U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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, 2015
|
Commission File Number:
001-35936
|
______________________
B2Gold Corp.
(Exact name
of registrant as specified in its charter)
British Columbia
|
1040
|
Not Applicable
|
(Province or Other Jurisdiction of
|
(Primary Standard Industrial Classification
|
(I.R.S. Employer
|
Incorporation or Organization)
|
Code)
|
Identification No.)
|
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:
|
Common Shares, no par value
|
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
|
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:
As of December 31, 2015, there were 927,073,436
common shares outstanding.
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, us, our
or the Company) is a Canadian corporation that is permitted, under a
multijurisdictional disclosure system adopted by the United States, to prepare
this Annual Report on Form 40-F (Annual Report) pursuant to Section 13 of the
Securities Exchange Act of 1934, as amended (the Exchange Act), in accordance
with disclosure requirements in effect in Canada, which are different from those
of the United States.
FORWARD LOOKING STATEMENTS
This Annual Report and the
Exhibits incorporated by reference herein contain forward-looking information
and forward-looking statements within the meaning of applicable Canadian and
U.S. securities laws, respectively, which may include, but are not limited to,
statements with respect to possible events, conditions, acquisitions, or results
of operations that are based on assumptions about future conditions and courses
of action and include future oriented financial information with respect to
prospective results of operations, financial position or cash flows that is
presented either as a forecast or a projection, and also include, but are not
limited to, statements with respect to our future financial and operating
performance and estimates of reserves and resources. Often, but not always,
forward-looking statements can be identified by the use of words such as
plans, proposes, expects, is expected, budget, scheduled,
estimates, forecasts, projects, intends, targets, aims,
anticipates, or believes or variations (including negative variations) of
such words or phrases, or statements that certain actions, events or results
may, could, would, might or will be taken, occur or be achieved.
Forward-looking statements
involve known and unknown risks, uncertainties and other factors which may cause
our actual results, performance or achievements to be materially different from
any future results, performance or achievements expressed or implied by the
forward-looking statements. As a result, actual actions, events or results may
differ materially from those described in the forward-looking statements, and
there may be other factors that cause actions, events or results to differ from
those anticipated, estimated or intended including, without limitation, those
referred to in our Annual Information Form (incorporated by reference as Exhibit
99.1 to this Annual Report) under the heading Risk Factors and elsewhere.
Although forward-looking
statements contained in the Exhibits incorporated by reference into this Annual
Report are based upon what our management believes are reasonable assumptions,
we cannot assure investors that actual results will be consistent with the
forward-looking statements. Our forward-looking statements contained in the
Exhibits incorporated by reference into this Annual Report are made as of the
respective dates set forth in such Exhibits. In preparing this Annual Report, we
have not updated such forward-looking statements to reflect any change in
circumstances or in managements beliefs, expectations or opinions that may have
occurred prior to the date hereof, and we disclaim any obligation to update any
forward-looking statement, whether as a result of new information, future events
or results or otherwise, except as required by law. There can be no assurance
that forward-looking statements will prove to be accurate, as actual results and
future events could differ materially from those anticipated. Accordingly,
investors should not place undue reliance on forward-looking statements due to
the inherent uncertainty therein.
RESOURCE AND RESERVE ESTIMATES
Unless otherwise indicated, all
resource and reserve estimates included in the documents incorporated by
reference into this Annual Report have been prepared in accordance with Canadian
National Instrument 43-101 (NI 43-101) and the Canadian Institute of Mining
and Metallurgy Classification System. NI 43-101 is a rule developed by the
Canadian securities administrators, which establishes standards for all public
disclosure an issuer makes of scientific and technical information concerning
mineral projects. Canadian standards, including NI 43-101, differ significantly
from the requirements of the United States Securities and Exchange Commission
(the SEC), and resource information contained in the documents incorporated by
reference into this Annual Report may not be comparable to similar information
disclosed by U.S. companies. In particular, and without limiting the generality
of the foregoing, the term resource does not equate to the term reserves.
Under U.S. standards, mineralization may not be classified as a reserve unless
the determination has been made that the mineralization could be economically
and legally produced or extracted at the time the reserve determination is made.
