As filed with the Securities and Exchange Commission on
December 23, 2015.
Registration No.
333-208506 |
|
U.S. SECURITIES AND
EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________________________
Amendment No. 1
to
Form F-10
REGISTRATION
STATEMENT UNDER
THE SECURITIES ACT OF 1933
___________________________________
B2Gold Corp.
(Exact name of Registrant as specified in its charter)
British Columbia, Canada |
1040 |
n/a |
(Province or other Jurisdiction of |
(Primary Standard Industrial
Classification |
(I.R.S. Employer Identification Number, if
|
Incorporation or Organization) |
Code Number) |
any) |
Suite 3100, Three Bentall Centre |
595 Burrard Street |
Vancouver, British Columbia, Canada, V7X 1J1
|
(604) 681-8371 |
(Address and telephone number of Registrants
principal executive offices) |
|
DL Services, Inc. |
701 Fifth Avenue, Suite 6100 |
Seattle, Washington 98104 |
(206) 903-8800 |
(Name, address (including zip code) and telephone
number (including area code) of agent for service in the United States)
|
___________________________________ |
|
With a copy to: |
Christopher L. Doerksen |
Dorsey & Whitney LLP |
701 Fifth Avenue |
Suite 6100 |
Seattle, Washington 98104 |
(206) 903-8800 |
___________________________________ |
|
Approximate date of commencement of proposed sale to
the public: |
From time to time after the effective date of this
Registration Statement. |
|
|
Province of British Columbia, Canada |
(Principal jurisdiction regulating this offering)
|
___________________________________ |
It is proposed that this filing shall become
effective (check appropriate box below): |
A. |
[ ] upon filing with the Commission, pursuant to Rule
467(a) (if in connection with an offering being made contemporaneously in
the United States and Canada). |
B. |
[X] at some future date (check appropriate box
below) |
|
1. |
[ ] pursuant to Rule 467(b) on ( ) at ( ) (designate a
time not sooner than seven calendar days after filing). |
|
2. |
[ ] pursuant to Rule 467(b) on ( ) at ( ) (designate a
time seven calendar days or sooner after filing) because the securities
regulatory authority in the review jurisdiction has issued a receipt or
notification of clearance on ( ). |
|
3. |
[ ] pursuant to Rule 467(b) as soon as practicable after
notification of the Commission by the Registrant or the Canadian
securities regulatory authority of the review jurisdiction that a receipt
or notification of clearance has been issued with respect
hereto. |
|
4. |
[X] after the filing of the next amendment to this Form
(if preliminary material is being filed). |
If any of the securities being
registered on this form are to be offered on a delayed or continuous basis
pursuant to the home jurisdictions shelf prospectus offering procedures, check
the following box. [X]
___________________________________
The Registrant hereby amends this Registration Statement on
such date or dates as may be necessary to delay its effective date until the
Registration Statement shall become effective as provided in Rule 467 under the
Securities Act of 1933 or on such date as the Commission, acting pursuant to
Section 8(a) of the Act, may determine.
PART I
INFORMATION REQUIRED TO BE DELIVERED TO OFFEREES OR
PURCHASERS
I-1
A copy of this preliminary short form base shelf prospectus has been filed with the securities regulatory authorities in each of the provinces of
Canada, but has not yet become final for the purpose of the sale of securities. Information contained in this preliminary short
form base shelf prospectus may not be complete and may have to be amended. The securities may not be sold until a receipt for the short form base
shelf prospectus is obtained from the securities regulatory authorities.
No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise. This preliminary short
form base shelf prospectus has been filed under legislation in each of the provinces of Canada that permits certain
information about these securities to be determined after this prospectus has become final and that permits the omission from this prospectus of
that information. The legislation requires the delivery to purchasers of a prospectus supplement containing the omitted information within a
specified period of time after agreeing to purchase any of these securities.
Information has been incorporated by reference in this
preliminary short form base shelf prospectus from documents
filed with securities commissions or similar authorities in Canada.
Copies of the documents incorporated herein by reference
may be obtained on request, without charge, from the Corporate
Secretary of B2Gold Corp. at Suite 3100, Three Bentall Centre, 595
Burrard Street, Vancouver, British Columbia, Canada V7X 1J1, telephone (604)
681-8371 and are also available electronically at www.sedar.com.
AMENDED AND RESTATED PRELIMINARY SHORT FORM BASE SHELF PROSPECTUS
(AMENDING AND RESTATING THE PRELIMINARY SHORT FORM BASE SHELF PROSPECTUS DATED DECEMBER 11,
2015)
New Issue |
December 23, 2015 |
B2GOLD CORP.
US$300,000,000
Debt
Securities
Warrants
Subscription Receipts
Units
Common Shares
B2Gold Corp. (“B2Gold” or the “Company”) may offer and sell, from time to time, debt securities (“Debt Securities”), warrants to purchase common shares of the Company (“Warrants”), subscription receipts (“Subscription Receipts”) or common shares of the Company (“Common Shares”) or any combination of such securities (“Units”) (all of the foregoing collectively, the “Securities) up to an aggregate initial offering price of US$300,000,000 (or its equivalent in Canadian dollars) during the 25-month period that this amended and restated short form base shelf prospectus (the “Prospectus”), including any amendments hereto, remains effective. Securities may be offered in amounts, at prices and on terms to be determined based on market conditions at the time of sale and set forth in an accompanying prospectus supplement (a “Prospectus Supplement”). In addition, Securities may be offered and issued in consideration for the acquisition of other businesses, assets or securities by us or one of our subsidiaries. The consideration for any such acquisition may consist of any of the Securities separately, a combination of Securities or any combination of among other things, Securities, cash and assumption of liabilities.
Investing in the Securities involves significant risks.
Prospective investors should carefully consider the risk factors described under
the heading Risk Factors and elsewhere in this Prospectus and in the documents
incorporated by reference in this Prospectus.
This offering is made by a Canadian issuer that is permitted
under a multijurisdictional disclosure system adopted by the United States to
prepare this Prospectus in accordance with Canadian disclosure requirements.
Prospective investors should be aware that such requirements are different from
those applicable to issuers in the United States. Financial statements
incorporated herein by reference have been prepared in accordance with
International Financial Reporting Standards, as issued by the International
Accounting Standards Board (IFRS), and thus may not be comparable to financial
statements of United States companies.
Prospective investors should be aware that the acquisition
of the Securities may have tax consequences both in the United States and in
Canada. Such consequences for investors who are resident in, or citizens of, the
United States or who are resident in Canada may not be described fully herein or
in any applicable Prospectus Supplement. Prospective investors should read the
tax discussion contained in the applicable Prospectus Supplement with respect to
a particular offering of Securities and consult their own tax advisors with
respect to their own particular circumstances.
The enforcement by investors of civil liabilities under the
U.S. federal securities laws may be affected adversely by the fact that the
Company is incorporated or organized under the laws of British Columbia, Canada,
that the majority of the Companys officers and directors and some or all of the
experts named in this Prospectus are residents of a country other than the
United States, and that a substantial portion of the assets of the Company and
said persons are located outside the United States.
Neither the United States Securities and Exchange Commission
(the SEC) nor any state securities regulator has approved or disapproved of
the Securities offered hereby, passed upon the accuracy or adequacy of this
Prospectus or determined if this Prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.
No underwriter has been involved in the preparation of this
Prospectus or performed any review of the content of this Prospectus.
The specific terms of the Securities with respect to a
particular offering will be set out in the applicable Prospectus Supplement and
may include, where applicable (i) in the case of Common Shares, the number of
Common Shares offered, the offering price, whether the Common Shares are being
offered for cash, and any other terms specific to the Common Shares being
offered, (ii) in the case of Debt Securities, the specific designation, the
aggregate principal amount, the currency or the currency unit for which the Debt
Securities may be purchased, the maturity, the interest provisions, the
authorized denominations, the offering price, whether the Debt Securities are
being offered for cash, the covenants, the events of default, any terms for
redemption or retraction, any exchange or conversion rights attached to the Debt
Securities and any other terms specific to the Debt Securities being offered,
(iii) in the case of Warrants, the offering price, whether the Warrants are
being offered for cash, the designation, the number and the terms of the Common
Shares or Debt Securities purchasable upon exercise of the Warrants, any
procedures that will result in the adjustment of these numbers, the exercise
price, the dates and periods of exercise, the currency in which the Warrants are
issued and any other terms specific to the Warrants being offered, (iv) in the
case of Subscription Receipts, the number of Subscription Receipts being
offered, the offering price, whether the Subscription Receipts are being offered
for cash, the procedures for the exchange of the Subscription Receipts for
Common Shares, Debt Securities or Warrants, as the case may be, and any other
terms specific to the Subscription Receipts being offered, and (v) in the case
of Units, the designation, number and terms of the Common Shares, Warrants,
Subscription Receipts or Debt Securities comprising the Units. Where required by
statute, regulation or policy, and where Securities are offered in currencies
other than Canadian dollars, appropriate disclosure of foreign exchange rates
applicable to the Securities will be included in the Prospectus Supplement
describing the Securities.
This Prospectus does not qualify for issuance debt securities
in respect of which the payment of principal and/or interest may be determined,
in whole or in part, by reference to one or more underlying interests,
including, for example, an equity or debt security, or a statistical measure of
economic or financial performance (including, but not limited to, any currency,
consumer price or mortgage index, or the price or value of one or more
commodities, indices or other items, or any other item or formula, or any
combination or basket of the foregoing items). For greater certainty, this
Prospectus may qualify for issuance debt securities, including Debt Securities
convertible into other Securities of the Company, in respect of which the
payment of principal and/or interest may be determined, in whole or in part, by
reference to published rates of a central banking authority or one or more
financial institutions, such as a prime rate or bankers acceptance rate, or to
recognized market benchmark interest rates such as LIBOR, EURIBOR or a U.S.
federal funds rate.
All shelf information permitted under applicable laws to be
omitted from this Prospectus will be contained in one or more Prospectus
Supplements that will be delivered to purchasers together with this Prospectus.
Each Prospectus Supplement will be incorporated by reference into this
Prospectus for the purposes of securities legislation as of the date of the
Prospectus Supplement and only for the purposes of the distribution of the
Securities to which the Prospectus Supplement pertains.
This Prospectus constitutes a public offering of the Securities
only in those jurisdictions where they may be lawfully offered for sale and only
by persons permitted to sell the Securities in such jurisdictions. We may offer
and sell Securities to, or through, underwriters or dealers, directly to one or
more other purchasers, or through agents pursuant to exemptions from
registration or qualification under applicable securities laws. A Prospectus Supplement relating to
each issue of Securities will set forth the names of any underwriters, dealers
or agents involved in the offering and sale of the Securities and will set forth
the terms of the offering of the Securities, the method of distribution of the
Securities, including, to the extent applicable, the proceeds to us and any
fees, discounts, concessions or other compensation payable to the underwriters,
dealers or agents, and any other material terms of the plan of distribution.
ii
In connection with any offering of the Securities, other than
an at-the-market distribution (as defined under applicable Canadian securities
legislation) unless otherwise specified in a Prospectus Supplement, the
underwriters or agents may over-allot or effect transactions which stabilize or
maintain the market price of the Securities offered at a higher level than that
which might exist in the open market. Such transaction, if commenced, may be
interrupted or discontinued at any time. See Plan of Distribution.
No underwriter or dealer involved in an at-the-market
distribution under this Prospectus, no affiliate of such an underwriter or
dealer and no person or company acting jointly or in concert with such an
underwriter or dealer will over-allot securities in connection with such
distribution or effect any other transactions that are intended to stabilize or
maintain the market price of the Securities.
Our outstanding Common Shares are listed and posted for trading
on the Toronto Stock Exchange (the TSX) under the symbol BTO and on
the NYSE MKT LLC (NYSE MKT) under the symbol BTG. On December 22,
2015, the last trading day of the Common Shares prior to the date of this
Prospectus, the closing price of the Common Shares on the TSX and NYSE MKT was
C$1.47 and US$1.05, respectively. Unless otherwise specified in the
applicable Prospectus Supplement, the Debt Securities, the Warrants, the
Subscription Receipts and the Units will not be listed on any securities
exchange. There is no market through which these Securities may be sold and
purchasers may not be able to resell these Securities purchased under this
Prospectus. This may affect the pricing of these Securities in the secondary
market, the transparency and availability of trading prices, the liquidity of
these Securities, and the extent of issuer regulation.
Our head office is located at Suite 3100, Three Bentall Centre,
595 Burrard Street, Vancouver, British Columbia, V7X 1J1. Our registered and
records office is located at 1600 925 West Georgia Street, Vancouver, British
Columbia, V6C 3L2.
Mr. Rayment, Mr. Korpan, Mr. Mtshisi and Mr. Connelly all being
directors of the Company reside outside Canada. Mr. Rayment, Mr. Korpan, Mr.
Mtshisi and Mr. Connelly have appointed B2Gold Corp., Suite 3100, Three Bentall
Centre, 595 Burrard Street, Vancouver, British Columbia, Canada V7X 1J1, as
their agent for service of process in Canada. Prospective investors are advised
that it may not be possible for investors to enforce judgments obtained in
Canada against Mr. Rayment, Mr. Korpan, Mr. Mtshisi and Mr. Connelly, even
though they have appointed an agent for service of process.
iii
TABLE OF CONTENTS
You should rely only on the information contained in or
incorporated by reference in this Prospectus and any applicable Prospectus
Supplement in connection with an investment in Securities. We have not
authorized anyone to provide you with different information. We are not making
an offer of the Securities in any jurisdiction where such offer is not
permitted. You should assume that the information appearing in this Prospectus
or any Prospectus Supplement is accurate only as of the date on the front of
those documents and that information contained in any document incorporated by
reference is accurate only as of the date of that document unless specified
otherwise. Our business, financial condition, results of operations and
prospects may have changed since those dates.
