B2Gold Corp. Announces Acquisition of Sabina Gold & Silver Corp.
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B2Gold Corp. Announces Acquisition of
Sabina Gold & Silver Corp.
Vancouver, February 13, 2023 – B2Gold Corp. (TSX: BTO, NYSE MKT: BTG, NSX: B2G) (“B2Gold”)
and Sabina Gold & Silver Corp (“Sabina”) are pleased to announce that the parties have entered into a
definitive agreement (the “Agreement”) pursuant to which B2Gold has agreed to acquire all of the issued
and outstanding shares of Sabina (the “Transaction”).
The Transaction will result in B2Gold acquiring Sabina’s 100% owned Back River Gold District located
in Nunavut, Canada. The Back River Gold District consists of five mineral claims blocks along an 80
kilometre (“km”) belt. The most advanced project in the district, Goose, is fully permitted, construction
ready, and has been de-risked with significant infrastructure currently in place. B2Gold has strong northern
construction expertise and experience to deliver the fully permitted Goose project and the financial
resources to develop the significant gold resource endowment at the Back River Gold District into a large,
long life mining complex.
Under the terms of the Transaction, B2Gold will issue 0.3867 of a common share of B2Gold (each whole
share, a “B2Gold Share”) for each Sabina common share (“Sabina Share”) held, representing consideration
of C$1.87 per Sabina Share on a fully- diluted basis and a total equity value for Sabina of approximately
C$1.1 billion based on the closing price of B2Gold on the Toronto Stock Exchange (“TSX”) as of February
10, 2023. The consideration implies a premium of 45% to the 20-day volume weighted average prices
(“VWAP”) of each of B2Gold and Sabina on the TSX as of February 10, 2023. Furthermore, t he
consideration implies a premium of 45% to the closing price of Sabina on the TSX as of February 2, 2023,
the date the non-binding letter of intent was signed.
The Transaction will be implemented by way of a court-approved Plan of Arrangement under the Business
Corporations Act (British Columbia) (the “Arrangement”). Upon completion of the Arrangement, existing
B2Gold shareholders and former Sabina shareholders will own approximately 83% and 17%, respectively,
of the outstanding B2Gold Shares.
Strategic Rationale for B2Gold
• Adds a high grade, fully permitted, construction ready gold project in Nunavut, Canada:
o A March 2021 Updated Feasibility Study on the Goose project outlined a 15-year life of mine,
producing an average of 223,000 ounces of gold per year (average annual production of
287,000 ounces over first five years) from 3.6 million ounces of Mineral Reserves averaging
5.97 grams per tonne (g/t) gold.
o The Goose project has been significantly de -risked with 97% of procurement complete, pre -
stripping having begun at the Echo pit, and 100% of plant site civil works completed.
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o Will leverage B2Gold’s in- house construction and global logistics teams, with specific
expertise in remote, cold weather environments (including winter ice road construction and
operation) from constructing the Julietta and Kupol mines in Russia as part of B2Gold’s
predecessor company, Bema Gold.
• Enhanced operational and geographic diversification by combining B2Gold’s stable production
base with a high grade, advanced development asset in a Tier-1 mining jurisdiction:
o Scarcity of high grade, long life, construction ready gold development projects located i n
mining friendly jurisdictions with meaningful production scale.
o With an estimated average head grade of ~6.0 g/t gold, the Goose project ranks among the
highest-grade undeveloped gold projects globally.
o B2Gold will have production and development assets spanning four continents and located in
both established mining jurisdictions and high growth emerging economies, serving to mitigate
collective operational and geopolitical risk.
• Significant untapped exploration potential across an 80 km belt:
o At the Goose project, all deposits (Goose, Echo, Umwelt, Llama, and Nuvuyak) are open along
the eight kilometres of iron formation, providing considerable potential for mine life extension.
o At the George project (~50 km from the Goose project), over 20 km of iron formation (nearly
triple the iron formation length of the Goose project) represents a highly prospective area to
expand existing mineral resources.
o Over 40 targets have been identified at the George project for follow-up drilling.
o B2Gold is planning a significant exploration campaign for the district over the next few years.
• Opportunity to optimize the development of the Back River Gold District with a stronger balance
sheet:
o Potential to increase production in first five years of the mine life through accelerated
development of the underground mine at the Goose project.
o B2Gold to complete optimization studies on various project initiatives which could improve
long-term economics by allocating more capital up-front.
• Immediately and meaningfully grows B2Gold’s attributable Mineral Reserve s and Mineral
Resources base:
o Attributable Proven & Probable Mineral Reserves increase by 66% to 9.0 million gold ounces.
o Attributable Measured & Indicated Mineral Resources increase by 52% to 18.5 million gold
ounces.
o Attributable Inferred Mineral Resources increase by 63% to 7.4 million gold ounces.
