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 November, 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.
| |
B2Gold Corp. |
|
| |
|
|
|
| |
|
|
|
| Date: November 26,
2019 |
By: |
/s/ Roger Richer |
|
| |
Name: |
Roger Richer |
|
| |
Title: |
Executive Vice President, General Counsel & Secretary |
|
EXHIBIT INDEX
Exhibit
99.1
News Release
B2 Gold Announces Early Warning
Report Filed Pursuant to National Instrument 62-103
Vancouver, Canada, November 26, 2019
- B2Gold Corp. (TSX: BTO, NYSE AMERICAN: BTG, NSX: B2G) (“B2Gold” or the “Company”) announces
today that it acquired 17,618,667 common shares (the “Debenture Shares”) of Calibre Mining Corp. (“Calibre”)
on November 22, 2019, pursuant to the terms of a convertible debenture (the “Debenture”) issued by Calibre to
B2Gold on October 15, 2019, as a portion of the purchase consideration for B2Gold’s interest in El Limon and La Libertad
mines, the Pavon Gold Project and additional mineral concessions in Nicaragua and all related facilities and equipment (the “Transaction”).
Immediately prior to the acquisition of
the Debenture Shares, B2Gold held 93,331,666 common shares of Calibre (the “Calibre Shares”), representing approximately
30.08% of the total issued and outstanding Calibre Shares. As a result of the issuance of the Debenture Shares, B2Gold now holds
110,950,333 Calibre Shares, approximately 33.83% of the issued and outstanding Calibre Shares (calculated as at November 22, 2019).
The Debenture Shares were acquired and
are presently being held for investment purposes and such shares were acquired pursuant to the Transaction and upon the terms and
conditions of the Debenture. In the future, B2Gold will evaluate its investment in Calibre from time to time and may, based on
such evaluation, market conditions and other circumstances, increase or decrease shareholdings as circumstances require through
market transactions, private agreements or otherwise.
For further details of the Transaction,
including the Debenture, please refer to the Management Information Circular of Calibre dated August 30, 2019, as supplemented
on October 4, 2019, and available for viewing under Calibre’s SEDAR profile at www.sedar.com.
B2Gold is incorporated under the laws
of British Columbia and the Company’s head office is located at Suite 3100, 595 Burrard Street, Vancouver, British Columbia,
V7X 1J1. Calibre’s head office is located at Suite 413, 595 Burrard Street, Vancouver, British Columbia, V7X 1J1. A copy
of the Early Warning Report to which this news release relates can be obtained from the Company’s Corporate Secretary (+1
604-681-8371) or under Calibre’s SEDAR profile at www.sedar.com.
About B2Gold Corp.
Headquartered in Vancouver, Canada, B2Gold
Corp. is the world's new senior gold producer. Founded in 2007, today, B2Gold has three operating gold mines and numerous exploration
and development projects in various countries including Mali, the Philippines, Namibia 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 |
| +1 604-681-8371 |
+1 604-681-8371 |
| 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.
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 statements regarding the intentions
of the Company with respect to the Calibre Shares presently held by the Company, any future acquisitions or dispositions of Calibre
Shares by the Company or its affiliates, and the factors which may affect any decisions to pursue any such acquisitions or dispositions.
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 factors identified and described under the heading “Risk Factors” in B2Gold’s most recent
Annual Information Form and the Company’s other filings with Canadian securities regulators and the United States Securities
and Exchange Commission, which may be viewed at www.sedar.com and www.sec.gov, respectively. 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 B2Gold’s eventual interest in Calibre could differ materially from the intentions 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 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. For the reasons set forth above, undue reliance should not be placed on
forward-looking statements.
This regulatory filing also includes additional resources:
ex991.pdf
B2Gold (AMEX:BTG)
Historical Stock Chart
From Aug 2024 to Sep 2024
B2Gold (AMEX:BTG)
Historical Stock Chart
From Sep 2023 to Sep 2024
