6-K
B2GOLD CORP (BTG)
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 February, 2026
Commission File Number: 001-35936
B2Gold Corp.
(Translation of registrant’s name into English)
Park Place
Suite 3400 - 666 Burrard Street
Vancouver, British Columbia V6C 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:
[ ] Form 20-F [X] Form 40-F
DOCUMENTS INCLUDED AS PART OF 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.
| B2Gold Corp. | ||
|---|---|---|
| Date: February 18, 2026 | By: | /s/ Randall Chatwin |
| Name: | Randall Chatwin | |
| Title: | Senior Vice President, Legal and Corporate Communications |
EXHIBIT INDEX
EXHIBITS 99.1 AND 99.2 INCLUDED WITH THIS REPORT ARE HEREBY INCORPORATED BY REFERENCE INTO THE REGISTRANT'S REGISTRATION STATEMENTS ON FORM S-8 (FILE NOS. 333-239197, 333-232158, 333-206811, 333-200228, 333-218710, 333-226063, 333-192555 AND 333-273659) AND ON THE REGISTRATION STATEMENT ON FORM F-3D (NO. 333-274310) (COLLECTIVELY, THE "REGISTRATION STATEMENTS"), AS AMENDED OR SUPPLEMENTED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED BY US UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES EXCHANGE ACT OF 1934, IN EACH CASE AS AMENDED.
Document
B2GOLD CORP.
Consolidated Financial Statements
December 31, 2025 and 2024
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders of B2Gold Corp.
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheets of B2Gold Corp. and its subsidiaries (the Company) as of December 31, 2025 and 2024, and the related consolidated statements of operations, of comprehensive income (loss), of changes in equity and of cash flows for the years then ended, including the related notes (collectively referred to as the consolidated financial statements). We also have audited the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control ‒ Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and its financial performance and its cash flows for the years then ended in conformity with IFRS Accounting Standards as issued by the International Accounting Standards Board. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control ‒ Integrated Framework (2013) issued by the COSO.
Basis for Opinions
The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting on page 24 of the 2025 Management’s Discussion and Analysis. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well
| PricewaterhouseCoopers LLP |
|---|
| PwC Place, 250 Howe Street, Suite 1400, |
| Vancouver, British Columbia, Canada V6C 3S7 |
| T: +1 604 806 7000, F: +1 604 806 7806 |
| Fax to mail: ca_vancouver_main_fax@pwc.com |
| “PwC” refers to PricewaterhouseCoopers LLP, an Ontario limited liability partnership. |
as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Accounting and valuation of convertible senior unsecured note
As described in Notes 4 and 12 to the consolidated financial statements, on January 28, 2025, the Company issued convertible senior unsecured notes (”the Notes”) with an aggregate principal amount of $460 million. The Notes were accounted for as a compound financial instrument consisting of a financial liability of $365 million, representing the fair value of the liability component on initial recognition and a conversion option, that was classified as equity, of $95 million, representing the residual amount. The
determination of the accounting of the Notes as a compound financial instrument with an equity component and the measurement of the fair value of the liability component at initial recognition required management to make judgments and estimates. Management determined that the conversion feature satisfied the requirements to be recognized as an equity component as the conversion feature would result in a fixed number of shares of its own equity instruments being issued for a fixed amount of consideration taking into consideration potential adjustments to the initial conversion ratio, if the Notes were converted. The fair value of the financial liability component of the Notes was measured as the present value of the contractual principal and interest payments using a discount rate.
The principal considerations for our determination that performing procedures relating to the accounting and valuation of the convertible senior unsecured notes is a critical audit matter are (i) the judgments in determining whether the conversion feature represented a contract that could be settled by the Company delivering a fixed number of its own equity instruments, in exchange for a fixed amount of consideration taking into consideration potential adjustments to the initial conversion ratio (ii) the judgements and estimates made by management to determine the initial fair value of the liability component of the Notes (iii) a high degree of auditor judgement in evaluating the audit evidence for the accounting of the Notes and the significant audit effort due to the subjectivity and judgement to evaluate the audit evidence obtained related to the fair value of the liability component of the Notes; and (iv) the audit effort involved the use of professionals with specialized skill and knowledge.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls related to the accounting of the Notes and the fair value of the liability component at initial recognition. These procedures also included, among others, (i) assessing the terms of the Notes including the conversion feature and assessing the judgment in determining whether the conversion feature represented a contract that could be settled by the Company by delivering a fixed number of its own equity instruments in exchange for a fixed amount of consideration taking into consideration potential adjustments to the initial conversion ratio; and (ii) developing, with the assistance of professionals with specialized skilled and knowledge, an independent range of estimates for the fair value of the liability component using independently determined assumptions and comparing the independent range to management’s fair value at initial recognition.
/s/PricewaterhouseCoopers LLP
Chartered Professional Accountants
Vancouver, Canada
February 18, 2026
We have served as the Company’s auditor since 2007.
| B2GOLD CORP. | ||||
|---|---|---|---|---|
| CONSOLIDATED STATEMENTS OF OPERATIONS | ||||
| FOR THE YEARS ENDED DECEMBER 31 | ||||
| (Expressed in thousands of United States dollars, except shares and per share amounts) | ||||
| 2025 | 2024 | |||
| --- | --- | --- | --- | --- |
| Gold revenue | $ | 3,061,238 | $ | 1,902,030 |
| Cost of sales | ||||
| Production costs (Note 24) | (745,446) | (681,828) | ||
| Depreciation and depletion (Note 9) | (440,831) | (367,408) | ||
| Royalties and production taxes | (344,178) | (146,599) | ||
| Total cost of sales | (1,530,455) | (1,195,835) | ||
| Gross profit | 1,530,783 | 706,195 | ||
| General and administrative | (67,087) | (59,483) | ||
| Share-based payments (Note 14) | (24,954) | (24,678) | ||
| Non-recoverable input taxes | (14,391) | (13,211) | ||
| Foreign exchange losses | (9,745) | (23,692) | ||
| Share of net (loss) income of associates (Note 10) | (755) | 2,630 | ||
| Community relations | (12,510) | (2,909) | ||
| Write-down of mining interests (Note 9) | (5,118) | (636) | ||
| Impairment of long-lived assets (Notes 9) | — | (876,376) | ||
| Gain on sale of mining interests (Note 9) | — | 56,115 | ||
| Gain on sale of shares in associate (Note 10) | — | 16,822 | ||
| Other expense (Note 16) | (13,964) | (29,104) | ||
| Operating income (loss) | 1,382,259 | (248,327) | ||
| Losses on derivative instruments (Note 17) | (266,794) | (2,837) | ||
| Change in fair value of gold stream (Note 18) | (118,364) | (26,825) | ||
| Interest and financing expense | (37,702) | (34,848) | ||
| Interest income | 12,448 | 20,734 | ||
| Losses on dilution of associate (Note 10) | — | (8,984) | ||
| Other income (expense) | 4,952 | (8,137) | ||
| Income (loss) from operations before taxes | 976,799 | (309,224) | ||
| Current income tax, withholding and other taxes (Note 21) | (694,650) | (319,726) | ||
| Deferred income tax recovery (Note 21) | 144,550 | 2,297 | ||
| Net income (loss) | $ | 426,699 | $ | (626,653) |
| Attributable to: | ||||
| Shareholders of the Company | $ | 401,908 | $ | (629,891) |
| Non-controlling interests (Note 15) | 24,791 | 3,238 | ||
| Net income (loss) | $ | 426,699 | $ | (626,653) |
| Earnings (loss) per share (attributable to shareholders of the Company) (Note 14) | ||||
| Basic | $ | 0.30 | $ | (0.48) |
| Diluted | $ | 0.28 | $ | (0.48) |
| Weighted average number of common shares outstanding (in thousands) (Note 14) | ||||
| Basic | 1,325,322 | 1,308,850 | ||
| Diluted | 1,480,858 | 1,308,850 |
See accompanying notes to consolidated financial statements.
| B2GOLD CORP. | ||||
|---|---|---|---|---|
| CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) | ||||
| FOR THE YEARS ENDED DECEMBER 31 | ||||
| (Expressed in thousands of United States dollars) | ||||
| 2025 | 2024 | |||
| --- | --- | --- | --- | --- |
| Net income (loss) | $ | 426,699 | $ | (626,653) |
| Other comprehensive income | ||||
| Items that will not be subsequently reclassified to net income: | ||||
| Gains on long-term investments, net of deferred income tax (Note 8) | 158,726 | 22,485 | ||
| Other comprehensive income | 158,726 | 22,485 | ||
| Total comprehensive income (loss) for the year | $ | 585,425 | $ | (604,168) |
| Other comprehensive income attributable to: | ||||
| Shareholders of the Company | $ | 158,726 | $ | 22,485 |
| Non-controlling interests | — | — | ||
| $ | 158,726 | $ | 22,485 | |
| Total comprehensive income (loss) attributable to: | ||||
| Shareholders of the Company | $ | 560,634 | $ | (607,406) |
| Non-controlling interests | 24,791 | 3,238 | ||
| $ | 585,425 | $ | (604,168) |
See accompanying notes to consolidated financial statements.
| B2GOLD CORP. | ||||
|---|---|---|---|---|
| CONSOLIDATED STATEMENTS OF CASH FLOWS | ||||
| FOR THE YEARS ENDED DECEMBER 31 | ||||
| (Expressed in thousands of United States dollars) | ||||
| 2025 | 2024 | |||
| --- | --- | --- | --- | --- |
| Operating activities | ||||
| Net income (loss) | $ | 426,699 | $ | (626,653) |
| Mine restoration provisions settled (Note 13) | (3,134) | (2,088) | ||
| Non-cash charges, net (Note 22) | 805,682 | 1,289,104 | ||
| Delivery into prepaid sales (Note 19) | (288,792) | — | ||
| Proceeds from prepaid sales (Note 19) | — | 500,023 | ||
| Changes in non-cash working capital (Note 22) | 189,886 | (155,179) | ||
| Changes in long-term inventory | (109,705) | (55,413) | ||
| Changes in long-term value added tax receivables | (124,800) | (72,190) | ||
| Cash provided by operating activities | 895,836 | 877,604 | ||
| Financing activities | ||||
| Proceeds from convertible senior unsecured notes, net of financing costs (Note 12) | 445,913 | — | ||
| Revolving credit facility draw downs, net of financing costs (Note 12) | 195,869 | 445,753 | ||
| Revolving credit facility repayments (Note 12) | (450,000) | (200,000) | ||
| Equipment facility draw downs, net of financing costs (Note 12) | 21,463 | 7,779 | ||
| Equipment loan facility repayments (Note 12) | (14,003) | (11,042) | ||
| Interest and commitment fees paid | (18,447) | (11,648) | ||
| Common shares issued in flow-through financing (Note 14) | 13,920 | 10,073 | ||
| Common shares issued on exercise of stock options (Note 14) | 66,083 | 3,122 | ||
| Repurchase of common shares (Note 14) | (9,849) | — | ||
| Dividends paid (Note 14) | (103,444) | (184,632) | ||
| Principal payments on lease arrangements (Note 12) | (22,078) | (6,531) | ||
| Distributions to non-controlling interests (Note 15) | (29,914) | (122,869) | ||
| Realized loss on derivative instruments (Note 17) | (36,846) | — | ||
| Other | (21) | 923 | ||
| Cash provided (used) by financing activities | 58,646 | (69,072) | ||
| Investing activities | ||||
| Expenditures on mining interests: | ||||
| Fekola Mine | (222,670) | (257,776) | ||
| Masbate Mine | (41,257) | (29,763) | ||
| Otjikoto Mine | (24,005) | (28,842) | ||
| Goose Mine | (471,453) | (515,391) | ||
| Fekola Regional Properties | (20,845) | (16,861) | ||
| Gramalote Project | (31,920) | (17,128) | ||
| Other exploration (Note 22) | (50,679) | (52,629) | ||
| Purchases of long-term investments (Note 8) | (25,850) | (16,576) | ||
| Purchase of shares in associate (Note 10) | (4,800) | (9,089) | ||
| Purchases of short-term investments (Note 6) | (45,041) | (16,361) | ||
| Redemptions of short-term investments (Note 6) | 54,949 | 5,386 | ||
| Funding of reclamation deposits (Note 11) | (10,915) | (5,797) | ||
| Cash proceeds on sale of investment in associate (Note 10) | — | 100,302 | ||
| Cash proceeds on sale of long-term investments (Note 8) | — | 92,564 | ||
| Cash proceeds from sale of mining interest (Note 9) | — | 7,500 | ||
| Other | 1,746 | (2,840) | ||
| Cash used by investing activities | (892,740) | (763,301) | ||
| Increase in cash and cash equivalents | 61,742 | 45,231 | ||
| Effect of exchange rate changes on cash and cash equivalents | (18,289) | (15,155) | ||
| Cash and cash equivalents, beginning of year | 336,971 | 306,895 | ||
| Cash and cash equivalents, end of year | $ | 380,424 | $ | 336,971 |
| Supplementary cash flow information (Note 22) |
See accompanying notes to consolidated financial statements.
| B2GOLD CORP. | ||||
|---|---|---|---|---|
| CONSOLIDATED BALANCE SHEETS | ||||
| (Expressed in thousands of United States dollars) | ||||
| As at | As at | |||
| --- | --- | --- | --- | --- |
| December 31, | December 31, | |||
| 2025 | 2024 | |||
| Assets | ||||
| Current | ||||
| Cash and cash equivalents | $ | 380,424 | $ | 336,971 |
| Receivables, prepaids and other (Note 6) | 58,293 | 41,059 | ||
| Value-added and other tax receivables | 63,732 | 46,173 | ||
| Inventories (Note 7) | 627,225 | 477,586 | ||
| 1,129,674 | 901,789 | |||
| Long-term investments (Note 8) | 286,066 | 76,717 | ||
| Long-term value-added tax receivables | 276,035 | 244,147 | ||
| Mining interests (Note 9) | 3,760,337 | 3,291,435 | ||
| Investment in associates (Note 10) | 98,183 | 91,417 | ||
| Long-term inventories (Note 7) | 177,595 | 134,529 | ||
| Other assets (Note 11) | 74,986 | 73,964 | ||
| Deferred income taxes (Note 21) | 76,440 | — | ||
| $ | 5,879,316 | $ | 4,813,998 | |
| Liabilities | ||||
| Current | ||||
| Accounts payable and accrued liabilities | $ | 174,802 | $ | 156,352 |
| Current income and other taxes payable | 267,073 | 103,557 | ||
| Current portion of prepaid gold sales (Note 19) | 285,458 | 272,781 | ||
| Current portion of long-term debt (Note 12) | 33,870 | 16,419 | ||
| Current portion of derivative instruments (Note 17) | 237,308 | 1,606 | ||
| Current portion of gold stream obligation (Note 18) | 24,500 | 6,900 | ||
| Current portion of mine restoration provisions (Note 13) | 18,114 | 7,170 | ||
| Other current liabilities | 20,131 | 15,902 | ||
| 1,061,256 | 580,687 | |||
| Prepaid gold sales (Note 19) | — | 265,329 | ||
| Long-term debt (Note 12) | 564,440 | 421,464 | ||
| Gold stream obligation (Note 18) | 258,231 | 159,525 | ||
| Mine restoration provisions (Note 13) | 151,293 | 140,541 | ||
| Deferred income taxes (Note 21) | 151,343 | 169,738 | ||
| Employee benefits obligation | 25,103 | 18,410 | ||
| Other long-term liabilities | 26,134 | 22,607 | ||
| 2,237,800 | 1,778,301 | |||
| Equity | ||||
| Shareholders’ equity | ||||
| Share capital (Note 14) | 3,607,005 | 3,510,271 | ||
| Contributed surplus | 151,218 | 91,184 | ||
| Accumulated other comprehensive income (loss) | 55,955 | (102,771) | ||
| Retained deficit | (220,613) | (515,619) | ||
| 3,593,565 | 2,983,065 | |||
| Non-controlling interests (Note 15) | 47,951 | 52,632 | ||
| 3,641,516 | 3,035,697 | |||
| $ | 5,879,316 | $ | 4,813,998 | |
| Commitments (Note 26) | ||||
| Approved by the Board | "Clive T. Johnson" | Director | "Mary-Lynn Oke" | Director |
| --- | --- | --- | --- | --- |
See accompanying notes to consolidated financial statements.
| B2GOLD CORP. | ||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY | ||||||||||||||||||||||||||||
| FOR THE YEARS ENDED DECEMBER 31 | ||||||||||||||||||||||||||||
| (Expressed in thousands of United States dollars) | ||||||||||||||||||||||||||||
| 2025 | ||||||||||||||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | |||||||||||||||
| Shares<br>(‘000’s) | Share<br>capital | Contributed<br><br>surplus | Accumulated<br><br>other<br><br>comprehensive<br><br>income (loss) | Retained deficit | Non-<br><br>controlling<br><br>interests | Total<br>equity | ||||||||||||||||||||||
| Balance at December 31, 2024 | 1,318,041 | $ | 3,510,271 | $ | 91,184 | $ | (102,771) | $ | (515,619) | $ | 52,632 | $ | 3,035,697 | |||||||||||||||
| Net income | — | — | — | — | 401,908 | 24,791 | 426,699 | |||||||||||||||||||||
| Dividends (Note 14) | 656 | 2,515 | 736 | — | (106,902) | — | (103,651) | |||||||||||||||||||||
| Portion of convertible senior unsecured notes allocated to equity, net of deferred income tax (Note 12) | — | — | 67,437 | — | — | — | 67,437 | |||||||||||||||||||||
| Gain on investments, net of deferred income tax (Note 8) | — | — | — | 158,726 | — | — | 158,726 | |||||||||||||||||||||
| Shares issued in flow-through financing (Note 14) | 2,385 | 9,903 | — | — | — | — | 9,903 | |||||||||||||||||||||
| Shares issued on exercise of stock options (Note 14) | 19,638 | 66,082 | — | — | — | — | 66,082 | |||||||||||||||||||||
| Shares issued on vesting of RSUs (Note 14) | 2,223 | 7,359 | (7,359) | — | — | — | — | |||||||||||||||||||||
| Shares purchased and cancelled under Normal Course Issuer Bid (Note 14) | (2,321) | (9,849) | — | — | — | — | (9,849) | |||||||||||||||||||||
| Transactions with non-controlling interests (Note 15) | — | — | — | — | — | (29,472) | (29,472) | |||||||||||||||||||||
| Share-based payments (Note 14) | — | — | 19,944 | — | — | — | 19,944 | |||||||||||||||||||||
| Transfer to share capital on exercise of stock options | — | 20,724 | (20,724) | — | — | — | — | |||||||||||||||||||||
| Balance at December 31, 2025 | 1,340,622 | $ | 3,607,005 | $ | 151,218 | $ | 55,955 | $ | (220,613) | $ | 47,951 | $ | 3,641,516 | 2024 | ||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | |||||||||||||||
| Shares<br>(‘000’s) | Share<br>capital | Contributed<br><br>surplus | Accumulated<br><br>other<br><br>comprehensive<br><br>loss | Retained (deficit) earnings | Non-<br><br>controlling<br><br>interests | Total<br>equity | ||||||||||||||||||||||
| Balance at December 31, 2023 | 1,302,396 | $ | 3,454,811 | $ | 84,970 | $ | (125,256) | $ | 395,854 | $ | 99,596 | $ | 3,909,975 | |||||||||||||||
| Net loss | — | — | — | — | (629,891) | 3,238 | (626,653) | |||||||||||||||||||||
| Dividends (Note 14) | 9,140 | 24,566 | 1,141 | — | (210,700) | — | (184,993) | |||||||||||||||||||||
| Gain on investments, net of deferred income tax (Note 8) | — | — | — | 22,485 | — | — | 22,485 | |||||||||||||||||||||
| Shares issued in flow-through financing (Note 14) | 2,700 | 7,058 | — | — | — | — | 7,058 | |||||||||||||||||||||
| Shares issued on exercise of stock options (Note 14) | 1,247 | 3,122 | — | — | — | — | 3,122 | |||||||||||||||||||||
| Shares issued on vesting of RSUs (Note 14) | 1,614 | 6,839 | (6,839) | — | — | — | — | |||||||||||||||||||||
| Shares issued on vesting of PSUs (Note 14) | 944 | 7,604 | (7,604) | — | — | — | — | |||||||||||||||||||||
| Shares issued from incentive trust (Note 14) | — | 24 | — | — | — | — | 24 | |||||||||||||||||||||
| Transactions with non-controlling interests (Note 15) | — | — | — | — | (70,882) | (50,202) | (121,084) | |||||||||||||||||||||
| Share-based payments (Note 14) | — | — | 25,763 | — | — | — | 25,763 | |||||||||||||||||||||
| Transfer to share capital on exercise of stock options and incentive trust shares | — | 6,247 | (6,247) | — | — | — | — | |||||||||||||||||||||
| Balance at December 31, 2024 | 1,318,041 | $ | 3,510,271 | $ | 91,184 | $ | (102,771) | $ | (515,619) | $ | 52,632 | $ | 3,035,697 |
See accompanying notes to consolidated financial statements.
| B2GOLD CORP. |
|---|
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
| December 31, 2025 and 2024 |
| (All tabular amounts are in thousands of United States dollars unless otherwise stated) |
1Nature of operations
B2Gold Corp. (“B2Gold” or the “Company”) is a Vancouver-based gold producer with four operating mines: the Fekola Mine in Mali, the Masbate Mine in the Philippines, the Otjikoto Mine in Namibia, and the Goose Mine in Canada. The Company determined that the Goose Mine achieved commercial production on October 2, 2025. The Company also owns the Gramalote Project in Colombia. The Company holds an approximately 33% interest in Versamet Royalties Corporation ("Versamet") and a portfolio of evaluation and exploration assets in a number of countries including Mali, Canada and Finland.
B2Gold is a public company listed on the Toronto Stock Exchange under the symbol “BTO”, the NYSE American LLC exchange under the symbol “BTG” and the Namibian Stock Exchange under the symbol “B2G”. B2Gold’s head office is located at Suite 3400, Park Place, 666 Burrard Street, Vancouver, British Columbia, V6C 2X8.
2Basis of preparation
These consolidated financial statements have been prepared in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board (“IFRS”). These consolidated financial statements were authorized for issue by the Board of Directors on February 18, 2026.
3Recent accounting pronouncements
Pronouncements issued but not yet effective
Amendments to IFRS 9, Financial instruments, and IFRS 7, Financial instruments: Disclosures
In May 2024, the IASB issued amendments to update the classification and measurement requirements in IFRS 9 and related disclosure requirements in IFRS 7 as follows:
•Clarified the recognition and derecognition date of certain financial assets and liabilities and amended the requirements related to settling financial liabilities using an electronic payment system. For a financial liability settled in cash using an electronic payment system, the amendments permit an entity to deem the financial liability to be discharged before the settlement date provided certain criteria are met.
•Clarified how to assess the contractual cash flow characteristics of financial assets in determining whether they meet the solely payments of principal and interest criteria.
•New disclosures for certain instruments with contractual terms that can change cash flows (including instruments with features linked to environmental, social and corporate governance targets).
•Additional disclosure requirements for financial instruments with contingent features that do not relate directly to basic lending risks and costs.
•Amended disclosures relating to equity instruments designated at fair value through other comprehensive income.
These amendments are effective for annual reporting periods beginning on or after January 1, 2026, with early application permitted for certain provisions. The Company may elect to apply the accounting policy choice permitted by the amendments to determine the settlement date for electronic payments based on the date preceding actual settlement. The Company has not yet adopted the amendments but does not expect the amendments to have a significant impact on the Consolidated Financial Statements.
IFRS 18, Presentation and disclosure in financial statements
In April 2024, the IASB issued IFRS 18, Presentation and disclosure in financial statements ("IFRS 18"), which replaces IAS 1, Presentation of financial statements. IFRS 18 introduces an updated structure for the income statement by requiring income and expenses to be presented in three defined categories (operating, investing and financing), and by specifying certain defined totals and subtotals. Where company-specific measures related to income statement disclosure are provided ("management-defined performance measures"), such as certain non-GAAP measures, IFRS 18 requires additional disclosure around those management-defined performance measures in the notes to the financial statements. IFRS 18 provides additional guidance on principles of aggregation and disaggregation which apply to the primary financial statements and the notes to the financial statements. IFRS 18 does not affect the recognition and measurement of items in the financial statements, nor does it affect which items are classified as other comprehensive income and how these items are classified.
| B2GOLD CORP. |
|---|
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
| December 31, 2025 and 2024 |
| (All tabular amounts are in thousands of United States dollars unless otherwise stated) |
The standard is effective for reporting periods beginning on or after January 1, 2027, including for interim financial statements. Retrospective application is required and early adoption is permitted. The Company has begun assessing the impact of IFRS 18 to its consolidated financial statements, particularly with respect to the structure of the Consolidated Statement of Operations, the Consolidated Statement of Cash Flows and additional disclosures required for management-defined performance measures in the notes to the financial statements. This project is expected to continue throughout 2026. The Company is also still assessing the impact of the new standard on the presentation and disaggregation of line items in the Consolidated Financial Statements.
4Summary of material accounting policies
The material accounting policies used in the preparation of these financial statements are as follows:
Principles of consolidation
The financial statements of the Company consolidate the accounts of B2Gold and its subsidiaries. All intercompany transactions, balances, and unrealized gains and losses from intercompany transactions are eliminated on consolidation.
The Company’s most significant wholly-owned and partially owned subsidiaries are presented below:
| % interest | ||
|---|---|---|
| - | Fekola SA (“Fekola Mine”) | 80 |
| - | B2Gold Namibia (Pty) Ltd. (“Otjikoto Mine”) | 90 |
| - | Philippines Gold Processing & Refining Corporation (“Masbate Mine”) | 100 |
| - | Filminera Resources Corporation ("Masbate Mine") | 40 |
| - | B2Gold Back River Corp ("Goose Mine") | 100 |
| - | Gramalote Limited ("Gramalote Project") | 100 |
Subsidiaries are entities controlled by the Company. Control exists when the Company has power over an investee, when the Company is exposed, or has rights, to variable returns from the investee and when the Company has the ability to affect those returns through its power over the investee. Subsidiaries are fully consolidated from the date on which control is obtained by B2Gold and are de-consolidated from the date that control ceases.
The Company holds its interest in the Masbate Gold Project (which operates the Masbate Mine) through two indirectly-owned subsidiaries. B2Gold has a 100% interest in Philippines Gold Processing & Refining Corporation (“PGPRC”) and a 40% interest in Filminera Resources Corporation (“FRC”). The remaining 60% interest in FRC is held by a Philippines-registered company that is owned by a Philippine shareholder. The Company consolidates the Masbate Gold Project as a result of its ownership interests and the contractual relationship between the entities. FRC owns the majority of the Masbate Gold Project tenements. PGPRC owns the process plant and is responsible for the sale of all gold. PGPRC and FRC have a contractual relationship, which includes PGPRC purchasing all of the ore production from FRC at a price equal to the cost for the ore plus a predetermined margin. For accounting purposes, this contractual relationship gives the Company control to consolidate FRC.
The Company's interest in Versamet is accounted for as investment in associates (Note 10). The Company does not control Versamet but does exert significant influence over their operations. The Company accounts for its interest in Versamet using the equity method.
Investments in joint arrangements and associates
A joint arrangement is a contractual arrangement whereby two or more parties undertake an economic activity that is subject to joint control. Joint control is the contractually agreed sharing of control of an arrangement, which exists only when decisions about the relevant activities require the unanimous consent of the parties sharing control. An associate is an investment over which the Company exercises significant influence, but not control or joint control, over the financial and operating policies and normally owns between 20% and 50% of the voting equity.
A joint arrangement is classified as a joint operation or joint venture. The parties to a joint operation have the rights to the underlying assets and are exposed to the underlying liabilities of the joint arrangement. The Company accounts for investment in joint operations by recognizing its share of the operations underlying assets, liabilities, revenues and expenses. The parties to a joint venture have an interest in the underlying net assets of the joint arrangement. Investments in joint ventures are also accounted for using the equity method.
| B2GOLD CORP. |
|---|
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
| December 31, 2025 and 2024 |
| (All tabular amounts are in thousands of United States dollars unless otherwise stated) |
Investments in associates are accounted for using the equity method. The equity method involves recording the initial investment at cost. Additional funding into an investee is recorded as an increase in the carrying value of the investment. The carrying amount is adjusted by the Company’s share of post-acquisition net income or loss, dilution gains or losses (resulting from changes in ownership interest), depreciation or amortization. The carrying value of equity-accounted investments is reviewed when indicators arise and if any impairment or impairment reversal has occurred, it is recognised in the period in which the impairment arose.
Business combinations
A business combination requires that the assets acquired and liabilities assumed constitute a business. A business is an integrated set of activities and assets that is capable of being conducted and managed for the purpose of providing goods or services to customers, generating investment income (such as dividends or interest) or generating other income from ordinary activities. A business consists of inputs and processes applied to those inputs that have the ability to create outputs. Although businesses usually have outputs, outputs are not required for an integrated set to qualify as a business as the Company considers other factors to determine whether the set of activities or assets is a business.
The Company has an option to apply a ‘concentration test’ to assess whether an acquired set of activities and assets are not a business. If substantially all of the fair value of the gross assets acquired is concentrated in a single, identifiable asset or group of similar identifiable assets, the concentration test is met, and the transaction is accounted for as an asset acquisition. In such cases, the acquirer identifies and recognizes the individual identifiable assets acquired and liabilities assumed. The cost of the net assets is allocated to the individual identifiable assets and liabilities on the basis of their relative fair values at the date of purchase. Such a transaction or event will not give rise to goodwill. Acquisition-related costs in an asset acquisition are recognized as part of the cost of the assets acquired.
Business combinations are accounted for using the acquisition method whereby acquired assets and liabilities are recorded at fair value as of the date of acquisition with the excess of the purchase consideration over such fair value being recorded as goodwill. Non-controlling interests in an acquisition may be measured at either fair value or at the non-controlling interest’s proportionate share of the fair value of the acquiree’s net identifiable assets.
The excess of (i) total consideration transferred by the Company, measured at fair value, including contingent consideration, and (ii) the non-controlling interests in the acquiree, over the acquisition-date fair value of the net of the assets acquired and liabilities assumed, is recorded as goodwill. If the fair value attributable to the Company’s share of the identifiable net assets exceeds the cost of acquisition, the difference is recognized as a gain in the Consolidated Statement of Operations.
Should the consideration be contingent on future events, the cost of the acquisition recorded includes management’s best estimate of the fair value of the contingent amounts expected to be payable. Provisional fair values allocated at the reporting date are finalized within one year of the acquisition date with retroactive restatement to the acquisition date as required.
Transaction costs, other than those associated with the issue of debt or equity securities, which the Company incurs in connection with a business combination, are expensed as incurred.
Foreign currency translation
Functional and presentation currency
Items included in the financial statements of each of the group's entities are measured using the currency of the primary economic environment in which the entity operates (“the functional currency”). The consolidated financial statements are presented in United States dollars, which is the Company’s presentation currency. The Company’s mining operations operate within an economic environment where the functional currency is the United States dollar. References to "$" or "US$" are to United States dollars, while references to "Cdn. $" are to Canadian dollars.
Transactions and balances
Transactions denominated in foreign currencies are translated into the United States dollar as follows:
•Monetary assets and liabilities are translated at the rates of exchange at the Consolidated Balance Sheet date;
| B2GOLD CORP. |
|---|
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
| December 31, 2025 and 2024 |
| (All tabular amounts are in thousands of United States dollars unless otherwise stated) |
•Non-monetary assets and liabilities are translated at historical exchange rates prevailing at each transaction date;
•Revenue and expenses are translated at the exchange rate at the date of the transaction, except depreciation, depletion and amortization, which are translated at historical exchange rates, and share-based compensation expense, which is translated at the rates of exchange applicable at the date of grant of the share-based compensation; and
•Exchange gains and losses on translation are included in earnings. When the gain or loss on certain non-monetary items, such as long-term investments classified as fair value through other comprehensive income (“OCI”) is recognized in OCI, the translation differences are also recognized in OCI.
Group companies
For any subsidiaries or joint ventures whose functional currency differs from the United States dollar, balances and transactions are translated into the United States dollar as follows:
•Assets and liabilities are translated at the rates of exchange at the Consolidated Balance Sheet date;
•Revenue and expenses are translated at average exchange rates throughout the reporting period or at rates that approximate the actual exchange rates; items such as depreciation are translated at the monthly average exchange rate; and
•Exchange gains and losses on translation are included in OCI.
The exchange gains and losses are recognized in earnings upon the substantial disposition, liquidation or closure of the entity that gave rise to such amounts.
Financial instruments
The Company recognizes financial assets and liabilities on the Consolidated Balance Sheet when the Company becomes party to the contractual provisions of the instrument.
Cash and cash equivalents
Cash and cash equivalents include cash on hand, deposits held with banks, and other short-term highly liquid investments with original maturities of three months or less. For an investment to qualify as a cash equivalent it must be readily convertible to a known amount of cash and be subject to an insignificant risk of changes in value. Cash and cash equivalents are classified as financial assets and subsequently measured at amortized cost.
Receivables, accounts payable and accrued liabilities
Receivables, accounts payable and accrued liabilities are non-interest bearing. Receivable are classified as financial assets and accounts payable and accrued liabilities are classified as financial liabilities. They are initially measured at fair value and subsequently recorded at amortized cost, which approximates fair value due to the short term to maturity. Receivable are net of expected credit losses.
Long-term investments
Equity investments in entities that are not subsidiaries, joint ventures or investments in associates are classified as fair value through profit and loss ("FVTPL") unless they are irrevocably designated, on an individual basis, as fair value through other comprehensive income ("FVOCI"). These investments are measured at fair value on acquisition and at each reporting date. Any unrealized holding gains and losses related to long-term investments designated as FVOCI are excluded from net earnings and are included in OCI. Upon disposal, any accumulated gains and losses remain in equity.
Lease liabilities
Lease liabilities are interest bearing and are initially measured at the present value of future payments and subsequently recorded at amortized cost.
| B2GOLD CORP. |
|---|
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
| December 31, 2025 and 2024 |
| (All tabular amounts are in thousands of United States dollars unless otherwise stated) |
Debt
The Company initially recognizes all financial liabilities at fair value and classifies them as subsequently measured at either FVTPL or amortized cost, as appropriate. For debt subsequently measured at amortized cost, the effective interest rate method is used. Debt classified as FVTPL is measured at fair value on each financial period-end date with gains and losses flowing through the Consolidated Statement of Operations. For debt that is optionally classified as FVTPL, the part of the fair value change related to the Company’s own credit risk is recorded in OCI rather than the Consolidated Statement of Operations.
Components of compound financial instruments are separately classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument. The financial liability is initially recognized at fair value, net of an allocation of issuance costs, and is subsequently measured at amortized cost. The equity component is initially measured based on the residual amount, net of an allocation of issuance costs, and is not subsequently remeasured.
Derivative instruments
Derivative instruments, including embedded derivatives, are recorded at FVTPL and accordingly recorded at fair value on the Consolidated Balance Sheet with changes in the fair value being recognized as gains or losses in the Consolidated Statement of Operations. Fair values for derivative instruments are determined using valuation techniques, using assumptions based on market conditions existing at the balance sheet date.
Impairment of financial assets held at amortized cost
At each reporting date, the Company measures the loss allowance for financial assets held at amortized cost at an amount equal to the lifetime expected credit losses if the credit risk on the financial assets has increased significantly since initial recognition. If at the reporting date, the credit risk on the financial assets has not increased significantly since initial recognition, the Company measures the loss allowances for the financial assets at an amount equal to twelve month expected credit losses.
Derecognition of financial assets
Financial assets are derecognized when the investments mature or are sold, and substantially all the risks and rewards of ownership have been transferred. Gains and losses on derecognition of financial assets classified as FVTPL or amortized cost are recognized within other non-operating income. Accumulated gains or losses on financial assets classified as FVOCI remain within accumulated other comprehensive income.
Inventories
Gold and silver bullion, in-process and stockpile inventories are recorded at the lower of average cost and net realizable value. The cost of finished goods and work-in-progress comprises raw materials, direct labour, and other direct costs, as well as stripping in the production stage and related production overheads (based on normal operating capacity) including applicable depreciation on property, plant and equipment. Net realizable value is the estimated selling price less applicable selling expenses and cost to complete.
Silver production is considered a by-product at all the Company's mines. As a result, silver inventory is measured at its fair market value with an offsetting credit to production cost.
