B2gold Corp 6-K, filed Apr 1, 2025
B2gold Corp (BTG)
About this 6-K
B2gold Corp filed this 6-K on April 1, 2025.
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 April 2025
Commission File Number: 001-35936
B2Gold Corp.
(Translation of registrant's name into English)
British Columbia, Canada
(Jurisdiction of incorporation or organization)
Suite 3400, Park Place
666 Burrard Street
Vancouver, British Columbia V6C 2X8
(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 [ ] Form 40-F [ X ]
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: April 1, 2025 | By: | /s/ Randall Chatwin |
| Name: | Randall Chatwin | |
| Title: | Senior Vice President, Legal and Corporate Communications | |
EXHIBIT INDEX
| Exhibit Number | Description | |
| 99.1 | Press Release dated April 1, 2025 |
EXHIBIT 99.1
B2Gold Announces TSX Approval for Normal Course Issuer Bid
VANCOUVER, British Columbia, April 01, 2025 (GLOBE NEWSWIRE) -- B2Gold Corp. (TSX: BTO) (NYSE American: BTG) (“B2Gold” or the “Company”) announces that, further to the press release of the Company dated January 13, 2025 (the “Announcement PR”), the Toronto Stock Exchange (the “TSX”) has accepted the notice of B2Gold’s intention to implement a normal course issuer bid (the “NCIB”).
The Company’s decision to approve the NCIB is consistent with its amended shareholder return strategy outlined in the Announcement PR, and reflective of the Company's belief that the market may undervalue the common shares of B2Gold (the “Shares”) from time to time and that the Shares may trade in a price range which may not adequately reflect the value of the Shares in relation to the business, assets, and prospects of B2Gold from time to time and that purchases of Shares pursuant to the NCIB may represent an appropriate and desirable use of the Company’s capital.
The Company had 1,319,616,807 Shares issued and outstanding as of March 20, 2025. The TSX approval allows the Company to purchase up to 65,980,840 Shares, representing 5% of the issued and outstanding Shares as of March 20, 2025, over a period of twelve months commencing on April 3, 2025. The NCIB will expire no later than April 2, 2026.
All purchases made pursuant to the NCIB will be made on the open market through the facilities of the TSX, the NYSE American, other designated exchanges and/or alternative trading systems or by such other means as may be permitted by applicable Canadian and U.S. securities laws. Purchases made on the open market through the facilities of the TSX, the NYSE American and alternative trading systems will be made at the prevailing market price at the time of purchase, or such other price as may be permitted by the TSX and applicable U.S. securities laws. The Company may also purchase Shares pursuant to exemption orders from applicable securities regulatory authorities, and such purchases will be at a discount to the prevailing market price.
The Company will retain discretion whether to make purchases under the NCIB, if any, and to determine the timing, amount and acceptable price of any such purchases, subject at all times to applicable TSX and other regulatory requirements. The Shares purchased by B2Gold under the NCIB will be cancelled.
In accordance with TSX rules, any daily purchases (other than pursuant to a block purchase exemption) on the TSX under the NCIB are limited to a maximum of 846,788 Shares, which represents 25% of the average daily trading volume of 3,387,154 Shares on the TSX for the six months ended March 31, 2025. Purchases on the NYSE American will be subject to daily limitations and other conditions regarding manner, timing, price and volume of purchases in order to qualify for the safe harbor provided under applicable U.S. securities laws.
About B2Gold
B2Gold is a responsible international senior gold producer headquartered in Vancouver, Canada. Founded in 2007, today, B2Gold has operating gold mines in Mali, Namibia and the Philippines, the Goose Project under construction in northern Canada and numerous development and exploration projects in various countries including Mali, Colombia and Finland.
ON BEHALF OF B2GOLD CORP.
“Clive T. Johnson”
President and Chief Executive Officer
Source: B2Gold Corp.
Forward-looking Statements
This news release contains forward-looking statements which constitute “forward-looking information” within the meaning of applicable Canadian securities legislation and “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 (collectively, “Forward-looking Statements”). All statements included herein, other than statements of historical fact, are Forward-looking Statements and are subject to a variety of known and unknown risks and uncertainties which could cause actual events or results to differ materially from those reflected in the Forward-looking Statements. The Forward-looking Statements in this news release include, without limitation, statements relating to the NCIB and the potential purchase of Shares by the Company in connection therewith. These Forward-looking Statements are based on certain assumptions that B2Gold has made in respect thereof as at the date of this news release. Often, but not always, these Forward-looking Statements can be identified by the use of words such as “estimated”, “potential”, “open”, “future”, “assumed”, “projected”, “used”, “detailed”, “has been”, “gain”, “planned”, “reflecting”, “will”, “anticipated”, “estimated” “containing”, “remaining”, “to be”, or statements that events, “could” or “should” occur or be achieved and similar expressions, including negative variations.
Forward-looking Statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of B2Gold to be materially different from any results, performance or achievements expressed or implied by the Forward-looking Statements. Such uncertainties and factors include, without limitation, risks the ability to purchase Shares under the NCIB; as well as those factors discussed under “Risk Factors” in B2Gold’s Annual Information Form for the fiscal year ended December 31, 2024, a copy of which can be found on the Company’s profile on the SEDAR+ website at www.sedarplus.ca and on EDGAR at www.sec.gov/edgar. Although B2Gold has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in Forward-looking Statements, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended.
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. 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.
For more information on B2Gold please visit the Company website at www.b2gold.com or contact:
Michael McDonald
VP, Investor Relations & Corporate Development
+1 604-681-8371
investor@b2gold.com
Cherry DeGeer
Director, Corporate Communications
+1 604-681-8371
investor@b2gold.com