6-K
B2GOLD CORP (BTG)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of February, 2025
Commission File Number: 001-35936
B2Gold Corp.
(Translation of registrant’s name into English)
Park Place
Suite 3400 - 666 Burrard Street
Vancouver, British Columbia V6C 2X8
Canada
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
[ ] Form 20-F [X] Form 40-F
DOCUMENTS INCLUDED AS PART OF THIS FORM 6-K
See the Exhibit Index hereto.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| B2Gold Corp. | ||
|---|---|---|
| Date: February 19, 2025 | By: | /s/ Randall Chatwin |
| Name: | Randall Chatwin | |
| Title: | Senior Vice President, Legal and Corporate Communications |
EXHIBIT INDEX
EXHIBITS 99.1 AND 99.2 INCLUDED WITH THIS REPORT ARE HEREBY INCORPORATED BY REFERENCE INTO THE REGISTRANT'S REGISTRATION STATEMENTS ON FORM S-8 (FILE NOS. 333-239197, 333-232158, 333-206811, 333-200228, 333-218710, 333-226063, 333-192555 AND 333-273659) AND ON THE REGISTRATION STATEMENT ON FORM F-3D (NO. 333-274310) (COLLECTIVELY, THE "REGISTRATION STATEMENTS"), AS AMENDED OR SUPPLEMENTED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED BY US UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES EXCHANGE ACT OF 1934, IN EACH CASE AS AMENDED.
Document
B2GOLD CORP.
Consolidated Financial Statements
December 31, 2024 and 2023
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders of B2Gold Corp.
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheets of B2Gold Corp. and its subsidiaries (the Company) as of December 31, 2024 and 2023, and the related consolidated statements of operations, of comprehensive (loss) income, of changes in equity and of cash flows for the years then ended, including the related notes (collectively referred to as the consolidated financial statements). We also have audited the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control ‒ Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and its financial performance and its cash flows for the years then ended in conformity with IFRS Accounting Standards as issued by the International Accounting Standards Board. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control ‒ Integrated Framework (2013) issued by the COSO.
Basis for Opinions
The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Annual Report on Internal Control over Financial Reporting on page 28 of the 2024 Management's Discussion and Analysis. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal
| PricewaterhouseCoopers LLP |
|---|
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| T: +1 604 806 7000, F: +1 604 806 7806, Fax to mail: ca_vancouver_main_fax@pwc.com |
| “PwC” refers to PricewaterhouseCoopers LLP, an Ontario limited liability partnership. |
control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that (i) relate to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Impairment of the Goose Project cash-generating unit (CGU)
As described in Notes 5 and 9 to the consolidated financial statements, during the year management identified indicators of impairment for the Goose Project CGU. As a result, management performed an impairment assessment on the Goose Project CGU. The carrying value of the CGU was compared to the CGU’s recoverable amount which was determined to be fair value less costs of disposal. Management concluded that the Goose Project CGU was impaired, resulting in an impairment of $661 million. Management estimated the recoverable amount using a discounted cash flow model. Management applied significant judgment in determining the recoverable amount of the Goose Project CGU, including the use of significant assumptions such as mineable mineralization including resources, future production levels, operating and capital costs, a long-term gold price and the discount rate for the Goose Project
CGU. Management estimates mineable mineralization including resources based on information compiled by qualified persons (management’s specialists).
The principal considerations for our determination that performing procedures relating to the impairment test of the Goose Project CGU is a critical audit matter are (i) the significant judgment by management, including the use of management’s specialists, when estimating the recoverable amount of the Goose Project CGU; and (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to mineable mineralization including resources, future production levels, operating and capital costs, a long-term gold price and the discount rate for the Goose Project CGU. In addition, the audit effort involved the use of professionals with specialized skill and knowledge.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management’s impairment test, including controls over the determination of the recoverable amount of the Goose Project CGU. These procedures also included, among others, testing management’s process for determining the recoverable amount of the Goose Project CGU, which included evaluating the appropriateness of the discounted cash flow model; testing the completeness and accuracy of underlying data used in the model; and evaluating the reasonableness of significant assumptions used by management. Evaluating management’s significant assumptions with respect to future production levels, operating and capital costs and long-term gold price involved evaluating whether these significant assumptions were reasonable considering (i) the current actual costs of the Goose Project; (ii) the consistency with external market and industry data; and (iii) whether these significant assumptions were consistent with evidence obtained in other areas of the audit, as applicable. The work of management’s specialists was used in performing the procedures to evaluate the reasonableness of mineable mineralization including resources. As a basis for using this work, management’s specialists’ qualifications were understood and the Company’s relationship with management’s specialists was assessed. The procedures performed also included evaluating the methods and significant assumptions used by management’s specialists, testing of the data used by management’s specialists and evaluating management’s specialists’ findings. Professionals with specialized skill and knowledge were used to assist in the evaluation of the reasonableness of the discount rate.
Impairment of the Fekola Complex CGU
As described in Notes 5 and 9 to the consolidated financial statements, during the year management identified indicators of impairment for the Fekola Complex CGU, which consists of the Fekola Mine and Fekola Regional Properties. As a result, management performed an impairment assessment on the Fekola Complex CGU. The carrying value of the CGU was compared to the CGU’s recoverable amount which was determined to be fair value less costs of disposal. Management concluded that the Fekola Complex CGU was impaired, resulting in an impairment of $215 million. Management estimated the recoverable amount using a discounted cash flow model. Management applied significant judgment in determining the recoverable amount of the Fekola Complex CGU, including the use of significant assumptions such as mineable mineralization including reserves and resources, future production levels, operating and capital costs, the expected application of fuel taxes, revised royalty and revenue based tax
rates, a long-term gold price and the discount rate for the Fekola Complex CGU. Management estimates mineable mineralization including reserves and resources based on information compiled by qualified persons (management’s specialists).