When inventories have been written down to net realizable value, a new assessment of net realizable value is made in each subsequent period. If the circumstances that caused the write down no longer exist, the amount of the write down on inventory not yet sold is reversed.
Materials and supplies inventories are valued at the lower of average cost and net realizable value. Cost includes acquisition, freight and other directly attributable costs.
Mining interests
Mining interests include mineral properties, buildings, plant and equipment, construction-in-progress (including mine development costs), deferred stripping, underground development, exploration and evaluation assets, capitalized borrowing costs, and impairment.
| B2GOLD CORP. |
|---|
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
| December 31, 2025 and 2024 |
| (All tabular amounts are in thousands of United States dollars unless otherwise stated) |
Mineral properties
Mineral properties (including mine development costs) are stated at cost less accumulated depreciation and impairment losses. When production commences, these costs are amortized using the units-of-production ("UOP") method, based on the estimated recoverable ounces.
Capitalization of mine development costs to construction-in-progress ceases when the mine is capable of operating in the manner intended by management. The Company applies judgement in its assessment of when a mine is capable of operating in the manner intended by management, which takes account of the design of the mine and the nature of the initial commissioning phase of the mine.
For ounces sold during the commissioning phase, the proceeds from the sale are recognized as revenue and the cost of the ounces produced as a production cost in the, in the Consolidated Statement of Operations.
Non-recoverable costs for projects determined not to be commercially feasible are expensed in the period in which the determination is made or when the carrying value of the project is determined to be impaired.
Deferred stripping
Deferred stripping costs are included as a component of mineral property costs. Stripping costs incurred during the production phase of a mine are considered production costs and are included in the cost of inventory produced during the period in which stripping costs are incurred, unless the stripping activity can be shown to be a betterment of the mineral property. Betterment occurs when stripping activity increases future output of the mine by providing access to additional reserves. Stripping costs incurred to provide access to the ore body for extraction are capitalized as mineral property costs and are amortized on a UOP basis over the reserves and resources to which they relate.
Underground mine development costs
Underground development costs are included as a component of mineral property costs. Underground development costs incurred to build new shafts, drifts and ramps to provide access to underground ore. Underground development costs are capitalized as incurred and are amortized on a UOP basis over the reserves and resources to which they relate or on a straight-line basis over the life of the underground mine.
Construction-in-progress
Qualifying assets in the course of construction are capitalized as construction-in-process until the asset is substantially complete and ready for its intended use, at which time, it is transferred to the appropriate category of mineral property or buildings, plant and equipment and depreciation commences.
Buildings, plant and equipment
Buildings, plant and equipment are recorded at cost. Repairs and maintenance expenditures are charged to operating costs; major improvements and replacements which extend the useful life of an asset are capitalized to the cost of the asset. Buildings, plant and equipment are amortized over the life of the mine using the UOP method based on the recoverable ounces from the estimated proven and probable reserves and a portion of the measured and indicated resources that are reasonably expected to be converted to proven and probable reserves. Mobile equipment, tailings dams and other equipment are depreciated on a straight-line basis over two to nine years as appropriate, net of residual value. The Company allocates the amount initially recognized in respect of an item of buildings, plant and equipment to its significant components and depreciates separately each component part. Residual values, method of amortization and useful lives of the assets are reviewed annually and adjusted if appropriate.
Exploration and evaluation assets
The Company defers the cost of acquiring, maintaining its interest in, exploring and evaluating a mineral property as exploration and evaluation until a decision to construct, abandon or sell the property is made. Once the technical feasibility and commercial viability of the extraction of mineral reserves or resources from a particular mineral property has been determined, exploration and evaluation expenditures are reclassified to “mineral property costs”. If no mineable ore body is discovered, such costs are expensed in the period in which it is determined the property has no future economic value. Exploration costs that do not relate to any specific property are expensed as incurred.
| B2GOLD CORP. |
|---|
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
| December 31, 2025 and 2024 |
| (All tabular amounts are in thousands of United States dollars unless otherwise stated) |
The establishment of technical feasibility and commercial viability of a mineral property is assessed based on a combination of factors, such as but not limited to:
•The extent to which mineral reserves or mineral resources have been identified through a feasibility study or similar level document;
•The results of optimization studies and further technical evaluation carried out to mitigate project risks identified in the feasibility study;
•The status of environmental permits; and
•The status of mining leases or permits.
In addition, commercial viability is deemed to be achieved when the Company determines that the project will provide a satisfactory return relative to its perceived risks. Ore reserves and resources may be declared for an undeveloped mining project before its commercial viability has been fully determined. Evaluation costs may continue to be capitalized during the period between declaration of reserves and approval to mine as further work is undertaken in order to refine the development case to maximize the project’s returns.
Borrowing costs
Borrowing costs attributable to the construction of qualifying assets, which take a substantial period of time to make ready for their intended use, are added to the cost of the assets until such time as the assets are substantially complete and ready for their intended use. The amount of borrowing costs capitalized cannot exceed the actual amount of borrowing costs incurred in a period. All other borrowing costs are expensed in the period in which they are incurred.
Impairment and reversals of impairment
The carrying amounts of long-lived assets are tested for impairment when events or changes in circumstances indicate that the carrying amount may not be recoverable. If there are indicators of impairment, the recoverable amount of the asset is estimated in order to determine the extent of the impairment. An impairment loss is recognized for the amount by which the asset’s carrying amount exceeds its recoverable amount and is recorded as an expense in the Consolidated Statement of Operations.
The recoverable amount is the higher of an asset’s “fair value less costs of disposal” ("FVLCD") and “value-in-use”. Where the asset does not generate cash flows that are independent from other assets, the recoverable amount of the cash-generating unit ("CGU") to which the asset belongs is determined. FVLCD is determined as the amount that would be obtained from the sale of the asset less costs of disposal in an arm’s length transaction between knowledgeable and willing parties. For mining assets this would generally be determined based on the present value of the estimated future cash flows arising from the continued development, use or eventual disposal of the asset. In assessing these cash flows and discounting them to the present value, assumptions used are those that an independent market participant would consider appropriate. In assessing “value-in-use”, the estimated future cash flows expected to arise from the continuing use of the assets in their present form and from their disposal are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and risks specific to the asset.
Impairment losses are evaluated for potential reversals when events or circumstances warrant such consideration. Where an impairment loss is subsequently reversed, the amount of such reversal is limited such that the revised carrying amount of the asset or CGU does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset or CGU in the prior years. A reversal of an impairment loss is recognized into earnings immediately.
Leases
At the inception of a contract, to determine if it contains a lease, the Company assesses whether it conveys the right to control and obtain substantially all of the economic benefits of an identified asset, for a period of time, in exchange for consideration. Where a contract contains a lease, the Company recognizes a right-of-use asset and a lease liability at the commencement date of the lease.
The right-of-use asset is measured at cost less any accumulated depreciation and impairment losses and may be adjusted for any remeasurement of the lease liability. Cost is the amount of the initial lease liability plus any initial direct costs incurred and any lease payments made at or before the commencement date less any incentives received.
The right-of-use assets are included in the cost of property, plant and equipment for the associated mining interest on the Consolidated Balance Sheet. They are depreciated, in accordance with the Company's existing accounting policy, over the shorter of the lease term or the life of the asset.
| B2GOLD CORP. |
|---|
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
| December 31, 2025 and 2024 |
| (All tabular amounts are in thousands of United States dollars unless otherwise stated) |
The lease liability is initially measured at the present value of future lease payments discounted at the interest rate implicit in the contract. If the implicit rate cannot be determined, the incremental borrowing rate over a similar term and with similar security for the funds necessary to obtain an asset of similar value in a similar economic environment is used. The lease payments include fixed payments less any incentives receivable, variable lease payments that depend on an index or rate and amounts expected to be paid under residual value guarantees. Where the lease contains an extension or purchase option, the costs associated with the option are included if it is reasonably expected to be exercised by the Company.
Thereafter, the amount of the lease liability is increased to reflect the accretion of interest and reduced for the lease payments made. In addition, the carrying amount of the lease liability is remeasured to reflect any modifications to the contract terms. Lease liabilities are presented as a component of debt on the Consolidated Balance Sheet.
The Company has elected not to recognize right-of-use assets and lease liabilities for contracts that have a lease term of 12 months or less or are for the use of low value assets. These contracts are recognized as an expense in the Consolidated Statement of Operations in the period the cost is incurred. In addition, for certain asset classes, the Company has elected to treat both lease and non-lease components as a single lease component for the purposes of applying IFRS 16, Leases.
Mine restoration provisions
Future obligations to retire an asset including dismantling, removal from site where required, remediation, on-going treatment, monitoring and other site closure activities are initially recognized and recorded as a liability based on estimated future cash flows discounted at a risk free rate. The measurement determination is based on estimated future cash flows, the current risk-free discount rate, and an estimated inflation factor. The value of restoration provisions is adjusted at each reporting period for changes to factors including the expected amount of cash flows required to discharge the liability, the timing of such cash flows and the risk-free interest rate. The liability is added to the carrying amount of the associated asset, and this additional carrying amount is depreciated over the life of the asset. The liability is accreted to full value over time through periodic charges to earnings. This unwinding of the discount is expensed in the Consolidated Statement of Operations. As reclamation work is performed or liabilities are otherwise settled, the recorded amount of the liability is reduced.
Share capital
Equity instruments issued by the Company are recorded at the amount of proceeds received, net of any directly attributable transaction costs. When the Company repurchases its own equity instruments, the consideration paid is recognized directly as a deduction from equity. Transactions involving the Company’s own equity instruments, whether purchases, sales, or cancellations, do not result in gains or losses being recognized in profit or loss. Similarly, no gain or loss is recognized on the issuance of the Company’s own equity instruments, except when equity instruments are issued to settle an existing liability.
Share-based payments
The cost of stock options and other equity-settled share-based payment arrangements, including restricted share units and performance share units, is recorded based on the estimated fair-value at the grant date and charged to earnings over the vesting period.
The Company grants stock options to certain employees and directors. Each tranche is considered a separate award with its own vesting period and grant date fair value. The fair value of each tranche is measured at the date of grant using the Black-Scholes option pricing model. Compensation expense is recognized over the tranche’s vesting period by a charge to earnings, with a corresponding increase to contributed surplus based on the number of awards expected to vest. The number of awards expected to vest is reviewed at least annually, with any impact being recognized immediately.
The Company grants performance share units to certain officers and employees. Each tranche is considered a separate award with its own vesting period and grant date fair value. The portion of performance share units related to market conditions are recorded at fair value at the date of grant using a risk neutral Monte Carlo simulation based on a correlated Geometric Brownian Motion and the portion related to non-market vesting conditions are recorded at the market value of the shares at the date of grant. Compensation expense is recognized over the tranche’s vesting period by a charge to earnings, with a corresponding increase to contributed surplus based on the number of awards expected to vest for non-market vesting conditions. Non-market vesting conditions are reviewed at least annually, with any impact being recognized immediately.
| B2GOLD CORP. |
|---|
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
| December 31, 2025 and 2024 |
| (All tabular amounts are in thousands of United States dollars unless otherwise stated) |
The Company grants restricted share units to directors, certain officers and employees. Each tranche is considered a separate award with its own vesting period and grant date fair value. The fair value of each tranche is measured at issuance date based on the fair value using the market value of the underlying shares on the date of issuance. Compensation expense is recognized over the tranche’s vesting period by a charge to earnings, with a corresponding increase to contributed surplus.
Cash settled share-based payment arrangements, including deferred share units and restricted phantom units are measured at fair value using the market value of the underlying shares on the date of issuance. The liability is then remeasured at market value on each reporting date until settlement with any gains or losses flowing through share-based payments expense.
Current and deferred income taxes
Income tax comprises current and deferred tax. Income tax is recognized in the Consolidated Statement of Operations except to the extent that it relates to items recognized directly in equity, in which case the income tax is also recognized directly in equity. Taxes on income in interim periods are recorded using the tax rate that would be applicable to expected annual profit.
Current tax is the expected tax payable on taxable income for the year, using tax rates enacted or substantively enacted, at the end of the reporting period.
Payments to governments arising due to specific legislation or separate negotiation with the local authorities in the countries the Company operates are assessed to determine whether they are in the scope of IAS 12, Income taxes. Those that are based on measures of profit earned are assessed to be in scope of IAS 12, while those calculated on sales or production are recorded as an operating expense.
For the Fekola Mine, income taxes in Mali are assessed on a mine-specific basis determined by the respective Mining Code and Convention. As the profit measure used to calculate State of Mali’s preferred share interest is determined to be revenue less costs as defined by the relevant legislation, which is the 2012 Mining Code, the 2023 Mining code and the Fekola Mining Convention, this arrangement is determined to be a tax on income and not an operating cost or profit sharing interest and, therefore, in the scope of IAS 12.
The Company uses judgment in determining whether payments arising due to specific legislation or separate negotiation with the relevant authorities are in scope of IAS 12.
Deferred tax is recognized in respect of temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. Deferred income tax is determined on a non-discounted basis using tax rates and laws that have been enacted or substantively enacted at the balance sheet date and are expected to apply when the deferred tax asset or liability is reversed. Deferred tax assets are recognized to the extent that it is probable that the assets can be recovered.
Deferred income tax is provided on temporary differences arising on investments in subsidiaries and associates, except, in the case of subsidiaries, where the timing of the reversal of the temporary difference is controlled by the Company and it is probable that the temporary difference will not reverse in the foreseeable future. As an exception, deferred tax assets and liabilities are not recognized if the temporary differences arise from the initial recognition of goodwill, or an asset or liability in a transaction (other than in a business combination) that affects neither accounting profit nor taxable profit.
Deferred income tax assets and liabilities are presented as non-current.
Revenue
Gold revenue is recognized when it is probable that the economic benefits will flow to the Company, delivery has occurred, the sales price is reasonably determinable and collectability is reasonably assured. These criteria are generally met at the time the product is delivered to the customer and, depending on the delivery conditions, title and the risks and rewards of ownership have passed to the customer and acceptance of the product, when contractually required, has been obtained. Gold revenue is measured based on the price specified in the sales contract at the time of the sale.
| B2GOLD CORP. |
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| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
| December 31, 2025 and 2024 |
| (All tabular amounts are in thousands of United States dollars unless otherwise stated) |
Prepaid gold sales are recognized as deferred revenue on the Consolidated Balance Sheet and recognized as revenue in the Consolidated Statement of Operations when control transfers to the customer upon delivery of gold. The contract price is considered to contain a significant financing component given the long-term nature of the upfront payment and the period of time between the receipt of the upfront cash and the transfer of control of the product. This will result in recognition of an interest charge on the upfront amount that increases the future revenue to be recognized.
Earnings per share
Basic earnings per share is calculated by dividing the net income for the year attributable to shareholders of the Company by the weighted average number of common shares outstanding during the year.
Diluted earnings per share reflects the potential dilution from common share equivalents on the weighted average number of common shares outstanding during the year if the resulting shares would be dilutive. For stock options, the potential dilutive impact is calculated using the treasury share method whereby all “in-the-money” options are assumed to have been exercised at the beginning of the year and the proceeds from the exercise are assumed to have been used to purchase common shares at the average market price during the period.
5Significant accounting judgements and estimates
The preparation of these financial statements in conformity with IFRS requires judgements and estimates that affect the amounts reported. Those judgements and estimates concerning the future may differ from actual results. The following are the areas of accounting policy judgement and accounting estimates applied by management that most significantly affect the Company’s financial statements, including those areas of estimation uncertainty that could result in a material adjustment to the carrying amounts of assets and liabilities within the next financial year.
Areas of judgement
Assessment of impairment and reversal of impairment indicators for long-lived assets
The Company applies significant judgement in assessing whether there are indicators of impairment, or the reversal of previously recorded impairment, present that give rise to the requirement to conduct an impairment test. Internal and external factors such as significant changes in the use of an asset, legal and permitting factors, future gold prices, operating and capital cost forecasts, quantities of mineral reserves and resources, and movements in market interest rates are used by the Company in determining whether there are any indicators of impairment or reversal of impairment.
During the year ended December 31, 2024, the Company identified indicators of impairment on the Fekola Complex CGU, consisting of the Fekola Mine and Fekola Regional Properties, and the Goose Mine CGU. As a result, these assets were tested for impairment (Note 9).
During the year ended December 31, 2025, the Company performed an assessment of impairment indicators, as well as indicators for reversal of previously recorded impairment losses. Where a CGUs had been previously impaired, the Company considered whether the impairment losses no longer exist or might have decreased. This assessment considered general and specific factors and concluded that, although the current spot price of gold has increased from the time that impairment losses had been recognized, taking into consideration specific circumstances of each asset, there is no indicator that the impairment reversed. For the Fekola Complex CGU, the delay in steps necessary to produce gold from the Fekola Regional permits, including receipt of the mining permit, creates uncertainty as to the extent to which the Company may realize the full benefit of any increases in the long-term gold price. For the Goose Mine, the Company determined that the mine had achieved commercial production on October 2, 2025. However, an engineering study, and associated procurement and logistics plan, is required to implement modifications to the crushing circuit before the Goose Mine can continue to ramp-up and ultimately operate at its name-plate capacity, as intended.
Uncertain tax positions
The Company’s operations involve the application of complex tax regulations in multiple international jurisdictions. Determining the tax treatment of a transaction requires the Company to apply judgement in its interpretation of the applicable tax law. These positions are not final until accepted by the relevant tax authority. The tax treatment may change based on the result of assessments or audits by the tax authorities often years after the initial filing.
The Company recognizes and records potential liabilities for uncertain tax positions based on its assessment of the amount, or range of amounts, of tax that will be due. The Company adjusts these accruals as new information becomes available.
| B2GOLD CORP. |
|---|
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
| December 31, 2025 and 2024 |
| (All tabular amounts are in thousands of United States dollars unless otherwise stated) |
Due to the complexity and uncertainty associated with certain tax treatments, the ultimate resolution could result in a payment that is materially different from the Company’s current estimate of the tax liabilities.
Capitalization of exploration and evaluation expenditures
The application of the Company’s accounting policy for capitalization of exploration and evaluation expenditures requires judgement in determining whether the future economic benefit is likely, either through future exploitation or sale, where properties have not reached a stage which permits a reasonable assessment of the existence of reserves. The deferral policy requires management to make certain judgements about future events or circumstances, in particular whether an economically viable mine can be established. Judgement is applied in the determination of whether any impairment indicators exist at each reporting date giving consideration to factors including mining title expiration dates, budgeted expenditures, discontinuation of activities in any area, and evaluation of any data which would indicate that the carrying amount of exploration and evaluation assets is not recoverable. If new information becomes available suggesting that the recovery of the carrying amount of exploration and evaluation assets is unlikely, the amount capitalized is written off in the Consolidated Statement of Operations in the period when the new information becomes available.
Determination of control or significant influence over investees
The assessment of whether the Company has a significant influence or control over an investee requires the application of judgement when assessing factors that could give rise to a significant influence or control. Factors evaluated when making a judgement of control or significant influence over an investee include, but are not limited to, ownership percentage, representation on the board of directors, participation in the policy-making process, material transactions and contractual arrangements between the Company and the investee, interchange of managerial personnel, provision of essential technical information and potential voting rights. In evaluating these factors, the Company determines the level of influence over the investee the Company has. Changes in the Company's assessment of the factors used in determining if control or significant influence exists over an investee would impact the accounting treatment of the investment in the investee.
Sources of estimation uncertainty
Fair value of financial instruments
The fair value of financial instruments that are not traded in an active market are determined using valuation techniques. In determining the fair value of the gold stream obligation (Note 18), the Company makes significant assumptions that are based on the underlying models and the market conditions existing at both initial recognition and the end of each reporting period.
Mineral reserve and resource estimates
Mineral reserves are estimates of the amount of ore that can be economically and legally extracted from the Company’s mining properties. The Company estimates its mineral reserves and mineral resources based on information compiled by appropriately qualified persons relating to the geological data on the size, depth and shape of the ore body, and requires complex geological assessments to interpret the data. The estimation of recoverable mineral reserves and mineral resources is based upon factors such as estimates of foreign exchange rates, commodity prices, future capital requirements, metallurgical recoveries, permitting and production costs along with geological assumptions made in estimating the size, and grade of the ore body. Changes in the mineral reserve or mineral resource estimates may impact the carrying value of mining interests, mine restoration provisions, the gold stream obligation, recognition of deferred tax assets, depreciation and amortization charges and royalty obligations.
Impairment of long-lived assets
Long-lived assets are tested for impairment, or reversal of a previous impairment, if there is an indicator of impairment or a subsequent reversal (Note 9). Calculating the estimated recoverable amount of CGUs for long-lived asset requires management to make estimates and assumptions that include such factors as mineable mineralization including reserves and resources, future production levels, operating and capital costs, application of royalty, income tax and mining tax rates, future metal prices and discount rates. Changes in any of these assumptions or estimates used in determining the recoverable amount could impact the analysis. Such changes could be material.
| B2GOLD CORP. |
|---|
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
| December 31, 2025 and 2024 |
| (All tabular amounts are in thousands of United States dollars unless otherwise stated) |
Value-added tax receivables
The Company incurs indirect taxes, including value-added tax, on purchases of goods and services at its operating mines and development projects. Indirect tax balances are recorded at their estimated recoverable amounts within current or long-term assets, net of provisions, and reflect the Company’s best estimate of their recoverability under existing tax rules in the respective jurisdictions in which they arise. Management’s assessment of recoverability considers the probable outcomes of claimed deductions and/or disputes. The provisions and balance sheet classifications made to date may be subject to change and such change may be material.
Long-term value-added tax receivables includes amounts for the Fekola Mine of $244 million (2024 - $214 million), for the Masbate Mine of $11 million (2024 – $13 million), and for the Gramalote Project of $22 million (2024 - $17 million).
Current and deferred income taxes
The Company is periodically required to estimate the tax basis of assets and liabilities. Where applicable tax laws and regulations are either unclear or subject to varying interpretations, it is possible that changes in these estimates could occur that materially affect the amounts of deferred income tax assets and liabilities recorded in the financial statements. Changes in deferred tax assets and liabilities generally have a direct impact on earnings in the period that the changes occur.
Each period, the Company evaluates the likelihood of whether some portion or all of each deferred tax asset will not be realized. This evaluation is based on historic and future expected levels of taxable income and the associated repatriation of retained earnings, the pattern and timing of reversals of taxable temporary timing differences that give rise to deferred tax liabilities, and tax planning initiatives. Levels of future taxable income are affected by, among other things, metal prices, production costs, quantities of proven and probable gold reserves, interest rates and foreign currency exchange rates. The availability of retained earnings for distribution depends on future levels of taxable income as well as future reclamation expenditures, capital expenditures, dividends and other uses of available cash flow.
6Receivables, prepaids and other
| 2025 | 2024 | |
|---|---|---|
| $ | $ | |
| Prepaid expenses | 13,251 | 9,157 |
| Prepaid royalties | 13,482 | — |
| Supplier advances | 10,097 | 9,757 |
| Short-term investments | 4,868 | 11,565 |
| Current portion of derivative instruments (Note 17) | — | 2,217 |
| Other receivables | 16,595 | 8,363 |
| 58,293 | 41,059 |
7Inventories
The current inventory balance is made up as follows:
| 2025 | 2024 | |
|---|---|---|
| $ | $ | |
| Gold and silver bullion | 67,438 | 34,181 |
| In-process inventory | 45,820 | 45,607 |
| Ore stock-pile inventory | 79,119 | 62,076 |
| Materials and supplies | 434,848 | 335,722 |
| 627,225 | 477,586 | |
| B2GOLD CORP. | ||
| --- | ||
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS | ||
| December 31, 2025 and 2024 | ||
| (All tabular amounts are in thousands of United States dollars unless otherwise stated) |
The long-term inventory balance is made up as follows:
| 2025 | 2024 | |
|---|---|---|
| $ | $ | |
| Ore stock-pile inventory | 77,292 | 67,891 |
| Materials and supplies | 100,303 | 66,638 |
| 177,595 | 134,529 |
Current ore stock-pile inventory includes amounts for the Fekola Mine of $20 million (2024 - $14 million), for the Otjikoto Mine of $4 million (2024 – $10 million), for the Masbate Mine of $13 million (2024 - $15 million) and for the Goose Mine of $42 million (2024 - $23 million).
Long-term ore stock-pile inventory includes amounts for the Otjikoto Mine of $58 million (2024 – $50 million), for the Fekola Mine of $9 million (2024 - $9 million), and for the Masbate Mine of $10 million (2024 - $9 million).
Long-term supplies inventory are supplies for operations at the Goose Mine that are expected to be consumed beyond the next twelve months.
8Long-term investments
| 2025 | 2024 | |||||
|---|---|---|---|---|---|---|
| Cost | AOCI | Fair value | Cost | AOCI | Fair value | |
| $ | $ | $ | $ | $ | $ | |
| Snowline Gold Corp. | 47,303 | 167,569 | 214,872 | 39,011 | 16,566 | 55,577 |
| Prospector Metals Corp. | 13,672 | 12,944 | 26,616 | 664 | (277) | 387 |
| St. Augustine Gold & Copper Ltd. | 20,193 | 2,166 | 22,359 | 20,193 | (16,408) | 3,785 |
| Founders Metals Inc. | 13,256 | 6,388 | 19,644 | 8,705 | 5,500 | 14,205 |
| AuMEGA Metals Ltd. | 3,839 | (1,810) | 2,029 | 3,839 | (1,813) | 2,026 |
| Other | 14,298 | (13,752) | 546 | 14,299 | (13,562) | 737 |
| 112,561 | 173,505 | 286,066 | 86,711 | (9,994) | 76,717 |
During the year ended December 31, 2025, the Company purchased an additional 1.3 million (2024 - 1.6 million) shares of Snowline Gold Corp. ("Snowline") at an average cost of Cdn. $8.79 (2024 - Cdn. $5.47) for a total cost of $8 million (2024 - $6 million) to maintain a 9.9% interest in Snowline in accordance with the Company's rights under its shareholder agreement.
During the year ended December 31, 2025, the Company purchased an additional 24 million shares of Prospector Metals Corp. ("Prospector") at an average cost of Cdn. $0.76 per share for a total cost of $13 million.
During the year ended December 31, 2025, the Company purchased 1.7 million (2024 - 4.4 million) shares in Founders Metals Inc. ("Founders") at an average cost of Cdn. $3.84 (2024 - Cdn. $2.75) per share for a total cost of $5 million (2024 - $9 million).
During the year ended December 31, 2024, the Company sold its 22 million share investment in West African Resources Ltd. for proceeds of $19 million and its 12 million share investment in Osino Resources Corp. for proceeds of $16 million.
| B2GOLD CORP. |
|---|
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
| December 31, 2025 and 2024 |
| (All tabular amounts are in thousands of United States dollars unless otherwise stated) |
9Mining interests
| Mineral Properties | Buildings, plant & equipment | Construction-in-progress | Exploration & evaluation assets | Total | |
|---|---|---|---|---|---|
| $ | $ | $ | $ | $ | |
| Cost | |||||
| Balance at December 31, 2023 | 2,417,447 | 1,954,150 | 1,394,143 | 647,455 | 6,413,195 |
| Additions | 152,559 | 87,234 | 685,869 | 23,901 | 949,563 |
| Capitalized interest | — | — | 30,008 | — | 30,008 |
| Disposals | (21,087) | (27,165) | — | (10,230) | (58,482) |
| Write-downs | — | — | — | (636) | (636) |
| Transfers | 771,391 | 73,523 | (849,872) | — | (4,958) |
| Change in mine restoration provision estimates | 32,333 | — | 3,687 | 1,819 | 37,839 |
| Balance at December 31, 2024 | 3,352,643 | 2,087,742 | 1,263,835 | 662,309 | 7,366,529 |
| Additions | 223,411 | 189,927 | 446,558 | 47,209 | 907,105 |
| Capitalized interest | — | — | 54,989 | — | 54,989 |
| Disposals | (350,469) | (92,072) | — | — | (442,541) |
| Write-downs | — | — | — | (5,118) | (5,118) |
| Transfers | 315,323 | 1,440,460 | (1,755,783) | — | — |
| Change in mine restoration provision estimates | 17,788 | — | — | 543 | 18,331 |
| Balance at December 31, 2025 | 3,558,696 | 3,626,057 | 9,599 | 704,943 | 7,899,295 |
| Accumulated depreciation, depletion, amortization and impairment | |||||
| Balance at December 31, 2023 | (1,488,833) | (1,073,678) | — | (287,194) | (2,849,705) |
| Depreciation and depletion | (192,495) | (181,027) | — | — | (373,522) |
| Impairment | (770,848) | (57,855) | — | (47,673) | (876,376) |
| Disposals | — | 24,509 | — | — | 24,509 |
| Balance at December 31, 2024 | (2,452,176) | (1,288,051) | — | (334,867) | (4,075,094) |
| Depreciation and depletion | (264,064) | (234,096) | — | — | (498,160) |
| Disposals | 350,469 | 83,827 | — | — | 434,296 |
| Balance at December 31, 2025 | (2,365,771) | (1,438,320) | — | (334,867) | (4,138,958) |
| Net book value at December 31, 2024 | 900,467 | 799,691 | 1,263,835 | 327,442 | 3,291,435 |
| Net book value at December 31, 2025 | 1,192,925 | 2,187,737 | 9,599 | 370,076 | 3,760,337 |
Goose Mine
On October 2, 2025, management determined that the Goose Mine achieved commercial production. In connection with this transition, construction-in-progress was transferred to buildings, plant and equipment and mineral properties, the Company ceased capitalizing borrowing costs and depletion and depreciation of the Goose Mine assets commenced.
Otjikoto Mine
During the year ended December 31, 2025, the Company wrote off components of the mineral properties related to open pit mining activities at the Otjikoto Mine with a net book value of $nil million (cost of $284 million less accumulated depreciation of $284 million). With the conclusion of the open pit mining operations at the Otjikoto Mine, no future economic benefit is expected to be conferred from these assets.
Impairment of the Goose Mine CGU
During the year ended December 31, 2024, the Company completed an updated construction cost estimate for the Goose Mine. The updated estimate, which showed a significant increase in the expected construction cost to complete, was determined to be an indicator of impairment for the Goose Mine assets. The Company’s analysis concluded that the Goose Mine CGU was impaired resulting in an impairment charge of $661 million recorded in the Consolidated Statement of Operations during the year ended December 31, 2024.
| B2GOLD CORP. |
|---|
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
| December 31, 2025 and 2024 |
| (All tabular amounts are in thousands of United States dollars unless otherwise stated) |
Impairment of the Fekola Complex CGU
During the year ended December 31, 2023, the State of Mali (the "State") introduced a new mining code (the “2023 Mining Code”) and related Local Content Law. In July 2024, the accompanying Implementation Decrees, which clarify how the provisions of the 2023 Mining Code and Local Content Law should be applied, were enacted into law. The Company’s analysis concluded that the Fekola Complex CGU was impaired resulting in an impairment of $215 million. A net impairment charge of $194 million after taking into account a deferred income tax recovery of $21 million was recorded in the Consolidated Statement of Operations for the year ended December 31, 2024. On September 11, 2024, the Company reached a Memorandum of Understanding (the "Agreement") with the State which covers the ongoing operation and governance of the Fekola Complex as well as the settlement of existing income tax, customs and other regulatory disputes covering the period 2016 to December 31, 2023 and the distribution of dividends attributed to the State of Mali up to December 31, 2023.
Principal terms of the agreement:
•Settlement of income tax and customs assessments for the period from 2016 through 2023 of $70 million. An expense of $67 million (net of previous accruals) was recorded as an income tax expense in the Consolidated Statement of Operations for the year ended December 31, 2024;
•Settlement of other regulatory disputes related to the timing of repatriation of funds of $17 million. This amount was paid upon signing of the Agreement and was recorded in Other Expense in the Consolidated Statement of Operations for the year ended December 31, 2024;
•Distribution of retained earnings of $107 million attributed to the State of Mali's non-controlling interest from its 10% ordinary share ownership in the Fekola Mine up to December 31, 2023. The ordinary dividend was paid during the year ended December 31, 2024;
•Upon completion of certain conditions precedent, the State of Mali's 10% ordinary share interest in Fekola was converted into a 10% preferred share interest. The rights of the additional preferred share interest are consistent with the State of Mali's 10% free carried interest including priority dividend rights, therefore, this is accounted for as an income tax under IAS 12 Income taxes; and
•In addition to the above, the Company forgave the principal and accrued interest balance outstanding totalling $69 million on the loan made to the State for the purchase of their 10% ordinary share ownership. This was recorded within Equity on the Consolidated Balance Sheet.
Versamet transaction
On June 5, 2024, the Company entered into a purchase and sale agreement (the "Versamet Agreement") to sell a portfolio of ten metal royalties (the "Royalties") to Versamet in exchange for 122 million Versamet shares at Cdn. $0.80 per share for proceeds of $71 million. Upon completion of the second tranche, on August 13, 2024, the Company received 17 million Versamet shares at Cdn. $0.80 per share for proceeds of $10 million. The Company recorded a $49 million gain on sale of mining interests in the Consolidated Statement of Operations for the year ended December 31, 2024
Other
During the year ended December 31, 2025, the Company wrote-off $5 million (2024 - $1 million) relating to non-core properties that it no longer plans to proceed with.
During the year ended December 31, 2024, the Company sold a royalty on the Quebradona Property in Colombia, with no book value, to the owner of the property for proceeds of $7.5 million. This amount was recorded as a Gain on Sale of Mining Interests in the Consolidated Statement of Operations for the year.
As at December 31, 2025 the Company had leased assets of $55 million (2024 - $35 million) under IFRS 16. The leased assets primarily consisted of the equipment related to underground mining of $27 million (cost of $38 million net of $11 million in accumulated depreciation), corporate offices of $16 million (cost of $24 million net of $8 million in accumulated depreciation), (2024 - $17 million, cost of $24 million net of $7 million in accumulated depreciation) and other leased assets of $12 million (cost of $32 million net of $20 million in accumulated depreciation), (2024 - $18 million, costs of $32 million net of $14 million in accumulated depreciation) classified as buildings, plant and equipment.
| B2GOLD CORP. |
|---|
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
| December 31, 2025 and 2024 |
| (All tabular amounts are in thousands of United States dollars unless otherwise stated) |
10Investment in associates
| Versamet | Calibre | Total | |
|---|---|---|---|
| $ | $ | ||
| Balance at December 31, 2023 | — | 130,953 | 134,092 |
| Interest acquired (Note 9 ) | 88,933 | — | 90,522 |
| Share of net (loss) income | (1,866) | 4,874 | 2,630 |
| Interest disposed | — | (83,480) | (83,480) |
| Transfer to long-term investments | — | (43,363) | (43,363) |
| Loss on dilution | — | (8,984) | (8,984) |
| Balance at December 31, 2024 | 87,067 | — | 91,417 |
| Share of net income (loss) | 2,566 | — | (755) |
| Interest acquired | — | — | 7,521 |
| Balance at December 31, 2025 | 89,633 | — | 98,183 |
All values are in US Dollars.
Versamet
The equity accounting for Versamet is based on its published results to September 30, 2025. The following is a summary of the Condensed Interim Statement of Financial Position of Versamet at September 30, 2025 on a 100% basis: Current assets - $16 million, non-current assets - $385 million, total assets - $400 million, current liabilities - $24 million, non-current liabilities - $158 million and net assets - $218 million. The following is a summary of the Condensed Interim Statement of Operations of Versamet for the nine months ending September 30, 2025 on a 100% basis: Revenues - $16 million, production costs - $10 million, depreciation and depletion - $3 million, other operating expenses - $3 million, stock-based compensation - $1 million, interest and financing expense - $9 million, deferred income tax expense - $3 million and net income - $5 million. The Company's equity share of Versamet's estimated net income for the year ended December 31, 2025 was $3 million (2024 - loss of $2 million). As at December 31, 2025, the fair value of the Company's ownership in Versamet, based on quoted market prices, was $284 million .
Calibre
On June 20, 2024, the Company sold 79 million of its 111 million shares in its associate Calibre Mining Corp ("Calibre") for proceeds of $100 million (see Note 10). The transaction resulted in $17 million gain on sale of shares in associate recorded in the Consolidated Statement of Operations for the year ended December 31, 2024. As a result of the decreased shareholding and no longer having the right to nominate a member to the Board of Directors of Calibre, the Company determined it no longer had significant influence over Calibre. The remaining investment of 32 million shares, valued at $43 million, was reclassified to Long-term investments in the Consolidated Balance Sheet. The Company sold the remaining 32 million shares in Calibre for proceeds of $58 million during the year ended December 31, 2024.
