B2Gold Pronounces Pricing of Upsized Providing of Convertible Senior Notes

Article content material

VANCOUVER, British Columbia, Jan. 23, 2025 (GLOBE NEWSWIRE) — B2Gold Corp. (TSX: BTO, NYSE AMERICAN: BTG, NSX: B2G)

Article content material

Article content material

(“B2Gold” or the “Firm”) proclaims that it has priced its beforehand introduced providing of convertible senior unsecured notes due 2030 (the “Notes”) in an mixture principal quantity of US$400 million (the “Providing”). The Firm has granted the preliminary purchasers of the Notes an possibility for a interval of 15 days to buy as much as an extra US$60 million mixture principal quantity of Notes.

Article content material

The Notes will bear money curiosity semi-annually at a fee of two.75% every year. The preliminary conversion fee for the Notes can be 315.2088 widespread shares of B2Gold (“Shares”) per US$1,000 principal quantity of Notes, equal to an preliminary conversion value of roughly US$3.17 per Share. The preliminary conversion fee represents a premium of roughly 35% relative to right now’s closing sale value of the Shares and is topic to adjustment in sure occasions.

B2Gold can have the suitable to redeem the Notes in sure circumstances and holders can have the suitable to require B2Gold to repurchase their Notes upon the prevalence of sure occasions.

The Providing is anticipated to shut, topic to customary closing circumstances, on or about January 28, 2025.

The Firm intends to make use of the online proceeds from the Providing to fund working capital necessities and for basic company functions. In an effort to scale back curiosity expense, the Firm will initially apply the online proceeds to pay down the excellent stability below the Firm’s revolving credit score facility (the “Revolving Credit score Facility”) after which subsequently use future attracts on the Revolving Credit score Facility to fund such working capital necessities and for basic company functions.

Article content material

Article content material

In reference to the Providing, B2Gold entered right into a money settled whole return swap with respect to roughly US$50 million of Shares with one of many preliminary purchasers of the Notes. The entire return swap is meant to provide B2Gold financial publicity to its Shares in the course of the time period of the entire return swap, which is anticipated to be roughly one month. In reference to establishing its preliminary hedge of the entire return swap, B2Gold was suggested that the entire return swap counterparty or its affiliate bought Shares on the shut of buying and selling right now. Such purchases might have the impact of accelerating (or lowering the dimensions of any lower in) the market value of the Shares. Any unwind of such hedge positions, together with at settlement of the entire return swap, might have the impact of lowering (or lowering the dimensions of any enhance in) the market value of the Shares or the Notes.

The Notes and the Shares issuable upon the conversion thereof haven’t been and won’t be registered below the U.S. Securities Act of 1933, as amended (the “Securities Act”), or certified by a prospectus in Canada. The Notes and the Shares might not be supplied or bought in the US absent registration below the Securities Act or an relevant exemption from registration below the Securities Act. The Notes can be supplied solely to “certified institutional consumers” (as outlined in Rule 144A below the Securities Act). Affords and gross sales in Canada can be made solely pursuant to exemptions from the prospectus necessities of relevant Canadian securities legal guidelines.

Article content material

This information launch is neither a suggestion to promote nor the solicitation of a suggestion to purchase the Notes or some other securities and shall not represent a suggestion to promote or solicitation of a suggestion to purchase, or a sale of, the Notes or some other securities in any jurisdiction during which such provide, solicitation or sale is illegal.

About B2Gold

B2Gold is a low-cost worldwide senior gold producer headquartered in Vancouver, Canada. Based in 2007, right now, B2Gold has working gold mines in Mali, Namibia and the Philippines, the Goose Challenge below building in northern Canada and quite a few improvement and exploration initiatives in numerous international locations together with Mali, Colombia and Finland.

ON BEHALF OF B2GOLD CORP.

“Clive T. Johnson”                                        
President and Chief Govt Officer                                                                       

Supply: B2Gold Corp.                               

This information launch accommodates forward-looking statements which represent “forward-looking data” throughout the which means of relevant Canadian securities laws and “forward-looking statements” throughout the which means of the “protected harbor” provisions of the Personal Securities Litigation Reform Act of 1995 (collectively, “Ahead-looking Statements”). All statements included herein, aside from statements of historic reality, are Ahead-looking Statements and are topic to quite a lot of identified and unknown dangers and uncertainties which might trigger precise occasions or outcomes to vary materially from these mirrored within the Ahead-looking Statements. The Ahead-looking Statements on this information launch embody, with out limitation, statements referring to the Providing, the choice to buy further Notes, if any, the phrases of the Notes, the anticipated timing for closing of the Providing, the anticipated use of proceeds and sure statements associated to the entire return swap. These Ahead-looking Statements are primarily based on sure assumptions that B2Gold has made in respect thereof as on the date of this information launch. Typically, however not all the time, these Ahead-looking Statements will be recognized by means of phrases corresponding to “estimated”, “potential”, “open”, “future”, “assumed”, “projected”, “used”, “detailed”, “has been”, “acquire”, “deliberate”, “reflecting”, “will”, “anticipated”, “estimated” “containing”, “remaining”, “to be”, or statements that occasions, “might” or “ought to” happen or be achieved and related expressions, together with damaging variations.

Article content material

Ahead-looking Statements contain identified and unknown dangers, uncertainties and different elements which can trigger the precise outcomes, efficiency or achievements of B2Gold to be materially completely different from any outcomes, efficiency or achievements expressed or implied by the Ahead-looking Statements. Such uncertainties and elements embody, with out limitation, dangers referring to the necessity to fulfill the circumstances anticipated to be set forth within the buy settlement for the Notes; the necessity to fulfill regulatory and authorized necessities with respect to the Providing; in addition to these elements mentioned below “Threat Components” in B2Gold’s Annual Data Type for the fiscal 12 months ended December 31, 2023, a duplicate of which will be discovered on the Firm’s profile on the SEDAR+ web site at www.sedarplus.ca and on EDGAR at www.sec.gov/edgar. Though B2Gold has tried to establish vital elements that would trigger precise actions, occasions or outcomes to vary materially from these described in Ahead-looking Statements, there could also be different elements that trigger actions, occasions or outcomes to vary from these anticipated, estimated or meant.

Article content material

B2Gold’s forward-looking statements are primarily based on the relevant assumptions and elements administration considers affordable as of the date hereof, primarily based on the knowledge accessible to administration at such time. B2Gold’s forward-looking statements are primarily based on the opinions and estimates of administration and replicate their present expectations concerning future occasions and working efficiency and communicate solely as of the date hereof. B2Gold doesn’t assume any obligation to replace forward-looking statements if circumstances or administration’s beliefs, expectations or opinions ought to change aside from as required by relevant legislation. There will be no assurance that forward-looking statements will show to be correct, and precise outcomes, efficiency or achievements might differ materially from these expressed in, or implied by, these forward-looking statements. Accordingly, no assurance will be provided that any occasions anticipated by the forward-looking statements will transpire or happen, or if any of them do, what advantages or liabilities B2Gold will derive therefrom. For the explanations set forth above, undue reliance shouldn’t be positioned on forward-looking statements.

Article content material