In this Prospectus and any Prospectus Supplement, unless the
context otherwise requires, the terms we, our, us, the Company and
B2Gold refer to B2Gold Corp., and unless the context otherwise requires, our
direct and indirect subsidiaries.
Market data and certain industry forecasts used in this
Prospectus or any applicable Prospectus Supplement and the documents
incorporated by reference herein or therein were obtained from market research,
publicly available information and industry publications. We believe that these
sources are generally reliable, but the accuracy and completeness of the
information is not guaranteed. We have not independently verified this
information and do not make any representation as to the accuracy of this
information.
iv
CAUTIONARY NOTE TO UNITED STATES INVESTORS
We are permitted under a multi-jurisdictional disclosure system
adopted by the securities regulatory authorities in Canada and the United States
to prepare this Prospectus, including the documents incorporated by reference
and any Prospectus Supplement, in accordance with the requirements of Canadian
securities laws, which differ from the requirements of United States securities
laws. All mineral resource and reserve estimates included in this Prospectus,
including the documents incorporated by reference, have been prepared in
accordance with National Instrument 43-101 Standards of Disclosure for
Mineral Projects (NI 43-101). NI 43-101 is a rule developed by the
Canadian Securities Administrators that establishes standards for all public
disclosure an issuer makes of scientific and technical information concerning
mineral projects. These standards differ significantly from the mineral reserve
disclosure requirements of the SEC set out in Industry Guide 7. Consequently,
mineral reserve and mineral resource information included and incorporated by
reference in this Prospectus and any Prospectus Supplement is not comparable to
similar information that would generally be disclosed by U.S. companies in
accordance with the rules of the SEC.
In particular, the SECs Industry Guide 7 applies different
standards in order to classify mineralization as a reserve. As a result, the
definitions of proven and probable mineral reserves used in NI 43-101 differ
from the definitions in SEC Industry Guide 7. Under SEC 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. Among other things, all
necessary permits would be required to be in hand or issuance imminent in order
to classify mineralized material as reserves under the SEC standards.
Accordingly, mineral reserve estimates included and incorporated by reference in
this Prospectus and any Prospectus Supplement may not qualify as reserves
under SEC standards.
In addition, the information included and incorporated by
reference in this Prospectus uses the terms mineral resources, measured
mineral resources, indicated mineral resources and inferred mineral
resources to comply with the reporting standards in Canada. The SECs Industry
Guide 7 does not recognize mineral resources and U.S. companies are generally
not permitted to disclose mineral resources in documents they file with the SEC.
Investors are specifically cautioned not to assume that any part or all of the
mineral deposits in these categories will ever be converted into SEC defined
mineral reserves. Further, inferred mineral resources have a great amount of
uncertainty as to their existence and as to whether they can be mined legally or
economically. Therefore, investors are also cautioned not to assume that all or
any part of an inferred mineral resource exists. In accordance with Canadian
rules, estimates of inferred mineral resources cannot form the basis of
feasibility or, except in limited circumstances, other economic studies. It
cannot be assumed that all or any part of measured mineral resources,
indicated mineral resources or inferred mineral resources will ever be
upgraded to a higher category or mineral resources or that mineral resources
will be classified as mineral reserves. Investors are cautioned not to assume
that any part of the reported measured mineral resources, indicated mineral
resources or inferred mineral resources included and incorporated by
reference in this Prospectus and any Prospectus Supplement is economically or
legally mineable. Disclosure of contained ounces in a resource is permitted
under NI 43-101; 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. In addition, the documents
incorporated by reference in this Prospectus 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. For the above reasons, information included and incorporated by
reference in this Prospectus and any Prospectus Supplement that describes our
mineral reserve and resource estimates or that describes the results of
pre-feasibility or other studies is not comparable to similar information made
public by U.S. companies subject to the reporting and disclosure requirements of
the SEC.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
The information included and incorporated by reference in this
Prospectus includes certain forward-looking information and forward-looking
statements (collectively forward-looking statements) within the
meaning of applicable Canadian and United States securities legislation,
including projections of future financial and operational performance;
statements with respect to future events or future performance, production
estimates, anticipated operating and production costs and revenue, estimates of
capital expenditures; recovery and grade estimates; anticipated exploration,
development, construction, production, permitting and other activities on the
Companys properties, including finalizing the Mining Convention and the
ownership of the entity that will hold the Fekola project with the Government of
Mali, the potential development and potential production from the Fekola project
and the anticipated arrival of the permanent camp there; the life of mine at the
Fekola project; estimated financial returns from the Fekola project; completion
of a mining study for the Otjikoto mine as well as a new geologic model for the
Otjikoto Pit and the Wolfshag zone, updating the Kiaka feasibility study; the
projections included in existing technical reports, economic assessments and
feasibility studies, including the feasibility study for the Fekola project; the
potential for expansion of mineral resources and mineral reserves, including at
the Masbate mine; the potential for expansion of production capacity, including
the cost reduction and continued ramp up, improvements and expansion of gold production at the Otjikoto
mine and development of the adjacent Wolfshag zone, potential expansion options
for the Masbate mine, the completion of permitting in respect of the Jabali
Antenna Pit, production from the Jabali Antenna Pit and increased production at
La Libertad, and the potential to extend the mine life of the La Libertad and
Limon mines; projected capital investments and exploration; and the adequacy of
capital, financing needs and the potential availability of and potential for
receiving further commitments under our new revolving credit facility; the
potential availability of flexible financing arrangements, including our new
revolving credit facility; the availability of the accordion feature under our
new revolving credit facility and the potential increase in available funds
under it; the repayment of our previous credit facility; and whether our new
revolving credit facility will provide sufficient funds for the construction of
the Fekola project and to meet our objective of having $100 million on hand.
Estimates of mineral resources and mineral reserves are also forward looking
statements because they constitute projections, based on certain estimates and
assumptions, regarding the amount of minerals that may be encountered in the
future and/or the anticipated economics of production, should a production
decision be made. All statements included and incorporated by reference herein
that address events or developments that we expect to occur in the future are
forward-looking statements. Forward-looking statements are statements that are
not historical facts and are generally, although not always, identified by words
such as expect, plan, anticipate, project, target, potential,
schedule, forecast, budget, estimate, intend or believe and similar
expressions or their negative connotations, or that events or conditions will,
would, may, could, should or might occur. All such forward-looking
statements are based on the opinions and estimates of management as of the date
such statements are made. Forward-looking statements necessarily involve
assumptions, risks and uncertainties, certain of which are beyond our control,
including risks associated with the volatility of metal prices; risks and
dangers inherent in exploration, development and mining activities; risks of not
achieving production or cost estimates; uncertainty of mineral reserve and
mineral resource estimates; material differences for reporting mineralized
material between United States reporting standards and the Canadian standards;
financing risks; risks related to hedging activities and ore purchase
commitments; the ability to obtain and maintain any necessary permits, consents
or authorizations required for mining activities; inability to comply with
Philippines regulations related to ownership of natural resources and operation,
management and control of our business; risks related to environmental
regulations or hazards and compliance with complex regulations associated with
mining activities; the ability to replace mineral reserves and identify
acquisition opportunities or complete desirable acquisitions; the failure to
integrate business and assets that we have acquired or may acquire in the
future; unknown liabilities of companies that we have acquired; fluctuations in
exchange rates; availability of financing and financing risks; risks related to
operations in foreign countries and compliance with foreign laws including
changes in such laws, risks related to remote operations and the availability of
adequate infrastructure, fluctuations in price and availability of energy and
other inputs necessary for mining operations; shortages or cost increases in
necessary equipment, supplies and labour; regulatory, political and country
risks including the risk of terrorist activity; climate change risks; volatility
of global financial conditions; disruptions arising from conflicts with small
scale miners in certain countries; risks related to reliance upon contractors,
third parties and joint venture partners; challenges to title or surface rights;
dependence on key personnel; risks associated with conflicts of interest among
our directors and officers; the risk of an uninsurable or uninsured loss;
litigation risk; taxation, including changes in tax laws and interpretation of
tax laws; difficulty in achieving and maintaining the adequacy of internal
control over financial reporting as required by the Sarbanes-Oxley Act; risks
related to the ongoing epidemic of the Ebola virus disease in West Africa; and
community support for our operations including risks related to strikes and the
halting of such operations, from time to time, as well as other factors
identified and as described in more detail under the heading Risk Factors in
our most recent annual information form and this Prospectus and in the documents
incorporated by reference herein. The list is not exhaustive of the factors that
may affect our forward-looking statements. There can be no assurance that such
statements will prove to be accurate, and actual results, performance or
achievements could differ materially from those expressed in, or implied by,
these forward-looking statements. Accordingly, no assurance can be given that
any events anticipated by the forward-looking statements will transpire or
occur, or if any of them do, what benefits or liabilities we will derive
therefrom. Our forward looking statements reflect current expectations regarding
future events and operating performance and speak only as of the date hereof and
we do not assume any obligation to update forward-looking statements if
circumstances or management's beliefs, expectations or opinions should change
other than as required by applicable law. For the reasons set forth above, undue
reliance should not be placed on forward-looking statements.
PRESENTATION OF FINANCIAL INFORMATION
The financial statements included or incorporated by reference
in this Prospectus or any Prospectus Supplement are presented in United States
dollars and have been prepared in accordance with IFRS as issued by the
International Accounting Standards Board, including IAS 34, Interim Financial
Reporting, as appropriate.
CURRENCY PRESENTATION AND EXCHANGE RATE INFORMATION
All dollar amounts in this Prospectus and any Prospectus
Supplement are or will be in United States dollars, unless otherwise indicated.
All references to $ or US$ refer to U.S. dollars and C$ refers to Canadian
dollars. On December 22, 2015, the noon spot rate for Canadian dollars in terms of the United States
dollar, as quoted by the Bank of Canada, was US$1.00=C$ 1.39 or C$1.00=US$ 0.72.
2
The following table sets forth, for each period indicated, the
exchange rates of the Canadian dollar to the U.S. dollar for the end of period
and the high, low and average (based on the exchange rate on the last day of
each month during such period) exchange rates for such period (such rates, which
are expressed in Canadian dollars are based on the noon buying rate for U.S.
dollars reported by the Bank of Canada).
|
|
|
Year
ended |
|
|
|
|
December 31, |
|
|
|
|
2012 |
|
|
2013 |
|
|
2014 |
|
|
Rate at the end of period |
$ |
0.9949 |
|
$ |
1.0636 |
|
$ |
1.1601 |
|
|
Average rate during period |
$ |
0.9996 |
|
$ |
1.0299 |
|
$ |
1.1045 |
|
|
Highest rate during period
|
$ |
1.0418 |
|
$ |
1.0697 |
|
$ |
1.1643 |
|
|
Lowest rate during period |
$ |
0.9710 |
|
$ |
0.9839 |
|
$ |
1.0614 |
|
DOCUMENTS INCORPORATED BY REFERENCE
Information has been incorporated by reference in this
Prospectus from documents filed with securities commissions or similar
authorities in Canada and filed with, or furnished to, the SEC. Copies of
the documents incorporated herein by reference may be obtained on request
without charge from the Corporate Secretary of the Company at Suite 3100, Three
Bentall Centre, 595 Burrard Street, Vancouver, British Columbia, Canada V7X 1J1,
telephone: (604) 681-8371. These documents are also available through the
internet on SEDAR, which can be accessed online at www.sedar.com.
The following documents of the Company filed with the
securities commissions or similar authorities in Canada are specifically
incorporated by reference in, and form an integral part of, this Prospectus:
|
(a) |
annual information form, dated March 27, 2015, for the
year ended December 31, 2014; |
|
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(b) |
audited consolidated financial statements for the years
ended December 31, 2014 and 2013, together with the notes thereto and the
auditors report thereon; |
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(c) |
managements discussion and analysis of the financial
position and results of operations for the year ended December 31,
2014; |
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(d) |
management information circular, dated May 8, 2015,
prepared in connection with our annual general and special meeting of
shareholders held on June 12, 2015; |
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|
(e) |
unaudited condensed interim consolidated financial
statements for the three and nine months ended September 30, 2015,
together with the notes thereto; |
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(f) |
managements discussion and analysis of the financial
position and results of operations for the three and nine months ended
September 30, 2015; |
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(g) |
press release dated May 20, 2015, relating to the Company
securing a new revolving credit facility; and |
|
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(h) |
press release dated June 11, 2015, relating to the
results of the optimized feasibility study for the Fekola project and the
closing of the Companys new revolving credit
facility. |
Any document of the types referred to in the preceding
paragraph (excluding press releases and confidential material change reports) or
of any other type required to be incorporated by reference into a short form
prospectus pursuant to National Instrument 44-101 Short Form Prospectus
Distributions that are filed by us with a securities commission or similar
authority in Canada after the date of this Prospectus and prior to the
termination of the offering under any Prospectus Supplement shall be deemed to
be incorporated by reference in this Prospectus. In addition, any document filed
by us with the SEC or furnished to the SEC on Form 6-K or otherwise after the date of this Prospectus shall be deemed
to be incorporated by reference into this Prospectus if, and to the extent, so
provided.
3
Any statement contained in this Prospectus or in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Prospectus to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. The modifying or superseding statement need not state
that it has modified or superseded a prior statement or include any other
information set forth in the document it modifies or supersedes. The making of a
modifying or superseding statement shall not be deemed an admission for any
purposes that the modified or superseded statement, when made, constituted a
misrepresentation, an untrue statement of a material fact or an omission to
state a material fact that is required to be stated or that is necessary to make
a statement not misleading in light of the circumstances in which it was made.
Any statement so modified or superseded shall not constitute a part of this
Prospectus, except as so modified or superseded.
A Prospectus Supplement containing the specific terms of an
offering of Securities will be delivered to purchasers of such Securities
together with this Prospectus and will be deemed to be incorporated by reference
into this Prospectus as of the date of such Prospectus Supplement, but only for
the purposes of the offering of Securities covered by that Prospectus
Supplement.
