleeson and Jennifer Wagner, legal consultants to Central Sun, met with Clive Johnson and Bob Cross for dinner in Toronto during which the terms of a proposed transaction were discussed.

On January 26, 2009, the principals of Central Sun, including Mr. Faught on behalf of the Special Committee, and B2Gold engaged in negotiations with respect to a potential business combination at the offices of Stan Bharti and by telephone and B2Gold provided a draft of a binding offer for consideration by Central Sun.

In the evening of January 26, 2009, the Special Committee held a meeting wherein Macquarie provided an oral fairness opinion and presented to the Special Committee its analysis comparing the B2Gold offer and the Linear Gold Transaction and the Special Committee discussed various legal matters and consulted with legal counsel. Upon further discussion by the Special Committee, it was determined that the B2Gold offer constituted a superior proposal to the Linear Gold Transaction and the Special Committee resolved to recommend to the Board that Central Sun proceed with such superior proposal, subject to the right of Linear Gold to match the B2Gold offer.

Following the Special Committee meeting, on January 26, 2009, the Board met to discuss the recommendation of the Special Committee and resolved to approve acceptance of the superior proposal made by B2Gold on the terms negotiated between Central Sun and B2Gold, subject to Linear Gold’s right to match. The terms of B2Gold’s proposed offer included an exchange ratio of 1.28 B2Gold shares for each Common Share (representing a premium of 45% over the closing price of the Common Shares that day) and a commitment to lend Central Sun $10,000,000 upon entry into definitive agreements. Late on January 26, 2009, Central Sun received the final form of the binding written offer from B2Gold (the “B2Gold Offer”) and Central Sun provided to Linear Gold notice of receipt and a copy of the B2Gold Offer.

On January 27, 2009, Central Sun announced receipt of the B2Gold Offer by press release.

On January 30, 2009, Linear Gold advised Central Sun that it would not be exercising its right to match the B2Gold offer and announced its decision by way of a press release dated the same date.

On January 30, 2009, Central Sun entered into a binding letter agreement with B2Gold and issued a joint press release on February 2, 2009 announcing the entering into of the letter agreement with B2Gold. On January 30, 2009 directors and officers of Central Sun, along with Aberdeen, a significant Central Sun shareholder, entered into the

Voting Agreements with B2Gold, under which they agreed to vote their Common Shares in favour of the proposed transaction, subject to certain customary conditions.

On February 2, 2009, pursuant to the terms of the Linear Letter Agreement, Central Sun paid Linear Gold a fee in the amount of $1,000,000 payable on termination of the Linear Letter Agreement.

Between January 30, 2009 and February 6, 2009, Central Sun and B2Gold conducted certain additional legal, corporate and other confirmatory due diligence and negotiated the terms of a definitive arrangement agreement. On February 6, 2009, the Special Committee met by teleconference to receive the written Fairness Opinion and review the B2Gold loan documents and the draft Arrangement Agreement. On February 6, 2009, following the meeting of the Special Committee the Board met to receive the Fairness Opinion and reviewed and approved the draft Arrangement Agreement and draft documentation relating to the loan from B2Gold to Central Sun, subject to further negotiations and revisions as necessary. Throughout the period from January 30 through February 6, 2009, negotiations among senior management of Central Sun and B2Gold and their respective financial and legal advisors occurred, with the specific terms and conditions of the Arrangement Agreement being agreed to and finalized on February 6, 2009. On February 6, 2009, Central Sun also finalized the Commitment Letter with respect to the $10,000,000 loan from B2Gold evidenced by convertible debentures and on February 10, 2009, Central Sun repaid the $2,500,000 Linear Loan.

Recommendation of the Board and Reasons for the Recommendation

The Board has unanimously determined that the Arrangement is fair to Shareholders and that it is in the best interests of Central Sun that the Arrangement be completed. ACCORDINGLY, THE BOARD HAS UNANIMOUSLY APPROVED THE ARRANGEMENT AND UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE FORTHE ARRANGEMENT RESOLUTION.

In determining that the Arrangement is fair to Shareholders and in the best interests of Central Sun, and in making its recommendation, the Board considered a number of factors. In view of the variety of factors considered in connection with its evaluation of the Arrangement, the Board did not find it practicable to, and did not, quantify or otherwise assign relative weights to the specific factors considered in reaching its determination as to the fairness of the Arrangement and its recommendation to Shareholders to vote FOR the Arrangement Resolution.

In determining that the Arrangement is fair to Shareholders and in the best interests of Central Sun and in making its recommendation that the Shareholders vote FOR the Arrangement Resolution, the Board considered a number of factors, including:

Fairness Opinion

Macquarie was retained to act as financial advisor to the Special Committee and to provide an opinion as to whether the Consideration of 1.28 B2Gold Common Shares for each one Common Share pursuant to the Arrangement is fair, from a financial point of view, to Shareholders.

At a meeting of the Special Committee held on January 26, 2009, Macquarie made a presentation to the Special Committee and advised the Special Committee that, based upon certain analyses, assumptions, qualifications and limitations, it believed it would be in a position to conclude that the Consideration offered pursuant to the Arrangement was fair, from a financial point of view, to the Shareholders and is superior from, a financial point of view, to the Linear Gold Transaction. Macquarie’s advice concerning fairness was subsequently formalized in the written Fairness Opinion.

The full text of the Fairness Opinion which sets forth, among other things, the assumptions made, information reviewed and matters considered by Macquarie in rendering its Fairness Opinion, as well as the limitations the opinion is subject to, is attached as Appendix “G” to this Proxy Circular. Shareholders are urged to read the Fairness Opinion in its entirety. The summary of the Fairness Opinion described in this Proxy Circular is qualified in its entirety by reference to the full text of the Fairness Opinion.

