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 May, 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
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: May 7, 2025 | By: | /s/ Randall Chatwin |
| Name: | Randall Chatwin | |
| Title: | Senior Vice President, Legal & Corporate Communications |
EXHIBIT INDEX
Document
B2GOLD CORP.
Condensed Interim Consolidated Financial Statements
For the three months ended March 31, 2025
(Unaudited)
B2GOLD CORP.
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31
(Expressed in thousands of United States dollars, except per share amounts)
(Unaudited)
| 2025 | 2024 | |||
|---|---|---|---|---|
| Gold revenue | $ | 532,107 | $ | 461,444 |
| Cost of sales | ||||
| Production costs | (161,994) | (156,745) | ||
| Depreciation and depletion | (89,557) | (90,446) | ||
| Royalties and production taxes | (42,806) | (30,027) | ||
| Total cost of sales | (294,357) | (277,218) | ||
| Gross profit | 237,750 | 184,226 | ||
| General and administrative | (11,802) | (14,138) | ||
| Foreign exchange gains (losses) | 7,214 | (2,379) | ||
| Non-recoverable input taxes | (6,846) | (4,304) | ||
| Share-based payments | (5,869) | (4,954) | ||
| Write-down of mining interests (Note 7) | (5,118) | — | ||
| Community relations | (999) | (489) | ||
| Share of net income of associates | 754 | 2,097 | ||
| Other expense | (6,251) | (5,432) | ||
| Operating income | 208,833 | 154,627 | ||
| (Losses) gains on derivative instruments (Note 13) | (43,319) | 275 | ||
| Change in fair value of gold stream (Note 14) | (30,552) | (10,852) | ||
| Interest and financing expense (Note 10 and 15) | (5,723) | (9,571) | ||
| Interest income | 3,172 | 5,455 | ||
| Loss on dilution of associate | — | (9,982) | ||
| Other income | 356 | 143 | ||
| Income from operations before taxes | 132,767 | 130,095 | ||
| Current income tax, withholding and other taxes (Note 17) | (86,083) | (61,584) | ||
| Deferred income tax recovery (expense) (Note 17) | 15,880 | (20,030) | ||
| Net income for the period | $ | 62,564 | $ | 48,481 |
| Attributable to: | ||||
| Shareholders of the Company | $ | 57,587 | $ | 39,751 |
| Non-controlling interests (Note 12) | 4,977 | 8,730 | ||
| Net income for the period | $ | 62,564 | $ | 48,481 |
| Earnings per share (attributable to shareholders of the Company) (Note 11) | ||||
| Basic | $ | 0.04 | $ | 0.03 |
| Diluted | $ | 0.04 | $ | 0.03 |
| Weighted average number of common shares outstanding (in thousands) (Note 11) | ||||
| Basic | 1,318,390 | 1,303,191 | ||
| Diluted | 1,469,206 | 1,307,674 |
See accompanying notes to condensed interim consolidated financial statements.
B2GOLD CORP.
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
FOR THE THREE MONTHS ENDED MARCH 31
(Expressed in thousands of United States dollars)
(Unaudited)
| 2025 | 2024 | |||
|---|---|---|---|---|
| Net income for the period | $ | 62,564 | $ | 48,481 |
| Other comprehensive income | ||||
| Items that will not be subsequently reclassified to net income: | ||||
| Gain on investments, net of deferred income tax (Note 6) | 36,287 | 14,971 | ||
| Other comprehensive income for the period | 36,287 | 14,971 | ||
| Total comprehensive income for the period | $ | 98,851 | $ | 63,452 |
| Other comprehensive income attributable to: | ||||
| Shareholders of the Company | $ | 36,287 | $ | 14,971 |
| Non-controlling interests | — | — | ||
| $ | 36,287 | $ | 14,971 | |
| Total comprehensive income attributable to: | ||||
| Shareholders of the Company | $ | 93,874 | $ | 54,722 |
| Non-controlling interests | 4,977 | 8,730 | ||
| $ | 98,851 | $ | 63,452 |
See accompanying notes to condensed interim consolidated financial statements.
B2GOLD CORP.
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31
(Expressed in thousands of United States dollars)
(Unaudited)
| 2025 | 2024 | |||
|---|---|---|---|---|
| Operating activities | ||||
| Net income for the period | $ | 62,564 | $ | 48,481 |
| Mine restoration provisions settled | (493) | (291) | ||
| Non-cash charges, net (Note 18) | 181,923 | 153,765 | ||
| Proceeds from prepaid sales (Note 15) | — | 500,023 | ||
| Changes in non-cash working capital (Note 18) | (14,840) | 21,985 | ||
| Changes in long-term inventory | (10,957) | 1,709 | ||
| Changes in long-term value added tax receivables | (39,409) | (14,945) | ||
| Cash provided by operating activities | 178,788 | 710,727 | ||
| Financing activities | ||||
| Proceeds from convertible senior unsecured notes, net of financing costs (Note 10) | 445,913 | — | ||
| Repayment of revolving credit facility (Note 10) | (400,000) | (150,000) | ||
| Equipment loan facility draw downs (Note 10) | 8,990 | — | ||
| Repayment of equipment loan facilities (Note 10) | (4,402) | (2,387) | ||
| Interest and commitment fees paid | (3,494) | (3,579) | ||
| Cash proceeds from stock option exercises | 2,231 | 1,088 | ||
| Dividends paid (Note 11) | (25,552) | (45,989) | ||
| Principal payments on lease arrangements (Note 10) | (2,972) | (1,448) | ||
| Distributions to non-controlling interests (Note 12) | (8,182) | (4,580) | ||
| Other | (4,267) | 271 | ||
| Cash provided (used) by financing activities | 8,265 | (206,624) | ||
| Investing activities | ||||
| Expenditures on mining interests: | ||||
| Fekola Mine | (64,003) | (80,562) | ||
| Masbate Mine | (7,733) | (8,530) | ||
| Otjikoto Mine | (3,607) | (13,813) | ||
| Goose Project | (94,812) | (117,451) | ||
| Fekola Regional Properties | (3,169) | (4,501) | ||
| Gramalote Project | (6,793) | (3,310) | ||
| Other exploration (Note 18) | (5,596) | (8,840) | ||
| Purchase of long-term investments (Note 6) | (1,808) | — | ||
| Funding of reclamation accounts | (1,421) | (1,029) | ||
| Other | (6,134) | (1,541) | ||
| Cash used by investing activities | (195,076) | (239,577) | ||
| (Decrease) increase in cash and cash equivalents | (8,023) | 264,526 | ||
| Effect of exchange rate changes on cash and cash equivalents | 1,175 | (3,607) | ||
| Cash and cash equivalents, beginning of period | 336,971 | 306,895 | ||
| Cash and cash equivalents, end of period | $ | 330,123 | $ | 567,814 |
| Supplementary cash flow information (Note 18) |
See accompanying notes to condensed interim consolidated financial statements.
B2GOLD CORP.
CONDENSED INTERIM CONSOLIDATED BALANCE SHEETS
(Expressed in thousands of United States dollars)
(Unaudited)
| As at March 31,<br>2025 | As at December 31,<br>2024 | |||
|---|---|---|---|---|
| Assets | ||||
| Current | ||||
| Cash and cash equivalents | $ | 330,123 | $ | 336,971 |
| Receivables, prepaids and other (Note 4) | 47,605 | 41,059 | ||
| Value-added and other tax receivables | 53,848 | 46,173 | ||
| Inventories (Note 5) | 535,637 | 477,586 | ||
| 967,213 | 901,789 | |||
| Long-term investments (Note 6) | 120,475 | 76,717 | ||
| Value-added tax receivables | 276,567 | 244,147 | ||
| Mining interests (Note 7) | 3,438,533 | 3,291,435 | ||
| Investments in associates (Note 8) | 92,171 | 91,417 | ||
| Long-term inventories (Note 5) | 113,965 | 134,529 | ||
| Other assets (Note 9) | 84,021 | 73,964 | ||
| Deferred income taxes | 5,752 | — | ||
| $ | 5,098,697 | $ | 4,813,998 | |
| Liabilities | ||||
| Current | ||||
| Accounts payable and accrued liabilities | $ | 171,452 | $ | 156,352 |
| Current income and other taxes payable | 127,265 | 103,557 | ||
| Current portion of prepaid gold sales (Note 15) | 413,847 | 272,781 | ||
| Current portion of long-term debt (Note 10) | 27,218 | 16,419 | ||
| Current portion of derivative instruments (Note 13) | 16,936 | 1,606 | ||
| Current portion of gold stream obligation (Note 14) | 12,600 | 6,900 | ||
| Current portion of mine restoration provisions | 6,677 | 7,170 | ||
| Other current liabilities | 17,564 | 15,902 | ||
| 793,559 | 580,687 | |||
| Long-term debt (Note 10) | 397,926 | 421,464 | ||
| Gold stream obligation (Note 14) | 184,377 | 159,525 | ||
| Prepaid gold sales (Note 15) | 134,235 | 265,329 | ||
| Mine restoration provisions | 147,726 | 140,541 | ||
| Deferred income taxes | 190,215 | 169,738 | ||
| Derivative instruments (Note 13) | 36,088 | 2,760 | ||
| Employee benefits obligation | 19,600 | 18,410 | ||
| Other long-term liabilities | 20,194 | 19,847 | ||
| 1,923,920 | 1,778,301 | |||
| Equity | ||||
| Shareholders’ equity | ||||
| Share capital (Note 11) | 3,516,643 | 3,510,271 | ||
| Contributed surplus | 159,652 | 91,184 | ||
| Accumulated other comprehensive loss | (66,484) | (102,771) | ||
| Retained deficit | (484,638) | (515,619) | ||
| 3,125,173 | 2,983,065 | |||
| Non-controlling interests (Note 12) | 49,604 | 52,632 | ||
| 3,174,777 | 3,035,697 | |||
| $ | 5,098,697 | $ | 4,813,998 | |
| Commitments (Note 20) | ||||
| Approved by the Board | "Clive T. Johnson" | Director | "Lisa M. Pankratz" | Director |
| --- | --- | --- | --- | --- |
See accompanying notes to condensed interim consolidated financial statements.
B2GOLD CORP.
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
FOR THE THREE MONTHS ENDED MARCH 31
(Expressed in thousands of United States dollars)
(Unaudited)
| 2025 | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Shares<br>(‘000’s) | Share<br>capital | Contributed<br><br>surplus | Accumulated<br><br>other<br><br>comprehensive<br><br>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 for the period | — | — | — | — | 57,587 | 4,977 | 62,564 | ||||||
| Dividends (Note 11) | 246 | 766 | 228 | — | (26,606) | — | (25,612) | ||||||
| Portion of convertible senior unsecured notes allocated to equity, net of deferred income tax (Note 10) | — | — | 67,437 | — | — | — | 67,437 | ||||||
| Gain on investments, net of deferred income tax (Note 6) | — | — | — | 36,287 | — | — | 36,287 | ||||||
| Shares issued on exercise of stock options | 983 | 2,231 | — | — | — | — | 2,231 | ||||||
| Shares issued on vesting of RSUs | 842 | 2,327 | (2,327) | — | — | — | — | ||||||
| Transactions with non-controlling interests<br><br>(Note 12) | — | — | — | — | — | (8,005) | (8,005) | ||||||
| Share-based payments | — | — | 4,178 | — | — | — | 4,178 | ||||||
| Transfer to share capital on exercise of stock options | — | 1,048 | (1,048) | — | — | — | — | ||||||
| Balance at March 31, 2025 | 1,320,112 | $ | 3,516,643 | $ | 159,652 | $ | (66,484) | $ | (484,638) | $ | 49,604 | $ | 3,174,777 |
| 2024 | |||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Shares<br>(‘000’s) | Share<br>capital | Contributed<br><br>surplus | Accumulated<br><br>other<br><br>comprehensive<br><br>loss | Retained 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 income for the period | — | — | — | — | 39,751 | 8,730 | 48,481 | ||||||
| Dividends (Note 11) | 2,443 | 6,085 | 307 | — | (52,467) | — | (46,075) | ||||||
| Gain on investments, net of deferred income tax | — | — | — | 14,971 | — | — | 14,971 | ||||||
| Shares issued on exercise of stock options | 454 | 1,088 | — | — | — | — | 1,088 | ||||||
| Shares issued on vesting of RSUs | 115 | 565 | (565) | — | — | — | — | ||||||
| Transactions with non-controlling interests | — | — | — | — | 1,401 | (4,861) | (3,460) | ||||||
| Share-based payments | — | — | 4,876 | — | — | — | 4,876 | ||||||
| Transfer to share capital on exercise of stock options | — | 843 | (843) | — | — | — | — | ||||||
| Balance at March 31, 2024 | 1,305,408 | $ | 3,463,392 | $ | 88,745 | $ | (110,285) | $ | 384,539 | $ | 103,465 | $ | 3,929,856 |
See accompanying notes to condensed interim consolidated financial statements.
B2GOLD CORP.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three months ended March 31, 2025
(All tabular amounts are in thousands of United States dollars unless otherwise stated)
(Unaudited)
1 Nature of operations
B2Gold Corp. (“B2Gold” or the “Company”) is a Vancouver-based gold producer with three operating mines: the Fekola Mine in Mali, the Masbate Mine in the Philippines, the Otjikoto Mine in Namibia, and a fourth mine under construction, the Goose Project in Canada. 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 and Finland.