The SECs disclosure standards normally do not permit the inclusion of
information concerning measured mineral resources, indicated mineral
resources or inferred mineral resources or other descriptions of the amount
of mineralization in mineral deposits that do not constitute reserves by U.S.
standards in documents filed with the SEC. U.S. investors should also understand
that inferred mineral resources have a great amount of uncertainty as to their
existence and great uncertainty as to their economic and legal feasibility. It
cannot be assumed that all or any part of an inferred mineral resource will
ever be upgraded to a higher category. Under Canadian rules, estimated inferred
mineral resources may not form the basis of feasibility or pre-feasibility
studies except in rare cases. Investors are cautioned not to assume that all or
any part of an inferred mineral resource exists or is economically or legally
mineable. Further, while NI 43-101 permits companies to disclose economic
projections contained in preliminary economic assessments and pre-feasibility
studies, which are not based on "reserves", U.S. companies are not normally
permitted to disclose economic projections for a mineral property in their SEC
filings prior to the establishment of "reserves." Disclosure of contained
ounces in a resource is permitted disclosure under Canadian regulations;
however, the SEC normally only permits issuers to report mineralization that
does not constitute reserves by SEC standards as in-place tonnage and grade
without reference to unit measures. The requirements of NI 43-101 for
identification of reserves are also not the same as those of the SEC, and
reserves reported by the Company in compliance with NI 43-101 may not qualify as
reserves under SEC standards. In addition, the documents incorporated by
reference in this Annual Report may include information regarding adjacent or
nearby properties on which we have no right to mine. The SEC does not normally
allow U.S. companies to include such information in their filings with the SEC.
Accordingly, information concerning mineral deposits set forth herein may not be
comparable with information made public by companies that report in accordance
with United States standards.
DIFFERENCES IN UNITED STATES AND CANADIAN REPORTING
PRACTICES
We prepare our financial
statements, which are filed with this report on Form 40-F, in accordance with
International Financial Reporting Standards as issued by the International
Accounting Standards Board, and are subject to Canadian auditing and auditor
independence standards and the standards of the Public Company Accounting
Oversight Board (United States). Accordingly, our financial statements may not
be comparable to financial statements of the United States companies.
NYSE MKT STATEMENT OF CORPORATE GOVERNANCE
DIFFERENCES
As a Canadian corporation listed
on the NYSE MKT LLC (the NYSE MKT) and a foreign private issuer under the
Exchange Act, we are permitted to follow our home country practice in lieu of
certain NYSE MKT corporate governance standards. In order to claim these
exemptions, Section 110 of the NYSE MKT Company Guide requires us to provide to
the NYSE MKT written certification from independent Canadian counsel that the
non-complying practice is not prohibited by Canadian law. In addition, we must
disclose the significant differences between our corporate governance practices
and those U.S. domestic issuers are required to follow under the NYSE MKT
corporate governance standards. Except as set forth below, we are in compliance
with NYSE MKT corporate governance standards.
Section 123 of the NYSE MKT
Company Guide recommends that the minimum quorum requirement for a meeting of
shareholders is 33 1/3 % of the outstanding common shares. In addition, Section
123 requires that an issuer listed on NYSE MKT state its quorum requirement in
its bylaws. We follow Canadian laws with respect to quorum requirements. Our
quorum requirement is set forth in our articles, which provide that a quorum for
the transaction of business at any meeting of shareholders is two shareholders
present in person or represented by proxy who hold at least 5% of the issued
common shares entitled to vote at the meeting.
The NYSE MKT Company Guide
requires that the solicitation of proxies and delivery of proxy statements for
all shareholder meetings be solicited pursuant to a proxy statement that
conforms to the proxy rules of the SEC. We solicit proxies in accordance with
the British Columbia
Business Corporations Act
, applicable Canadian
securities laws and the rules and policies of the Toronto Stock Exchange, which
may differ in certain respects from the proxy rules of the SEC.
The NYSE MKT Company Guide
requires a listed company to obtain the approval of its shareholders for certain
types of securities issuances, including private placements that may result in
the issuance of common shares (or securities convertible into common shares)
equal to 20% or more of presently outstanding shares for less than the greater
of book or market value of the shares. In general, there is no such requirement
under British Columbia law or under the rules of the Toronto Stock Exchange
unless the transaction results in a change of control. We will seek a waiver
from NYSE MKTs shareholder approval requirements in circumstances where the
securities issuance does not trigger such a requirement under British Columbia
law or under the rules of the Toronto Stock Exchange.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents, or the
portions thereof indicated below, that are filed as exhibits to this Annual
Report, are incorporated herein by reference.
|
|
Annual Information Form of the Company for the year ended
December 31, 2015;
|
|
|
|
|
|
Managements Discussion and Analysis of the Company for
the year ended December 31, 2015; and
|
|
|
|
|
|
Audited Annual Consolidated Financial Statements for the
year ended December 31, 2015 and notes thereto, together with the report
of auditors thereon.
|
CONTROLS AND PROCEDURES
Information regarding our
disclosure controls and procedures, internal control over financial reporting
and changes in internal control over financial reporting is included in the
Management Discussion and Analysis incorporated herein by reference to Exhibit
99.3, under the heading Disclosure Controls and Internal Control Over Financial
Reporting.