The Fairness Opinion was provided for the use of the Board only and may not be relied upon by any other person. The Fairness Opinion does not constitute a recommendation to any Shareholders as to how such Shareholders should vote on the Arrangement Resolution.

The Fairness Opinion was rendered on the basis of the securities market, economic and general business and financial conditions prevailing as at the date thereof and on information relating to the subject matter thereof as

represented to Macquarie. As set forth in the Fairness Opinion, Macquarie has, subject to the exercise of its professional judgement, relied upon, and assumed without independent investigation the completeness, accuracy and fair presentation of all financial and other information, data, advice, opinions and representations obtained by it from public sources or provided to it. The Fairness Opinion assumes, and is conditional upon, such completeness, accuracy and fair presentation.

Central Sun has agreed to pay fees to Macquarie in respect of it giving the Fairness Opinion and its financial assessment and its services relating to the Arrangement which are not contingent upon the conclusions reached by Macquarie in the Fairness Opinion. Macquarie is also entitled to be reimbursed for certain reasonable out-of-pocket expenses and is to be indemnified by Central Sun in certain circumstances as set out in the indemnity that forms part of the engagement agreement between Central Sun and Macquarie. Macquarie is not an insider, associate or affiliate (as defined in the Securities Act (Ontario)) of B2Gold or Central Sun or any of their respective associates or affiliates and is not an advisor to any person or company other than the Special Committee and the Board with respect to the Arrangement.

Intentions of Directors and Officers

Each of the directors and executive officers of Central Sun has indicated to Central Sun that he intends to vote his Common Shares in favour of the Arrangement Resolution.

In that regard, each of the directors and executive officers of Central Sun, who beneficially owns, controls or directs, directly or indirectly, or exercises control or direction over Common Shares (which collectively represented approximately 3% of the issued and outstanding Common Shares as of February 18, 2009) has agreed, among other things, to vote his Common Shares (including any Common Shares issued upon the exercise of Options) in favour of the Arrangement Resolution pursuant to the terms of the Voting Agreements. See “The Voting Agreements”.

Shareholder Approval of Arrangement Resolution

At the Meeting, Shareholders will be asked to consider and, if deemed advisable, to approve the Arrangement Resolution. To become effective, the Arrangement Resolution must be approved, with or without variation, by the affirmative vote of at least 66 ?% of the votes cast by the Shareholders present in person or represented by proxy at the Meeting and by the affirmative vote of the majority of the votes cast by the Minority Shareholders present in person or represented by proxy at the Meeting. The Arrangement Resolution must be approved in order for Central Sun to seek the Final Order and implement the Arrangement on the Effective Date in accordance with the Final Order.

A quorum for the transaction of business at the Meeting is “two persons, present in person or represented by proxy, who are entitled to vote at the meeting, and who represent more than 5% of the outstanding Common Shares for the time being entitling the holders thereof to vote at the meeting”.

In the absence of any instructions to the contrary, the Common Shares represented by proxies received by management will be voted FOR the approval of the Arrangement Resolution.

Procedure for the Arrangement to Become Effective

The Arrangement is proposed to be carried out pursuant to section 192 of the CBCA. The following procedural steps must be taken in order for the Arrangement to become effective:

Court Approval and Completion of the Arrangement

The Arrangement requires approval by the Court. Prior to the mailing of this Proxy Circular, Central Sun obtained the Interim Order providing for the calling and holding of the Meeting and other procedural matters. A copy of the Interim Order is attached hereto as Appendix“C”. The Notice of Application applying for the Final Order is also attached hereto as Appendix “D”.

Subject to the approval of the Arrangement Resolution by the Shareholders at the Meeting, the hearing in respect of the Final Order to approve the Plan of Arrangement is expected to take place on March 25, 2009 at 10:00 a.m. (Toronto time) in the Court at 330 University Ave., Toronto, Ontario, or as soon thereafter as is reasonably practicable. Any Shareholder or other interested parties (including Optionholders) who wishes to appear or be represented and to present evidence or arguments must serve and file a Notice of Appearance as set out in the Interim Order and satisfy any other requirements of the Court. The Court will consider, among other things, the fairness and reasonableness of the Arrangement. The Court may approve the Arrangement in any manner the Court may direct, and subject to compliance with such terms and conditions, if any, as the Court deems fit.

The Arrangement will become effective upon receipt by the Director of the Articles of Arrangement and the endorsement by the Director of the Certificate of Arrangement thereon. If the Final Order is obtained on March 25, 2009 in form and substance satisfactory to Central Sun and B2Gold and all other conditions specified in the Arrangement Agreement are satisfied or waived, Central Sun currently expects the Effective Date will be March 26, 2009.

Although the objective of Central Sun is to have the Effective Date occur as soon as possible after the Meeting, the Effective Date could be delayed for a number of reasons, including an objection before the Court at the hearing of the application for the Final Order or any delay in the satisfaction or waiver, as applicable, of all of the conditions set forth in the Arrangement Agreement.

The Court’s approval is required for the Arrangement to become effective and the Court has been informed that approval, if obtained, will constitute the basis for the section 3(a)(10) exemption under the U.S. Securities Act with respect to, among other things, B2Gold securities and Central Sun securities pursuant to the Arrangement as described below under “Regulatory Matters”.

Central Sun and/or B2Gold may terminate the Arrangement Agreement in certain circumstances, with the result that the Arrangement will not become effective and, in such event, no prior notice to or action on the part of Shareholders is necessary. See “The Arrangement Agreement — Termination”.

Interests of Certain Persons in the Arrangement

In considering the recommendation of the Board with respect to the Arrangement Resolution, Shareholders should be aware that certain members of Central Sun’s management and the Board may have certain interests in connection with the Arrangement, including those referred to below, that may present them with actual or potential conflicts of interest in connection with the Arrangement. The Board is aware of these interests and considered them along with the other matters described above in ‘‘Recommendation of the Board and Reasons for the Recommendation’’.