Upon a new annual information form and related annual financial
statements being filed by us with, and where required, accepted by, the
applicable securities regulatory authority during the currency of this
Prospectus, the previous annual information form, the previous annual financial
statements and all interim financial statements, material change reports and
information circulars and all Prospectus Supplements filed prior to the
commencement of our financial year in which a new annual information form is
filed shall be deemed no longer to be incorporated into this Prospectus for
purposes of future offers and sales of Securities hereunder.
AVAILABLE INFORMATION
We have filed with the SEC a registration statement on Form
F-10 relating to the Securities. This Prospectus, which constitutes a part of
the registration statement, does not contain all of the information contained in
the registration statement, certain items of which are contained in the exhibits
to the registration statement as permitted by the rules and regulations of the
SEC. Statements included or incorporated by reference in this Prospectus about
the contents of any contract, agreement or other documents referred to are not
necessarily complete, and in each instance you should refer to the exhibits for
a more complete description of the matter involved. Each such statement is
qualified in its entirety by such reference.
We are subject to the information requirements of the United
States Securities Exchange Act of 1934 as amended (the Exchange
Act), and applicable Canadian securities legislation, and in accordance
therewith file reports and other information with the SEC and with the
securities regulators in Canada. Under a multi-jurisdictional disclosure system
adopted by the United States, documents and other information that we file with
the SEC may be prepared in accordance with the disclosure requirements of
Canada, which are different from those of the United States. As a foreign
private issuer, we are exempt from the rules under the Exchange Act prescribing
the furnishing and content of proxy statements, and our officers, directors and
principal shareholders are exempt from the reporting and short-swing profit
recovery provisions contained in Section 16 of the Exchange Act. In addition, we
are not required to publish financial statements as promptly as U.S. companies.
You may read any document that we have filed with the SEC at
the SECs public reference room in Washington, D.C. You may also obtain copies
of those documents from the public reference room of the SEC at 100 F Street,
N.E., Washington, D.C. 20549 by paying a fee. You should call the SEC at
1-800-SEC-0330 or access its website at www.sec.gov for further information
about the public reference rooms. You may read and download the documents we
have filed with the SECs Electronic Data Gathering and Retrieval System at
www.sec.gov. You may read and download any public document that we have filed
with the Canadian securities regulatory authorities under our corporate profile
on the SEDAR website at www.sedar.com.
DOCUMENTS FILED AS PART OF THE REGISTRATION STATEMENT
The following documents have been or will be filed with the SEC
as part of the registration statement of which this Prospectus forms a part: (i)
the documents referred to under the heading Documents Incorporated by
Reference; (ii) consents of auditor, engineers and geologists; (iii) powers of
attorney from certain directors and officers of the Company; and (iv) the form
of Indenture (as defined below). A copy of the form of warrant indenture,
subscription receipt agreement or statement of eligibility of trustee on Form T-1, as applicable, will be filed by post-effective
amendment or by incorporation by reference to documents filed or furnished with
the SEC under the Exchange Act.
4
THE COMPANY
We are a Vancouver-based gold producer with four operating
mines (two mines in Nicaragua, one mine in the Philippines and one mine in
Namibia) and one mine under construction in Mali. In addition, the Company has a
portfolio of other evaluation and exploration projects in several countries
including Mali, Colombia, Burkina Faso and Nicaragua. The Company currently
operates the La Libertad mine and the Limon mine in Nicaragua, the Masbate mine
in the Philippines and the Otjikoto mine in Namibia.
More detailed information regarding the business of the
Company, its operations and its assets and properties can be found in our annual
information form and other documents which are incorporated herein by reference.
See Documents Incorporated by Reference.
MANAGEMENT AND BOARD OF DIRECTORS
The following is a brief description of the principal business
activities and experience of our senior management and directors:
Clive Johnson
Clive Johnson has served as a Director and the President of
B2Gold since December 2006 and Chief Executive Officer since March 2007. Mr.
Johnson oversees our long-term strategy and development as well as the
day-to-day activities of B2Gold. Previously, Mr. Johnson was involved with Bema
Gold Corporation (Bema) and its predecessor companies since 1977. Mr.
Johnson was appointed the President and Chief Executive Officer of Bema after it
was created by the amalgamation of three Bema group companies in 1988. He was
the driving force in Bemas transition from a junior exploration company to an
international intermediate gold producer. Mr. Johnson is currently a director of
Uracan Resources Ltd.
Roger Richer
Roger Richer has served as our Executive Vice President,
General Counsel since March 2007 and our Secretary since December 2006. Mr.
Richer manages the legal affairs, corporate records and corporate governance of
B2Gold. Mr. Richer has over 30 years of experience in mining law, corporate
finance and international business transactions and practices. Mr. Richer was
with Bema Gold from its inception in 1988 until 2007. He has a Bachelor of Arts
and a Bachelor of Law degree from the University of Victoria.
Michael Cinnamond
Michael Cinnamond has served as our Senior Vice President of
Finance and Chief Financial Officer since April 1, 2014. Mr. Cinnamond oversees
the financial reporting, cash management and tax planning of B2Gold as well as
financial compliance and reporting to the regulatory authorities. Prior to
joining us, Mr. Cinnamond was an audit partner at PricewaterhouseCoopers LLP
where he was the BC Resources Leader for the Mining, Forestry and Energy and
Utilities practices. Mr. Cinnamond has 16 years of experience in the mining
industry sector. Mr. Cinnamond holds an LL.B designation from the University of
Exeter.
Tom Garagan
Tom Garagan has served as our Senior Vice President of
Exploration since March 2007. Mr. Garagan is responsible for all aspects of our
exploration, including technical review of new acquisitions. Mr. Garagan is a
geologist with over 30 years of experience. Mr. Garagan was with Bema from 1991
to 2007 and was appointed Vice President of Exploration in 1996. He has worked
in North and South America, East and West Africa and Russia. He was instrumental
in several discoveries, including the Cerro Casale and Kupol deposits. Mr.
Garagan currently serves as a director of Uracan Resources Ltd. Mr. Garagan has
a Bachelor of Science (Honours) degree in geology from the University of Ottawa.
Dennis Stansbury
Dennis Stansbury has served as our Senior Vice President of
Engineering and Project Evaluations (and prior to that our Senior Vice President
of Development and Production) since March 2007. Mr. Stansbury is a mining
engineer with over 35 years of engineering, construction, production and management experience
at surface and underground mines in ten different countries. After working for a
number of gold mining companies in South America and the United States, he
joined Bema as Vice President South America in 1994 and was appointed Vice
President of Development and Production in 1996. Mr. Stansbury has a Bachelor of
Science degree in mining engineering from Montana College of Mineral Science and
Technology.
5
Robert Cross
Robert Cross was appointed to our board of directors and as
Chairman of the board in October 2007. Mr. Cross has over 25 years of experience
as a financier in the mining and oil & gas sectors. Mr. Cross is a
co-founder, director and Non-Executive Chairman of Bankers Petroleum Ltd., and a
co-founder, director and Chairman of Petrodorado Energy Ltd., and until October
2007, was the Non-Executive Chairman of Northern Orion Resources Inc. Mr. Cross
also serves as director of BNK Petroleum Inc. and Petro-Victory Energy Corp. Mr.
Cross served as Chairman and Chief Executive Officer of Yorkton Securities Inc.
between 1996 and 1998, a director of LNG Energy Ltd. from 2007 to 2011, and a
director of Athabasca Potash Inc. from 2009 to 2010. He also served as an
Investment Banking Partner with Gordon Capital Corporation in Toronto from 1987
to 1994. Mr. Cross holds a degree in Engineering from the University of Waterloo
and received his MBA from Harvard Business School in 1987.
Robert Gayton
Dr. Robert Gayton was appointed to our board of directors in
October 2007. Dr. Gayton is a Chartered Accountant and has acted as a consultant
to various public companies since 1990. He was the Chief Financial Officer of
Western Silver Corporation from 1995 to 2004 and served as a director of Western
Silver Corporation from 2004 to 2006. From 2003 to 2007, Dr. Gayton served as a
director of Bema. Dr. Gayton was Vice President of Finance of Doublestar
Resources Ltd. from 2003 to 2006 and a director from 1999 to 2007. He was a
director of Northern Orion Resources Inc. from 2004 to 2007, LNG Energy Ltd.
from 2011 to 2012, Palo Duro Energy Inc. from 2007 to 2012, Northisle Copper and
Gold Inc. from 2011 to 2012, Copper North Mining Corp. from 2011 to 2012,
Quaterra Resources Inc. from 1997 to 2012, Intrinsyc Software International,
Inc. from 1992 to 2010, and IMN Resources Inc. from 2008 to 2009. Each of these
companies was subsequently acquired by way of takeover. Dr. Gayton is currently
a director and the chair or a member of the audit and/or other committees of
Nevsun Resources Ltd., Amerigo Resources Ltd., Eastern Platinum Ltd. and Western
Copper and Gold Corporation.
Jerry Korpan
Jerry Korpan was appointed to our board of directors in
November 2007. Mr. Korpan served as Managing Director of Yorkton Securities UK
until 1999 and a director of Bema from 2002 to 2007. Until 2011, he was the
Executive Director of Emergis Capital S.A., a company based in Antwerp, Belgium.
Currently, Mr. Korpan serves as a director of Mitra Energy Limited, an
independent oil company operating in South East Asia, and Midas Gold
Corporation.
Barry Rayment
Dr. Barry Rayment was appointed to our board of directors in
October 2007. Dr. Rayment is a mining geologist with 40 years of experience in
base and precious metal exploration and development. Between 1990 and 1993, he
served as the President of Bema and also served as a director of Bema from 1988
to 2007. Dr. Rayment served as President of Mining Assets Corporation, a private
company that provides consulting services to the mining industry between 1993
and 2010. He is currently a director of Golden Predator Mining Corp. Dr. Rayment
was a director of EMC Metals Corp. between 2008 and 2009. Dr. Rayment obtained
his Ph.D. in Mining Geology at the Royal School of Mines, London.
Bongani Mtshisi
Bongani Mtshisi was appointed to our board of directors in
December 2011, following B2Golds acquisition of Auryx Gold Corp.
(Auryx) in 2011. Mr. Mtshisi is a Mining Engineer by training with more
than 12 years of experience working in key commodity sectors such as platinum,
gold, diamond, nickel and copper (Anglo American Platinum Limited, Debeers/HUF
joint venture and Sub Nigel Gold Mining Company). Mr. Mtshisi is currently the
CEO of BSC Resources Ltd., a company that is involved in the exploration and
development of copper and nickel commodities in South Africa. Mr. Mtshisi was
also a founder and Chairman of Auryx. Mr. Mtshisi has a National diploma in
Metalliferous Mining from Damelin College and a National Certificate in Project
Management from The Technikon Witwatersrand, both in South Africa.
6
Kevin Bullock
Kevin Bullock was appointed to our board of directors in
December 2013, following our acquisition of Volta Resources Inc. Mr. Bullock is
a mining engineer with over 25 years of experience at senior levels in mining
exploration, mine development and mine operations. Prior to joining our board,
Mr. Bullock was the President and CEO of Volta Resources Inc. and its
predecessor company, Goldcrest Resources Ltd. since its inception in 2002. Prior
to Volta and Goldcrest Resources Ltd., Mr. Bullock was Vice President Operations
for Kirkland Lake Gold Ltd. and was instrumental in the reopening of its Macassa
Gold Mine in Kirkland Lake, Ontario. Mr. Bullock is currently a director of
Metallum Resources, New Millenium Iron Corp. and Anaconda Mining Inc.
Mark Connelly
Mark Connelly was appointed to our board of directors in
October 2014, following our acquisition of Papillon. Prior to joining our board,
Mr. Connelly was Managing Director and CEO of Papillon. With over 25 years of
experience in the mining industry, Mr. Connelly held senior executive positions
with Adamus Resources Limited, Newmont Mining Corporation and Inmet Mining
Corporation prior to Papillon. Mr. Connelly has extensive experience with the
development, construction and operation of mining projects for a variety of
commodities, including gold, base metals and other resources in West Africa,
Australia, North America and Europe. Mr. Connelly is currently a director of
West African Resources Limited.
RISK FACTORS
An investment in our Securities involves risks. In addition to
the risk factors set forth below, you should carefully consider the risks
described in the sections entitled Risk Factors in any Prospectus Supplement
and those set forth in documents incorporated by reference in this Prospectus
and any applicable Prospectus Supplement, as well as other information in this
Prospectus and any applicable Prospectus Supplement, before purchasing any of
our Securities. Each of the risks described herein and in these sections and
documents could materially and adversely affect our business, financial
condition, results of operations and prospects, cause actual events to differ
materially from those described in forward looking statements and information
relating to the Company and could result in a loss of your investment.
Additional risks and uncertainties not known to us or that we currently deem
immaterial may also impair our business, financial condition, results of
operations and prospects. See Documents Incorporated by Reference.
There is an absence of a public market for certain of the
Securities
There is no public market for the Debt Securities, Warrants,
Subscription Receipts or Units and, unless otherwise specified in the applicable
Prospectus Supplement, we do not intend to apply for listing of the Debt
Securities, Warrants, Subscription Receipts or Units on any securities
exchanges. If the Debt Securities, Warrants, Subscription Receipts or Units are
traded after their initial issue, they may trade at a discount from their
initial offering prices depending on prevailing interest rates (as applicable),
the market for similar securities and other factors, including general economic
conditions and our financial condition. There can be no assurance as to the
liquidity of the trading market for the Debt Securities, Warrants, Subscription
Receipts or Units, or that a trading market for these securities will develop.