Other
On December 22, 2025, the Company entered into a debt settlement agreement with BeMetals Corp. ("BeMetals") and converted its loans to associate into 53,450,175 shares in BeMetals.
| B2GOLD CORP. |
|---|
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
| December 31, 2025 and 2024 |
| (All tabular amounts are in thousands of United States dollars unless otherwise stated) |
11Other assets
| 2025 | 2024 | |
|---|---|---|
| $ | $ | |
| Reclamation deposits | 68,808 | 54,375 |
| Restricted cash | 6,109 | 5,054 |
| Prepaid withholding tax | — | 14,473 |
| Other | 69 | 62 |
| 74,986 | 73,964 |
Reclamation deposits include amounts for the Fekola Mine of $27 million (2024 - $22 million), for the Otjikoto Mine of $23 million (2024 – $18 million), for the Goose Mine of $14 million (2024 - $11 million) and for the Masbate Mine of $5 million (2024 - $4 million).
During the year ended December 31, 2024, the Company advanced $2 million to its associate BeMetals. Also, during the year ended December 31, 2024, the Company recorded an expected credit loss of $7 million on its loan to its associate.
12Long-term debt
| Convertible senior secured notes | New revolving credit facility | Old revolving credit facility | Equipment loans | Lease Liabilities | Total | |
|---|---|---|---|---|---|---|
| $ | $ | $ | $ | $ | $ | |
| Balance at December 31, 2023 | — | — | 142,635 | 20,651 | 28,839 | 192,125 |
| Draw downs | — | — | 450,000 | 7,779 | — | 457,779 |
| Debt repayments | — | — | (200,000) | (11,042) | (6,531) | (217,573) |
| Transfer outstanding balance to new revolving credit facility | — | 400,000 | (400,000) | — | — | — |
| Lease liabilities incurred | — | — | — | — | 8,343 | 8,343 |
| Lease liabilities terminated | — | — | — | — | (461) | (461) |
| Foreign exchange gains | — | — | — | (618) | (2,291) | (2,909) |
| Deferred financing costs incurred | — | (8,310) | — | — | — | (8,310) |
| Deferred financing costs written off | — | — | 3,766 | — | — | 3,766 |
| Non-cash interest and financing expense | — | — | 3,599 | 137 | 1,387 | 5,123 |
| Balance at December 31, 2024 | — | 391,690 | — | 16,907 | 29,286 | 437,883 |
| Draw downs | 460,000 | 200,000 | — | 21,463 | — | 681,463 |
| Debt repayments | — | (450,000) | — | (14,003) | (22,078) | (486,081) |
| Portion allocated to equity | (95,298) | — | — | — | — | (95,298) |
| Interest payment | (6,430) | — | — | — | — | (6,430) |
| Financing costs incurred | (11,168) | — | — | — | — | (11,168) |
| Lease liabilities incurred | — | — | — | — | 38,868 | 38,868 |
| Lease liabilities derecognized | — | — | — | — | (1,050) | (1,050) |
| Foreign exchange losses | — | — | — | 2,651 | 1,727 | 4,378 |
| Non-cash interest and financing expense | 28,191 | 2,097 | — | — | 5,457 | 35,745 |
| Balance at December 31, 2025 | 375,295 | 143,787 | — | 27,018 | 52,210 | 598,310 |
| Current portion | (5,271) | — | — | (8,532) | (20,067) | (33,870) |
| 370,024 | 143,787 | — | 18,486 | 32,143 | 564,440 |
Convertible senior unsecured notes
On January 28, 2025, the Company issued convertible senior unsecured notes (“the Notes”) with an aggregate principal amount of $460 million for cash proceeds of $446 million net of financing costs of $14 million. The notes bear interest at a rate of 2.75% per annum, payable semi-annually on February 1st and August 1st of each year commencing from August 1,
| B2GOLD CORP. |
|---|
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
| December 31, 2025 and 2024 |
| (All tabular amounts are in thousands of United States dollars unless otherwise stated) |
- The Notes mature on February 1, 2030. The initial conversion rate for the Notes is 315.2088 common shares of the Company per $1,000 principal amount of Notes, equivalent to an initial conversion price of approximately $3.17 per share.
The initial conversion rate is subject to adjustment in certain events. In addition, if certain fundamental changes occur, including a change in control or upon notice of redemption by the Company as described below, the holders may elect to convert the Notes. In the event of a fundamental change, the holders may elect to convert any outstanding Notes at a cash purchase price equal to 100% of the principal amount plus accrued and unpaid interest.
A fundamental change includes the following occurrences:
•A change in control where a person or group becomes the beneficial owner of more than 50% of our voting stock or gains the power to elect a majority of our board of directors.
•The consummation of significant transactions such as certain mergers or consolidations pursuant to which our common shares will be converted or exchanged for cash, securities or other property, or sales of substantially all our assets that change the corporate structure or ownership.
•Approval by our shareholders of any plan for liquidation or dissolution.
Prior to February 7, 2028, the Company may not redeem the Notes except in the event of certain changes in Canadian tax law. At any time on or after February 7, 2028, and until maturity, the Company may redeem all or part of the Notes for cash if the price of the Company’s common shares for at least 20 trading days in a period of 30 consecutive trading days, ending on the trading day prior to the date of notice of redemption, exceeds 130% of the conversion price in effect on each such day. The redemption price is equal to 100% of the principal amount of the Notes to be redeemed plus accrued and unpaid interest. This option was not separated as it is considered closely related to the underlying instrument. If the Company redeems the Notes, the initial conversion ratio could be adjusted.
The Notes are the Company's senior unsecured obligations and rank equally with all existing and future senior unsecured indebtedness. The Notes are effectively unsecured to all of the Company's existing and future secured indebtedness to the extent of the value of the collateral securing such indebtedness. The Notes are structurally unsecured to all existing and future liabilities, including trade payables, of the Company's subsidiaries.
The Company exercised judgement in determining whether the conversion feature represented a contract that could be settled by the Company delivering a fixed number of its own equity instruments, in exchange for a fixed amount of consideration, taking into consideration potential adjustments to the initial conversion ratio. The Company determined that the Notes are compound financial instruments consisting of a financial liability, and a conversion option that is classified as equity. Of the gross proceeds of $460 million, $365 million was allocated to the liability component, representing the fair value of the liability component on initial recognition, calculated as the present value of the contractual principal and interest payments over the term of the Notes using a discount rate of 7.8%. Total financing costs of $14 million were allocated to the liability and equity components in proportion to the allocation of the gross proceeds, with $11 million allocated to the liability and $3 million allocated to equity. The net liability of $354 million ($365 million net of $11 million of financing costs) will be accreted to the face value of the Notes over the term to maturity using the effective interest method with an effective interest rate of 8.5%.
The equity component, representing the holders’ conversion option, was allocated the residual amount of $95 million. The net amount recorded in the Consolidated Statement of Changes in Equity at December 31, 2025, was $67 million calculated as $95 million option valuation less $3 million of allocated financing costs and a deferred tax charge of $25 million for the taxable temporary difference arising from the difference between the initial carrying amount of the liability component of the Notes and the tax base.
In connection with the Notes, the Company entered into a cash settled total return swap with one of the initial purchasers of the Notes for common shares of the Company with a total value of $50 million. During the year ended December 31, 2025, the Company settled the total return swap for a gain of $8 million. This gain was recorded as part of Losses on derivative instruments in the Consolidated Statements of Operations for the year ended December 31, 2025.
Revolving credit facilities
On December 17, 2024, the Company entered into a new revised revolving credit facility ("new RCF") agreement with a syndicate of banks. The maximum available for drawdown under the facility is $800 million with an accordion feature, available on the receipt of additional binding commitments, for a further $200 million.
Drawdowns on the new RCF can be in either United States or Canadian dollars. The new RCF bears interest on a sliding scale based on the Secured Overnight Financing Rate (“SOFR”) or the Canadian Overnight Repo Rate Average ("CORRA") plus term credit spread adjustment in addition to a sliding scale premium between 1.88% to 2.50% based on the Company's net leverage ratio. Commitment fees for the undrawn portion of the facility are also on a sliding scale basis between 0.42%
| B2GOLD CORP. |
|---|
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
| December 31, 2025 and 2024 |
| (All tabular amounts are in thousands of United States dollars unless otherwise stated) |
and 0.563% based on the Company's net leverage ratio. The term of the new RCF is four years, maturing on December 17, 2028. Transaction costs on the new RCF of $8 million are amortized over the facility term.
The Company has provided security on the new RCF in the form of a general security interest over the Company’s assets and pledges, creating a charge over the shares of certain of the Company’s direct and indirect subsidiaries. In connection with the new RCF, the Company must also maintain an interest coverage ratio greater than or equal to 3:1 for any fiscal quarter and a leverage ratio of less than 3.5:1 for any fiscal quarter. As at December 31, 2025, the Company was in compliance with these debt covenants. During the year ended December 31, 2025, the Company paid outstanding financing costs of $4 million on the new RCF.
Pursuant to the terms of the new RCF, the Company implemented a gold collar hedging program structured to achieve a minimum cumulative financial settlement of $220 million relative to an assumed refined gold market price of $1,750 per ounce and 20% of the Company's forecasted production volumes for fiscal years 2025 and 2026 per the most recent life-of-mine plan consolidated projected gold production and shall maintain such gold hedging program (allowing, however, for the wind down of the program in the ordinary course) until the earlier of (i) the date such hedging program has achieved a minimum cumulative financial settlement of $220 million and December 31, 2026 (Note 17).
Upon entering into the new RCF, the Company transferred the $400 million outstanding balance from its old RCF. The old RCF bore interest on a sliding scale based on SOFR plus term credit spread adjustment in addition to a sliding scale premium between 2.00% to 2.50%. Commitment fees for the undrawn portion of the old RCF were between 0.450% and 0.563%. Unamortized transaction costs on the old RCF of 4 million were written off as financing expense in the Consolidated Statement of Operations for the year ended December 31, 2024.
During the year ended December 31, 2025, the Company drew down $200 million and repaid $450 million on the new RCF. As at December 31, 2025, the Company had $650 million available for future draw downs.
Subsequent to December 31, 2025, the Company repaid $100 million on the new RCF.
Fekola equipment loan facilities
During 2016, the Company entered into a Euro 71 million term equipment facility (the "first equipment facility") with Caterpillar Financial SARL, as Mandated Lead Arranger, and Caterpillar Financial Services Corporation, as original lender. The aggregate principal amount of up to Euro 71 million was available to the Company’s subsidiary, Fekola SA (the “Borrower”) to finance or refinance the mining fleet and other mining equipment at the Fekola Mine and was fully utilized. During the year ended December 31, 2025, the Borrower fully repaid the first equipment facility.
On September 29, 2020, the Company entered into a second term equipment facility (the "second equipment facility") with Caterpillar Financial Services Corporation for aggregate principal amount of up to the Euro equivalent of $40 million. The second equipment facility was available to the Borrower to finance or refinance up to 75% of the cost of the mining fleet and other mining equipment at the Fekola Mine. On October 26, 2020, the Borrower drew down the entire amount under the new equipment facility for proceeds of Euro 36 million.
On December 9, 2024, the Company entered into a third term equipment facility (the "third equipment facility") with Caterpillar Financial Services Corporation for aggregate principal amount of up to the Euro equivalent of $35 million. The third equipment facility is available to the Borrower to finance or refinance a specified percentage of the cost of spare parts, mining fleet and other mining equipment at the Fekola Mine. As at December 31, 2025, the Borrower has drawn down the $29 million under the third equipment facility. The Borrower has until March 31, 2026 to draw under this facility.
Each equipment loan under the Fekola equipment facilities is repayable in 20 equal quarterly installments except for loans financing the cost of spare parts which are repayable in 16 equal installments. The final repayment date shall be five years or four years, respectively, from the first disbursement under each equipment loan. The interest rate on each loan is a rate per annum equal to the Euro Interbank Offer Rate ("EURIBOR") plus a margin of 4.25% for existing equipment and EURIBOR plus a margin of 3.25% for other loans. The Company and its wholly-owned subsidiary, Mali Mining Investments Limited, have guaranteed the second equipment facility and security is given over the equipment of the Borrower which has been financed by the second and third equipment facility, related warranty and insurance.
In connection with the Fekola equipment loan facilities, the Company must also maintain an interest coverage ratio greater than or equal to 3:1 for any fiscal quarter and a leverage ratio of less than 3.5:1 for any fiscal quarter. As at December 31, 2025, the Company was in compliance with these debt covenants.
| B2GOLD CORP. |
|---|
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
| December 31, 2025 and 2024 |
| (All tabular amounts are in thousands of United States dollars unless otherwise stated) |
Lease liabilities
During the year ended December 31, 2025, the Company entered into contracts for underground development and mining work at the Fekola Mine and at the Otjikoto Mine that resulted in the recognition of $29 million of right-of use assets and $29 million of lease liabilities and $9 million of right-of-use assets and $9 million of lease liabilities, respectively. The valuation of the lease at the Otjikoto and Fekola mines was based on a 2 and 4 year term, respectively.
For the year ended December 31, 2025, payments totalling $5 million (2024 - $9 million) relating to short-term leases (those with a term of 12 months or less) and $59 million (2024 - $55 million) relating to variable lease payments (including both lease and non-lease components) have been expensed in the Consolidated Statement of Operations.
The expected timing of undiscounted lease payments at December 31, 2025, for leases accounted for under IFRS 16 is as follows:
| $ | |
|---|---|
| Less than one year | 20,482 |
| One to five years | 30,869 |
| More than five years | 10,219 |
| 61,570 |
For the year ended December 31, 2025, the Company recognized depreciation expense of $19 million (2024 - $7 million) on right-of-use assets recognized under IFRS 16, Leases in the Consolidated Statement of Operations and made payments on these leases of $22 million (2024 - $7 million).
Debt repayment schedule
The following table summarizes the Company’s scheduled debt repayments on its outstanding debt as at December 31, 2025:
| 2026 | 2027 | 2028 | 2029 | 2030 | Total | |
|---|---|---|---|---|---|---|
| $ | $ | $ | $ | $ | $ | |
| Convertible senior secured notes | ||||||
| Principal | — | — | — | — | 460,000 | 460,000 |
| Interest | 12,650 | 12,650 | 12,650 | 12,650 | 6,325 | 56,925 |
| Revolving credit facility | ||||||
| Principal | — | — | 150,000 | — | — | 150,000 |
| Interest & commitment fees (estimated) | 9,420 | 9,420 | 9,083 | — | — | 27,923 |
| Fekola equipment loan facilities: | ||||||
| Principal | 7,835 | 7,835 | 7,835 | 2,815 | — | 26,320 |
| Interest (estimated) | 1,355 | 897 | 441 | 38 | — | 2,731 |
| Goose equipment loan facility: | ||||||
| Principal | 698 | — | — | — | — | 698 |
| Interest (estimated) | 21 | — | — | — | — | 21 |
| Lease liabilities | ||||||
| Principal | 17,718 | 12,177 | 7,085 | 2,608 | 2,404 | 41,992 |
| 49,697 | 42,979 | 187,094 | 18,111 | 468,729 | 766,610 | |
| B2GOLD CORP. | ||||||
| --- | ||||||
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS | ||||||
| December 31, 2025 and 2024 | ||||||
| (All tabular amounts are in thousands of United States dollars unless otherwise stated) |
13Mine restoration provisions
The Company’s mine restoration provisions consist primarily of costs associated with mine reclamation and closure activities. These activities, which are site specific, generally include costs for earthworks, including detoxification and recontouring, revegetation, water treatment, demolition and removal of items from site where required. In calculating the present value of the Company’s mine restoration provisions as at December 31, 2025, management used a risk-free rate applicable to each location’s functional currency ranging from 4.12% to 4.28% and a long-term inflation rate of 2.2%. The undiscounted cash flows, before inflation adjustments to settle the mine restoration provisions were estimated at approximately $200 million at December 31, 2025 (2024 - $187 million). Due to the nature of mine closure plans, cash expenditures are expected to occur over a significant period of time with the majority of the expenditures expected to occur in the years from 2033 to 2039.
The following table shows the movement in the provision for mine restoration provisions:
| 2025 | 2024 | |
|---|---|---|
| $ | $ | |
| Balance, beginning of year | 147,711 | 107,657 |
| Reclamation spending | (3,134) | (2,088) |
| Accretion expense | 6,499 | 4,305 |
| Change in obligation | 18,331 | 37,837 |
| Balance, end of year | 169,407 | 147,711 |
| Less: current portion | (18,114) | (7,170) |
| 151,293 | 140,541 |
14Share capital
In April 2025, the Company received approval from the TSX to implement a Normal Course Issuer Bid ("NCIB") pursuant to which the Company may purchase up to a maximum of 5% of its issued and outstanding common shares during the period commencing April 3, 2025 and ending April 2, 2026. As at December 31, 2025, the Company repurchased and cancelled 2 million common shares for $10 million under the NCIB. The Company is allowed to repurchase its common shares, through the facilities of the TSX, the NYSE American and other designated exchanges or alternative trading systems or by such other means as may be permitted by applicable Canadian and U.S. securities laws. Subsequent to December 31, 2025, the Company repurchased and cancelled a further 5 million shares for $24 million under the NCIB.
The Company’s authorized share capital consists of an unlimited number of common shares and an unlimited number of preferred shares. As at December 31, 2025, the Company had 1,340,621,856 common shares outstanding. No preferred shares were outstanding.
During the year ended December 31, 2025, the Company paid a quarterly dividend of $0.02 per share totalling $107 million for the year. Of this amount, $3 million was paid through the issuance of 1 million shares under the Company's Dividend Re-investment Plan ("DRIP"). During the year ended December 31, 2024, the Company paid a quarterly dividend of $0.04 per share totalling $211 million for the year. Of this amount, $25 million was paid through the issuance of 9 million shares under the Company's DRIP. The dividends have been recognized in retained deficit in the Consolidated Statement of Changes in Equity during the respective period.
Subsequent to December 31, 2025, on February 18, 2026, B2Gold’s Board of Directors declared a cash dividend for the first quarter of 2026 of $0.02 per common share, payable on March 19, 2026, to shareholders of record as of March 6, 2026.
During the year ended December 31, 2025, the Company issued 2 million flow-through shares for cash proceeds of $14 million. The flow-through premium of $4 million was booked to Other Current Liabilities in the Consolidated Balance Sheet at December 31, 2025. In conjunction with the issuance of the flow-through shares, the Company has committed to spending Cdn. $20 million on eligible exploration expenditures in Canada by December 31, 2026.
During the year ended December 31, 2024, the Company issued 3 million flow-through shares for cash proceeds of $10 million. The flow-through premium of $3 million was booked to Other Current Liabilities in the Consolidated Balance Sheet at December 31, 2024. In conjunction with the issuance of the flow-through shares, the Company spent Cdn. $15 million on eligible exploration expenditures in Canada during the year ended December 31, 2025, and the flow through premium was recognized in Other income (expense) in the Consolidated Statements of Operations during the period.
| B2GOLD CORP. |
|---|
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
| December 31, 2025 and 2024 |
| (All tabular amounts are in thousands of United States dollars unless otherwise stated) |
During 2025, the Company received $66 million (2024 - $3 million) pursuant to the exercise of 20 million (2024 – 1 million) stock options.
Stock options
During the year ended December 31, 2025, 4 million stock options were granted to employees with exercise prices ranging from Cdn. $3.85 to Cdn. $6.19 per share. These stock options have a term of up to five years and vest over a period of up to three years. The estimated fair value when granted of these options totalling $3 million is being recognized over the vesting period. The fair value was calculated using the Black-Scholes option pricing model based on a risk-free annual interest rate of up to 2.8%, an expected life of up to 3 years, an expected volatility of up to 40% and a dividend yield rate of up to 3.0%.
During 2024, approximately 22 million stock options were granted to employees and directors with exercise prices ranging from Cdn. $3.48 to Cdn. $4.40 per share. These stock options have a term of up to five years and vest over a period of up to three years. The estimated fair value when granted of these options totalling $11 million is being recognized over the vesting period. The fair value was calculated using the Black-Scholes option pricing model based on a risk-free annual interest rate of up to 3.8%, an expected life of up to 3 years, an expected volatility of up to 38% and a dividend yield rate of up to 6.2%.
Option pricing models require the input of subjective assumptions regarding the expected volatility. The Company calculates expected volatility based on the historical volatility of its stock price. Changes in this assumption can materially affect the fair value estimate.
For the year ended December 31, 2025, share-based payments expense, relating to the vesting of stock options, was $5 million (2024 - $5 million), net of $1 million (2024 - $1 million) capitalized to mining interests.
A summary of changes to stock options outstanding is as follows:
| Number of<br>outstanding<br>options | Weighted-<br>average<br>exercise price | |
|---|---|---|
| (‘000’s) | (in Cdn.$) | |
| Outstanding at December 31, 2023 | 30,967 | 5.09 |
| Granted | 22,064 | 3.71 |
| Exercised | (1,247) | 3.39 |
| Forfeited or expired | (1,579) | 5.01 |
| Outstanding at December 31, 2024 | 50,205 | 4.53 |
| Granted | 3,810 | 4.83 |
| Exercised | (19,639) | 4.68 |
| Forfeited or expired | (2,419) | 4.81 |
| Outstanding at December 31, 2025 | 31,957 | 4.46 |
During the year ended December 31, 2025, 20 million (2024 – 1 million) stock options were exercised. The weighted average share price at the time of exercise was Cdn. $6.51 (2024 – Cdn. $4.09).
Stock options outstanding and exercisable as at December 31, 2025, are as follows:
| Range of exercise prices<br>(in Cdn. $) | Number of outstanding options<br>(‘000’s) | Weighted- average years to expiry | Weighted-average exercise price<br>(in Cdn. $) | Number of exercisable options<br>(‘000’s) | Weighted-average exercise price<br>(in Cdn. $) |
|---|---|---|---|---|---|
| 2.95 – 2.99 | 6 | 1.39 | 2.95 | 6 | 2.95 |
| 3.00 – 3.99 | 15,664 | 4.11 | 3.69 | 7,933 | 3.69 |
| 4.00 – 4.99 | 5,616 | 3.32 | 4.45 | 3,021 | 4.44 |
| 5.00 – 5.99 | 8,743 | 1.87 | 5.45 | 6,963 | 5.46 |
| 6.00 – 6.99 | 1,928 | 1.14 | 6.24 | 1,617 | 6.25 |
| 31,957 | 3.18 | 4.46 | 19,540 | 4.65 | |
| B2GOLD CORP. | |||||
| --- | |||||
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS | |||||
| December 31, 2025 and 2024 | |||||
| (All tabular amounts are in thousands of United States dollars unless otherwise stated) |
Restricted share unit plan
The Company has a Restricted Share Unit Plan (the “RSU Plan”) whereby restricted share units (“RSUs”) may be granted to directors, executive officers and employees of the Company. Once vested, each RSU is redeemable for one common share entitling the holder to receive the common share for no additional consideration.
During the year ended December 31, 2025, the Company granted approximately 3 million (2024 – 2 million) RSUs to executive officers and employees of the Company. One-third of the RSUs vest one year from the grant date, another one-third will vest two years from the grant date with the remainder vesting three years from the grant date. The total estimated fair value of the RSU granted was approximately $8 million (2024 - $6 million) based on the market value of the Company’s shares at the grant date. The fair value of each RSU is recorded as a share-based payments expense over the vesting period.
For the year ended December 31, 2025, share-based payments expense relating to the vesting of RSUs was $7 million (2024 - $7 million).
Summary of changes to RSUs outstanding:
| Number of<br>outstanding<br>RSUs | |
|---|---|
| (‘000’s) | |
| Outstanding at December 31, 2023 | 3,322 |
| Granted | 2,382 |
| Vested and converted to common shares | (1,625) |
| Reinvested dividend equivalents | 277 |
| Outstanding at December 31, 2024 | 4,356 |
| Granted | 2,802 |
| Vested and converted to common shares | (2,223) |
| Forfeited | (26) |
| Reinvested dividend equivalents | 118 |
| Outstanding at December 31, 2025 | 5,027 |
Deferred share unit plan
The Company has a Deferred Share Unit plan (the "DSU plan") for the benefit of the directors of the Company. Pursuant to the plan, eligible directors can elect to receive all or part of their total cash compensation in the form of deferred share units ("DSUs"). The number of DSUs granted to an eligible director is determined by dividing the portion of the compensation to be paid in DSUs by the volume weighted average trading price of the common shares on the stock exchange on which the majority of the volume of trading of the shares occurred over the relevant period for the five trading days immediately preceding the date of grant. In addition, the Board may, at its discretion, grant additional DSUs to plan participants. Each eligible director is required to hold DSUs received until the eligible director ceases to be a director of the Company, following which the DSUs will be settled in cash. As the DSUs are cash settled, they are recorded as a liability at fair market value on the Consolidated Balance Sheet with changes in the fair value being recognized as a share-based payment expense or recovery in the Consolidated Statement of Operations.
For the year ended December 31, 2025, the Company issued 0.5 million DSUs (2024 - 0.5 million) with a fair market value of $1 million (2024 - $1 million) to directors of the Company. During the year ended December 31, 2025, 0.5 million (2024 - 0.1 million) DSUs valued at $1.8 million (2024 - $0.3 million) were released. As at December 31, 2025, there were 2.2 million DSUs outstanding (2024 - 2.2 million). For the year ended December 31, 2025, share-based payments expense relating to DSUs was $6 million (2024 - expense of $0.1 million). As at December 31, 2025, the Company had an $11 million (2024 - $5 million) liability related to the outstanding DSUs, recorded as part of Other current liabilities in the Consolidated Balance Sheet.
Performance share unit plan
The Company has a Performance Share Unit plan (the "PSU plan") for the benefit of officers, employees and eligible consultants. Under the plan, eligible participants will receive shares based on the achievement of certain defined performance measures over a defined period of time. The number of shares receivable shall be 0% to 200% of the
| B2GOLD CORP. |
|---|
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
| December 31, 2025 and 2024 |
| (All tabular amounts are in thousands of United States dollars unless otherwise stated) |
performance share units ("PSUs") awarded, with the factor applied being dependent on the extent to which the defined performance measures have been achieved.
PSU grants, when vested, can be settled in cash (instead of shares) at the Company’s sole discretion. The cash settlement option does not impact the accounting treatment of the PSUs.
During the year ended December 31, 2025, the Company granted 2 million PSUs to employees comprised of two equal 50% tranches. Vesting of tranche one of the PSUs granted will depend on the growth of the Company's free cash flow and the number of shares that may vest will be between 0% to 200% of the number of tranche one PSUs. The estimated fair value when granted of this portion of $3 million was calculated based on the fair value of the Company's stock on the date of the grant and the expected increase in the free cash flow. Vesting of tranche two of the PSUs granted will depend on total shareholder return of the Company compared to a group of peer companies over the period January 1, 2025 to December 31, 2027. The number of shares that may vest will be between 0% and 200% of the number of tranche two PSUs. The estimated fair value when granted of the tranche two PSUs of $4 million was calculated using a risk-neutral Monte Carlo simulation based on a correlated Geometric Brownian Motion. The model used historical share price volatility ranging from 39% to 77% for the group, and a Canadian risk-free annual interest rate of 2.75%. The fair value of both tranches is being recognized over the vesting period.
During the year ended December 31, 2024, the Company granted 3 million PSUs to employees comprised of two equal 50% tranches. Vesting of tranche one of the PSUs granted will depend on the growth of the consolidated production profile and the number of shares that may vest will be between 0% to 200% of the number of tranche one PSUs. The estimated fair value when granted of this portion of $3 million was calculated based on the fair value of the Company's stock on the date of the grant and the expected increase in the production profile. Vesting of tranche two of the PSUs granted will depend on total shareholder return of the Company compared to a group of peer companies over the period January 1, 2024 to December 31, 2026. The number of shares that may vest will be between 0% and 200% of the number of tranche two PSUs. The estimated fair value when granted of the tranche two PSUs of $3 million was calculated using a risk-neutral Monte Carlo simulation based on a correlated Geometric Brownian Motion. The model used historical share price volatility ranging from 26% to 66% for the group, a Canadian risk-free annual interest rate of 4.19%, and a United States risk-free annual interest rate of 4.52%. The fair value of both tranches is being recognized over the vesting period.
During the year ended December 31, 2025, the Company issued 0 million shares (2024 - 1 million shares) on the vesting of PSUs. As at December 31, 2025, 7 million PSUs were outstanding under the plan (2024 - 6 million). For the year ended December 31, 2025, share-based payments expense relating to PSUs was $6 million (2024 - $8 million).
Earnings per share
The following is the calculation of basic and diluted earnings per share:
| 2025 | 2024 | |
|---|---|---|
| Net income (loss) (attributable to shareholders of the Company) | 401,908 | (629,891) |
| Interest expense on convertible senior secured notes | 7,723 | — |
| Net income (loss) (attributable to shareholders of the Company) used in calculating diluted earnings per share | 409,631 | (629,891) |
| Basic weighted average number of common shares outstanding (in thousands) | 1,325,322 | 1,308,850 |
| Effect of dilutive securities: | ||
| Convertible senior unsecured notes | 144,996 | — |
| Stock options | 4,992 | — |
| Restricted share units | 2,025 | — |
| Performance share units | 3,523 | — |
| Diluted weighted average number of common shares outstanding (in thousands) | 1,480,858 | 1,308,850 |
| Earnings (loss) per share (attributable to shareholders of the Company) | ||
| Basic | ||
| Diluted |
All values are in US Dollars.
| B2GOLD CORP. |
|---|
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
| December 31, 2025 and 2024 |
| (All tabular amounts are in thousands of United States dollars unless otherwise stated) |
15Non-controlling interest
The following is a continuity schedule of the Company's non-controlling interests:
| Fekola | Masbate | Otjikoto | Finland | Total | |
|---|---|---|---|---|---|
| $ | $ | $ | $ | $ | |
| Balance at December 31, 2023 | 42,911 | 27,744 | 24,238 | 4,703 | 99,596 |
| Share of net (loss) income | (7,387) | (1,672) | 12,478 | (181) | 3,238 |
| Forgiveness of loan to non-controlling interest (Note 9) | 65,476 | — | — | — | 65,476 |
| Distributions to non-controlling interests | (106,826) | — | (15,743) | — | (122,569) |
| Interest on loan to non-controlling interest | (2,381) | — | — | — | (2,381) |
| Participating funding from non-controlling interest | — | — | — | 936 | 936 |
| Other | 8,207 | — | — | 129 | 8,336 |
| Balance at December 31, 2024 | — | 26,072 | 20,973 | 5,587 | 52,632 |
| Share of net (loss) income | — | (908) | 25,520 | 179 | 24,791 |
| Distributions to non-controlling interests | — | (1,200) | (28,714) | — | (29,914) |
| Other | — | — | — | 442 | 442 |
| Balance at December 31, 2025 | — | 23,964 | 17,779 | 6,208 | 47,951 |
The following is the summarized financial information of subsidiaries with material non-controlling interests:
| Otjikoto | ||
|---|---|---|
| 2025 | 2024 | |
| $ | $ | |
| Summarized Balance Sheets | ||
| Current assets | 97,817 | 102,335 |
| Non-current assets | 181,336 | 222,834 |
| Total assets | 279,153 | 325,169 |
| Current liabilities | 68,782 | 43,131 |
| Non-current liabilities | 50,541 | 85,229 |
| Total liabilities | 119,323 | 128,360 |
| Summarized Statements of Operations | ||
| Revenue | 685,069 | 486,213 |
| Net income | 259,061 | 126,889 |
16Other operating expense
| 2025 | 2024 | |
|---|---|---|
| $ | $ | |
| Non-capital exploration | (10,203) | (8,029) |
| Loss on sale of assets | (6,257) | (1,198) |
| Malian regulatory settlement (Note 9) | — | (16,795) |
| Other | 2,496 | (3,082) |
| (13,964) | (29,104) | |
| B2GOLD CORP. | ||
| --- | ||
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS | ||
| December 31, 2025 and 2024 | ||
| (All tabular amounts are in thousands of United States dollars unless otherwise stated) |
17Derivative financial instruments
Fuel derivatives
During the year ended December 31, 2025, the Company entered into an additional series of forward contracts for the purchase of 42 million litres of gas oil and 73 million litres of fuel oil with scheduled settlement between May 2025 and October 2027. These derivative instruments were not designated as hedges by the Company and are recorded at FVTPL.
For the year ended December 31, 2025, the Company recorded an unrealized fuel derivative loss of $2 million (2024 – loss of $3 million) and a realized fuel derivative loss of $2 million (2024 - loss of $0 million) was recorded as part of Losses on derivative instruments in the Consolidated Statement of Operations.
The following is a summary, by maturity dates, of the Company’s fuel derivative contracts outstanding as at December 31, 2025:
| 2026 | 2027 | Total | ||||
|---|---|---|---|---|---|---|
| Forward – fuel oil: | ||||||
| Litres (thousands) | 35,777 | 14,483 | 50,260 | |||
| Average strike price | $ | 0.40 | $ | 0.37 | $ | 0.39 |
| Forward – gas oil: | ||||||
| Litres (thousands) | 47,013 | 21,003 | 68,016 | |||
| Average strike price | $ | 0.53 | $ | 0.52 | $ | 0.53 |
The unrealized fair value of these contracts at December 31, 2025 was $(4) million (2024 - $(2) million).
Gold derivatives
During the year ended December 31, 2024, as a requirement of the new RCF (Note 12), the Company entered into a series of 1:1 zero-cost put/call gold collar contracts with settlement between February 2025 and January 2027. These derivative instruments were not designated as hedges by the Company and are recorded at FVTPL.
For the year ended December 31, 2025, the Company recorded an unrealized loss of $234 million (2024 - $0 million) on the Company's gold collar contracts and a realized loss of $37 million (2024 - $0 million).
The following is a summary, by maturity dates, of the Company’s gold derivative contracts outstanding as at December 31, 2025:
| 2026 | 2027 | Total | ||||
|---|---|---|---|---|---|---|
| Ounces | 200,006 | 16,637 | 216,643 | |||
| Average floor price | $ | 2,450 | $ | 2,450 | $ | 2,450 |
| Average ceiling price | $ | 3,294 | $ | 3,294 | $ | 3,294 |
The unrealized fair value of these contracts at December 31, 2025 was $(234) million (2024 - $0 million).
18Gold stream obligation
As part of the acquisition of Sabina Gold and Silver Corp ("Sabina") in 2023, the Company acquired gold Stream Arrangement (the "Stream") with Wheaton Precious Metals ("WPM"). WPM is obligated to pay the Company a purchase price for each ounce of refined gold metal equal to:
•During any period during which the remaining upfront funding initially received by Sabina from WPM is greater than nil, 18% of the p.m. London Bullion Market Association ("LBMA") Gold Price. The difference between the LBMA gold price and such purchase price being payable is deducted against the upfront funding until it has been reduced to nil.
•Once the remaining upfront funding has fully been reduced to nil, 22% of the p.m. LBMA Gold Price.
| B2GOLD CORP. |
|---|
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
| December 31, 2025 and 2024 |
| (All tabular amounts are in thousands of United States dollars unless otherwise stated) |
The quantity of gold deliverable to WPM under the Gold Stream follows:
•2.7805% of gold production up to delivery of 87,100 oz
•1.4405% of gold production up to an aggregate of 134,000 oz
•1.005% of gold production thereafter.
The gold stream obligation was determined to be a derivative liability under IFRS 9, Financial instruments, and has been classified as FVTPL. As a result, it has been recorded at its fair value on the Consolidated Balance Sheet with changes in the fair value being recorded in the Consolidated Statement of Operations. The fair value of the gold stream was determined to be level 3 in the fair value hierarchy (Note 20). The Company has guaranteed the remaining portion of the gold stream obligation.
During the year ended December 31, 2025, the Company delivered 632 ounces (2024 - 0 ounces) into the gold stream obligation.