Upon completion of the Arrangement, officers of Central Sun will be entitled to severance, change of control payments and fees in the aggregate of $2,190,000 set out as follows: (i) $460,000 to be paid to Stan Bharti, Chairman of the Board; (ii) $1,290,000 (and three years in benefits) to be paid to Peter Tagliamonte, President and Chief Executive Officer of Central Sun; (iii) $400,000 (and two years in benefits) to be paid to Denis Arsenault, Chief Financial Officer of Central Sun; and (iv) $40,000 to be paid to William Pearson, Executive Vice-President, Exploration of Central Sun. In addition, $60,000 will be paid to Graham Speirs, Chief Operating Officer, as a retention

bonus. The B2Gold Replacement Options to be received by the officers and directors of Central Sun in exchange for their Options will be fully vested and shall not expire as a result of the Arrangement being a change of control or their termination in connection with the Agreement. In addition, the 762,930 Central Sun Bonus Shares issued pursuant to the Central Sun Share Bonus Plan will be released from escrow. See “Treatment of Central Sun Bonus Shares”.

In connection with their additional efforts with respect to the review and consideration of the Arrangement as well as the Linear Gold Transaction, each director (other than Stan Bharti and Peter Tagliamonte) will receive a fee of $15,000, to be paid by Central Sun irrespective of whether or not the Arrangement is completed.

The Board has determined the payments to be paid to certain officers of Central Sun pursuant to certain severance arrangements would constitute a “collateral benefit” for purposes of MI 61-101 such that the Arrangement would therefore constitute a “business combination” within the meaning of MI 61-101, which is intended to regulate certain transactions to ensure the protection and fair treatment of minority securityholders. As such, it is subject to certain particular obligations, including the requirement that a business combination be approved by the simple majority of votes cast by the Minority Shareholders, excluding those votes attaching to Common Shares beneficially owned, or over which control or direction is exercised by the directors and officers of Central Sun who can be considered to be receiving a “collateral benefit” in connection with the Arrangement, subject to certain exceptions.

As at January 27, 2009, the date that the binding B2Gold offer in respect of the Arrangement was publicly announced, Mr. Stan Bharti, in conjunction with his spouse, owned or exercised control or direction over 5,436,503 Common Shares, representing greater than 1% of the issued and outstanding common shares of Central Sun. Accordingly, pursuant to MI 61-101, the votes attached to the securities owned by Mr. Bharti and his spouse will be excluded from the determination of approval by a majority of the Minority Shareholders. In addition, at January 27, 2009, Mr. Peter Tagliamonte owned or exercised control or direction over 819,556 Common Shares, representing more than 1% of the issued and outstanding common shares of Central Sun, the votes attached to the securities owned by Mr. Tagliamonte will be excluded from the determination of the approval by a majority of the Minority Shareholders.

B2Gold has agreed under the Arrangement Agreement to, or to cause Central Sun and its subsidiaries, to the extent they were disclosed in the Central Sun Disclosure Letter, to maintain in effect without any reduction in scope or coverage for a period of six years from the Effective Date customary directors’ and officers’ liability insurance providing protection comparable to the protection currently provided by the policies maintained by Central Sun, in connection with claims arising from facts or events that occurred on or prior to the Effective Date. In addition, B2Gold has agreed to honour specified existing rights of indemnification or exculpation of the officers and directors of Central Sun and the Central Sun Subsidiaries provided to and approved by B2Gold, and has acknowledged that such rights will continue in full force and effect for a period of six years from the Effective Date.

Each of the directors and executive officers of Central Sun who beneficially owns, directly or indirectly, Common Shares has entered into a Voting Agreement with B2Gold pursuant to which he has agreed, among other things, to vote his Common Shares (including any Common Shares issued upon the exercise of Options) in favour of the Arrangement Resolution and not take any other action of any kind which might reasonably be regarded as likely to reduce the success of, or delay or interfere with the completion of, the Arrangement and the other transactions contemplated by the Arrangement Agreement. As noted above, pursuant to MI 61-101, votes on the Arrangement Resolution attaching to the Common Shares owned, controlled or directed, directly or indirectly, by Mr. Bharti and Mr. Tagliamonte will be excluded for the purposes of determining whether majority approval of the Minority Shareholders has been obtained. See “The Voting Agreements”.

Procedures for Receiving Share Certificates

Pursuant to the Arrangement Agreement, B2Gold is to provide consideration for Common Shares acquired pursuant to the Plan of Arrangement by providing the Depositary with B2Gold Common Shares in escrow to exchange for Common Shares, to be issued in accordance with the Plan of Arrangement.

Registered Shareholders who are not Dissenting Holders

Enclosed with this Proxy Circular is a Letter of Transmittal that is being delivered to registered Shareholders. The Letters of Transmittal sent to Registered Shareholders with this Proxy Circular set out the details of the procedures to be followed by each Registered Shareholder in exchanging their Common Share certificates for B2Gold Common Share certificates. Upon return of a properly completed Letter of Transmittal by a Registered Shareholder, the certificate(s) representing Common Shares and such other documents as the Depositary may require, certificates for the appropriate number of B2Gold Common Shares will be mailed to the Central Sun Registered Shareholder.

Provided that a Shareholder has returned a properly completed and executed Letter of Transmittal, and has presented and surrendered certificate(s) representing its Common Shares to the Depositary, together with such other documents and instruments as B2Gold or the Depositary may reasonably require as set forth in the Letter of Transmittal, as soon as practicable following the Effective Date, the Depositary will cause the Consideration, in the form of certificate representing B2Gold Common Shares, to be sent to such Shareholder.

If a Shareholder fails to return a properly completed and executed Letter of Transmittal, such Shareholder will not be entitled to receive the Consideration, in the form of a certificate representing B2Gold Common Shares, until the Shareholder delivers a properly completed and executed Letter of Transmittal.