The Debt Securities will be structurally subordinated to any
indebtedness of our subsidiaries
We carry on our business through corporate subsidiaries, and
the majority of our assets are held in corporate subsidiaries. Our results of
operations and ability to service indebtedness, including the Debt Securities,
are dependent upon the results of operations of these subsidiaries and the
payment of funds by these subsidiaries to us in the form of loans, dividends or
otherwise. Our subsidiaries will not have an obligation to pay amounts due
pursuant to any debt securities or to make any funds available for payment on
debt securities, whether by dividends, interest, loans, advances or other
payments. In addition, the payment of dividends and the making of loans,
advances and other payments to us by our subsidiaries may be subject to
statutory or contractual restrictions. The Indenture (as defined below) does not
limit our ability or the ability of our subsidiaries to incur indebtedness. Such
indebtedness of our subsidiaries would be structurally senior to the Debt
Securities. In the event of the liquidation of any subsidiary, the assets of the
subsidiary would be used first to repay the obligations of the subsidiary,
including indebtedness and trade payables, prior to being used by us to pay our
indebtedness, including any Debt Securities.
7
Changes in interest rates may cause the market price or
value of the Debt Securities to decline
Prevailing interest rates will affect the market price or value
of the Debt Securities. The market price or value of the Debt Securities may
decline as prevailing interest rates for comparable debt instruments rise, and
increase as prevailing interest rates for comparable debt instruments
decline.
Fluctuations in foreign currency markets may cause the value
of the Debt Securities to decline
Debt Securities denominated or payable in foreign currencies
may entail significant risk. These risks include, without limitation, the
possibility of significant fluctuations in the foreign currency markets, the
imposition or modification of foreign exchange controls and potential liquidity
in the secondary market. These risks will vary depending upon the currency or
currencies involved and will be more fully described in the applicable
Prospectus Supplement.
USE OF PROCEEDS
Unless otherwise specified in a Prospectus Supplement, the net
proceeds from the sale of Securities will be used for general corporate
purposes, including funding ongoing operations and/or working capital
requirements, to repay indebtedness outstanding from time to time, discretionary
capital programs and potential future acquisitions. Each Prospectus Supplement
will contain specific information concerning the use of proceeds from that sale
of Securities.
All expenses relating to an offering of Securities and any
compensation paid to underwriters, dealers or agents, as the case may be, will
be paid out of the proceeds from the sale of Securities, unless otherwise stated
in the applicable Prospectus Supplement.
EARNINGS COVERAGE RATIO
Earnings coverage ratios will be provided as required in the
applicable Prospectus Supplement with respect to the issuance of Debt Securities
pursuant to this Prospectus.
CONSOLIDATED CAPITALIZATION
Since the date of the unaudited condensed interim consolidated
financial statements of the Company as at and for the nine months ended
September 30, 2015 which are incorporated by reference in this Prospectus, the
only material change to the share and loan capital of the Company on a
consolidated basis, was the drawdown of US$50 million under the Companys new
US$350 million revolving credit facility (the Credit Facility).
DESCRIPTION OF EXISTING INDEBTEDNESS
We entered into the Credit Facility with a syndicate of
international banks pursuant to a credit agreement made as of May 20, 2015. The
Credit Facility also allows for an accordion feature whereby upon receipt of
additional binding commitments, the facility may be increased to US$450 million
any time prior to the maturity date. HSBC, as sole lead arranger and sole
bookrunner, is the administrative agent. The syndicate includes The Bank of Nova
Scotia, Société Générale and ING Bank N.V, as mandated lead arrangers. Proceeds
from the Credit Facility were used to repay our previous US$200 million
revolving credit facility and for general corporate purposes. The Credit
Facility bears interest on a sliding scale of between Libor plus 2.25% to 3.25%
based on our consolidated net leverage ratio. Commitment fees for the undrawn
portion of the facility will also be on a similar sliding scale basis of between
0.5% and 0.925% . The term for the Credit Facility is four years, maturing on
May 20, 2019, except that it shall become due on July 1, 2018 in the event that
our 3.25% convertible senior subordinated notes (the Convertible Notes)
due on October 1, 2018 remain outstanding or the maturity date of the
Convertible Notes has not been extended to at least 90 days after May 20, 2019.
Upon closing of the Credit Facility, an initial drawdown of US$150 million was
made which was used to repay the cumulative amount drawn under our previous
credit facility. A subsequent drawdown of US$50 million was made for general
corporate purposes.
We have outstanding as of December 22, 2015, US$258.75 million
Convertible Notes. Proceeds from the sale of the Convertible Notes were for
general corporate purposes. The Convertible Notes bear interest at 3.25% payable
semi-annually in arrears on April 1 and October 1 of each year, beginning on
April 1, 2014, and mature on October 1, 2018, unless earlier redeemed,
repurchased or converted. The Convertible Notes are convertible by holders into
our Common Shares, based on an initial conversion rate of 254.2912 Common Shares
per US$1,000 principal amount.
8
PLAN OF DISTRIBUTION
We may sell the Securities, separately or together: (a) to one
or more underwriters or dealers; (b) through one or more agents; or (c) directly
to one or more other purchasers. Each Prospectus Supplement will set forth the
terms of the offering, including the name or names of any underwriters or
agents, the purchase price or prices of the Securities and the proceeds to the
Company from the sale of the Securities. In addition, Securities may be offered
and issued in consideration for the acquisition (an Acquisition) of
other businesses, assets or securities by us or our subsidiaries. The
consideration for any such Acquisition may consist of any of the Securities
separately, a combination of Securities or any combination of, among other
things, securities, cash and assumption of liabilities.
The Securities may be sold from time to time in one or more
transactions at a fixed price or prices which may be changed or at market prices
prevailing at the time of sale, at prices related to such prevailing market
prices or at negotiated prices, including sales in transactions that are deemed
to be at-the-market distributions as defined in National Instrument 44-102 -
Shelf Distributions, including sales made directly on the TSX, NYSE MKT
or other existing trading markets for the Common Shares. The prices at which the
Securities may be offered may vary as between purchasers and during the period
of distribution. If, in connection with the offering of Securities at a fixed
price or prices, the underwriters have made a bona fide effort to sell all of
the Securities at the initial offering price fixed in the applicable Prospectus
Supplement, the public offering price may be decreased and thereafter further
changed, from time to time, to an amount not greater than the initial public
offering price fixed in such Prospectus Supplement, in which case the
compensation realized by the underwriters will be decreased by the amount that
the aggregate price paid by purchasers for the Securities is less than the gross
proceeds paid to us by the underwriters.
Underwriters, dealers or agents who participate in the
distribution of Securities may be entitled under agreements to be entered into
with the Company to indemnification by us against certain liabilities, including
liabilities under the United States Securities Act of 1933, as amended, and
applicable Canadian securities legislation, or to contribution with respect to
payments which such underwriters, dealers or agents may be required to make in
respect thereof. The underwriters, dealers or agents with whom we enter into
agreements may be customers of, engage in transactions with, or perform services
for, us in the ordinary course of business.
In connection with any offering of Securities, except as
otherwise set out in a Prospectus Supplement relating to a particular offering
of Securities, the underwriters or dealers, as the case may be, may over-allot
or effect transactions intended to fix or stabilize the market price of the
Securities at a level above that which might otherwise prevail in the open
market. Such transactions, if commenced, may be discontinued at any time.
PRIOR SALES
During the 12 month period before the date of this
Prospectus, we have issued the following Common Shares and securities
convertible into Common Shares:
|
|
|
Number of |
|
Price per |
Security
|
Securities Issued or
|
Date of Issue |
Security (C$)
|
|
Granted |
December 18, 2014 |
2.00 |
Stock Options |
500,000 |
January 19, 2015 |
2.40 |
Stock Options |
50,000 |
January 26, 2015 |
2.30 |
Common Shares |
3,110,950 |
February 2, 2015 |
2.49 |
Restricted Share Units |
75,000 |
February 11, 2015 |
2.16 |
Restricted Share Units |
90,000 |
February 18, 2015 |
2.10 |
Stock Options |
1,140,000 |
March 23, 2015 |
1.90 |
Restricted Share Units |
1,259,910 |
March 30, 2015 |
2.00 |
Stock Options |
20,521,500 |
April 1, 2015 |
1.93 |
Restricted Share Units |
90,000 |
April 10, 2015 |
2.01 |
Common Shares |
313,059 |
April 15, 2015 |
2.01 |
Common Shares |
125,224 |
April 23, 2015 |
1.92 |
Common Shares |
2,557,083 |
April 23, 2015 |
1.90 |
Stock Options |
170,000 |
June 11, 2015 |
2.01 |
Stock Options |
212,000 |
June 18, 2015 |
2.01 |
Stock Options |
250,000 |
July 2, 2015 |
1.87 |
Restricted Share Units |
150,000 |
9
|
Price per |
|
Number of |
|
Security (C$) |
Security |
Securities Issued or |
Date of Issue |
|
|
Granted |
August 28, 2015 |
1.62 |
Restricted Share Units |
50,000 |
August 31, 2015 |
1.65 |
Stock Options |
175,000 |
September 23, 2015 |
1.49 |
Common Shares |
50,000 |
December 15, 2015 |
1.63 |
Common Shares |
125,144 |
PRICE RANGE AND TRADING VOLUME
Our Common Shares are listed and posted for trading on the TSX
and NYSE MKT under the trading symbols BTO and BTG, respectively. The
following tables set out the market price range and trading volumes of our
Common Shares on the TSX and NYSE MKT for the periods indicated.
Toronto Stock Exchange (prices in Canadian dollars)
Year |
|
|
High |
|
|
Low |
|
|
Volume |
|
|
|
|
(C$) |
|
|
(C$) |
|
|
(no. of shares)
|
|
2015 |
December 1 - 22
|
|
1.69 |
|
|
1.41 |
|
|
83,832,096 |
|
|
November |
|
1.51 |
|
|
1.31 |
|
|
88,246,740 |
|
|
October |
|
1.88 |
|
|
1.37 |
|
|
92,462,882 |
|
|
September |
|
1.75 |
|
|
1.35 |
|
|
70,145,106 |
|
|
August |
|
1.79 |
|
|
1.30 |
|
|
73,025,399 |
|
|
July |
|
1.98 |
|
|
1.34 |
|
|
72,352,487 |
|
|
June |
|
2.21 |
|
|
1.90 |
|
|
48,159,947 |
|
|
May |
|
2.18 |
|
|
1.86 |
|
|
63,718,986 |
|
|
April |
|
2.04 |
|
|
1.86 |
|
|
54,618,270 |
|
|
March |
|
2.17 |
|
|
1.79 |
|
|
96,223,177 |
|
|
February |
|
2.47 |
|
|
1.99 |
|
|
77,092,854 |
|
|
January |
|
2.88 |
|
|
1.84 |
|
|
143,470,405 |
|
2014 |
December |
|
2.15 |
|
|
1.74 |
|
|
97,703,461 |
|
|
November |
|
2.18 |
|
|
1.65 |
|
|
97,794,214 |
|
On December 22, 2015, the closing price of our Common Shares on
the TSX was C$1.47 per share.
NYSE MKT (prices in U.S. dollars)
Year |
|
|
High |
|
|
Low |
|
|
Volume |
|
|
|
|
(US$) |
|
|
(US$) |
|
|
(no. of shares)
|
|
2015 |
December 1 - 22 |
|
1.26 |
|
|
1.03 |
|
|
181,496,106 |
|
|
November |
|
1.14 |
|
|
0.989 |
|
|
43,924,312 |
|
|
October |
|
1.46 |
|
|
1.03 |
|
|
40,716,298 |
|
|
September |
|
1.29 |
|
|
1.00 |
|
|
68,403,358 |
|
|
August |
|
1.37 |
|
|
0.98 |
|
|
49,556,383 |
|
|
July |
|
1.57 |
|
|
1.02 |
|
|
40,234,259 |
|
|
June |
|
1.77 |
|
|
1.52 |
|
|
42,892,809 |
|
|
May |
|
1.79 |
|
|
1.53 |
|
|
38,194,045 |
|
|
April |
|
1.71 |
|
|
1.48 |
|
|
33,974,902 |
|
|
March |
|
1.73 |
|
|
1.39 |
|
|
59,877,340 |
|
|
February |
|
1.96 |
|
|
1.57 |
|
|
28,815,762 |
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10
Year |
|
|
High |
|
|
Low |
|
|
Volume |
|
|
|
|
(US$) |
|
|
(US$) |
|
|
(no. of shares)
|
|
|
January |
|
2.38 |
|
|
1.57 |
|
|
63,293,381 |
|
2014 |
December |
|
1.89 |
|
|
1.50 |
|
|
143,961,155 |
|
|
November |
|
1.94 |
|
|
1.44 |
|
|
52,021,108 |
|
On December 22, 2015, the closing price of our Common Shares on
NYSE MKT was US$1.05 per share.
DIVIDEND POLICY
We have not declared any dividends or distributions on our
Common Shares since our incorporation. We intend to retain our earnings, if any,
to finance the growth and development of our operations and do not presently
anticipate paying any dividends or distributions in the foreseeable future. Our
board of directors may, however, declare from time to time such cash dividends
or distributions out of the monies legally available for dividends or
distributions as the board of directors considers advisable. Any future
determination to pay dividends or make distributions will be at the discretion
of the board of directors and will depend on our capital requirements, results
of operations and such other factors as the board of directors considers
relevant.