The principal considerations for our determination that performing procedures relating to the impairment test of the Fekola Complex CGU is a critical audit matter are (i) the significant judgment by management, including the use of management’s specialists, when estimating the recoverable amount of the Fekola Complex CGU; and (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions, related to mineable mineralization including reserves and resources, future production levels, operating and capital costs, the expected application of fuel taxes, revised royalty and revenue based tax rates, a long-term gold price and the discount rate for the Fekola Complex CGU. In addition, the audit effort involved the use of professionals with specialized skill and knowledge.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management’s impairment test, including controls over the determination of the recoverable amount of the Fekola Complex CGU. These procedures also included, among others, testing management’s process for determining the recoverable amount of the Fekola Complex CGU, which included evaluating the appropriateness of the discounted cash flow model; testing the completeness and accuracy of underlying data used in the model; and evaluating the reasonableness of significant assumptions used by management. Evaluating management’s significant assumptions with respect to future production levels, operating and capital costs, the expected application of fuel taxes, revised royalty and revenue based tax rates and long-term gold price involved evaluating whether these significant assumptions were reasonable considering: (i) the current and past performance of the Fekola Mine; (ii) the consistency with external market and industry data; (iii) results of negotiations with the State of Mali; and (iv) whether these significant assumptions were consistent with evidence obtained in other areas of the audit, as applicable. The work of management’s specialists was used in performing the procedures to evaluate the reasonableness of mineable mineralization including reserves and resources. As a basis for using this work, management’s specialists’ qualifications were understood and the Company’s relationship with management’s specialists was assessed. The procedures performed also included evaluating the methods and significant assumptions used by management’s specialists, testing of the data used by management’s specialists, and evaluating management’s specialists’ findings. Professionals with specialized skill and knowledge were used to assist in the evaluation of the reasonableness of the discount rate.
/s/PricewaterhouseCoopers LLP
Chartered Professional Accountants
Vancouver, Canada
February 19, 2025
We have served as the Company’s auditor since 2007.
| B2GOLD CORP. | ||||
|---|---|---|---|---|
| CONSOLIDATED STATEMENTS OF OPERATIONS | ||||
| FOR THE YEARS ENDED DECEMBER 31 | ||||
| (Expressed in thousands of United States dollars, except shares and per share amounts) | ||||
| 2024 | 2023 | |||
| --- | --- | --- | --- | --- |
| Gold revenue | $ | 1,902,030 | $ | 1,934,272 |
| Cost of sales | ||||
| Production costs (Note 24) | (681,828) | (616,197) | ||
| Depreciation and depletion | (367,408) | (402,371) | ||
| Royalties and production taxes | (146,599) | (135,703) | ||
| Total cost of sales | (1,195,835) | (1,154,271) | ||
| Gross profit | 706,195 | 780,001 | ||
| General and administrative | (59,483) | (62,364) | ||
| Share-based payments (Note 14) | (24,678) | (20,921) | ||
| Impairment of long-lived assets (Notes 9 and 10) | (876,376) | (322,148) | ||
| Gain on sale of mining interests (Note 9) | 56,115 | — | ||
| Gain on sale of shares in associate (Note 10) | 16,822 | — | ||
| Non-recoverable input taxes | (13,211) | (5,600) | ||
| Foreign exchange losses | (23,692) | (16,020) | ||
| Share of net income of associates (Note 10) | 2,630 | 19,871 | ||
| Community relations | (2,909) | (5,205) | ||
| Write-down of mining interests (Note 9) | (636) | (19,905) | ||
| Restructuring charges (Note 9) | — | (12,151) | ||
| Other expense (Note 16) | (29,104) | (8,161) | ||
| Operating (loss) income | (248,327) | 327,397 | ||
| Interest and financing expense | (34,848) | (13,925) | ||
| Interest income | 20,734 | 18,519 | ||
| Change in fair value of gold stream (Note 18) | (26,825) | (12,300) | ||
| Losses on dilution of associate (Note 10) | (8,984) | (943) | ||
| (Losses) gains on derivative instruments (Note 17) | (2,837) | 4,699 | ||
| Other expense | (8,137) | (3,114) | ||
| (Loss) income from operations before taxes | (309,224) | 320,333 | ||
| Current income tax, withholding and other taxes (Note 21) | (319,726) | (290,081) | ||
| Deferred income tax recovery (Note 21) | 2,297 | 11,336 | ||
| Net (loss) income | $ | (626,653) | $ | 41,588 |
| Attributable to: | ||||
| Shareholders of the Company | $ | (629,891) | $ | 10,097 |
| Non-controlling interests (Note 15) | 3,238 | 31,491 | ||
| Net (loss) income | $ | (626,653) | $ | 41,588 |
| (Loss) earnings per share (attributable to shareholders of the Company) (Note 14) | ||||
| Basic | $ | (0.48) | $ | 0.01 |
| Diluted | $ | (0.48) | $ | 0.01 |
| Weighted average number of common shares outstanding (in thousands) (Note 14) | ||||
| Basic | 1,308,850 | 1,232,092 | ||
| Diluted | 1,308,850 | 1,237,404 |
See accompanying notes to consolidated financial statements.
