B2Gold and Sandbox Royalties Partner to Create Versamet Royalties; B2Gold Receives $90 Million Equity Interest in Versamet
News Release
B2Gold and Sandbox Royalties Partner to Create Versamet Royalties; B2Gold Receives $90 Million Equity
Interest in Versamet
Vancouver, BC, June 6, 2024 – B2Gold Corp. (TSX: BTO, NYSE AMERICAN: BTG, NSX: B2G)
(“B2Gold” or the “Company”) is pleased to announce that it has entered into a purchase and sale agreement
(the “Agreement”) to sell a portfolio of 10 precious and base metals royalties (the “Royalties”) to Sandbox
Royalties Corp. (“Sandbox”), a private, returns-focused metals royalty company (the “Transaction”). In
connection with the Transaction, Sandbox has been renamed Versamet Royalties Corporation (“Versamet”).
All dollar figures are in United State s dollars unless otherwise indicated.
Under the terms of the Agreement, Versamet will acquire ownership of the Royalties and as consideration
will issue 153.2 million common shares to B2Gold at a price of C$0.80 per share, representing an equity
ownership interest in Versamet of 33.0% valued at approximately $90 million. The Royalties are comprised
of the following:
• 2.7% net smelter return (“NSR”) royalty on the Kiaka Gold Project, owned by West African
Resources Ltd.;
• 2.7% NSR royalty on the Toega Gold Deposit, owned by West African Resources Ltd. ;
• 2.0% net profit royalty on the Quebradona Project, owned by AngloGold Ashanti Ltd. ;
• 2.0% NSR royalty on the Mocoa Project, owned by Libero Copper & Gold Corp. ;
• 1.5% NSR royalty on the Primavera Project, owned by Calibre Mining Corp. ; and
• Five additional exploration stage royalties .
B2Gold has retained ownership of the 22.5% silver royalty on Glencore’s Hackett River project (the
“B2Gold Hackett River Royalty”) . Separately, Versamet owns a 2.0% NSR royalty on Glencore’s Hackett
River project. B2Gold will continue to explore value maximizing alternatives for the B2Gold Hackett River
Royalty.
“This strategic partnership provides B2Gold with an attractive opportunity to unlock the value of our
royalties which have gone largely unrecognized by the market and were not a core part of our business ,”
said Clive Johnson, President and CEO of B2Gold. “As a significant shareholder, B2Gold is pleased to
retain meaningful upside exposure and leverage to Versamet as its experienced management team stewards
its strengthened asset base and continues executing on its growth strategy to create future shareholder
value.”
The closing of the first phase of the Transaction occurred on June 5, 2024, and included the royalties on the
Kiaka Gold Project, the Toega Gold Deposit, the Primavera Project, and two exploration stage royalties. In
connection with the first phase closing, B2Gold received 122.0 million shares of Versamet valued at
approximately $72 million. The remaining royalties are subject to various right of first refusal or right of
first offer provisions, which are expected to lapse or be exercised within the next 60 days, at which time the
closing of the second phase of the Transaction is expected to occur .
In connection with the closing of the first phase of the Transaction, the parties have entered into an Investor
Rights Agreement which, among other customary terms and conditions, entitle s B2Gold to nominate one
member to Versamet’s Board of Directors and pro rata participation rights with respect to future capital
raises. B2Gold’s strategic partnership will provide ongoing exposure to Versamet’s royalty portfolio, which
now includes 28 royalties, two of which are currently cash flowing, and several of which are expected to
be cash flowing in the near term.
B2Gold’s financial advisor in connection with the Transaction is RBC Capital Markets, and its legal counsel
is McCarthy Tétrault LLP.
About B2Gold
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, the Goose Project
under construction in northern Canada , and numerous development and exploration projects in various
countries including Mali, Colombia and Finland. B2Gold forecasts total consolidated gold production of
between 860,000 and 940,000 ounces in 2024.
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:
Michael McDonald Cherry DeGeer
VP, Investor Relations & Corporate Development Director, Corporate Communications
+1 604-681-8371 +1 604-681-8371
[email protected] [email protected]
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 14, 2024, 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: the closing of the second phase of the Transaction in which B2Gold is estimated to receive an additional
31 million shares of V ersamet; and B2Gold total consolidated gold production of between 860,000 and 940,000 ounces
in 2024. 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", "an ticipate", "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 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 acquisi tions;
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 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; 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 increa ses 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 o r
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; conflict s 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: development and exploration activities; the timing, extent, duration and economic
viability of such operations, including any mineral res ources 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 t o 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.