B2Gold is a public company which is listed on the Toronto Stock Exchange under the symbol “BTO”, the NYSE American LLC 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.
2 Basis of preparation
These condensed interim consolidated financial statements have been prepared in accordance with International Accounting Standard 34, Interim Financial Reporting ("IAS 34"), as issued by the International Accounting Standards Board ("IASB"). These condensed interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2024, which have been prepared in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board ("IFRS").
These condensed interim consolidated financial statements follow the same accounting policies and methods of application as the most recent annual consolidated financial statements of the Company except as noted below.
These condensed consolidated interim financial statements were authorized for issue by the Board of Directors ("Board") on May 7, 2025.
3 Significant accounting judgements and estimates
The preparation of these financial statements in conformity with IAS 34 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 impairment reversal present that give rise to the requirement to conduct an impairment test. Internal and external factors such as significant changes in the use of the 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 management in determining whether there are any indicators.
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.
B2GOLD CORP.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three months ended March 31, 2025
(All tabular amounts are in thousands of United States dollars unless otherwise stated)
(Unaudited)
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 Company's gold collars and gold stream obligation (Note 13, 14 and 16), 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 judgements to interpret the data. The estimation of recoverable reserves 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 and judgements made in estimating the size, and grade of the ore body. Changes in the reserve or resource estimates may impact the carrying value of mining interests, mine restoration provisions, recognition of deferred tax assets, depreciation and amortization charges and royalties receivable.
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 cash-generating units 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.
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 and expected timing 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 as at March 31, 2025 includes amounts for the Fekola Mine of $240 million (December 31, 2024 - $214 million), for the Masbate Mine of $19 million (December 31, 2024 – $13 million), and for the Gramalote Project of $18 million (December 31, 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.
B2GOLD CORP.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three months ended March 31, 2025
(All tabular amounts are in thousands of United States dollars unless otherwise stated)
(Unaudited)
4 Accounts receivable, prepaids and other
| March 31, 2025 | December 31, 2024 | |
|---|---|---|
| $ | $ | |
| Short-term investments | 17,637 | 11,565 |
| Supplier advances | 9,558 | 9,757 |
| Prepaid expenses | 11,124 | 9,157 |
| Other receivables | 9,286 | 10,580 |
| 47,605 | 41,059 |
5 Inventories
The current inventories balance is made up as follows:
| March 31, 2025 | December 31, 2024 | |
|---|---|---|
| $ | $ | |
| Gold and silver bullion | 64,965 | 34,181 |
| In-process inventory | 18,140 | 45,607 |
| Ore stock-pile inventory | 67,238 | 62,076 |
| Materials and supplies | 385,294 | 335,722 |
| 535,637 | 477,586 |
The long-term inventories balance is made up as follows:
| March 31, 2025 | December 31, 2024 | |
|---|---|---|
| $ | $ | |
| Ore stock-pile inventory | 71,045 | 67,891 |
| Materials and supplies | 42,920 | 66,638 |
| 113,965 | 134,529 |
Current ore stock-pile inventory as at March 31, 2025 includes amounts for the Fekola Mine of $7 million (December 31, 2024 - $14 million), for the Masbate Mine of $17 million (December 31, 2024 - $15 million), for the Otjikoto Mine of $10 million (December 31, 2024 – $10 million) and for the Goose Project of $34 million (December 31, 2024 - $23 million).
Long-term stock-pile inventory as at March 31, 2025 includes amounts for the Otjikoto Mine of $53 million (December 31, 2024 – $50 million), for the Fekola Mine of $9 million (December 31, 2024 - $9 million), and for the Masbate Mine of $9 million (December 31, 2024 - $9 million).
Long-term supplies inventory are supplies for the Goose Project that are expected to be either consumed in construction or beyond the next twelve months.
6 Long-term investments
| March 31, 2025 | December 31, 2024 | |||||
|---|---|---|---|---|---|---|
| Cost<br>$ | AOCI<br>$ | Fair Value<br>$ | Cost<br>$ | AOCI<br>$ | Fair Value<br>$ | |
| Snowline Gold Corp. | 39,011 | 54,244 | 93,255 | 39,011 | 16,566 | 55,577 |
| Founder Metals Inc | 10,513 | 9,154 | 19,667 | 8,705 | 5,500 | 14,205 |
| St. Augustine Gold & Copper Ltd. | 20,193 | (15,928) | 4,265 | 20,193 | (16,408) | 3,785 |
| AuMEGA Metals Ltd. | 3,839 | (1,602) | 2,237 | 3,839 | (1,813) | 2,026 |
| Other | 14,963 | (13,912) | 1,051 | 14,963 | (13,839) | 1,124 |
| 88,519 | 31,956 | 120,475 | 86,711 | (9,994) | 76,717 |
B2GOLD CORP.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three months ended March 31, 2025
(All tabular amounts are in thousands of United States dollars unless otherwise stated)
(Unaudited)
7 Mining 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 | 31,948 | 43,788 | 152,124 | 7,496 | 235,356 |
| Capitalized interest | — | — | 16,427 | — | 16,427 |
| Disposals | — | (11,244) | — | — | (11,244) |
| Write-downs | — | — | — | (5,118) | (5,118) |
| Transfers | — | 38,041 | (38,041) | — | — |
| Change in mine restoration provision estimates | 5,553 | — | — | — | 5,553 |
| Balance at March 31, 2025 | 3,390,144 | 2,158,327 | 1,394,345 | 664,687 | 7,607,503 |
| 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 | (55,869) | (46,339) | — | — | (102,208) |
| Disposals | — | 8,332 | — | — | 8,332 |
| Balance at March 31, 2025 | (2,508,045) | (1,326,058) | — | (334,867) | (4,168,970) |
| Net book value at December 31, 2024 | 900,467 | 799,691 | 1,263,835 | 327,442 | 3,291,435 |
| Net book value at March 31, 2025 | 882,099 | 832,269 | 1,394,345 | 329,820 | 3,438,533 |
Other
During the three months ended March 31, 2025, the Company wrote-off $5 million (2024 - $— million) relating to non-core exploration and evaluation properties that it no longer plans to proceed with.
B2GOLD CORP.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three months ended March 31, 2025
(All tabular amounts are in thousands of United States dollars unless otherwise stated)
(Unaudited)
8 Investment in associates
| Versamet | BeMetals | Calibre | Total | |
|---|---|---|---|---|
| $ | $ | $ | $ | |
| Balance at December 31, 2023 | — | 3,139 | 130,953 | 134,092 |
| Share of net income (loss) | (1,866) | (378) | 4,874 | 2,630 |
| Shares acquired | 88,933 | 1,589 | — | 90,522 |
| Shares sold | — | — | (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 | 4,350 | — | 91,417 |
| Share of net income | 754 | — | — | 754 |
| Balance at March 31, 2025 | 87,821 | 4,350 | — | 92,171 |
9 Other assets
| March 31, 2025 | December 31, 2024 | |
|---|---|---|
| $ | $ | |
| Reclamation deposits | 56,745 | 54,375 |
| Deferred financing costs (Note 10) | 7,792 | — |
| Restricted cash | 6,244 | 5,054 |
| Prepaid witholding tax | 13,041 | 14,473 |
| Other | 199 | 62 |
| 84,021 | 73,964 |
As at March 31, 2025, reclamation deposits include amounts for the Fekola Mine of $23 million (December 31, 2024 - $22 million), for the Otjikoto Mine of $19 million (December 31, 2024 – $18 million), for the Goose Project of $11 million (December 31, 2024 - $11 million) and for the Masbate Mine of $4 million (December 31, 2024 - $4 million).
B2GOLD CORP.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three months ended March 31, 2025
(All tabular amounts are in thousands of United States dollars unless otherwise stated)
(Unaudited)
10 Long-term debt
| March 31, 2025 | December 31, 2024 | |
|---|---|---|
| $ | $ | |
| Convertible senior unsecured notes | ||
| Principal amount | 460,000 | — |
| Portion allocated to equity | (95,298) | — |
| Financing costs | (11,168) | — |
| Amortization of discount and financing costs | 5,202 | — |
| 358,736 | — | |
| Revolving credit facility: | ||
| Principal amount | — | 400,000 |
| Unamortized deferred financing costs | — | (8,310) |
| — | 391,690 | |
| Equipment loans and lease obligations: | ||
| Fekola equipment loan facilities (net of unamortized financing costs) | 20,367 | 13,319 |
| Goose Project equipment loan facilities (net of unamortized financing costs) | 1,875 | 3,588 |
| Lease liabilities | 44,166 | 29,286 |
| 66,408 | 46,193 | |
| Total debt | 425,144 | 437,883 |
| Less current portion | (27,218) | (16,419) |
| 397,926 | 421,464 |
The changes in debt balances during the three months ended March 31, 2025 are as follows:
| Convertible senior unsecured notes | Revolving credit facility | Equipment loans | Lease liabilities | Total | |
|---|---|---|---|---|---|
| $ | $ | $ | $ | $ | |
| Balance at December 31, 2024 | — | 391,690 | 16,907 | 29,286 | 437,883 |
| Drawdowns | 460,000 | — | 8,990 | — | 468,990 |
| Debt repayments | — | (400,000) | (4,402) | (2,972) | (407,374) |
| Portion allocated to equity | (95,298) | — | — | — | (95,298) |
| Lease liabilities incurred | — | — | — | 16,721 | 16,721 |
| Financing costs incurred | (11,168) | — | — | — | (11,168) |
| Reclassification of deferred financing costs to Other Assets (Note 9) | — | 8,310 | — | — | 8,310 |
| Foreign exchange losses | — | — | 717 | 243 | 960 |
| Non-cash interest and financing expense | 5,202 | — | 30 | 888 | 6,120 |
| Balance at March 31, 2025 | 358,736 | — | 22,242 | 44,166 | 425,144 |
| Current portion | (2,214) | — | (9,691) | (15,313) | (27,218) |
| 356,522 | — | 12,551 | 28,853 | 397,926 |
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, 2025. 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
B2GOLD CORP.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three months ended March 31, 2025
(All tabular amounts are in thousands of United States dollars unless otherwise stated)
(Unaudited)
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.
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 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 Condensed Interim Consolidated Statement of Changes in Equity at March 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 three months ended March 31, 2025, the Company settled the total return swap for a gain of $8 million.
Revolving credit facility
The Company has an $800 million revolving credit facility ("RCF") with a syndicate of international banks. The RCF allows for an accordion feature whereby upon receipt of additional binding commitments, the facility may be further increased to $1 billion any time prior to the maturity date of December 17, 2028. During the three months ended March 31, 2025, the Company repaid $400 million under the RCF. As at March 31, 2025, the Company had available undrawn capacity of $800 million. As a result of the repayment, deferred financing costs on the RCF of $8 million have been reclassified to Other Assets (Note 9) on the Condensed Interim Consolidated Balance Sheet at March 31, 2025. 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 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 March 31, 2025, the Company was in compliance with these debt covenants. During the three months ended March 31, 2025, the Company paid outstanding financing costs of $4 million on the RCF.
Lease liabilities
During the three months ended March 31, 2025, the Company entered into a contract for underground development and mining work at the Fekola Mine that resulted in the recognition $17 million of right-of-use assets and $17 million of lease liabilities. The valuation of the lease was based on a 4 year term.
B2GOLD CORP.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three months ended March 31, 2025
(All tabular amounts are in thousands of United States dollars unless otherwise stated)
(Unaudited)
11 Share capital
The Company’s authorized share capital consists of an unlimited number of common shares and an unlimited number of preferred shares. As at March 31, 2025, the Company had 1,320,111,567 common shares outstanding (December 31, 2024 - 1,318,040,605 shares). No preferred shares were outstanding.
During the three months ended March 31, 2025, the Company paid a quarterly dividend of $0.02 per share each, totalling $27 million (2024 - $52 million). Of this amount, $1 million (2024 - $6 million) was satisfied by the issuance of 0.2 million shares (2024 - 2 million shares) under the Company's Dividend Re-investment Plan.
Subsequent to March 31, 2025, on May 7, 2025, the Company approved a second quarter dividend of $0.02 payable on June 24, 2025.
