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, 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: November 30,
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
News Release
B2Gold Completes the Sale of Burkina Faso Projects
Vancouver, BC, November 30, 2021 – B2Gold
Corp. (TSX: BTO, NYSE AMERICAN: BTG, NSX: B2G)(“B2Gold”) is pleased to announce that it has completed the sale of its
81% interest in the Kiaka gold project located in Burkina Faso (the “Kiaka Project”) to West African Resources Limited
(ASX:WAF)(“WAF”)(the “Kiaka Transaction”). Pursuant to the terms of the Kiaka Transaction, on closing
B2Gold received a cash payment of US$22.5 million (in addition to the US$450,000 already received), 22,190,508 ordinary shares of WAF
(“WAF Shares”), and a 2.7% net smelter return (“NSR”) royalty interest on the first 2,500,000 ounces
of gold produced at the Kiaka Project and thereafter a 0.45% NSR royalty interest on the next 1,500,000 ounces of gold produced. B2Gold
will also receive an additional payment of US$45 million (the “Additional Payment”) payable on the earlier of (i) commencement
of construction at the Kiaka Project (provided such date will no earlier than April 25, 2022), (ii) completion of a positive feasibility
study at the Kiaka Project, and (iii) October 25, 2022. The Additional Payment will be paid in cash or WAF Shares, at B2Gold’s option
but subject to any required WAF shareholder approval to issue the WAF Shares.
Concurrently with the closing of the Kiaka Project,
B2Gold also completed the sale of its 90% interest in the Toega gold project located in Burkina Faso (the “Toega Project”)
to WAF (the “Toega Transaction”). Pursuant to the terms of the Toega Transaction, on closing B2Gold received a cash
payment of $9,000,000 (in addition to the US$9,000,000 already received), and a 2.7% NSR royalty interest on the first 1,500,000 ounces
of gold produced at the Toega Project until such time as the royalty payments total US$22,500,000 and thereafter a 0.45% NSR royalty interest.
Clive Johnson, President and Chief Executive
Officer of B2Gold stated: “We are pleased to have completed the sale of the Kiaka and Toega projects to West African Resources.
West African Resources has a strong reputation of being a solid operator in Burkina Faso and with its existing local infrastructure and
operating experience it is well positioned to move the Kiaka Project forward in a timely and cost-effective manner. B2Gold, through the
WAF Shares received as part of the consideration, together with the royalties granted on both the Kiaka and Toega projects, will continue
to benefit from the future development of the projects.”
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, Finland and Uzbekistan. B2Gold
forecasts total consolidated gold production of between 1,015,000 and 1,050,000 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
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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, 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 Philippine and Colombia 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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