| B2GOLD CORP. | ||||
|---|---|---|---|---|
| CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME | ||||
| FOR THE YEARS ENDED DECEMBER 31 | ||||
| (Expressed in thousands of United States dollars) | ||||
| 2024 | 2023 | |||
| --- | --- | --- | --- | --- |
| Net (loss) income | $ | (626,653) | $ | 41,588 |
| Other comprehensive income | ||||
| Items that will not be subsequently reclassified to net income: | ||||
| Gains on investments, net of deferred income tax (Note 8) | 22,485 | 20,613 | ||
| Other comprehensive income | 22,485 | 20,613 | ||
| Total comprehensive (loss) income for the year | $ | (604,168) | $ | 62,201 |
| Other comprehensive income attributable to: | ||||
| Shareholders of the Company | $ | 22,485 | $ | 20,613 |
| Non-controlling interests | — | — | ||
| $ | 22,485 | $ | 20,613 | |
| Total comprehensive (loss) income attributable to: | ||||
| Shareholders of the Company | $ | (607,406) | $ | 30,710 |
| Non-controlling interests | 3,238 | 31,491 | ||
| $ | (604,168) | $ | 62,201 |
See accompanying notes to consolidated financial statements.
| B2GOLD CORP. | ||||
|---|---|---|---|---|
| CONSOLIDATED STATEMENTS OF CASH FLOWS | ||||
| FOR THE YEARS ENDED DECEMBER 31 | ||||
| (Expressed in thousands of United States dollars) | ||||
| 2024 | 2023 | |||
| --- | --- | --- | --- | --- |
| Operating activities | ||||
| Net (loss) income | $ | (626,653) | $ | 41,588 |
| Mine restoration provisions settled (Note 13) | (2,088) | (2,297) | ||
| Non-cash charges, net (Note 22) | 1,289,104 | 802,577 | ||
| Proceeds from prepaid sales (Note 19) | 500,023 | — | ||
| Changes in non-cash working capital (Note 22) | (155,179) | (6,538) | ||
| Changes in long-term inventory | (55,413) | (26,153) | ||
| Changes in long-term value added tax receivables | (72,190) | (94,724) | ||
| Cash provided by operating activities | 877,604 | 714,453 | ||
| Financing activities | ||||
| Revolving credit facility draw downs (Note 12) | 450,000 | 150,000 | ||
| Revolving credit facility repayments (Note 12) | (200,000) | — | ||
| Revolving credit facility transaction costs (Note 12) | (4,247) | (3,296) | ||
| Equipment facility draw downs, net of transaction costs (Note 12) | 7,779 | — | ||
| Repayment of equipment loan facilities (Note 12) | (11,042) | (13,301) | ||
| Interest and commitment fees paid | (11,648) | (4,582) | ||
| Common shares issued for cash in flow-through financing (Note 14) | 10,073 | — | ||
| Cash proceeds from stock option exercises (Note 14) | 3,122 | 12,854 | ||
| Dividends paid (Note 14) | (184,632) | (186,724) | ||
| Principal payments on lease arrangements (Note 12) | (6,531) | (6,189) | ||
| Distributions to non-controlling interest (Note 15) | (122,869) | (34,316) | ||
| Extinguishment of gold stream and construction financing obligations (Note 9) | — | (111,819) | ||
| Other | 923 | 4,863 | ||
| Cash used by financing activities | (69,072) | (192,510) | ||
| Investing activities | ||||
| Expenditures on mining interests: | ||||
| Fekola Mine | (257,776) | (298,942) | ||
| Masbate Mine | (29,763) | (30,142) | ||
| Otjikoto Mine | (28,842) | (61,063) | ||
| Goose Project | (515,391) | (282,338) | ||
| Fekola Regional Properties | (16,861) | (55,975) | ||
| Gramalote Project | (17,128) | (6,380) | ||
| Other exploration (Note 22) | (52,629) | (76,005) | ||
| Cash proceeds on sale of investment in associate (Note 10) | 100,302 | — | ||
| Cash proceeds on sale of long-term investment (Note 8) | 92,564 | — | ||
| Purchase of long-term investment (Note 8) | (16,576) | (33,282) | ||
| Purchase of shares in associate (Note 10) | (9,089) | — | ||
| Cash proceeds from sale of mining interest (Note 9) | 7,500 | — | ||
| Purchase of short-term investments (Note 6) | (16,361) | — | ||
| Redemption of short-term investments (Note 6) | 5,386 | — | ||
| Funding of reclamation accounts | (5,797) | (6,541) | ||
| Cash acquired on acquisition of Sabina Gold & Silver Corp. (Note 9) | — | 38,083 | ||
| Transaction costs paid on acquisition of Sabina Gold & Silver Corp. (Note 9) | — | (6,672) | ||
| Cash paid for purchase of non-controlling interest (Note 9) | — | (6,704) | ||
| Cash paid for acquisition of Gramalote Property interest (Note 9) | — | (20,393) | ||
| Other | (2,840) | 1,015 | ||
| Cash used by investing activities | (763,301) | (845,339) | ||
| Increase (decrease) in cash and cash equivalents | 45,231 | (323,396) | ||
| Effect of exchange rate changes on cash and cash equivalents | (15,155) | (21,655) | ||
| Cash and cash equivalents, beginning of year | 306,895 | 651,946 | ||
| Cash and cash equivalents, end of year | $ | 336,971 | $ | 306,895 |
| Supplementary cash flow information (Note 22) |
See accompanying notes to consolidated financial statements.