The following is a summary of the changes in the gold stream obligation:
| $ | |
|---|---|
| Balance at December 31, 2023 | 139,600 |
| Change in fair value | 26,825 |
| Balance at December 31, 2024 | 166,425 |
| Change in fair value | 118,364 |
| Gold delivered | (2,058) |
| Balance at December 31, 2025 | 282,731 |
| Less current portion | (24,500) |
| 258,231 |
19Prepaid gold sales
On January 23, 2024, the Company entered into a series of prepaid gold sales with a number of its old RCF syndicate banks. Under the terms of the prepaid gold sales, the Company received an upfront payment of $500 million, based on gold forward curve prices averaging approximately $2,191 per ounce, in exchange for equal monthly deliveries of gold from July 2025 to June 2026 totaling 264,768 ounces. Gold deliveries can be from production from any of the Company’s operating mines and the prepaid gold sales can be settled prior to maturity through accelerated delivery of the remaining deliverable gold ounces.
The prepaid gold sales have been accounted for in accordance with IFRS 15, Revenue from Contracts with Customers, whereby the cash prepayments have been recognized as deferred revenue on the Consolidated Balance Sheet and will be recognized as revenue in the Consolidated Statement of Operations based on the contract price when gold deliveries are made.
During the year ended December 31, 2025, the Company delivered 132,384 ounces into contracts valued at $289 million. As the Company physically delivered ounces into the contracts, the portion of the Prepaid Sales relating to the delivered ounces was recognized as gold revenue in the Consolidated Statement of Operations at the time of delivery based on the contract price.
The following is a summary of the changes in the prepaid gold sales:
| $ | |
|---|---|
| Outstanding at December 31, 2023 | — |
| Value of contracts added | 500,023 |
| Accretion | 38,087 |
| Outstanding at December 31, 2024 | 538,110 |
| Gold deliveries | (288,792) |
| Accretion | 36,140 |
| Outstanding at December 31, 2025 | 285,458 |
| B2GOLD CORP. | |
| --- | |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS | |
| December 31, 2025 and 2024 | |
| (All tabular amounts are in thousands of United States dollars unless otherwise stated) |
During the year ended December 31, 2025, the Company recognized interest charge of $36 million (2024 - $38 million), based on an implicit rate of 7.99%, relating to the financing component contained in the prepaid gold sales. The interest expense recognised in the Consolidated Statement of Operations for the year ended December 31, 2025 was $7 million (2024 - $14 million ) net of $29 million (2024 - $24 million) capitalized to the cost of constructing qualifying assets during the year.
20Financial instruments
The Company’s financial assets and liabilities consist of cash and cash equivalents, accounts receivable, short-term investments, reclamation deposits, loan to associate, long-term investments, accounts payable and accrued liabilities, fuel derivative contracts, gold derivative contracts, gold stream obligation, and long-term debt.
Fair values
The Company’s financial assets and liabilities are classified based on the lowest level of input significant to the fair value measurement based on the fair value hierarchy:
Level 1 – quoted prices in active markets for identical assets or liabilities;
Level 2 – inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and
Level 3 – inputs for the asset or liability that are not based on observable market data.
As at December 31, 2025, the Company’s financial assets and liabilities measured at fair value are categorized as follows:
| As at December 31, 2025 | As at December 31, 2024 | |||||
|---|---|---|---|---|---|---|
| Level 1 | Level 2 | Level 3 | Level 1 | Level 2 | Level 3 | |
| $ | $ | $ | $ | $ | $ | |
| Long-term investments (Note 8) | 286,066 | — | — | 76,717 | — | — |
| Short-term investments (Note 6) | 4,868 | — | — | 11,565 | — | — |
| Gold derivative contracts (Note 17) | — | (233,821) | — | — | 111 | — |
| Fuel derivative contracts (Note 17) | — | (4,415) | — | — | (2,259) | — |
| Gold stream obligation (Note 18) | — | — | (282,731) | — | — | (166,425) |
The Company’s long-term investments consist of shares of publicly traded mining companies. The fair values of these were determined using market quotes from an active market for each investment.
The fair value of the Company's fuel and gold derivative contracts was determined using prevailing market rates for instruments with similar characteristics.
The fair value of the gold stream was calculated based on an income approach and a discounted cash flow model. The calculated fair value includes inputs that are based on observable market data, including forward gold price curves and credit adjusted risk-free rates. The fair value also includes inputs that are not based on observable market data, including the timing of future gold deliveries. The valuation has been prepared by an independent valuations specialist with direct oversight from the Company. Forward gold price estimates ranged from $4,314 to $5,685 per ounce. A $100 per ounce change in the gold forward price would have approximately a $6 million impact on the fair value of the gold stream obligation. A 50 basis point change in the discount rate would also have approximately a $8 million impact on the fair value of the gold stream obligation.
The fair value of the Notes, based on quoted market prices, is $736 million. The carrying amount of the Notes represents the liability component recorded at amortized costs (Note 12), while the fair value represents both the liability and equity components. The fair value of the Notes is categorized as level 1 in the fair value hierarchy outlined in IFRS 13 Fair value measurement.
The fair value of the Company's long-term debt also approximates its carrying value as it has a floating interest rate and the Company's credit spread has remained approximately consistent. The fair value of the Company's other financial instruments approximate their carrying value due to their short-term nature.
| B2GOLD CORP. |
|---|
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
| December 31, 2025 and 2024 |
| (All tabular amounts are in thousands of United States dollars unless otherwise stated) |
Capital risk management
The Company’s objectives when managing its capital is to ensure it will be able to continue as a going concern while maximizing the return to shareholders including the payment of dividends. The selling price of gold and minimizing production costs and capital expenditures are key factors in helping the Company reach its capital risk management objectives. The capital structure of the Company includes shareholders’ equity and debt.
Credit risk
As at December 31, 2025, the Company’s maximum exposure to credit risk was the book value of cash and cash equivalents, receivables, loans receivable and the carrying value of its derivative portfolio. The Company limits its credit exposure on cash and cash equivalents by holding its deposits mainly with high credit quality financial institutions as determined by credit rating agencies.
The Company maintains its excess cash balances in short-term investments accounts. The Company does not maintain insurance for its cash balances.
Liquidity risk
The Company manages its liquidity risk through its budgeting and forecasting process. Budgets are prepared annually and forecasts are prepared and reviewed on a regular basis, to help determine the funding requirements to support the Company’s current operations and expansion and development plans and by managing its capital structure as described above.
As at December 31, 2025, the Company had cash and cash equivalents of $380 million. Cash provided by operating activities totalled $896 million for the year ended December 31, 2025. As at December 31, 2025, the Company had a $800 million revolving credit facility of which $650 million is undrawn.
As at December 31, 2025, the Company had $6 million available under its third equipment facility at Fekola.
As at December 31, 2025, the Company’s significant commitments are disclosed in the table below. In addition, significant commitments are disclosed in Note 12 for debt repayments and Note 26 for capital expenditure commitments.
| 2026 | 2027 | 2028 | 2029 | 2030 | Total | |
|---|---|---|---|---|---|---|
| $ | $ | $ | $ | $ | $ | |
| Accounts payable and accrued liabilities | 174,802 | — | — | — | — | 174,802 |
| Convertible notes | ||||||
| Principal (Note 12) | — | — | — | — | 460,000 | 460,000 |
| Interest | 12,650 | 12,650 | 12,650 | 12,650 | 6,325 | 56,925 |
| Revolving credit facility: | ||||||
| Principal (Note 12) | — | — | 150,000 | — | — | 150,000 |
| Interest & commitment fees (estimated) | 9,420 | 9,420 | 9,083 | — | — | 27,923 |
| Fekola equipment loan facilities: | ||||||
| Principal | 7,835 | 7,835 | 7,835 | 2,815 | — | 26,320 |
| Interest (estimated) | 1,355 | 897 | 441 | 38 | — | 2,731 |
| Goose equipment loan facility: | ||||||
| Principal | 698 | — | — | — | — | 698 |
| Interest (estimated) | 21 | — | — | — | — | 21 |
| Lease liabilities | ||||||
| Principal | 17,718 | 12,177 | 7,085 | 2,608 | 2,404 | 41,992 |
| 224,499 | 42,979 | 187,094 | 18,111 | 468,729 | 941,412 | |
| Capital expenditure commitments | 39,084 | — | — | — | — | 39,084 |
| Other liabilities | 10,767 | 4,922 | 1,441 | 6,116 | 3,932 | 27,178 |
| 274,350 | 47,901 | 188,535 | 24,227 | 472,661 | 1,007,674 | |
| B2GOLD CORP. | ||||||
| --- | ||||||
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS | ||||||
| December 31, 2025 and 2024 | ||||||
| (All tabular amounts are in thousands of United States dollars unless otherwise stated) |
Market risk
Market risk includes currency and price risk.
The Company’s operations in foreign countries are subject to currency fluctuations and such fluctuations may materially affect the Company’s financial position and results. The Company reports its financial results in United States dollars and incurs expenses in European euros, CFA francs, Namibian dollars, South African rand, Philippine pesos, Canadian dollars and Colombian pesos. As these exchange rates fluctuate against the United States dollar, the Company will experience foreign exchange gains and losses.
The Company also holds cash and cash equivalents that are denominated in non-United States dollar currencies which are subject to currency risk. As at December 31, 2025, $291 million of the Company’s $380 million in cash and cash equivalents was held in United States dollars. A 10% movement in foreign exchange rates versus the United States dollar would result in approximately a $8 million change in the Company’s cash position.
The Company holds long‑term investments in publicly traded mining companies and is exposed to fluctuations in the market prices of these securities. Changes in equity prices may result from commodity‑price movements, market sentiment, operational developments of the investee companies, and broader economic conditions. These investments are measured at FVOCI and classified as Level 1 in the fair value hierarchy. A 10% change in the quoted market prices of these investments at the reporting date would result in a corresponding change in fair value of approximately $28 million.
The Company maintains a portfolio of fuel and gold derivatives that are measured at FVTPL. A 10% change in the forward price of fuel would result in a $5 million change in the value of the fuel derivative portfolio. A $100 per ounce change in the forward price of gold would result in a $20 million change in the value of the gold derivative portfolio excluding the impact on the Company's gold stream obligation (Note 18).
| B2GOLD CORP. |
|---|
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
| December 31, 2025 and 2024 |
| (All tabular amounts are in thousands of United States dollars unless otherwise stated) |
21Income and other taxes
Income tax expense differs from the amount that would result from applying the Canadian federal and provincial income tax rates to earnings from operations before taxes. These differences result from the following items:
| 2025 | 2024 | |
|---|---|---|
| Income (loss) from operations before taxes | 976,799 | (309,224) |
| Canadian federal and provincial income tax rates | 27.00 | 27.00 |
| Income tax expense at statutory rates | 263,736 | (83,490) |
| Increase (decrease) attributable to: | ||
| Losses and tax bases for which no tax benefit has been recorded | 130,186 | 26,479 |
| Effects of different foreign statutory tax rates | 136,558 | 40,141 |
| Withholding and other taxes | 118,526 | 29,423 |
| Change due to foreign exchange | (63,457) | 29,894 |
| Benefit of optional tax incentives | (41,382) | (21,625) |
| Non-deductible expenditures | 31,340 | 11,340 |
| Use of losses and temporary differences not previously recognised | (45,548) | — |
| Future withholding tax expense (recovery) | 14,117 | (2,699) |
| Change in income tax rates | 4,000 | (8,884) |
| Change in accruals for tax audits and settlement of income tax and customs assessments (Note 9) | 2,279 | 67,352 |
| Change in non-taxable portions of gains | (963) | 807 |
| Amounts under provided for in prior years | 708 | 1,193 |
| Benefit not recorded on impairment losses | — | 227,498 |
| Income tax expense | 550,100 | 317,429 |
| Current income tax, withholding and other taxes | 694,650 | 319,726 |
| Deferred income tax recovery | (144,550) | (2,297) |
| Income tax expense | 550,100 | 317,429 |
All values are in US Dollars.
Included in current income tax expense for the year ended December 31, 2025, is $117 million (2024 - $26 million), related to the State of Mali's 20% priority dividend on its free carried interest in the Fekola Mine. This priority dividend is accounted for as an income tax in accordance with IAS 12, Income Taxes.
Total provision for tax disputes recognized are as follows:
| 2025 | 2024 | |
|---|---|---|
| $ | $ | |
| Opening balance | — | 10,799 |
| Additions | 1,594 | — |
| Reductions | — | (10,799) |
| Closing balance | 1,594 | — |
During the year ended December 31, 2025, the Company recorded a deferred tax expense of $14 million (2024 - recovery of $3 million) related to future withholding tax expected to be incurred on retained earnings the Company is planning to repatriate from its foreign subsidiaries in the foreseeable future. The Company's foreign subsidiaries continue to have earnings in excess of their expected needs for reinvestment. The deferred tax expense will eventually be a current tax expense as dividends from foreign subsidiaries and the associated withholding taxes are paid.
Deferred tax liabilities of approximately $119 million (2024 – $134 million) have not been recognized on the repatriation of earnings from foreign subsidiaries where the Company controls the timing of the reversal of the temporary differences but it is probable that such differences will not reverse in the foreseeable future.
| B2GOLD CORP. |
|---|
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
| December 31, 2025 and 2024 |
| (All tabular amounts are in thousands of United States dollars unless otherwise stated) |
Total income tax expense (recovery) attributable to geographical jurisdiction is as follows:
| 2025 | 2024 | |
|---|---|---|
| $ | $ | |
| Mali | 310,390 | 176,094 |
| Namibia | 157,007 | 85,828 |
| Philippines | 112,566 | 55,838 |
| Canada | (29,249) | (713) |
| Other | (614) | 382 |
| 550,100 | 317,429 |
The composition of the Company’s net deferred income tax (liabilities) assets and deferred tax expense (recovery) is as follows:
| Deferred tax<br>(liabilities)/assets | Deferred income tax expense/(recovery) | |||
|---|---|---|---|---|
| As at December 31, 2025 | As at December 31, 2024 | 2025 | 2024 | |
| $ | $ | $ | $ | |
| Operating loss carry-forwards | 84,196 | 2,033 | (82,163) | 7,280 |
| Current assets and liabilities | 38,233 | (5,304) | (43,537) | 3,862 |
| Mining interests | (120,060) | (150,161) | (30,101) | (2,245) |
| Mine restoration provisions | 17,234 | 15,413 | (1,821) | (909) |
| Long term debt | (20,490) | — | 20,490 | — |
| Future withholding tax | (49,966) | (35,849) | 14,117 | (2,699) |
| Unrealized gains | (24,050) | — | 24,050 | (10,127) |
| Deferred tax charged to equity | — | — | (49,715) | (856) |
| Other | — | 4,130 | 4,130 | 3,397 |
| (74,903) | (169,738) | (144,550) | (2,297) |
Represented on the balance sheet as:
| 2025 | 2024 | |
|---|---|---|
| $ | $ | |
| Deferred tax asset | (76,440) | — |
| Deferred tax liability | 151,343 | 169,738 |
| Balance, end of year | 74,903 | 169,738 |
The Company has the following unrecognized deferred tax assets:
| 2025 | 2024 | |
|---|---|---|
| $ | $ | |
| Capital and non-capital tax losses | 254,045 | 175,765 |
| Gold stream and derivative financial instruments | 106,370 | |
| Mining interests and other | 68,239 | 153,892 |
| Mine restoration provisions | 18,057 | 10,423 |
| Other liabilities | 8,692 | 2,401 |
| Current assets | 2,100 | 868 |
| 457,503 | 343,349 |
The Company has not recognized potential deferred tax assets of $458 million (2024 - $343 million) as it is not probable that future taxable profits will be available against which the Company can utilize the potential deferred tax assets.
| B2GOLD CORP. |
|---|
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
| December 31, 2025 and 2024 |
| (All tabular amounts are in thousands of United States dollars unless otherwise stated) |
The change for the year in the Company’s net deferred tax liability was as follows:
| 2025 | 2024 | |
|---|---|---|
| $ | $ | |
| Balance, beginning of year | 169,738 | 171,179 |
| Deferred income tax recovery charged to statement of operations | (144,550) | (2,297) |
| Deferred income tax liability charged to equity | 24,943 | — |
| Deferred income tax expense charged to equity | 24,772 | 856 |
| Balance, end of year | 74,903 | 169,738 |
At December 31, 2025, the Company had non-capital tax losses which are not recognized as deferred tax assets. The Company recognizes the tax benefit of the non-capital tax losses only to the extent of anticipated future taxable income that can be reduced by non-capital tax losses. The gross amount of the non-capital tax losses for which a tax benefit has not been recorded are $1,159 million (2024 - $577 million) in Canada which expire between 2027 and 2045, and $102 million (2024 - $110 million) in Colombia of which $101 million does not expire.
At December 31, 2025 the Company had capital losses in Canada of $9 million which have no expiry date and can be applied against future capital gains. No deferred income tax asset has been recorded with respect to these losses. On March 4, 2024, the Company received Notices of Reassessment relating to the denial of capital losses realized by B2Gold in respect of certain internal reorganizations undertaken in the 2016 taxation year. The reassessments do not result in any income taxes payable but would reduce the Company's net capital loss carry-forward balances and non-capital loss carry-forward balances (due to the deduction of a portion of the capital losses in subsequent taxation years). The Company has disputed the reassessments. Should the Company be successful in its dispute, non-capital losses would increase by $71 million and capital losses would increase by $295 million for which no deferred tax asset has been recognized as at December 31, 2025.
During the year ended December 31, 2025 the Company paid $502 million (2024 - $360 million) of current income tax, withholding and other taxes in cash.
Pillar Two Global Minimum Tax
In June 2024, Canada enacted the Global Minimum Tax Act that was developed within the framework of the OECD’s Pillar Two global minimum tax regime, effective January 1, 2024. As Pillar Two legislation has been enacted or substantively enacted in certain jurisdictions in which the Company operates, the legislation is effective for the Company's financial year beginning January 1, 2024.
Beginning January 1, 2024, the Company performs an assessment on a quarterly basis of its potential exposure to Pillar Two income taxes. This assessment is based on the most recent information available regarding the financial performance of the constituent entities of the consolidated group. Based on the assessment performed to date, the Company has not accrued any Pillar Two top-up taxes for the years ended December 31, 2024 and December 31, 2025.
| B2GOLD CORP. |
|---|
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
| December 31, 2025 and 2024 |
| (All tabular amounts are in thousands of United States dollars unless otherwise stated) |
22Supplementary cash flow information
Supplementary disclosure of cash flow information is provided in the table below:
Non-cash (credits) charges:
| 2025 | 2024 | |
|---|---|---|
| $ | $ | |
| Depreciation and depletion | 440,831 | 367,408 |
| Unrealized losses on derivative instruments (Note 17) | 236,087 | 2,630 |
| Deferred income tax recovery (Note 21) | (144,550) | (2,297) |
| Change in fair value of gold stream (Note 18) | 118,364 | 26,825 |
| Non-cash interest and financing expense | 37,702 | 34,848 |
| Add back of realized loss on derivative instruments | 36,846 | — |
| Share-based payments (Note 14) | 22,935 | 24,343 |
| Non-recoverable input taxes | 12,516 | 9,684 |
| Non-cash community relations expense | 7,291 | — |
| Loss on sale of fixed assets (Note 16) | 6,257 | 1,198 |
| Write-down of mining interests (Note 9) | 5,118 | 636 |
| Impairment of long-lived assets (Note 9) | — | 876,376 |
| Gain on sale of mining interests (Note 9) | — | (56,115) |
| Gain on sale of shares in associate (Note 10) | — | (16,822) |
| Loss on dilution of associate (Note 10) | — | 8,984 |
| Other | 26,285 | 11,406 |
| 805,682 | 1,289,104 |
Changes in non-cash working capital:
| 2025 | 2024 | |
|---|---|---|
| $ | $ | |
| Receivables, prepaids and other | (12,675) | (215) |
| Value-added and other tax receivables | (2,373) | (2,204) |
| Inventories | (83,633) | (130,339) |
| Accounts payable and accrued liabilities | 69,042 | (1,237) |
| Current income and other taxes payable | 219,525 | (21,184) |
| 189,886 | (155,179) |
Other exploration:
| 2025 | 2024 | |
|---|---|---|
| $ | $ | |
| Fekola Mine, exploration | (609) | (4,428) |
| Masbate Mine, exploration | (2,639) | (3,649) |
| Otjikoto Mine, exploration | (8,133) | (7,825) |
| Goose Mine, exploration | (24,635) | (28,864) |
| Back River Regional, exploration | (10,685) | (439) |
| Finland Properties, exploration | (1,472) | (3,079) |
| Fekola Regional, exploration | (1,319) | (2,428) |
| Other | (1,187) | (1,917) |
| (50,679) | (52,629) | |
| B2GOLD CORP. | ||
| --- | ||
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS | ||
| December 31, 2025 and 2024 | ||
| (All tabular amounts are in thousands of United States dollars unless otherwise stated) |
Non-cash investing and financing activities:
| 2025 | 2024 | |
|---|---|---|
| $ | $ | |
| Interest capitalized to construction of qualifying assets | 54,989 | 30,008 |
| Change in current liabilities relating to mining interest expenditures | (50,717) | (8,625) |
| Change in current liabilities relating to deferred financing costs | (4,059) | 4,059 |
| Foreign exchange (losses) gains on Fekola equipment loan facility | (2,691) | 545 |
| Share-based payments, capitalized to mining interests | 1,392 | 1,129 |
| Interest on loan to non-controlling interest | — | 2,801 |
| Share consideration received on sale of mining interests (Notes 9) | — | 81,433 |
23Compensation of key management
Key management includes the Company’s directors, members of the Executive Committee and members of Senior Management. Compensation to key management consisted of:
| 2025 | 2024 | |
|---|---|---|
| $ | $ | |
| Salaries and short-term employee benefits | 5,926 | 6,357 |
| Share-based payments | 11,816 | 13,793 |
| 17,742 | 20,150 |
24Production costs by nature
| 2025 | 2024 | |
|---|---|---|
| $ | $ | |
| Raw materials and consumables | 519,075 | 491,855 |
| Salaries and employee benefits | 168,805 | 134,938 |
| Contractors | 142,619 | 92,225 |
| Other | 79,171 | 51,756 |
| Change in inventories | (16,532) | 4,444 |
| Capitalized to mining interests | (147,692) | (93,390) |
| 745,446 | 681,828 |
Salaries and employee benefits expense included in general and administrative costs were $30 million for the year ended December 31, 2025 (2024 - $29 million).
25Segmented information
The Company’s reportable operating segments for 2025 include its mining operations and development projects, namely the Fekola, Masbate, Otjikoto and the Goose mines. It also includes the Fekola Regional properties which are in the exploration & evaluation stage. The Fekola Regional segment includes the Anaconda Area (the combined Menankoto permit) and the Dandoko permit. The Other Mineral Properties segment consists of the Company’s interests in mineral properties which are at various stages of exploration and evaluation, including the Company's interest in the Gramalote Project, as well as the Company's equity accounting for its investment in associates. The “Corporate and Other” segment includes corporate operations.
| B2GOLD CORP. |
|---|
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
| December 31, 2025 and 2024 |
| (All tabular amounts are in thousands of United States dollars unless otherwise stated) |
The Company’s segments are summarized in the following tables:
| 2025 | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Fekola<br>Mine | Fekola Regional | Masbate <br>Mine | Otjikoto<br>Mine | Goose Mine | Other<br>Mineral<br>Properties | Corporate<br><br>& Other | Total | |||||||||||
| $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||
| External gold revenue | 1,743,698 | — | 402,761 | 623,477 | 2,510 | — | 288,792 | 3,061,238 | ||||||||||
| Intersegment gold revenue | 284,490 | 61,592 | 163,141 | (509,223) | — | |||||||||||||
| Production costs | 408,105 | — | 162,484 | 130,327 | 44,530 | — | — | 745,446 | ||||||||||
| Depreciation & depletion | 217,269 | 531 | 92,797 | 110,747 | 19,487 | — | 2,281 | 443,112 | ||||||||||
| Write-down of mining interests | — | — | — | — | — | 5,118 | — | 5,118 | ||||||||||
| Current income tax, withholding and other taxes | 380,470 | 1,609 | 117,886 | 194,685 | — | — | — | 694,650 | ||||||||||
| Net income (loss) | 490,309 | (4,286) | 264,230 | 247,238 | 80,037 | (7,971) | (642,858) | 426,699 | ||||||||||
| Capital expenditures | 223,279 | 22,180 | 43,896 | 32,137 | 496,088 | 45,248 | 241 | 863,069 | ||||||||||
| Total assets | 1,532,603 | 211,893 | 734,576 | 310,808 | 2,286,395 | 381,917 | 421,124 | 5,879,316 | 2024 | |||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | ||||||||||
| Fekola<br>Mine | Fekola Regional | Masbate <br>Mine | Otjikoto<br>Mine | Goose Mine | Other<br>Mineral<br>Properties | Corporate & Other | Total | |||||||||||
| $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||
| External gold revenue | 951,676 | — | 464,141 | 486,213 | — | — | — | 1,902,030 | ||||||||||
| Production costs | 384,221 | — | 161,462 | 136,145 | — | — | — | 681,828 | ||||||||||
| Depreciation & depletion | 162,011 | 1,986 | 83,352 | 116,289 | 3,770 | — | 2,153 | 369,561 | ||||||||||
| Impairment of long-lived assets | 162,673 | 52,543 | — | — | 661,160 | — | — | 876,376 | ||||||||||
| Write-down of mining interests | — | — | — | — | — | 636 | — | 636 | ||||||||||
| Current income tax, withholding and other taxes | 154,415 | 46 | 55,840 | 109,282 | 48 | — | 95 | 319,726 | ||||||||||
| Net (loss) income | (76,859) | (68,728) | 112,930 | 122,454 | (663,781) | (1,827) | (50,842) | (626,653) | ||||||||||
| Capital expenditures | 262,204 | 19,289 | 33,412 | 36,667 | 544,255 | 22,568 | 1,308 | 919,703 | ||||||||||
| Total assets | 1,368,733 | 187,484 | 769,617 | 355,551 | 1,607,392 | 328,717 | 196,504 | 4,813,998 |
The Company’s mining interests are located in the following geographical locations:
| 2025 | 2024 | |
|---|---|---|
| $ | $ | |
| Mining interests | ||
| Canada | 1,950,116 | 1,445,143 |
| Mali | 1,105,803 | 1,066,748 |
| Philippines | 431,312 | 480,570 |
| Namibia | 128,392 | 182,758 |
| Colombia | 106,703 | 74,875 |
| Finland | 37,505 | 36,033 |
| Other | 506 | 5,308 |
| 3,760,337 | 3,291,435 | |
| B2GOLD CORP. | ||
| --- | ||
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS | ||
| December 31, 2025 and 2024 | ||
| (All tabular amounts are in thousands of United States dollars unless otherwise stated) |
26Commitments
As at December 31, 2025, the Company had the following commitments (in addition to those disclosed elsewhere in these financial statements):
•For payments of $19 million for mobile equipment purchases and rebuilds and $1 million for other capital projects at the Fekola Mine, all of which is expected to be incurred in 2026.
•For payments of $5 million for mobile equipment purchases, $5 million related to mill and process plant optimization and $4 million related to infrastructure upgrades at the Goose Mine, all of which is expected to be incurred in 2026.
•For payments of $5 million for mobile equipment purchases at the Masbate Mine, all of which is expected to be incurred in 2026.
37
Document
B2GOLD CORP.
MANAGEMENT’S DISCUSSION AND ANALYSIS
For the year ended December 31, 2025
This Management’s Discussion and Analysis (“MD&A”) has been prepared as at February 18, 2026 and contains certain "forward-looking information" and “forward-looking statements” under Canadian and United States securities laws, respectively ("forward-looking statements"). All statements included herein, other than statements of historical fact, including without limitation statements regarding potential mineralization, exploration results and future plans, production and objectives of B2Gold Corp. (the “Company” or “B2Gold”), are forward-looking statements that involve various risks, uncertainties and assumptions. See the “Cautionary Statement on Forward-Looking Information” section. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements as a result of a number of factors, including those set out in “Risks and Uncertainties.”
The following discussion of the operating results and financial position of the Company should be read in conjunction with the audited consolidated financial statements and the notes thereto of the Company for the year ended December 31, 2025. These consolidated financial statements have been prepared in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board (“IFRS”). All amounts are expressed in United States dollars, unless otherwise stated. All production results and the Company's guidance presented in this MD&A reflect total production at the mines the Company operates on a 100% basis. Production from Calibre Mining Corp.'s ("Calibre") La Libertad, El Limon and Pan mines is presented on an approximate 24% basis until January 24, 2024 and 14% subsequently until June 20, 2024, representing the Company’s indirect ownership interest in Calibre's operations through its equity investment in Calibre. On June 20, 2024, the Company reduced its ownership interest to approximately 4%, and determined that it no longer has significant influence over Calibre and as a result, after June 20, 2024, no longer records attributable production representing its indirect ownership interest in Calibre's mines through an equity investment.
Additional information related to B2Gold, including our Annual Information Form, is available on the Company's website www.b2gold.com and on SEDAR at www.sedarplus.ca.
INDEX
| Overview | 2 |
|---|---|
| Review of Financial Results | 5 |
| Review of Mining Operations and Development Projects | 9 |
| Liquidity and Capital Resources | 17 |
| Critical Accounting Estimates | 22 |
| Risks and Uncertainties | 24 |
| Disclosure Controls and Internal Controls Over Financial Reporting | 24 |
| Non-IFRS Measures | 25 |
| Summary of Quarterly Results | 32 |
| Summary and Outlook | 33 |
| Outstanding Share Data | 34 |
| Cautionary Statement on Forward-Looking Information | 34 |
OVERVIEW
B2Gold is a Vancouver-based gold producer with four operating mines: the Goose Mine in Canada, the Fekola Mine in Mali, the Masbate Mine in the Philippines and the Otjikoto Mine in Namibia. On October 2, 2025, the Company the Goose Mine achieved commercial production. The Company also holds an approximately 33% interest in Versamet Royalties Corporation ("Versamet") and a portfolio of exploration and development projects in a number of countries including Mali, Colombia, Finland and Kazakhstan.
Summary
Consolidated gold revenue for the year ended December 31, 2025 was $3.06 billion on sales of 927,797 ounces (including $0.03 billion on sales of 7,685 ounces of pre-commercial sales from the Goose Mine) at an average realized gold price of $3,299 per ounce, compared to $1.90 billion on sales of 801,524 ounces at an average realized gold price of $2,373 per ounce in 2024. The increase in gold revenue for the year of 61% ($1.16 billion) was due to a 39% increase in the average realized gold price ($926 per ounce) and a 16% (126,273 ounces) increase in gold ounces sold. For the fourth quarter of 2025, consolidated gold revenue was $1.05 billion on sales of 283,490 ounces at an average realized gold price of $3,718 per ounce, compared to $0.50 billion on sales of 187,793 ounces at an average realized gold price of $2,661 per ounce in the fourth quarter of 2024. The increase in gold revenue for the fourth quarter of 111% ($0.55 billion) was due to a 40% increase in the average realized gold price ($1,057 per ounce) and a 51% (95,697 ounces) increase in gold ounces sold. Consolidated gold revenue for the quarter and year ended December 31, 2025, includes $145 million ($2,186 per ounce sold) and $289 million ($2,181 per ounce sold), respectively, related to the delivery of 66,192 ounces and 132,384 ounces, respectively, under the Company’s series of prepaid gold sales (the "Gold Prepay") obligations. Revenues received under the Gold Prepay contracts entered into in January 2024 were initially deferred and are being recognized upon delivery of the underlying contract gold ounces over the period from July 2025 to June 2026.
Consolidated gold production for 2025 was 979,604 ounces (including 14,554 ounces of pre-commercial production from the Goose Mine), slightly below the mid-point of the Company's guidance range of between 940,000 and 1,045,000 ounces. In 2025, the Fekola Complex (Fekola Mine and Fekola Regional), and the Masbate and Otjikoto mines continued their strong performance producing 926,434 ounces of gold, at the mid-point of their guidance range of between 890,000 and 965,000 ounces. For 2025, production from the Fekola, Masbate and Otjikoto mines were 4% (22,121 ounces), 9% (16,126 ounces) and 14% (24,139 ounces) higher than budget, respectively. Fekola Complex production for 2025 was 530,769 ounces, 0.4% (2,155 ounces) higher than budget, with Fekola Mine outperformance in 2025 was offset by no production achieved at Fekola Regional. Commercial production at the Goose Mine was achieved on October 2, 2025, after which it produced 38,616 ounces, which was 32% (18,513 ounces) below budget for the period (refer to "Review of Mining Operations and Development Projects" section below). In 2025, the Fekola, Masbate and Otjikoto Mines produced 35% (137,823 ounces), 1% (2,480 ounces) and 1% (997 ounces) more, respectively, than 2024. In the fourth quarter of 2025, B2Gold’s consolidated gold production was 303,029 ounces, 1% (2,516 ounces) lower than budget but 63% (117,028 ounces) higher than the fourth quarter of 2024. In the fourth quarter of 2025, the Fekola, Masbate and Otjikoto mines were 10% (14,984 ounces), 9% (4,150 ounces) and 45% (15,723 ounces), respectively, above budget. Fekola Complex production in the fourth quarter of 2025 was 163,720 ounces, 2% (3,876 ounces) lower than budget, with Fekola Mine outperformance in the fourth quarter of 2025 offset by no production achieved at Fekola Regional. Commercial production at the Goose Mine was achieved on October 2, 2025, after which it produced 38,616 ounces, which was 32% (18,513 ounces) below budget for the quarter. In the fourth quarter of 2025, the Fekola and Masbate mines were 95% (79,705 ounces) and 1% (366 ounces), respectively, higher than the fourth quarter of 2024. Gold production at the Otjikoto Mine was 3% (1,659 ounces) below the fourth quarter of 2024.
For the year ended December 31, 2025, consolidated cash operating costs1, excluding pre-commercial production from the Goose Mine, were $769 per gold ounce produced ($800 per gold ounce sold), $178 (19%) per gold ounce produced lower than budget and $110 (13%) per gold ounce produced lower than 2024. Cash operating costs for the year ended December 31, 2025, were below the low end of the Company's guidance range of $795 to $855 per ounce. Cash operating costs per gold ounce produced for 2025 were lower than budget and 2024 mainly as a result of higher production and lower fuel costs in 2025. In the fourth quarter of 2025, consolidated cash operating costs were $736 per gold ounce produced ($804 per gold ounce sold), $192 (21%) per gold ounce produced below budget and $232 (24%) per gold ounce produced lower than the fourth quarter of 2024. Consolidated cash operating costs per ounce for the fourth quarter of 2025 were lower than budget and the fourth quarter of 2024 primarily as a result of higher production and lower fuel costs in the fourth quarter of 2025.
Consolidated all-in sustaining costs2 for the year ended December 31, 2025, excluding pre-commercial ounces sold from the Goose Mine, were $1,584 per gold ounce sold compared to $1,463 per gold ounce sold for 2024 (including estimated attributable results of Calibre), at the low end of the Company's guidance range of $1,575 to $1,635 per ounce sold. Consolidated all-in sustaining costs for the fourth quarter of 2025 were $1,754 per gold ounce sold, $220 (14%) per ounce sold higher than the budget of $1,534 per gold ounce sold and $86 (5%) per ounce sold higher than $1,668 per ounce for the fourth quarter of 2024. Consolidated all-in sustaining costs for the fourth quarter of 2025 were higher than budget as a result of lower than budgeted gold ounces sold due to the timing of shipments at the Fekola Mine and higher than budgeted royalties resulting from a higher than budgeted gold price. The increase in realized gold price compared to budget for 2025 resulted in additional royalties of $169
1 “Cash operating costs” a non-IFRS measure; for a description of how we calculate this measure and a reconciliation from this measure to the most directly comparable measure specified, defined or determined under IFRS and presented in our financial statements, refer to “Non-IFRS Measures”
2 “All-in sustaining costs” is a non-IFRS measure; for a description of how we calculate this measure and a reconciliation from this measure to the most directly comparable measure specified, defined or determined under IFRS and presented in our financial statements, refer to “Non-IFRS Measures”
per gold ounce sold.
For the year ended December 31, 2025, the Company generated net income of $427 million compared to a net loss of $627 million in 2024, predominantly due to higher revenues in 2025 and non-cash impairment charges on the Goose Mine and the Fekola Complex in 2024. Net income attributable to the shareholders of the Company was $402 million (net income attributable to shareholders of the Company of $0.30 per share) in 2025, compared to a net loss attributable to shareholders of $630 million (loss of $0.48 per share) in 2024. Adjusted net income attributable to the shareholders of the Company3 for the year ended December 31, 2025 was $612 million ($0.46 per share) compared to $207 million ($0.16 per share) in 2024. The Company generated net income for the fourth quarter of 2025 of $180 million compared to a net loss of $9 million for the fourth quarter of 2024. For the fourth quarter of 2025, the Company generated net income attributable to the shareholders of the Company of $171 million (net income attributable to shareholders of the Company of $0.13 per share) compared to a net loss attributable to the shareholders of the Company of $12 million (net loss attributable to shareholders of the Company of $0.01 per share) in the fourth quarter of 2024. Adjusted net income attributable to shareholders of the Company for the fourth quarter of 2025 was $147 million ($0.11 per share) compared to $17 million ($0.01 per share) in the fourth quarter of 2024.
