B2gold Corp 6-K, filed Jul 22, 2020

UNITEDSTATES

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 July, 2020

Commission File Number: 001-35936

B2GoldCorp.

(Translation of registrant’s name into English)

British Columbia, Canada

(Jurisdiction of incorporation or organization)

Suite 3100, Three BentallCentre

595 Burrard Street

Vancouver, British Columbia V7X 1J1

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

Exhibit99.1

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News Release

B2Gold Contributes to COVID-19 ReliefEfforts in Namibia

**Vancouver, BC, July 22, 2020 –**B2Gold Corp. (TSX: BTO, NYSE AMERICAN: BTG, NSX: B2G) (“B2Gold” or the “Company”) is pleased to announce a contribution of $2 million to assist the Namibian government’s COVID-19 relief program. This represents one of the largest private sector contributions to the government’s relief fund. All dollar figures are in United States dollars unless otherwise indicated.

These funds will assist in the purchase of personal protection equipment, food relief packages and hospital equipment (including ventilators) to assist healthcare and frontline workers dealing with the virus and its impact on local populations. B2Gold’s support will be channelled through Namibia’s Disaster Relief Fund which was established under the Emergency Management Unit of the Office of the Prime Minister. The Unit is responsible for mobilizing resources locally and internationally during a national emergency such as the COVID-19 pandemic.

In making this announcement, Mr. Clive Johnson, President and CEO of B2Gold, said: “B2Gold is proud to assist the Namibian government in dealing with the impact of the COVID-19 pandemic. Our contribution demonstrates B2Gold’s sincere commitment to improve the livelihoods of all Namibians.”

B2Gold has made other important contributions this year towards improving livelihoods in Namibia, in line with B2Gold’s overall corporate social responsibility strategy. This includes:

B2Gold operates the Otjikoto mine in Namibia and is the largest Canadian investor and the largest gold producer in the country.

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About B2Gold Corp.

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 and Colombia. In 2020, B2Gold forecasts consolidated gold production of between 1,000,000 and 1,055,000 ounces.

OnBehalf of B2GOLD CORP.

“Clive T. Johnson”

President and Chief Executive Officer

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

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

This newsrelease 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 production and sales; and the impact of the COVID-19 pandemic on B2Gold's operations; statements regarding activities or achievementsof B2Gold including, without limitation: the potential payment of future dividends, including the timing and amount of any suchdividends, and the expectation that quarterly dividends will be maintained at the same level; consolidated gold production of between1,000,000 and 1,055,000 ounces in 2020. All statements in this news release that address events or developments that we expectto occur in the future are forward-looking statements. Forward-looking statements are statements that are not historical factsand 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 thatevents 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 statementsare made.

Forward-looking statements necessarily involveassumptions, risks and uncertainties, certain of which are beyond B2Gold's control, including risks associated with or relatedto: the duration and extent of the COVID-19 pandemic; the volatility of metal prices and B2Gold's common shares; changes in taxlaws; the dangers inherent in exploration, development and mining activities; the uncertainty of reserve and resource estimates;not achieving production, cost or other estimates; actual production, development plans and costs differing materially from theestimates in B2Gold's feasibility and other studies; the ability to obtain and maintain any necessary permits, consents or authorizationsrequired for mining activities; environmental regulations or hazards and compliance with complex regulations associated with miningactivities; climate change and climate change regulations; the ability to replace mineral reserves and identify acquisition opportunities;the unknown liabilities of companies acquired by B2Gold;

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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 theability to generate sufficient cash flows; operations in foreign and developing countries and the compliance with foreignlaws, including those associated with operations in Colombia and including risks related to changes in foreign lawsand changing policies related to mining and local ownership requirements or resource nationalization generally; remoteoperations and the availability of adequate infrastructure; fluctuations in price and availability of energy and other inputsnecessary 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 uponcontractors, third parties and joint venture partners; challenges to title or surface rights; the dependence on key personneland the ability to attract and retain skilled personnel; the risk of an uninsurable or uninsured loss; adverse climate andweather 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 outcome of the ongoing tax assessment by the ColombianTax Office (DIAN) in respect of the Gramalote property; the ability to maintain adequate internal controls over financialreporting as required by law, including Section 404 of the Sarbanes-Oxley Act; compliance with anti-corruption laws, andsanctions or other similar measures; social media and B2Gold's reputation; as well as other factors identified and asdescribed in more detail under the heading "Risk Factors" in B2Gold's most recent Annual Information Form, B2Gold'scurrent Form 40-F Annual Report and B2Gold's other filings with Canadian securities regulators and the U.S. Securities andExchange 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-lookingstatements.

B2Gold's forward-lookingstatements are based on the applicable assumptions and factors management considers reasonable as of the date hereof, based onthe information available to management at such time. These assumptions and factors include, but are not limited to, assumptionsand factors relating 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 ofsuch 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 availabilityand cost of inputs; the price and market for outputs, including gold; the timely receipt of necessary approvals or permits; theability 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's forward-looking statements are based on the opinions and estimates of management and reflect their current expectationsregarding future events and operating performance and speak only as of the date hereof. B2Gold does not assume any obligationto update forward-looking statements if circumstances or management's beliefs, expectations or opinions should change other thanas required by applicable law. There can be no assurance that forward-looking statements will prove to be accurate, and actualresults, 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, orif any of them do, what benefits or liabilities B2Gold will derive therefrom. For the reasons set forth above, undue reliance shouldnot be placed on forward-looking statements.

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