| B2GOLD CORP. | ||||
|---|---|---|---|---|
| CONSOLIDATED BALANCE SHEETS | ||||
| (Expressed in thousands of United States dollars) | ||||
| As at | As at | |||
| --- | --- | --- | --- | --- |
| December 31, | December 31, | |||
| 2024 | 2023 | |||
| Assets | ||||
| Current | ||||
| Cash and cash equivalents | $ | 336,971 | $ | 306,895 |
| Accounts receivable, prepaids and other (Note 6) | 41,059 | 27,491 | ||
| Value-added and other tax receivables | 46,173 | 29,848 | ||
| Inventories (Note 7) | 477,586 | 346,495 | ||
| 901,789 | 710,729 | |||
| Long-term investments (Note 8) | 76,717 | 86,007 | ||
| Value-added tax receivables | 244,147 | 199,671 | ||
| Mining interests (Note 9) | 3,291,435 | 3,563,490 | ||
| Investment in associates (Note 10) | 91,417 | 134,092 | ||
| Long-term inventories (Note 7) | 134,529 | 100,068 | ||
| Other assets (Note 11) | 73,964 | 63,635 | ||
| Deferred income taxes (Note 21) | — | 16,927 | ||
| $ | 4,813,998 | $ | 4,874,619 | |
| Liabilities | ||||
| Current | ||||
| Accounts payable and accrued liabilities | $ | 156,352 | $ | 167,117 |
| Current income and other taxes payable | 103,557 | 120,679 | ||
| Current portion of prepaid gold sales (Note 19) | 272,781 | — | ||
| Current portion of long-term debt (Note 12) | 16,419 | 16,256 | ||
| Current portion of gold stream obligation (Note 18) | 6,900 | — | ||
| Current portion of mine restoration provisions (Note 13) | 7,170 | 3,050 | ||
| Other current liabilities | 17,508 | 6,369 | ||
| 580,687 | 313,471 | |||
| Long-term debt (Note 12) | 421,464 | 175,869 | ||
| Gold stream obligation (Note 18) | 159,525 | 139,600 | ||
| Prepaid gold sales (Note 19) | 265,329 | — | ||
| Mine restoration provisions (Note 13) | 140,541 | 104,607 | ||
| Deferred income taxes (Note 21) | 169,738 | 188,106 | ||
| Employee benefits obligation | 18,410 | 19,171 | ||
| Other long-term liabilities | 22,607 | 23,820 | ||
| 1,778,301 | 964,644 | |||
| Equity | ||||
| Shareholders’ equity | ||||
| Share capital (Note 14) | 3,510,271 | 3,454,811 | ||
| Contributed surplus | 91,184 | 84,970 | ||
| Accumulated other comprehensive loss | (102,771) | (125,256) | ||
| Retained (deficit) earnings | (515,619) | 395,854 | ||
| 2,983,065 | 3,810,379 | |||
| Non-controlling interests (Note 15) | 52,632 | 99,596 | ||
| 3,035,697 | 3,909,975 | |||
| $ | 4,813,998 | $ | 4,874,619 | |
| Commitments (Note 26) | ||||
| Subsequent events (Note 12) | ||||
| Approved by the Board | "Clive T. Johnson" | Director | "Lisa M. Pankratz" | Director |
| --- | --- | --- | --- | --- |
See accompanying notes to consolidated financial statements.
| B2GOLD CORP. | ||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY | ||||||||||||||||||||||||||||
| FOR THE YEARS ENDED DECEMBER 31 | ||||||||||||||||||||||||||||
| (Expressed in thousands of United States dollars) | ||||||||||||||||||||||||||||
| 2024 | ||||||||||||||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | |||||||||||||||
| Shares<br>(‘000’s) | Share<br>capital | Contributed<br><br>surplus | Accumulated<br><br>other<br><br>comprehensive<br><br>loss | Retained (deficit) earnings | Non-<br><br>controlling<br><br>interests | Total<br>equity | ||||||||||||||||||||||
| Balance at December 31, 2023 | 1,302,396 | $ | 3,454,811 | $ | 84,970 | $ | (125,256) | $ | 395,854 | $ | 99,596 | $ | 3,909,975 | |||||||||||||||
| Net (loss) income | — | — | — | — | (629,891) | 3,238 | (626,653) | |||||||||||||||||||||
| Dividends (Note 14) | 9,140 | 24,566 | 1,141 | — | (210,700) | — | (184,993) | |||||||||||||||||||||
| Gain on investments, net of deferred income tax (Note 8) | — | — | — | 22,485 | — | — | 22,485 | |||||||||||||||||||||
| Shares issued for flow-through financing (Note 14) | 2,700 | 7,058 | — | — | — | — | 7,058 | |||||||||||||||||||||
| Shares issued on exercise of stock options (Note 14) | 1,247 | 3,122 | — | — | — | — | 3,122 | |||||||||||||||||||||
| Shares issued on vesting of RSUs (Note 14) | 1,614 | 6,839 | (6,839) | — | — | — | — | |||||||||||||||||||||
| Shares issued on vesting of PSUs (Note 14) | 944 | 7,604 | (7,604) | — | — | — | — | |||||||||||||||||||||
| Shares issued from incentive trust (Note 14) | — | 24 | — | — | — | — | 24 | |||||||||||||||||||||
| Transactions with non-controlling interests (Note 9 and Note 15) | — | — | — | — | (70,882) | (50,202) | (121,084) | |||||||||||||||||||||
| Share-based payments (Note 14) | — | — | 25,763 | — | — | — | 25,763 | |||||||||||||||||||||
| Transfer to share capital on exercise of stock options and incentive trust shares | — | 6,247 | (6,247) | — | — | — | — | |||||||||||||||||||||
| Balance at December 31, 2024 | 1,318,041 | $ | 3,510,271 | $ | 91,184 | $ | (102,771) | $ | (515,619) | $ | 52,632 | $ | 3,035,697 | 2023 | ||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | |||||||||||||||
| 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, 2022 | 1,074,695 | $ | 2,487,624 | $ | 78,232 | $ | (145,869) | $ | 588,139 | $ | 103,663 | $ | 3,111,789 | |||||||||||||||
| Net income | — | — | — | — | 10,097 | 31,491 | 41,588 | |||||||||||||||||||||
| Shares and replacement options issued on acquisition of Sabina Gold & Silver Corp. (Note 9) | 216,452 | 925,375 | 5,075 | — | — | — | 930,450 | |||||||||||||||||||||
| Dividends (Note 14) | 4,005 | 11,833 | 1,258 | — | (200,116) | — | (187,025) | |||||||||||||||||||||
| Gain on investments, net of deferred income tax (Note 8) | — | — | — | 20,613 | — | — | 20,613 | |||||||||||||||||||||
| Shares issued on exercise of stock options (Note 14) | 5,063 | 12,854 | — | — | — | — | 12,854 | |||||||||||||||||||||
| Shares issued on vesting of RSUs (Note 14) | 1,440 | 5,988 | (5,988) | — | — | — | — | |||||||||||||||||||||