Cash flow provided by operating activities was $896 million for the year ended December 31, 2025 compared to $878 million during 2024, an increase of $18 million, due mainly to higher gold revenues and higher working capital inflows in 2025 offset by $500 million of proceeds received from the Gold Prepay contracts in 2024, and higher long-term inventory and long-term value added tax outflows in 2025. During the year ended December 31, 2025, the Company paid $502 million (2024 - $360 million) of current income tax, withholding and other taxes in cash. Assuming an average gold price of $5,000 per ounce for 2026, total cash payments for current income tax, withholding and other taxes in 2026 are expected to be approximately $690 million, including estimated withholding taxes of $115 million on repatriation of funds through dividends from operating sites.
B2Gold continues to maintain a strong financial position and liquidity. At December 31, 2025, the Company had cash and cash equivalents of $380 million compared to cash and cash equivalents of $337 million at December 31, 2024. Working capital (defined as current assets less current liabilities) at December 31, 2025 was $68 million compared to $321 million at December 31, 2024. At December 31, 2025, the Company had $150 million drawn on the Company's $800 million revolving credit facility ("RCF") with $650 million remaining available for future draw downs. Subsequent to December 31, 2025, $100 million of the outstanding RCF balance was repaid, leaving $750 million available under the RCF for future draw downs.
On January 28, 2025, the Company issued convertible senior unsecured notes (the "Notes”) with an aggregate principal amount of $460 million. The Notes bear interest at a rate of 2.75% per annum, payable semi-annually on February 1st and August 1st of each year commencing from August 1, 2025 and mature on February 1, 2030. The initial conversion rate for the Notes is 315.2088 common shares of B2Gold (“Shares”) per $1,000 principal amount of Notes, equivalent to an initial conversion price of approximately $3.17 per Share. The initial conversion rate represented a premium of approximately 35% relative to the closing sale price of the Shares on January 23, 2025 and is subject to adjustment in certain events, including redemption of the Notes by the Company. The Company has the right to redeem the Notes in certain circumstances and holders have the right to require the Company to repurchase the Notes upon the occurrence of certain events. The Notes are the Company's senior unsecured obligations and rank equally with all of the Company's existing and future senior unsecured indebtedness. The Notes are effectively subordinated to all of the Company's existing and future secured indebtedness to the extent of the value of the collateral securing such indebtedness. The Notes are structurally subordinated to all existing and future liabilities, including trade payables, of the Company's subsidiaries.
On April 1, 2025, the Toronto Stock Exchange accepted the notice of the Company’s intention to implement a normal course issuer bid (the "NICB"), which became effective on April 3, 2025 and will expire no later than April 2, 2026. During the year ended December 31, 2025, the Company repurchased 2 million shares for $10 million under the NCIB. In early 2026, the Company repurchased a further 5 million shares for $24 million.
On July 14, 2025, the Company announced the results of a 2025 Gramalote Feasibility study which demonstrated that the Gramalote Project has a meaningful production profile, favorable metallurgical characteristics and positive project economics. The study assumes a mill with an annual processing rate of 6.0 million tonnes per annum, an initial open pit mine life of 11 years, and a processing life of 13 years. The study shows average annual grade processed over the first five years of 1.23 grams per ton ("g/t"), with a life of mine grade of 0.96 g/t and average annual gold production over the first five years of 227,000 ounces of gold per year, with life of mine average annual gold production of 177,000 ounces per year. Financial results include all-in sustaining costs of $985 per ounce over the life of the project, with an after tax net present value of $941 million and an internal rate of return of 22.4% assuming a $2,500 per ounce gold price.
On July 30, 2025, the State of Mali granted approval for the Company to commence underground operations, including stope ore production, at the Fekola Mine. Throughout 2024 and 2025, the Company has been carrying out underground exploration development work at the Fekola Mine in anticipation of the receipt of approval to commence underground operations, including stope ore production, at the Fekola Mine (the "Underground Mining Approval). This includes more than 9,300 meters of development work plus the installation of all required underground mining infrastructure. After receipt of the Underground Mining Approval, the Company commenced stope ore production at Fekola underground. Fekola underground performance has exceeded expectations since receipt of the underground mining approval in late July 2025, and is expected to ramp up
3 “Adjusted net income attributable to shareholders of the Company” is a non-IFRS measure; for a description of how we calculate this measure and a reconciliation from this measure to the most directly comparable measure specified, defined or determined under IFRS and presented in our financial statements, refer to “Non-IFRS Measures”
significantly in 2026 and subsequent years.
On September 15, 2025, the Company announced the approval of a development decision on the Antelope underground deposit at the Otjikoto Mine. Subsequent to the release of the Preliminary Economic Assessment (the "PEA") results for the Antelope deposit on February 4, 2025, the Company has completed further optimization work on a small-scale, low-cost, underground gold mine at Antelope, and believe that the estimated pre-production capital cost can be reduced from $129 million to $105 million. The majority of pre-production capital is estimated to be spent in 2026 and 2027, with production from Antelope having the potential to increase Otjikoto Mine gold production to approximately 110,000 ounces per year from 2029 through 2032. The PEA is preliminary in nature and is based on Inferred Mineral Resources that are considered too speculative geologically to have the engineering and economic considerations applied to them that would enable them to be categorized as Mineral Reserves, and there is no certainty that the PEA based on these Mineral Resources will be realized. Mineral Resources that are not Mineral Reserves do not have demonstrated economic viability.
The Goose Mine achieved commercial production on October 2, 2025, based on an internal commercial production measure of 30 consecutive days with an average mill throughput of 65% or greater of mill design capacity of 4,000 tonnes per day (“tpd”). From September 3, 2025 through October 2, 2025, the mill achieved an average throughput of 2,652 tpd, which represents 66% of design capacity.
During the year ended December 31, 2025, the Company’s Board of Directors ("Board") declared four quarterly cash dividends of $0.02 per common share each (or $0.08 per share on an annualized basis). The declaration and payment of future quarterly dividends remains at the sole discretion of the Board and will depend on the Company's financial results, cash requirements, future prospects and other factors deemed relevant by the Board.
During 2025, the Fekola Mine celebrated the significant milestone of 4 million ounces of gold produced since inception of the project. On February 3, 2026, the Fekola Mine also announced that it had reached an important safety milestone of operating for 2 years without a lost time injury incident.
During 2025, the Masbate Mine reached 3 million ounces of gold produced since the inception of the project (including production prior to its acquisition by B2Gold).
In February 2026, the Otjikoto Mine reached 2 million ounces of gold produced since the inception of the project.
Consolidated gold production for 2026 is expected to be between 820,000 and 970,000 ounces. The expected decrease in 2026 gold production relative to 2025 is predominantly due to a step down in production at the Otjikoto Mine following the completion of open pit mining in the Otjikoto Pit and expected lower production at the Fekola Complex as stripping of Phase 8 of the Fekola open pit continues, partially offset by the continued ramp up of the Goose Mine. Consolidated production in 2027 is expected to increase back to 2025 levels including steady state production for the Goose Mine for the full year. Consolidated cash operating cost guidance for the Fekola Complex, Masbate Mine, Goose Mine and Otjikoto Mine for 2026 is forecast to be between $1,155 and $1,280 per gold ounce and consolidated all-in sustaining cost guidance for the Fekola Complex, Masbate Mine, Goose Mine and Otjikoto Mine for 2026 is forecast to be between $2,400 and $2,580 per gold ounce, reflecting an investment in deferred stripping at the Fekola Mine and a partial ramp up year at the Goose Mine. Consolidated all-in sustaining cost guidance is based on an assumed realised gold price of $5,000 per ounce for 2026, resulting in total budgeted royalties and production taxes of approximately $485 million or approximately $525 per ounce sold. Each $100 per ounce change in the gold price is expected to impact consolidated all-in sustaining costs per ounce sold by approximately $12 per ounce.
REVIEW OF FINANCIAL RESULTS
Selected Quarterly and Full Year Financial and Operating Results
| Three months ended | Year ended | ||||
|---|---|---|---|---|---|
| December 31 | December 31 | ||||
| 2025 | 2024 | 2025 | 2024 | 2023 | |
| Gold revenue ($ in thousands) | 1,053,977 | 499,788 | 3,061,238 | 1,902,030 | 1,934,272 |
| Net income (loss) ($ in thousands) | 180,259 | (9,325) | 426,699 | (626,653) | 41,588 |
| Earnings (loss) per share – basic (1) ($/share) | 0.13 | (0.01) | 0.30 | (0.48) | 0.01 |
| Earnings (loss) per share – diluted (1) ($/share) | 0.11 | (0.01) | 0.28 | (0.48) | 0.01 |
| Cash provided by operating activities ($ in thousands) | 286,364 | 120,544 | 895,836 | 877,604 | 714,453 |
| Total assets ($ in thousands) | 5,879,316 | 4,813,998 | 5,879,316 | 4,813,998 | 4,874,619 |
| Non-current liabilities ($ in thousands) | 1,176,544 | 1,197,614 | 1,176,544 | 1,197,614 | 651,173 |
| Average realized gold price ($/ounce) | 3,718 | 2,661 | 3,299 | 2,373 | 1,946 |
| Adjusted net income(1)(2) ($ in thousands) | 147,251 | 17,433 | 611,853 | 206,542 | 347,203 |
| Adjusted earnings per share (1)(2) - basic ($) | 0.11 | 0.01 | 0.46 | 0.16 | 0.28 |
| Consolidated operations results: | |||||
| Gold sold including pre-commercial ounces sold from the Goose Mine (ounces) | 283,490 | 187,793 | 927,797 | 801,524 | 994,060 |
| Gold sold excluding pre-commercial ounces sold from the Goose Mine (ounces) | 283,490 | 187,793 | 920,112 | 801,524 | 994,060 |
| Gold produced including pre-commercial production from the Goose Mine (ounces) | 303,029 | 186,001 | 979,604 | 785,134 | 992,343 |
| Gold produced excluding pre-commercial production from the Goose Mine (ounces) | 303,029 | 186,001 | 965,050 | 785,134 | 992,343 |
| Production costs ($ in thousands) | 227,935 | 181,376 | 745,446 | 681,828 | 616,197 |
| Cash operating costs(2)(3) ($/gold ounce sold) | 804 | 966 | 800 | 851 | 620 |
| Cash operating costs(2)(3) ($/gold ounce produced) | 736 | 968 | 769 | 879 | 631 |
| Total cash costs(2)(3) ($/gold ounce sold) | 1,266 | 1,235 | 1,174 | 1,034 | 756 |
| All-in sustaining costs(2)(3) ($/gold ounce sold) | 1,754 | 1,668 | 1,584 | 1,463 | 1,199 |
| Operations results including equity investment in Calibre: | |||||
| Gold sold (ounces) | 283,490 | 187,793 | 927,797 | 821,168 | 1,062,785 |
| Gold produced (ounces) | 303,029 | 186,001 | 979,604 | 804,778 | 1,061,060 |
| Production costs ($ in thousands) | 227,935 | 181,376 | 745,446 | 706,954 | 683,963 |
| Cash operating costs(2)(3) ($/gold ounce sold) | 804 | 966 | 800 | 861 | 644 |
| Cash operating costs(2)(3) ($/gold ounce produced) | 736 | 968 | 769 | 889 | 654 |
| Total cash costs(2)(3) ($/gold ounce sold) | 1,266 | 1,235 | 1,174 | 1,041 | 776 |
| All-in sustaining costs(2)(3) ($/ounce gold sold) | 1,754 | 1,668 | 1,584 | 1,465 | 1,201 |
(1) Attributable to the shareholders of the Company.
(2) Non-IFRS measure. For a description of how these measures are calculated and a reconciliation of these measures to the most directly comparable measures specified, defined or determined under IFRS and presented in the Company’s financial statements, refer to “Non-IFRS Measures”.
(3) Cash operating costs per gold ounce sold, cash operating costs per gold ounce produced, total cash costs per gold ounce sold and all-in sustaining costs per gold ounce sold do not include the results of pre-commercial production or sales from the Goose Mine.
Annual results
Revenue
Consolidated gold revenue for the year ended December 31, 2025 was $3.06 billion on sales of 927,797 ounces (including $0.03 billion on sales of 7,685 ounces of pre-commercial sales from the Goose Mine) at an average realized gold price of $3,299 per ounce, compared to $1.90 billion on sales of 801,524 ounces at an average realized gold price of $2,373 per ounce in 2024. The increase in gold revenue for the year of 61% ($1.16 billion) was due to a 39% increase in the average realized gold price ($926 per ounce) and a 16% (126,273 ounces) increase in gold ounces sold. Consolidated gold revenue for the year ended December 31, 2025 includes $289 million ($2,181 per ounce sold) related to the delivery of 132,384 ounces under the Company’s Gold Prepay obligations. Revenues received under the Gold Prepay contracts entered into in January 2024 were initially deferred and are being recognized upon delivery of the underlying contract gold ounces over the period from July 2025 to June 2026.
For the year ended December 31, 2025, the Fekola Mine accounted for $1.74 billion (2024 - $0.95 billion) of gold revenue from the sale of 493,759 ounces (2024 - 404,458 ounces), the Masbate Mine accounted for $0.69 billion (2024 - $0.46 billion) of gold
revenue from the sale of 195,813 ounces (2024 - 193,270 ounces), the Otjikoto Mine accounted for $0.69 billion (2024 - $0.49 billion) of gold revenue from the sale of 198,602 ounces (2024 - 203,796 ounces) and the Goose Mine accounted for $0.17 billion of gold revenue from the sale of 39,623 ounces.
Production and operating costs
Consolidated gold production for 2025 was 979,604 ounces (including 14,554 ounces of pre-commercial production from the Goose Mine), slightly below the mid-point of the Company's guidance range of between 940,000 and 1,045,000 ounces. In 2025, the Fekola Complex (Fekola Mine and Fekola Regional), and the Masbate and Otjikoto mines continued their strong performance producing 926,434 ounces of gold, at the mid-point of their guidance range of between 890,000 and 965,000 ounces. For 2025, production from the Fekola, Masbate and Otjikoto mines were 4% (22,121 ounces), 9% (16,126 ounces) and 14% (24,139 ounces) higher than budget, respectively. Fekola Complex production for 2025 was 530,769 ounces, 0.4% (2,155 ounces) higher than budget, with Fekola Mine outperformance in 2025 was offset by no production achieved at Fekola Regional. Commercial production at the Goose Mine was achieved on October 2, 2025, after which it produced 38,616 ounces, which was 32% (18,513 ounces) below budget for the period (refer to "Review of Mining Operations and Development Projects" section below). In 2025, the Fekola, Masbate and Otjikoto Mines produced 35% (137,823 ounces), 1% (2,480 ounces) and 1% (997 ounces) more, respectively, than 2024.
For the year ended December 31, 2025, consolidated cash operating costs, excluding pre-commercial production from the Goose Mine (refer to "Non-IFRS Measures") were $769 per gold ounce produced ($800 per gold ounce sold), $178 (19%) per gold ounce produced lower than budget and $51 (6%) per gold ounce produced lower than 2024. Cash operating costs for the year ended December 31, 2025, were below the low end of the Company's guidance range of $795 to $855 per ounce. Cash operating costs per gold ounce produced for 2025 were lower than budget and 2024 mainly as a result of higher production and lower fuel costs in 2025.
Consolidated all-in sustaining costs (refer to “Non-IFRS Measures”) for the year ended December 31, 2025, excluding pre-commercial ounces sold from the Goose Mine, were $1,584 per gold ounce sold compared to $1,463 per gold ounce sold for 2024 and at the low end the Company's guidance range for 2025 of $1,575 to $1,635 per ounce sold. The increase in realized gold price compared to budget for the year resulted in additional royalties of $169 per gold ounce sold.
Depreciation and depletion
Depreciation and depletion expense, included in total cost of sales, was $441 million for the year ended December 31, 2025, compared to $367 million in 2024. The 20% increase in depreciation expense was mainly due to a 13% increase in gold ounces sold plus an increase in the depreciation expense for the Goose Mine upon it achieving commercial production in the fourth quarter of 2025.
Royalties and production taxes
Royalties and production taxes included in total cost of sales were $344 million for the year ended December 31, 2025, compared to $147 million for the year ended December 31, 2024. The 134% increase in royalties and production taxes was mainly due to a 49% increase in the average gold price realized by the Company's operating mines, a 16% increase in gold ounces sold and a full year of the increased royalties, revenue-based production taxes and State funds for the Fekola Mine.
Other
General and administrative ("G&A") costs related mainly to the Company’s head office in Vancouver, the Bamako office in Mali, the Makati office in the Philippines and the Windhoek office in Namibia. For the year ended December 31, 2025, G&A costs increased by $8 million to $67 million, primarily due to higher bank charges related to repatriation of funds from operating jurisdictions.
Share-based payment expense for the year ended December 31, 2025, was $25 million, consistent with $25 million for the same period in 2024.
The Company recorded an expense for non-recoverable input taxes of $14 million for the year ended December 31, 2025, compared to $13 million for the year ended December 31, 2024.
The Company reported $10 million in foreign exchange losses for the year ended December 31, 2025, compared to foreign exchange losses of $24 million in 2024, reflecting impact of the strengthening of the Malian currency against the United States dollar.
For the year ended December 31, 2025, the Company's estimate of its share of its associates' net income was approximately $(1) million compared to $3 million in 2024.
Other operating expenses for the year ended December 31, 2025, were $14 million compared to $29 million in 2024 as the prior-year included $17 million for a regulatory dispute settlement in Mali.
The Company reported $38 million in interest and financing expense for the year ended December 31, 2025 compared to $35 million in 2024. Financing costs associated with the Notes in 2025 were partially offset by interest capitalized to the construction of qualifying assets, including the Goose Mine. For the year ended December 31, 2025, the Company recorded interest income of $12 million compared to $21 million in 2024.
The Company reported a loss on change in fair value of the gold stream obligation of $118 million for the year ended December 31, 2025, resulting primarily from increases in the gold forward curve prices, compared to a loss of $27 million for the year ended December 31, 2024.
Other non-operating income for the year ended December 31, 2025 was $5 million compared to an other non-operating expense for the year ended December 31, 2024 of $8 million. Non-operating income for the year ended December 31, 2025, was mainly related to gains on amortization of the flow-through share liability versus a $7 million expected credit loss on the loan to an associate during the same period in 2024.
For the year ended December 31, 2024, the Company recorded impairment charges totalling $876 million relating to the Fekola Complex of $194 million (pre-tax $215 million less $21 million deferred tax recovery) and the Goose Mine of $661 million.
For the year ended December 31, 2024, the Company recorded a $56 million gain on sale of mining interests in relation to the royalty portfolio sale to Versamet and recorded a $17 million gain on sale of shares in associate in relation to the sale of Calibre shares.
Current income tax, withholding and other taxes
For the year ended December 31, 2025, the Company recorded a net current income, withholding and other taxes expense of $695 million compared to $320 million in 2024, consisting of current income tax of $459 million (2024 - $264 million), the 20% priority dividend to the State of Mali of $117 million (2024 - $26 million) and withholding tax (on intercompany dividends and management fees) of $119 million (2024 - $29 million). The priority dividend is accounted for as an income tax in accordance with IAS 12, Income Taxes. Compared to 2024, current tax expense for 2025 was higher mainly as a result of higher net income at all sites as a result of higher revenues from a higher gold price and more gold ounces sold. In addition, withholding taxes were higher during the year ended December 31, 2025, as the Company repatriated more funds through dividends from operating sites than in 2024. For the year ended December 31, 2025, the Company recorded a deferred income tax recovery of $145 million compared to a deferred income tax recovery of $2 million in 2024. The majority of the deferred income tax recovery is a result of the weakening of the United States dollars versus the Malian and Namibian currencies, lower deferred income tax expense for temporary differences and changes in estimates for the recoverability of future income tax assets.
For the year ended December 31, 2025, the Company generated net income of $427 million compared to a net loss of $627 million in 2024 including net income attributable to the shareholders of the Company of $402 million ($0.30 per share) compared to a net loss attributable to the shareholders of the Company of $630 million ($0.48 per share) in 2024. Adjusted net income attributable to the shareholders of the Company (refer to “Non-IFRS Measures”) for the year ended December 31, 2025 was $612 million ($0.46 per share) compared to $207 million ($0.16 per share) in 2024. Adjusted net income for the year ended December 31, 2025 excluded unrealised losses on derivative instruments of $236 million, loss on change in fair value of the gold stream obligation of $118 million and deferred income tax recovery of $142 million.
Cash flow provided by operating activities was $896 million for the year ended December 31, 2025 compared to $878 million during 2024, an increase of $18 million, due mainly to higher gold revenues and higher working capital inflows in 2025 offset by $500 million of proceeds received from the Gold Prepay contracts in 2024, and higher long-term inventory and long-term value added tax outflows in 2025. During the year ended December 31, 2025, the Company paid $502 million (2024 - $360 million) of current income tax, withholding and other taxes in cash. Assuming an average gold price of $5,000 per ounce for 2026, total cash payments for current income tax, withholding and other taxes in 2026 are expected to be approximately $690 million, including estimated withholding taxes of $115 million on repatriation of funds through dividends from operating sites.
B2Gold continues to maintain a strong financial position and liquidity. At December 31, 2025, the Company had cash and cash equivalents of $380 million compared to cash and cash equivalents of $337 million at December 31, 2024. Working capital (defined as current assets less current liabilities) at December 31, 2025 was $68 million compared to $321 million at December 31, 2024. At December 31, 2025, the Company had $150 million drawn on the Company's $800 million RCF with $650 million remaining available for future draw downs. Subsequent to December 31, 2025, $100 million of the outstanding RCF balance was repaid, leaving $750 million available under the RCF for future draw downs.
Fourth quarter 2025 and 2024
Revenue
For the fourth quarter of 2025, consolidated gold revenue was $1.05 billion on sales of 283,490 ounces at an average realized gold price of $3,718 per ounce, compared to $0.50 billion on sales of 187,793 ounces at an average realized gold price of $2,661 per ounce in the fourth quarter of 2024. The increase in gold revenue for the fourth quarter of 111% ($0.55 billion) was due to a 40% increase in the average realized gold price ($1,057 per ounce) and a 51% (95,697 ounces) increase in gold ounces sold.
Consolidated gold revenue for the quarter ended December 31, 2025 includes $145 million ($2,186 per ounce sold) related to the delivery of 66,192 ounces under the Company’s Gold Prepay obligations. Revenues received under the Gold Prepay contracts entered into in January 2024 were initially deferred and are being recognized upon delivery of the underlying contract gold ounces over the period from July 2025 to June 2026.
In the fourth quarter of 2025, the Fekola Mine accounted for $639 million (fourth quarter of 2024 - $230 million) of gold revenue from the sale of 153,407 ounces (fourth quarter of 2024 - 86,453 ounces), the Masbate Mine accounted for $199 million (fourth quarter of 2024 - $136 million) of gold revenue from the sale of 47,420 ounces (fourth quarter of 2024 - 51,010 ounces), the Otjikoto Mine accounted for $212 million (fourth quarter of 2024 - $134 million) of gold revenue from the sale of 50,725 ounces (fourth quarter of 2024 - 50,330 ounces) and the Goose Mine accounted for $137 million of gold revenue from the sale of 31,938 ounces.
Production and operating costs
In the fourth quarter of 2025, B2Gold’s consolidated gold production was 303,029 ounces, 1% (2,516 ounces) lower than budget but 63% (117,028 ounces) higher than the fourth quarter of 2024. In the fourth quarter of 2025, the Fekola, Masbate and Otjikoto mines were 10% (14,984 ounces), 9% (4,150 ounces) and 45% (15,723 ounces), respectively, above budget. Fekola Complex production in the fourth quarter of 2025 was 163,720 ounces, 2% (3,876 ounces) lower than budget, with Fekola Mine outperformance in the fourth quarter of 2025 offset by no production achieved at Fekola Regional. Commercial production at the Goose Mine was achieved on October 2, 2025, after which it produced 38,616 ounces, which was 32% (18,513 ounces) below budget for the quarter. In the fourth quarter of 2025, the Fekola and Masbate mines were 95% (79,705 ounces) and 1% (366 ounces), respectively, higher than the fourth quarter of 2024. Gold production at the Otjikoto Mine was 3% (1,659 ounces) below the fourth quarter of 2024.
In the fourth quarter of 2024, consolidated cash operating costs (refer to "Non-IFRS Measures") were $736 per gold ounce produced ($804 per gold ounce sold), $192 (21%) per gold ounce produced below budget and $232 (24%) per gold ounce produced lower than the fourth quarter of 2024. Consolidated cash operating costs per ounce for the fourth quarter of 2025 were lower than budget and the fourth quarter of 2024 primarily as a result of higher production and lower fuel costs in the fourth quarter of 2025.
Consolidated all-in sustaining costs (refer to "Non-IFRS Measures") for the fourth quarter of 2025 were $1,754 per gold ounce sold, $220 (14%) per ounce sold higher than the budget of $1,534 per gold ounce sold and higher than $1,668 per gold ounce sold for the fourth quarter of 2024. Consolidated all-in sustaining costs for the fourth quarter of 2025 were higher than budget, and the fourth quarter of 2024, as a result of higher than budgeted royalties resulting from a higher than budgeted gold price.
Depreciation and depletion
Depreciation and depletion expense included in total cost of sales was $144 million in the fourth quarter of 2025 compared to $94 million in the fourth quarter of 2024. The 53% increase in depreciation expense compared to the fourth quarter of 2024 was primarily due to a 51% increase in the gold ounces sold plus an increase in the depreciation expense for the Goose Mine upon it achieving commercial production partially offset by lower per ounce depreciation for the Otjikoto Mine following the completion of open pit mining.
Royalties and production taxes
Royalties and production taxes included in total cost of sales were $131 million for the fourth quarter of 2025 compared to $51 million in the fourth quarter of 2024. The 157% increase in royalties and production taxes resulted mainly from a 57% increase in the average gold price realized by the Company's operating mines and 51% higher gold ounces sold in the fourth quarter of 2025.
Other
G&A for the fourth quarter of 2025 of $24 million which was $5 million higher than the fourth quarter of 2024, primarily due to higher bank charges related to repatriation of funds from operating jurisdictions and the impact of a weaker United States dollar.
Share-based payment expense for the fourth quarter of 2025 was $4 million, $6 million lower than the fourth quarter of 2024. The lower share-based payment expense resulted from the issuance of the remaining shares from the Company's incentive trust in the fourth quarter of 2024.
The Company recorded foreign exchange losses of $14 million for the fourth quarter of 2025 compared to $16 million for the fourth quarter of 2024.
Other operating income for the fourth quarter of 2025 was $3 million compared to income of $5 million in the fourth quarter of 2024.
The Company reported $22 million in interest and financing expense for the fourth quarter of 2025 compared to $11 million in the fourth quarter of 2024. The higher interest and financing expense for the fourth quarter of 2025 compared with the fourth quarter of 2024 was primarily a result of financing costs associated with the Notes combined with lower levels of interest capitalization due to the Goose Mine declaring commercial production in the fourth quarter of 2025. For the fourth quarter of 2025, the Company recorded interest income of $3 million compared to $4 million in the fourth quarter of 2024.
The Company reported a loss on change in fair value of the gold stream obligation of $38 million for the fourth quarter of 2025, resulting primarily from increases in the gold forward curve prices, compared to a loss of $6 million for the fourth quarter of 2024.
Other non-operating income for the fourth quarter of 2025 was $2 million compared to other non-operating expense for the fourth quarter of 2024 of $10 million. The fourth quarter of 2024 included an expense of a $7 million for an expected credit loss on the Company's loan to an associate.
For the fourth quarter of 2025, the Company recorded a net current income, withholding and other taxes expense of $304 million compared to $87 million in the fourth quarter of 2024, consisting of current income tax of $174 million (fourth quarter of 2024 - $49 million), the 20% priority dividend to the State of Mali of $53 million (fourth quarter of 2024 - $16 million) and withholding tax (on dividends from subsidiaries and management fees) of $78 million (fourth quarter of 2024 - $22 million). The priority dividend is accounted for as an income tax in accordance with IAS 12, Income Taxes. During the fourth quarter of 2024, the priority dividend rate increased from 10% to 20% retroactive to the beginning of the year. Compared to the fourth quarter of 2024, current income, withholding and other tax expense for the fourth quarter of 2025 was $217 million higher mainly because of higher income in the fourth quarter of 2025 driven by higher ounces sold, higher gold prices and higher funds repatriated through dividends from operating sites which attracted withholding taxes. For the fourth quarter of 2025, the Company recorded a deferred income tax recovery of $125 million compared to a deferred income tax expense of $31 million in the fourth quarter of 2024. The increased deferred income tax expense in the fourth quarter of 2025 was primarily due to higher deferred income tax for temporary differences, changes in estimates for the recoverability of future income tax assets and higher foreign exchange impacts due to the strengthening of the Namibian and Malian currencies.
Net income for the fourth quarter of 2025 was $180 million compared to a net loss of $9 million for the fourth quarter of 2024. For the fourth quarter of 2025, the Company generated net income attributable to the shareholders of the Company of $171 million ($0.13 per share) compared to a net loss attributable to the shareholders of the Company of $12 million ($0.01 per share) in the fourth quarter of 2024. Adjusted net income attributable to shareholders of the Company (refer to “Non-IFRS Measures”) for the fourth quarter of 2025 was $147 million ($0.11 per share) compared to $17 million ($0.01 per share) in the fourth quarter of 2024. Adjusted net income in the fourth quarter of 2025 excluded unrealised losses on derivative instruments of $64 million, a loss on the change in fair value of gold stream obligation of $38 million and deferred income tax recovery of $125 million.
REVIEW OF MINING OPERATIONS AND DEVELOPMENT PROJECTS
Fekola Complex - Mali
| Three months ended | Year ended | |||
|---|---|---|---|---|
| December 31 | December 31 | |||
| 2025 | 2024 | 2025 | 2024 | |
| Gold revenue ($ in thousands) | 639,133 | 229,779 | 1,743,698 | 951,676 |
| Gold sold (ounces) | 153,407 | 86,453 | 493,759 | 404,458 |
| Average realized gold price ($/ounce) | 4,166 | 2,658 | 3,531 | 2,353 |
| Tonnes of ore milled | 2,402,312 | 2,442,390 | 9,763,519 | 9,891,717 |
| Grade (grams/tonne) | 2.29 | 1.17 | 1.84 | 1.34 |
| Recovery (%) | 92.4 | 91.9 | 91.8 | 92.6 |
| Gold production (ounces) | 163,720 | 84,015 | 530,769 | 392,946 |
| Production costs ($ in thousands) | 118,511 | 107,778 | 408,105 | 384,221 |
| Cash operating costs(1) ($/gold ounce sold) | 773 | 1,247 | 827 | 950 |
| Cash operating costs(1) ($/gold ounce produced) | 642 | 1,192 | 772 | 990 |
| Total cash costs(1) ($/gold ounce sold) | 1,490 | 1,684 | 1,389 | 1,198 |
| All-in sustaining costs(1) ($/gold ounce sold) | 1,903 | 2,237 | 1,804 | 1,723 |
| Capital expenditures ($ in thousands) | 50,175 | 59,571 | 222,670 | 257,776 |
| Exploration ($ in thousands) | 609 | 1,292 | 609 | 4,428 |
(1)Non-IFRS measure. For a description of how these measures are calculated and a reconciliation of these measures to the most directly comparable measures specified, defined or determined under IFRS and presented in the Company’s financial statements, refer to “Non-IFRS Measures”.
The Fekola Complex is comprised of the Fekola Mine (Medinandi permit hosting the Fekola and Cardinal open pits and Fekola underground), owned 80% by B2Gold and 20% by the State of Mali, and Fekola Regional (Anaconda Area comprised of the consolidated Menankoto permit and the Dandoko permit), which will be owned 65% by B2Gold and 35% by the State of Mali. Fekola Regional is located approximately 20 kilometers from the Fekola Mine. Delays in the receipt of the Fekola Regional exploitation permit resulted in no mining activity from Fekola Regional in 2025.
The Fekola Mine produced 530,769 ounces of gold for the full year 2025, 22,121 ounces (4%) higher than budget and still within the overall Fekola Complex (Fekola Mine and Fekola Regional) guidance range of between 515,000 and 550,000 ounces. Production for the year ended December 31, 2025 was 35% (137,823 ounces) higher compared to 2024. The Fekola Complex production budget and guidance ranges for 2025 assumed approximately 20,000 ounces of production from Fekola Regional. However, the Fekola Mine's outperformance compared to budget resulted in Fekola Complex production which was close to the mid-point of its guidance range. The significantly higher gold production in 2025 as compared to 2024 was due to the initial processing of ore from the Fekola underground mine which commenced production in the third quarter of 2025, as well as, much higher ore production from Fekola Phase 7 during 2025. Fekola underground produced 25,230 ounces in 2025, with significant ramp up expected in 2026 and subsequent years. For the year ended December 31, 2025, mill feed grade was 1.84 g/t compared to budget of 1.83 g/t and 1.34 g/t in 2024; mill throughput was 9.76 million tonnes compared to budget of 9.31 million tonnes and 9.89 million tonnes in 2024; and gold recovery averaged 91.8% compared to budget of 93.4% and 92.6% in 2024. Recoveries were lower due to a coarser grind size required to operate the mill at a higher throughput. In the fourth quarter of 2025, the Fekola Mine in Mali produced 163,720 ounces of gold, 10% (14,984 ounces) higher than budgeted and 95% (79,705 ounces) higher compared to the fourth quarter of 2024. The significantly higher gold production during the fourth quarter 2025 as compared to the fourth quarter of 2024 was as a result of the same reasons as higher annual production outlined above. For the fourth quarter of 2025, mill feed grade was 2.29 g/t compared to budget of 2.26 g/t and 1.17 g/t in the fourth quarter of 2024; mill throughput was 2.40 million tonnes compared to budget of 2.21 million tonnes and 2.44 million tonnes in the fourth quarter of 2024; and gold recovery averaged 92.4% compared to budget of 94.0% and 91.9% in the fourth quarter of 2024. During the third quarter of 2025, the Fekola Mine celebrated the significant milestone of 4 million ounces of gold produced since inception of the mine. On February 3, 2026, the Fekola Mine also achieved a significant safety milestone, celebrating 2 years of operating without a lost time injury incident.
For the year ended December 31, 2025, the Fekola Mine's cash operating costs (refer to “Non-IFRS Measures”) of $772 per ounce produced ($827 per gold ounce sold) were within the Fekola Complex guidance range of between $740 to $800 per ounce and $70 (8%) per ounce produced lower than budget. Cash operating costs per ounce produced for the year were lower than budget as a result of higher than budgeted gold production, lower operating costs including lower fuel prices for diesel and heavy fuel oil ("HFO"), lower site general costs, and lower underground mining costs due to the timing of receipt of the underground permit approval. Cash operating costs for 2025 were $218 (22%) per ounce produced lower than in 2024 due to higher production. Fekola’s cash operating costs for the fourth quarter of 2025 were $642 per gold ounce produced ($773 per gold ounce sold), $40 (6%) per ounce produced lower than budget and $550 (46%) per gold ounce produced lower than the fourth quarter of 2024.
All-in sustaining costs (refer to “Non-IFRS Measures”) for the Fekola Mine for the year ended December 31, 2025 were $1,804 per gold ounce sold, higher than the Fekola Complex guidance range of between $1,670 and $1,730 per ounce. For the year ended December 31, 2024, all-in sustaining costs were $1,723 per gold ounce sold. All-in sustaining costs for the year ended December 31, 2025 were above the Fekola Mine's guidance range as a result of lower than budgeted gold ounces sold and higher than budgeted royalties resulting from a higher than budgeted gold price. The increase in realized gold price compared with budget for the year resulted in additional royalties of $272 per ounce sold. Gold sales were below budget due to the timing of shipments. The Fekola Mine shipped approximately 20,500 ounces close to the end of the year that were subsequently sold in early January 2026. All-in sustaining costs for the fourth quarter of 2025 were $1,903 per gold ounce sold compared to a budget of $1,262 per gold ounce sold and $2,237 per gold ounce sold in the fourth quarter of 2024.