Except as otherwise provided in the instructions to the Letter of Transmittal, an Eligible Institution must guarantee the signature on the Letter of Transmittal. If a Letter of Transmittal is signed by a person other than the registered owner(s) of the certificate(s) to which the Letter of Transmittal relates, and in certain other circumstances as set forth in the Letter of Transmittal, the deposited certificate(s) must be endorsed or be accompanied by an appropriate share transfer power of attorney duly and properly completed by the registered owner(s), with the signature on the endorsement panel or share transfer power of attorney guaranteed by an Eligible Institution.

No fractional B2Gold Common Shares will be issued to Shareholders upon the surrender of the certificate(s) representing Common Shares for exchange. Any fractional number of B2Gold Common Shares that would otherwise be issuable pursuant to the Plan of Arrangement will be rounded down to the nearest whole number.

If a Shareholder fails to present and surrender a certificate which, prior to the Effective Date, represented issued and outstanding Common Shares on or before the sixth anniversary of the Effective Date, the interest of the Shareholder in any Consideration evidenced by such share certificate shall be terminated.

It is recommended that Shareholders complete, sign and return the Letter of Transmittal with the accompanying certificate(s) representing their Common Shares to the Depositary as soon as possible, and preferably prior to 5:00 p.m. (Eastern Time) on March 19, 2009.

Non-Registered Beneficial Shareholders

Shareholders whose Common Shares are registered in the name of an Intermediary should contact that Intermediary for instructions and assistance in delivering the share certificate(s) representing those Common Shares.

Regulatory Matters

Other than the Final Order, Central Sun is not aware of any material approval, consent or other action by any federal, provincial, state or foreign government or any administrative or regulatory agency that would be required to be obtained in order to complete the Arrangement. In the event that any such approvals or consents are determined to be required, such approvals or consents will be sought, although any such additional requirements could delay the Effective Date or prevent the completion of the Arrangement. While there can be no assurance that any regulatory consents or approvals that are determined to be required will be obtained, Central Sun currently anticipates that any such consents and approvals that are determined to be required will have been obtained or otherwise resolved by the Effective Date, which, subject to the approval of the Arrangement Resolution and the Stated Capital Reduction by the Shareholders at the Meeting, receipt of the Final Order and the satisfaction or waiver of all other conditions specified in the Arrangement Agreement, is expected to be March 26, 2009.

Qualification and Resale of B2Gold Common Shares

Canada

The distribution of B2Gold Common Shares to be issued in exchange for Common Shares and B2Gold Replacement Options to be issued in exchange for Options pursuant to the Arrangement will be issued in reliance upon exemptions from the prospectus and registration requirements of securities legislation in each province and territory of Canada. Subject to certain disclosure and regulatory requirements and to customary restrictions applicable to distributions of shares from “control distributions”, B2Gold Common Shares issued pursuant to the Arrangement may be resold in each province and territory in Canada, subject in certain circumstances, to the usual conditions that no unusual effort has been made to prepare the market or to create a demand for the B2Gold Common Shares, no extraordinary commission or consideration is paid in respect of any trade and if the selling security holder is an insider or officer of B2Gold, such person has no reasonable grounds to believe that B2Gold is in default of securities legislation.

United States

The B2Gold Common Shares to be issued in exchange for Common Shares pursuant to the Arrangement have not been and will not be registered under the U.S. Securities Act and will be issued in reliance on an exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) thereof. The issuance of B2Gold Replacement Options will also be exempt from registration pursuant to Section 3(a)(10). Section 3(a)(10) of the U.S. Securities Act exempts securities issued in exchange for one or more outstanding securities from the general requirement of registration where the terms and conditions of the issuance and exchange of such securities have been approved by any court of competent jurisdiction, after a hearing upon the fairness of the terms and conditions of the issuance and exchange at which all persons to whom the securities will be issued have the right to appear. The Court is authorized to conduct a hearing at which the fairness of the terms and conditions of the Arrangement will be considered. The Court granted the Interim Order on February 19, 2009 and, subject to the approval of the Arrangement Resolution by Shareholders, a final hearing on the Arrangement will be held on March 25, 2009 by the Court. All Shareholders and other interested parties (including holders of Options) who wish to appear or be represented and to present evidence or arguments must serve and file a Notice of Appearance as set out in the Interim Order and satisfy any other requirements of the Court. The Final Order will, if granted, constitute a basis for the exemption from the registration requirements of the U.S. Securities Act with respect to the issuance of the B2Gold Common Shares and B2Gold Replacement Options. See “The Arrangement - Court Approval and Completion of the Arrangement”.

The B2Gold Common Shares to be issued in exchange for Common Shares in connection with the Arrangement will be freely transferable under United States federal securities laws and will not bear any restrictive legend imposed as a result of the requirement of the U.S. Securities Act, except with respect to B2Gold Common Shares held by persons who are deemed to be “affiliates” of B2Gold. As defined in Rule 144 of the U.S. Securities Act, an “affiliate” of an issuer is a person that directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the issuer. Typically, persons who are executive officers, directors or 10% or greater shareholders of an issuer are considered to be “affiliates”.

B2Gold Common Shares acquired by persons who are deemed to be affiliates may be resold by such persons only in transactions permitted by the applicable resale provisions of the U.S. Securities Act. Subject to certain limitations, such affiliates may immediately resell B2Gold Common Shares outside the United States without registration under the U.S. Securities Act pursuant to Regulation S under the U.S. Securities Act. In addition, such affiliates may resell B2Gold Common Shares without registration pursuant to Rule 144 under the U.S. Securities Act (“Rule 144”) thereunder including compliance with the volume, current public information and manner of sale limitations of Rule 144 and after 90 days have elapsed since the Effective Date of the Arrangement. The volume, current public information and manner of sale limitations generally require that any sales made by an affiliate in any three-month period not exceed the greater of 1% of the outstanding B2Gold Common Shares or, if the B2Gold

Common Shares are listed on a United States securities exchange, the average weekly trading volume over the four calendar weeks preceding the placement of the sell order, and that sales be made in unsolicited, open market “broker transactions” at times when certain information specified by the Rule 144 is publicly available with respect to B2Gold.

