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 September, 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:
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.
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B2Gold Corp. |
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Date: September
16, 2019 |
By: |
/s/ Roger Richer |
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Name: |
Roger Richer |
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Title: |
Executive Vice President, General Counsel & Secretary |
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EXHIBIT INDEX
Exhibit
99.1
News Release
B2Gold and AngloGold Ashanti to Amend
Ownership and Management of the
Gramalote Project, Colombia
Vancouver, September 16, 2019 - B2Gold
Corp. (TSX: BTO, NYSE AMERICAN: BTG, NSX: B2G) (“B2Gold” or the “Company”) is pleased to announce that
the Company and AngloGold Ashanti Limited (“AngloGold”) have agreed in principle to terms relating to the parties’
respective ownership percentages and future management of the joint venture on the Gramalote gold project in Colombia. The companies
have agreed that B2Gold will sole fund the next $13.9 million of expenditures on the Gramalote Project (the “Sole Fund Amount”),
following which B2Gold will hold a 50% ownership interest in the joint venture (B2Gold currently holds a 48.3% interest). Under
the amended terms, AngloGold and B2Gold will each hold a 50% interest and B2Gold will start an immediate transition to become manager
of the Gramalote joint venture by the end of 2019, conditional upon the parties entering into an amended and restated shareholders
agreement. The parties will continue to have equal representation on the joint venture management committee. Following the expenditure
of the Sole Fund Amount, each joint venture partner will fund its share of expenditures pro rata.
B2Gold and AngloGold have also agreed
on a budget for the feasibility study on the Gramalote Project up to $40 million for the remainder of 2019 and through the end
of 2020. This budget will fund 42,500 metres of infill drilling and 7,645 metres of geotechnical drilling for site infrastructure.
The Company currently expects to complete all drilling by the end of May 2020. In addition, the budget will fund feasibility work
including an updated mineral resource, detailed mine planning, additional environmental studies, metallurgical test work, engineering
and detailed economic analysis.
The Company expects that the Gramalote
joint venture will continue to advance resettlement programs, establish coexistence programs for small miners, work on health,
safety and environmental projects and will continue to work with government and local communities on social programs. B2Gold, as
manager, plans to continue the feasibility work into 2020 with the goal of completing a final feasibility study by December 31,
2020. Due to the extensive testing programs that have been completed and the high level of engineering performed in 2017 for an
internal pre-feasibility study, the engineering work remaining to get to final feasibility is not extensive. The main work program
for feasibility is infill drilling to confirm and upgrade the Inferred Mineral Resources to Indicated status.
The Gramalote Project is located 230 kilometres
(“km”) northwest of Bogota and 80 km northeast of Medellin in central Colombia. Based on the recent remodeling of the
Gramalote geologic resource, the Company believes that the Gramalote Project has the potential, subject to completion of infill
drilling scheduled to commence in November 2019 and a final feasibility study expected by the end of 2020, to become a large low-cost
open pit gold mine. The Gramalote Project has several key infrastructure advantages, including:
1
• Reliable water supply - high rainfall
region
• Adjacent to a national highway,
which connects to a major river and seaports
•
Proximity to the national electricity grid with ample low-cost power and stable record of hydroelectric power
• Technically capable workforce within
Colombia
The Environmental Impact Study and Project
Implementation Plans for the Gramalote Project have been fully approved by the National Authority of Environmental Licenses of
Colombia. Due to the desired modifications to the processing plant and infrastructure locations, a Modified Environment Impact
Study and a Modified Project Implementation plan were submitted and are currently in the final approval process. If the final economics
of the feasibility study are positive and the joint venture makes the decision to develop Gramalote as an open-pit gold mine, B2Gold
would utilize its proven internal mine construction team to build the mine and mill facilities.
Tom Garagan, Senior Vice President of
Exploration for B2Gold, has acted as the qualified person as defined in National Instrument 43-101 for this disclosure and supervised
the preparation of the technical information in this news release.
About B2Gold
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.
In 2019, based on current assumptions, consolidated gold production is forecast to be between 935,000 and 975,000 ounces with cash
operating costs projected to be between $520 and $560 per ounce and all-in sustaining costs projected to be between $835 and $875
per ounce.
On
Behalf of B2GOLD CORP.
“Clive T. Johnson”
President and 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 |
The Toronto Stock Exchange and the
NYSE American LLC neither approve nor disapprove the information contained in this news release.