| Shares issued on vesting of PSUs (Note 14) | 741 | 5,658 | (8,603) | — | — | — | (2,945) | |||||||||||||||||||||
| Transactions with non-controlling interests (Note 15) | — | — | — | — | (2,266) | (35,558) | (37,824) | |||||||||||||||||||||
| Share-based payments (Note 14) | — | — | 20,475 | — | — | — | 20,475 | |||||||||||||||||||||
| Transfer to share capital on exercise of stock options | — | 5,479 | (5,479) | — | — | — | — | |||||||||||||||||||||
| Balance at December 31, 2023 | 1,302,396 | $ | 3,454,811 | $ | 84,970 | $ | (125,256) | $ | 395,854 | $ | 99,596 | $ | 3,909,975 |
See accompanying notes to consolidated financial statements.
| B2GOLD CORP. |
|---|
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
| December 31, 2024 and 2023 |
| (All tabular amounts are in thousands of United States dollars unless otherwise stated) |
1Nature of operations
B2Gold Corp. (“B2Gold” or the “Company”) is a Vancouver-based gold producer with 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, 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 listed on the Toronto Stock Exchange under the symbol “BTO”, the NYSE American LLC exchange under the symbol “BTG” and the Namibian Stock Exchange under the symbol “B2G”. B2Gold’s head office is located at Suite 3400, Park Place, 666 Burrard Street, Vancouver, British Columbia, V6C 2X8.
2Basis of preparation
These consolidated financial statements have been prepared in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board (“IFRS”). These consolidated financial statements were authorized for issue by the Board of Directors on February 19, 2025.
3Recent accounting pronouncements
Pronouncements implemented
Amendments to IAS 1 - Presentation of Financial Statements
In January 2020, the IASB issued amendments to IAS 1, Presentation of financial statements titled "Classification of Liabilities as Current or Non-current" and in October 2022, the IASB issued further clarification titled "Non-current Liabilities with Covenants". These amendments outlined that liabilities should be classified as non-current if a company has a substantive right to defer settlement for at least 12 months at the end of the reporting period. The amendments were effective for annual periods beginning on or after January 1, 2024 and adoption of these amendments did not have an effect on our financial statements.
Pronouncements issued but not yet effective
Amendments to IFRS 9, Financial instruments, and IFRS 7, Financial instruments: Disclosures
In May 2024, the IASB issued amendments to update the classification and measurement requirements in IFRS 9 and related disclosure requirements in IFRS 7 as follows:
•Clarified the recognition and derecognition date of certain financial assets and liabilities and amended the requirements related to settling financial liabilities using an electronic payment system.
•Clarified how to assess the contractual cash flow characteristics of financial assets in determining whether they meet the solely payments of principal and interest criteria.
•New disclosures for certain instruments with contractual terms that can change cash flows (including instruments with features linked to environmental, social and corporate governance targets).
•Additional disclosure requirements for financial instruments with contingent features that do not relate directly to basic lending risks and costs.
•Amended disclosures relating to equity instruments designated at fair value through other comprehensive income.
The amendments are effective for annual reporting periods beginning on or after January 1, 2026, with early application permitted for certain provisions. The Company is currently assessing the effect of these amendments to its financial statements but has not yet adopted.
IFRS 18, Presentation and disclosure in financial statements
In April 2024, the IASB issued IFRS 18, Presentation and disclosure in financial statements ("IFRS 18"), which replaces IAS 1, Presentation of financial statements. IFRS 18 introduces a specified structure for the income statement by requiring income and expenses to be presented in three defined categories (operating, investing and financing), and by specifying certain defined totals and subtotals. Where company-specific measures related to income statement disclosure are provided ("management-defined performance measures"), such as certain non-GAAP measures, IFRS 18 requires additional disclosure around those management-defined performance measures in the financial statements. IFRS 18 also provides additional guidance on principles of aggregation and disaggregation which apply to the primary financial statements and the
| B2GOLD CORP. |
|---|
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
| December 31, 2024 and 2023 |
| (All tabular amounts are in thousands of United States dollars unless otherwise stated) |
notes. IFRS 18 does not affect the recognition and measurement of items in the financial statements, nor does it affect which items are classified in other comprehensive income and how these items are classified.
The standard is effective for reporting periods beginning on or after January 1, 2027, including for interim financial statements. Retrospective application is required and early application is permitted. The Company is currently assessing the effect of this new standard to its financial statements but has not yet adopted it.
4Summary of material accounting policies
The material accounting policies used in the preparation of these financial statements are as follows:
Principles of consolidation
The financial statements of the Company consolidate the accounts of B2Gold and its subsidiaries. All intercompany transactions, balances, and unrealized gains and losses from intercompany transactions are eliminated on consolidation.