Capital expenditures for the year ended December 31, 2025, totalled $223 million, primarily consisting of $84 million for deferred stripping, $57 million for Fekola underground development, $55 million for mobile equipment purchases and rebuilds, $10 million for the construction of a new tailings storage facility ("TSF"), $4 million for power plant rebuilds and $3 million for solar plant expansion. Capital expenditures in the fourth quarter of 2025 totalled $50 million, primarily consisting of $20 million for deferred stripping, $6 million for Fekola underground development, $19 million for mobile equipment purchases and rebuilds, $2 million for power plant rebuilds and $1 million for the construction of a new TSF.
During the year ended December 31, 2025, the Company received refunds of approximately $65 million in VAT receivables from the Government of Mali by way of offsets against income tax installments.
On July 30, 2025, the State of Mali granted the Underground Mining Approval for the Company to commence underground operations, including stope ore production, at the Fekola Mine. Throughout 2024 and 2025, the Company had been carrying out underground exploration development work at the Fekola Mine in anticipation of the receipt of approval to commence underground operations, including stope ore production, at the Fekola Mine. This includes more than 9,300 meters of development work plus the installation of all required underground mining infrastructure. After receipt of the Underground Mining Approval, the Company commenced stope ore production at Fekola underground and production is expected to ramp up significantly in 2026 and subsequent years.
The development of Fekola Regional has the potential to enhance the Fekola Complex production profile and extend the life of the Complex. The Company now expects to receive the Fekola Regional exploitation permit during the first quarter of 2026. Upon receipt of the exploitation permit for Fekola Regional, mining pre-stripping activities will commence immediately for a period
of three months, followed by initial gold production expected to commence in the second half 2026. Importantly, the haul road from Fekola Regional to the Fekola Mine is operational as construction of the haul roads and mining infrastructure (warehouse, workshop, fuel depot and offices) was completed on schedule in 2023. Fekola Regional gold production is expected to ramp up to average approximately 180,000 ounces per year over its first five years of full production from 2027 through 2031, with a mine life expected to extend well into the 2030’s.
The Fekola Complex in Mali is expected to produce between 410,000 and 460,000 ounces of gold in 2026 at cash operating costs of between $1,060 and $1,160 per ounce produced and all-in sustaining costs of between $2,670 and $2,820 per ounce sold. Fekola Regional is anticipated to contribute between 60,000 and 80,000 ounces to the Fekola Complex gold production in 2026 through the trucking of open pit ore to the Fekola mill once the exploitation permit has been received. Gold production at the Fekola Complex is expected to be relatively consistent throughout the year as production from Fekola Regional is expected to ramp up in the second half of the year and will offset decreased production from Fekola Phase 7 as the Fekola pit begins to transition to Phase 8. All-in sustaining cost guidance for the Fekola Complex is based on an assumed realised gold price of $5,000 per ounce for 2026, resulting in total budgeted royalties and production taxes of approximately $410 million or approximately $910 per ounce sold. Each $100 per ounce change in the gold price is expected to impact the Fekola Complex all-in sustaining costs by approximately $23 per ounce.
The Fekola Complex is projected to process 9.57 million tonnes of ore during 2026 at an average grade of 1.57 g/t gold with a process gold recovery of 92.4%.
Capital expenditures in 2026 for the Fekola Complex are expected to total approximately $280 million. Approximately $278 million is expected to be classified as sustaining capital expenditures and $2 million is expected to be classified as non-sustaining. Sustaining capital expenditures are expected to include approximately: $137 million for deferred stripping, $41 million for mobile equipment rebuilds, $33 million for mining equipment, $19 million for underground development, $17 million for TSF construction, $5 million for power plant rebuilds, $11 million for other mining costs, and $12 million for general site expenses. Non-sustaining capital expenditures include $2 million for relocation projects at Fekola Regional.
Masbate Mine – Philippines
| Three months ended | Year ended | |||
|---|---|---|---|---|
| December 31 | December 31 | |||
| 2025 | 2024 | 2025 | 2024 | |
| Gold revenue ($ in thousands) | 198,919 | 135,976 | 687,251 | 464,141 |
| Gold sold (ounces) | 47,420 | 51,010 | 195,813 | 193,270 |
| Average realized gold price ($/ounce) | 4,195 | 2,666 | 3,510 | 2,402 |
| Tonnes of ore milled | 2,190,866 | 2,190,610 | 8,830,995 | 8,600,241 |
| Grade (grams/tonne) | 0.91 | 0.95 | 0.89 | 0.96 |
| Recovery (%) | 78.0 | 74.1 | 78.0 | 72.8 |
| Gold production (ounces) | 49,900 | 49,534 | 196,526 | 194,046 |
| Production costs ($ in thousands) | 40,368 | 38,392 | 162,484 | 161,462 |
| Cash operating costs(1) ($/gold ounce sold) | 851 | 753 | 830 | 835 |
| Cash operating costs(1) ($/gold ounce produced) | 813 | 835 | 813 | 838 |
| Total cash costs(1) ($/gold ounce sold) | 1,078 | 897 | 1,018 | 974 |
| All-in sustaining costs(1) ($/gold ounce sold) | 1,230 | 1,102 | 1,239 | 1,155 |
| Capital expenditures ($ in thousands) | 6,109 | 9,534 | 41,257 | 29,763 |
| Exploration ($ in thousands) | 1,086 | 610 | 2,639 | 3,649 |
(1)Non-IFRS measure. For a description of how these measures are calculated and a reconciliation of these measures to the most directly comparable measures specified, defined or determined under IFRS and presented in the Company’s financial statements, refer to “Non-IFRS Measures”.
The Masbate Mine in the Philippines continued its strong operational performance in 2025, producing 196,526 ounces of gold, within its guidance range of 190,000 to 210,000 ounces. Gold production for the year ended December 31, 2025, was 16,126 ounces (9%) higher than budget and 2,480 ounces (1%) higher than the same period of 2024. The higher than budget gold production was due to better mill productivity, partially offset by lower than expected recoveries, due to a change in mining sequences. For the year ended December 31, 2025, mill feed grade was 0.89 g/t compared to budget of 0.88 g/t and 0.96 g/t in 2024; mill throughput was a record 8.83 million tonnes compared to budget of 8.00 million tonnes and 8.60 million tonnes in 2024; and gold recovery averaged 78.0% compared to budget of 79.9% and 72.8% in 2024. In the fourth quarter of 2025, Masbate produced 49,900 ounces of gold 9% (4,150 ounces) above budget and 1% (366 ounces) above the same period in 2024. Fourth quarter of 2025 gold production was higher than budget, due to higher throughput. Compared to the fourth quarter of 2024, the fourth quarter of 2025 was in line as lower gold grade was offset by higher recoveries. Fourth quarter of 2025 mill feed grade was 0.91 g/t compared to budget of 0.90 g/t and 0.95 g/t in the fourth quarter of 2024; mill throughput was 2.19 million tonnes compared to budget of 1.97 million tonnes and 2.19 million tonnes in the fourth quarter of 2024; and gold recovery averaged 78.0% compared to budget of 80.4% and 74.1% in the fourth quarter of 2024.
The Masbate Mine’s cash operating costs (refer to “Non-IFRS Measures”) for the year ended December 31, 2025, were $813 per ounce produced ($830 per gold ounce sold), were well below the lower end of its guidance range of between $850 and $910 per ounce. Cash operating costs per ounce produced for the year ended December 31, 2025, were 18% ($181 per ounce) below budget and 3% ($25 per ounce) lower than the year ended December 31, 2024. Cash operating costs per gold ounce produced for the year ended December 31, 2025, were below budget primarily due to higher than budgeted gold production (as a result of higher throughput) and lower than anticipated mining and processing costs including the impact of lower fuel costs. The Masbate Mine's cash operating costs for the fourth quarter of 2025 were $813 per gold ounce produced ($851 per gold ounce sold) which was $149 (15%) per ounce produced lower than budget and $22 (3%) per ounce produced lower than the fourth quarter of 2024. The reasons for the variances in cash operating costs per ounce produced for the fourth quarter of 2025 compared to budget and the fourth quarter of 2024 are consistent with those noted for the year ended December 31, 2025.
All-in sustaining costs (refer to “Non-IFRS Measures”) for the Masbate Mine for the year ended December 31, 2025, were $1,239 per gold ounce sold, below the lower end of its guidance range of between $1,245 and $1,305 per ounce sold but above the $1,155 per gold ounce sold for the year ended December 31, 2024. All-in sustaining costs for the year ended December 31, 2025 were lower than the guidance range as a result of higher than budgeted gold ounces sold and lower than budgeted cash operating costs described above, partially offset by higher gold royalties resulting from a higher than budgeted average realized gold price. The increase in realized gold price compared with budget for the year resulted in additional royalties of $57 per ounce sold. All-in sustaining costs for the fourth quarter of 2025 were $1,230 per gold ounce sold compared to a budget of $1,300 per gold ounce sold and $1,102 per gold ounce sold in the fourth quarter of 2024. All-in sustaining costs for the fourth quarter of 2025 were below budget for the same reasons as the full year of 2025 outlined above.
Capital expenditures totalled $41 million in 2025, primarily consisting of $10 million for deferred stripping, $7 million for a solar plant, $5 million for process plant rebuilds, $7 million for mobile equipment purchases and rebuilds, $4 million for land acquisitions and $3 million for expansion of the existing TSF. Capital expenditures for the fourth quarter of 2025 totalled $6 million, primarily consisting of $1 million for process plant rebuilds, $1 million for land acquisitions, and $2 million for mobile equipment purchases and rebuilds.
The Masbate Mine in the Philippines is expected to produce between 170,000 and 190,000 ounces of gold in 2026 at cash operating costs of between $900 and $1,000 per ounce produced and all-in sustaining costs of between $1,430 and $1,580 per ounce sold. Gold production at Masbate is expected to be relatively consistent throughout 2026. All-in sustaining cost guidance for the Masbate Mine is based on an assumed realised gold price of $5,000 per ounce for 2026, resulting in total budgeted royalties and production taxes of approximately $45 million or approximately $240 per ounce sold. Masbate is projected to process 8.2 million tonnes of ore at an average grade of 0.93 g/t gold with a process gold recovery of 74.9%. Mill feed will be a blend of mined fresh, transitional and ore from the Main Vein, Blue Quartz and Old Lady pits, as well as low-grade ore from stockpiles.
Capital expenditures in 2026 for the Masbate Mine are expected to total $61 million. Approximately $49 million are expected to be classified as sustaining capital expenditures and $12 million are expected to be classified as non-sustaining capital expenditures. Sustaining capital expenditures are expected to include $11 million for deferred stripping, $17 million for mobile equipment rebuilds and replacements, $8 million for continued construction of the solar plant, $7 million for tailings storage facility construction, $3 million for land acquisitions, $3 million for process plant rebuilds, and $1 million for general site capital projects. Non-sustaining capital expenditures are comprised of $9 million of land acquisition costs and $3 million of development costs for the Pajo project.
Otjikoto Mine - Namibia
| Three months ended | Year ended | |||
|---|---|---|---|---|
| December 31 | December 31 | |||
| 2025 | 2024 | 2025 | 2024 | |
| Gold revenue ($ in thousands) | 211,775 | 134,034 | 685,069 | 486,213 |
| Gold sold (ounces) | 50,725 | 50,330 | 198,602 | 203,796 |
| Average realized gold price ($/ounce) | 4,175 | 2,663 | 3,449 | 2,386 |
| Tonnes of ore milled | 836,850 | 788,536 | 3,436,347 | 3,338,384 |
| Grade (grams/tonne) | 1.91 | 2.10 | 1.83 | 1.87 |
| Recovery (%) | 98.7 | 98.6 | 98.7 | 98.6 |
| Gold production (ounces) | 50,793 | 52,452 | 199,139 | 198,142 |
| Production costs ($ in thousands) | 33,653 | 35,206 | 130,327 | 136,145 |
| Cash operating costs(1) ($/gold ounce sold) | 663 | 700 | 656 | 668 |
| Cash operating costs(1) ($/gold ounce produced) | 716 | 733 | 658 | 699 |
| Total cash costs(1) ($/gold ounce sold) | 831 | 806 | 794 | 763 |
| All-in sustaining costs(1) ($/gold ounce sold) | 1,085 | 913 | 969 | 951 |
| Capital expenditures ($ in thousands) | 11,298 | 2,714 | 24,005 | 28,842 |
| Exploration ($ in thousands) | 1,700 | 2,634 | 8,133 | 7,825 |
(1)Non-IFRS measure. For a description of how these measures are calculated and a reconciliation of these measures to the most directly comparable measures specified, defined or determined under IFRS and presented in the Company’s financial statements, refer to “Non-IFRS Measures”.
The Otjikoto Mine in Namibia, in which the Company holds a 90% interest, produced 199,139 ounces of gold in 2025, near the high end of its guidance range of between 185,000 and 205,000 ounces. Gold production for the year was 14% (24,139 ounces) above budget and 1% (997 ounces) higher compared to 2024. Gold production for the year ended December 31, 2025, was higher than both budget and 2024 as a result of higher throughput. Gold grade was higher than budget but slightly lower than 2024. For the year ended December 31, 2025, mill feed grade was 1.83 g/t compared to budget of 1.63 g/t and 1.87 g/t in 2024; mill throughput was 3.44 million tonnes compared to budget of 3.40 million tonnes and 3.34 million tonnes in 2024; and gold recovery averaged 98.7% compared to budget of 98.0% and 98.6% in 2024. In the fourth quarter of 2025, the Otjikoto Mine produced 50,793 ounces of gold which was 45% (15,723 ounces) above budget but 3% (1,659 ounces) lower than the fourth quarter of 2024. Gold production in the fourth quarter of 2025 was higher than budget due to the continued processing of high-grade open pit ore stockpiles after the completion of open pit mining activities in the Otjikoto pit in October 2025. For the fourth quarter of 2025, mill feed grade was 1.91 g/t compared to budget of 1.30 g/t and 2.10 g/t in the fourth quarter of 2024; mill throughput was 0.84 million tonnes compared to budget of 0.86 million tonnes and 0.79 million tonnes in the fourth quarter of 2024; and gold recovery averaged 98.7% compared to budget of 98.0% and 98.6% in the fourth quarter of 2024.
The Otjikoto Mine's cash operating costs (refer to “Non-IFRS Measures”) for the year ended December 31, 2025, were $658 per gold ounce produced ($656 per gold ounce sold), below the mid-point of the guidance range of between $635 and $695 per ounce produced. Cash operating costs per ounce produced for the year ended December 31, 2025, were 10% ($74 per ounce) below budget and 6% ($41 per ounce) below the year-ended December 31, 2024. For the fourth quarter of 2024, the Otjikoto Mine's cash operating costs were $716 per gold ounce produced ($663 per ounce gold sold), compared to a budget of $946 per ounce produced. Lower than budget cash operating costs per ounce produced for the fourth quarter and year ended December 31, 2025, were driven by higher than budgeted gold ounces produced as noted above.
All-in sustaining costs (refer to “Non-IFRS Measures”) for the Otjikoto Mine for the year ended December 31, 2025 were $969 per gold ounce sold at the low end of its guidance range of $965 to $1,025 per ounce sold but slightly higher compared to $951 per gold ounce sold in 2024. All-in sustaining costs for the year ended December 31, 2025, were at the low-end of the guidance range as a result of higher than budgeted gold ounces sold and lower than budgeted sustaining capital expenditures, partially offset by higher gold royalties resulting from a higher than budgeted average realized gold price. The lower sustaining capital expenditures for 2025 were $8 million below budget mainly a result of lower than budgeted underground development. The increase in realized gold price compared with budget for the year resulted in additional royalties of $48 per ounce sold. All-in sustaining costs for the fourth quarter of 2025 were $1,085 per gold ounce sold, below budget of $1,254 per gold ounce sold but higher than $913 per gold ounce sold in the fourth quarter of 2024.
Capital expenditures totalled $24 million in 2025, consisting mainly of $11 million for Wolfshag underground development, $5 million for TSF expansion, $4 million of Antelope development costs and $3 million of mobile equipment rebuild costs. Capital expenditures for the fourth quarter of 2025 totalled $11 million, primarily consisting of $4 million for Wolfshag underground development, $4 million for TSF expansion and $3 million for Antelope development.
On February 4, 2025, the Company announced the positive PEA results for the Antelope deposit near the Otjikoto Mine in Namibia. Based on the positive results from the PEA, B2Gold believes that the Antelope deposit has the potential to become a small-scale, low-cost, underground gold mine that can supplement Otjikoto's low-grade stockpile production during the period
between 2028 to 2032 and result in a meaningful production profile for Otjikoto into the next decade. The Company approved an initial budget of up to $10 million for 2025 to de-risk the Antelope deposit development schedule by advancing early work planning, project permits, and long lead orders.
On September 15, 2025, the Company announced it had approved a development decision on the Antelope underground deposit. Subsequent to the release of the Preliminary Economic Assessment results for the Antelope deposit, the Company completed further optimization work on a small-scale, low-cost, underground gold mine at Antelope, and believes that the estimated pre-production capital cost can be reduced from $129 million to $105 million. The majority of pre-production capital is expected to be spent in 2026 and 2027. The PEA indicates an initial mine life of 5 years and total production of 327,000 ounces averaging approximately 65,000 ounce per year over the life of mine. In combination with the processing of existing low-grade stockpiles, production from Antelope has the potential to increase Otjikoto Mine production to approximately 110,000 ounces per year from 2029 through 2032. The PEA is preliminary in nature and is based on Inferred Mineral Resources that are considered too speculative geologically to have the engineering and economic considerations applied to them that would enable them to be categorized as Mineral Reserves, and there is no certainty that the PEA based on these Mineral Resources will be realized. Mineral Resources that are not Mineral Reserves do not have demonstrated economic viability.
The Otjikoto Mine in Namibia is expected to produce between 70,000 and 90,000 ounces of gold in 2026 at cash operating costs of between $1,200 and $1,300 per ounce produced and all-in sustaining costs of between $1,830 and $1,980 per ounce sold. Gold production at Otjikoto in 2026 is budgeted to be lower than 2025 due to the completion of open pit mining activities in the Otjikoto pit in the fourth quarter of 2025. All-in sustaining cost guidance for the Otjikoto Mine is based on an assumed realised gold price of $5,000 per ounce for 2026, resulting in total budgeted royalties and production taxes of approximately $17 million or approximately $200 per ounce sold. For the full year 2026, Otjikoto is projected to process a total of 3.4 million tonnes of ore at an average grade of 0.80 g/t gold with a process gold recovery of 97.4%. Processed ore will be sourced from the Wolfshag underground mine, supplemented by existing low-grade ore stockpiles.
Capital expenditures in 2026 for the Otjikoto Mine are expected to total $57 million. Approximately $26 million are expected to be classified as sustaining capital expenditures and $31 million are expected to be classified as non-sustaining capital expenditures. Sustaining capital expenditures are expected to include $13 million for underground development and $13 million for TSF expansion. Non-sustaining capital expenditures relate to Antelope deposit development.
Goose Mine - Canada
| Three months ended | Year ended | |||
|---|---|---|---|---|
| December 31 | December 31 | |||
| 2025 | 2024 | 2025 | 2024 | |
| Gold revenue ($ in thousands) | 136,758 | — | 165,651 | — |
| Gold sold including pre-commercial sales (ounces) | 31,938 | — | 39,623 | — |
| Gold sold excluding pre-commercial sales (ounces) | 31,938 | — | 31,938 | — |
| Average realized gold price ($/ounce) | 4,282 | — | 4,181 | — |
| Tonnes of ore milled | 210,317 | — | 355,835 | — |
| Grade (grams/tonne) | 6.22 | — | 5.16 | — |
| Recovery (%) | 91.7 | — | 90.1 | — |
| Gold production including pre-commercial production (ounces) | 38,616 | — | 53,170 | — |
| Gold production excluding pre-commercial production (ounces) | 38,616 | — | 38,616 | — |
| Production costs ($ in thousands) | 35,403 | — | 44,530 | — |
| Cash operating costs post-commercial production(1) ($/gold ounce sold) | 1,108 | — | 1,108 | — |
| Cash operating costs post-commercial production(1) ($/gold ounce produced) | 1,066 | — | 1,066 | — |
| Total cash costs(1) ($/gold ounce sold) | 1,156 | — | 1,156 | — |
| All-in sustaining costs(1) ($/gold ounce sold) | 2,249 | — | 2,249 | — |
| Capital expenditures ($ in thousands) | 76,089 | 149,262 | 471,453 | 515,391 |
| Exploration ($ in thousands) | 8,694 | 6,335 | 24,635 | 28,864 |
(1)Non-IFRS measure. For a description of how these measures are calculated and a reconciliation of these measures to the most directly comparable measures specified, defined or determined under IFRS and presented in the Company’s financial statements, refer to “Non-IFRS Measures”.
The Back River Gold District in Canada consists of eleven mineral claims blocks along an 80 km belt and contains the most advanced project in the district, the 100% owned Goose Mine.
B2Gold acknowledges our partner the Kitikmeot Inuit Association (“KIA”), who has played a critical role for many years to ensure the development of a successful gold mining operation at the Goose Mine. Respect and collaboration with the KIA is central to the license to operate in the Back River Gold District and the Company will continue to prioritize developing the District in a
manner that recognizes Inuit priorities, addresses concerns and brings long-term socio-economic benefits to the Kitikmeot Region. B2Gold looks forward to continuing to build on its strong collaboration with the KIA and Kitikmeot communities. With its significant gold resource endowment, the Back River Gold District is expected to be a large, long life mining complex.
The Goose Mine achieved commercial production on October 2, 2025. During the year ended December 31, 2025, the Goose Mine produced 53,170 ounces of gold, at the low end of its guidance range of between 50,000 and 80,000 ounces. For the year ended December 31, 2025, mill feed grade was 5.16 g/t; mill throughput was 0.36 million tonnes; and gold recovery averaged 90.1%. In the fourth quarter of 2025, the Goose Mine produced 38,616 ounces of gold. For the fourth quarter of 2025, mill feed grade was 6.22 g/t; mill throughput was 0.21 million tonnes; and gold recovery averaged 91.7%. Open pit mining rates at the Umwelt deposit continued to meet expectations during the second half of 2025 and underground mining of Umwelt ore is currently ongoing. For the fourth quarter of 2025, mill feed predominantly came from the Umwelt deposit. Production for the Goose Mine in 2025 was impacted by crushing plant capacity shortfalls in the third quarter of 2025 and temporary delays in accessing higher grade ore from the Umwelt underground in the third quarter and early fourth quarter of 2025.
The Goose Mine crushing circuit is currently being supplemented with a mobile crusher. Production during the fourth quarter of 2025 was impacted by unseasonably low temperatures, which impacted the performance of the mobile crushing unit. The mobile crushing unit is not enclosed and is susceptible to operational interruptions in extreme cold. Initial modifications to improve performance of the crushing circuit in the near-term, including the addition of a run-of-mine bin and apron feeder, which were ordered in late 2025, are scheduled to be implemented in the second half of 2026, at which point, use of the mobile crusher will cease to be necessary full time. The Company estimates that the Goose Mine crushing circuit will be able to operate at an average daily capacity of approximately 3,200 tpd once these initial modifications are implemented. Additionally, the Company is studying more comprehensive crushing circuit improvements to increase design capacity of the existing crushing circuit to enable it to run at an average rate of 4,000 tpd. These studies will be finalized in the first half of 2026, at which point the Company will determine the optimal scope and timing of additional crushing circuit improvements.
The Goose Mine's cash operating costs (refer to “Non-IFRS Measures”) post-commercial production were $1,066 per gold ounce produced ($1,108 per gold ounce sold), well below the guidance range of between $2,300 and $2,360 per gold ounce produced mainly due to a greater than budgeted portion of site general and camp costs that were capitalized as they related to ongoing construction activities. All-in sustaining costs (refer to “Non-IFRS Measures”) post-commercial production were $2,249 per gold ounce sold, well below the guidance range of between $3,290 and $3,350 per ounce sold due to lower cash costs per ounce as noted above partially offset by lower gold ounces sold.
Capital expenditures in the year ended December 31, 2025, totalled $471 million and included $167 million of plant construction and mill optimization costs, $19 million of deferred stripping, $22 million for the power plant and $35 million of underground development costs. Costs for the year ended December 31, 2025, also included $11 million of commissioning costs and $119 million of site general and camp costs capitalized during the construction and ramp up from first pour to commercial production. Capital expenditures in the fourth quarter of 2025 totalled $77 million primarily consisting of $42 million of plant construction and mill optimization costs, $4 million of deferred stripping, $1 million for the power plant and $16 million of underground development costs. Costs in the fourth quarter of 2025 also included $1 million of commissioning costs and $19 million of site general and camp costs related to ongoing construction activities.
The Goose Mine in Canada is expected to produce between 170,000 and 230,000 ounces of gold in 2026, at cash operating costs of between $1,610 and $1,810 per ounce and all-in sustaining costs of between $2,670 and $2,970 per ounce. All-in sustaining cost guidance for the Goose Mine is based on an assumed realized gold price of $5,000 per ounce for 2026, resulting in total budgeted royalties and production taxes of approximately $16 million, or approximately $75 per ounce sold. For the full year 2026, Goose is projected to process a total of 1.04 million tonnes of ore at an average grade of 6.83 g/t gold with a process gold recovery of 92.5%. Mining and processing of higher-grade ore from the Umwelt underground commenced in late October 2025 and processed ore will continue to be sourced from the Umwelt surface and underground mining operations in 2026. Throughput for 2026 is expected to ramp up through the year as the weather warms, which will increase the availability of the mobile crushing unit. The use of the mobile crushing unit is expected to continue during 2026 until the installation of the run-of-mine bin and apron feeder is completed, at which point, the Goose Mine is expected to operate, in the near-term, at an average daily capacity of approximately 3,200 tpd. Based on the factors described above combined with the mill feed grade profile, the Company anticipates gold production will be heavily weighted to the second half of 2026, with approximately 65% of estimated annual gold production to be achieved during the third and fourth quarters. The Company expects crushing capacity will be able to be increased up to 4,000 tpd in the first half of 2027, upon which annual gold production is expected to exceed 300,000 ounces per year and continuing over the medium-term. Cash operating costs and all-in sustaining costs are forecast to drop significantly once the operation is ramped up to full production capacity.
Capital expenditures in 2026 at Goose are expected to total $202 million. Approximately $188 million are expected to be classified as sustaining capital expenditures and $14 million are expected to be classified as non-sustaining capital expenditures. Sustaining capital expenditures are expected to include $47 million of deferred stripping, $41 million for site infrastructure and civil projects, $38 million for underground development, $22 million for mobile equipment purchases, $13 million for underground infrastructure, $7 million for projects at the marine laydown area, $6 million for TSF construction, $6 million for powerhouse rebuilds, and $5 million for mobile equipment rebuilds. Non-sustaining capital expenditures relate to completion of ongoing site construction activities. They do not include capital expenditures related to the more comprehensive crushing circuit optimizations
being evaluated. Estimated capital expenditures for any additional crushing circuit optimization changes will be released once the studies are completed in the first half of 2026 and the Company has determined which improvements to pursue.
Goose Mine Opportunities
Significant exploration potential remains across the Back River Gold District, with a total of $46 million budgeted for exploration in 2026. The Company's exploration programs have historically been successful in upgrading Inferred Mineral Resources to Indicated Mineral Resources, and the Company is optimistic that it can successfully upgrade a significant portion of the Inferred Mineral Resources in 2026.
In addition, work continues on the optimization study for the Goose Mine as previously announced in March 2025, including the potential installation of a SAG mill to be paired in conjunction with the existing 4,000 tpd ball mill, which could expand mill throughput capacity up to 6,000 tpd. The results of these studies are expected to be finalized in the first half of 2026 and are also expected to reflect two additional value drivers for the Goose Mine related to the potential reduction in carbon taxes paid over the life of the mine, and a reduction in the annual amount of fuel consumed as a result of equipment optimizations.
Once these studies are completed the Company will assess the economics of each option and pursue the desired choice. This assessment is expected to include consideration of whether the Company should postpone any expenditures to increase Goose Mine milling capacity in favour of potential future capital development at George and other Back River Gold District regional targets.
In connection with these studies, B2Gold will also be reviewing any regulatory requirements and engaging with the KIA and local communities to ensure any proposed optimization of the Goose Mine provides benefits to all stakeholders.
Gramalote Project - Colombia
The Gramalote Project is located in central Colombia, approximately 230 km northwest of Bogota and 100 km northeast of Medellin, in the Province of Antioquia, which has expressed a positive attitude towards the development of responsible mining projects in the region. Following consolidation of the ownership, B2Gold completed a detailed review of the Gramalote Project, including the higher-grade core of the resource, facility size and location, power supply, mining and processing options, tailings design, resettlement, potential construction sequencing and camp design to identify potential cost savings to develop a medium-scale project. The results of the review allowed the Company to determine the optimal parameters and assumptions for the Gramalote PEA, the results of which were announced on June 18, 2024.
On July 14, 2025, the Company announced the results of a 2025 Gramalote Feasibility study which demonstrated that the Gramalote Project has a meaningful production profile, favorable metallurgical characteristics and positive project economics. The study assumes a mill with an annual processing rate of 6.0 million tonnes per annum, an initial open pit mine life of 11 years, and a processing life of 13 years. The study shows average annual grade processed over the first five years of 1.23 g/t, with a life of mine grade of 0.96 g/t and average annual gold production over the first five years of 227,000 ounces of gold per year, with life of mine average annual gold production of 177,000 ounces per year. Financial results include all-in sustaining costs of $985 per ounce over the life of the project, with an after-tax net present value of $941 million and an internal rate of return of 22.4% assuming a $2,500 per ounce gold price.
Due to the desired modifications to the processing plant and infrastructure locations, a Modified Work Plan and Modified Environment Impact Study are required. The Modified Work Plan was submitted in December 2025 and the Modified Environmental Impact Study is expected to be submitted later in the first quarter of 2026, with completion of the modification process expected to take approximately twelve months. In conjunction with these permit modifications, the Company also intends to complete a significant portion of its resettlement objectives by the end of 2026, in accordance with its existing resettlement plan. Assessment of the Gramalote Project remains ongoing. If B2Gold makes the decision to develop the Gramalote Project as an open pit gold mine, B2Gold would utilize its proven internal mine construction team to build the mine and mill facilities.
The Gramalote Project has a budget of $61 million for 2026, to continue to de-risk the project, including $35 million to advance resettlement programs, establish coexistence programs for small miners, work on health, safety and environmental projects and continue to work with the government and local communities on social programs.
LIQUIDITY AND CAPITAL RESOURCES
B2Gold continues to maintain a strong financial position and liquidity. At December 31, 2025, the Company had cash and cash equivalents of $380 million compared to cash and cash equivalents of $337 million at December 31, 2024. Working capital (defined as current assets less current liabilities) at December 31, 2025 was $68 million compared to $321 million at December 31, 2024. Working capital at December 31, 2025 reflects the fair value of the current portion of the Company's derivative portfolio and higher income taxes payable both driven by higher gold prices, partially offset by higher supplies inventory levels primarily related to ramp up at the Goose Mine. At December 31, 2025, the Company had $150 million drawn on the Company's $800 million RCF with $650 million remaining available for future draw downs. Subsequent to December 31, 2025, $100 million of the outstanding RCF balance was repaid, leaving $750 million available under the RCF for future draw downs.
In January 2024, B2Gold entered into a series Gold Prepay contracts with a number of its existing lenders. The Company received an upfront payment of $500 million, based on gold forward curve prices averaging approximately $2,191 per ounce, in exchange for equal monthly deliveries of gold from July 2025 to June 2026 totaling 264,768 ounces. Gold deliveries can be from production from any of the Company’s operating mines and the Gold Prepay contracts can be settled prior to maturity through accelerated delivery of the remaining deliverable gold ounces. The Gold Prepay contracts were executed by Bank of Montreal, Canadian Imperial Bank of Commerce, ING Capital Markets LLC, and National Bank of Canada.
The Company has a RCF with a syndicate of international banks for an aggregate amount of $800 million, plus a $200 million accordion feature. Draw downs on the RCF can be in either United States or Canadian dollars. The RCF bears interest on a sliding scale based on the Secured Overnight Financing Rate (“SOFR”) or the Canadian Overnight Repo Rate Average ("CORRA") plus term credit spread adjustment in addition to a sliding scale premium between 1.88% to 2.50% based on the Company's net leverage ratio. Commitment fees for the undrawn portion of the facility are also on a sliding scale basis between 0.42% and 0.563% based on the Company's net leverage ratio. The term of the RCF is four years, maturing on December 17, 2028. The Company has provided security on the RCF in the form of a general security interest over the Company’s assets and pledges creating a charge over the shares of certain of the Company’s direct and indirect subsidiaries. In connection with the RCF, the Company must also maintain certain ratios for leverage and interest coverage. As at December 31, 2025, the Company was in compliance with these debt covenants.
On January 28, 2025, the Company issued Notes with an aggregate principal amount of $460 million. The Notes bear interest at a rate of 2.75% per annum, payable semi-annually on February 1st and August 1st of each year commencing from August 1, 2025. The Notes mature on February 1, 2030. The initial conversion rate for the Notes is 315.2088 Shares per $1,000 principal amount of Notes, equivalent to an initial conversion price of approximately $3.17 per Share. The initial conversion rate represented a premium of approximately 35% relative to closing sale price of the Shares on January 23, 2025 and is subject to adjustment in certain events, including redemption of the Notes by the Company. B2Gold has the right to redeem the Notes in certain circumstances and holders have the right to require B2Gold to repurchase their Notes upon the occurrence of certain events. The Notes are our senior unsecured obligations and rank equally with all of our existing and future senior unsecured indebtedness. The Notes are effectively subordinated to all of the Company's existing and future secured indebtedness to the extent of the value of the collateral securing such indebtedness. The Notes will be structurally subordinated to all existing and future liabilities, including trade payables, of the Company's subsidiaries.
The Company has a gold stream arrangement with Wheaton Precious Metals Corp. with a deposit amount of $84 million. The delivery obligation is as follows:
•2.7805% of gold production up to delivery of 87,100 oz;
•1.4405% of gold production up to an aggregate of 134,000 oz; and
•1.005% of gold production thereafter.
The Company has guaranteed the remaining portion of the gold stream obligation.
For the year ended December 31, 2025, capital expenditures totalled $863 million. The most significant expenditures were Fekola Mine expenditures of $223 million, Masbate Mine expenditures of $41 million, Otjikoto Mine expenditures of $24 million, Goose Mine expenditures of $471 million, Fekola Regional pre-development expenditures of $21 million and Gramalote Project expenditures of $32 million (refer to “Review of Mining Operations and Development Projects" section for additional details of capital expenditures). Exploration costs for the year ended December 31, 2024 totalled $51 million.
As at December 31, 2025, and in addition to those commitments disclosed elsewhere in this MD&A, the Company had the following commitments:
•For payments of $19 million for mobile equipment purchases and rebuilds and $1 million for other capital projects at the Fekola Mine, all of which is expected to be incurred in 2026.
•For payments of $5 million for mobile equipment purchases, $5 million related to mill and process plant optimization and $4 million related to infrastructure upgrades at the Goose Mine, all of which is expected to be incurred in 2026.
•For payments of $5 million for mobile equipment purchases at the Masbate Mine, all of which is expected to be incurred in 2026.
For 2026, the Company has budgeted total capital expenditures of $280 million at the Fekola Complex, $202 million for the Goose Mine, $61 million at the Masbate Mine, $57 million at the Otjikoto Mine and $61 million at the Gramalote Project. The Company’s total 2026 exploration budget is approximately $73 million.
