B2gold Corp 6-K, filed Sep 15, 2021

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

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

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of September, 2021

Commission File Number: 001-35936

B2GoldCorp.

(Translation of registrant’s name into English)

British Columbia, Canada

(Jurisdiction of incorporation or organization)

Suite 3400, Park Place

666 Burrard Street

Vancouver, British ColumbiaV6C 2X8

Canada

(Address of principal executive office)

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

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

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

DOCUMENTS INCLUDED AS PARTOF THIS FORM 6-K

See the Exhibit Index hereto.

SIGNATURES

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

EXHIBIT INDEX

Exhibit 99.1

News Release

B2Gold Updates Payment Date for Third Quarter2021 Dividend

Vancouver, September 14, 2021 - B2Gold Corp. (TSX: BTO, NYSE AMERICAN: BTG, NSX: B2G) (“B2Gold” or the “Company”) announced on September 10, 2021 that its Board of Directors (the “Board”) declared its third quarter of 2021 cash dividend of $0.04 per common share. The Company has updated the payment date for the dividend as such that the shareholders of record as of the close of business on Wednesday, September 22, 2021, will now be entitled to receive payment on Wednesday, September 29, 2021. All dollar figures are in United States Dollars unless otherwise indicated. 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.

About B2Gold

B2Gold is a low-cost international senior gold producer headquartered in Vancouver, Canada. Founded in 2007, today, B2Gold has operating gold mines in Mali, Namibia and the Philippines and numerous exploration and development projects in various countries including Mali, Colombia, Burkina Faso, Finland and Uzbekistan. B2Gold forecasts total consolidated gold production of between 970,000 and 1,030,000 ounces in 2021.

OnBehalf of B2GOLD CORP.

“Clive T. Johnson”

President & Chief Executive Officer

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

TheToronto Stock Exchange and NYSE American LLC neither approve nor disapprove the information contained in this news release.

Productionresults and production guidance presented in this news release reflect total production at the mines B2Gold operates on a 100% projectbasis. Please see our Annual Information Form dated March 30, 2021 for a discussion of our ownership interest in the mines B2Goldoperates.

Thisnews release includes certain "forward-looking information" and "forward-looking statements" (collectively forward-lookingstatements") 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 productionand sales, revenues and cash flows, and capital costs (sustaining and non-sustaining) and operating costs, including projected cash operatingcosts and AISC, and budgets on a consolidated and mine by mine basis; the impact of the COVID-19 pandemic on B2Gold's operations; futureor 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 ofB2Gold; and including, without limitation: total consolidated gold production of between 970,000 and 1,030,000 ounces in 2021; the potentialpayment of future dividends, including the timing and amount of any such dividends, and the expectation that quarterly dividends willbe maintained at the same level. All statements in this news release that address events or developments that we expect to occur in thefuture are forward-looking statements. Forward-looking statements are statements that are not historical facts and are generally, althoughnot always, identified by words such as "expect", "plan", "anticipate", "project", "target","potential", "schedule", "forecast", "budget", "estimate", "intend" or "believe"and similar expressions or their negative connotations, or that events or conditions "will", "would", "may","could", "should" or "might" occur. All such forward-looking statements are based on the opinions and estimatesof management as of the date such statements are made.

Forward-lookingstatements necessarily involve assumptions, risks and uncertainties, certain of which are beyond B2Gold's control, including risks associatedwith or related to: the duration and extent of the COVID-19 pandemic, the effectiveness of preventative measures and contingency plansput in place by the Company to respond to the COVID-19 pandemic, including, but not limited to, social distancing, a non-essential travelban, business continuity plans, and efforts to mitigate supply chain disruptions; escalation of travel restrictions on people or productsand reductions in the ability of the Company to transport and refine doré; 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 estimatesin B2Gold's feasibility and other studies; the ability to obtain and maintain any necessary permits, consents or authorizations requiredfor mining activities; environmental regulations or hazards and compliance with complex regulations associated with mining activities;climate change and climate change regulations; the ability to replace mineral reserves and identify acquisition opportunities; the unknownliabilities of companies acquired by B2Gold; the ability to successfully integrate new acquisitions; fluctuations in exchange rates; theavailability of financing; financing and debt activities, including potential restrictions imposed on B2Gold's operations as a resultthereof and the ability to generate sufficient cash flows; operations in foreign and developing countries and the compliance with foreignlaws, including those associated with operations in Mali, Namibia, the Philippines, Colombia and BurkinaFaso and including risks related to changes in foreign laws and changing policies related to mining and local ownership requirementsor resource nationalization generally, including in response to the COVID-19 outbreak; remote operations and the availability of adequateinfrastructure; fluctuations in price and availability of energy and other inputs necessary for mining operations; shortages or cost increasesin necessary equipment, supplies and labour; regulatory, political and country risks, including local instability or acts of terrorismand the effects thereof; the reliance upon contractors, third parties and joint venture partners; the lack of sole decision-making authorityrelated to Filminera Resources Corporation, which owns the Masbate Project; challenges to title or surface rights; the dependence on keypersonnel and the ability to attract and retain skilled personnel; the risk of an uninsurable or uninsured loss; adverse climate and weatherconditions; litigation risk; competition with other mining companies; community support for B2Gold's operations, including risks relatedto strikes and the halting of such operations from time to time; conflicts with small scale miners; failures of information systems orinformation security threats; the ability to maintain adequate internal controls over financial reporting as required by law, includingSection 404 of the Sarbanes-Oxley Act; compliance with anti-corruption laws, and sanctions or other similar measures; social media andB2Gold's reputation; risks affecting Calibre having an impact on the value of the Company's investment in Calibre, and potential dilutionof our equity interest in Calibre; 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 securitiesregulators and the U.S. Securities and Exchange Commission (the "SEC"), which may be viewed at**www.sedar.com and www.sec.gov,respectively (the "Websites"). The list is not exhaustive of the factors that may affect B2Gold's forward-looking statements.

B2Gold'sforward-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, assumptionsand factors related to B2Gold's ability to carry on current and future operations, including: the duration and effects of COVID-19 on our operations and workforce; 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, studiesand assessments; B2Gold's ability to meet or achieve estimates, projections and forecasts; the availability and cost of inputs; the priceand 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 currentand future social, economic and political conditions; and other assumptions and factors generally associated with the mining industry.

B2Gold'sforward-looking statements are based on the opinions and estimates of management and reflect their current expectations regarding futureevents and operating performance and speak only as of the date hereof. B2Gold does not assume any obligation to update forward-lookingstatements 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 coulddiffer materially from those expressed in, or implied by, these forward-looking statements. Accordingly, no assurance can be given thatany events anticipated by the forward-looking statements will transpire or occur, or if any of them do, what benefits or liabilities B2Goldwill derive therefrom. For the reasons set forth above, undue reliance should not be placed on forward-looking statements.