The Company’s most significant wholly-owned and partially owned subsidiaries are presented below:
| % interest | ||
|---|---|---|
| - | Fekola SA (“Fekola Mine”) | 80 |
| - | B2Gold Namibia (Pty) Ltd. (“Otjikoto Mine”) | 90 |
| - | Philippines Gold Processing & Refining Corporation (“Masbate Mine”) | 100 |
| - | Filminera Resources Corporation ("Masbate Mine") | 40 |
| - | B2Gold Back River Corp ("Goose Project") | 100 |
| - | Gramalote Limited ("Gramalote Project") | 100 |
Subsidiaries are entities controlled by the Company. Control exists when the Company has power over an investee, when the Company is exposed, or has rights, to variable returns from the investee and when the Company has the ability to affect those returns through its power over the investee. Subsidiaries are fully consolidated from the date on which control is obtained by B2Gold and are de-consolidated from the date that control ceases.
The Company holds its interest in the Masbate Gold Project (which operates the Masbate Mine) through two indirectly-owned subsidiaries. B2Gold has a 100% interest in Philippines Gold Processing & Refining Corporation (“PGPRC”) and a 40% interest in Filminera Resources Corporation (“FRC”). The remaining 60% interest in FRC is held by a Philippines-registered company that is owned by a Philippine shareholder. The Company consolidates the Masbate Gold Project as a result of its ownership interests and the contractual relationship between the entities. FRC owns the majority of the Masbate Gold Project tenements. PGPRC owns the process plant and is responsible for the sale of all gold. PGPRC and FRC have a contractual relationship, which includes PGPRC purchasing all of the ore production from FRC at a price equal to the cost for the ore plus a predetermined margin. For accounting purposes, this contractual relationship gives the Company control to consolidate FRC.
The Company's interests in Versamet and BeMetals Corp. ("BeMetals") are accounted for as investment in associates (Note 10). The Company does not control these entities, but does exert significant influence over their operations. The Company accounts for its interest in these associates using the equity method.
The Company established a trust arrangement under its Incentive Plan (Note 14) for the benefit of its directors, officers, employees and service providers. The Company consolidates this trust as it has the power to control its financial and operating policies and obtain the benefits from its activities.
Investments in joint arrangements and associates
A joint arrangement is a contractual arrangement whereby two or more parties undertake an economic activity that is subject to joint control. Joint control is the contractually agreed sharing of control of an arrangement, which exists only when decisions about the relevant activities require the unanimous consent of the parties sharing control.
The Company considers whether a joint arrangement is a joint operation or joint venture. The parties to a joint operation have the rights to the underlying assets and are exposed to the underlying liabilities of the joint arrangement. The Company accounts for investment in joint operations by recognizing its share of the operations underlying assets, liabilities, revenues and expenses. The parties to a joint venture have an interest in the underlying net assets of the joint arrangement.
| B2GOLD CORP. |
|---|
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
| December 31, 2024 and 2023 |
| (All tabular amounts are in thousands of United States dollars unless otherwise stated) |
Investments in joint ventures are accounted for using the equity method. The equity method involves recording the initial investment at cost. Additional funding into an investee is recorded as an increase in the carrying value of the investment. The carrying amount is adjusted by the Company’s share of post-acquisition net income or loss, dilution gains or losses (resulting from changes in ownership interest), depreciation or amortization.
An associate is an entity over which the Company has significant influence, but not control. Investments in associates are also accounted for using the equity method.
Business combinations
A business combination requires that the assets acquired and liabilities assumed constitute a business. A business is an integrated set of activities and assets that is capable of being conducted and managed for the purpose of providing goods or services to customers, generating investment income (such as dividends or interest) or generating other income from ordinary activities. A business consists of inputs and processes applied to those inputs that have the ability to create outputs. Although businesses usually have outputs, outputs are not required for an integrated set to qualify as a business as the Company considers other factors to determine whether the set of activities or assets is a business.
The Company has an option to apply a ‘concentration test’ to assess whether an acquired set of activities and assets are not a business. If substantially all of the fair value of the gross assets acquired are concentrated in a single, identifiable asset or group of similar identifiable assets, the concentration test is met, and the transaction is accounted for as an asset acquisition. In such cases, the acquirer identifies and recognizes the individual identifiable assets acquired and liabilities assumed. The cost of the net assets is allocated to the individual identifiable assets and liabilities on the basis of their relative fair values at the date of purchase. Such a transaction or event will not give rise to goodwill. Acquisition-related costs in an asset acquisition are recognized as part of the cost of the assets acquired.
Business combinations are accounted for using the acquisition method whereby acquired assets and liabilities are recorded at fair value as of the date of acquisition with the excess of the purchase consideration over such fair value being recorded as goodwill. Non-controlling interest in an acquisition may be measured at either fair value or at the non-controlling interest’s proportionate share of the fair value of the acquiree’s net identifiable assets.
The excess of (i) total consideration transferred by the Company, measured at fair value, including contingent consideration, and (ii) the non-controlling interests in the acquiree, over the acquisition-date fair value of the net of the assets acquired and liabilities assumed, is recorded as goodwill. If the fair value attributable to the Company’s share of the identifiable net assets exceeds the cost of acquisition, the difference is recognized as a gain in the Consolidated Statement of Operations.
Should the consideration be contingent on future events, the cost of the acquisition recorded includes management’s best estimate of the fair value of the contingent amounts expected to be payable. Provisional fair values allocated at the reporting date are finalized within one year of the acquisition date with retroactive restatement to the acquisition date as required.
Transaction costs, other than those associated with the issue of debt or equity securities, which the Company incurs in connection with a business combination, are expensed as incurred.