DESCRIPTION OF DEBT SECURITIES
In this section describing the Debt Securities, the terms
Company and B2Gold Corp. refer only to B2Gold Corp. without any of its
subsidiaries. This section describes the general terms that will apply to any
Debt Securities issued pursuant to this Prospectus. The specific terms of the
Debt Securities, and the extent to which the general terms described in this
section apply to those Debt Securities, will be set forth in the applicable
Prospectus Supplement. The Debt Securities will be issued in one or more series
under an indenture (the Indenture) to be entered into between the
Company and one or more trustees (the Trustee) that will be named in a
Prospectus Supplement for a series of Debt Securities. To the extent applicable,
the Indenture will be subject to and governed by the United States Trust
Indenture Act of 1939, as amended. A copy of the form of the Indenture to be
entered into has been filed with the SEC as an exhibit to the registration statement of which
this Prospectus forms a part. The description of certain provisions of the
Indenture in this section is not intended to be complete and is qualified in its
entirety by reference to the provisions of the Indenture. Terms used in this
summary that are not otherwise defined herein have the meaning ascribed to them
in the Indenture.
We may issue Debt Securities and incur additional indebtedness
other than through the offering of Debt Securities pursuant to this Prospectus.
We may be required to obtain the consent of our lenders for the issuance of
certain Debt Securities, depending on their specific terms.
General
The Indenture does not limit the amount of Debt Securities
which we may issue under the Indenture, and we may issue Debt Securities in one
or more series. Debt Securities may be denominated and payable in any currency.
Unless otherwise indicated in the applicable Prospectus Supplement, the
Indenture permits us, without the consent of the holders of any Debt Securities,
to increase the principal amount of any series of Debt Securities we have
previously issued under the Indenture and to issue such increased principal
amount.
The applicable Prospectus Supplement will set forth the
following terms relating to the Debt Securities offered by such Prospectus
Supplement (the Offered Securities):
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the specific designation of the Offered Securities; any
limit on the aggregate principal amount of the Offered Securities; the
date or dates, if any, on which the Offered Securities will mature and the
portion (if less than all of the principal amount) of the Offered
Securities to be payable upon declaration of acceleration of maturity; |
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the rate or rates at which the Offered Securities will
bear interest, if any, the date or dates on which any such interest will
begin to accrue and on which any such interest will be payable and the
record dates for any interest payable on the Offered Securities which are
in registered form; |
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the terms and conditions under which we may be obligated
to redeem, repay or purchase the Offered Securities pursuant to any
sinking fund or analogous provisions or otherwise; |
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the terms and conditions upon which we may redeem the
Offered Securities, in whole or in part, at our option; |
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whether the Offered Securities will be issuable in
registered form or bearer form or both, and, if issuable in bearer form,
the restrictions as to the offer, sale and delivery of the Offered
Securities which are in bearer form and as to exchanges between registered
form and bearer form; |
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whether the Offered Securities will be issuable in the
form of registered global securities (Global Securities), and, if
so, the identity of the depositary for such registered Global Securities; |
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the denominations in which registered Offered Securities
will be issuable, if other than denominations of US$1,000 and any multiple
thereof, and the denominations in which bearer Offered Securities will be
issuable, if other than US$1,000; |
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each office or agency where payments on the Offered
Securities will be made (if other than the offices or agencies described
under Payment below) and each office or agency where the Offered
Securities may be presented for registration of transfer or exchange; |
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if other than U.S. dollars, the currency in which the
Offered Securities are denominated or the currency in which we will make
payments on the Offered Securities; |
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the terms, if any, on which the Offered Securities may be
converted or exchanged for other of our Securities or securities of other
entities; |
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any index, formula or other method used to determine the
amount of payments of principal of (and premium, if any) or interest, if
any, on the Offered Securities; |
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any other terms of the Offered
Securities which apply solely to the Offered Securities, or terms
generally applicable to the Debt Securities which are not to apply to the
Offered Securities; and |
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if not obtained as at the date of
such Prospectus Supplement, any consents required to be obtained with
respect to the issuance of the Offered Securities. |
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Unless otherwise
indicated in the applicable Prospectus Supplement: |
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holders may not tender Debt
Securities to us for repurchase; and |
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the rate or rates of interest on the
Debt Securities will not increase if we become involved in a highly
leveraged transaction or we are acquired by another entity.
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We may issue Debt Securities under the Indenture bearing no
interest or interest at a rate below the prevailing market rate at the time of
issuance. We may offer and sell Debt Securities at a discount below their stated
principal amount. We will describe in the applicable Prospectus Supplement any
Canadian and U.S. federal income tax consequences and other special
considerations applicable to any discounted Debt Securities or other Debt
Securities offered and sold at par which are treated as having been issued at a
discount for Canadian and/or U.S. federal income tax purposes.
Any Debt Securities we issue will be our direct, unconditional
and unsecured obligations and will rank equally among themselves and with all of
our other unsecured, unsubordinated obligations, except to the extent prescribed
by law. Debt Securities we issue will be structurally subordinated to all
existing and future liabilities, including trade payables and other
indebtedness, of our subsidiaries.
We will agree to provide to the Trustee (i) annual reports
containing audited financial statements and (ii) quarterly reports for the first
three quarters of each fiscal year containing unaudited financial
information.
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Form, Denomination, Exchange and Transfer
Unless otherwise indicated in the applicable Prospectus
Supplement, we will issue Debt Securities only in fully registered form without
coupons, and in denominations of US$1,000 and multiples of US$1,000. Debt
Securities may be presented for exchange and registered Debt Securities may be
presented for registration of transfer in the manner set forth in the Indenture
and in the applicable Prospectus Supplement, without service charges. We may,
however, require payment sufficient to cover any taxes or other governmental
charges due in connection with the exchange or transfer. We will appoint the
Trustee as security registrar. Bearer Debt Securities and the coupons applicable
to bearer Debt Securities thereto will be transferable by delivery.
Payment
Unless otherwise indicated in the applicable Prospectus
Supplement, we will make payments on registered Debt Securities (other than
Global Securities) at the office or agency of the Trustee, except that we may
choose to pay interest (a) by check mailed to the address of the person entitled
to such payment as specified in the security register or (b) by wire transfer to
an account maintained by the person entitled to such payment as specified in the
security register. Unless otherwise indicated in the applicable Prospectus
Supplement, we will pay any interest due on registered Debt Securities to the
persons in whose name such registered Debt Securities are registered on the day
or days, specified in the applicable Prospectus Supplement.
Registered Global Securities
Registered debt securities of a series may be issued in whole
or in part in global form that will be deposited with, or on behalf of, a
depositary identified in the Prospectus Supplement. Global Securities will be
registered in the name of a financial institution that we select, and the debt
securities included in the Global Securities may not be transferred to the name
of any other direct holder unless the special circumstances described below
occur. The financial institution that acts as the sole direct holder of the
Global Securities is called the Depositary. Any person wishing to own Debt
Securities issued in the form of Global Securities must do so indirectly by
virtue of an account with a broker, bank or other financial institution that, in
turn, has an account with the Depositary.
Special Investor Considerations for Global Securities
Our obligations, as well as the obligations of the Trustee and
those of any third parties we employed or the Trustee, run only to persons who
are registered as holders of Debt Securities. For example, once we make payment
to the registered holder, we have no further responsibility for the payment even
if that holder is legally required to pass the payment along to an investor but
does not do so. As an indirect holder, an investor's rights relating to a Global
Security will be governed by the account rules of the investors financial
institution and of the Depositary, as well as general laws relating to debt
securities transfers.
An investor should be aware that when Debt Securities are
issued in the form of Global Securities:
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the investor cannot have Debt Securities registered in
his or her own name; |
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the investor cannot receive physical certificates for his
or her interest in the Debt Securities; |
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the investor must look to his or her own bank or
brokerage firm for payments on the Debt Securities and protection of his
or her legal rights relating to the Debt Securities; |
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the investor may not be able to sell interests in the
Debt Securities to some insurance companies and other institutions that
are required by law to hold the physical certificates of Debt Securities
that they own; |
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the Depositarys policies will govern payments,
transfers, exchange and other matters relating to the investor's interest
in the Global Security. We and the Trustee will have no responsibility for
any aspect of the Depositarys actions or for its records of ownership
interests in the Global Security. We and the Trustee also do not supervise
the Depositary in any way; and |
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the Depositary will usually require that interests in a
Global Security be purchased or sold within its system using same-day
funds. |
13
Special Situations When Global Security Will be Terminated
In a few special situations described below, a Global Security
will terminate and interests in it will be exchanged for physical certificates
representing Debt Securities. After that exchange, an investor may choose
whether to hold Debt Securities directly or indirectly through an account at its
bank or brokerage firm. Investors must consult their own banks or brokers to
find out how to have their interests in Debt Securities transferred into their
own names, so that they will be direct holders.
The special situations for termination of a Global Security
are:
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when the Depositary notifies us that
it is unwilling, unable or no longer qualified to continue as Depositary
(unless a replacement Depositary is named); and |
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when and if we decide to terminate a
Global Security. |
The Prospectus Supplement may list situations for terminating a
Global Security that would apply only to the particular series of Debt
Securities covered by the Prospectus Supplement. When a Global Security
terminates, the Depositary (and not us or the Trustee) is responsible for
deciding the names of the institutions that will be the initial direct holders.
Events of Default
The term Event of Default with respect to Debt Securities of
any series means any of the following:
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default in the payment of the principal of (or any
premium on) any Security of that series at its maturity; |
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(b) |
default in the payment of any interest on any Security of
that series when it becomes due and payable, and continuance of such
default for a period of 30 days; |
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(c) |
default in the deposit of any sinking fund payment when
the same becomes due by the terms of the Debt Securities
of that series; |
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(d) |
default in the performance, or breach, of any other
covenant or agreement of ours in the Indenture in respect of the Debt
Securities of that series (other than a covenant or agreement for which
default or breach is specifically dealt with elsewhere in the Indenture),
where such default or breach continues for a period of 90 days after
written notice to us by the Trustee or the holders of at least 25% in
principal amount of all outstanding Debt Securities affected
thereby; |
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(e) |
certain events of bankruptcy, insolvency or
reorganization; or |
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(f) |
any other Events of Default provided with respect to the
Debt Securities of that series. |
If an Event of Default described in clause (a), (b) or (c)
above occurs and is continuing with respect to Debt Securities of any series,
then the Trustee or the holders of not less than 25% in principal amount of the
outstanding Debt Securities of that series may require the principal amount (or,
if the Debt Securities of that series are Original Issue Discount Securities or
Indexed Securities, such portion of the principal amount as may be specified in
the terms of that series) of all the outstanding Debt Securities of that series
and any accrued but unpaid interest on such Debt Securities be paid immediately.
If an Event of Default described in clause (d) or (f) above occurs and is
continuing with respect to Debt Securities of one or more series, then the
Trustee or the holders of not less than 25% in principal amount of the
outstanding Debt Securities of all series affected thereby (as one class) may
require the principal amount (or, if any of the Debt Securities of such affected
series are Original Issue Discount Securities or Indexed Securities, such
portion of the principal amount as may be specified in the terms of such
affected series) of all the outstanding Debt Securities of such affected series
and any accrued but unpaid interest on such Debt Securities be paid immediately.
If an Event of Default described in clause (e) above occurs and is continuing,
then the Trustee or the holders of not less than 25% in principal amount of all
outstanding Debt Securities (as a class) may require the principal amount (or,
if the Debt Securities or any series are Original Issue Discount Securities or
Indexed Securities, such portion of the principal amount as may be specified in
the terms of that series) of all the outstanding Securities and any accrued but
unpaid interest on such Debt Securities be paid immediately. However, at any
time after a declaration of acceleration with respect to Debt Securities of any
series (or of all series, as the case may be) has been made and before a
judgment or decree for payment of the money due has been obtained, the holders
of a majority in principal amount of the outstanding Debt Securities of such
series (or of all series, as the case may be), by written notice to us and the
Trustee, may, under certain circumstances, rescind and annul such acceleration.
The applicable Prospectus Supplement will contain provisions relating to
acceleration of the maturity of a portion of the principal amount of Original
Issue Discount Securities or Indexed Securities upon the occurrence of any Event
of Default and the continuation thereof.
14
Except during default, the Trustee is not obligated to exercise
any of its rights and powers under the Indenture at the request or direction of
any of the holders, unless the holders have offered to the Trustee reasonable
indemnity. If the holders provide reasonable indemnity, the holders of a
majority in principal amount of the outstanding Debt Securities of all series
affected by an Event of Default may, subject to certain limitations, direct the
time, method and place of conducting any proceeding for any remedy available to
the Trustee, or exercising any trust or power conferred on the Trustee, with
respect to the Debt Securities of all series affected by such Event of
Default.
No holder of a Debt Security of any series will have any right
to institute any proceedings, unless:
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such holder has previously given to the Trustee
written notice of a continuing Event of Default with respect to the Debt
Securities of that series; |
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the holders of at least 25% in principal amount
of the outstanding Debt Securities of all series affected by such Event of
Default have made written request and have offered reasonable indemnity to
the Trustee to institute such proceedings as trustee; and |
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the Trustee has failed to institute such
proceedings, and has not received from the holders of a majority in the
aggregate principal amount of outstanding Debt Securities of all series
affected by such Event of Default a direction inconsistent with such
request, within 60 days after such notice, request and offer.
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However, these limitations do not apply to a suit instituted by
the holder of a Debt Security for the enforcement of payment of principal of or
interest on such Debt Security on or after the applicable due date of such
payment.
We will be required to furnish to the Trustee annually an
officers certificate as to the performance of certain of our obligations under
the Indenture and as to any default in such performance.
