B2gold Corp 6-K, filed Nov 26, 2021

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of November, 2021

Commission File Number: 001-35936

B2GoldCorp.

(Translation of registrant’s name into English)

British Columbia, Canada

(Jurisdiction of incorporation or organization)

Suite 3400, Park Place

666 Burrard Street

Vancouver, British ColumbiaV6C 2X8

Canada

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b) (1): [ ]

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b) (7): [ ]

DOCUMENTS INCLUDED AS PARTOF THIS FORM 6-K

See the Exhibit Index hereto.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

EXHIBIT INDEX

Exhibit 99.1

News Release

B2Gold Declares Fourth Quarter 2021 Dividendof $0.04 per Share

Vancouver, BC, November 25, 2021 – B2Gold Corp. (TSX: BTO, NYSE AMERICAN: BTG, NSX: B2G) (“B2Gold” or the “Company”) is pleased to announce that its Board of Directors (the “Board”) has declared a cash dividend for the fourth quarter of 2021 of $0.04 per common share (or an expected $0.16 per share on an annualized basis), payable on December 17, 2021, to shareholders of record as of December 8, 2021. All dollar figures are in United States Dollars unless otherwise indicated.

As part of the long-term strategy to maximize shareholder value, B2Gold expects to declare future quarterly dividends at the same level. This dividend is designated as an “eligible dividend” for the purposes of the Income Tax Act (Canada). Dividends paid by B2Gold to shareholders outside Canada (non-resident investors) will be subject to Canadian non-resident withholding taxes.

The declaration and payment of future dividends and the amount of any such dividends will be subject to the determination of the Board, in its sole and absolute discretion, taking into account, among other things, economic conditions, business performance, financial condition, growth plans, expected capital requirements, compliance with the B2Golds’s constating documents, all applicable laws, including the rules and policies of any applicable stock exchange, as well as any contractual restrictions on such dividends, including any agreements entered into with lenders to the Company, and any other factors that the Board deems appropriate at the relevant time. There can be no assurance that any dividends will be paid at the intended rate or at all in the future.

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 exploration and development projects in various countries including Mali, Colombia, Burkina Faso, Finland and Uzbekistan. B2Gold forecasts total consolidated gold production of between 1,015,000 and 1,055,000 ounces in 2021.

OnBehalf of B2GOLD CORP.

“Clive T. Johnson”

President & Chief Executive Officer

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For more information on B2Gold, please visit the Company website at www.b2gold.com or contact:

The Toronto Stock Exchange and NYSE AmericanLLC neither approve nor disapprove the information contained in this news release.

Production results and production guidancepresented in this news release reflect total production at the mines B2Gold operates on a 100% project basis. Please see our Annual InformationForm dated March 30, 2021 for a discussion of our ownership interest in the mines B2Gold operates.

This news release includes certain "forward-lookinginformation" and "forward-looking statements" (collectively forward-looking statements") within the meaning of applicableCanadian and United States securities legislation, including: projections; outlook; guidance; forecasts; estimates; and other statementsregarding 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 consolidatedand mine by mine basis; the impact of the COVID-19 pandemic on B2Gold's operations, including any restrictions or suspensions with respectto our operations and the effect of any such restrictions or suspensions on our financial and operational results; the ability of theCompany to successfully maintain our operations if they are temporarily suspended, and to restart or ramp-up these operations efficientlyand economically, the impact of COVID-19 on the Company's workforce, suppliers and other essential resources and what effect those impacts,if they occur, would have on our business, our planned capital and exploration expenditures; future or estimated mine life, metal priceassumptions, ore grades or sources, gold recovery rates, stripping ratios, throughput, ore processing; statements regarding anticipatedexploration, drilling, development, construction, permitting and other activities or achievements of B2Gold; and including, without limitation:projected gold production, cash operating costs and AISC on a consolidated and mine by mine basis in 2021, including production beingweighted heavily to the second half of 2021; total consolidated gold production of between 1,015,000 and 1,055,000 ounces in 2021; thepotential payment of future dividends, including the timing and amount of any such dividends, and the expectation that quarterly dividendswill be maintained at the same level. All statements in this news release that address events or developments that we expect to occurin 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", "anticipate", "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 estimatesof management as of the date such statements are made.