Our independent registered public
accounting firm, PricewaterhouseCoopers LLP has audited our managements
assessment of our internal control over financial reporting.
PricewaterhouseCoopers LLPs report is located with our Audited Annual
Consolidated Financial Statements, which are incorporated herein by reference to
Exhibit 99.2.
NOTICES PURSUANT TO REGULATION BTR
There were no notices required by
Rule 104 of Regulation BTR that the Company sent during the year ended December
31, 2015 concerning any equity security subject to a blackout period under Rule
101 of Regulation BTR.
CODE OF ETHICS
We have adopted a code of
business conduct and ethics that applies to all of our directors, officers and
employees. A copy of the code of business conduct and ethics was previously
filed with the Securities and Exchange Commission and is posted on our website
at
http://www.b2gold.com/corporate/governance/.
AUDIT COMMITTEE AND AUDITOR INFORMATION
We have a separately-designated
standing audit committee established in accordance with section 3(a)(58)(A) of
the Exchange Act. The following information is included in the Audit
CommitteeComposition of the Audit Committee, Audit CommitteePre-Approval
Policies and Procedures and Audit CommitteeExternal Auditor Service Fees
sections of our Annual Information Form, which are incorporated herein by
reference to Exhibit 99.1:
|
|
Information regarding our Audit Committee
composition, independence, audit committee financial expert and
pre-approval policies and procedures; and
|
|
|
Information regarding fees billed by our
principal accountants for each of the last two fiscal years.
|
OFF-BALANCE SHEET ARRANGEMENTS
The Company has no off-balance
sheet arrangements.
TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS
The following table lists as of
December 31, 2015 information with respect to our known contractual obligations.
|
|
Payments due by
period (in thousands of dollars)
|
|
|
|
|
|
|
Less than
|
|
|
|
|
|
|
|
|
More than
|
|
Contractual Obligations
|
|
Total
|
|
|
1 year
|
|
|
1 3 years
|
|
|
3 5 years
|
|
|
5 years
|
|
Convertible Senior
Subordinated Notes
|
|
283,977
|
|
|
8,409
|
|
|
275,568
|
|
|
-
|
|
|
-
|
|
Revolving Corporate Credit Facility
|
|
254,771
|
|
|
8,785
|
|
|
17,570
|
|
|
228,416
|
|
|
-
|
|
Equipment Loans/Finance
Obligations
|
|
28,575
|
|
|
9,508
|
|
|
17,171
|
|
|
1,896
|
|
|
-
|
|
Purchase Obligations
|
|
90,595
|
|
|
87,451
|
|
|
3,144
|
|
|
-
|
|
|
-
|
|
Derivative instruments at
fair value
|
|
29,586
|
|
|
10,618
|
|
|
18,968
|
|
|
-
|
|
|
-
|
|
Mine restoration
provisions
(undiscounted)
(1)
|
|
67,482
|
|
|
483
|
|
|
1,723
|
|
|
18,065
|
|
|
47,211
|
|
Employee benefits obligation
|
|
7,476
|
|
|
662
|
|
|
1,324
|
|
|
4,531
|
|
|
959
|
|
Other long-term liabilities
|
|
9,500
|
|
|
6,000
|
|
|
3,500
|
|
|
-
|
|
|
-
|
|
Total
|
|
771,962
|
|
|
131,916
|
|
|
338,968
|
|
|
252,908
|
|
|
48,170
|
|
(1)
|
We accrue mine restoration provisions over the life of
our mining operations and amounts shown are estimated expenditures in the
indicated years at their undiscounted values.
|
We are currently party to certain gold
forward and fuel forward contracts which are described in notes 15 and 16 to the
audited annual consolidated financial statements included as Exhibit 99.2.
MINE SAFETY DISCLOSURE
We do not operate any mine in the
United States and have no mine safety incidents to report for the year ended
December 31, 2015.
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.
|
|
/s/ Mike Cinnamond
|
Name: Mike Cinnamond
|
Title: Sr. Vice President of Finance & Chief
|
Financial Officer
|
Date: March 30, 2016
EXHIBIT INDEX
The following documents are being filed with the SEC as
exhibits to this Annual Report on Form 40-F.
B2Gold (AMEX:BTG)
Historical Stock Chart
From Mar 2024 to Apr 2024
B2Gold (AMEX:BTG)
Historical Stock Chart
From Apr 2023 to Apr 2024