B2Gold Announces Pricing of Upsized Offering of Convertible Senior Notes
News Release
B2Gold Announces Pricing of Upsized Offering of Convertible Senior Notes
Vancouver, BC, January 23, 2025 – B2Gold Corp. (TSX: BTO, NYSE AMERICAN: BTG, NSX: B2G)
(“B2Gold” or the “Company”) announces that it has priced its previously announced offering of convertible
senior unsecured notes due 20 30 (the “Notes”) in an aggregate principal amount of US$ 400 million (the
“Offering”). The Company has granted the initial purchasers of the Notes an option for a period of 15 days
to purchase up to an additional US$ 60 million aggregate principal amount of Notes.
The Notes will bear cash interest semi-annually at a rate of 2.75% per annum. The initial conversion rate
for the Notes will be 315.2088 common shares of B2Gold (“Shares”) per US$1,000 principal amount of
Notes, equivalent to an initial conversion price of approximately US$3.17 per Share. The initial conversion
rate represents a premium of approximately 3 5% relative to today’s closing sale price of the Shares and is
subject to adjustment in certain events.
B2Gold will have the right to redeem the Notes in certain circumstances and holders will have the right to
require B2Gold to repurchase their Notes upon the occurrence of certain events.
The Offering is expected to close, subject to customary closing conditions, on or about January 28, 2025.
The Company intends to use the net proceeds from the Offering to fund working capital requirements and
for general corporate purposes. In order to reduce interest expense, the Company will initially apply the
net proceeds to pay down the outstanding balance under the Company’s revolving credit facility (the
“Revolving Credit Facility”) and then subsequently us e future draws on the Revolving Credit Facility to
fund such working capital requirements and for general corporate purposes.
In connection with the Offering, B2Gold enter ed into a cash settled total return swap with respect to
approximately US$50 million of Shares with one of the initial purchasers of the Notes . The total return
swap is intended to give B2Gold economic exposure to its Shares during the term of the total return swap,
which is expected to be approximately one month. In connection with establishing its initial hedge of the
total return swap, B2Gold was advised that the total return swap counterparty or its affiliate purchased
Shares at the close of trading today. Such purchases may have the effect of increasing (or reducing the size
of any decrease in) the market price of the Shares. Any unwind of such hedge positions, including at
settlement of the total return swap, may have the effect of decreasing (or reducing the size of any increase
in) the market price of the Shares or the Notes.
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The Notes and the Shares issuable upon the conversion thereof have not been and will not be registered
under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or qualified by a prospectus in
Canada. The Notes and the Shares may not be offered or sold in the United States absent registration under
the Securities Act or an applicable exemption from registration under the Securities Act. The Notes will be
offered only to “qualified institutional buyers” (as defined in Rule 144A under the Securities Act) . Offers
and sales in Canada will be made only pursuant to exemptions from the prospectus requirements of
applicable Canadian securities laws.
This news release is neither an offer to sell nor the solicitation of an offer to buy the Notes or any other
securities and shall not constitute an offer to sell or solicitation of an offer to buy, or a sale of, the Notes or
any other securities in any jur isdiction in which such offer, solicitation or sale is unlawful.
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.
ON BEHALF OF B2GOLD CORP.
“Clive T. Johnson”
President and Chief Executive Officer
Investor Relations:
Michael McDonald Cherry DeGeer
VP, Investor Relations & Corporate Development Director, Corporate Communications
+1 604-681-8371 +1 604-681-8371
[email protected] [email protected]
Source: B2Gold Corp.
This news release contains forward -looking statements which constitute “forward -looking information” within the
meaning of applicable Canadian securities legislation and “forward-looking statements” within the meaning of the
“safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 (collectively, “Forward -looking
Statements”). All statements included herein, other than statements of historical fact, are Forward-looking Statements
and are subject to a variety of known and unknown risks and uncertainties which could cause actual events or results
to differ materially from those reflected in the Forward-looking Statements. The Forward-looking Statements in this
news release include, without limitation, statements relating to the Offering, the option to purchase additional Notes,
if any, the terms of the Notes, the anticipated timing for closing of the Offering, the anticipated use of proceeds and
certain statements related to the total return swap . These Forward -looking Statements are base d on certain
assumptions that B2Gold has made in respect thereof as at the date of this news release. Often, but not always, these
Forward-looking Statements can be identified by the use of words such as “estimated”, “potential”, “open”, “future”,
“assumed”, “projected”, “used”, “detailed”, “has been”, “gain”, “planned”, “reflecting”, “will”, “anticipated”,
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“estimated” “containing”, “remaining”, “to be”, or statements that events, “could” or “should” occur or be
achieved and similar expressions, including negative variations.
Forward-looking Statements involve known and unknown risks, uncertainties and other factors which may cause the
actual results, performance or achievements of B2Gold to be materially different from any results, performance or
achievements expressed or impl ied by the Forward -looking Statements. Such uncertainties and factors include,
without limitation, risks relating to the need to satisfy the conditions expected to be set forth in the purchase agreement
for the Notes; the need to satisfy regulatory and leg al requirements with respect to the Offering; as well as those
factors discussed under “Risk Factors” in B2Gold’ s Annual Information Form for the fiscal year ended December 31,
2023, a copy of which can be found on the Company’s profile on the SEDAR+ website at www.sedarplus.ca and on
EDGAR at www.sec.gov/edgar. Although B2Gold has attempted to identify important factors that could cause actual
actions, events or results to differ materially from those described in Forward-looking Statements, there may be other
factors that cause actions, events or results to differ from those anticipated, estimated or intended.
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. 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.