Earnings per share
The following is the calculation of basic and diluted earnings per share:
| For the three<br>months ended<br>March 31, 2025 | For the three<br>months ended<br>March 31, 2024 | |||
|---|---|---|---|---|
| Net income (attributable to shareholders of the Company) | $ | 57,587 | $ | 39,751 |
| Interest and financing expense on convertible senior unsecured notes | $ | 468 | $ | — |
| Diluted net income (attributable to shareholders of the Company) | $ | 58,055 | $ | 39,751 |
| Basic weighted average number of common shares outstanding (in thousands) | 1,318,390 | 1,303,191 | ||
| Effect of dilutive securities: | ||||
| Convertible senior unsecured notes | 144,996 | — | ||
| Performance share units | 3,472 | 3,507 | ||
| Restricted share units | 1,431 | 763 | ||
| Stock options | 917 | 213 | ||
| Diluted weighted average number of common shares outstanding (in thousands) | 1,469,206 | 1,307,674 | ||
| Earnings per share (attributable to shareholders of the Company) | ||||
| Basic | $ | 0.04 | $ | 0.03 |
| Diluted | $ | 0.04 | $ | 0.03 |
12 Non-controlling interests
The following is a continuity schedule of the Company's non-controlling interests:
| Masbate | Otjikoto | Other | Total | |
|---|---|---|---|---|
| $ | $ | $ | $ | |
| Balance at December 31, 2024 | 26,072 | 20,973 | 5,587 | 52,632 |
| Share of net income | 559 | 4,356 | 62 | 4,977 |
| Distributions to non-controlling interest | — | (8,182) | — | (8,182) |
| Participating funding from non-controlling interest | — | — | 177 | 177 |
| Balance at March 31, 2025 | 26,631 | 17,147 | 5,826 | 49,604 |
B2GOLD CORP.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three months ended March 31, 2025
(All tabular amounts are in thousands of United States dollars unless otherwise stated)
(Unaudited)
13 Derivative financial instruments
Fuel derivatives
During the three months ended March 31, 2025, the Company entered into an additional series of forward contracts for the purchase of 6 million litres of fuel oil at an average strike price of $0.38 per litre and 11 million litres of gas oil at an average strike price of $0.54 per litre with scheduled settlement between May 2025 and Jan 2027. The Company's fuel derivative instruments were not designated as hedges and are being recorded at fair value through profit and loss ("FVTPL").
The following is a summary, by maturity dates, of the Company’s fuel derivative contracts outstanding as at March 31, 2025:
| 2025 | 2026 | 2027 | Total | |||||
|---|---|---|---|---|---|---|---|---|
| Forward – fuel oil: | ||||||||
| Litres (thousands) | 25,563 | 19,097 | 830 | 45,490 | ||||
| Average strike price | $ | 0.43 | $ | 0.41 | $ | 0.38 | $ | 0.42 |
| Forward – gas oil: | ||||||||
| Litres (thousands) | 30,199 | 12,171 | — | 42,370 | ||||
| Average strike price | $ | 0.58 | $ | 0.57 | $ | — | $ | 0.58 |
The unrealized fair value of these contracts at March 31, 2025 was $(1) million (December 31, 2024 - $(2) million).
Subsequent to March 31, 2025, the Company entered into contracts for the delivery of 10 million litres of gas oil at a weighted average strike price of $0.51 per litre and 4 million litres of fuel oil at a weighted average strike price of $0.38 per litre.
Gold derivatives
During the year ended December 31, 2024, as a requirement of the RCF (Note 10), 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.
The following is a summary, by maturity dates, of the Company’s gold derivative contracts outstanding as at March 31, 2025:
| 2025 | 2026 | 2027 | Total | |||||
|---|---|---|---|---|---|---|---|---|
| Ounces | 153,008 | 200,006 | 16,637 | 369,651 | ||||
| Average floor price | $ | 2,450 | $ | 2,450 | $ | 2,450 | $ | 2,450 |
| Average ceiling price | $ | 3,294 | $ | 3,294 | $ | 3,294 | $ | 3,294 |
The unrealized fair value of these contracts at March 31, 2025 was $(52) million (December 31, 2024 - $0 million).
14 Gold stream obligation
The Company's gold stream obligation requires the delivery from production at the Company's Goose Project as follows:
•2.7805% of gold production up to delivery of 87,100 ounces
•1.4405% of gold production up to an aggregate of 134,000 ounces
•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 Condensed Interim Consolidated Balance Sheet with changes in the fair value being recorded in the Condensed Interim Consolidated Statement of Operations. The fair value of the gold stream was determined to be level 3 in the fair value hierarchy (Note 16). The Company has guaranteed the gold stream obligation.
B2GOLD CORP.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three months ended March 31, 2025
(All tabular amounts are in thousands of United States dollars unless otherwise stated)
(Unaudited)
The following is a summary of the changes in the gold stream obligation:
| $ | |
|---|---|
| Outstanding at December 31, 2024 | 166,425 |
| Change in fair value | 30,552 |
| Outstanding at March 31, 2025 | 196,977 |
| Less current portion | (12,600) |
| 184,377 |
15 Prepaid gold sales
On January 23, 2024, the Company entered into a series of prepaid gold sales with a number of its 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 in accordance with IFRS 15, Revenue from Contracts with Customers, whereby the cash prepayments have been recognized as deferred revenue on the interim condensed consolidated balance sheet and will be recognized as revenue in the interim condensed consolidated statement of operations based on the contract price when gold deliveries are made.
The following is a summary of the changes in the gold stream obligation:
| $ | |
|---|---|
| Outstanding at December 31, 2024 | 538,110 |
| Accretion | 9,972 |
| Outstanding at March 31, 2025 | 548,082 |
| Less current portion | (413,847) |
| 134,235 |
During the three months ended March 31, 2025, the Company recognized interest charge of $10 million relating to the financing component contained in the prepaid gold sales. The interest expense recognised in the Condensed Interim Consolidated Statement of Operations for the three months ended March 31, 2025 was $0 million, net of $10 million capitalized to the cost of constructing qualifying assets during the period.
16 Financial instruments
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.
B2GOLD CORP.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three months ended March 31, 2025
(All tabular amounts are in thousands of United States dollars unless otherwise stated)
(Unaudited)
As at March 31, 2025, the Company’s financial assets and liabilities that are measured at fair value are categorized as follows:
| As at March 31, 2025 | As at December 31, 2024 | |||||
|---|---|---|---|---|---|---|
| Level 1 | Level 2 | Level 3 | Level 1 | Level 2 | Level 3 | |
| $ | $ | $ | $ | $ | $ | |
| Long-term investments (Note 6) | 120,475 | — | — | 76,717 | — | — |
| Short-term investments (Note 4) | 17,637 | — | — | 11,565 | — | — |
| Fuel derivative contracts (Note 13) | — | (1,185) | — | — | (2,259) | — |
| Gold derivative contracts (Note 13) | — | (51,840) | — | — | 111 | — |
| Gold stream obligation (Note 14) | — | — | (196,977) | — | — | (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 values of the Company's fuel and gold derivative contracts were 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. Gold production is assumed to begin at the end of the second quarter of 2025. Forward gold price estimates ranged from $3,189 to $3,874 per ounce. A $100 per ounce change in the gold forward price would have approximately a $5 million impact on the fair value of the gold stream obligation. A 50 basis point change in the risk-free rate would also have approximately a $5 million impact on the fair value of the gold stream obligation.
The fair value of the Notes, based on quoted market prices, is $532 million. The carrying amount of the Notes represents the liability component recorded at amortized costs (Note 10), 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 other long-term debt 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.
Credit risk
The Company’s maximum exposure to credit risk is the book value of cash and cash equivalents, accounts receivable, 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.
B2GOLD CORP.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three months ended March 31, 2025
(All tabular amounts are in thousands of United States dollars unless otherwise stated)
(Unaudited)
17 Income 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:
| For the threemonths endedMarch 31, 2025 | For the threemonths endedMarch 31, 2024 | |
|---|---|---|
| Income from operations before taxes | 132,767 | 130,095 |
| Canadian federal and provincial income tax rates | 27.00 | 27.00 |
| Income tax expense at statutory rates | 35,847 | 35,126 |
| Increase (decrease) attributable to: | ||
| Future withholding tax | 19,600 | 14,820 |
| Effects of different foreign statutory tax rates | 17,121 | 10,361 |
| Change due to foreign exchange | (17,758) | 7,308 |
| Benefit of optional tax incentives | (6,722) | (3,811) |
| Change in non-taxable portion of gains | — | 1,064 |
| Non-deductible expenditures | 5,808 | 6,574 |
| Withholding and other taxes | 4,100 | 2,944 |
| Change in losses and tax bases for which no tax benefit has been recorded | 13,022 | 6,298 |
| Amounts (over) under provided in prior years | (815) | 930 |
| Income tax expense | 70,203 | 81,614 |
| Current income tax, withholding and other taxes | 86,083 | 61,584 |
| Deferred income tax (recovery) expense | (15,880) | 20,030 |
| Income tax expense | 70,203 | 81,614 |
All values are in US Dollars.
Included in current income tax expense for the three months ended March 31, 2025 was an expense of $13 million (2024 - expense of $8 million), related to the State of Mali's existing 20% (2024 - 10%) 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.
B2GOLD CORP.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three months ended March 31, 2025
(All tabular amounts are in thousands of United States dollars unless otherwise stated)
(Unaudited)
18 Supplementary cash flow information
Supplementary disclosure of cash flow information is provided in the tables below:
Non-cash charges (credits):
| For the three<br>months ended<br>March 31, 2025 | For the three<br>months ended<br>March 31, 2024 | |
|---|---|---|
| $ | $ | |
| Depreciation and depletion | 89,557 | 90,446 |
| Unrealized losses on derivative instruments | 50,875 | 118 |
| Change in fair value of gold stream (Note 14) | 30,552 | 10,852 |
| Deferred income tax (recovery) expense (Note 17) | (15,880) | 20,030 |
| Non-recoverable input taxes | 6,846 | 3,886 |
| Share-based payments | 5,869 | 4,879 |
| Non-cash interest and financing expense | 5,723 | 9,571 |
| Write-down of mining interests (Note 7) | 5,118 | — |
| Share of net income of associates (Note 8) | (754) | (2,097) |
| Loss on dilution of associate | — | 9,982 |
| Other | 4,017 | 6,098 |
| 181,923 | 153,765 |
Changes in non-cash working capital:
| For the three<br>months ended<br>March 31, 2025 | For the three<br>months ended<br>March 31, 2024 | |
|---|---|---|
| $ | $ | |
| Accounts receivable and prepaids | (3,073) | 1,549 |
| Value-added and other tax receivables | (7,454) | (5,116) |
| Inventories | (33,502) | 203 |
| Accounts payable and accrued liabilities | 1,420 | 13,610 |
| Current income and other taxes payable | 27,769 | 11,739 |
| (14,840) | 21,985 |
B2GOLD CORP.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three months ended March 31, 2025
(All tabular amounts are in thousands of United States dollars unless otherwise stated)
(Unaudited)
Other exploration and development:
| For the three<br>months ended<br>March 31, 2025 | For the three<br>months ended<br>March 31, 2024 | |
|---|---|---|
| $ | $ | |
| Fekola Mine, exploration | — | (1,302) |
| Masbate Mine, exploration | (420) | (821) |
| Otjikoto Mine, exploration | (1,831) | (1,789) |
| Goose Project, exploration | (2,688) | (2,312) |
| Finland Properties, exploration | (478) | (1,393) |
| Other | (179) | (1,223) |
| (5,596) | (8,840) |
Non-cash investing and financing activities:
| For the three<br>months ended<br>March 31, 2025 | For the three<br>months ended<br>March 31, 2024 | |
|---|---|---|
| $ | $ | |
| Interest capitalized to construction of qualifying assets | 16,427 | 3,556 |
| Change in current liabilities relating to deferred financing costs | (4,059) | — |
| Change in current liabilities relating to mining interest expenditures | 13,869 | (3,754) |
| Foreign exchange gain on Fekola equipment loan facility | 730 | 285 |
| Share-based payments, capitalized to mining interests | 412 | 181 |
| Interest on loan to non-controlling interest | — | 1,401 |
| Change in accrued distributions to non-controlling interest | — | (300) |
For the three months ended March 31, 2025, the Company paid $55 million of current income tax, withholding and other taxes in cash (2024 - $39 million).
19 Segmented information
The Company’s reportable operating segments include its mining operations and development projects, namely the Fekola, Masbate and Otjikoto mines and the Goose Project. It also includes Fekola Regional properties, which are in the exploration and evaluations stage. The Fekola Regional segment includes the Bantako North, Menankoto, Dandoko and Bakolobi properties. 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 accounted investment in its associates Versamet and BeMetals. The “Corporate and Other” segment includes corporate operations.
