VANCOUVER, Oct. 15, 2019 /CNW/ - B2Gold Corp. (TSX: BTO,
NYSE AMERICAN: BTG, NSX: B2G) ("B2Gold" or the
"Company") announces today that it has completed the sale of
El Limon and La Libertad Gold Mines, the Pavon Gold Project and
additional mineral concessions in Nicaragua (collectively, the "Nicaragua
Assets") to Calibre Mining Corp. ("Calibre") for
aggregate consideration of US$100
million (the "Transaction"), subject to adjustment
for working capital under the share purchase agreement for the
Transaction. Pursuant to the terms of the Transaction, B2Gold
received on closing an aggregate of 87,986,666 common shares of
Calibre ("Calibre Shares"), representing approximately
28.35% of the issued and outstanding Calibre Shares on closing,
US$40 million in cash, a US$10 million convertible debenture (the
"Debenture"), and will receive an additional cash payment of
US$10 million on October 15, 2020 (the "Additional
Payment") (which Additional Payment may at B2Gold's option be
settled in Calibre Shares based on the five-day volume weighted
average price of Calibre Shares at the time of such payment and
provided it does not result in B2Gold holding over 31% of the
issued and outstanding Calibre Shares). The principal amount owing
under the Debenture will bear interest at 2% and will be payable in
cash on October 15, 2021, and is
convertible at a rate of CDN$0.75 per
Calibre Share. The Debenture will be a direct, unsecured obligation
of Calibre, ranking equally with all other existing and future
unsecured indebtedness of Calibre and will be a non-voting
security.
"We are pleased to join forces with Calibre in Nicaragua to continue our legacy of ten years
of responsible exploration, development and gold production. We are
pleased to become Calibre's largest shareholder and through our
roles on their Advisory Board and Board of Directors, we look
forward to assisting Calibre's experienced executive team and the
combined B2Gold/Calibre management team in Nicaragua," said Clive
Johnson, B2Gold's President and Chief Executive Officer.
Concurrently with the closing, Calibre and B2Gold entered into
an investor rights agreement which provides, among other things,
that for so long as B2Gold holds at least 10% of the issued and
outstanding Calibre Shares, it will have pro rata participation
rights and piggyback registration rights. Further, until such time
as B2Gold no longer holds 10% or more of the issued and outstanding
Calibre Shares, B2Gold must give Calibre prior written notice of
its intention to sell more than 1% of the then issued and
outstanding Calibre Shares in any 30-day period. Upon receipt of
such notice, Calibre will have five business days to designate the
purchase of all or any portion of such shares, failing which,
B2Gold will have the right to sell any remaining shares for an
additional 30 days. Additionally, for so long as B2Gold holds at
least 5% of the issued and outstanding Calibre Shares, it has the
right to nominate one director to the Calibre board of directors,
with the initial B2Gold nominee being Dale
Craig, Vice President, Operations.
Immediately prior to closing of the Transaction, B2Gold held
5,345,000 Calibre Shares, representing approximately 11.9% of the
issued and outstanding Calibre Shares. As a result of closing the
Transaction (including prior to the completion of Calibre's
subscription receipt private placement financing), B2Gold now holds
93,331,666 Calibre Shares, representing approximately 30.08% of the
total issued and outstanding Calibre Shares, calculated as at today
(not taking into account any Calibre Shares that may be issuable on
the conversion of the Debenture or the Additional Payment). For
further details of the Transaction, please refer to Calibre's
management information circular dated August
30, 2019, as supplemented on October
4, 2019, and available for viewing under Calibre's SEDAR
profile at www.sedar.com.
B2Gold acquired the Calibre Shares for investment purposes and
such shares were acquired pursuant to the Transaction upon the
terms and conditions of the share purchase agreement with Calibre.
In the future, the Company 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. A copy of the early warning
report filed by B2Gold in connection with the acquisition of common
shares will be available on Calibre's SEDAR profile. In order to
obtain a copy of the early warning report, please contact the
Corporate Secretary of the Company at telephone number:
+1-604-681-8371. The Company's head office is located at Suite
3100, Three Bentall Centre, 595 Burrard Street, Vancouver, British Columbia, V7X 1J1,
Canada.
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
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Katie
Bromley
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Vice President,
Investor Relations
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Manager, Investor
Relations & Public Relations
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+1-604-681-8371
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+1-604-681-8371
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imaclean@b2gold.com
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kbromley@b2gold.com
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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 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.
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SOURCE B2Gold Corp.