• Leverages B2Gold’s strong financial position and robust free cash flow generation to develop the
Back River Gold District, with the potential for long-term tax synergies:
o Upon completion of the Transaction , it is anticipated that B2Gold would develop the Back
River Gold District without further equity dilution to B2Gold shareholders.
o Development of the district offers the potential for long -term tax benefits from B2Gold’s
Canadian tax pools.
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Clive Johnson, President and Chief Executive Officer of B2Gold said, “The acquisition of Sabina represents
an exciting opportunity to develop the significant gold resource endowment at the Back River Gold District
into a large , long life min ing complex. B2Gold has strong construction expertise and experience to
successfully develop the fully permitted Goose project and unlock considerable value for the shareholders
of both Sabina and B2Gold . The Back River Gold District has multiple high-potential mineralized zones
which remain open, and we are confident that the district has strong untapped upside with numerous
avenues for resource growth.
Our extensive due diligence reinforced the scarcity of a gold district of the quality of Back River, as well
as the excellent work that the Sabina team has completed to date in taking the asset from an exploration
project to a near-term operating mine. We have great respect for what Sabina has achieved at Back River
and look forward to working with their exceptional team moving forward.
We also look forward to building strong relationships with the Kitikmeot Inuit Association and commit to
ensuring that the development of the gold district delivers sustainable benefits to the Kitikmeot
communities and Nunavut, as B2Gold has done all over the world in the communities and jurisdictions in
which we operate in.”
Benefits to Sabina Shareholders
• Immediate upfront premium of 45% to the to the 20-day VWAP of each of B2Gold and Sabina on the
TSX as of February 10, 2023, and a premium of 45% to the closing price of Sabina on the TSX as of
February 2, 2023, the date the non-binding letter of intent was signed.
• Ownership in a major gold producer with proven northern construction and operating capabilities,
significantly reduces execution risk of the Goose project compared to a junior developer.
• Ongoing exposure to future value creating milestones at the Back River Gold District, and to Fekola, a
cornerstone Tier 1 asset with significant free cash flow generation.
• Provides access to a strong , debt free balance sheet and robust cash flow generation to fund and
optimize the development of the Back River Gold District.
• Enhanced institutional investor following , improved trading liquidity , and participation in a peer
leading dividend yield.
Bruce McLeod, President and Chief Executive Officer of Sabina said, “We are tremendously proud of the
work we have done to advance the first mine on what we believe will be a multi-generational mining district
at Back River. The execution of the Goose project by Sabina did not come without risk to Sabina as a single
asset, junior development company with capital constraints. With a two-year construction period until first
gold production, we believe that additional value can b e unlocked by participating as shareholders of a
major gold producer with the northern experience and financial resources to optimize the Goose project and
this prolific belt. Shareholders will also benefit from exposure to B2Gold’s continued growth and he althy
dividends.
We would like to thank our land- owners, the Kitikmeot Inuit Association and the constituents of the
Kitikmeot Region for all their support in advancing this project. I am confident that, when completed, this
agreement means an ever-brighter future for the Back River Gold District. B2Gold will bring to Nunavut a
wealth of international mining experience built upon a proven track record of project success.”
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About the Back River Gold District
The Back River Gold District is located in southwestern Nunavut, Canada, approximately 520 km northeast
of Yellowknife. The district comprises mining leases and claims covering approximately 58,374 hectares.
There are five mineral claim blocks on the 80 km belt. The most advanced is the Goose project. The second
most advanced is the George project, situated approximately 60 km northwest from the Goose project.
There are three other underexplored claim blocks named Boot, Boulder, and Del. Significant infrastructure
exists at the Goose project site along with the port facility at Bathurst Inlet.
In March 2021, an Updated Feasibility Study was published on the Goose project, outlining attractive
operating metrics and robust economics, including:
• 18.7 million tonnes processed at an average grade of ~6.0 g/t gold over a 15-year mine life.
• Average metallurgical recoveries of 93.4%.
• Average annual production of 223,000 ounces of gold.
o First five years average of 287,000 ounces of gold, with peak production of 312,000 ounces
in year three.
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• Average cash costs of US$679 per ounce of gold and all-in sustaining costs of US$775 per ounce
of gold.
• Initial capital costs of C$610 million with total life of mine sustaining capital costs of C$419
million.
• Payback of 2.3 years, with a post -tax IRR of ~28% and NPV 5% of C$1.1 billion utilizing a gold
price of US$1,600 per ounce and a C$:US$ exchange rate of 1.31.
The Goose project contains Measured & Indicated Mineral Resources of 5.1 million ounces of gold and
Inferred Mineral Resources of 1.8 million ounces of gold. All deposits that comprise the existing Goose
Mineral Resources remain open.