The Company’s segments are summarized in the following tables:
| For the three months ended March 31, 2025 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Fekola<br>Mine | Fekola Regional | Masbate<br>Mine | Otjikoto<br>Mine | Goose Project | Other<br>Mineral<br>Properties | Corporate<br>& Other | Total | |
| $ | $ | $ | $ | $ | $ | $ | $ | |
| External gold revenue | 254,667 | — | 129,393 | 148,047 | — | — | — | 532,107 |
| Production costs | 89,025 | — | 38,016 | 34,953 | — | — | — | 161,994 |
| Depreciation & depletion | 36,763 | 136 | 19,480 | 36,948 | (3,770) | 27 | 564 | 90,148 |
| Net (loss) income | 67,040 | 744 | 36,018 | 40,048 | 3,288 | (4,056) | (80,518) | 62,564 |
| Capital expenditures | 64,003 | 3,146 | 8,153 | 5,438 | 97,500 | 7,473 | 88 | 185,801 |
| Total assets | 1,454,671 | 189,411 | 710,806 | 338,537 | 1,769,750 | 336,463 | 299,059 | 5,098,697 |
B2GOLD CORP.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three months ended March 31, 2025
(All tabular amounts are in thousands of United States dollars unless otherwise stated)
(Unaudited)
| For the three months ended March 31, 2024 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Fekola<br>Mine | Fekola Regional | Masbate<br>Mine | Otjikoto<br>Mine | Goose Project | Other<br>Mineral<br>Properties | Corporate<br>& Other | Total | |
| $ | $ | $ | $ | $ | $ | $ | $ | |
| External gold revenue | 256,318 | — | 98,967 | 106,159 | — | — | — | 461,444 |
| Production costs | 85,105 | — | 42,771 | 28,869 | — | — | — | 156,745 |
| Depreciation & depletion | 45,340 | 1,161 | 19,188 | 24,757 | — | — | 497 | 90,943 |
| Net income (loss) | 42,099 | (2,631) | 16,271 | 26,159 | (692) | 1,762 | (34,487) | 48,481 |
| Capital expenditures | 81,864 | 4,826 | 9,351 | 15,602 | 119,763 | 5,601 | 49 | 237,056 |
| Total assets | 1,400,929 | 249,714 | 759,126 | 410,286 | 1,594,527 | 381,290 | 500,400 | 5,296,272 |
The Company’s mining interests are located in the following geographical locations:
| March 31, 2025 | December 31, 2024 | |
|---|---|---|
| $ | $ | |
| Mining interests | ||
| Canada | 1,586,086 | 1,445,143 |
| Mali | 1,116,434 | 1,066,748 |
| Philippines | 469,240 | 480,570 |
| Namibia | 148,713 | 182,758 |
| Colombia | 81,178 | 74,875 |
| Finland | 36,510 | 36,033 |
| Other | 372 | 5,308 |
| 3,438,533 | 3,291,435 |
20 Commitments
As at March 31, 2025, the Company had the following commitments (in addition to those disclosed elsewhere in these financial statements):
•For payments at the Fekola Mine of $8 million for mobile purchases and rebuilds, and $1 million for the new tailings storage facility construction all of which is expected to be incurred in 2025.
•For payments at the Goose Project of $12 million for construction activities, $23 million for mobile equipment, and $3 million for other site infrastructure, all of which is expected to be incurred in 2025.
•For payments at the Masbate Mine of $2 million for the solar plant, and $1 million for capital spares, all of which is expected to be incurred in 2025.
•For payments at the Otjikoto Mine of $2 million for capital spares, all of which is expected to be incurred in 2025.
15
Document
B2GOLD CORP.
MANAGEMENT’S DISCUSSION AND ANALYSIS
For the quarter ended March 31, 2025
This Management’s Discussion and Analysis (“MD&A”) has been prepared as at May 7, 2025 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 unaudited condensed interim consolidated financial statements and the notes thereto of the Company for the three months ended March 31, 2025 and the annual consolidated financial statements and the notes thereto of the Company for the year ended December 31, 2024. The unaudited condensed interim consolidated financial statements have been prepared in accordance with IAS 34, Interim Financial Reporting, as issued by the International Accounting Standards Board ("IAS 34"). The unaudited condensed interim financial statements should be read in conjunction with the annual consolidated financial statements for the year ended December 31, 2024, which 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.
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 | 4 |
| Review of Mining Operations and Development Projects | 7 |
| Liquidity and Capital Resources | 11 |
| Critical Accounting Estimates | 14 |
| Risks and Uncertainties | 16 |
| Internal Control Over Financial Reporting | 16 |
| Non-IFRS Measures | 16 |
| Summary of Quarterly Results | 22 |
| Summary and Outlook | 22 |
| Outstanding Share Data | 23 |
| Cautionary Statement on Forward-Looking Information | 23 |
OVERVIEW
B2Gold is a Vancouver-based gold producer with three operating mines: the Fekola Mine in Mali, the Masbate Mine in the Philippines and the Otjikoto Mine in Namibia, and a fourth mine under construction in Canada, the Goose Project. 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 and Finland.
Summary
Consolidated gold revenue for the first quarter of 2025 was $532 million on sales of 183,998 ounces at an average price of $2,892 per ounce compared to $461 million on sales of 222,978 ounces at an average price of $2,069 per ounce in the first quarter of 2024. The increase in gold revenue of 15% ($71 million) was attributable to a 40% increase in average gold price realized partially offset by a 17% decrease in gold ounces sold.
Consolidated gold production from the Company’s three operating mines was 192,752 ounces in the first quarter of 2025, 6% (10,554 ounces) higher than budget and 10% (21,587 ounces) lower compared to the first quarter of 2024. For the first quarter of 2025, production from each mine exceeded budget. The Fekola, Masbate and Otjikoto mines were 3% (2,649 ounces), 13% (5,327 ounces) and 5% (2,578 ounces) higher than budget, respectively (refer to "Review of Mining Operations and Development Projects" section below). In the first quarter of 2025, the Otjikoto Mine produced 16% (7,162 ounces) more ounces than the first quarter of 2024, while the Fekola and Masbate Mines produced 21% (25,336 ounces) and 7% (3,413 ounces) less ounces, respectively, compared to the first quarter of 2024.
For the first quarter of 2025, consolidated cash operating costs1 were $832 per gold ounce produced ($880 per gold ounce sold), $168 (17%) lower than budget and $114 (16%) per gold ounce produced higher than the first quarter of 2024. Cash operating costs per ounce produced for the first quarter of 2025 were lower than budget largely as a result of lower than budgeted fuel costs and higher than budgeted production. Compared to the first quarter of 2024, cash operating costs per ounce produced for the first quarter of 2025 were higher mainly due to more ounces produced in the first quarter of 2024.
Consolidated all-in sustaining costs2 for the first quarter of 2025 were $1,533 per gold ounce sold compared to budget of $1,741 per gold ounce sold and $1,346 per gold ounce sold for the first quarter of 2024. Consolidated all-in sustaining costs for the first quarter of 2025 were $208 (12%) per gold ounce sold lower than budget due to lower than budgeted production costs per gold ounce sold, lower than budgeted sustaining capital expenditures and lower general and administrative costs partially offset by higher gold royalties resulting from a higher than budgeted average realized gold price. The lower sustaining capital expenditures and lower general and administrative costs were mainly a result of timing of expenditures and are expected to be incurred later in 2025.
Total gold production for 2025 is expected to be between 970,000 and 1,075,000 ounces. The expected increase in gold production relative to 2024 is predominantly due to the scheduled mining and processing of higher-grade ore from the Fekola Phase 7 and Cardinal pits made accessible by the deferred stripping campaign that was undertaken throughout 2024, commencement of gold production at the Goose Project by the end of the second quarter of 2025, commencement of mining of higher-grade ore at Fekola underground in mid-2025, and the expected contribution from Fekola Regional starting later in the second half of 2025. Total consolidated cash operating cost guidance for the Fekola Complex, Masbate Mine, and Otjikoto Mine for 2025 are forecast to be between $835 and $895 per gold ounce and total all-in sustaining cost guidance for the Fekola Complex, Masbate Mine, and Otjikoto Mine for 2025 are forecast to be between $1,460 and $1,520 per gold ounce. Operating cost guidance for the Goose Project for the second half of 2025 will be released in mid-year 2025 following the commencement of gold production.
For the first quarter of 2025, the Company generated net income of $63 million compared to a net income of $48 million in the first quarter of 2024, including net income attributable to the shareholders of the Company of $58 million ($0.04 per share) in the first quarter of 2025 compared to net income attributable to the shareholders of the Company of $40 million ($0.03 per share) in the first quarter of 2024. Adjusted net income attributable to the shareholders of the Company for the first quarter of 2025 was $122 million ($0.09 per share) compared to adjusted net income attributable to the shareholders of the Company of $82 million ($0.06 per share) in the first quarter of 2024.
Cash flow provided by operating activities was $179 million in the first quarter of 2025 compared to $711 million in the first quarter of 2024, a decrease of $532 million due mainly to $500 million of proceeds received from a series of prepaid gold sales (the "Gold Prepay") in January 2024, higher long-term inventory outflows, higher working capital outflows and higher long-term value added tax receivables outflows, partially offset by higher gold revenues. Cash income and withholding tax payments in the first quarter of 2025 totalled $55 million (first quarter of 2024 - $39 million). Based on actual results for the first quarter of 2025 and revised forecast assumptions, including an average forecast gold price of $2,700 per ounce for the remainder of 2025 (previously $2,250 per ounce), the Company is now forecasting to make total cash income tax payments for current income tax, withholding and other taxes in 2025 of approximately $307 million (previous estimate was $206 million).
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”
B2Gold continues to maintain a strong financial position and liquidity. At March 31, 2025, the Company had cash and cash equivalents of $330 million (December 31, 2024 - $337 million) and working capital (defined as current assets less assets classified as held for sale and current liabilities) of $174 million (December 31, 2024 - $321 million). During the first quarter of 2025, the Company repaid the outstanding balance of $400 million on the Company's $800 million revolving credit facility ("RCF"), leaving $800 million remaining available 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. 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 are structurally subordinated to all existing and future liabilities, including trade payables, of the Company's subsidiaries.
On February 4, 2025, the Company announced the positive preliminary economic assessment ("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 of 2028 to 2032 and result in a meaningful production profile for Otjikoto into the next decade. The PEA for Antelope 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 Company has 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. Technical work including geotechnical, hydrogeological, and metallurgical testing is anticipated to be completed over the next several months. Cost and schedule assumptions will continue to be refined by working with suppliers and contractors, including running a competitive bid process for the development phase of the Antelope deposit. A construction decision is expected in the third quarter of 2025. 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.
On February 19, 2025, B2Gold’s Board of Directors ("Board") declared a cash dividend for the first quarter of 2025 of $0.02 per common share (or an expected $0.08 per share on an annualized basis), paid on March 20, 2024. 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.
On April 1, 2025, the Toronto Stock Exchange accepted the notice of B2Gold’s intention to implement a normal course issuer bid, which became effective on April 3, 2025 and will expire no later than April 2, 2026.
B2Gold successfully completed the 2025 winter ice road ("WIR") campaign in mid-April 2025, one month ahead of schedule, and delivered all necessary material from the Marine Laydown Area ("MLA") to support operations until next year's WIR campaign.
All planned construction activities for the first quarter of 2025 were completed and project construction and development continue to progress on track for first gold pour at the Goose Project by the end of the second quarter of 2025 followed by ramp up to commercial production in the third quarter of 2025. The Company continues to estimate that gold production in 2025 will be between 120,000 and 150,000 ounces. The Company is pursuing multiple optimization studies for the Goose Project, including one study to analyze the potential to increase mill throughput at the Goose Project from 4,000 tonnes per day ("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 Project 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 late 2025/early 2026. Once the studies are completed, the Company will evaluate the economics of each option and pursue the desired choice.
REVIEW OF FINANCIAL RESULTS
Selected Quarterly Financial and Operating Results
| 2025 | 2024 | |
| Gold revenue ( in thousands) | 532,107 | 461,444 |
| Net income ( in thousands) | 62,564 | 48,481 |
| Earnings per share – basic(1) (/ share) | 0.04 | 0.03 |
| Earnings per share – diluted(1) (/ share) | 0.04 | 0.03 |
| Cash provided by operating activities ( thousands) | 178,788 | 710,727 |
| Average realized gold price (/ ounce) | 2,892 | 2,069 |
| Adjusted net income(1)(2) ( in thousands) | 121,850 | 81,503 |
| Adjusted earnings per share(1)(2) – basic () | 0.09 | 0.06 |
| Consolidated operations results: | ||
| Gold sold (ounces) | 183,998 | 222,978 |
| Gold produced (ounces) | 192,752 | 214,339 |
| Production costs ( in thousands) | 161,994 | 156,745 |
| Cash operating costs(2) (/ gold ounce sold) | 880 | 703 |
| Cash operating costs(2) (/ gold ounce produced) | 832 | 718 |
| Total cash costs(2) (/ gold ounce sold) | 1,113 | 838 |
| All-in sustaining costs(2) (/ gold ounce sold) | 1,533 | 1,346 |
| Operations results including equity investment in Calibre(3): | ||
| Gold sold (ounces) | 183,998 | 234,355 |
| Gold produced (ounces) | 192,752 | 225,716 |
| Production costs ( in thousands) | 161,994 | 168,650 |
| Cash operating costs(2) (/ gold ounce sold) | 880 | 720 |
| Cash operating costs(2) (/ gold ounce produced) | 832 | 734 |
| Total cash costs(2) (/ gold ounce sold) | 1,113 | 851 |
| All-in sustaining costs(2) (/ gold ounce sold) | 1,533 | 1,345 |
All values are in US Dollars.
(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) 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 which represented 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 had significant influence over Calibre and as a result, after June 20, 2024, no longer recorded attributable production representing its indirect ownership interest in Calibre's mines through an equity investment.
First quarter 2025 and 2024 results
Revenue
Consolidated gold revenue for the first quarter of 2025 was $532 million on sales of 183,998 ounces at an average price of $2,892 per ounce compared to $461 million on sales of 222,978 ounces at an average price of $2,069 per ounce in the first quarter of 2024. The increase in gold revenue of 15% ($71 million) was attributable to a 40% increase in average gold price realized partially offset by a 17% decrease in gold ounces sold.