2
This news release 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, estimates and other
statements regarding future financial and operational performance, events, production, costs, including projected cash operating
costs and AISC, capital expenditures, budgets and growth, production estimates and guidance; and statements regarding anticipated
exploration, development, construction, production, permitting and other activities and achievements of the Company, including
but not limited to: the conversion of inferred mineral resources to indicated mineral resources; the projections included in existing
technical reports, economic assessments and feasibility studies; the results of anticipated or potential new technical reports
and studies, including the potential findings and conclusions thereof. Estimates of mineral resources and reserves are also forward-looking
statements because they constitute projections 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 in this news release 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 B2Gold’s control, including risks and assumptions associated with the volatility of metal prices and our
common shares; risks and dangers inherent in exploration, development and mining activities; uncertainty of reserve and resource
estimates; risk of not achieving production, cost or other estimates; risk that actual production, development plans and costs
differ materially from the estimates in our feasibility studies; 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; 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; unknown liabilities of companies acquired by B2Gold; ability
to successfully integrate new acquisitions; fluctuations in exchange rates; availability of financing; risks relating to financing
and debt; risks related to operations in foreign and developing countries and compliance with foreign 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; risks related to reliance upon contractors, third parties and joint venture partners; challenges to title or surface rights;
dependence on key personnel and ability to attract and retain skilled personnel; the risk of an uninsurable or uninsured loss;
adverse climate and weather conditions; litigation risk; competition with other mining companies; changes in tax laws; community
support for our operations including risks related to strikes and the halting of such operations from time to time; risks related
to failures of information systems or information security threats; ability to maintain adequate internal control over financial
reporting as required by law; risks relating to compliance with anti-corruption laws; as well as other factors identified and as
described in more detail under the heading “Risk Factors” in B2Gold’s most recent Annual Information Form and
B2Gold’s other filings with Canadian securities regulators and the U.S. Securities and Exchange Commission (the “SEC”),
which may be viewed at www.sedar.com and www.sec.gov, respectively (the “Websites”). The list is not exhaustive of
the factors that may affect the Company’s 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 B2Gold will derive therefrom. The Company’s
forward-looking statements reflect current expectations regarding future events and operating performance and speak only as of
the date hereof and the Company does 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. The Company’s forward-looking statements
are based on the applicable assumptions and factors management considers reasonable as of the date hereof, based on the information
available to management at such time. These assumptions and factors include, but are not limited to, assumptions and factors related
to the Company's ability to carry on current and future operations, including development and exploration activities; the timing,
extent, duration and economic viability of such operations, including any mineral resources or reserves identified thereby; the
accuracy and reliability of estimates, projections, forecasts, studies and assessments; the Company’s ability to meet or
achieve estimates, projections and forecasts; the availability and cost of inputs; the price and market for outputs, including
gold; the timely receipt of necessary approvals or permits; the ability to meet current and future obligations; the ability to
obtain timely financing on reasonable terms when required; the current and future social, economic and political conditions and
other assumptions and factors generally associated with the mining industry. For the reasons set forth above, undue reliance should
not be placed on forward-looking statements.
3
Cautionary Note to United States
Investors
The Company has prepared its public
disclosures in accordance with Canadian securities laws, which differ in certain respects from U.S. securities laws. In particular,
this news release may refer to “mineral resources”, “measured mineral resources”, “indicated mineral
resources” or “inferred mineral resources”. While these categories of mineralization are recognized and required
by Canadian securities laws, they are not recognized by the SEC and are not normally permitted to be disclosed in SEC filings by
U.S. companies. U.S. investors are cautioned not to assume that any part of a “mineral resource”, “measured mineral
resource”, “indicated mineral resource” or “inferred mineral resource” will ever be converted into
a “reserve.” In addition, “reserves” reported by the Company under Canadian standards may not qualify as
reserves under SEC standards. Under SEC standards, mineralization may not be classified as a “reserve” unless the mineralization
can be economically and legally extracted or produced at the time the “reserve” determination is made. Accordingly,
information contained or referenced in this news release containing descriptions of the Company’s mineral deposits may not
be compatible to similar information made public by U.S. companies subject to the reporting and disclosure requirements of U.S.
federal securities laws, rules and regulations. “Inferred mineral resources” have a great amount of uncertainty as
to their existence and great uncertainty as to their economic and legal feasibility. It cannot be assumed that all or any part
of an inferred mineral resource will ever be upgraded to a higher category. Historical results or feasibility models presented
herein are not guarantees or expectations of future performance.
4
This regulatory filing also includes additional resources:
ex991.pdf
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