The George project contains Indicated Mineral Resources of 1.2 million ounces of gold and Inferred
Mineral Resources of 1.1 million ounces of gold. All deposits that comprise the existing George Mineral
Resources remain open.
Inuit Relations and Sustainability
Upon closing of the Transaction, B2Gold will continue to honour the Framework A greement that Sabina
signed with the Kitikmeot Inuit Association (“KIA”) outlining renewable 20-year benefit and land tenure
agreements. B2Gold looks forward to continuing the positive and strong relationships with the community
that Sabina has established through meaningful engagement.
B2Gold recognizes that respect and collaboration with the KIA is central to the license to operate in the
district and will continue to prioritize developing the project in a manner that recognizes Indigenous input
and concerns and brings long-term socio-economic benefits to the area. Consistent with how it develops all
its projects around the world, B2Gold is comm itted to ensuring that its operations leave a lasting and
positive legacy and to minimize environmental impacts.
The Back River Gold District is in an area conducive to wind power and B2Gold expects to fully assess the
viability of building a renewable resources facility that supports B2Gold’s goal of reducing GHG emissions
by 30% by 2030. B2Gold will also look to incorporate energy-efficient initiatives as it constructs the project,
including evaluating electric and hydrogen fuel fleets.
Transaction Structure and Terms
Under the terms of the Transaction, B2Gold will acquire all the issued and outstanding Sabina Shares and
Sabina shareholders will receive 0.3867 B2Gold Shares for each existing Sabina Share held. All outstanding
Sabina stock options will be exchanged for B2Gold stock options based on the exchange ratio.
The Transaction will be carried out by way of a court -approved A rrangement under the Business
Corporations Act (British Columbia) and will require approval by 66 2/3% of the votes cast by Sabina
shareholders at a special meeting expected to be held in April 2023.
The B2Gold Board of Directors has unanimously approved the Transaction. The Sabina Board of Directors
have unanimously approved the Transaction, with Sabina directors recommending that Sabina shareholders
vote in favour of the Transaction.
Each of the directors and senior officers of Sabina, representing in aggregate approximately 1% of the
issued and outstanding Sabina Shares, have entered into voting support agreements with B2Gold and have
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agreed to vote in favour of the Transaction at the special meeting of s hareholders of Sabina to be held to
consider the Transaction.
In addition to Sabina shareholder approval, the Transaction is subject to normal course regulatory approvals
and the satisfaction of customary closing conditions. Subject to the satisfaction of these conditions, B2Gold
and Sabina expect that the Transaction will be completed in the second quarter of 2023.
B2Gold and Sabina have provided representations and warranties customary for a transaction of this nature
as well as customary interim period covenants regarding the operation of their respective businesses in the
ordinary course. The Agreement also provides for customary deal -protection measures, including non-
solicitation covenants on the part of Sabina and a right to match in favour of B2Gold. Sabina may, under
certain circumstances, terminate the Agreement in favour of an unsolicited superior proposal, subject to a
termination payment by Sabina to B2Gold.
Further information regarding the Transaction will be contained in an information circular that Sabina will
prepare, file and mail in due course to its shareholders in connection with the Sabina special meeting.
Details regarding these and other terms of the transaction are set out in the Agreement, which will be
available under each of B2Gold’s and Sabina’s profile on SEDAR at www.sedar.com.
None of the securities to be issued pursuant to the Agreement have been or will be registered under the
United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws,
and any securities issued in the Transaction are anticipated to be issued in reliance upon available
exemptions from such registration requirements pursuant to Section 3(a)(10) of the U.S. Securities Act and
applicable exemptions under state securities laws. This news release does not constitute an offer to sell or
the solicitation of an offer to buy any securities.
Advisors and Counsel
B2Gold’s financial advisor is National Bank Financial, its Canadian legal counsel is Lawson Lundell LLP
and its United States legal counsel is Dorsey & Whitney LLP.
Sabina’s financial advisors are BMO Capital Markets and Cormark Securities Inc., its Canadian legal
counsel is Blake, Cassels & Graydon LLP and its United States legal counsel is Skadden , A rps Slate,
Meagher & Flom LLP. Each of BMO Capital Markets and Cormark Securities Inc. has provided an oral
opinion to the Board of Directors of Sabina that the consideration offered under the Transaction is fair,
from a financial point of view, to the shareholders of Sabina.
Conference Call
B2Gold and Sabina executives will host a conference call to discuss the Transaction on February 13, 2023,
at 10:00 am PT / 1:00 pm ET. Participants may dial in using the numbers below.
• Toll-free in U.S. and Canada: +1 (800) 319-4610
• All other callers: +1 (604) 638-5340
The conference call will be available for playback for two weeks by dialing toll -free in U.S. and Canada:
+1 (800) 319-6413, replay code 9906. All other callers: +1 (604) 638-9010, replay code 9906.
