Report of Foreign Issuer (6-k)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of May, 2019

Commission File Number: 001-35936

B2Gold Corp.

(Translation of registrant’s name into English)

British Columbia, Canada

(Jurisdiction of incorporation or organization)

Suite 3100, Three Bentall Centre
595 Burrard Street
Vancouver, British Columbia V7X 1J1
Canada

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

☐ Form 20-F

☒ Form 40-F

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

DOCUMENTS INCLUDED AS PART OF THIS FORM 6-K

See the Exhibit Index hereto.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	B2Gold Corp.


Date: May 28, 2019	By:	/s/ Roger Richer
	Name:	Roger Richer
	Title:	Executive Vice President, General Counsel & Secretary

EXHIBIT INDEX

Exhibit No.		Description

99.1		News Release dated May 28, 2019 - B2Gold Announces that Independent Proxy Advisory Firms, Glass Lewis and ISS, Recommend B2Gold Shareholders Vote for All Proposed Items at the Upcoming Annual General & Special Meeting

Exhibit 99.1

News Release

B2Gold Announces that Independent Proxy Advisory Firms, Glass Lewis and ISS,

Recommend B2Gold Shareholders Vote for

All Proposed Items at the Upcoming Annual General & Special Meeting

Vancouver, May 28, 2019 - B2Gold Corp. (TSX: BTO, NYSE AMERICAN: BTG, NSX: B2G) (“B2Gold” or the “Company”) is pleased to announce that Institutional Shareholder Services (“ISS”) and Glass Lewis & Co. (“Glass Lewis”) have both recommended that shareholders vote FOR the Company’s performance share unit plan as well as vote FOR all other proposed items to be considered at the upcoming Annual General & Special Meeting of Shareholders of B2Gold.

ISS and Glass Lewis are two leading independent, third party proxy advisory firms who, among other services, provide proxy-voting recommendations to pension funds, investment managers, mutual funds and other institutional shareholders.

B2Gold encourages shareholders to read the meeting material in detail. Copies of the meeting material is available under B2Gold’s profile on SEDAR at www.sedar.com and on B2Gold’s website at www.b2gold.com/investors/agm/.

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YOUR VOTE IS IMPORTANT - PLEASE VOTE TODAY

The proxy voting deadline is 2pm (PDT) on Wednesday, June 12, 2019

The B2Gold Board of Directors UNANIMOUSLY recommends that Shareholders

Vote IN FAVOUR of All the Proposed Items

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How to Vote:

Shareholders are encouraged to vote today using the internet or telephone, to ensure your vote is received in a timely manner.

Registered shareholders may vote by: Shares held in own name and represented by a physical certificate

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Internet: www.investorvote.com

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Telephone: 1 866-732-8683

Beneficial shareholders may vote by: Shares held with a broker, bank or other intermediary

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Internet: www.proxyvote.com

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Telephone: 1 877-452-7184

B2Gold Annual General & Special Meeting:

The Annual General & Special Meeting of Shareholders of B2Gold is scheduled for 2pm (PDT) on Friday June 14, 2019, at the Fairmont Pacific Rim, 1038 Canada Place, Vancouver, BC, Canada, V6C 0B9.

Shareholder Questions and Assistance:

If you have any questions or require assistance voting your B2Gold shares, please contact the Company’s proxy solicitation agent, Laurel Hill Advisory Group, at +1 877-452-7184 toll-free in North America, or call collect outside North America at +1 416-304-0211, or by email at assistance@laurelhill.com

About B2Gold Corp.

Headquartered in Vancouver, Canada, B2Gold Corp. is the world's new senior gold producer. Founded in 2007, today, B2Gold has five operating gold mines and numerous exploration and development projects in various countries including Nicaragua, the Philippines, Namibia, Mali, Burkina Faso and Colombia.

On Behalf of B2GOLD CORP.

"Clive T. Johnson"

President & Chief Executive Officer

For more information on B2Gold, please visit the Company website at www.b2gold.com or contact:

Ian MacLean	Katie Bromley
Vice President, Investor Relations	Manager, Investor Relations & Public Relations
604-681-8371	604-681-8371
imaclean@b2gold.com	kbromley@b2gold.com