Defeasance
When we use the term defeasance, we mean discharge from some
or all of our obligations under the Indenture with respect to Debt Securities of
a particular series. If we deposit with the Trustee sufficient cash or
government securities to pay the principal, interest, any premium and any other
sums due to the stated maturity or a redemption date of the Debt Securities of a
particular series, then at our option:
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We will be discharged from our obligations with respect
to the Debt Securities of such series with certain exceptions, and the
holders of the Debt Securities of the affected series will not be entitled
to the benefits of the Indenture except for registration of transfer and
exchange of Debt Securities and replacement of lost, stolen or mutilated
Debt Securities and certain other limited rights. Such holders may look
only to such deposited funds or obligations for payment; or |
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We will no longer be under any obligation to comply with
certain covenants under the Indenture, and certain Events of Default will
no longer apply to us. |
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To exercise defeasance we also must
deliver to the Trustee: |
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an opinion of U.S. counsel to the effect that the deposit
and related defeasance would not cause the holders of the Debt Securities
of the applicable series to recognize income, gain or loss for U.S.
federal income tax purposes and that holders of the Debt Securities of
that series will be subject to U.S. federal income tax on the same
amounts, in the same manner and at the same times as would have been the
case if such defeasance had not occurred; and |
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an opinion of Canadian counsel or a ruling from Canada
Revenue Agency that there would be no such recognition of income, gain or
loss for Canadian federal or provincial tax purposes and that holders of
the Debt Securities of such series will be subject to Canadian federal and
provincial income tax on the same amounts, in the same manner and at the
same times as would have been the case if such defeasance had not
occurred. |
15
In addition, no Event of Default with respect to the Debt
Securities of the applicable series can have occurred and we cannot be an
insolvent person under the Bankruptcy and Insolvency Act (Canada). In
order for U.S. counsel to deliver the opinion that would allow us to be
discharged from all of our obligations under the Debt Securities of any series,
we must have received from, or there must have been published by, the Internal
Revenue Service a ruling, or there must have been a change in law so that the
deposit and defeasance would not cause holders of the Debt Securities of such
series to recognize income, gain or loss for U.S. federal income tax purposes
and so that such holders would be subject to U.S. federal income tax on the same
amounts, in the same manner and at the same time as would have been the case if
such defeasance had not occurred.
Modifications and Waivers
We may modify or amend the Indenture with the consent of the
holders of a majority in aggregate principal amount of the outstanding Debt
Securities of all series affected by such modification or amendment provided,
however, that we must receive consent from the holder of each outstanding Debt
Security of such affected series to:
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change the stated maturity of the principal of
or interest on such outstanding Debt Security; |
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reduce the principal amount of or interest on
such outstanding Debt Security; |
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reduce the amount of the principal payable upon
the acceleration of the maturity of an outstanding Original Issue Discount
Security; |
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change the place or currency of payments on
such outstanding Debt Security; |
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impair the right to institute suit for the
enforcement of any payment on or with respect to any Debt Security;
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reduce the percentage in principal amount of outstanding
Debt Securities of such series from which the consent of holders is
required to modify or amend the Indenture or waive compliance with certain
provisions of the Indenture or waive certain defaults; or |
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modify any provisions of the Indenture relating to
modifying or amending the Indenture or waiving past defaults or covenants
except as otherwise specified. |
The holders of a majority in principal amount of Debt
Securities of any series may waive our compliance with certain restrictive
provisions of the Indenture with respect to such series. The holders of a
majority in principal amount of outstanding Debt Securities of all series with
respect to which an Event of Default has occurred may waive any past default
under the Indenture, except a default in the payment of the principal of, or
interest on, any Security or in respect of any item listed above.
The Indenture or the Debt Securities may be amended or
supplemented, without the consent of any holder of such Debt Securities, in
order to, among other things, cure any ambiguity or inconsistency or to make any
change, in any case, that does not have a materially adverse effect on the
rights of any holder of such Debt Securities.
Consent to Jurisdiction and Service
Under the Indenture, we will irrevocably appoint an authorized
agent upon which process may be served in any suit, action or proceeding arising
out of or relating to the Indenture and the Debt Securities and for actions
brought under federal or state securities laws brought in any federal or state
court located in The City of New York (herein after referred to as a New York
Court), and will submit to such non-exclusive jurisdiction.
Governing Law
The Indenture and the Debt Securities will be governed by and
construed in accordance with the laws of the State of New York.
16
Enforceability of Judgments
Since all of the assets of the Company are outside the United
States, any judgment obtained in the United States against us would need to be
satisfied by seeking enforcement of such judgment in a court located outside of
the United States from our assets. We have been advised by our Canadian counsel,
Lawson Lundell LLP, that there is doubt as to the enforceability in Canada by a
court in original actions, or in actions to enforce judgments of United States
courts, of civil liabilities predicated upon United States federal securities
laws.
The Trustee
The Trustee under the Indenture will be named in the applicable
Prospectus Supplement.
DESCRIPTION OF WARRANTS
We may issue Warrants to purchase Common Shares or Debt
Securities. This section describes the general terms that will apply to
any Warrants issued pursuant to this Prospectus.
Warrants may be offered separately or together with other
Securities and may be attached to or separate from any other Securities. Unless
the applicable Prospectus Supplement otherwise indicates, each series of
Warrants will be issued under a separate warrant indenture to be entered into
between us and one or more banks or trust companies acting as Warrant agent. The
Warrant agent will act solely as our agent and will not assume a relationship of
agency with any holders of Warrant certificates or beneficial owners of
Warrants. The applicable Prospectus Supplement will include details of the
warrant indentures, if any, governing the Warrants being offered. The specific
terms of the Warrants, and the extent to which the general terms described in
this section apply to those Warrants, will be set out in the applicable
Prospectus Supplement.
Notwithstanding the foregoing, we will not offer Warrants for
sale separately to any member of the public in Canada unless the offering of
such Warrants is in connection with and forms part of the consideration for an
acquisition or merger transaction or unless the Prospectus Supplement containing the specific terms of the
Warrants to be offered separately is first approved for filing by the securities
commissions or similar regulatory authorities in each of the provinces of Canada
where the Warrants will be offered for sale.
The Prospectus Supplement relating to any Warrants that we
offer will describe the Warrants and the specific terms relating to the
offering. The description will include, where applicable:
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the designation and aggregate number of
Warrants; |
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the price at which the Warrants will be
offered; |
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the currency or currencies in which the
Warrants will be offered; |
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the date on which the right to exercise the
Warrants will commence and the date on which the right will expire; |
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the designation, number and terms of the Common
Shares or Debt Securities, as applicable, that may be purchased upon
exercise of the Warrants, and the procedures that will result in the
adjustment of those numbers; |
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the exercise price of the Warrants; |
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the designation and terms of the Securities, if
any, with which the Warrants will be offered, and the number of Warrants
that will be offered with each Security; |
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if the Warrants are issued as a unit with
another Security, the date, if any, on and after which the Warrants and
the other Security will be separately transferable; |
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any minimum or maximum amount of Warrants that
may be exercised at any one time; |
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any terms, procedures and limitations relating
to the transferability, exchange or exercise of the Warrants; |
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whether the Warrants will be subject to
redemption or call and, if so, the terms of such redemption or call
provisions; |
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material United States and Canadian federal
income tax consequences of owning the Warrants; and |
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any other material terms or conditions of the
Warrants. |
Warrant certificates will be exchangeable for new Warrant
certificates of different denominations at the office indicated in the
Prospectus Supplement. Prior to the exercise of their Warrants, holders of
Warrants will not have any of the rights of holders of the securities subject to
the Warrants. We may amend the warrant indenture(s) and the Warrants, without
the consent of the holders of the Warrants, to cure any ambiguity, to cure,
correct or supplement any defective or inconsistent provision or in any other
manner that will not prejudice the rights of the holders of outstanding
Warrants, as a group.
DESCRIPTION OF SUBSCRIPTION RECEIPTS
We may issue Subscription Receipts, separately or together,
with Common Shares, Debt Securities or Warrants, as the case may be. The
Subscription Receipts will be issued under a subscription receipt agreement.
This section describes the general terms that will apply to any Subscription
Receipts that we may offer pursuant to this Prospectus.
The applicable Prospectus Supplement will include details of
the subscription receipt agreement covering the Subscription Receipts being
offered. We will file a copy of the subscription receipt agreement relating to
an offering of Subscription Receipts with securities regulatory authorities in
Canada and the United States after we have entered into it. The specific terms
of the Subscription Receipts, and the extent to which the general terms
described in this section apply to those Subscription Receipts, will be set
forth in the applicable Prospectus Supplement. This description will include,
where applicable:
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the number of Subscription Receipts;
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the price at which the Subscription Receipts
will be offered and whether the price is payable in instalments; |
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conditions to the exchange of Subscription
Receipts into Common Shares, Debt Securities or Warrants, as the case may
be, and the consequences of such conditions not being satisfied; |
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the procedures for the exchange of the
Subscription Receipts into Common Shares, Debt Securities or Warrants;
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the number of Common Shares or Warrants that
may be exchanged upon exercise of each Subscription Receipt; |
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the aggregate principal amount, currency or
currencies, denominations and terms of the series of Debt Securities that
may be exchanged upon exercise of the Subscription Receipts; |
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the designation and terms of any other
Securities with which the Subscription Receipts will be offered, if any,
and the number of subscription receipts that will be offered with each
Security; |
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the dates or periods during which the
Subscription Receipts may be exchanged into Common Shares, Debt Securities
or Warrants; |
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terms applicable to the gross or net proceeds
from the sale of the Subscription Receipts plus any interest earned
thereon; |
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material United States and Canadian federal
income tax consequences of owning the Subscription Receipts; |
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any other rights, privileges, restrictions and
conditions attaching to the Subscription Receipts; and |
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any other material terms and conditions of the
Subscription Receipts. |
18
Subscription Receipt certificates will be exchangeable for new
Subscription Receipt certificates of different denominations at the office
indicated in the Prospectus Supplement. Prior to the exchange of their
Subscription Receipts, holders of Subscription Receipts will not have any of the
rights of holders of the securities subject to the Subscription Receipts.
Under the subscription receipt agreement, a Canadian purchaser
of Subscription Receipts will have a contractual right of rescission following
the issuance of Common Shares, Debt Securities or Warrants, as the case may be,
to such purchaser, entitling the purchaser to receive the amount paid for the
Subscription Receipts upon surrender of the Common Shares, Debt Securities or
Warrants, as the case may be, if this Prospectus, the applicable Prospectus
Supplement, and any amendment thereto, contains a misrepresentation, provided
such remedy for rescission is exercised within 180 days of the date the
Subscription Receipts are issued. This right of rescission does not extend to
holders of Subscription Receipts who acquire such Subscription Receipts from an
initial purchaser, on the open market or otherwise, or to initial purchasers who
acquire Subscription Receipts in the United States or other jurisdictions
outside Canada.
DESCRIPTION OF UNITS
We may issue Units comprised of one or more of the other
Securities described in the Prospectus in any combination. Each Unit will be
issued so that the holder of the Unit is also the holder of each of the
Securities included in the Unit. Thus, the holder of a Unit will have the rights
and obligations of a holder of each included Security. The unit agreement, if
any, under which a Unit is issued may provide that the Securities included in
the Unit may not be held or transferred separately, at any time or at any time
before a specified date.
The particular terms and provisions of Units offered by any
Prospectus Supplement, and the extent to which the general terms and provisions
described below may apply thereto, will be described in the Prospectus
Supplement filed in respect of such Units.
DESCRIPTION OF SHARE CAPITAL
Our authorized share capital consists of an unlimited number of Common Shares and an unlimited number of preferred shares. As at the date of this Prospectus, 926,864,297 Common Shares and no preferred shares are issued and outstanding.
Common Shares
Registered holders of Common Shares are entitled to receive notice of and attend all meetings of our shareholders, and are entitled to one vote for each Common Share held. In addition, holders of Common Shares are entitled to receive on a pro rata basis dividends if, as and when declared by our board of directors and, upon liquidation, dissolution or winding-up, are entitled to receive on a pro rata basis our net assets after payment of debts and other liabilities, in each case subject to the rights, privileges, restrictions and conditions attaching to any other series or class of shares, including preferred shares, ranking in priority to, or equal with, the holders of the Common Shares. Any alteration of the rights attached to Common Shares must be approved by at least two-thirds of the Common Shares voted at a meeting of our shareholders.
Preferred Shares
Preferred shares without par value may at any time and from time to time be issued in one or more series. Our board of directors may from time to time by resolution determine the maximum number of preferred shares of any such series or determine there is no maximum, determine the designation of the preferred shares of that series and amend our articles to create, define and attach, and if permitted by the Business Corporations Act (British Columbia) (“BCBCA”), alter, vary or abrogate, any special rights and restrictions to be attached to the preferred shares of that series. Except as provided in the special rights and restrictions attaching to the preferred shares, the holders of preferred shares will not be entitled to receive notice of, attend or vote any meeting of our shareholders. Holders of preferred shares will be entitled to preference with respect to the payment of dividends on such shares over the Common Shares, and over any other of our shares ranking junior to the preferred shares with respect to payment of dividends. In the event of our liquidation, dissolution or winding-up, holders of preferred shares will be entitled to preference with respect to distribution of our property or assets over the Common Shares and over any of our other shares ranking junior to the preferred shares with respect to the repayment of capital paid up on, and the payment of any or all accrued and unpaid cumulative dividends whether or not earned or declared, or any or all declared and unpaid non-cumulative dividends, on the preferred shares.
19
CERTAIN INCOME TAX CONSIDERATIONS
The applicable Prospectus Supplement will describe certain
Canadian and U.S. federal income tax consequences to investors described therein
of acquiring any Securities offered thereunder.
LEGAL MATTERS
Certain legal matters related to the Securities offered by this
Prospectus will be passed upon on our behalf by Lawson Lundell LLP with respect
to Canadian legal matters and by Dorsey & Whitney LLP with respect to U.S.
legal matters.
TRANSFER AGENT AND REGISTRAR
The transfer agent and registrar for the Common Shares in
Canada is Computershare Investor Services Inc. at its principal offices in
Vancouver, British Columbia.