Foreign currency translation
Functional and presentation currency
Items included in the financial statements of each of the group's entities are measured using the currency of the primary economic environment in which the entity operates (“the functional currency”). The consolidated financial statements are presented in United States dollars, which is the Company’s presentation currency. The Company’s mining operations operate within an economic environment where the functional currency is the United States dollar. References to "$" or "US$" are to United States dollars, while references to "Cdn. $" are to Canadian dollars.
Transactions and balances
Transactions denominated in foreign currencies are translated into the United States dollar as follows:
•Monetary assets and liabilities are translated at the rates of exchange at the Consolidated Balance Sheet date;
| B2GOLD CORP. |
|---|
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
| December 31, 2024 and 2023 |
| (All tabular amounts are in thousands of United States dollars unless otherwise stated) |
•Non-monetary assets and liabilities are translated at historical exchange rates prevailing at each transaction date;
•Revenue and expenses are translated at the exchange rate at the date of the transaction, except depreciation, depletion and amortization, which are translated at historical exchange rates, and share-based compensation expense, which is translated at the rates of exchange applicable at the date of grant of the share-based compensation; and
•Exchange gains and losses on translation are included in earnings. When the gain or loss on certain non-monetary items, such as long-term investments classified as fair value through other comprehensive income (“OCI”) is recognized in OCI, the translation differences are also recognized in OCI.
Group companies
For any subsidiaries or joint ventures whose functional currency differs from the United States dollar, balances and transactions are translated into the United States dollar as follows:
•Assets and liabilities are translated at the rates of exchange at the Consolidated Balance Sheet date;
•Revenue and expenses are translated at average exchange rates throughout the reporting period or at rates that approximate the actual exchange rates; items such as depreciation are translated at the monthly average exchange rate; and
•Exchange gains and losses on translation are included in OCI.
The exchange gains and losses are recognized in earnings upon the substantial disposition, liquidation or closure of the entity that gave rise to such amounts.
Financial instruments
The Company recognizes financial assets and liabilities on the Consolidated Balance Sheet when the Company becomes party to the contractual provisions of the instrument.
Cash and cash equivalents
Cash and cash equivalents include cash on hand, deposits held with banks, and other short-term highly liquid investments with original maturities of three months or less. Cash and cash equivalents are classified as financial assets and subsequently measured at amortized cost.
Accounts receivable, accounts payable and accrued liabilities
Accounts receivable, accounts payable and accrued liabilities are non-interest bearing. Accounts receivable are classified as financial assets and accounts payable and accrued liabilities are classified as financial liabilities. They are initially measured at fair value and subsequently recorded at amortized cost, which approximates fair value due to the short term to maturity. Accounts receivable are net of expected credit losses.
Long-term investments
Equity investments in entities that are not subsidiaries, joint ventures or investments in associates are classified as fair value through profit and loss ("FVTPL") unless they are irrevocably designated, on an individual basis, as fair value through other comprehensive income ("FVOCI"). These investments are measured at fair value on acquisition and at each reporting date. Any unrealized holding gains and losses related to long-term investments designated as FVOCI are excluded from net earnings and are included in OCI. Upon disposal, any accumulated gains and losses remain in equity.
Lease liabilities
Lease liabilities are interest bearing and are initially measured at the present value and subsequently recorded at amortized cost.
Debt
The Company initially recognizes all financial liabilities at fair value and classifies them as subsequently measured at either FVTPL or amortized cost, as appropriate. For debt subsequently measured at amortized cost, the effective interest rate method is used. Debt classified as FVTPL is measured at fair value on each financial period-end date with gains and losses flowing through the Consolidated Statement of Operations. For debt that is optionally classified as FVTPL, the part of the fair value change related to the Company’s own credit risk is recorded in OCI rather than the Consolidated Statement of Operations.
| B2GOLD CORP. |
|---|
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
| December 31, 2024 and 2023 |
| (All tabular amounts are in thousands of United States dollars unless otherwise stated) |
Derivative instruments
Derivative instruments, including embedded derivatives, are recorded at FVTPL and accordingly recorded at fair value on the Consolidated Balance Sheet with changes in the fair value being recognized as gains or losses in the Consolidated Statement of Operations. Fair values for derivative instruments are determined using valuation techniques, using assumptions based on market conditions existing at the balance sheet date.
Impairment of financial assets held at amortized cost
At each reporting date, the Company measures the loss allowance for financial assets held at amortized cost at an amount equal to the lifetime expected credit losses if the credit risk on the financial assets has increased significantly since initial recognition. If at the reporting date, the credit risk on the financial assets has not increased significantly since initial recognition, the Company measures the loss allowances for the financial assets at an amount equal to twelve month expected credit losses.
Derecognition of financial assets
Financial assets are derecognized when the investments mature or are sold, and substantially all the risks and rewards of ownership have been transferred. Gains and losses on derecognition of financial assets classified as FVTPL or amortized cost are recognized within other non-operating income. Accumulated gains or losses on financial assets classified as FVOCI remain within accumulated other comprehensive income.
Inventories
Gold and silver bullion, in-process and stockpile inventories are recorded at the lower of average cost and net realizable value. The cost of finished goods and work-in-progress comprises raw materials, direct labour, and other direct costs, as well as stripping in the production stage and related production overheads (based on normal operating capacity) including applicable depreciation on property, plant and equipment. Net realizable value is the estimated selling price less applicable selling expenses and cost to complete.
When inventories have been written down to net realizable value, a new assessment of net realizable value is made in each subsequent period. If the circumstances that caused the write down no longer exist, the amount of the write down on inventory not yet sold is reversed.