In the first quarter of 2025, the Fekola Mine accounted for $255 million (first quarter of 2024 - $256 million) of gold revenue from the sale of 87,808 ounces (first quarter of 2024 - 123,828 ounces), the Masbate Mine accounted for $129 million (first quarter of 2024 - $99 million) of gold revenue from the sale of 44,450 ounces (first quarter of 2024 - 47,700 ounces) and the Otjikoto Mine accounted for $148 million (first quarter of 2024 - $106 million) of gold revenue from the sale of 51,740 ounces (first quarter of 2024 - 51,450 ounces).
Production and operating costs
Consolidated gold production from the Company’s three operating mines was 192,752 ounces in the first quarter of 2025, 6% (10,554 ounces) higher than budget and 10% (21,587 ounces) lower compared to the first quarter of 2024. For the first quarter of
2025, production from each mine exceeded budget. The Fekola, Masbate and Otjikoto mines were 3% (2,649 ounces), 13% (5,327 ounces) and 5% (2,578 ounces) higher than budget, respectively (refer to "Review of Mining Operations and Development Projects" section below). In the first quarter of 2025, the Otjikoto Mine produced 16% (7,162 ounces) more ounces than the first quarter of 2024, while the Fekola and Masbate Mines produced 21% (25,336 ounces) and 7% (3,413 ounces) less ounces, respectively, compared to the first quarter of 2024.
For the first quarter of 2025, consolidated cash operating costs (refer to "Non-IFRS Measures") were $832 per gold ounce produced ($880 per gold ounce sold), $168 (17%) lower than budget and $114 (16%) per gold ounce produced higher than the first quarter of 2024. Cash operating costs per ounce produced for the first quarter of 2025 were lower than budget largely as a result of lower than budgeted fuel costs and higher than budgeted production. Compared to the first quarter of 2024, cash operating costs per ounce produced for the first quarter of 2025 were higher mainly due to more ounces produced in the first quarter of 2024.
Consolidated all-in sustaining costs (refer to "Non-IFRS Measures") for the first quarter of 2025 were $1,533 per gold ounce sold compared to budget of $1,741 per gold ounce sold and $1,346 per gold ounce sold for the first quarter of 2024. Consolidated all-in sustaining costs for the first quarter of 2025 were $208 (12%) per gold ounce sold lower than budget due to lower than budgeted production costs per gold ounce sold, lower than budgeted sustaining capital expenditures and lower general and administrative costs partially offset by higher gold royalties resulting from a higher than budgeted average realized gold price. The lower sustaining capital expenditures and lower general and administrative costs were mainly a result of timing of expenditures and are expected to be incurred later in 2025.
Depreciation and depletion
Depreciation and depletion expense included in total cost of sales was $90 million for the first quarter of 2025, which was consistent with $90 million in the first quarter of 2024. The impact of lower gold ounces sold on depreciation and depletion expense in the first quarter of 2025 compared to the first quarter of 2024 was offset by a higher depreciation ounce per gold ounce sold resulting from lower recoverable ounces in the first quarter of 2025 and higher depreciation of deferred stripping costs.
Royalties and production taxes
Royalties and production taxes included in total cost of sales were $43 million for the first quarter of 2025 compared to $30 million in the first quarter of 2024. The 43% increase in royalties and production taxes was due to a 40% increase in the average realized gold price, higher revenue-based production taxes and State funds for the Fekola Mine which became effective in March 2025, partially offset by a 17% decrease in gold ounces sold.
Other
G&A costs relate 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. G&A for the first quarter of 2025 was $12 million, which was 17% lower than the first quarter of 2024 due to lower salary and travel costs in the first quarter of 2025.
Share-based payment expense for the first quarter of 2025 was $6 million, which was $1 million higher than the first quarter of 2024. The higher share-based payment expense resulted from the higher share valuation of grants in the first quarter of 2025 compared to the first quarter of 2024.
In the first quarter of 2025, the Company recorded a $5 million write-down of mining interests relating to greenfield exploration targets.
The Company reported $7 million in foreign exchange gains for the first quarter of 2025 reflecting the strengthening of the CFA which impacts the Company's Malian operations compared to foreign exchange losses of $2 million for the first quarter of 2024 reflecting the weakening of the CFA.
The Company recorded an expense for non-recoverable input taxes of $7 million in the first quarter of 2025 compared to $4 million in the first quarter of 2024.
For the first quarter of 2025, other operating expenses totalled $6 million, which included $3 million for non-capital exploration and $3 million loss on disposal of fixed assets.
The Company reported $6 million in interest and financing expense during the first quarter of 2025, $4 million lower than the first quarter of 2024, reflecting higher interest capitalization relating to the Company's development activities in the first quarter of 2025. Interest income for the first quarter of 2025 was $3 million compared to $5 million in the first quarter of 2024.
The Company recorded losses on derivative instruments of $43 million for the first quarter of 2025. The losses for the first quarter of 2025 included unrealized losses of $52 million on the Company's gold collars partially offset by an $8 million realized gain on the cash settled total return swap entered into with one of the purchasers of the Notes.
The Company reported a loss on change in fair value of the gold stream obligation of $31 million for the first quarter of 2025 resulting from increases in long-term gold price assumptions and changes in interest rates compared to a loss on change in fair value of the gold stream obligation of $11 million for the first quarter of 2024.
For the first quarter of 2024, the Company recorded a dilution loss on investment in Calibre of $10 million mainly relating to the dilution of the Company's investment in Calibre from 24% to 15% following Calibre's acquisition of Marathon Gold Corp. in January 2024.
For the first quarter of 2025, the Company recorded current income tax, withholding and other tax expense of $86 million compared to $62 million in the first quarter of 2024, consisting of current income tax expense of $69 million (first quarter of 2024 - $51 million), the existing 20% priority dividend to the State of Mali of $13 million (first quarter of 2024 - $8 million) and withholding tax (on intercompany dividends/management fees) of $4 million (first quarter of 2024 - $3 million). The priority dividend is accounted for as an income tax in accordance with IAS 12, Income Taxes. In the first quarter of 2025, the priority dividend rate increased to 20%, pursuant to the Memorandum of Understanding signed with the State of Mali in September 2024, whereas in the first quarter of 2024 the priority dividend rate was 10%. Compared to the first quarter of 2024, current tax expense in the first quarter of 2025 was $19 million higher mainly because of higher taxable income in the current quarter. For the first quarter of 2025 compared to the first quarter of 2024, the withholding tax on intercompany dividends was $1 million higher due to more dividends paid and the priority dividends were $5 million higher mainly due to the increase in the priority dividend rate. For the first quarter of 2025, the Company recorded a deferred income tax recovery of $16 million compared to a deferred income tax expense of $20 million in the first quarter of 2024. The 2025 deferred tax expense for the first quarter of 2025 includes $5 million higher future withholding taxes, $29 million lower foreign exchange effects and $12 million of other changes mainly due to higher temporary differences between accounting and taxable income.
For the first quarter of 2025, the Company generated net income of $63 million compared to a net income of $48 million in the first quarter of 2024, including net income attributable to the shareholders of the Company of $58 million ($0.04 per share) in the first quarter of 2025 compared to net income attributable to the shareholders of the Company of $40 million ($0.03 per share) in the first quarter of 2024. Adjusted net income attributable to the shareholders of the Company (refer to “Non-IFRS Measures”) for the first quarter of 2025 was $122 million ($0.09 per share) compared to adjusted net income of $82 million ($0.06 per share) in the first quarter of 2024. Adjusted net income in the first quarter of 2025 excluded the write-down of mining interests of $5 million, unrealized losses on derivative instruments of $51 million, realized gain of $8 million on the total return swap, loss on change in fair value of the gold stream obligation of $31 million, and deferred income tax recovery of $15 million.
Cash flow provided by operating activities was $179 million in the first quarter of 2025 compared to $711 million in the first quarter of 2024, a decrease of $532 million due mainly to $500 million of proceeds received from the Gold Prepay in January 2024, higher long-term inventory outflows, higher working capital outflows and higher long-term value added tax receivables outflows, partially offset by higher gold revenues. Cash income and withholding tax payments in the first quarter of 2025 totalled $55 million (first quarter of 2024 - $39 million). Based on actual results for the first quarter of 2025 and revised forecast assumptions, including an average forecast gold price of $2,700 per ounce for the remainder of 2025 (previously $2,250 per ounce), the Company is now forecasting to make total cash income tax payments for current income tax, withholding and other taxes in 2025 of approximately $307 million (previous estimate was $206 million).
REVIEW OF MINING OPERATIONS AND DEVELOPMENT PROJECTS
Fekola Mine - Mali
| 2025 | 2024 | |
| Gold revenue ( in thousands) | 254,667 | 256,318 |
| Gold sold (ounces) | 87,808 | 123,828 |
| Average realized gold price (/ ounce) | 2,900 | 2,070 |
| Tonnes of ore milled | 2,446,671 | 2,462,863 |
| Grade (grams/ tonne) | 1.31 | 1.62 |
| Recovery (%) | 91.5 | 92.7 |
| Gold production (ounces) | 93,805 | 119,141 |
| Production costs ( in thousands) | 89,025 | 85,105 |
| Cash operating costs(1) (/ gold ounce sold) | 1,014 | 687 |
| Cash operating costs(1) (/ gold ounce produced) | 965 | 698 |
| Total cash costs(1) (/ gold ounce sold) | 1,350 | 852 |
| All-in sustaining costs(1) (/ gold ounce sold) | 1,937 | 1,436 |
| Capital expenditures ( in thousands) | 64,003 | 80,562 |
| Exploration ( in thousands) | — | 1,302 |
All values are in US Dollars.
(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 Mine in Mali (owned 80% by the Company and 20% by the State of Mali) produced 93,805 ounces of gold for the first quarter of 2025, 3% (2,649 ounces) above budget and 21% (25,336 ounces) lower than the first quarter of 2024. For the first quarter of 2025, mill feed grade was 1.31 grams per tonne ("g/t") compared to budget of 1.38 g/t and 1.62 g/t in the first quarter of 2024; mill throughput was 2.45 million tonnes compared to budget of 2.21 million tonnes and 2.46 million tonnes in the first quarter of 2024; and gold recovery averaged 91.5% compared to budget of 92.6% and 92.7% in the first quarter of 2024. Gold grades realized in April 2025 were in line with the overall annual budgeted grade of 1.84 g/t for 2025.
The Fekola Mine’s cash operating costs (refer to “Non-IFRS Measures”) for the first quarter of 2025 were $965 per ounce produced ($1,014 per gold ounce sold) compared to a budget of $1,133 per ounce produced and $698 per ounce produced for the first quarter of 2024. Cash operating costs per ounce produced for the first quarter of 2025 were $168 (15%) per ounce produced 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"), and lower processing maintenance costs. Compared to the first quarter of 2024, cash operating costs per ounce produced for the first quarter of 2025 were $267 (38%) higher due primarily to significantly lower planned gold production in the first quarter of 2025 compared to the first quarter of 2024.
All-in sustaining costs (refer to “Non-IFRS Measures”) for the first quarter of 2025 were $1,937 per gold ounce sold compared to a budget of $2,052 per gold ounce sold and $1,436 per gold ounce sold in the first quarter of 2024. All-in sustaining costs for the first quarter of 2025 were $115 (6%) per gold ounce sold lower than budget as a result of lower than budgeted production costs per gold ounce sold and lower than budgeted sustaining capital expenditures ($6 million), partially offset by higher gold royalties resulting from a higher than budgeted average realized gold price and lower than budgeted gold ounces sold. Gold royalties include higher revenue-based production taxes based on a sliding scale and revenue-based State funds for the Fekola Mine, which became effective for the first time in March 2025. The lower sustaining capital expenditures for the first quarter of 2025 were mainly a result of timing of expenditures and are expected to be incurred later in 2025.
Capital expenditures in the first quarter of 2025 totalled $64 million primarily consisting of $20 million for deferred stripping, $17 million for Fekola underground development, $16 million for mobile equipment purchases and rebuilds, $4 million for the construction of a new tailings storage facility ("TSF") and $3 million for solar plant expansion.
The Fekola Complex is comprised of the Fekola Mine (Medinandi permit hosting the Fekola and Cardinal pits and Fekola underground) and Fekola Regional (Anaconda Area (Bantako, Menankoto, and Bakolobi permits) and the Dandoko permit). The Fekola Complex in Mali is expected to produce between 515,000 and 550,000 ounces of gold in 2025 at cash operating costs of between $845 and $905 per ounce and all-in sustaining costs of between $1,550 and $1,610 per ounce. The Fekola Complex’s total 2025 gold production is anticipated to increase significantly relative to 2024, due to the contribution of higher-grade ore from Fekola underground in the second half of 2025 and Fekola Regional later in the second half of 2025. Fekola Regional is anticipated to contribute between 20,000 and 25,000 ounces of additional gold production in 2025 through the trucking of open pit ore to the Fekola mill, and between 25,000 and 35,000 ounces of gold production is expected from the mining of higher-grade ore at Fekola underground, with production expected to commence in mid-2025. Despite the delay in expected commencement of mining at Fekola Regional due to permit delays, the Company still expects to meet its production guidance from the Fekola Complex in 2025.
