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 October, 2021
Commission File Number: 001-35936
B2Gold
Corp.
(Translation of registrant’s name into English)
British Columbia, Canada
(Jurisdiction of incorporation or organization)
Suite 3400, Park Place
666 Burrard Street
Vancouver, British Columbia
V6C 2X8
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 |
[X] 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: October 25,
2021 |
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
![](https://www.sec.gov/Archives/edgar/data/1429937/000127956921001458/logo.jpg)
News Release
B2Gold Agrees to Sell Burkina Faso Projects
to West African Resources
Vancouver, BC, October 25, 2021 - B2Gold
Corp. (TSX: BTO, NYSE AMERICAN: BTG, NSX: B2G)(“B2Gold”) is pleased to announce that it has entered into a binding
agreement with West African Resources Limited (ASX:WAF)(“WAF”) dated October 25, 2021 (the “Kiaka Agreement”),
pursuant to which B2Gold has agreed to sell to WAF 100% of the issued and outstanding shares of Volta Resources (Cayman) Inc., the holder
of an 81% interest in the Kiaka gold project located in Burkina Faso (the “Kiaka Project”). Under the terms of the
Kiaka Agreement, B2Gold will receive the following consideration (the “Kiaka Transaction”):
| (a) | cash payment of US$450,000 paid on execution of the Kiaka Agreement; |
| (b) | US$45,000,000 payable on closing of the Kiaka Transaction, comprised of 50% cash and 50% in WAF ordinary
shares; |
| (c) | US$45,000,000 payable on the earlier of (i) commencement of construction at the Kiaka Project (provided
such date will be a minimum of 6 months from the date of the Kiaka Agreement), (ii) completion of a positive feasibility study at the
Kiaka Project, and (iii) October 25, 2022, in cash or WAF ordinary shares, at B2Gold’s option but subject to any required WAF shareholder
approval to issue WAF ordinary shares; and |
| (d) | 2.7% net smelter return (“NSR”) royalty interest on the first 2,500,000 ounces of gold
produced at the Kiaka Project, and a 0.45% NSR royalty interest on the next 1,500,000 ounces of gold produced at the Kiaka Project. |
The closing of the Kiaka Transaction is subject
to certain customary conditions, including completion of a transaction between WAF and GAMS-Mining F&I Ltd. (“GAMS”)
pursuant to which WAF will acquire GAMS’ 9% interest in the Kiaka Project, and completion of the transaction under the Amended Toega
Agreement (as defined below). The parties expect the Kiaka Transaction to be completed by the end of November 2021.
Clive Johnson, President and Chief Executive
Officer of B2Gold, stated: “We are pleased to have reached an agreement with WAF relating to the sale of the Kiaka Project, building
on a strong relationship that we have formed with WAF over the past several years following the initial agreement relating to the Toega
Project. WAF has a strong reputation of being a solid operator in Burkina Faso and with its existing local infrastructure and operating
experience is well positioned to move the Kiaka Project forward in a timely and cost-effective manner. B2Gold, through the WAF shares
it will receive as part of the consideration, and royalties on both the Kiaka and Toega projects, will continue to benefit from the future
development of the projects.”
In addition, B2Gold has entered into an amended
and restated purchase agreement with WAF and GAMS dated October 25, 2021 (the “Amended Toega Agreement”), pursuant
to which B2Gold has now agreed to sell to WAF 100% of the shares of Kiaka Gold SARL, the holder of the Toega gold project located in Burkina
Faso (the “Toega Project”)(the original transaction was structured as a sale of assets comprising the Toega Project)
and GAMS will sell its 10% beneficial interest in the Toega Project. B2Gold holds a 90% beneficial interest in the Toega Project with
GAMS holding the remaining 10%. Under the terms of the Amended Toega Agreement, B2Gold will receive a cash payment of $18,000,000 (US$9,000,000
of which has been received), and on the first 1,500,000 ounces of gold produced at the Toega Project, a 2.7% NSR royalty until such time
as the royalty payments total US$22,500,000 and thereafter a 0.45% NSR royalty interest (the “Toega Transaction”).
The closing of the Toega Transaction is subject to certain customary conditions. The parties expect the Toega Transaction to be completed
by the end of November 2021.
About B2Gold Corp.