Section 3(a)(10) of the U.S. Securities Act does not exempt the issuance of securities upon the exercise of securities that were issued pursuant to Section 3(a)(10). Therefore, the B2Gold Common Shares issuable upon the exercise of the B2Gold Replacement Options may not be issued in reliance upon Section 3(a)(10) and the B2Gold Replacement Options may be exercised only pursuant to an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. As a result, the B2Gold Replacement Options may only be exercised by a holder who represents that, at the time of exercise, the holder is not then located in the United States, is not a U.S. person, as defined in Rule 902 of Regulation S under the U.S. Securities Act (a “U.S. Person”), and is not exercising the B2Gold Replacement Options for the account or benefit of a U.S. Person or a person in the United States, unless the holder provides a legal opinion or other evidence reasonably satisfactory to B2Gold to the effect that the exercise of the B2Gold Replacement Options does not require registration under the U.S. Securities Act or state securities laws.

In addition, any B2Gold Common Shares issuable upon the exercise of the B2Gold Replacement Options to or for the account or benefit of a U.S. Person or a person in the United States will be “restricted securities” within the meaning of Rule 144 under the U.S. Securities Act, certificates representing such B2Gold Common Shares will bear a legend to that effect, and such B2Gold Common Shares may be resold only pursuant to an exemption from the registration requirements of the U.S. Securities Act and all applicable state securities laws. Subject to certain limitations, B2Gold Common Shares may be resold outside the United States without registration under the U.S. Securities Act pursuant to Regulation S under the U.S. Securities Act.

The foregoing discussion is only a general overview of certain requirements of United States federal securities laws applicable to the B2Gold Common Shares and B2Gold Replacement Options to be issued in exchange for Common Shares or Options, as the case may be, pursuant to the Arrangement and the B2Gold Common Shares issuable upon exercise of the B2Gold Replacement Options. All holders of such securities are urged to consult with their own counsel to ensure that the resale of their securities complies with applicable securities legislation.

Stock Exchange Listings and Reporting Issuer Status

If the Arrangement is consummated, the Common Shares are expected to be de-listed from the TSX and NYSE Alternext as soon as practicable following the Effective Date. Central Sun will also seek to be deemed to have ceased to be a reporting issuer (or the equivalent) under the securities legislation of each of the provinces in Canada under which it is currently a reporting issuer (or the equivalent). In addition, B2Gold intends to make all necessary filings so that Central Sun will cease to be subject to reporting under the U.S. Exchange Act on or shortly following the Effective Date of the Arrangement and B2Gold does not anticipate that it will have to continue as a successor to Central Sun’s reporting obligations.

B2Gold has applied to have the B2Gold Common Shares issuable in exchange for Common Shares pursuant to the Arrangement listed and posted for trading on the TSX. Listing will be subject to B2Gold fulfilling all of the standard requirements of the TSX.

Treatment of Options

Notwithstanding the terms of the Option Plans, or the terms of any agreement evidencing the grant of any Options, pursuant to the Arrangement, at the Effective Time, each outstanding Option shall be exchanged for a B2Gold Replacement Option to acquire (on the same terms and conditions as the Option it replaces) B2Gold Common Shares, such that on exercise of each B2Gold Replacement Option, such holder shall be entitled to acquire a number of B2Gold Common Shares equal to the product of (A) the number of Common Shares subject to the Option held by the Optionholder immediately before the Effective Time, and (B) the Share Exchange Ratio, provided that if the foregoing would result in the issuance of a fraction of a B2Gold Common Share, then the number of B2Gold Common Shares otherwise issued on exercise of the B2Gold Replacement Option shall be rounded down to the nearest whole number of B2Gold Common Shares, and the exercise price per B2Gold Common Share of such B2Gold Replacement Option shall

be an amount (rounded up to the nearest one-hundredth of a dollar) equal to the quotient of (A) the exercise price per Common Share subject to such Option immediately before the Effective Time divided by (B) the Share Exchange Ratio provided that the exercise price otherwise determined shall be adjusted to the extent, if any, required to ensure that the In the Money Amount of the B2Gold Replacement Option immediately after the exchange does not exceed In the Money Amount of the exchanged Option immediately before the Effective Time. The terms of each B2Gold Replacement Option will be the same as the terms of the Option it is exchanged therefore pursuant to the applicable Option Plan and any agreement evidencing the grant thereof prior to the Effective Time, except as provided above and except that such B2Gold Replacement Option will be fully vested and will expire in accordance with the original term of the Option it replaced (it will not expire as a result of the Arrangement being a change of control).

Treatment of Warrants

After the Effective Date, under the terms of the Warrants, each whole Warrant outstanding on the Effective Date will entitle the holder thereof to receive upon exercise (on the same terms and conditions as were applicable to such Warrant immediately before the Effective Time) the number (rounded down to the nearest whole number) of B2Gold Common Shares equal to the product of: (A) the number of Common Shares subject to such Warrant immediately prior to the Effective Time and (B) the Share Exchange Ratio. No fractional B2Gold Common Shares will be issued to holders of Warrants on exercise of Warrants. If a holder of Warrants is entitled, on exercise of a Warrant, to receive a fractional B2Gold Common Share, the number of B2Gold Common Shares issuable to such holder of Warrants on exercise of a Warrant will be rounded down to the nearest whole number of B2Gold Common Shares.

From the Effective Time, in accordance with the terms of the Warrants, certificates representing Warrants which were outstanding on the Effective Date will represent rights to purchase B2Gold Common Shares on the basis set forth above. B2Gold will not issue new warrant certificates representing such rights.