INTEREST OF EXPERTS
None of Donald E. Hulse, P.E., William J. Crowl, MMSA, Deepak
Malhotra, Ph.D., Mark Turner, B.Eng., MAusIMM, Andrew Vigar, B. App Sc Geo.,
FAusIMM, MSEG, FAusMM CP, Mark Wanless, Pr.Sci.Nat., Shaun Crisp, Pr.Sci.Nat.,
William Lytle, P.E., M.Sc., B.Sc., Tom Garagan, P.Geo, B.Sc., Hermanus Kriel,
Pr.Eng., B.Eng., Glenn Bezuidenhout, Pr.Eng., FSAIMM, Guy Wiid, Pr.Eng., M.Sc.,
B.Sc. and Werner Petrick, Certified Environmental Practitioner, B.Sc. Eng.,
M.Env. Mgt., William N. Pearson, Ph.D., P.Geo., Graham Speirs, P.Eng., Nic
Johnson, MAIG, Chris Kaye, FAusIMM, Don Tschabrun RM SME, Stephanus Coetzee,
Pr.SciNat, Ben Parsons, MAusIMM (CP), MSc, Jonathon Priest, SCPM, C.Eng., MIMMM,
PMP, M.Eng, Andrew Carter, B.Sc., C.Eng., MIMMM, MSAIMM, SME, Laszlo Bodi,
M.Sc., P.Eng., Richard Hope, C.Eng., MIMMM, Geoff Ricks, C.Env, FIMMM PhD, Ian Lloyd,
B.Eng., M.Sc., C.Eng. MIET, Brian Scott, P. Geo., Kevin Pemberton, P.E., Peter
Montano, P.E., Vaughan Chamberlain, FAusIMM, Ken Jones, P.E., Sandy Hunter,
MAusIMM (CP) and David Morgan, MIE Aust CPEng, each being persons who
have prepared or certified a report under NI 43-101 referenced in this
Prospectus, either directly or in a document incorporated by reference, received
or has received a direct or indirect interest in any securities or other
property of the Company or of any associate or affiliate of the Company.
As at the date hereof, the aforementioned persons, and the
directors, officers and employees, as applicable, of each of the aforementioned
companies and partnerships beneficially own, directly or indirectly, in the
aggregate, less than one percent of the securities of the Company.
Neither the aforementioned persons, nor any director, officer,
employee or partner, as applicable, of the aforementioned companies or
partnerships, is currently expected to be elected, appointed or employed as a
director, officer or employee of us or of any associate or affiliate of us.
Our auditor, PricewaterhouseCoopers LLP, Chartered
Professional Accountants, of Vancouver, British Columbia, report that they are
independent from us in accordance with the Chartered Professional Accountants of
British Columbia, Canada, Code of Professional Conduct and with the rules and
regulations of the SEC. PricewaterhouseCoopers LLP is registered with the Public
Company Accounting Oversight Board.
ENFORCEABILITY OF CIVIL LIABILITIES
We are a company organized and existing under the BCBCA. Many
of our directors and officers, and some of the experts named in this Prospectus,
are residents of Canada or otherwise reside outside the United States, and all
or a substantial portion of their assets, and a substantial portion of our
assets, are located outside the United States. We have appointed an agent for
service of process in the United States, but it may be difficult for holders of
Securities who reside in the United States to effect service within the United
States upon those directors, officers and experts who are not residents of the
United States. It may also be difficult for holders of Securities who reside in
the United States to realize in the United States upon judgments of courts of
the United States predicated upon our civil liability and the civil liability of
our directors, officers and experts under the United States federal securities
laws. A final judgment for a liquidated sum in favour of a private litigant
granted by a United States court and predicated solely upon civil liability
under United States federal securities laws would, subject to certain exceptions
identified in the law of individual provinces and territories of Canada, likely
be enforceable in Canada if the United States court in which the judgment was
obtained had a basis for jurisdiction in the matter that would be recognized by
the domestic Canadian court for the same purposes. There is a significant risk
that a given Canadian court may not have jurisdiction or may decline
jurisdiction over a claim based solely upon United States federal securities law
on application of the conflict of laws principles of the province or territory
in Canada in which the claim is brought.
20
PART II
INFORMATION NOT REQUIRED TO BE DELIVERED TO
OFFEREES OR
PURCHASERS
Indemnification of Directors and Officers.
Business Corporations Act
The Business Corporations Act (British Columbia)
(BCBCA) provides that a company may:
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indemnify an eligible party against all judgments, penalties or fines
awarded or imposed in, or amounts paid in settlement of, an eligible
proceeding, to which the eligible party is or may be liable; and
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after the final disposition of an eligible proceeding, pay the expenses
(which includes costs, charges and expenses (including legal and other fees)
but excludes judgments, penalties, fines or amounts paid in settlement of a
proceeding) actually and reasonably incurred by an eligible party in respect
of that proceeding.
However, after the final disposition of an eligible proceeding,
a company must pay expenses actually and reasonably incurred by an eligible
party in respect of that proceeding if the eligible party (i) has not been
reimbursed for those expenses, and (ii) is wholly successful, on the merits or
otherwise, or is substantially successful on the merits, in the outcome of the
proceeding. The BCBCA also provides that a company may pay the expenses as they
are incurred in advance of the final disposition of an eligible proceeding if
the company first receives from the eligible party a written undertaking that,
if it is ultimately determined that the payment of expenses is prohibited under
the BCBCA, the eligible party will repay the amounts advanced.
For the purpose of the BCBCA, an eligible party, in relation
to a company, means an individual who:
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is or was a director or officer of the company; |
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is or was a director or officer of another
corporation |
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at a time when the corporation is or was an affiliate of
the company, or |
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at the request of the company; or |
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at the request of the company, is or was, or holds or
held a position equivalent to that of, a director or officer of a
partnership, trust, joint venture or other unincorporated
entity; |
and includes, with some exceptions, the heirs and personal or
other legal representatives of that individual.
An eligible proceeding under the BCBCA is a proceeding in
which an eligible party or any of the heirs and personal or other legal
representatives of the eligible party, by reason of the eligible party being or
having been a director or officer of, or holding or having held a position
equivalent to that of a director or officer of, the company or an associated
corporation (i) is or may be joined as a party, or (ii) is or may be liable for
or in respect of a judgment, penalty or fine in, or expenses related to, the
proceeding. A proceeding includes any legal proceeding or investigative
action, whether current, threatened, pending or completed.
Notwithstanding the foregoing, the BCBCA prohibits indemnifying
an eligible party or paying the expenses of an eligible party if any of the
following conditions apply:
- if the indemnity or payment is made under an earlier agreement to
indemnify or pay expenses and, at the time that such agreement was made, the
company was prohibited from giving the indemnity or paying the expenses by its
memorandum or articles;
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if the indemnity or payment is made otherwise than under an earlier
agreement to indemnify or pay expenses and, at the time that the indemnity or
payment is made, the company is prohibited from giving the indemnity or paying
the expenses by its memorandum or articles;
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if, in relation to the subject matter of the eligible proceeding, the
eligible party did not act honestly and in good faith with a view to the best
interests of the company or the associated corporation, or as the case may be;
or
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in the case of an eligible proceeding other than a civil proceeding, if the
eligible party did not have reasonable grounds for believing that the eligible
partys conduct in respect of which the proceeding was brought was lawful.
Additionally, if an eligible proceeding is brought against an
eligible party by or on behalf of the company or by or on behalf of an
associated corporation, the company must not (i) indemnify the eligible party in
respect of the proceeding; or (ii) pay the expenses of the eligible party in
respect of the proceeding.
Whether or not payment of expenses or indemnification has been
sought, authorized or declined under the BCBCA, on the application of a company
or an eligible party, the Supreme Court of British Columbia may do one or more
of the following:
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order a company to indemnify an eligible party against any liability
incurred by the eligible party in respect of an eligible proceeding;
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order a company to pay some or all of the expenses incurred by an eligible
party in respect of an eligible proceeding;
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order the enforcement of, or any payment under, an agreement of
indemnification entered into by a company;
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order a company to pay some or all of the expenses actually and reasonably
incurred by any person in obtaining an order under this section; or
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make any other order the court considers appropriate.
The BCBCA provides that a company may purchase and maintain
insurance for the benefit of an eligible party or the heirs and personal or
other legal representatives of the eligible party against any liability that may
be incurred by reason of the eligible party being or having been a director or
officer of, or holding or having held a position equivalent to that of a
director or officer of, the company or an associated corporation.
Articles of the Registrant
The Registrants articles provide that, subject to the BCBCA,
the Registrant must indemnify a director, former director or alternate director
and his or her heirs and legal personal representatives against all eligible
penalties to which such person is or may be liable and must, after the final
disposition of an eligible proceeding, pay the expenses actually and reasonably
incurred by such person in respect of that proceeding. Pursuant to the
Registrants articles, each director is deemed to have contracted with the
Registrant on the aforementioned terms.
The Registrants articles further provide that the Registrant
may indemnify any person, subject to any restrictions in the BCBCA, and that the
failure of a director, alternate director or officer of the Registrant to comply
with the BCBCA or the Registrants articles does not invalidate any indemnity to
which he or she is entitled under the Registrants articles.
The Registrant is authorized by its articles to purchase and
maintain insurance for the benefit of any eligible party.
The Registrant maintains directors and officers liability
insurance coverage through a policy covering the Registrant and its
subsidiaries, which has an annual aggregate policy limit of Cdn$100 million,
subject to a corporate deductible of Cdn$100,000 per loss for all claims
pursuant to Canadian securities laws and Cdn$500,000 per loss for all claims
pursuant to U.S. securities laws or relating to mergers and acquisitions. This
insurance provides coverage for indemnity payments made by the Registrant to its
directors, alternate directors and officers as required or permitted by law for
losses, including legal costs, incurred by officers, directors and alternate
directors in their capacity as such. This policy also provides coverage directly
to individual directors, alternate directors and officers if they are not
indemnified by the Registrant. The insurance coverage for directors, alternate
directors and officers has customary exclusions, including certain acts of libel
and slander, and those acts determined to be uninsurable under law, or
deliberately fraudulent or dishonest or to have resulted in personal profit or
advantage.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended, may be permitted to directors, officers or
persons controlling the Registrant pursuant to the foregoing provisions, the
Registrant has been informed that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act of
1933, as amended, and is therefore unenforceable.
Exhibits
Exhibit |
Description |
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4.1 |
Annual information form for the year ended December 31,
2014 dated March 27, 2015 (incorporated by reference from the Registrants
Annual Report on Form 40-F filed with the Commission on March 30, 2015) |
4.2 |
Audited consolidated financial statements of the
Registrant for the years ended December 31, 2014 and 2013 together with
the notes thereto and the auditors report thereon, (incorporated by
reference from the Registrants Annual Report on Form 40-F filed with the
Commission on March 30, 2015) |
4.3 |
Managements discussion and analysis of financial
position and results of operations for the year ended December 31, 2014
(incorporated by reference from the Registrants Annual Report on Form
40-F filed with the Commission on March 30, 2015) |
4.4 |
Management information circular of the Registrant dated
May 8, 2015 prepared in connection with the Registrants annual meeting of
shareholders held on June 12, 2015 (incorporated by reference from the
Registrants Form 6-K furnished to the Commission on May 13, 2015) |
4.5 |
Unaudited condensed interim consolidated financial
statements of the Registrant for the three and nine months ended September
30, 2015, together with the notes thereto (incorporated by reference from
the Registrants Form 6-K furnished to the Commission on November 13,
2015) |
4.6 |
Managements discussion and analysis of financial
position and results of operations for the three and nine months ended
September 30, 2015 (incorporated by reference from the Registrants Form
6-K furnished to the Commission on November 13, 2015) |
4.7 |
Press release dated May 20, 2015 (incorporated by
reference from the Registrants Form 6-K furnished to the Commission on
May 21, 2015) |
4.8 |
Press release dated June 11, 2015 (incorporated by
reference from the Registrants Form 6-K furnished to the Commission on
June 12, 2015) |
5.1 |
Consent of
PricewaterhouseCoopers LLP |
5.2 |
Consent of William Pearson |
5.3 |
Consent of Graham Speirs |
5.4 |
Consent of Brian Scott** |
5.5 |
Consent of Mark Wanless |
5.6 |
Consent of Shaun Crisp |
5.7 |
Consent of Hermanus Kriel |
5.8 |
Consent of Werner Petrick** |
5.9 |
Consent of William Lytle** |
5.10 |
Consent of Tom Garagan** |
5.11 |
Consent of Glenn Bezuidenhout** |
5.12 |
Consent of Guy Wiid** |
5.13 |
Consent of Mark Turner** |
5.14 |
Consent of Andrew Vigar* |
5.15 |
Consent of Peter Montano** |
5.16 |
Consent of Kevin Pemberton |
5.17 |
Consent of Vaughan Chamberlain** |
5.18 |
Consent of Ben Parsons |
5.19 |
Consent of Jonathon Priest** |
5.20 |
Consent of Andrew Carter** |
5.21 |
Consent of Laszlo Bodi** |
5.22 |
Consent of Richard Hope |
5.23 |
Consent of Geoff Ricks** |
5.24 |
Consent of Ian Lloyd |
5.25 |
Consent of Nic Johnson** |
5.26 |
Consent of Chris Kaye |
5.27 |
Consent of Don Tschabrun |
5.28 |
Consent of Stephanus Coetzee |
5.29 |
Consent of Donald Hulse** |
5.30 |
Consent of William Crowl** |
5.31 |
Consent of Deepak Malhotra** |
5.32 |
Consent of Sandy Hunter |
5.33 |
Consent of David Morgan |
5.34 |
Consent of Ken Jones |
6.1 |
Powers of Attorney** |
7.1 |
Form of Indenture relating to securities to which this
Registration Statement relates (if debt securities are offered by a
supplement to this Registration Statement, the Registrant will file with
the Commission a trustees Statement of Eligibility on Form
T-1)** |
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* To be filed by amendment
** Previously filed |
PART III
UNDERTAKING AND CONSENT TO SERVICE OF PROCESS
The Registrant 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 securities registered
pursuant to this Form F-10 or to transactions in said securities.
Item 2. Consent to Service of Process.
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(a) |
Concurrently with the filing of this Registration
Statement, the Registrant is filing with the Commission a written
irrevocable consent and power of attorney on Form F-X. |
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(b) |
Any change to the name or address of the Registrants
agent for service shall be communicated promptly to the Commission by
amendment to Form F-X referencing the file number of this Registration
Statement. |
SIGNATURES
Pursuant to the requirements of
the Securities Act of 1933, the Registrant certifies that it has reasonable
grounds to believe that it meets all of the requirements for filing on Form F-10
and has duly caused this Amendment No. 1 to this Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Vancouver, Province
of British Columbia, Canada, on this 23rd day of December, 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 |
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Counsel and
Secretary |
Pursuant to the requirements of
the Securities Act of 1933, this Amendment No. 1 to this Registration Statement has been signed by the
following persons in the capacities and on the dates indicated:
Signature |
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Date |
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/s/ Clive T.
Johnson |
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President, Chief Executive Officer and |
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December 23, 2015 |
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Clive T. Johnson |
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Director (Principal Executive Officer) |
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/s/ Mike Cinnamond |
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Senior Vice President of Finance and Chief |
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December 23, 2015 |
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Mike Cinnamond |
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Financial Officer (Principal Financial |
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Officer and Principal Accounting Officer) |
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* |
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Chairman of the Board |
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December 23, 2015 |
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Robert Cross |
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* |
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Director |
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December 23, 2015 |
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Jerry Korpan |
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Signature |
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Title |
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Date |
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/s/ Barry Rayment |
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Director and Authorized Representative in |
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December 23, 2015 |
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Barry Rayment |
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the United States |
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* |
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Director |
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December 23, 2015 |
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Robert Gayton |
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* |
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Director |
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December 23, 2015 |
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Bongani Mtshisi |
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* |
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Director |
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December 23, 2015 |
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Kevin Bullock |
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Director |
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December 23, 2015 |
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Mark Connelly |
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* By: /s/ Mike Cinnamond
Name: Mike Cinnamond
Title: Attorney-in-Fact
EXHIBIT INDEX
Exhibit |
Description |
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4.1 |
Annual information form for the year ended December 31,
2014 dated March 27, 2015 (incorporated by reference from the Registrants
Annual Report on Form 40-F filed with the Commission on March 30, 2015) |
4.2 |
Audited consolidated financial statements of the
Registrant for the years ended December 31, 2014 and 2013 together with
the notes thereto and the auditors report thereon, (incorporated by
reference from the Registrants Annual Report on Form 40-F filed with the
Commission on March 30, 2015) |
4.3 |
Managements discussion and analysis of financial
position and results of operations for the year ended December 31, 2014
(incorporated by reference from the Registrants Annual Report on Form
40-F filed with the Commission on March 30, 2015) |
4.4 |
Management information circular of the Registrant dated
May 8, 2015 prepared in connection with the Registrants annual meeting of
shareholders held on June 12, 2015 (incorporated by reference from the
Registrants Form 6-K furnished to the Commission on May 13, 2015) |
4.5 |
Unaudited condensed interim consolidated financial
statements of the Registrant for the three and nine months ended September
30, 2015, together with the notes thereto (incorporated by reference from
the Registrants Form 6-K furnished to the Commission on November 13,
2015) |
4.6 |
Managements discussion and analysis of financial
position and results of operations for the three and nine months ended
September 30, 2015 (incorporated by reference from the Registrants Form
6-K furnished to the Commission on November 13, 2015) |
4.7 |
Press release dated May 20, 2015 (incorporated by
reference from the Registrants Form 6-K furnished to the Commission on
May 21, 2015) |
4.8 |
Press release dated June 11, 2015 (incorporated by
reference from the Registrants Form 6-K furnished to the Commission on
June 12, 2015) |
5.1 |
Consent of
PricewaterhouseCoopers LLP |
5.2 |
Consent of William Pearson |
5.3 |
Consent of Graham Speirs |
5.4 |
Consent of Brian Scott** |
5.5 |
Consent of Mark Wanless |
5.6 |
Consent of Shaun Crisp |
5.7 |
Consent of Hermanus Kriel |
5.8 |
Consent of Werner Petrick** |
5.9 |
Consent of William Lytle** |
5.10 |
Consent of Tom Garagan** |
5.11 |
Consent of Glenn Bezuidenhout** |
5.12 |
Consent of Guy Wiid** |
5.13 |
Consent of Mark Turner** |
5.14 |
Consent of Andrew Vigar* |
5.15 |
Consent of Peter Montano** |
5.16 |
Consent of Kevin Pemberton |
5.17 |
Consent of Vaughan Chamberlain** |
5.18 |
Consent of Ben Parsons |
5.19 |
Consent of Jonathon Priest** |
5.20 |
Consent of Andrew Carter** |
5.21 |
Consent of Laszlo Bodi** |
5.22 |
Consent of Richard Hope |
5.23 |
Consent of Geoff Ricks** |
5.24 |
Consent of Ian Lloyd |
5.25 |
Consent of Nic Johnson** |
5.26 |
Consent of Chris Kaye |
5.27 |
Consent of Don Tschabrun |
5.28 |
Consent of Stephanus Coetzee |
5.29 |
Consent of Donald Hulse** |
5.30 |
Consent of William Crowl** |
5.31 |
Consent of Deepak Malhotra** |
5.32 |
Consent of Sandy Hunter |
5.33 |
Consent of David Morgan |
5.34 |
Consent of Ken Jones |
6.1 |
Powers of Attorney** |
7.1 |
Form of Indenture relating to securities to which this
Registration Statement relates (if debt securities are offered by a
supplement to this Registration Statement, the Registrant will file with
the Commission a trustees Statement of Eligibility on Form
T-1)** |
|
* To be filed by amendment
** Previously filed |
Consent of PricewaterhouseCoopers LLP
We hereby consent to the incorporation by reference in this registration statement on form F-10/A (No. 333-208506) of B2Gold Corp. of our report dated March 12, 2015 relating to the consolidated financial statements and effectiveness of internal control over financial reporting of B2Gold Corp., which appears in B2Gold Corp.’s Annual Report on Form 40-F for the year ended December 31, 2014.
/s/ PricewaterhouseCoopers LLP |
Chartered Professional Accountants |
Vancouver, British Columbia |
December 23, 2015 |
CONSENT OF WILLIAM PEARSON
The undersigned hereby consents to the references to, and the
information derived from, the reports titled (i) Technical Report of Mineral
Resources and Mineral Reserves, Limon Mine and Mestiza La India Areas,
Nicaragua dated March 14, 2009 and (ii) Technical Report of Mineral Resources
and Mineral Reserves, Limon Mine and Mestiza Areas, Nicaragua dated March 31,
2008, and to the references, as applicable, to the undersigned's name included
in or incorporated by reference in the Registration Statement on Form F-10 being
filed by B2Gold Corp.
/s/ William
Pearson |
William Pearson, Ph.D., P.Geo. |
December 23, 2015 |
CONSENT OF GRAHAM SPEIRS
The undersigned hereby consents to the references to, and the
information derived from, the reports titled (i) Technical Report of Mineral
Resources and Mineral Reserves, Limon Mine and Mestiza La India Areas,
Nicaragua dated March 14, 2009 and (ii) Technical Report of Mineral Resources
and Mineral Reserves, Limon Mine and Mestiza Areas, Nicaragua dated March 31,
2008, and to the references, as applicable, to the undersigned's name included
in or incorporated by reference in the Registration Statement on Form F-10 being
filed by B2Gold Corp.
/s/ Graham Speirs
|
Graham Speirs, P.Eng. |
December 23, 2015 |
CONSENT OF MARK WANLESS
The undersigned hereby consents to the references to, and the information derived from, the report titled “Independent Technical Report on the Otjikoto Gold Project” dated March 31, 2010, and to the references, as applicable, to the undersigned's name included in or incorporated by reference in the Registration Statement on Form F-10 being filed by B2Gold Corp.
/s/ Mark Wanless |
Mark Wanless, Pr.Sci.Nat. |
December 21, 2015 |
CONSENT OF SHAUN CRISP
The undersigned hereby consents to the references to, and the information derived from, the report titled “Independent Technical Report on the Otjikoto Gold Project” dated March 31, 2010, and to the references, as applicable, to the undersigned's name included in or incorporated by reference in the Registration Statement on Form F-10 being filed by B2Gold Corp.
/s/ Shaun Crisp |
Shaun Crisp, Pr.Sci.Nat.
|
December 21, 2015 |
CONSENT OF HERMANUS KRIEL
The undersigned hereby consents to the references to, and the
information derived from, the report titled NI 43-101 Technical Report
Feasibility Study: Otjikoto Gold Project, Province of Otjozondjupa, Republic of
Namibia dated February 25, 2013, and to the references, as applicable, to the
undersigned's name included in or incorporated by reference in the Registration
Statement on Form F-10 being filed by B2Gold Corp.
/s/ Hermanus Kriel
|
Hermanus Kriel, Pr.Eng., B.Eng. |
December 21, 2015 |
CONSENT OF KEVIN PEMBERTON
The undersigned hereby consents to the references to, and the
information derived from, mineral reserve estimates for the Masbate Mine and the
Limon Mine, and to the references, as applicable, to the undersigned's name
included in or incorporated by reference in the Registration Statement on Form
F-10 being filed by B2Gold Corp.
/s/ Kevin
Pemberton |
Kevin Pemberton, P.E. |
December 23, 2015 |
CONSENT OF BEN PARSONS
The undersigned hereby consents to the references to, and the
information derived from, (i) the report titled Kiaka Gold Project
Prefeasibility Study dated May 23, 2012, (ii) the report titled An Updated
Mineral Resource Estimate on the Kiaka Gold Project, Burkina Faso dated January
8, 2013, and (iii) mineral resource estimates for the Kiaka Project, and to the
references, as applicable, to the undersigned's name included in or incorporated
by reference in the Registration Statement on Form F-10 being filed by B2Gold
Corp.
/s/ Ben Parsons
|
Ben Parsons, MAusIMM (CP), M.Sc. |
December 23, 2015 |
CONSENT OF RICHARD HOPE
The undersigned hereby consents to the references to, and the
information derived from, the report titled Kiaka Gold Project Prefeasibility
Study dated May 23, 2012, and to the references, as applicable, to the
undersigned's name included in or incorporated by reference in the Registration
Statement on Form F-10 being filed by B2Gold Corp.
/s/ Richard Hope
|
Richard Hope, C.Eng., MIMMM |
December 23, 2015 |
CONSENT OF IAN LLOYD
The undersigned hereby consents to the references to, and the
information derived from, the report titled Kiaka Gold Project Prefeasibility
Study dated May 23, 2012, and to the references, as applicable, to the
undersigned's name included in or incorporated by reference in the Registration
Statement on Form F-10 being filed by B2Gold Corp.
/s/ Ian Lloyd
|
Ian Lloyd, B.Eng., M.Sc., C.Eng., MIET |
December 15, 2015 |
CONSENT OF CHRIS KAYE
The undersigned hereby consents to the references to, and the
information derived from, the report titled Fekola Gold Project, Mali, NI
43-101 Technical Report on Preliminary Economic Assessment dated June 3, 2014,
and to the references, as applicable, to the undersigned's name included in or
incorporated by reference in the Registration Statement on Form F-10 being filed
by B2Gold Corp.
/s/ Chris Kaye
|
Chris Kaye, FAusIMM |
December 23, 2015 |
CONSENT OF DON TSCHABRUN
The undersigned hereby consents to the references to, and the
information derived from, the report titled Fekola Gold Project, Mali, NI
43-101 Technical Report on Preliminary Economic Assessment dated June 3, 2014,
and to the references, as applicable, to the undersigned's name included in or
incorporated by reference in the Registration Statement on Form F-10 being filed
by B2Gold Corp.
/s/ Don Tschabrun
|
Don Tschabrun, RM SME |
December 18, 2015 |
CONSENT OF STEPHANUS COETZEE
The undersigned hereby consents to the references to, and the
information derived from, the report titled Fekola Gold Project, Mali, NI
43-101 Technical Report on Preliminary Economic Assessment dated June 3, 2014,
and to the references, as applicable, to the undersigned's name included in or
incorporated by reference in the Registration Statement on Form F-10 being filed
by B2Gold Corp.
/s/ Stephanus
Coetzee |
Stephanus Coetzee, Pr. Sci.Nat. |
December 14, 2015 |
CONSENT OF SANDY HUNTER
The undersigned hereby consents to the references to, and the
information derived from, the report titled NI 43-101 Technical Report,
Feasibility Study on the Fekola Gold Project in Mali dated June 30, 2015, and
to the references, as applicable, to the undersigned's name included in or
incorporated by reference in the Registration Statement on Form F-10 being filed
by B2Gold Corp.
/s/ Sandy Hunter
|
Sandra (Sandy) Hunter, MAusIMM (CP) |
December 17, 2015 |
CONSENT OF DAVID MORGAN
The undersigned hereby consents to the references to, and the
information derived from, the report titled NI 43-101 Technical Report,
Feasibility Study on the Fekola Gold Project in Mali dated June 30, 2015, and
to the references, as applicable, to the undersigned's name included in or
incorporated by reference in the Registration Statement on Form F-10 being filed
by B2Gold Corp.
/s/ David Morgan
|
David Morgan, MIEAust CPEng |
December 23, 2015 |
CONSENT OF KEN JONES
The undersigned hereby consents to the references to, and the
information derived from, the report titled NI 43-101 Technical Report,
Feasibility Study on the Fekola Gold Project in Mali dated June 30, 2015, and
to the references, as applicable, to the undersigned's name included in or
incorporated by reference in the Registration Statement on Form F-10 being filed
by B2Gold Corp.
/s/ Ken Jones
|
Ken Jones, P.E. |
December 23, 2015 |
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