Appointment of Agent for Service of Process and Undertaking (f-x)
December 11 2015 - 5:02PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM F-X
APPOINTMENT OF AGENT FOR SERVICE OF
PROCESS AND
UNDERTAKING
A. |
Name of issuer or person filing (Filer): B2Gold
Corp. |
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B. |
(1) |
This is (check one): |
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[ x ] |
An original filing for the Filer. |
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[ ] |
An amended filing for the Filer. |
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(2) |
Check the following box if you are filing the Form F-X in
paper in accordance with Regulation S- T Rule
101(b)(9) [ ] |
C. |
Identify the filing in conjunction with which this form
is being filed: |
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Name of registrant: |
B2Gold Corp. |
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Form type: |
Form F-10 |
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File number (if known): |
333-208506 |
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Filed by: |
B2Gold Corp. |
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Date filed (if filed concurrently, so indicate): |
December 11, 2015 (filed concurrently)
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D. |
The Filer is incorporated or organized under the laws of
British Columbia, Canada, and has its principal place of business
at Suite 3100, Three Bentall Centre, 595 Burrard Street, Vancouver,
British Columbia, Canada V7X 1J1; telephone (604) 681-8371. |
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E. |
Filer designates and appoints DL Services Inc.
(Agent), located at Columbia Center, 701 Fifth Avenue, Suite
6100, Seattle, Washington 98104; telephone (206) 903-8800 as the agent
of the Filer upon whom may be served any process, pleadings, subpoenas, or
other papers in: |
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(a) |
any investigation or administrative proceeding conducted
by the Commission; and |
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(b) |
any civil suit or action brought against the Filer or to
which the Filer has been joined as defendant or respondent, in any
appropriate court in any place subject to the jurisdiction of any state or
of the United States, or of any of its territories or possessions or of
the District of Columbia, where the investigation, proceeding or cause of
action arises out of or relates to or concerns (i) any offering made or
purported to be made in connection with the securities registered or
qualified by the Filer on Form F-10 on December 11, 2015 or any purchases
or sales of any security in connection therewith; (ii) the securities in
relation to which the obligation to file an annual report on Form 40-F
arises, or any purchases or sales of such securities; (iii) any tender
offer for the securities of a Canadian issuer with respect to which
filings are made by the Filer with the Commission on Schedule 13E-4F,
14D-1F or 14D-9F; or (iv) the securities in relation to which the Filer
acts as trustee pursuant to an exemption under Rule 10a-5 under the Trust
Indenture Act of 1939. The Filer stipulates and agrees that any such civil
suit or action or administrative proceeding may be commenced by the
service of process upon, and that the service of an administrative
subpoena shall be effected by service upon such agent for service of
process, and that the service as aforesaid shall be taken and held in all
courts and administrative tribunals to be valid and binding as if personal
service thereof had been made. |
F. |
The Filer stipulates and agrees to appoint a successor
agent for service of process and file an amended Form F-X if the Filer
discharges the Agent or the Agent is unwilling or unable to accept service
on behalf of the Filer at any time until six years have elapsed
from the date the issuer of the securities to which the Form F-10 relates
has ceased reporting under the Exchange Act. |
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The Filer further undertakes to advise the Commission
promptly of any change to the Agents name or address during the
applicable period by amendment of this form, referencing the file number
of the relevant form in conjunction with which the amendment is being
filed. |
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G. |
The Filer undertakes to make available, in person or by
telephone, representatives to respond to inquiries made by the Commission
staff, and to furnish promptly, when requested to do so by the Commission
staff, information relating to: the Form F-10; the securities to which the
Form F-10 relates; and the transactions in such
securities. |
SIGNATURES
The Filer certifies that it has
duly caused this power of attorney, consent, stipulation and agreement to be
signed on its behalf by the undersigned, thereunto duly authorized, in
Vancouver, British Columbia, Canada, on December 11, 2015.
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B2GOLD CORP. |
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By: |
/s/ Roger Richer |
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Name: |
Roger Richer |
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Title: |
Executive Vice President, General Counsel and
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Secretary |
This statement has been signed by the
following person in the capacity indicated on December 11, 2015.
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DL SERVICES INC. |
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as Agent for Service of Process for
B2Gold Corp. |
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By: |
/s/ Sheri Berndt-Smith |
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Name: |
Sheri Berndt-Smith |
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Title: |
Vice President |
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