Treatment of Central Sun Bonus Shares

There are currently 790,000 Central Sun Bonus Shares issued to Participants pursuant to the Central Sun Share Bonus Plan. The Central Sun Bonus Shares are Common Shares issued to Participants placed in escrow and held in escrow by Equity Transfer & Trust Company as escrow agent and which are released from escrow in accordance with a pre-established release schedule. Upon the Board determining that a change of control has occurred, the Board has the power to instruct the escrow agent to release the Central Sun Bonus Shares from escrow upon such change of control being effective. Under the terms of the Arrangement Agreement, the Central Sun Bonus Shares will therefore be released from escrow upon the occurrence of the Effective Time and Participants holding Central Sun Bonus Shares shall be entitled to receive B2Gold Common Shares in exchange for Central Sun Bonus Shares on the basis of the Share Exchange Ratio.

THE ARRANGEMENT AGREEMENT

On February 6, 2009, Central Sun and B2Gold entered into the Arrangement Agreement, a copy of which has been filed under the profile of Central Sun on SEDAR at www.sedar.com and may also be obtained free of charge, upon request to the Chief Financial Officer of Central Sun at 6 Adelaide Street East, Suite 500, Toronto, Ontario M5C 2H6 (Telephone: (416) 860-0919). The following description of certain material provisions of the Arrangement Agreement is a summary only, is not comprehensive and is qualified in its entirety by reference to the full text of the Arrangement Agreement. Shareholders are encouraged to read the Arrangement Agreement in its entirety.

Representations and Warranties

The Arrangement Agreement contains representations and warranties made by Central Sun to B2Gold and representations and warranties made by B2Gold to Central Sun. The assertions embodied in those representations and warranties were made, only to Central Sun and B2Gold, respectively, solely for purposes of the Arrangement Agreement and may be subject to important qualifications and limitations agreed to by the parties in connection with negotiating the terms of the Arrangement Agreement. Moreover, some of those representations and warranties are

subject to a contractual standard of materiality or Material Adverse Effect that may be different from that generally applicable to public disclosure by Central Sun to Shareholders, or are used for the purpose of allocating risk between the parties to the Arrangement Agreement. For the foregoing reasons, you should not rely on the representations and warranties contained in the Arrangement Agreement as statements of factual information at the time they were made or otherwise.

The representations and warranties provided by Central Sun in favour of B2Gold relate to, among other things:(i) the due incorporation, existence, capacity, authority, registration and licensing to conduct business of Central Sun and the Central Sun Subsidiaries; (ii) the capitalization of Central Sun; (iii) the execution, delivery and enforceability of the Arrangement Agreement, and the same not resulting in a violation, conflict with or the absence of default under third party agreements or at law; (iv) the directors of Central Sun having, among other things: (a) unanimously determined that the Consideration to be received by Shareholders is fair and that the Transaction is in the best interest of Central Sun; (b) received a written opinion from Macquarie that the Transaction is fair, from a financial point of view, to the Shareholders; (c) unanimously determined that the Transaction is in the best interests of the Shareholders and constitutes a “Superior Proposal” (as that term is defined in the letter agreement dated December 24, 2008 between Linear Gold and Central Sun); (d) unanimously resolved to recommend to Shareholders that they vote in favour of the Arrangement; and (e) unanimously authorized the entering into of the Arrangement Agreement, performing its obligations under it and proceeding with the Transaction; (v) Central Sun’s ownership of the Central Sun Subsidiaries; (vi) absence of defaults under contracts; (vii) absence of changes to Central Sun; (viiii) valid contracts and commitments; (ix) employee benefits and labour and employment law matters; (x) the financial statements and corresponding management’s discussion and analysis of Central Sun; (xi) the accuracy of books and records of Central Sun; (xii) the absence of claims or proceedings against Central Sun or the Central Sun Subsidiaries; (xiii) valid licenses; (xiv) title to the Central Sun Material Properties; (xv) mining rights in respect of the ore bodies and minerals located in the Central Sun Material Properties; (xvi) most recent estimated mineral resources and/or reserves at the Central Sun Material Properties; (xvii) operational matters; (xviii) insurance matters; (xix) environmental matters; (xx) the due payment of taxes and other tax matters; (xxi) tax proceedings: (xxii) pension and employee benefits; (xxiii) Central Sun’s reporting issuer status and stock exchange listings; (xxiv) Central Sun having made all required filings under applicable securities laws since January 1, 2004 and such filings not containing any untrue statement of material fact (xxv) compliance with laws; (xxvi) absence of restrictions on business activities; (xxvii) absence of cease trade orders against the securities of Central Sun; (xxviii) absence of registration rights; (xxix) no options on Central Sun assets; (xxx) absence of certain restrictive contracts; (xxxi) amounts related to working capital deficiencies and liabilities; (xxxii) absence of adverse changes; (xxxiii) no indebtedness with non arms length parties; (xxxiv) no agreements to merge; (xxxv) absence of significant transactions; (xxxvi) Central Sun’s internal controls and financial reporting; (xxxvii) disclosure of material contracts; (xxxviii) the absence of brokers’ commissions and fees; (xxxix) voting requirements; and (xl) full disclosure. These warranties are generally subject to the exceptions disclosed in the Central Sun Documents and certain additional exceptions as set out in the Central Sun Disclosure Letter.