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Forward-looking statements necessarily involveassumptions, risks and uncertainties, certain of which are beyond B2Gold's control, including risks associated with or related to: theduration and extent of the COVID-19 pandemic, the effectiveness of preventative measures and contingency plans put in place by the Companyto respond to the COVID-19 pandemic, including, but not limited to, social distancing, a non-essential travel ban, business continuityplans, and efforts to mitigate supply chain disruptions; escalation of travel restrictions on people or products and reductions in theability of the Company to transport and refine doré; the volatility of metal prices and B2Gold's common shares; changes in taxlaws; the dangers inherent in exploration, development and mining activities; the uncertainty of reserve and resource estimates; notachieving production, cost or other estimates; actual production, development plans and costs differing materially from the estimatesin B2Gold's feasibility and other studies; the ability to obtain and maintain any necessary permits, consents or authorizations requiredfor 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 unknownliabilities of companies acquired by B2Gold; the ability to successfully integrate new acquisitions; fluctuations in exchange rates;the availability of financing; financing and debt activities, including potential restrictions imposed on B2Gold's operations as a resultthereof and the ability to generate sufficient cash flows; operations in foreign and developing countries and the compliance with foreignlaws, including those associated with operations in Mali, Namibia, the Philippines, Colombia and Burkina Faso and including risks relatedto 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 priceand availability of energy and other inputs necessary for mining operations; shortages or cost increases in necessary equipment, suppliesand labour; regulatory, political and country risks, including local instability or acts of terrorism and the effects thereof; the relianceupon contractors, third parties and joint venture partners; the lack of sole decision-making authority related to Filminera ResourcesCorporation, which owns the Masbate Project; challenges to title or surface rights; the dependence on key personnel and the ability toattract and retain skilled personnel; the risk of an uninsurable or uninsured loss; adverse climate and weather conditions; litigationrisk; competition with other mining companies; community support for B2Gold's operations, including risks related to strikes and thehalting of such operations from time to time; conflicts with small scale miners; failures of information systems or information securitythreats; the ability to maintain adequate internal controls over financial reporting as required by law, including Section 404 of theSarbanes-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 interestin Calibre; as well as other factors identified and as described in more detail under the heading "Risk Factors" in B2Gold'smost recent Annual Information Form, B2Gold's current Form 40-F Annual Report and B2Gold's other filings with Canadian securities regulatorsand the U.S. Securities and Exchange Commission (the "SEC"), which may be viewed at www.sedar.comand www.sec.gov, respectively (the "Websites"). The list is not exhaustiveof the factors that may affect B2Gold's forward-looking statements.

B2Gold's forward-looking statements are basedon the applicable assumptions and factors management considers reasonable as of the date hereof, based on the information available tomanagement at such time. These assumptions and factors include, but are not limited to, assumptions and factors related to B2Gold's abilityto carry on current and future operations, including: the duration and effects of COVID-19 on our operations and workforce; developmentand exploration activities; the timing, extent, duration and economic viability of such operations, including any mineral resources orreserves identified thereby; the accuracy and reliability of estimates, projections, forecasts, studies and assessments; B2Gold's abilityto meet or achieve estimates, projections and forecasts; the availability and cost of inputs; the price and market for outputs, includinggold; foreign exchange rates; taxation levels; the timely receipt of necessary approvals or permits; the ability to meet current and futureobligations; the ability to obtain timely financing on reasonable terms when required; the current and future social, economic and politicalconditions; and other assumptions and factors generally associated with the mining industry.

B2Gold's forward-looking statements are basedon the opinions and estimates of management and reflect their current expectations regarding future events and operating performance andspeak only as of the date hereof. B2Gold does not assume any obligation to update forward-looking statements if circumstances or management'sbeliefs, expectations or opinions should change other than as required by applicable law. There can be no assurance that forward-lookingstatements 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-lookingstatements will transpire or occur, or if any of them do, what benefits or liabilities B2Gold will derive therefrom. For the reasons setforth above, undue reliance should not be placed on forward-looking statements.