Amended Annual Report (foreign Private Issuer) (40-f/a)
July 28 2014 - 6:01AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________
AMENDMENT NO. 1
TO
FORM 40-F
[ ] Registration statement
pursuant to Section 12 of the Securities Exchange Act of 1934
or
[ X ] Annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934
For the fiscal year ended
December 31, 2013
Commission File Number
001-35936
B2Gold Corp.
(Exact name
of registrant as specified in its charter)
British Columbia, Canada
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1040
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N/A
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(Province or Other Jurisdiction of
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(Primary Standard Industrial Classification
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(I.R.S. Employer
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Incorporation or Organization)
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Code Number)
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Identification Number)
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595 Burrard Street, Suite 3100
Vancouver, British Columbia V7X 1J1
(604) 601-2962
(Address and telephone number of registrants principal executive
offices)
DL Services, Inc.
Columbia
Center
701 Fifth Avenue, Suite 6100
Seattle, WA 98104-7043
(206)
903-8800
(Name, address (including zip code) and telephone number
(including area code) of agent for service in the United States)
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class:
|
Name of Each Exchange On Which
Registered:
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Common Shares, no par value
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NYSE MKT LLC
|
Securities registered pursuant to Section 12(g) of the Act:
None
Securities for which there is a reporting obligation pursuant to
Section 15(d) of the Act:
None
For annual reports, indicate by check mark the information filed
with this form:
[ X ] Annual Information Form
|
[ X ] Audited Annual Financial Statements
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Indicate the number of outstanding shares of each of the
registrants classes of capital or common stock as of the close of the period
covered by the annual report:
674,719,721 common shares
Indicate by check mark whether the registrant: (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Exchange Act during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports); and (2) has been subject to such filing
requirements for the past 90 days.
[ X ] Yes [ ] No
Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation
S-T (§232.405 of this chapter) during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such
files).
[ ] Yes [ ] No
EXPLANATORY NOTE
B2Gold Corp. (we or the
Company) is filing this Amendment No. 1 (the Amendment to Form 40-F) to the
Annual Report on Form 40-F (the Original Form 40-F) for the fiscal year ended
December 31, 2013 to attach hereto as Exhibits 99.2 and 99.3, respectively, the
Companys Audited Annual Consolidated Financial Statements and Managements
Discussion and Analysis for the year ended December 31, 2013.
This Amendment to Form 40-F does
not reflect any events that have occurred after the Original Form 40-F was
filed.
UNDERTAKINGS
We undertake to make available,
in person or by telephone, representatives to respond to inquiries made by the
SEC staff, and to furnish promptly, when requested to do so by the SEC staff,
information relating to the securities registered pursuant to Form 40-F; the
securities in relation to which the obligation to file an annual report on Form
40-F arises; or transactions in said securities.
CONSENT TO SERVICE OF PROCESS
We have previously filed with the
SEC a written consent to service of process and power of attorney on Form F-X.
Any change to the name or address of our agent for service shall be communicated
promptly to the SEC by amendment to the Form F-X referencing our file number.
SIGNATURES
Pursuant to the requirements of
the Exchange Act, the Company certifies that it meets all of the requirements
for filing on Form 40-F and has duly caused this Annual Report to be signed on
its behalf by the undersigned, thereunto duly authorized.
B2GOLD CORP.
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/s/ Michael Cinnamond
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Name: Michael Cinnamond
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Title: Sr. Vice President of Finance & Chief Financial
Officer
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Date: July 25, 2014
EXHIBIT INDEX
The following documents are being filed with the SEC as
exhibits to this Annual Report on Form 40-F.
*
|
Previously filed with the Companys Original
Form 40-F as filed with the Securities and Exchange Commission on April 1,
2014
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