The representations and warranties provided by B2Gold in favour of Central Sun relate to among other things: (i) the due incorporation, existence, capacity, authority, registration and licensing to conduct business of B2Gold and the B2Gold Subsidiaries; (ii) the capitalization of B2Gold; (iii) the execution, delivery and enforceability of the Arrangement Agreement, and the same not resulting in a violation, conflict with or the absence of default under third party agreements or at law; (iv) the directors of B2Gold having unanimously authorized the entering into of the Arrangement Agreement and the performance by B2Gold of its obligations thereunder; (v) B2Gold’s ownership of the B2Gold Subsidiaries; (vi) absence of defaults under contracts; (vii) absence of changes of B2Gold; (viii) valid contracts and commitments; (ix) employee benefits and labour and employment law matters; (x) the accuracy of books and records of B2Gold; (xi) the financial statements and corresponding management’s discussion and analysis of B2Gold; (xii) the absence of claims or proceedings against B2Gold or the B2Gold Subsidiaries; (xiii) valid licenses; (xiv) title to the B2Gold Material Properties; (xv) mining rights in respect of the ore bodies and minerals located in the B2Gold Material Properties; (xvi) most recent estimated mineral resources at the B2Gold Properties; (xvii) operational matters; (xviii) insurance matters; (xix) environmental matters; (xx) the due payment of taxes and other tax matters; (xxi) tax proceedings; (xxii) pension and employee benefits; (xxiii) B2Gold’s reporting issuer status and stock exchange listing; (xxiv) B2Gold having made all required filings under applicable securities laws since November 29, 2007 and such filings not containing any untrue statement of material fact or any omission to state a material fact; (xxv) compliance with laws; (xxvi) absence of restrictions on business activities; (xxvii) absence of cease trade orders against the

securities of B2Gold; (xxviii) absence of registration rights; (xxix) no options on B2Gold assets; (xxx) absence of certain restrictive covenants; (xxxi) amounts related to cash and liabilities; (xxxii) absence of adverse changes; (xxxiii) no indebtedness with non arms length parties; (xxxiv) no agreement to merge; (xxxv) absence of significant transactions; (xxxvi) B2Gold’s internal controls and financial reporting; (xxxvii)disclosure of material contracts; (xxxviii) the absence of brokers’ commissions or fees; (xxxix) the issuance of the B2Gold Common Shares in accordance with the Plan of Arrangement; and (xl) full disclosure. These warranties are generally subject to the exceptions disclosed in the B2Gold Documents and certain additional exceptions as set out in the B2Gold Disclosure Letter.

Covenants

Mutual Covenants

Each of Central Sun and B2Gold has covenanted under the Arrangement Agreement that, except for proxies and other non-substantive communications, B2Gold or Central Sun, as the case may be, will furnish promptly to the other, a copy of each notice, report, schedule or other document or communication delivered, filed or received by it in connection with the Arrangement Agreement, the Arrangement, the Interim Order or the Meeting or any other meeting at which all Shareholders are entitled to attend relating to special business, any filings made under applicable Law and any dealings or communications with any governmental entity, securities authority or stock exchange in connection with, or in any way affecting the Transaction.

Covenants of Central Sun

Central Sun has made certain other covenants in favour of B2Gold under the Arrangement Agreement, including among others to: (i) take all commercially reasonable lawful action to solicit proxies in favour of the Arrangement Resolution and the Stated Capital Reduction; (ii) not adjourn, postpone or cancel the Meeting, or propose to do so, except (a) if quorum is not present at the Meeting; (b) if required by applicable laws; (c) if required by the Shareholders; or (d) if otherwise agreed with B2Gold; (iii) provide B2Gold with a copy of any purported exercise of the Dissent Rights; (iv) prepare and file any mutually agreed amendments or supplements to the Proxy Circular, as required by the Interim Order and in accordance with applicable Laws; (v) and to cause the Central Sun Subsidiaries to, conduct business only in, and not take any action except in, the ordinary course of business and consistent with past practice; (vi) other than as set out in the Central Sun Disclosure Letter, as consented to by B2Gold, or as in the ordinary course of business, not: (a) issue any securities other than in connection with existing commitments; (b) other than pursuant to obligations or rights under existing contracts, agreement and commitments, sell, lease or otherwise dispose of, or allow encumbrance on, or permit the Central Sun Subsidiaries to sell, lease or otherwise dispose of any material property outside of the ordinary course of business; (c) amend the articles or by-laws of Central Sun or any Central Sun Subsidiary, the Option Plans or any terms of the Options or the Warrants; (d) split, combine or reclassify any of the Common Shares or any shares of the Central Sun Subsidiaries, or declare or pay any dividend or other distribution payable in cash, securities, property or otherwise with respect to the Common Shares or any shares of the Central Sun Subsidiaries; (e) redeem, purchase or offer to purchase, or permit any Central Sun Subsidiary to redeem, purchase or offer to purchase, any Common Shares, other than that pursuant to the Options Plans and instruments with respect to the Options or the Warrants outstanding; (f) except as permitted, accelerate the vesting of any unvesting Options or otherwise amend, vary or modify the Option Plans or any Options; (g) return capital to its shareholders or repay any indebtedness for borrowed money before its due, with certain exceptions; (h) reorganize, amalgamate or merge Central Sun or any Central Sun Subsidiary with any other Person, partnership, company, or similar entity; (i) acquire or agree to acquire any corporation or other entity or permit any Central Sun Subsidiary to acquire or agree to acquire any corporation or other entity; (j) satisfy any claim or dispute, relinquish any contractual rights or enter into any interest rate currency or commodity swaps, hedges, caps, collars or forward sales; (k) provide guarantees for borrowed money or become committed for any indebtedness for borrowed money; (l) make any changes to the existing accounting practices of Central Sun or make any material tax election inconsistent with past practice; (m) enter into or modify in any material respect any agreements or arrangements or take any other action that would reasonably be expected to materially adversely affect the value of the assets or the shares of Central Sun or any of the Central Sun Subsidiaries; (n) enter into or amend any agreements, arrangements or transactions with any related entity; or (o) enter into new commitments of a capital expenditure nature or incur any new liabilities other than ordinary course expenditures for