The Fekola Complex is projected to process 9.56 million tonnes of ore during 2025 at an average grade of 1.84 g/t gold with a process gold recovery of 93.4%. Gold production is budgeted to be weighted approximately 40% to the first half of 2025 and 60% to the second half of 2025.
Masbate Mine – Philippines
| 2025 | 2024 | |
| Gold revenue ( in thousands) | 129,393 | 98,967 |
| Gold sold (ounces) | 44,450 | 47,700 |
| Average realized gold price (/ ounce) | 2,911 | 2,075 |
| Tonnes of ore milled | 2,278,032 | 2,169,462 |
| Grade (grams/ tonne) | 0.83 | 0.99 |
| Recovery (%) | 75.9 | 72.4 |
| Gold production (ounces) | 46,369 | 49,782 |
| Production costs ( in thousands) | 38,016 | 42,771 |
| Cash operating costs(1) (/ gold ounce sold) | 855 | 897 |
| Cash operating costs(1) (/ gold ounce produced) | 833 | 835 |
| Total cash costs(1) (/ gold ounce sold) | 1,021 | 1,010 |
| All-in sustaining costs(1) (/ gold ounce sold) | 1,206 | 1,219 |
| Capital expenditures ( in thousands) | 7,733 | 8,530 |
| Exploration ( in thousands) | 420 | 821 |
All values are in US Dollars.
(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 performance with first quarter of 2025 gold production of 46,369 ounces, above budget by 13% (5,327 ounces) and 7% (3,413 ounces) lower than the first quarter of 2024. For the first quarter of 2025, mill feed grade was 0.83 g/t compared to budget of 0.81 g/t and 0.99 g/t in the first quarter of 2024; mill throughput was 2.28 million tonnes compared to budget of 2.02 million tonnes and 2.17 million tonnes in the first quarter of 2024; and gold recovery averaged 75.9% compared to budget of 78.3% and 72.4% in the first quarter of 2024.
The Masbate Mine's cash operating costs (refer to “Non-IFRS Measures”) for the first quarter of 2025 were $833 per ounce produced ($855 per gold ounce sold) compared to a budget of $1,116 per ounce produced and $835 per ounce produced for the first quarter of 2024. Cash operating costs per ounce produced for the first quarter of 2025 were $283 (25%) per ounce produced lower than budget as a result of higher gold production than budgeted as well as lower operating costs due primarily to lower diesel and HFO costs.
All-in sustaining costs (refer to “Non-IFRS Measures”) for the first quarter of 2025 were $1,206 per gold ounce sold compared to a budget of $1,499 per gold ounce sold and $1,219 per gold ounce sold in the first quarter of 2024. All-in sustaining costs for the first quarter of 2025 were $293 (20%) per gold ounce sold lower than budget as a result of lower than budgeted production costs per gold ounce sold and higher than budgeted gold ounces sold partially offset by higher gold royalties resulting from a higher than budgeted average realized gold price.
Capital expenditures in the first quarter of 2025 totalled $8 million, primarily consisting of $2 million for a solar plant, $2 million for deferred stripping, $1 million for mobile equipment purchases and rebuilds and $1 million for expansion of the existing TSF.
The Masbate Mine in the Philippines is expected to produce between 170,000 and 190,000 ounces of gold in 2025 at cash operating costs of between $955 and $1,015 per ounce and all-in sustaining costs of between $1,310 and $1,370 per ounce. Gold production at Masbate is expected to be relatively consistent throughout 2025. Masbate is projected to process 8.0 million
tonnes of ore at an average grade of 0.88 g/t gold with a process gold recovery of 79.9%. Mill feed will be a blend of mined fresh ore from the Main Vein pit and low-grade ore stockpiles.
Otjikoto Mine - Namibia
| 2025 | 2024 | |
| Gold revenue ( in thousands) | 148,047 | 106,159 |
| Gold sold (ounces) | 51,740 | 51,450 |
| Average realized gold price (/ ounce) | 2,861 | 2,063 |
| Tonnes of ore milled | 843,057 | 826,477 |
| Grade (grams/ tonne) | 1.96 | 1.74 |
| Recovery (%) | 98.8 | 98.5 |
| Gold production (ounces) | 52,578 | 45,416 |
| Production costs ( in thousands) | 34,953 | 28,869 |
| Cash operating costs(1) (/ gold ounce sold) | 676 | 561 |
| Cash operating costs(1) (/ gold ounce produced) | 594 | 642 |
| Total cash costs(1) (/ gold ounce sold) | 790 | 644 |
| All-in sustaining costs(1) (/ gold ounce sold) | 916 | 958 |
| Capital expenditures ( in thousands) | 3,607 | 13,813 |
| Exploration ( in thousands) | 1,831 | 1,789 |
All values are in US Dollars.
(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, continued to outperform during the first quarter of 2025 producing 52,578 ounces of gold, above budget by 5% (2,578 ounces) and 16% (7,162 ounces) higher compared to the first quarter of 2024. For the first quarter of 2025, mill feed grade was 1.96 g/t compared to budget of 1.89 g/t and 1.74 g/t in the first quarter of 2024; mill throughput was 0.84 million tonnes compared to budget of 0.84 million tonnes and 0.83 million tonnes in the first quarter of 2024; and gold recovery averaged 98.8% compared to budget of 98.0% and 98.5% in the first quarter of 2024.
Cash operating costs (refer to “Non-IFRS Measures”) for the first quarter of 2025 were $594 per gold ounce produced ($676 per ounce gold sold), compared to a budget of $660 per ounce produced and $642 per ounce produced for the first quarter of 2024. Cash operating costs per ounce produced for the first quarter of 2025 were $66 (10%) per ounce produced lower than budget as a result of higher than budgeted gold production, a weaker than budgeted Namibia foreign exchange rate and lower than budgeted underground costs. Compared to the first quarter of 2024, cash operating costs per ounce produced for the first quarter of 2025 were $48 (7%) lower due primarily to the higher production in the first quarter of 2025 compared to the first quarter of 2024.
All-in sustaining costs (refer to “Non-IFRS Measures”) for the first quarter of 2025 were $916 per gold ounce sold compared to a budget of $966 per gold ounce sold and $958 per gold ounce sold in the first quarter of 2024. All-in sustaining costs for the first quarter of 2025 were $50 (5%) per gold ounce sold lower than budget as a result of higher than budgeted gold ounces sold and lower than budgeted sustaining capital expenditures ($5 million), partially offset by higher gold royalties resulting from a higher than budgeted average realized gold price. The lower sustaining capital expenditures for the first quarter of 2025 were mainly a result of timing of expenditures and are expected to be incurred later in 2025.
Capital expenditures for the first quarter of 2025 totalled $4 million, consisting mainly of $3 million for Wolfshag underground 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 of 2028 to 2032 and result in a meaningful production profile for Otjikoto into the next decade. The PEA for Antelope 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 Company has 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. Technical work including geotechnical, hydrogeological, and metallurgical testing is anticipated to be completed over the next several months. Cost and schedule assumptions will continue to be refined by working with suppliers and contractors, including running a competitive bid process for the development phase of the Antelope deposit. A construction decision is expected in the third quarter of 2025. 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 165,000 and 185,000 ounces of gold in 2025 at cash operating costs of between $695 and $755 per ounce and all-in sustaining costs of between $980 and $1,040 per ounce. Gold production at Otjikoto will be weighted towards the first half of 2025 due to the scheduled conclusion of open pit mining activities in the third quarter of 2025. For the full year 2025, Otjikoto is projected to process a total of 3.4 million tonnes of ore at an average grade of 1.63 g/t gold with a process gold recovery of 98.0%. Processed ore will be sourced from the Otjikoto pit and the Wolfshag underground mine, supplemented by existing ore stockpiles. Open pit mining operations are scheduled to conclude in the third quarter of 2025, while underground mining operations at Wolfshag are expected to continue into 2027. In addition to the economic potential of the Antelope discovery discussed above, exploration results received to date indicate the potential to extend underground production at Wolfshag past 2027.
Goose Project - Canada
The Back River Gold District consists of eight mineral claims blocks along an 80 km belt. The most advanced project in the district, the Goose Project, is nearly complete its construction phase with first gold production anticipated in June 2025. B2Gold’s management team has strong northern construction expertise and the experience to deliver and ramp-up the fully permitted Goose Project and the financial resources to develop the significant gold resource endowment at the Back River Gold District into a large, long life mining complex.
B2Gold recognizes that respect and collaboration with the Kitikmeot Inuit Association ("KIA") is central to the license to operate in the Back River Gold District and will continue to prioritize developing the Project 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.
All planned construction activities in 2024 and early 2025 were completed and project construction and development continue to progress on track. The first four generators in the powerhouse will be commissioned by the end of the first week in May 2025. Availability of the Echo pond tailings line will occur in the first week of June 2025 with mill start-up immediately following. First gold is expected by the end of June 2025 with ramp-up to commercial production expected in the third quarter of 2025. The Company continues to estimate that gold production in 2025 will be between 120,000 and 150,000 ounces.
The 2025 WIR campaign was successfully completed one month ahead of schedule with the transportation of all materials from the Marine Laydown Area to the Goose Project by mid-April 2025. Over 4,000 loads and 80 million litres of fuel were transported over the 2025 WIR.
Development of the open pit and underground mines remain the Company’s primary focus to ensure that adequate material is available for mill startup and that the Echo pit is available for tailings placement. Open pit mining of the Echo pit continues to meet production targets and is scheduled to be completed by May 2025, ready to receive tailings when the mill starts. Mining of the Umwelt open pit commenced in December 2024 and is currently meeting production targets. The Umwelt underground development remains on schedule for the commencement of high-grade stope ore production in the third quarter of 2025.
In the first quarter of 2025, the Company incurred cash expenditures of $95 million (C$136 million) for the Goose Project on construction and development activities.
Based on the construction and mine development cash expenditures incurred to date, combined with the estimated expenditures to be incurred through to first gold pour in the second quarter of 2025, the Company expects to be in-line with the total Goose Project construction and mine development cash expenditure estimate of C$1,540 million, as announced on September 12, 2024. Operating cost guidance for the Goose Project for the second half of 2025 will be released in mid-year 2025 following the commencement of gold production.
Goose Project Opportunities
With first gold production for the Goose Project expected by the end of the second quarter of 2025, B2Gold has begun multiple optimization studies with the goal of maximizing the long-term value of the Back River Gold District. These studies include:
•Evaluating a flotation / concentrate leach process as a potential option to increase gold recovery and reduce operating costs;
•Evaluating the installation of a SAG mill to be paired in conjunction with the existing 4,000 tpd ball mill, which could potentially expand mill throughput capacity (discussed in further detail below);
•Evaluating the viability of constructing and running the Goose Project winter ice road on a less than annual basis;
•Evaluating underground mining methods and the potential to exceed the planned production from the Umwelt underground by increasing the mine production rate through development of more active production levels, and consideration of alternate mine methods to both lower costs and capture additional existing Mineral Resources into the mine plan; and
•Assessing the feasibility of remote operation of surface and underground equipment as it presents an opportunity to optimize production efficiencies and reduce employee transportation costs.
In connection with these studies, B2Gold will be reviewing any regulatory requirements and engaging with the KIA and local communities to ensure any optimization of the Goose Project provides benefits to all stakeholders.
The Company is pursuing multiple optimization studies for the Goose Project, including one study to analyze the potential to increase mill throughput at the Goose Project 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 Project 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 pursue the mill throughput expansion. The results of these studies are expected to be finalized in late 2025/early 2026. Once the studies are completed, the Company will evaluate the economics of each option and pursue the desired choice.
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. Based on the positive results from the PEA, B2Gold believes that the Gramalote Project has the potential to become a medium-scale, low-cost open pit gold mine and approved the commencement of a feasibility study.
B2Gold is progressing the feasibility work with the goal of completing a feasibility study by mid-2025. Due to the work completed for previous studies, the work remaining to finalize a feasibility study for the updated medium-scale project is not extensive. The main work programs for the feasibility study include geotechnical and environmental site investigations for the processing plant and waste dump footprints, as well as capital and operating cost estimates.
The Gramalote Project will continue 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.
Due to the desired modifications to the processing plant and infrastructure locations, a Modified Environmental Impact Study is required. B2Gold has commenced work on the modifications to the Environmental Impact Study and expect it to be completed and submitted shortly following the completion of the feasibility study. If the final economics of the feasibility study are positive and 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.
LIQUIDITY AND CAPITAL RESOURCES
B2Gold continues to maintain a strong financial position and liquidity. At March 31, 2025, the Company had cash and cash equivalents of $330 million (December 31, 2024 - $337 million) and working capital (defined as current assets less assets classified as held for sale and current liabilities) of $174 million (December 31, 2024 - $321 million). During the first quarter of 2025, the Company repaid the outstanding balance of $400 million on the Company's $800 million RCF, leaving $800 million remaining available for future draw downs.
In January 2024, B2Gold entered into a Gold Prepay 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, representing approximately 12% of expected annual gold production in each of 2025 and 2026 (subject to finalization of production guidance for 2026). Gold deliveries can be from production from any of the Company’s operating mines and the Gold Prepay can be settled prior to maturity through accelerated delivery of the remaining deliverable gold ounces. The Gold Prepay was 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 March 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 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. 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 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 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 any remaining portion of the gold stream deposit amount not satisfied by delivery of ounces.
For the first quarter of 2025, capital expenditures totalled $186 million. The most significant capital expenditures were Fekola Mine expenditures of $64 million, Masbate Mine expenditures of $8 million, Otjikoto Mine expenditures of $4 million, Goose Project expenditures of $95 million, Gramalote Project expenditures of $7 million, and Fekola Regional expenditures of $3 million. Other exploration costs for the first quarter of 2025 totalled $6 million.
As at March 31, 2025, the Company had the following commitments (in addition to those disclosed elsewhere in the MD&A):
•For payments at the Fekola Mine of $8 million for mobile purchases and rebuilds, and $1 million for the new tailings storage facility construction all of which is expected to be incurred in 2025.
•For payments at the Goose Project of $12 million for construction activities, $23 million for mobile equipment, and $3 million for other site infrastructure, all of which is expected to be incurred in 2025.
•For payments at the Masbate Mine of $2 million for the solar plant, and $1 million for capital spares, all of which is expected to be incurred in 2025.
•For payments at the Otjikoto Mine of $2 million for capital spares, all of which is expected to be incurred in 2025.
Derivative financial instruments
Gold collars
During the year ended December 31, 2024, 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").
| 2025 | 2026 | 2027 | Total | |||||
|---|---|---|---|---|---|---|---|---|
| Ounces | 153,008 | 200,006 | 16,637 | 369,651 | ||||
| Average floor price | $ | 2,450 | $ | 2,450 | $ | 2,450 | $ | 2,450 |
| Average ceiling price | $ | 3,294 | $ | 3,294 | $ | 3,294 | $ | 3,294 |
The unrealized fair value of these contracts at March 31, 2025 was $(52) million.
Forward contracts - fuel oil, gas oil, diesel
The Company uses forward contracts for fuel oil, gas oil and diesel 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 three months ended March 31, 2025, the Company entered into a series of forward contracts for the purchase of 6 million litres of fuel oil at an average strike price of $0.38 per litre and 11 million litres of gas oil at an average strike price of $0.54 per litre with scheduled settlement between May 2025 and January 2027. The Company's fuel derivative instruments were not designated as hedges and are being recorded at FVTPL.
The following is a summary, by maturity dates, of the Company’s fuel derivative contracts outstanding as at March 31, 2025:
| 2025 | 2026 | 2027 | Total | |||||
|---|---|---|---|---|---|---|---|---|
| Forward – fuel oil: | ||||||||
| Litres (thousands) | 25,563 | 19,097 | 830 | 45,490 | ||||
| Average strike price | $ | 0.43 | $ | 0.41 | $ | 0.38 | $ | 0.44 |
| Forward – gas oil: | ||||||||
| Litres (thousands) | 30,199 | 12,171 | — | 42,370 | ||||
| Average strike price | $ | 0.58 | $ | 0.57 | $ | — | $ | 0.58 |
The unrealized fair value of these contracts at March 31, 2025 was $(1) million.
Operating activities
Cash flow provided by operating activities was $179 million in the first quarter of 2025 compared to $711 million in the first quarter of 2024, a decrease of $532 million due mainly to $500 million of proceeds received from the Gold Prepay in January 2024, higher long-term inventory outflows, higher working capital outflows and higher long-term value added tax receivables outflows, partially offset by higher gold revenues. Cash income and withholding tax payments in the first quarter of 2025 totalled $55 million (first quarter of 2024 - $39 million). Based on actual results for the first quarter of 2025 and revised forecast assumptions, including an average forecast gold price of $2,700 per ounce for the remainder of 2025 (previously $2,250 per ounce), the Company is now forecasting to make total cash income tax payments for current income tax, withholding and other taxes in 2025 of approximately $307 million (previous estimate was $206 million).
Financing activities
During the first quarter of 2025, the Company issued the Notes for net proceeds of $446 million, repaid the $400 million outstanding balance drawn on the RCF, made interest and commitment fee payments of $3 million, made dividend payments of $26 million, made equipment loan facility draw downs of $9 million, made equipment loan facility repayments of $4 million, made principal payments on lease arrangements of $3 million and distributed $8 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. 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 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 first quarter of 2025, the Board declared cash dividends for the first quarter of 2025 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 B2Gold’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 dividend declared on February 19, 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 a normal course issuer bid, which became effective on April 3, 2025 and will expire no later than April 2, 2026.
Investing activities
For the first quarter of 2025, the Company’s cash used in investing activities was a net outflow of $195 million. For the first quarter of 2025, capital expenditures totalled $186 million. The most significant capital expenditures were Fekola Mine expenditures of $64 million, Masbate Mine expenditures of $8 million, Otjikoto Mine expenditures of $4 million, Goose Project expenditures of $95 million, Gramalote Project expenditures of $7 million, and Fekola Regional expenditures of $3 million. Other exploration costs for the first quarter of 2025 totalled $6 million. In addition, for the first quarter of 2025, the Company purchased short-term investments of $6 million.
Exploration
Resource property expenditures on exploration are disclosed in the table below:
| For the three months ended <br>March 31, 2025 | For the three months ended March 31, 2024 | |
|---|---|---|
| $ | $ | |
| (000’s) | (000’s) | |
| Fekola Mine, exploration | — | 1,302 |
| Masbate Mine, exploration | 420 | 821 |
| Otjikoto Mine, exploration | 1,831 | 1,789 |
| Goose Project, exploration | 2,688 | 2,312 |
| Finland Properties, exploration | 478 | 1,393 |
| Other | 179 | 1,223 |
| 5,596 | 8,840 |
B2Gold is planning another year of extensive exploration in 2025 with a budget of approximately $61 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 Project 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 Masbate will continue to focus on new targets located south of the Masbate Mine infrastructure. Early-stage exploration programs will continue in the Philippines and Kazakhstan in 2025. In addition, 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.
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 Notes to the annual consolidated financial statements for the year ended December 31, 2024. Management considers the following estimates to be the most critical in understanding the judgments involved in preparing the Company’s interim 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 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 royalties receivable.
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 impairment reversal present that give rise to the requirement to conduct an impairment test. Internal and external factors such as significant changes in the use of the 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 management in determining whether there are any indicators.
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, 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 at March 31, 2025 includes amounts for the Fekola Mine of $240 million (December 31, 2024 - $214 million), for the Masbate Mine of $19 million (December 31, 2024 – $13 million), and for the Gramalote Project of $18 million (December 31, 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 negatively impacted and its financial condition and results of operations may suffer significantly.
INTERNAL CONTROL OVER FINANCIAL REPORTING
The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, are responsible for establishing and maintaining adequate internal control over financial reporting. The 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 IFRS. Any system of internal control over financial reporting, no matter how well designed, has inherent limitations. As a result, even those systems determined to be effective can only provide reasonable assurance regarding the preparation of financial statements.
The Company’s management has determined that there have been no significant changes in the Company’s internal control over financial reporting during the three months ended March 31, 2025, that have materially affected, or are reasonably likely to materially affect, the Company’s 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 unaudited condensed interim consolidated financial statements on a consolidated and a mine-by-mine basis (dollars in thousands):
| For the three months ended March 31, 2025 | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Fekola<br> Mine | Masbate<br> Mine | Otjikoto<br> Mine | Total | |||||||||
| $ | $ | $ | $ | |||||||||
| Production costs | 89,025 | 38,016 | 34,953 | 161,994 | ||||||||
| Royalties and production taxes | 29,494 | 7,378 | 5,934 | 42,806 | ||||||||
| Total cash costs | 118,519 | 45,394 | 40,887 | 204,800 | ||||||||
| Gold sold (ounces) | 87,808 | 44,450 | 51,740 | 183,998 | ||||||||
| Cash operating costs per ounce ($/ gold ounce sold) | 1,014 | 855 | 676 | 880 | ||||||||
| Total cash costs per ounce ($/ gold ounce sold) | 1,350 | 1,021 | 790 | 1,113 | For the three months ended March 31, 2024 | |||||||
| --- | --- | --- | --- | --- | --- | --- | ||||||
| Fekola<br> Mine | Masbate<br> Mine | Otjikoto<br> Mine | Total | Calibre equity investment | Grand<br> Total | |||||||
| $ | $ | $ | $ | $ | $ | |||||||
| Production costs | 85,105 | 42,771 | 28,869 | 156,745 | 11,905 | 168,650 | ||||||
| Royalties and production taxes | 20,395 | 5,390 | 4,242 | 30,027 | 854 | 30,881 | ||||||
| Total cash costs | 105,500 | 48,161 | 33,111 | 186,772 | 12,759 | 199,531 | ||||||
| Gold sold (ounces) | 123,828 | 47,700 | 51,450 | 222,978 | 11,377 | 234,355 | ||||||
| Cash operating costs per ounce ($/ gold ounce sold) | 687 | 897 | 561 | 703 | 1,046 | 720 | ||||||
| Total cash costs per ounce ($/ gold ounce sold) | 852 | 1,010 | 644 | 838 | 1,121 | 851 |
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. The tables below show a reconciliation of cash operating costs per gold ounce produced to production costs as extracted from the unaudited condensed interim consolidated financial statements on a consolidated and a mine-by-mine basis (dollars in thousands):
| For the three months ended March 31, 2025 | ||||||
|---|---|---|---|---|---|---|
| Fekola<br> Mine | Masbate<br> Mine | Otjikoto<br> Mine | Total | |||
| $ | $ | $ | $ | |||
| Production costs | 89,025 | 38,016 | 34,953 | 161,994 | ||
| Inventory sales adjustment | 1,536 | 628 | (3,746) | (1,582) | ||
| Cash operating costs | 90,561 | 38,644 | 31,207 | 160,412 | ||
| Gold produced (ounces) | 93,805 | 46,369 | 52,578 | 192,752 | ||
| Cash operating costs per ounce ($/ gold ounce produced) | 965 | 833 | 594 | 832 | ||
| For the three months ended March 31, 2024 | ||||||
| --- | --- | --- | --- | --- | --- | --- |
| Fekola<br> Mine | Masbate<br> Mine | Otjikoto<br> Mine | Total | Calibre equity investment | Grand<br> Total | |
| $ | $ | $ | $ | $ | $ | |
| Production costs | 85,105 | 42,771 | 28,869 | 156,745 | 11,905 | 168,650 |
| Inventory sales adjustment | (1,922) | (1,224) | 272 | (2,874) | — | (2,874) |
| Cash operating costs | 83,183 | 41,547 | 29,141 | 153,871 | 11,905 | 165,776 |
| Gold produced (ounces) | 119,141 | 49,782 | 45,416 | 214,339 | 11,377 | 225,716 |
| Cash operating costs per ounce ($/ gold ounce produced) | 698 | 835 | 642 | 718 | 1,046 | 734 |
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 restricted share units/deferred share units/performance share units/restricted phantom units ("RSUs/DSUs/PSUs/RPUs"), community relations expenditures, reclamation liability accretion and realized (gains) losses on fuel derivative contracts, all divided by the total 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 unaudited condensed interim consolidated financial statements on a consolidated and a mine-by-mine basis for the three months ended March 31, 2025 (dollars in thousands):
| For the three months ended March 31, 2025 | |||||
|---|---|---|---|---|---|
| Fekola<br> Mine | Masbate<br> Mine | Otjikoto<br> Mine | Corporate | Total | |
| $ | $ | $ | $ | $ | |
| Production costs | 89,025 | 38,016 | 34,953 | — | 161,994 |
| Royalties and production taxes | 29,494 | 7,378 | 5,934 | — | 42,806 |
| Corporate administration | 2,937 | 527 | 1,349 | 6,989 | 11,802 |
| Share-based payments – RSUs/DSUs/PSUs/RPUs(1) | 15 | — | — | 3,538 | 3,553 |
| Community relations | 482 | 102 | 415 | — | 999 |
| Reclamation liability accretion | 615 | 345 | 263 | — | 1,223 |
| Realized losses on derivative contracts | 113 | 39 | 23 | — | 175 |
| Sustaining lease expenditures | 919 | 316 | 340 | 427 | 2,002 |
| Sustaining capital expenditures(2) | 46,526 | 6,862 | 3,607 | — | 56,995 |
| Sustaining mine exploration(2) | — | 16 | 493 | — | 509 |
| Total all-in sustaining costs | 170,126 | 53,601 | 47,377 | 10,954 | 282,058 |
| Gold sold (ounces) | 87,808 | 44,450 | 51,740 | — | 183,998 |
| All-in sustaining cost per ounce ($/ gold ounce sold) | 1,937 | 1,206 | 916 | — | 1,533 |
(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 unaudited condensed interim consolidated financial statements for the three months ended March 31, 2025 (dollars in thousands):
| For the three months ended March 31, 2025 | ||||
|---|---|---|---|---|
| Fekola<br> Mine | Masbate<br> Mine | Otjikoto<br> Mine | Total | |
| $ | $ | $ | $ | |
| Operating mine capital expenditures | 64,003 | 7,733 | 3,607 | 75,343 |
| Fekola underground | (17,477) | — | — | (17,477) |
| Other | — | (871) | — | (871) |
| Sustaining capital expenditures | 46,526 | 6,862 | 3,607 | 56,995 |
The table below shows a reconciliation of sustaining mine exploration to operating mine exploration as extracted from the unaudited condensed interim consolidated financial statements for the three months ended March 31, 2025 (dollars in thousands):
| For the three months ended March 31, 2025 | ||||
|---|---|---|---|---|
| Fekola<br> Mine | Masbate<br> Mine | Otjikoto<br> Mine | Total | |
| $ | $ | $ | $ | |
| Operating mine exploration | — | 420 | 1,831 | 2,251 |
| Regional exploration | — | (404) | (1,338) | (1,742) |
| Sustaining mine exploration | — | 16 | 493 | 509 |
The tables below show a reconciliation of all-in sustaining costs per ounce to production costs as extracted from the unaudited condensed interim consolidated financial statements on a consolidated and a mine-by-mine basis for the three months ended March 31, 2024 (dollars in thousands):
| For the three months ended March 31, 2024 | |||||||
|---|---|---|---|---|---|---|---|
| Fekola<br> Mine | Masbate<br> Mine | Otjikoto<br> Mine | Corporate | Total | Calibre equity investment | Grand<br> Total | |
| $ | $ | $ | $ | $ | $ | $ | |
| Production costs | 85,105 | 42,771 | 28,869 | — | 156,745 | 11,905 | 168,650 |
| Royalties and production taxes | 20,395 | 5,390 | 4,242 | — | 30,027 | 854 | 30,881 |
| Corporate administration | 2,727 | 514 | 1,480 | 9,417 | 14,138 | 561 | 14,699 |
| Share-based payments – RSUs/DSUs/PSUs/RPUs(1) | 33 | — | — | 4,973 | 5,006 | — | 5,006 |
| Community relations | 145 | 13 | 331 | — | 489 | — | 489 |
| Reclamation liability accretion | 435 | 301 | 238 | — | 974 | — | 974 |
| Realized gains on derivative contracts | (218) | (144) | (31) | — | (393) | — | (393) |
| Sustaining lease expenditures | 84 | 318 | 554 | 492 | 1,448 | — | 1,448 |
| Sustaining capital expenditures(2) | 67,870 | 8,249 | 12,898 | — | 89,017 | 1,755 | 90,772 |
| Sustaining mine exploration(2) | 1,302 | 734 | 702 | — | 2,738 | — | 2,738 |
| Total all-in sustaining costs | 177,878 | 58,146 | 49,283 | 14,882 | 300,189 | 15,075 | 315,264 |
| Gold sold (ounces) | 123,828 | 47,700 | 51,450 | — | 222,978 | 11,377 | 234,355 |
| All-in sustaining cost per ounce ($/ gold ounce sold) | 1,436 | 1,219 | 958 | — | 1,346 | 1,325 | 1,345 |
(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 unaudited condensed interim consolidated financial statements for the three months ended March 31, 2024 (dollars in thousands):
| For the three months ended March 31, 2024 | ||||||
|---|---|---|---|---|---|---|
| Fekola<br> Mine | Masbate<br> Mine | Otjikoto<br> Mine | Total | Calibre equity investment | Grand<br> Total | |
| $ | $ | $ | $ | $ | $ | |
| Operating mine capital expenditures | 80,562 | 8,530 | 13,813 | 102,905 | 1,755 | 104,660 |
| Fekola underground | (11,104) | — | — | (11,104) | — | (11,104) |
| Road construction | (1,588) | — | — | (1,588) | — | (1,588) |
| Land acquisition | — | (71) | — | (71) | — | (71) |
| Other | — | (210) | (915) | (1,125) | — | (1,125) |
| Sustaining capital expenditures | 67,870 | 8,249 | 12,898 | 89,017 | 1,755 | 90,772 |
The table below shows a reconciliation of sustaining mine exploration to operating mine exploration as extracted from the unaudited condensed interim consolidated financial statements for the three months ended March 31, 2024 (dollars in thousands):
| For the three months ended March 31, 2024 | ||||||
|---|---|---|---|---|---|---|
| Fekola<br> Mine | Masbate<br> Mine | Otjikoto<br> Mine | Total | Calibre equity investment | Grand<br> Total | |
| $ | $ | $ | $ | $ | $ | |
| Operating mine exploration | 1,302 | 821 | 1,789 | 3,912 | — | 3,912 |
| Regional exploration | — | (87) | (1,087) | (1,174) | — | (1,174) |
| Sustaining mine exploration | 1,302 | 734 | 702 | 2,738 | — | 2,738 |
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 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 to adjusted net income as extracted from the unaudited condensed interim consolidated financial statements is set out in the table below:
| 2025 | 2024 | |
| $ | $ | |
| (000’s) | (000’s) | |
| Net income attributable to shareholders of the Company for the period: | 57,587 | 39,751 |
| Adjustments for non-recurring and significant recurring non-cash items: | ||
| Write-down of mining interests | 5,118 | — |
| Unrealized losses on derivative instruments | 50,875 | 118 |
| Realized gain on total return swap | (7,731) | — |
| Change in fair value of gold stream | 30,552 | 10,852 |
| Loss on dilution of associate | — | 9,982 |
| Deferred income tax (recovery) expense | (14,551) | 20,800 |
| Adjusted net income attributable to shareholders of the Company for the period | 121,850 | 81,503 |
| Basic weighted average number of common shares outstanding (in thousands) | 1,318,390 | 1,303,191 |
| Adjusted net earnings attributable to shareholders of the Company per share–basic (/share) | 0.09 | 0.06 |
All values are in US Dollars.
SUMMARY OF QUARTERLY RESULTS
| Q1 | Q4 | Q3 | Q2 | Q1 | Q4 | Q3 | Q2 | |
|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2024 | 2024 | 2024 | 2023 | 2023 | 2023 | |
| Gold revenue ($ in thousands) | 532,107 | 499,788 | 448,229 | 492,569 | 461,444 | 511,974 | 477,888 | 470,854 |
| Net income (loss) for the period ($ in thousands) | 62,564 | (9,325) | (631,032) | (34,777) | 48,481 | (117,396) | (34,770) | 91,850 |
| Earnings (loss) per share (1) – basic ($) | 0.04 | (0.01) | (0.48) | (0.02) | 0.03 | (0.09) | (0.03) | 0.06 |
| Earnings (loss) per share (1) – diluted ($) | 0.04 | (0.01) | (0.48) | (0.02) | 0.03 | (0.09) | (0.03) | 0.06 |
| Cash flows provided (used) by operating activities ($ in thousands) | 178,788 | 120,544 | (16,099) | 62,432 | 710,727 | 205,443 | 110,204 | 194,983 |
| Gold sold (ounces) | 183,998 | 187,793 | 180,525 | 210,228 | 222,978 | 256,921 | 248,889 | 239,100 |
| Average realized gold price ($/ ounce) | 2,892 | 2,661 | 2,483 | 2,343 | 2,069 | 1,993 | 1,920 | 1,969 |
| Gold produced (ounces) | 192,752 | 186,001 | 180,553 | 204,241 | 214,339 | 270,611 | 225,052 | 245,961 |
| Gold produced, total including Calibre equity investment (ounces) | 192,752 | 186,001 | 180,553 | 212,508 | 225,716 | 288,665 | 242,838 | 262,701 |
| Production costs ($ in thousands) | 161,994 | 181,376 | 192,408 | 151,299 | 156,745 | 164,406 | 171,425 | 152,762 |
(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, in addition to the factors noted for gold revenue. Net income throughout the eight quarters was a function of quarterly revenues, cash operating costs, related taxes and asset impairment charges. The net loss in the third quarter of 2023 included an impairment loss of $112 million impairment charge on the Gramalote Project as a result of the Company's acquisition from AngloGold of the remaining 50% stake in the Gramalote Project. The net loss in the fourth quarter of 2023 included an impairment of $192 million related to the Fekola Complex, net of deferred income tax. The net loss in the second quarter of 2024 included 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 included an impairment of $661 million related to the Goose Project 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 included the build-up of long-term supplies inventory of $98 million for the Goose Project. The net loss in the fourth quarter of 2024 included 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 positive first quarter of 2025 operating and financial results. The Company is on track to meet its 2025 total gold production guidance of between 970,000 and 1,075,000 ounces. The Company's full year total cash operating costs for the Fekola Complex, Masbate and Otjikoto continue to be forecast between $835 and $895 per gold ounce and total all-in sustaining costs continue to be forecast between $1,460 and $1,520 per gold ounce. Operating cost guidance for the Goose Project for the second half of 2025 will be released in mid-year 2025 following the commencement of gold production.
Upon completion of the construction activities at the Goose Project, the mine is expected to pour first gold in the second quarter of 2025, followed by ramp up to commercial production in the third quarter, and contribute between 120,000 and 150,000 ounces of gold in 2025. Over the first six full calendar years of operation from 2026 to 2031 inclusive, the average annual gold production for the Goose Project is estimated to be approximately 300,000 ounces of gold per year.
The Company is pursuing multiple optimization studies for the Goose Project, including one study to analyze the potential to increase mill throughput at the Goose Project 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 Project 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 late 2025/early 2026. Once the studies are completed, the Company will evaluate the economics of each option and pursue the desired choice.
Based on the positive PEA results for the Antelope deposit at the Otjikoto Mine released in February 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.
The Company expects to complete a feasibility study for its wholly owned Gramalote Project in Colombia by mid-2025. The feasibility study will include modifications to the processing plant and infrastructure locations and therefore a Modified Environmental Impact Study will also be required. Work on the modifications to the Environmental Impact Study are well advanced and the Company expects it to be completed and submitted shortly following the completion of the feasibility study. If
the final economics of the feasibility study are positive and the Company makes the decision to develop the Gramalote Project as an open pit gold mine, the Company will utilize its proven internal mine construction team to build the mine and mill facilities.
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 May 7, 2025, 1,321,372,840 common shares were outstanding. In addition, there were approximately 47.2 million stock options outstanding with exercise prices ranging between Cdn.$3.37 to Cdn.$8.53 per share, approximately 4.6 million RSUs outstanding and approximately 6.9 million PSUs outstanding.
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 2025; projected gold production, cash operating costs and all-in sustaining costs (on a consolidated and mine by mine basis in 2025 for the Fekola Complex, the Otjikoto Mine, the Masbate Gold Project and the Goose Project; total consolidated gold production of between 970,000 and 1,075,000 ounces in 2025, with cash operating costs of between $835 and $895 per ounce and all-in sustaining costs of between $1,460 and $1,520 per ounce; B2Gold's continued prioritization of developing the Goose Project in a manner that recognizes Indigenous input and concerns and brings long-term socio-economic benefits to the area; the Goose Project capital cost being approximately C$1,190 million and the net cost of open pit and underground development, deferred stripping, and sustaining capital expenditures to be incurred prior to first gold production being approximately C$350 million and the cost for reagents and other working capital items being C$330 million; the Goose Project producing approximately 300,000 ounces of gold per year for the first full six years of production; the potential for first gold production in the second quarter of 2025 from the Goose Project and the estimates of such production and the potential ramp-up to commercial production by the end of the third quarter of 2025; the receipt of the exploitation permit for Fekola Regional and Fekola Regional production expected to commence in the second half of 2025; the receipt of a permit for Fekola underground and Fekola underground commencing operation in mid-2025; 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 and the Otjikoto Mine producing an average of approximately 110,000 ounces per year during that period; the timing and results of a feasibility study on the Gramalote Project and the results thereof; the potential to develop the Gramalote Project as an open pit gold mine; planned 2025 exploration budgets for Canada, Mali, Namibia, the Philippines and Kazakhstan 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.
25
Document
Form 52-109F2
Certification of Interim Filings
Full Certificate
I, Clive Johnson, President and Chief Executive Officer of B2Gold Corp., certify the following:
1. Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of B2Gold Corp. (the “issuer”) for the interim period ended March 31, 2025.
2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.
3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.
4. Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.
5. Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings
(a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that
(i)material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and
(i)information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
(b) designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.
5.1 Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is the Internal Control-Integrated Framework published by The Committee of Sponsoring Organizations of the Treadway Commission.
5.2 ICFR – material weakness relating to design: N/A
5.3 Limitation on scope of design: N/A.
6. Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on January 1, 2025 and ended on March 31, 2025 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.
Date: May 7, 2025
| /s/ Clive Johnson |
|---|
| Clive Johnson |
| President and CEO |
Document
Form 52-109F2
Certification of Interim Filings
Full Certificate
I, Michael Cinnamond, Chief Financial Officer of B2Gold Corp., certify the following:
1. Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of B2Gold Corp. (the “issuer”) for the interim period ended March 31, 2025.
2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.
3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.
4. Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.
5. Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings
(a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that
(i)material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and
(i)information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
(b) designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.
5.1 Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is the Internal Control-Integrated Framework published by The Committee of Sponsoring Organizations of the Treadway Commission.
5.2 ICFR – material weakness relating to design: N/A
5.3 Limitation on scope of design: N/A.
6. Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on January 1, 2025 and ended on March 31, 2025 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.
Date: May 7, 2025
| /s/ Michael Cinnamond |
|---|
| Michael Cinnamond |
| Chief Financial Officer |