B2Gold Announces that Both Leading Independent Proxy Advisory Firms, ISS and Glass Lewis, Recommend B2Gold Shareholders Vote For All Proposed Items at the Upcoming Annual General & Special Meeting
News Release
B2Gold Announces that Both Leading Independent Proxy Advisory Firms, ISS and
Glass Lewis, Recommend B2Gold Shareholders Vote For All Proposed Items
at the Upcoming Annual General & Special Meeting
Vancouver, BC, June 9, 2022 – B2Gold Corp. (TSX: BTO, NYSE AMERICAN: BTG, NSX:
B2G) ( “B2Gold”) is pleased to announce the support of Institutional Shareholder Services
(“ISS”) and Glass Lewis & Co. (“Glass Lewis”) , who have both recommended that shareholders
vote FOR the Say on Pay re solution as well as vote FOR all other proposed items to be
considered at the upcoming Annual General & Special Meeting of Shareholders of B2Gold.
ISS and Glass Lewis are leading third party proxy advisory firms who, among other services,
provide independent analysi s and proxy voting recommendations to pension funds, investment
managers, mutual funds and other institutional shareholders.
B2Gold Annual General & Special Meeting:
The Annual General & Special Meeting of Shareholders of B2G old is scheduled for 2pm
PDT/5pm EDT on Wednesday, June 22, 2022 , at the Fairmont Hotel Vancouver, Pacific
Ballroom, 900 West Georgia Street, Vancouver, BC, Canada, V6C 2W6 , and in a virtual format
conducted via live audio webcast online at https://web.lumiagm.com/484692983.
B2Gold encourages shareholders to read the meeting material in detail. Copies of the meeting
material, including the management information circular, are available under B2Gold’s pro file
on SEDAR at www.sedar.com and on B2Gold’s website at www.b2gold.com/investors/agm/.
B2Gold shareholders are encouraged to vote their shares as soon as possible, and in
any case well in advance of the proxy voting deadline on Monday, June 20, 2022,
at 2pm PDT/5pm EDT
B2Gold’s Board of Directors recommends that
shareholders vote FOR all proposed resolutions
How to Vote:
Shareholders are encouraged to vote well in advance of the proxy voting deadline using one of
the three methods below.
Registered Shareholders Beneficial Shareholders
Common Shares held in own name and
represented by a physical certificate or
DRS.
Common Shares held with a broker, bank or
other intermediary.
Internet www.investorvote.com www.proxyvote.com
Telephone 1-866-732-8683 Call the applicable number listed on the
voting instruction form.
Mail Return the form of proxy in the enclosed
envelope.
Return the voting instruction form in the
enclosed envelope.
Shareholder Questions:
B2Gold shareholders who have questions about the proposed items to be considered at the
Annual General & Special Meeting or require assistance with the hybrid format or voting their
shares should contact B2Gold’s proxy solicitation agent, Laurel Hill Advisory Group.
Laurel Hill Advisory Group:
North America Toll Free: +1 877-452-7184
Collect Calls Outside North America: +1 416-304-0211
Email: [email protected]
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
and numerous ex ploration and development projects in v arious countries including Mali,
Colombia, Finland and Uzbekistan. B2Gold forecasts total consolidated gold production of
between 990,000 and 1,050,000 ounces in 2022.
ON BEHALF OF B2GOLD CORP.
“Clive T. Johnson”
President & Chief Executive Officer
For more information on B2Gold or the 2021 AGM please visit the Company website at
www.b2gold.com or contact:
Randall Chatwin Cherry DeGeer
SVP, Legal & Corporate Communicatio ns 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 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, 2022 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 Ca nadian and United States securities legislat ion,
including: projections; outlook; guidance; forecasts; estimates; statements regarding future or estimated financial
and operational performance, gold production and sales, revenues and cash flows, and capita l costs (sustaining and
non-sustaining) and operating costs, and including, without limitation: total consolidated gold production of
between 990,000 and 1,050,000 ounces in 2022 . All statements in this news release that address events or
developments that we expect to occur in the future are forwar d-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", "bud get", "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 st atements 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 asso ciated 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 contin uity
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 m etal prices and B2Gold's
common shares; chan ges 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 material ly 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 h azards and compliance with complex regulatio ns 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 b y B2Gold; the ability to successfully integr ate 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 abil ity to generate sufficient cash
flows; opera tions 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 p rice and availability of energy and other in puts 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 eff ects 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 depende nce on key personnel and the
ability to attr act 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 fi nancial reporting as required by law, includ ing 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 valu e of the Company's investment in Calibre, an d
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 avail able 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 operation s 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, forecas ts, studies and assessments; B2Gold's abilit y 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 nec essary 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 obligatio n 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 sta tements will prove to be accurate, and actua l 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 f orward-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.