As at December 31, 2025, the Company’s significant commitments are disclosed in the table below:
| 2026 | 2027 | 2028 | 2029 | 2030 | Post 2030 | Total | |
|---|---|---|---|---|---|---|---|
| $ | $ | $ | $ | $ | $ | $ | |
| (000's) | (000's) | (000's) | (000's) | (000's) | (000's) | (000's) | |
| Accounts payable and accrued liabilities | 174,802 | — | — | — | — | — | 174,802 |
| Convertible notes | |||||||
| Principal | — | — | — | — | 460,000 | — | 460,000 |
| Interest | 12,650 | 12,650 | 12,650 | 12,650 | 6,325 | — | 56,925 |
| Revolving credit facility: | |||||||
| Principal | — | — | 150,000 | — | — | — | 150,000 |
| Interest & commitment fees (estimated) | 9,420 | 9,420 | 9,083 | — | — | — | 27,923 |
| Fekola equipment loan facilities: | |||||||
| Principal | 7,835 | 7,835 | 7,835 | 2,815 | — | — | 26,320 |
| Interest (estimated) | 1,355 | 897 | 441 | 38 | — | — | 2,731 |
| Goose Mine equipment loan facilities: | |||||||
| Principal | 698 | — | — | — | — | — | 698 |
| Interest (estimated) | 21 | — | — | — | — | — | 21 |
| Lease liabilities | |||||||
| Principal | 17,718 | 12,177 | 7,085 | 2,608 | 2,404 | 12,476 | 54,468 |
| Capital expenditure commitments | 39,084 | — | — | — | — | — | 39,084 |
| Mine restoration provisions | 18,574 | 1,451 | 1,451 | — | — | 183,880 | 205,356 |
| Employee benefits obligation | 338 | 42 | 4,758 | — | — | 23,808 | 28,946 |
| Other liabilities | 10,767 | 4,922 | 1,441 | 6,116 | 3,932 | 3,752 | 30,930 |
| 293,262 | 49,394 | 194,744 | 24,227 | 472,661 | 223,916 | 1,258,204 |
The Company accrues mine restoration provisions over the life of its mining operations and amounts shown are estimated expenditures in the indicated years at their undiscounted values.
The Company believes that its future cash flows from operations along with the undrawn and available balances on its current facilities will allow it to meet its current obligations as they come due.
Derivative financial instruments
Gold collars
During the year ended December 31, 2025, as a requirement of the RCF, the Company entered into a series of 1:1 zero-cost put/call collar contracts for gold with settlement between February 2025 and January 2027. These derivative instruments were not designated as hedges by the Company and were recorded at fair-value through profit and loss ("FVTPL").
The following is a summary, by maturity dates, of the Company’s gold derivative contracts outstanding as at December 31, 2025:
| 2026 | 2027 | Total | ||||
|---|---|---|---|---|---|---|
| Ounces | 200,006 | 16,637 | 216,643 | |||
| Average floor price | $ | 2,450 | $ | 2,450 | $ | 2,450 |
| Average ceiling price | $ | 3,294 | $ | 3,294 | $ | 3,294 |
The unrealized fair value of these contracts at December 31, 2025 was $(234) million (2024 - $0 million).
Fuel contracts – fuel oil, gas oil
The Company uses forward contracts for fuel oil and gas oil to manage the risk of volatility in the Company's future operating costs. The Company reviews the open positions and the potential for additional forward contracts on an ongoing basis. During the year ended December 31, 2025, the Company entered into an additional series of forward contracts for the purchase of 42 million litres of gas oil and 73 million litres of fuel oil with scheduled settlement between May 2025 and October 2027. These derivative instruments were not designated as hedges by the Company and were recorded at FVTPL. These derivative instruments were not designated as hedges by the Company and are recorded at their fair value at the end of each reporting period with changes in fair value recorded in the Consolidated Statement of Operations.
The following is a summary, by maturity dates, of the Company’s fuel derivative contracts outstanding as at December 31, 2025:
| 2026 | 2027 | Total | ||||
|---|---|---|---|---|---|---|
| Forward – fuel oil: | ||||||
| Litres (thousands) | 35,777 | 14,483 | 50,260 | |||
| Average strike price | $ | 0.40 | $ | 0.37 | $ | 0.39 |
| Forward – gas oil: | ||||||
| Litres (thousands) | 47,013 | 21,003 | 68,016 | |||
| Average strike price | $ | 0.53 | $ | 0.52 | $ | 0.53 |
The unrealized fair value of these contracts at December 31, 2025 was $(4) million (2024 - $(2) million).
Operating activities
Cash flow provided by operating activities was $896 million for the year ended December 31, 2025 compared to $878 million during 2024, an increase of $18 million due mainly higher gold revenues and higher working capital inflows in 2025 offset by $500 million of proceeds received from the Gold Prepay contracts in 2024, and higher long-term inventory and long-term value added tax outflows in 2025. During the year ended December 31, 2025, the Company paid $502 million (2024 - $360 million) of current income tax, withholding and other taxes in cash. Assuming an average gold price of $5,000 per ounce for 2026, total cash payments for current income tax, withholding and other taxes in 2026 are expected to be approximately $690 million, including estimated withholding taxes of $115 million on repatriation of funds through dividends from operating sites.
Financing activities
The Company’s cash used by financing activities for the year ended December 31, 2025 was a net inflow of $59 million. For the year ended December 31, 2025, the Company issued the Notes for net proceeds of $446 million, repaid $450 million of the balance drawn on the RCF, made drawdowns totalling $200 million on the RCF, made interest and commitment fee payments of $18 million, made a drawdown of $21 million on equipment loans, made equipment loan facility repayments of $14 million, made principal payments on lease arrangements of $22 million, received $66 million in proceeds upon the exercise of stock options, raised $14 million from a flow-through share issuance, made dividend payments of $103 million, realised losses of $37 million on derivative instruments and distributed $30 million to non-controlling interests.
On January 28, 2025, the Company issued the Notes with an aggregate principal amount of $460 million. The Notes bear interest at a rate of 2.75% per annum, payable semi-annually on February 1st and August 1st of each year commencing from August 1, 2025, and mature on February 1, 2030. The initial conversion rate for the Notes is 315.2088 Shares per $1,000 principal amount of Notes, equivalent to an initial conversion price of approximately $3.17 per Share. The initial conversion rate represented a premium of approximately 35% relative to closing sale price of the Shares on January 23, 2025, and is subject to adjustment in certain events, including redemption of the Notes by the Company. B2Gold has the right to redeem the Notes in certain circumstances and holders have the right to require the Company to repurchase their Notes upon the occurrence of certain events. The Notes are the Company's senior unsecured obligations and rank equally with all of the Company's existing and future senior unsecured indebtedness. The Notes are effectively subordinated to all of the Company's existing and future secured indebtedness to the extent of the value of the collateral securing such indebtedness. The Notes are structurally subordinated to all existing and future liabilities, including trade payables, of the Company's subsidiaries.
During the year ended December 31, 2025, the Board declared four cash dividends of $0.02 per common share each (or $0.08 per share on an annualized basis). Returning capital to shareholders remains a foundational element of the Company's capital allocation philosophy. 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 B2Gold'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 revised intended rate or at all in the future.
The Company has a dividend reinvestment plan ("DRIP"). The DRIP provides B2Gold shareholders residing in Canada and the United States with the opportunity to have the cash dividends declared on all or some of their common shares automatically reinvested into Reinvestment Shares on an ongoing basis. Participation in the DRIP is optional and will not affect shareholders’ cash dividends unless they elect to participate in the DRIP. Dividends are only payable as and when declared by the Company’s Board of Directors. The benefits of enrolling in the DRIP include the convenience of automatic reinvestment of dividends into Reinvestment Shares; flexibility to enroll some or all common shares in the DRIP; and ability to acquire Reinvestment Shares without paying any brokerage fees. Participants in the DRIP will acquire Reinvestment Shares issued from a Treasury Purchase at a price equal to the volume weighted average price of the Company’s common shares on the Toronto Stock Exchange for the five consecutive trading days immediately preceding a dividend payment date, subject to a possible discount, in the Company’s sole discretion, of up to 5%. For the dividends declared in 2025, no discount was offered.
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.
On April 1, 2025, the Toronto Stock Exchange accepted the notice of B2Gold’s intention to implement an NCIB, which became effective on April 3, 2025 and will expire no later than April 2, 2026. During year ended December 31, 2025, the Company repurchased 2 million shares for $10 million under the NCIB. In early 2026, the Company repurchased a further 5 million shares for $24 million.
Investing activities
For the year ended December 31, 2025, capital expenditures totalled $863 million. The most significant expenditures were Fekola Mine expenditures of $223 million, Masbate Mine expenditures of $41 million, Otjikoto Mine expenditures of $24 million, Goose Mine expenditures of $471 million, Fekola Regional pre-development expenditures of $21 million and Gramalote Project expenditures of $32 million (refer to “Review of Mining Operations and Development Projects" section for additional details of capital expenditures). Exploration costs for the year ended December 31, 2025 totalled $51 million. In addition, for the year ended December 31, 2025, the Company purchased additional shares in associates for $5 million, purchased long-term investments for $26 million, funded into reclamation accounts for $11 million, purchased short-term investments for $45 million and redeemed short-term investments for $55 million.
Exploration
Resource property expenditures on exploration are disclosed in the table below:
| For the three months ended December 31, 2025 | For the three months ended December 31, 2024 | For the year ended December 31, 2025 | For the year ended December 31, 2024 | |
|---|---|---|---|---|
| $ | $ | $ | $ | |
| (000’s) | (000’s) | (000’s) | (000’s) | |
| Fekola Mine, exploration | 609 | 1,292 | 609 | 4,428 |
| Masbate Mine, exploration | 1,086 | 610 | 2,639 | 3,649 |
| Otjikoto Mine, exploration | 1,700 | 2,634 | 8,133 | 7,825 |
| Goose Mine, exploration | 8,694 | 6,335 | 24,635 | 28,864 |
| Back River Regional, exploration | 1,081 | (7) | 10,685 | 439 |
| Finland Properties, exploration | 254 | 359 | 1,472 | 3,079 |
| Fekola Regional Properties, exploration | 1,319 | 1,791 | 1,319 | 2,428 |
| Other | 724 | 451 | 1,187 | 1,917 |
| 15,467 | 13,465 | 50,679 | 52,629 |
B2Gold executed another year of aggressive exploration in 2025 incurring $61 million (including $10 million of target generation costs included in other operating expenses in the Consolidated Statement of Operations) compared to a budget of $61 million. Exploration in 2025 was focused predominantly on the Back River Gold District, with the goal of enhancing and growing the significant resource base at the Goose Mine and surrounding regional targets. In Namibia, the exploration program at the Otjikoto Mine focused on drilling the Antelope deposit. In Mali, the exploration program at the Fekola Complex was directed at a more strategic search for near-mine, near-surface sources of additional sulphide-related gold mineralization. In the Philippines, the exploration program at the Masbate Mine focused on extending the Pajo deposit drilling targets immediately south of mine infrastructure.
B2Gold is planning another year of extensive exploration in 2026 with a budget of approximately $73 million. A significant focus will be on exploration at the Back River Gold District, with the continued goal of enhancing and growing the significant resource base at the Goose Mine and surrounding regional targets. In Namibia, the exploration program at the Otjikoto Mine will be focused on enhancing and increasing the resources at the Antelope deposit. In Mali, an ongoing focus will be on discovery of additional high-grade, sulphide mineralization across the Fekola Complex. In the Philippines, the exploration program at the Masbate Mine will continue to focus on new targets located south of the existing infrastructure as well as commencing exploration on the newly permitted Uson Project. Early-stage exploration programs will continue in the Philippines and Kazakhstan in 2026. Finally, the search for new joint ventures and strategic investment opportunities will continue, building on existing equity investments in Snowline Gold Corp., Founders Metals Inc., AuMEGA Metals Ltd., and Prospector Metals Corp.
Back River Gold District Exploration
A total of $32 million was budgeted for exploration at the Back River Gold District in 2025 to complete approximately 25,000 meters ("M") of drilling, including confirmation drilling at the Umwelt deposit, as well as exploration drilling at several Goose Mine regional targets that were developed based on structural modelling and geophysical re-processing. For the year ended December 31, 2025, the Company ultimately incurred $35 million on Back River Gold District exploration and completed 19,735 m of drilling over 87 drill holes at the Goose Mine. This included 14,480 m over 39 drill holes at the Umwelt deposit, 4,231 m over 15 drill holes at the Llama deposit area, 7,361 m over 14 exploration target drill holes, and 137 m over one metallurgical hole at the Goose Main deposit.
In addition, 8,863 m over 57 holes were drilled on the Back River Gold District regional projects, including George, Boot, Del, Needle and Boulder.
2026 Guidance for Back River Gold District Exploration
A total of $46 million is budgeted for exploration at the Back River Gold District in 2026, of which $24 million is planned for the Goose Mine. A total of 12,000 m of drilling will target extensions of the Llama and Umwelt deposits, the largest and highest-grade resources at the Goose Mine. In addition, follow up drilling of significant results returned at the Nuvuyak, Mammoth and Hook targets are planned.
Regional exploration including geophysics, mapping, prospecting and till sampling will be undertaken on the George, Boot, Boulder, Del, Beech and Needle projects. This regional work will also include an estimated 13,000 m of diamond drilling to follow up drill-ready targets defined during the 2025 summer regional exploration program. A significantly increased budget of $22 million is being allocated for the Back River Regional projects.
Mali Exploration
A total of $9 million was budgeted for exploration in Mali in 2025 with an ongoing focus on discovery of additional high-grade, sulphide mineralization across the Fekola Complex to supplement feed to the Fekola mill. In addition, the FNE target immediately north of the main Fekola open pit was drilled, adding easily accessible resources close to Fekola infrastructure. A total of 20,000 m of diamond and reverse circulation drilling was planned for 2025. A total of 7,277 m over 62 holes of diamond and reverse circulation drilling was completed. For the year ended December 31, 2025, the Company ultimately incurred $7 million on Mali exploration.
In addition, the Mali exploration team assisted operations in completing 37,181 m over 934 holes to complete the first phase of grade control drilling on the Menankoto permit and the drilling of grade control, infill and extension drilling at the Fekola underground, completing 31,196 m over 277 holes.
2026 Guidance for Mali Exploration
A total of $5 million is budgeted for exploration in Mali in 2026 with an ongoing focus on discovery of additional high-grade, sulphide mineralization across the Fekola Complex to supplement feed to the Fekola mill. A total of 16,000 m of diamond and reverse circulation drilling is planned for the Fekola Complex in 2026.
The Philippines Exploration
The total budget for the Philippines in 2025 was $5 million, of which the Masbate exploration budget was $3 million, including approximately 4,200 m of drilling. The 2025 exploration program focused on drilling several greenfields targets between 3 km and 12 km south of the Masbate Mine infrastructure. For the year ended December 31, 2025, the Company incurred $3 million for Masbate Mine exploration, which was in-line with the budget (included approximately 4,867 m of diamond drilling in 32 holes).
In addition, $2 million was allocated to targeting new regional projects in highly prospective areas in the Philippines, leveraging off B2Gold’s presence and operational experience in the country. For the year ended December 31, 2025, the Company incurred $2 million on targeting new regional projects.
2026 Guidance for The Philippines Exploration
The total budget for the Philippines in 2026 is $5 million, of which the Masbate exploration budget is $3 million, including approximately 4,200 m of drilling. The 2026 exploration program will continue to focus on exploration of new regional targets located south of the main mine infrastructure at Masbate.
An additional $2 million will be allocated to targeting new regional projects in highly prospective areas in the Philippines, leveraging off B2Gold’s presence and operational experience in the country. A total of 2,000 m is allocated to testing new projects.
Namibia Exploration
A total of $7 million was budgeted for exploration at Otjikoto in 2025. The focus of the exploration program was drilling the Antelope deposit, located approximately 3 km south of Phase 5 of the Otjikoto open pit, with a total of 39,000 m of drilling planned. The Antelope deposit, comprised of the Springbok Zone, the Oryx Zone, and a possible third structure, Impala, subject to confirmatory drilling, was discovered in 2022 following deep drill testing by B2Gold exploration personnel on three-dimensional models of airborne magnetic data. For the year ended December 31, 2025, the Company incurred $8 million, which included 35,924 m of diamond and reverse circulation drilling at the Otjikoto mine area.
2026 Guidance for Namibia Exploration
A total of $6 million is budgeted for exploration at Otjikoto in 2026. The focus of the exploration program will be drilling to expand and refine the Antelope deposit, with a total of 44,000 m of drilling planned.
Greenfield Exploration
B2Gold allocated approximately $9 million in 2025 for its grassroots exploration programs, including Finland and Cote d’Ivoire. The spend ultimately incurred on greenfield exploration for the year ended December 31, 2025, was approximately $5 million.
In addition to the defined programs noted above, the Company allocated approximately $8 million for the generation and evaluation of new greenfields targets of which $3 million was spent during the year ended December 31, 2025.
2026 Guidance for Greenfield Exploration
B2Gold has allocated approximately $9 million to other grassroots exploration projects in 2026. This includes $2 million (7,200 m) in Kazakhstan and $2 million in Finland. In addition to the defined programs noted above, the Company has allocated approximately $4 million for the generation and evaluation of new greenfield targets.
CRITICAL ACCOUNTING ESTIMATES
Full disclosure of the Company’s accounting policies and significant accounting judgments and estimation uncertainties in accordance with IFRS can be found in Notes 4 and 5 of its audited consolidated financial statements for the year ended December 31, 2025. Management considers the following estimates to be the most critical in understanding the judgements involved in preparing the Company’s consolidated financial statements and the uncertainties that could impact its results of operations, financial condition and cash flows:
Mineral reserve and resource estimates
Mineral reserves are estimates of the amount of ore that can be economically and legally extracted from the Company’s mining properties. The Company estimates its mineral reserves and mineral resources based on information compiled by appropriately qualified persons relating to the geological data on the size, depth and shape of the ore body, and requires complex geological assessments to interpret the data. The estimation of recoverable mineral reserves and mineral resources is based upon factors such as estimates of foreign exchange rates, commodity prices, future capital requirements, metallurgical recoveries, permitting and production costs along with geological assumptions made in estimating the size, and grade of the ore body. Changes in the mineral reserve or mineral resource estimates may impact the carrying value of mining interests, mine restoration provisions, the gold stream obligation, recognition of deferred tax assets, depreciation and amortization charges and royalty obligations.
Assessment of impairment and reversal of impairment indicators for long-lived assets
The Company applies significant judgement in assessing whether there are indicators of impairment, or the reversal of previously recorded impairment, present that give rise to the requirement to conduct an impairment test. Internal and external factors such as significant changes in the use of an asset, legal and permitting factors, future gold prices, operating and capital cost forecasts, quantities of mineral reserves and resources, and movements in market interest rates are used by the Company in determining whether there are any indicators of impairment or reversal of impairment.
During the year ended December 31, 2024, the Company identified indicators of impairment on the Fekola Complex cash generating unit ("CGU"), consisting of the Fekola Mine and Fekola Regional Properties, and the Goose Mine CGU. As a result, these assets were tested for impairment.
During the year ended December 31, 2025, the Company performed an assessment of impairment indicators, as well as indicators for reversal of previously recorded impairment losses. Where a CGUs had been previously impaired, the Company considered whether the impairment losses no longer exist or might have decreased. This assessment considered general and specific factors and concluded that, although the current spot price of gold has increased from the time that impairment losses had been recognized, taking into consideration specific circumstances of each asset, there is no indicator that the impairment reversed. For the Fekola Complex CGU, the delay in steps necessary to produce gold from the Fekola Regional permits, including receipt of the mining permit, creates uncertainty as to the extent to which the Company may realize the full benefit of any increases in the long-term gold price. For the Goose Mine, the Company determined that the mine had achieved commercial production on October 2, 2025. However, an engineering study, and associated procurement and logistics plan, is required to implement modifications to the crushing circuit before the Goose Mine can continue to ramp up and ultimately operate at its name-plate capacity, as intended.
Impairment of long-lived assets
Long-lived assets are tested for impairment, or reversal of a previous impairment, if there is an indicator of impairment or a subsequent reversal. Calculating the estimated recoverable amount of CGUs for long-lived asset requires management to make estimates and assumptions that include such factors as mineable mineralization including reserves and resources, future production levels, operating and capital costs, application of royalty, income tax and mining tax rates, future metal prices and discount rates. Changes in any of these assumptions or estimates used in determining the recoverable amount could impact the analysis. Such changes could be material.
Fair value of financial instruments
The fair value of financial instruments that are not traded in an active market are determined using valuation techniques. In determining the fair value of the gold stream obligation (Note 18), the Company makes significant assumptions that are based on the underlying models and the market conditions existing at both initial recognition and the end of each reporting period.
Value-added tax receivables
The Company incurs indirect taxes, including value-added tax, on purchases of goods and services at its operating mines and development projects. Indirect tax balances are recorded at their estimated recoverable amounts within current or long-term assets, net of provisions, and reflect the Company’s best estimate of their recoverability under existing tax rules in the respective jurisdictions in which they arise. Management’s assessment of recoverability considers the probable outcomes of claimed deductions and/or disputes. The provisions and balance sheet classifications made to date may be subject to change and such change may be material.
Long-term value-added tax receivables includes amounts for the Fekola Mine of $244 million (2024 - $214 million), for the Masbate Mine of $11 million (2024 – $13 million), and for the Gramalote Project of $22 million (2024 - $17 million).
Uncertain tax positions
The Company’s operations involve the application of complex tax regulations in multiple international jurisdictions. Determining the tax treatment of a transaction requires the Company to apply judgement in its interpretation of the applicable tax law. These positions are not final until accepted by the relevant tax authority. The tax treatment may change based on the result of assessments or audits by the tax authorities often years after the initial filing.
The Company recognizes and records potential liabilities for uncertain tax positions based on its assessment of the amount, or range of amounts, of tax that will be due. The Company adjusts these accruals as new information becomes available. Due to the complexity and uncertainty associated with certain tax treatments, the ultimate resolution could result in a payment that is materially different from the Company’s current estimate of the tax liabilities.
Current and deferred income taxes
The Company is periodically required to estimate the tax basis of assets and liabilities. Where applicable tax laws and regulations are either unclear or subject to varying interpretations, it is possible that changes in these estimates could occur that materially affect the amounts of deferred income tax assets and liabilities recorded in the financial statements. Changes in deferred tax assets and liabilities generally have a direct impact on earnings in the period that the changes occur.
Each period, the Company evaluates the likelihood of whether some portion or all of each deferred tax asset will not be realized. This evaluation is based on historic and future expected levels of taxable income and the associated repatriation of retained
earnings, the pattern and timing of reversals of taxable temporary timing differences that give rise to deferred tax liabilities, and tax planning initiatives. Levels of future taxable income are affected by, among other things, metal prices, production costs, quantities of proven and probable gold reserves, interest rates and foreign currency exchange rates. The availability of retained earnings for distribution depends on future levels of taxable income as well as future reclamation expenditures, capital expenditures, dividends and other uses of available cash flow.
RISKS AND UNCERTAINTIES
The exploration and development of natural resources are highly speculative in nature and the Company’s business operations, investments and prospects are subject to significant risks. For details of these risks, please refer to the risk factors set forth in the Company’s current Annual Information Form, which can be found under the Company’s corporate profile on SEDAR+ at www.sedarplus.ca, the Company’s current Form 40-F Annual Report, which can be found on EDGAR at www.sec.gov, and the Company’s other filings and submissions with securities regulators on SEDAR and EDGAR, which could materially affect the Company’s business, operations, investments and prospects and could cause actual events to differ materially from those described in forward-looking statements relating to the Company. Additional risks and uncertainties not presently known to the Company or that the Company currently considers immaterial may also impair the business, operations, investments and prospects of the Company. If any of the risks actually occur, the business of the Company may be harmed and its financial condition and results of operations may suffer significantly.
DISCLOSURE CONTROLS AND INTERNAL CONTROL OVER FINANCIAL REPORTING
Disclosure controls and procedures
Disclosure controls and procedures are designed (a) under Canadian law, to provide reasonable assurance and (b) under U.S. law, to ensure that information required to be disclosed in reports filed or submitted by the Company under Canadian securities legislation and the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the applicable rules and forms and include, without limitation, controls and procedures designed to ensure that information required to be disclosed in reports filed or submitted by the Company under Canadian securities legislation and the Exchange Act is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
As at December 31, 2025, management, with the participation of the Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the design and operation of the Company's disclosure controls and procedures, as defined in the rules of the Canadian Securities Administrators and under the Exchange Act. Based upon the results of that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that as of December 31, 2025, the Company's disclosure controls and procedures were effective.
Management’s annual report on internal control over financial reporting
The Company’s management, with the participation of the Chief Executive Officer and Chief Financial Officer, is responsible for establishing and maintaining adequate internal control over financial reporting. Any system of internal control over financial reporting, no matter how well designed, has inherent limitations and may not prevent or detect misstatements. Even when the Company's system of internal control over financial reporting is determined to be effective, it can only provide reasonable assurance with respect to financial statement preparation and presentation.
Management has used the criteria established in the Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) to evaluate the effectiveness of the Company's internal control over financial reporting.
As at December 31, 2025, management, with the participation of the Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of the Company's internal control over financial reporting and concluded that the Company's internal control over financial reporting was effective.
The effectiveness of the Company’s internal control over financial reporting has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, who have expressed their opinion in their report included with our annual consolidated financial statements.
Changes in internal control over financial reporting
There has been no change in our internal control over financial reporting during the year ended December 31, 2025 which has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
NON-IFRS MEASURES
Cash operating costs per gold ounce sold and total cash costs per gold ounce sold
‘‘Cash operating costs per gold ounce’’ and “total cash costs per gold ounce” are common financial performance measures in the gold mining industry but, as non-IFRS measures, they do not have a standardized meaning under IFRS and therefore may not be comparable to similar measures presented by other issuers. Management believes that, in addition to conventional measures prepared in accordance with IFRS, certain investors use this information to evaluate our performance and ability to generate cash flow. Accordingly, these measures are intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. The measures, along with sales, are considered to be a key indicator of the Company’s ability to generate earnings and cash flow from its mining operations.
Cash cost figures are calculated on a sales basis in accordance with a standard developed by The Gold Institute, which was a worldwide association of suppliers of gold and gold products and included leading North American gold producers. The Gold Institute ceased operations in 2002, but the standard is the accepted standard of reporting cash cost of production in North America. Adoption of the standard is voluntary and the cost measures presented may not be comparable to other similarly titled measures of other companies. Other companies may calculate these measures differently. Cash operating costs and total cash costs per gold ounce sold are derived from amounts included in the statement of operations and include mine site operating costs such as mining, processing, smelting, refining, transportation costs, royalties and production taxes, less silver by-product credits. The tables below show a reconciliation of cash operating costs per gold ounce sold and total cash costs per gold ounce sold to production costs as extracted from the annual consolidated financial statements on a consolidated and a mine-by-mine basis (dollars in thousands):
| For the three months ended December 31, 2025 | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Fekola<br> Mine | Masbate<br> Mine | Otjikoto<br> Mine | Goose<br>Mine | Grand<br> Total | |||||||||
| $ | $ | $ | $ | $ | |||||||||
| Production costs | 118,511 | 40,368 | 33,653 | 35,403 | 227,935 | ||||||||
| Royalties and production taxes | 110,134 | 10,737 | 8,486 | 1,529 | 130,886 | ||||||||
| Total cash costs | 228,645 | 51,105 | 42,139 | 36,932 | 358,821 | ||||||||
| Gold sold (ounces) | 153,407 | 47,420 | 50,725 | 31,938 | 283,490 | ||||||||
| Cash operating costs per ounce ($/gold ounce sold) | 773 | 851 | 663 | 1,108 | 804 | ||||||||
| Total cash costs per ounce ($/gold ounce sold) | 1,490 | 1,078 | 831 | 1,156 | 1,266 | For the three months ended December 31, 2024 | |||||||
| --- | --- | --- | --- | --- | --- | --- | |||||||
| Fekola<br> Mine | Masbate<br> Mine | Otjikoto<br> Mine | Total | Calibre equity investment | Grand<br> Total | ||||||||
| $ | $ | $ | $ | $ | $ | ||||||||
| Production costs | 107,778 | 38,392 | 35,206 | 181,376 | — | 181,376 | |||||||
| Royalties and production taxes | 37,792 | 7,381 | 5,381 | 50,554 | — | 50,554 | |||||||
| Total cash costs | 145,570 | 45,773 | 40,587 | 231,930 | — | 231,930 | |||||||
| Gold sold (ounces) | 86,453 | 51,010 | 50,330 | 187,793 | — | 187,793 | |||||||
| Cash operating costs per ounce ($/gold ounce sold) | 1,247 | 753 | 700 | 966 | — | 966 | |||||||
| Total cash costs per ounce ($/gold ounce sold) | 1,684 | 897 | 806 | 1,235 | — | 1,235 | |||||||
| For the year ended December 31, 2025 | |||||||||||||
| --- | --- | --- | --- | --- | |||||||||
| Fekola<br> Mine | Masbate<br> Mine | Otjikoto Mine | Grand<br> Total | ||||||||||
| $ | $ | $ | |||||||||||
| Production costs | 408,105 | 162,484 | 130,327 | 745,446 | |||||||||
| Royalties and production taxes | 277,902 | 36,950 | 27,417 | 344,178 | |||||||||
| Less pre-commercial production costs | — | — | — | (9,507) | |||||||||
| Total cash costs | 686,007 | 199,434 | 157,744 | 1,080,117 | |||||||||
| Gold sold (ounces) | 493,759 | 195,813 | 198,602 | 927,797 | |||||||||
| Less pre-commercial sales (ounces) | — | — | — | (7,685) | |||||||||
| Gold sold from commercial production (ounces) | 493,759 | 195,813 | 198,602 | 920,112 | |||||||||
| Cash operating costs per ounce ($/gold ounce sold) | 827 | 830 | 656 | 800 | |||||||||
| Total cash costs per ounce ($/gold ounce sold) | 1,389 | 1,018 | 794 | 1,174 |
All values are in US Dollars.
| For the year ended December 31, 2024 | ||||||
|---|---|---|---|---|---|---|
| Fekola<br> Mine | Masbate<br> Mine | Otjikoto<br> Mine | Total | Calibre equity investment | Grand<br> Total | |
| $ | $ | $ | $ | $ | $ | |
| Production costs | 384,221 | 161,462 | 136,145 | 681,828 | 25,126 | 706,954 |
| Royalties and production taxes | 100,353 | 26,801 | 19,445 | 146,599 | 1,565 | 148,164 |
| Total cash costs | 484,574 | 188,263 | 155,590 | 828,427 | 26,691 | 855,118 |
| Gold sold (ounces) | 404,458 | 193,270 | 203,796 | 801,524 | 19,644 | 821,168 |
| Cash operating costs per ounce ($/gold ounce sold) | 950 | 835 | 668 | 851 | 1,279 | 861 |
| Total cash costs per ounce ($/gold ounce sold) | 1,198 | 974 | 763 | 1,034 | 1,359 | 1,041 |
Cash operating costs per gold ounce produced
In addition to cash operating costs on a per gold ounce sold basis, the Company also presents cash operating costs on a per gold ounce produced basis. Cash operating costs per gold ounce produced is derived from amounts included in the statement of operations and include mine site operating costs such as mining, processing, smelting, refining, transportation costs, less silver by-product credits. Cash operating costs per gold ounce produced do not include pre-commercial production from the Goose Mine. The tables below show a reconciliation of cash operating costs per gold ounce produced to production costs as extracted from the annual consolidated financial statements on a consolidated and a mine-by-mine basis (dollars in thousands):
| For the three months ended December 31, 2025 | ||||||
|---|---|---|---|---|---|---|
| Fekola<br> Mine | Masbate<br> Mine | Otjikoto<br> Mine | Goose<br>Mine | Grand<br> Total | ||
| $ | $ | $ | $ | $ | ||
| Production costs | 118,511 | 40,368 | 33,653 | 35,403 | 227,935 | |
| Inventory sales adjustment | (13,439) | 184 | 2,717 | 5,780 | (4,758) | |
| Cash operating costs | 105,072 | 40,552 | 36,370 | 41,183 | 223,177 | |
| Gold produced (ounces) | 163,720 | 49,900 | 50,793 | 38,616 | 303,029 | |
| Cash operating costs per ounce ($/gold ounce produced) | 642 | 813 | 716 | 1,066 | 736 | |
| For the three months ended December 31, 2024 | ||||||
| --- | --- | --- | --- | --- | --- | --- |
| Fekola<br> Mine | Masbate<br> Mine | Otjikoto<br> Mine | Total | Calibre equity investment | Grand<br> Total | |
| $ | $ | $ | $ | $ | $ | |
| Production costs | 107,778 | 38,392 | 35,206 | 181,376 | — | 181,376 |
| Inventory sales adjustment | (7,600) | 2,950 | 3,245 | (1,405) | — | (1,405) |
| Cash operating costs | 100,178 | 41,342 | 38,451 | 179,971 | — | 179,971 |
| Gold produced (ounces) | 84,015 | 49,534 | 52,452 | 186,001 | — | 186,001 |
| Cash operating costs per ounce ($/gold ounce produced) | 1,192 | 835 | 733 | 968 | — | 968 |
| For the year ended December 31, 2025 | ||||||
| --- | --- | --- | --- | --- | --- | |
| Fekola<br> Mine | Masbate<br> Mine | Otjikoto<br> Mine | Goose<br>Mine | Grand<br> Total | ||
| $ | $ | $ | $ | $ | ||
| Production costs | 408,105 | 162,484 | 130,327 | 44,530 | 745,446 | |
| Inventory sales adjustment | 1,734 | (2,799) | 635 | 11,923 | 11,493 | |
| Pre-commercial production costs | — | — | — | (15,270) | (15,270) | |
| Cash operating costs | 409,839 | 159,685 | 130,962 | 41,183 | 741,669 | |
| Gold Produced (in ounces) | 530,769 | 196,526 | 199,139 | 53,170 | 979,604 | |
| Less pre-commercial production ounces | — | — | — | (14,554) | (14,554) | |
| Gold produced from commercial production (ounces) | 530,769 | 196,526 | 199,139 | 38,616 | 965,050 | |
| Cash operating costs per ounce ($/gold ounce produced) | 772 | 813 | 658 | 1,066 | 769 | |
| For the year ended December 31, 2024 | ||||||
| --- | --- | --- | --- | --- | --- | --- |
| Fekola<br> Mine | Masbate<br> Mine | Otjikoto<br> Mine | Total | Calibre equity investment | Grand<br> Total | |
| $ | $ | $ | $ | $ | $ | |
| Production costs | 384,221 | 161,462 | 136,145 | 681,828 | 25,126 | 706,954 |
| Inventory sales adjustment | 4,905 | 1,183 | 2,391 | 8,479 | — | 8,479 |
| Cash operating costs | 389,126 | 162,645 | 138,536 | 690,307 | 25,126 | 715,433 |
| Gold produced (ounces) | 392,946 | 194,046 | 198,142 | 785,134 | 19,644 | 804,778 |
| Cash operating costs per ounce ($/ gold ounce produced) | 990 | 838 | 699 | 879 | 1,279 | 889 |
All-in sustaining costs per gold ounce
In June 2013, the World Gold Council, a non-regulatory association of the world’s leading gold mining companies established to promote the use of gold to industry, consumers and investors, provided guidance for the calculation of the measure “all-in sustaining costs per gold ounce”, but as a non-IFRS measure, it does not have a standardized meaning under IFRS and therefore may not be comparable to similar measures presented by other issuers. The original World Gold Council standard became effective January 1, 2014 with further updates announced on November 16, 2018 which were effective starting January 1, 2019.
Management believes that the all-in sustaining costs per gold ounce measure provides additional insight into the costs of producing gold by capturing all of the expenditures required for the discovery, development and sustaining of gold production and allows the Company to assess its ability to support capital expenditures to sustain future production from the generation of operating cash flows. Management believes that, in addition to conventional measures prepared in accordance with IFRS, certain investors use this information to evaluate the Company's performance and ability to generate cash flow. Accordingly, it is intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. Adoption of the standard is voluntary and the cost measures presented may not be comparable to other similarly titled measures of other companies. The Company has applied the principles of the World Gold Council recommendations and has reported all-in sustaining costs on a sales basis. Other companies may calculate these measures differently.
B2Gold defines all-in sustaining costs per ounce as the sum of cash operating costs, royalties and production taxes, capital expenditures and exploration costs that are sustaining in nature, sustaining lease expenditures, corporate general and
administrative costs, share-based payment expenses related to RSUs/DSUs/PSUs/RPUs, community relations expenditures, reclamation liability accretion and realized (gains) losses on fuel derivative contracts, all divided by the total post-commercial production gold ounces sold to arrive at a per ounce figure.