B2Gold is a low-cost international senior gold
producer headquartered in Vancouver, Canada. Founded in 2007, today, B2Gold has operating gold mines in Mali, Namibia and the Philippines,
and numerous exploration and development projects in various countries including Mali, Colombia, Burkina Faso, Finland and Uzbekistan.
B2Gold forecasts total consolidated gold production of between 1,015,000 and 1,055,000 ounces in 2021.
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 NYSE American
LLC neither approve nor disapprove the information contained in this news release.
Production results and production guidance
presented in this news release reflect total production at the mines B2Gold operates on a 100% project basis. Please see our Annual Information
Form dated March 30, 2021 for a discussion of our ownership interest in the mines B2Gold operates.
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; outlook; guidance; forecasts; estimates; and other statements
regarding future or estimated financial and operational performance, gold production and sales, revenues and cash flows, and capital costs
(sustaining and non-sustaining) and operating costs, including closing of the Kiaka Transaction including the satisfaction of the closing
conditions thereunder and the expected timing thereof, completion of the transaction with GAMS and the expected timing thereof, satisfaction
of the requirements for the payment of the second US$45,000,000 under the Kiaka Transaction, closing of the Toega Transaction including
the satisfaction of the closing conditions thereunder and the expected timing thereof; and including, without limitation: total consolidated
gold production of between 1,015,000 and 1,050,000 ounces in 2021. 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 associated with or related to: the
duration and extent of the COVID-19 pandemic, the effectiveness of preventative measures and contingency plans put in place by the Company
to respond to the COVID-19 pandemic, including, but not limited to, social distancing, a non-essential travel ban, business continuity
plans, and efforts to mitigate supply chain disruptions; escalation of travel restrictions on people or products and reductions in the
ability of the Company to transport and refine doré; the volatility of metal prices and B2Gold's common shares; changes in tax
laws; the dangers inherent in exploration, development and mining activities; the uncertainty of reserve and resource estimates; not achieving
production, cost or other estimates; actual production, development plans and costs differing materially from the estimates in B2Gold's
feasibility and other studies; the ability to obtain and maintain any necessary permits, consents or authorizations required for mining
activities; environmental regulations or hazards and compliance with complex regulations associated with mining activities; climate change
and climate change regulations; the ability to replace mineral reserves and identify acquisition opportunities; the unknown liabilities
of companies acquired by B2Gold; the ability to successfully integrate new acquisitions; fluctuations in exchange rates; the availability
of financing; financing and debt activities, including potential restrictions imposed on B2Gold's operations as a result thereof and the
ability to generate sufficient cash flows; operations in foreign and developing countries and the compliance with foreign laws, including
those associated with operations in Mali, Namibia, the Philippines, Colombia and Burkina Faso and including risks related to changes in
foreign laws and changing policies related to mining and local ownership requirements or resource nationalization generally, including
in response to the COVID-19 outbreak; 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 local instability or acts of terrorism and the effects thereof; the reliance upon contractors,
third parties and joint venture partners; the lack of sole decision-making authority related to Filminera Resources Corporation, which
owns the Masbate Project; challenges to title or surface rights; the dependence on key personnel and the 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; community support for B2Gold's operations, including risks related to strikes and the halting of such operations
from time to time; conflicts with small scale miners; failures of information systems or information security threats; the ability to
maintain adequate internal controls over financial reporting as required by law, including Section 404 of the Sarbanes-Oxley Act; compliance
with anti-corruption laws, and sanctions or other similar measures; social media and B2Gold's reputation; risks affecting Calibre having
an impact on the value of the Company's investment in Calibre, and potential dilution of our equity interest in Calibre; 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, B2Gold's current Form 40-F Annual Report 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 B2Gold's forward-looking statements
B2Gold'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 B2Gold's ability
to carry on current and future operations, including: the duration and effects of COVID-19 on our operations and workforce; 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; B2Gold's ability
to meet or achieve estimates, projections and forecasts; the availability and cost of inputs; the price and market for outputs, including
gold; foreign exchange rates; taxation levels; 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.
B2Gold's forward-looking statements are based
on the opinions and estimates of management and reflect their current expectations regarding future events and operating performance and
speak only as of the date hereof. B2Gold 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. There can be no assurance that forward-looking
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. 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
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