Qualified Persons
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Bill Lytle, Senior Vice President and Chief Operating Officer of B2Gold Corp. and Vincy Benjamin,
Director, Engineering for Sabina Gold & Silver Corp., both qualified persons under NI 43-101, have
approved the scientific and technical information related to operations matters contained in this news
release.
Brian Scott, P. Geo., Vice President, Geology & Technical Services for B2Gold Corp. and Angus Campbell,
Vice President, Exploration for Sabina Gold & Silver Corp., both qualified persons under NI 43-101, have
approved the scientific and technical information related to exploration and mineral resource matters
contained in this news release.
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 1,000,000 and 1,080,000
ounces in 2023.
About Sabina Gold & Silver Corp.
Sabina Gold & Silver Corp. is an emerging gold mining company that owns 100% of the district scale,
advanced, high grade Back River Gold District in Nunavut, Canada.
Sabina filed an Updated Feasibility Study on its first project on the district, Goose, which presents a project
that will produce ~223,000 ounces of gold a year (first five years average of 287,000 ounces a year with
peak production of 312,000 ounces in year three) for ~15 years with a rapid payback of 2.3 years, wit h a
post-tax IRR of ~28% and NPV 5% of C$1.1 billion at a gold price of US $1,600 per ounce. See “National
Instrument (NI) 43 -101 Technical Report – 2021 Updated Feasibility Study for the Goose Project at the
Back River Gold District, Nunavut, Canada” dated March 3, 2021.
The Goose project has received all major permits and authorizations for construction and operations.
Sabina is also very committed to its Inuit stakeholders, with Inuit employment and opportunities a focus.
Sabina has signed a 20- year renewable land use agreement with the Kitikmeot Inuit Association and has
committed to various sustainability initiatives under the agreement.
For more information on B2Gold please visit 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]
For more information on Sabina please visit www.sabinagoldsilver.com or contact:
Nicole Hoeller
VP, Communications
+1 888-648-4218
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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 operat es 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 statemen ts" (collectively
“forward-looking statements") within the meaning of applicable Canadian and United States securities legislation,
including: the consummation and timing of the Transaction; the strengths, characteristics and potential of the post -
Transaction B2Gold, assuming consummation of the Transaction upon the terms of the Agreement, including the
Arrangement; B2Gold’s planned exploration campaign at the Back River Gold District, including timing thereof; the
strategic vision of B2Gold and expectations regarding the potential of the Back River Gold District, including the
Goose project and the George Project; the ability to leverage B2Gold’s in- house construction and global logistics
teams, with specific expertise in remote, cold weather environments; the potential to develop the Back River Gold
District, including whether such costs may be covered without further equity dilution to B2Gold shareholders; the
potential of building a renewable resources facility in the Back River Gold District and integrating energy efficient
initiatives; timing, receipt and anticipated effects of applicable shareholder, court and regulatory approvals;
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 projected cash operating costs and AISC, and budgets on a consolidated
and mine by mine basis; the ongoing ability to work cooperatively with stakeholders, including but not limited to local
communities and all levels of government; B2Gold’s continued prioritization of developing the project in a manner
that recognizes Indigenous input and concerns and bri ngs long- term socio -economic benefits to the area; and
including, without limitation: projected gold production, cash operating costs and AISC on a consolidated and mine
by mine basis in 2023; total consolidated gold production of between 1,000,000 and 1,080,000 ounces in 2023; the
Company reducing its GHG by 30% by 2030 against a 2021 baseline; the Fekola solar plant expansion increasing
solar power capacity by 22 MWac, reducing GHG emissions by approximately 24,000 tonnes per year and reducing
heavy fuel oil consumption by an average 7.6 million liters per year; and construction of the Fekola solar plant
expansion project beginning in the third quarter of 2023 and completing in the third quarter of 2024.
All statements in this news release that address e vents 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", "antic ipate", "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 or Sabina’s control, including risks associated with or related to: the inherent risks, costs and uncertainties
associated with integrating the businesses successfully and risks of not achieving all or any of the anticipated benefits
of the proposed Transaction, or the risk that the anticipated benefits of the proposed Transaction may not be fully
realized or take longer to realize than expected; the occurrence of any event, change or other circumstances that could
give rise to the termination of the Agreement; the risk that the proposed Transaction will not be consummated within
the expected time period, or at all; the duration and extent of the COVID-19 pandemic, the effectiveness of preventative
measures and contingency plans put in place by the Com pany 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; worldwide economic and political disruptions as a result of current macroeconomic
conditions or the ongoing conflict between Russia and Ukraine ; the volatility of metal prices and B2G old'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 contained herein, or 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;