budgeted expenditures, expenditures required by law, expenditures made in connection with the Transaction, and such expenses which have been jointly approved by B2Gold and Central Sun; (vii) not enter into or modify any employment, consulting, severance, collective bargaining or similar agreement; (viii) use commercially reasonable efforts to cause insurance policies not be cancelled or terminated; (ix) refrain from taking any action inconsistent with the provisions of the Arrangement Agreement; (x) not, and not cause the Central Sun Subsidiaries to, enter into, renew or modify any material contract, except as may be necessary to complete the Arrangement; (xi) use commercially reasonable efforts to satisfy all conditions precedent and cause to be satisfied all other things necessary or advisable under applicable Laws to complete the Transaction; (xii) keep B2Gold fully informed; (xiii) make all necessary filings and applications under all applicable application Laws in connection with the Transaction; (xiv) use commercially reasonable efforts to conduct its affairs so that all of the representations and warranties of Central Sun in the Arrangement Agreement will be true and correct on the Effective Date; (xv) make available to B2Gold information related to Central Sun; (xvi) execute all necessary closing documents; (xvii) use commercially reasonable efforts to complete the Arrangement prior to the Completion Deadline; (xviii) not make any payments or commit to make any payments to reactivate construction and development of the Orosi Mine, without the prior written consent of B2Gold, such consent not be unreasonably withheld; (xix) take all necessary steps to cause the Central Sun Bonus Shares to be released from escrow upon the Effective Time; (xx) not repay, extend, or amend any terms of the existing loan owed by Central Sun to a third party; and (xxi) not release any third party from any confidentiality or standstill agreement to which Central Sun and such third party are parties.

Covenants of B2Gold

B2Gold has made certain other covenants in favour of Central Sun under the Arrangement Agreement, including among others to: (i) in a timely and expeditious manner take all actions necessary in connection with the Agreement; (ii) provide to Central Sun all information and third party consents as may be reasonably requested by Central Sun for inclusion in the Proxy Circular and any amendments; (iii) if required, apply for the Final Order jointly with Central Sun; (iv) provide Central Sun copies of documentation relating to the Arrangement; (v) other than as set out in the B2Gold Disclosure Letter, as consented to by Central Sun, or as in the ordinary course of business, not: (a) issue any shares of, or any convertible securities or rights of any kind to acquire any shares of B2Gold, other than the issue of B2Gold Common Shares pursuant to the exercise of B2Gold Options, the B2Gold Warrants, the issuance of B2Gold Options or the issuance of B2Gold Common Shares upon exercise; (b) sell, lease or dispose of, or allow any encumbrance on any material property or assets; (c) amend the articles or by-laws of B2Gold or any B2Gold Subsidiary; (d) split, combine or reclassify any of the B2Gold Common Shares or any shares of the B2Gold Subsidiaries, or declare or pay any dividend or other distribution payable in cash, securities, property or otherwise with respect to the B2Gold Common Shares or any shares of the B2Gold Subsidiaries; (e) redeem, purchase or offer to purchase, or permit any B2Gold Subsidiary to redeem, purchase or offer to purchase, any B2Gold Common Shares, other than that pursuant to the B2Gold Option Plan and instruments with respect to the B2Gold Options or the B2Gold Warrants outstanding; (f) return capital to its shareholders or repay any indebtedness for borrowed money before its due; (g) reorganize, amalgamate, arrange or merge B2Gold or any B2Gold Subsidiary with any other Person; (h) acquire or agree to acquire any corporation or other entity or permit any B2Gold Subsidiary to acquire or agree to acquire any corporation or other entity; (i) satisfy any claim or dispute or relinquish any contractual rights or enter into any interest rate currency or commodity swaps, hedges, caps, collars or other forward sales; (j) except in relation to indebtedness not exceeding $2 million, provide guarantees for borrowed money or become committed for any indebtedness for borrowed money; (k) enter into or modify in any material respect any agreement or arrangements or take any other action that would reasonably be expected to have a Material Adverse Effect on B2Gold; or (l) make any changes to the existing accounting practices of B2Gold or make any material tax election inconsistent with past practice; (vi) use commercially reasonable efforts to cause insurance policies not be cancelled or terminated; (vii) refrain from taking any action inconsistent with the provisions of the Arrangement Agreement; (viii) use commercially reasonable efforts to satisfy all conditions precedent and cause all other things necessary or advisable under applicable Laws to complete the Transaction; (ix) keep Central Sun fully informed; (x) make all necessary filings and applications under all applicable application Laws in connection with the Transaction; (xi) make available to Central Sun information related to B2Gold; (xii) execute all necessary closing documents; (xiii) take all necessary actions to create and issue options to purchase B2Gold Common Shares to replace the Options; (xiv) upon the exercise of the Warrants, will issue B2Gold Common Shares based on the Share Exchange Ratio and cause Central Sun to pay any or all Dissenting Holders the value of their Common Shares; (xv) take all actions reasonably necessary to cause the B2Gold

Common Shares to be issued as contemplated in the Plan of Arrangement, including the B2Gold Common Shares issuable upon exercise of the Warrants, to be listed and posted for trading on the TSX; (xvi) take all necessary actions to obtain the resignations necessary from B2Gold’s current directors and appoint two nominees of Central Sun to B2Gold’s board of directors effective upon completion of the Plan of Arrangement; (xvii) use commercially reasonable efforts to complete the Arrangement prior to the Completion Deadline; (xviii) following the effective time, cause Central Sun to honour the terms of all employment or consulting agreements to which Central Sun is a party; and (xix) following the Effective Time, B2Gold shall allocate funds and operational resources necessary for development activities and recommencement of production at the Orosi mine, as a priority.

Conditions Precedent to the Arrangement

Mutual Conditions Precedent

The Arrangement Agreement provides that the obligations of the parties to complete the Arrangement are subject to the fulfillment, at or before the Effective Time, of each of the following conditions precedent, each of which may only be waived with the mutual consent of the parties: