Transaction Steps. 4.1 Scheme (a) CGA must propose the Scheme to CGA Shareholders. (b) If the Scheme becomes Effective, then on the Implementation Date: (i) all of the CGA Shares held by Scheme Participants on the Record Date will be transferred to B2Gold; (ii) in exchange, each Scheme Participant will be paid the Scheme Consideration for each CGA Share held by them at the Record Date; (iii) for certainty, the transfer of the CGA Shares by an Eligible Holder in exchange for the Scheme Consideration will occur on a tax-deferred basis pursuant to section 85 of the Canadian Tax Act and any other relevant provincial or territorial legislation; and (iv) B2Gold will ensure that each holder of CGA Options that has agreed to the cancellation of his or her CGA Options will be paid the Cancellation Consideration in respect of the CGA Options held by him or her and that those CGA Options will be cancelled.
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