The tables below show a reconciliation of all-in sustaining costs per ounce to production costs as extracted from the annual consolidated financial statements on a consolidated and a mine-by-mine basis (dollars in thousands):
| For the three months ended December 31, 2025 | ||||||
|---|---|---|---|---|---|---|
| Fekola<br> Mine | Masbate<br> Mine | Otjikoto<br> Mine | Goose<br>Mine | Corporate | Grand<br> Total | |
| $ | $ | $ | $ | $ | $ | |
| Production costs | 118,511 | 40,368 | 33,653 | 35,403 | — | 227,935 |
| Royalties and production taxes | 110,134 | 10,737 | 8,486 | 1,529 | — | 130,886 |
| Corporate administration | 5,718 | 1,279 | 1,150 | 166 | 15,940 | 24,253 |
| Share-based payments – RSUs/DSUs/PSUs/RPUs(1) | (43) | — | — | — | 3,596 | 3,553 |
| Community relations | 1,183 | 78 | 681 | 698 | — | 2,640 |
| Reclamation liability accretion | 632 | 331 | 226 | 472 | — | 1,661 |
| Realized losses (gains) on fuel derivative contracts | 165 | 112 | (5) | — | — | 272 |
| Sustaining lease expenditures | 4,897 | 301 | 1,648 | — | 451 | 7,297 |
| Sustaining capital expenditures(2) | 50,175 | 5,022 | 8,467 | 24,869 | — | 88,533 |
| Sustaining mine exploration(2) | 609 | 102 | 719 | 8,694 | — | 10,124 |
| Total all-in sustaining costs | 291,981 | 58,330 | 55,025 | 71,831 | 19,987 | 497,154 |
| Gold sold (ounces) | 153,407 | 47,420 | 50,725 | 31,938 | — | 283,490 |
| All-in sustaining cost per ounce ($/gold ounce sold) | 1,903 | 1,230 | 1,085 | 2,249 | — | 1,754 |
(1) Included as a component of Share-based payments on the Consolidated Statement of Operations.
(2) Refer to Sustaining capital expenditures and Sustaining mine exploration reconciliations below.
The table below shows a reconciliation of sustaining capital expenditures to operating mine capital expenditures as extracted from the annual consolidated financial statements on a consolidated and a mine-by-mine basis (dollars in thousands):
| For the three months ended December 31, 2025 | |||||
|---|---|---|---|---|---|
| Fekola<br> Mine | Masbate<br> Mine | Otjikoto<br> Mine | Goose<br>Mine | Grand<br> Total | |
| $ | $ | $ | $ | $ | |
| Operating mine capital expenditures | 50,175 | 6,109 | 11,298 | 76,089 | 143,671 |
| Plant and infrastructure construction | — | — | — | (51,220) | (51,220) |
| Land acquisitions | — | (1,018) | — | — | (1,018) |
| Other | — | (69) | (2,831) | — | (2,900) |
| Sustaining capital expenditures | 50,175 | 5,022 | 8,467 | 24,869 | 88,533 |
The table below shows a reconciliation of sustaining mine exploration to operating mine exploration as extracted from the annual consolidated financial statements on a consolidated and a mine-by-mine basis (dollars in thousands):
| For the three months ended December 31, 2025 | |||||
|---|---|---|---|---|---|
| Fekola<br> Mine | Masbate<br> Mine | Otjikoto<br> Mine | Goose<br>Mine | Grand<br> Total | |
| $ | $ | $ | $ | $ | |
| Operating mine exploration | 609 | 1,086 | 1,700 | 8,694 | 12,089 |
| Regional exploration | — | (984) | (981) | — | (1,965) |
| Sustaining mine exploration | 609 | 102 | 719 | 8,694 | 10,124 |
The tables below show a reconciliation of all-in sustaining costs per ounce to production costs as extracted from the annual consolidated financial statements on a consolidated and a mine-by-mine basis (dollars in thousands):
| For the three months ended December 31, 2024 | |||||||
|---|---|---|---|---|---|---|---|
| Fekola<br> Mine | Masbate<br> Mine | Otjikoto<br> Mine | Corporate | Total | Calibre equity investment | Grand<br> Total | |
| $ | $ | $ | $ | $ | $ | $ | |
| Production costs | 107,778 | 38,392 | 35,206 | — | 181,376 | — | 181,376 |
| Royalties and production taxes | 37,792 | 7,381 | 5,381 | — | 50,554 | — | 50,554 |
| Corporate administration | 3,209 | 1,168 | 1,089 | 13,628 | 19,094 | — | 19,094 |
| Share-based payments – RSUs/DSUs/PSUs/RPUs(1) | 16 | — | — | 3,532 | 3,548 | — | 3,548 |
| Community relations | 543 | 89 | 491 | — | 1,123 | — | 1,123 |
| Reclamation liability accretion | 443 | 299 | 226 | — | 968 | — | 968 |
| Realized losses on fuel derivative contracts | 465 | 255 | 83 | — | 803 | — | 803 |
| Sustaining lease expenditures | 80 | 309 | 230 | 483 | 1,102 | — | 1,102 |
| Sustaining capital expenditures(2) | 41,809 | 7,993 | 2,590 | — | 52,392 | — | 52,392 |
| Sustaining mine exploration(2) | 1,292 | 320 | 658 | — | 2,270 | — | 2,270 |
| Total all-in sustaining costs | 193,427 | 56,206 | 45,954 | 17,643 | 313,230 | — | 313,230 |
| Gold sold (ounces) | 86,453 | 51,010 | 50,330 | — | 187,793 | — | 187,793 |
| All-in sustaining cost per ounce ($/gold ounce sold) | 2,237 | 1,102 | 913 | — | 1,668 | — | 1,668 |
(1) Included as a component of Share-based payments on the Consolidated Statement of Operations.
(2) Refer to Sustaining capital expenditures and Sustaining mine exploration reconciliations below.
The table below shows a reconciliation of sustaining capital expenditures to operating mine capital expenditures as extracted from the annual consolidated financial statements on a consolidated and a mine-by-mine basis (dollars in thousands):
| For the three months ended December 31, 2024 | ||||||
|---|---|---|---|---|---|---|
| Fekola<br> Mine | Masbate<br> Mine | Otjikoto<br> Mine | Total | Calibre equity investment | Grand<br> Total | |
| $ | $ | $ | $ | $ | $ | |
| Operating mine capital expenditures | 59,571 | 9,534 | 2,714 | 71,819 | — | 71,819 |
| Road construction | (278) | — | — | (278) | — | (278) |
| Fekola underground | (17,484) | — | — | (17,484) | — | (17,484) |
| Land acquisitions | — | (1,541) | — | (1,541) | — | (1,541) |
| Other | — | — | (124) | (124) | — | (124) |
| Sustaining capital expenditures | 41,809 | 7,993 | 2,590 | 52,392 | — | 52,392 |
The table below shows a reconciliation of sustaining mine exploration to operating mine exploration as extracted from the annual consolidated financial statements on a consolidated and a mine-by-mine basis (dollars in thousands):
| For the three months ended December 31, 2024 | ||||||
|---|---|---|---|---|---|---|
| Fekola<br> Mine | Masbate<br> Mine | Otjikoto<br> Mine | Total | Calibre equity investment | Grand<br> Total | |
| $ | $ | $ | $ | $ | $ | |
| Operating mine exploration | 1,292 | 610 | 2,634 | 4,536 | — | 4,536 |
| Regional exploration | — | (290) | (1,976) | (2,266) | — | (2,266) |
| Sustaining mine exploration | 1,292 | 320 | 658 | 2,270 | — | 2,270 |
The tables below show a reconciliation of all-in sustaining costs per ounce to production costs as extracted from the annual consolidated financial statements on a consolidated and a mine-by-mine basis (dollars in thousands):
| For the year ended December 31, 2025 | ||||||
|---|---|---|---|---|---|---|
| Fekola<br> Mine | Masbate<br> Mine | Otjikoto<br> Mine | Goose<br>Mine | Corporate | Grand<br> Total | |
| $ | $ | $ | $ | $ | $ | |
| Production costs | 408,105 | 162,484 | 130,327 | 44,530 | — | 745,446 |
| Royalties and production taxes | 277,902 | 36,950 | 27,417 | 1,909 | — | 344,178 |
| Corporate administration | 16,511 | 2,977 | 4,448 | 166 | 42,985 | 67,087 |
| Share-based payments – RSUs/DSUs/PSUs/RPUs(1) | — | — | — | — | 14,409 | 14,409 |
| Community relations | 2,321 | 350 | 1,850 | 7,989 | — | 12,510 |
| Reclamation liability accretion | 2,581 | 1,344 | 970 | 1,604 | — | 6,499 |
| Realized losses on fuel derivative contracts | 925 | 578 | 90 | — | — | 1,593 |
| Sustaining lease expenditures | 5,148 | 1,262 | 5,306 | — | 1,780 | 13,496 |
| Sustaining capital expenditures(2) | 176,787 | 36,488 | 20,161 | 24,869 | — | 258,305 |
| Sustaining mine exploration(2) | 609 | 220 | 1,910 | 8,694 | — | 11,433 |
| Total all-in sustaining costs | 890,889 | 242,653 | 192,479 | 89,761 | 59,174 | 1,474,956 |
| Less all-in sustaining costs related to pre-commercial production | — | — | — | (17,930) | — | (17,930) |
| Total all-in sustaining costs from commercial production | 890,889 | 242,653 | 192,479 | 71,831 | 59,174 | 1,457,026 |
| Gold Sold (ounces) | 493,759 | 195,813 | 198,602 | 39,623 | — | 927,797 |
| Less pre-commercial sales ounces | — | — | — | (7,685) | — | (7,685) |
| Gold Sold from commercial production (ounces) | 493,759 | 195,813 | 198,602 | 31,938 | — | 920,112 |
| All-in sustaining cost per ounce ($/gold ounce sold) | 1,804 | 1,239 | 969 | 2,249 | — | 1,584 |
(1) Included as a component of Share-based payments on the Consolidated Statement of Operations.
(2) Refer to Sustaining capital expenditures and Sustaining mine exploration reconciliations below.
The table below shows a reconciliation of sustaining capital expenditures to operating mine capital expenditures as extracted from the annual consolidated financial statements on a consolidated and a mine-by-mine basis (dollars in thousands):
| For the year ended December 31, 2025 | |||||
|---|---|---|---|---|---|
| Fekola<br> Mine | Masbate<br> Mine | Otjikoto<br> Mine | Goose<br>Mine | Grand<br> Total | |
| $ | $ | $ | $ | $ | |
| Operating mine capital expenditures | 222,670 | 41,257 | 24,005 | 471,453 | 759,385 |
| Pre-production capital expenditures | — | — | — | (395,364) | (395,364) |
| Plant and infrastructure construction | — | — | — | (51,220) | (51,220) |
| Fekola underground | (45,883) | — | — | — | (45,883) |
| Land acquisitions | — | (3,729) | — | — | (3,729) |
| Other | — | (1,040) | (3,844) | — | (4,884) |
| Sustaining capital expenditures | 176,787 | 36,488 | 20,161 | 24,869 | 258,305 |
The table below shows a reconciliation of sustaining mine exploration to operating mine exploration as extracted from the annual consolidated financial statements (dollars in thousands):
| For the year ended December 31, 2025 | |||||
|---|---|---|---|---|---|
| Fekola<br> Mine | Masbate<br> Mine | Otjikoto<br> Mine | Goose<br>Mine | Grand<br> Total | |
| $ | $ | $ | $ | $ | |
| Operating mine exploration | 609 | 2,639 | 8,133 | 24,635 | 36,016 |
| Regional exploration | — | (2,419) | (6,223) | (15,941) | (24,583) |
| Sustaining mine exploration | 609 | 220 | 1,910 | 8,694 | 11,433 |
The tables below show a reconciliation of all-in sustaining costs per ounce to production costs as extracted from the annual consolidated financial statements on a consolidated and a mine-by-mine basis (dollars in thousands):
| For the year ended December 31, 2024 | |||||||
|---|---|---|---|---|---|---|---|
| Fekola<br> Mine | Masbate<br> Mine | Otjikoto<br> Mine | Corporate | Total | Calibre equity investment | Grand<br> Total | |
| $ | $ | $ | $ | $ | $ | $ | |
| Production costs | 384,221 | 161,462 | 136,145 | — | 681,828 | 25,126 | 706,954 |
| Royalties and production taxes | 100,353 | 26,801 | 19,445 | — | 146,599 | 1,565 | 148,164 |
| Corporate administration | 11,220 | 2,767 | 4,781 | 40,715 | 59,483 | 1,463 | 60,946 |
| Share-based payments – RSUs/DSUs/PSUs/RPUs(1) | 111 | — | — | 16,150 | 16,261 | — | 16,261 |
| Community relations | 962 | 228 | 1,719 | — | 2,909 | — | 2,909 |
| Reclamation liability accretion | 1,815 | 1,234 | 961 | — | 4,010 | — | 4,010 |
| Realized losses on fuel derivative contracts | 100 | 35 | 73 | — | 208 | — | 208 |
| Sustaining lease expenditures | 329 | 1,248 | 1,254 | 1,989 | 4,820 | — | 4,820 |
| Sustaining capital expenditures(2) | 193,277 | 27,314 | 27,668 | — | 248,259 | 2,392 | 250,651 |
| Sustaining mine exploration(2) | 4,428 | 2,121 | 1,769 | — | 8,318 | — | 8,318 |
| Total all-in sustaining costs | 696,816 | 223,210 | 193,815 | 58,854 | 1,172,695 | 30,546 | 1,203,241 |
| Gold sold (ounces) | 404,458 | 193,270 | 203,796 | — | 801,524 | 19,644 | 821,168 |
| All-in sustaining cost per ounce ($/gold ounce sold) | 1,723 | 1,155 | 951 | — | 1,463 | 1,555 | 1,465 |
(1) Included as a component of Share-based payments on the Consolidated Statement of Operations.
(2) Refer to Sustaining capital expenditures and Sustaining mine exploration reconciliations below.
The table below shows a reconciliation of sustaining capital expenditures to operating mine capital expenditures as extracted from the annual consolidated financial statements (dollars in thousands):
| For the year ended December 31, 2024 | ||||||
|---|---|---|---|---|---|---|
| Fekola<br> Mine | Masbate<br> Mine | Otjikoto<br> Mine | Total | Calibre equity investment | Grand<br> Total | |
| $ | $ | $ | $ | $ | $ | |
| Operating mine capital expenditures | 257,776 | 29,763 | 28,842 | 316,381 | 2,392 | 318,773 |
| Road construction | (887) | — | — | (887) | — | (887) |
| Fekola underground | (63,612) | — | — | (63,612) | — | (63,612) |
| Land acquisitions | — | (2,189) | — | (2,189) | — | (2,189) |
| Other | — | (260) | (1,174) | (1,434) | — | (1,434) |
| Sustaining capital expenditures | 193,277 | 27,314 | 27,668 | 248,259 | 2,392 | 250,651 |
The table below shows a reconciliation of sustaining mine exploration to operating mine exploration as extracted from the annual consolidated financial statements (dollars in thousands):
| For the year ended December 31, 2024 | ||||||
|---|---|---|---|---|---|---|
| Fekola<br> Mine | Masbate<br> Mine | Otjikoto<br> Mine | Total | Calibre equity investment | Grand<br> Total | |
| $ | $ | $ | $ | $ | $ | |
| Operating mine exploration | 4,428 | 3,649 | 7,825 | 15,902 | — | 15,902 |
| Regional exploration | — | (1,528) | (6,056) | (7,584) | — | (7,584) |
| Sustaining mine exploration | 4,428 | 2,121 | 1,769 | 8,318 | — | 8,318 |
Adjusted net income and adjusted earnings per share - basic
Adjusted net income and adjusted earnings per share – basic are non-IFRS measures that do not have a standardized meaning prescribed by IFRS and therefore may not be comparable to similar measures presented by other issuers. The Company defines adjusted net income as net income attributable to shareholders of the Company adjusted for non-recurring items and also significant recurring non-cash items. The Company defines adjusted earnings per share – basic as adjusted net income divided by the basic weighted average number of common shares outstanding.
Management believes that the presentation of adjusted net income and adjusted earnings per share - basic is appropriate to provide additional information to investors regarding items that we do not expect to continue at the same level in the future or that management does not believe to be a reflection of the Company's ongoing operating performance. Management further believes that its presentation of these non-IFRS financial measures provide information that is useful to investors because they are important indicators of the strength of our operations and the performance of our core business. Accordingly, it is intended to provide additional information and should not be considered in isolation as a substitute for measures of performance prepared in accordance with IFRS. Other companies may calculate this measure differently.
A reconciliation of net income (loss) to adjusted net income as extracted from the annual consolidated financial statements is set out in the table below:
| Three months ended | Year ended | |||
|---|---|---|---|---|
| December 31, | December 31, | |||
| 2025 | 2024 | 2025 | 2024 | |
| $ | $ | $ | $ | |
| (000’s) | (000’s) | (000’s) | (000’s) | |
| Net income (loss) attributable to shareholders of the Company for the period: | 170,584 | (11,881) | 401,908 | (629,891) |
| Adjustments for non-recurring items and significant recurring non-cash items: | ||||
| Unrealized losses (gains) on derivative instruments | 63,717 | (3,639) | 236,087 | 2,630 |
| Change in fair value of gold stream | 37,958 | 5,629 | 118,364 | 26,825 |
| Realised gain on total return swap | — | — | (7,731) | — |
| Write-down of mining interests | — | — | 5,118 | 636 |
| Impairment of long-lived assets | — | — | — | 858,301 |
| Gain on sale of mining interests | — | — | — | (56,115) |
| Gain on sale of shares in associate | — | — | — | (16,822) |
| Regulatory dispute settlement | — | — | — | 15,089 |
| Dilution loss on investment in Calibre | — | — | — | 8,984 |
| Deferred income tax (recovery) expense | (125,008) | 27,324 | (141,893) | (3,095) |
| Adjusted net income attributable to shareholders of the Company for the period | 147,251 | 17,433 | 611,853 | 206,542 |
| Basic weighted average number of common shares outstanding (in thousands) | 1,336,691 | 1,313,960 | 1,325,322 | 1,308,850 |
| Adjusted net earnings attributable to shareholders of the Company per share–basic ($/share) | 0.11 | 0.01 | 0.46 | 0.16 |
SUMMARY OF QUARTERLY RESULTS
| Q4 | Q3 | Q2 | Q1 | Q4 | Q3 | Q2 | Q1 | |
|---|---|---|---|---|---|---|---|---|
| 2025 | 2025 | 2025 | 2025 | 2024 | 2024 | 2024 | 2024 | |
| Gold revenue ($ in thousands) | 1,053,977 | 782,948 | 692,206 | 532,107 | 499,788 | 448,229 | 492,569 | 461,444 |
| Net income (loss) for the period ($ in thousands) | 180,259 | 23,123 | 160,753 | 62,564 | (9,325) | (631,032) | (34,777) | 48,481 |
| Earnings (loss) per share (1) – basic ($) | 0.13 | 0.01 | 0.12 | 0.04 | (0.01) | (0.48) | (0.02) | 0.03 |
| Earnings (loss) per share (1) – diluted ($) | 0.11 | 0.01 | 0.10 | 0.04 | (0.01) | (0.48) | (0.02) | 0.03 |
| Cash flows provided by operating activities ($ in thousands) | 286,364 | 175,140 | 255,544 | 178,788 | 120,544 | (16,099) | 62,432 | 710,727 |
| Gold sold including pre-commercial sales from the Goose Mine (ounces) | 283,490 | 249,925 | 210,384 | 183,998 | 187,793 | 180,525 | 210,228 | 222,978 |
| Average realized gold price ($/ounce) | 3,718 | 3,133 | 3,290 | 2,892 | 2,661 | 2,483 | 2,343 | 2,069 |
| Gold produced (ounces) | 303,029 | 240,507 | 228,762 | 192,752 | 186,001 | 180,553 | 204,241 | 214,339 |
| Gold produced, total including Goose pre-commercial production and Calibre equity investment (ounces) | 303,029 | 254,369 | 229,454 | 192,752 | 186,001 | 180,553 | 212,508 | 225,716 |
| Production costs ($ in thousands) | 227,935 | 195,154 | 160,363 | 161,994 | 181,376 | 192,408 | 151,299 | 156,745 |
(1)Attributable to the shareholders of the Company.
Quarterly gold revenue throughout the eight quarters is a function of quarterly production levels, the timing of bullion shipments and changes in average realized gold price while cash flows from operating activities are also impacted by production costs of each quarter and changes in working capital. Quarterly gold revenue and production costs for the second, third and fourth quarter of 2025 include the results of the Goose Mine, including any sales of pre-commercial production. Net income throughout the eight quarters is a function of quarterly revenues, cash operating costs, related taxes and asset impairment charges, where applicable. The net loss in the second quarter of 2024 reflects an impairment of $194 million related to the Fekola Complex, net of deferred income tax, partially offset by a gain on sale of mining interests of $49 million and a gain on sale of shares in associate of $17 million. The net loss in the third quarter of 2024 reflects an impairment of $661 million related to the Goose Mine and settlement expenses arising from the MOU Agreement signed with the State of Mali in September 2024 of $84 million partially offset by a gain on sale of mining interests of $8 million. Cash flows used in operating activities in the third quarter of 2024 reflect the build-up of long-term supplies inventory of $98 million for the Goose Mine. The net loss in the fourth quarter of 2024 reflects the retroactive application of the additional 10% priority dividend at the Fekola Mine resulting in an additional current income tax expense of $13 million.
SUMMARY AND OUTLOOK
The Company is pleased with its 2025 operating and financial results. Consolidated production of 979,604 ounces (including 14,554 ounces of pre-commercial production from the Goose Mine) was within the Company's consolidated guidance range. The Fekola, Masbate and Otjikoto Mines all surpassed 2025 budgeted production targets, and on June 30, 2025, the Company announced the first gold pour from its new Goose Mine in Nunavut with commercial production reached soon thereafter, on October 2, 2025.
The price of gold realized per ounce significantly exceeded the original 2025 budgeted gold price of $2,250 per ounce, enhancing the Company’s cash generating activities. The Company remains in a strong financial position and is well placed to complete its budgeted capital and exploration activities for 2026, manage its financial commitments and continue to pay a dividend at a yield consistent with its peer group. In addition to returning capital through dividend payments, an NCIB program was implemented in 2025, pursuant to which, the Company repurchased 2 million shares for $10 million. In early 2026, the Company repurchased a further 5 million shares for $24 million, and expects to buy back further amounts as the year progresses.
The Company has made significant progress in the development and enhancement of existing operations, which continues to be a key area of focus. The commencement of mining activities at the Fekola underground in the third quarter of 2025 demonstrated the ongoing commitment of both the Company and the State of Mali to implement the matters laid out in the Memorandum of Understanding (the "MOU") entered into in September 2024. Fekola underground produced 25,230 ounces in 2025, with further significant ramp up expected in 2026 and subsequent years. Our next key milestone under the MOU is the receipt of an exploitation permit for Fekola Regional which is now expected in the first quarter of 2026 with production expected to commence by the second half of 2026.
The Goose Mine will continue to ramp up in 2026 with estimated production of between 170,000 and 230,000 ounces. The Goose Mine crushing circuit is currently being supplemented with a mobile crusher. Initial modifications to improve performance of the crushing circuit in the near-term, including the addition of a run-of-mine bin and apron feeder, are scheduled to be implemented in the second half of 2026 at which point use of the mobile crusher will cease. The Company is also studying more comprehensive crushing circuit improvements to increase design capacity of the existing crushing circuit. These studies will be finalized in the first half of 2026, at which point the Company will determine the optimal scope and timing of additional crushing circuit improvements. In addition, the Company is pursuing multiple optimization studies, including one study to analyze the potential to increase mill throughput at the Goose Mine from 4,000 tpd potentially up to 6,000 tpd, and a separate study analyzing the implementation of a flotation/concentrate leach process which has the potential to increase gold recovery and reduce processing unit costs. The Goose Mine is currently permitted for mill throughput of up to 6,000 tpd, so no amendment to the Project Certificate would be required if the Company pursues the mill throughput expansion. The results of these studies are expected to be finalized in the first half of 2026. Once the studies are completed, the Company will evaluate the economics of each option and pursue the desired choice. This assessment is expected to include consideration of whether the Company should postpone any expenditures to increase Goose Mine milling capacity in favour of potential future capital development at George and other Back River Regional targets.
In Namibia, the Company was pleased to announce the approval of a development decision on the Antelope underground deposit at the Otjikoto Mine in September 2025. B2Gold believes that the Antelope deposit has the potential to become a small-scale, low-cost underground gold mine that can supplement the low-grade stockpile production during the period from 2028 to 2032 and result in meaningful production profile for Otjikoto into the next decade, with production from Antelope having the potential to increase Otjikoto Mine gold production to approximately 110,000 ounces per year over the life of the Antelope underground mine from 2029 through 2032. The PEA is preliminary in nature and is based on Inferred Mineral Resources that are considered too speculative geologically to have the engineering and economic considerations applied to them that would enable them to be categorized as Mineral Reserves, and there is no certainty that the PEA based on these Mineral Resources will be realized. Mineral Resources that are not Mineral Reserves do not have demonstrated economic viability.
We continue to assess development opportunities and projects which we can put our proven internal mine construction team to work on. Development opportunities being assessed include our wholly owned Gramalote Project in Colombia. Due to the
desired modifications to the processing plant and infrastructure locations, a Modified Work Plan and Modified Environment Impact Study are required. The Modified Work Plan was submitted in January 2026 and the Modified Environmental Impact Study is expected to be submitted in the first quarter 2026, with completion of the process is expected to take approximately twelve months. In conjunction with these permit modifications, the Company also intends to complete a significant portion of its resettlement objectives by the end of 2026, in accordance with its existing resettlement plan. Assessment of the Gramalote Project remains ongoing. If B2Gold makes the decision to develop the Gramalote Project as an open pit gold mine, B2Gold would utilize its proven internal mine construction team to build the mine and mill facilities.
Exploration also remains a key focus as B2Gold seeks to both expand its reserve and resource base at its existing operations as well as seeking out greenfield opportunities, including strategic investments in prospective junior exploration companies.
The Company's ongoing strategy is to continue to maximize responsible profitable production from its existing mines, maintain a strong financial position, realize the potential increase in gold production from the Company's existing development projects, continue exploration programs across the Company's robust land packages, evaluate new exploration, development and production opportunities and continue to return capital to shareholders.
OUTSTANDING SHARE DATA
At February 18, 2026, 1,337,043,903 common shares were outstanding. The Notes, if converted, would result in the issuance of approximately 145 million shares. In addition, the Company had approximately 28 million stock options, approximately 5 million RSUs and approximately 7 million PSUs outstanding at February 18, 2026. The number of shares issued on the vesting of PSUs could vary from 0% to 200% of the number of PSUs depending on the achievement of certain performance criteria, all other stock-based compensation converts on a 1:1 ratio.
CAUTIONARY STATEMENT ON FORWARD-LOOKING INFORMATION
Production results and production guidance presented in this MD&A reflect the total production at the mines B2Gold operates on a 100% basis. Please see our most recent Annual Information Form for a discussion of our ownership interest in the mines B2Gold operates.
This MD&A includes certain “forward-looking information” and “forward-looking statements” (collectively “forward-looking statements”) within the meaning of applicable Canadian and United States securities legislation, including: 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 all-in sustaining costs, and budgets on a consolidated and mine by mine basis, which if they occur, would have on our business, our planned capital and exploration expenditures; future or estimated mine life, metal price assumptions, ore grades or sources, gold recovery rates, stripping ratios, throughput, ore processing; statements regarding anticipated exploration, drilling, development, construction, permitting and other activities or achievements of B2Gold; and including, without limitation: remaining well positioned for continued strong operational and financial performance in 2026; projected gold production, cash operating costs and all-in sustaining costs (on a consolidated and mine by mine basis in 2026 for the Fekola Complex, the Otjikoto Mine, the Masbate Gold Project and the Goose Mine; total consolidated gold production of between 820,000 and 970,000 ounces in 2026, with cash operating costs of between $1,155 and $1,280 per ounce and all-in sustaining costs of between $2,400 and $2,580 per ounce; B2Gold's continued prioritization of operating the Goose Mine in a manner that recognizes Indigenous input and concerns and brings long-term socio-economic benefits to the area; the Goose Mine annual gold production exceeding 300,000 ounces per year beginning in 2027 and continuing over the medium-term; trucking of selective higher-grade saprolite material from the Anaconda Area to the Fekola mill having the potential to generate approximately 80,000 to 100,000 ounces of additional gold production per year from Fekola Regional sources, including up to 180,000 ounces in the first five years of production between 2027 and 2032; the receipt of the exploitation permit for Fekola Regional in the first quarter of 2026 and Fekola Regional production expected to commence in the second half of 2026; the potential for the Antelope deposit to be developed as an underground operation and contribute up to 65,000 per year during the low-grade stockpile processing in 2029 through 2032; the timing and results of the optimization studies on the Goose Mine; the potential to develop the Gramalote Project as an open pit gold mine; planned 2026 exploration budgets for Canada, Mali, Namibia, The Philippines, Finland, Cote D’Ivoire and other grassroots projects and the potential payment of future dividends, including the timing and amount of any such dividends, and the expectation that quarterly dividends will be maintained at the same level. All statements in this MD&A that address events 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", "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 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 associated with or related to: the volatility of metal prices and B2Gold'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 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; climate change and climate change regulations; the ability to replace mineral reserves and identify acquisition opportunities; the unknown liabilities 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 result thereof and the ability to generate sufficient cash flows; operations in foreign and developing countries and the compliance with foreign laws, including those associated with operations in Mali, Namibia, the Philippines 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; remote operations and the availability of adequate infrastructure; fluctuations in price and availability of energy and other inputs 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 effects 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 Gold Project; challenges to title or surface rights; the dependence on key personnel and the ability to attract 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 financial reporting as required by law, including Section 404 of the Sarbanes-Oxley Act; compliance with anti-corruption laws, and sanctions or other similar measures; social media and B2Gold's reputation; 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.sedarplus.ca 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 available 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: 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, forecasts, studies and assessments; B2Gold's ability 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 necessary 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 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.
The projected range of all-in sustaining costs includes sustaining capital expenditures, corporate administrative expense, mine-site exploration and evaluation costs and reclamation cost accretion, and exclude the effects of expansionary capital and non-sustaining expenditures. Projected GAAP total production cash costs for the full year would require inclusion of the projected impact of future included and excluded items, including items that are not currently determinable, but may be significant, such as sustaining capital expenditures, reclamation cost accretion. Due to the uncertainty of the likelihood, amount and timing of any such items, B2Gold does not have information available to provide a quantitative reconciliation of projected all-in sustaining costs to a total production cash costs projection. B2Gold believes that this measure represents the total costs of producing gold from current operations, and provides B2Gold and other stakeholders of the Company with additional information of B2Gold’s operational performance and ability to generate cash flows. All-in sustaining costs, as a key performance measure, allows B2Gold to assess its ability to support capital expenditures and to sustain future production from the generation of operating cash flows. This information provides management with the ability to more actively manage capital programs and to make more prudent capital investment decisions.
CAUTIONARY STATEMENT REGARDING MINERAL RESERVE AND RESOURCE ESTIMATES
The disclosure in this MD&A was prepared in accordance with Canadian standards for the reporting of mineral resource and mineral reserve estimates, which differ in some material respects from the disclosure requirements of United States securities laws. In particular, and without limiting the generality of the foregoing, the terms “mineral reserve”, “proven mineral reserve”, “probable mineral reserve”, “inferred mineral resources,”, “indicated mineral resources,” “measured mineral resources” and “mineral resources” used or referenced in this MD&A, are Canadian mineral disclosure terms as defined in accordance with Canadian National Instrument 43-101 - Standards of Disclosure for Mineral Projects (“NI 43-101”) and the Canadian Institute of Mining, Metallurgy and Petroleum (the “CIM”) - CIM Definition Standards on Mineral Resources and Mineral Reserves, adopted by the CIM Council, as amended (the “CIM Definition Standards”). The definitions of these terms, and other mining terms and disclosures, differ from the definitions of such terms, if any, for purposes of the SEC’s disclosure rules for domestic United State issuers. As a foreign private issuer that is eligible to file reports with the SEC pursuant to the MJDS, B2Gold is not required to provide disclosure on its mineral properties under the SEC Rules and provides disclosure under NI 43-101 and the CIM Definition Standards. Accordingly, mineral reserve and mineral resource information and other technical information contained in this MD&A may not be comparable to similar information disclosed by companies subject to the SEC’s reporting and disclosure requirements for domestic United States issuers.
Mineral resources that are not mineral reserves do not have demonstrated economic viability. Due to the uncertainty of measured, indicated or inferred mineral resources, these mineral resources may never be upgraded to proven and probable mineral reserves. Investors are cautioned not to assume that any part of mineral deposits in these categories will ever be converted into reserves or recovered. In addition, United States investors are cautioned not to assume that any part or all of B2Gold’s measured, indicated or inferred mineral resources constitute or will be converted into mineral reserves or are or will be economically or legally mineable without additional work.
Historical results or feasibility models presented herein are not guarantees or expectations of future performance. Mineral resources that are not mineral reserves do not have demonstrated economic viability. Due to the uncertainty of measured, indicated or inferred mineral resources, these mineral resources may never be upgraded to proven and probable mineral reserves. Investors are cautioned not to assume that any part of mineral deposits in these categories will ever be converted into reserves or recovered. In addition, United States investors are cautioned not to assume that any part or all of B2Gold’s measured, indicated or inferred mineral resources constitute or will be converted into mineral reserves or are or will be economically or legally mineable without additional work.
QUALIFIED PERSONS
William Lytle, Senior Vice President and Chief Operating Officer, a qualified person under National Instrument 43-101, has reviewed and approved the disclosure of all scientific and technical information related to operational matters contained in this MD&A. Andrew Brown, P. Geo., Vice President, Exploration, a qualified person under NI 43-101, has approved the scientific and technical information regarding exploration matters contained in this MD&A.
36
Document
Consent of Independent Registered Public Accounting Firm
We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (No. 333-273659, 333-239197, 333-232158, 333-226063, 333-218710, 333-206811, 333-200228 and 333-192555) and the registration statement on Form F-3D (No. 333-274310) of B2Gold Corp. of our report dated February 18, 2026 relating to the consolidated financial statements and the effectiveness of internal control over financial reporting, which appears in Exhibit 99.1 to the Company’s current report on Form 6-K filed on February 18, 2026.
/s/PricewaterhouseCoopers LLP
Chartered Professional Accountants
Vancouver, Canada
February 18, 2026
Document
Exhibit 99.4
Consent of Andrew Brown
I consent to the inclusion in the Management’s Discussion and Analysis of B2Gold Corp. (the “Company”) for the year ended December 31, 2025 (the “MD&A”), of references to my name, including as an expert or qualified person under Canadian National Instrument 43-101, with respect to the use and disclosure of any scientific and technical information regarding the Company’s exploration matters associated with the properties contained, summarized, or incorporated by reference therein (the “Technical Information”).
I also consent to the incorporation by reference in the Company’s Registration Statements on Form S-8 (Nos. 333-239197, 333-232158, 333-206811, 333-200228, 333-218710, 333-226063, 333-192555 and 333-273659) and on the Registration Statement on Form F-3D (No. 333-274310), filed with the United States Securities and Exchange Commission, and any amendments or supplements thereto, of the references to my name as a qualified person and of such Technical Information contained or incorporated by reference in the MD&A.
| Date: February 18, 2026 | /s/ Andrew Brown |
|---|---|
| Andrew Brown, Vice President, Exploration |
Document
Exhibit 99.5
Consent of William Lytle
I consent to the inclusion in the Management’s Discussion and Analysis of B2Gold Corp. (the “Company”) for the year ended December 31, 2025 (the “MD&A”), of references to my name, including as an expert or qualified person under Canadian National Instrument 43-101, with respect to the use and disclosure of any scientific and technical information regarding the Company’s operational matters associated with the properties contained, summarized, or incorporated by reference therein (the “Technical Information”).
I also consent to the incorporation by reference in the Company’s Registration Statements on Form S-8 (Nos. 333-239197, 333-232158, 333-206811, 333-200228, 333-218710, 333-226063, 333-192555 and 333-273659) and on the Registration Statement on Form F-3D (No. 333-274310), filed with the United States Securities and Exchange Commission, and any amendments or supplements thereto, of the references to my name as a qualified person and of such Technical Information contained or incorporated by reference in the MD&A.
| Date: February 18, 2026 | /s/ William Lytle |
|---|---|
| William Lytle, <br>Senior Vice President and Chief Operating Officer |