Materials and supplies inventories are valued at the lower of average cost and net realizable value. Cost includes acquisition, freight and other directly attributable costs.
Mining interests
Mining interests include property, plant and equipment, mineral properties, construction-in-progress (including mine development costs), deferred stripping, exploration and evaluation expenditures, capitalized borrowing costs, and impairment.
Mineral properties
Mineral properties (including mine development costs) are stated at cost less accumulated depreciation and impairment losses. When production commences, these costs are amortized using the units-of-production ("UOP") method, based on recoverable ounces from the estimated proven and probable reserves plus a portion of measured and indicated resources that are reasonably expected to be converted to proven and probable reserves.
Capitalization of mine development costs to construction-in-progress ceases when the mine is capable of operating in the manner intended by management. The Company applies judgement in its assessment of when a mine is capable of operating in the manner intended by management which takes account of the design of the mine and the nature of the initial commissioning phase of the mine.
In accordance with the amendments to IAS 16, Property, plant and equipment, for new mines commissioned on or after January 1, 2022, revenues and the associated cost of production for any items produced during the commissioning phase are recognized in the Consolidated Statement of Operations.
Non-recoverable costs for projects determined not to be commercially feasible are expensed in the period in which the determination is made or when the carrying value of the project is determined to be impaired.
| B2GOLD CORP. |
|---|
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
| December 31, 2024 and 2023 |
| (All tabular amounts are in thousands of United States dollars unless otherwise stated) |
Deferred stripping
Deferred stripping costs are included as a component of mineral property costs. Stripping costs incurred during the production phase of a mine are considered production costs and are included in the cost of inventory produced during the period in which stripping costs are incurred, unless the stripping activity can be shown to be a betterment of the mineral property. Betterment occurs when stripping activity increases future output of the mine by providing access to additional reserves. Stripping costs incurred to provide access to the ore body for extraction are capitalized as mineral property costs and are amortized on a UOP basis over the reserves and resources to which they relate.
Construction-in-progress
Qualifying assets in the course of construction are capitalized as construction-in-process until the asset is substantially complete and ready for its intended use, at which time, it is transferred to the appropriate category of mineral property or buildings, plant and equipment and depreciation commences.
Buildings, plant and equipment
Buildings, plant and equipment are recorded at cost. Repairs and maintenance expenditures are charged to operating costs; major improvements and replacements which extend the useful life of an asset are capitalized to the cost of the asset. Buildings, plant and equipment are amortized over the life of the mine using the UOP method based on the recoverable ounces from the estimated proven and probable reserves and a portion of the measured and indicated resources that are reasonably expected to be converted to proven and probable reserves. Mobile equipment, tailings dams and other equipment are depreciated on a straight-line basis over three to six years as appropriate, net of residual value. The Company allocates the amount initially recognized in respect of an item of buildings, plant and equipment to its significant components and depreciates separately each component part. Residual values, method of amortization and useful lives of the assets are reviewed annually and adjusted if appropriate.
Exploration and Evaluation Expenditures
The Company defers the cost of acquiring, maintaining its interest in, exploring and evaluating a mineral property as exploration and evaluation until a decision to construct, abandon or sell the property is made. Once the technical feasibility and commercial viability of the extraction of mineral reserves or resources from a particular mineral property has been determined, exploration and evaluation expenditures are reclassified to “mineral property costs”. If no mineable ore body is discovered, such costs are expensed in the period in which it is determined the property has no future economic value. Exploration costs that do not relate to any specific property are expensed as incurred.
The establishment of technical feasibility and commercial viability of a mineral property is assessed based on a combination of factors, such as but not limited to:
•The extent to which mineral reserves or mineral resources have been identified through a feasibility study or similar level document;
•The results of optimization studies and further technical evaluation carried out to mitigate project risks identified in the feasibility study;
•The status of environmental permits; and
•The status of mining leases or permits.
In addition, commercial viability is deemed to be achieved when the Company determines that the project will provide a satisfactory return relative to its perceived risks. Ore reserves and resources may be declared for an undeveloped mining project before its commercial viability has been fully determined. Evaluation costs may continue to be capitalized during the period between declaration of reserves and approval to mine as further work is undertaken in order to refine the development case to maximize the project’s returns.
Borrowing costs
Borrowing costs attributable to the construction of qualifying assets, which take a substantial period of time to make ready for their intended use, are added to the cost of the assets until such time as the assets are substantially complete and ready for their intended use. The amount of borrowing costs capitalized cannot exceed the actual amount of borrowing costs incurred in a period. All other borrowing costs are expensed in the period in which they are incurred.
| B2GOLD CORP. |
|---|
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
| December 31, 2024 and 2023 |
| (All tabular amounts are in thousands of United States dollars unless otherwise stated) |
Impairment and reversals of impairment
The carrying amounts of long-lived assets are tested for impairment when events or changes in circumstances indicate that the carrying amount may not be recoverable. If there are indicators of impairment, the recoverable amount of the asset is estimated in order to determine the extent of the impairment. An impairment loss is recognized for the amount by which the asset’s carrying amount exceeds its recoverable amount and is recorded as an expense in the Consolidated Statement of Operations.
The recoverable amount is the higher of an asset’s “fair value less costs of disposal” ("FVLCD") and “value-in-use”. Where the asset does not generate cash flows that are independent from other assets, the recoverable amount of the cash-generating unit ("CGU") to which the asset belongs is determined. FVLCD is determined as the amount that would be obtained from the sale of the asset less costs of disposal in an arm’s length transaction between knowledgeable and willing parties. For mining assets this would generally be determined based on the present value of the estimated future cash flows arising from the continued development, use or eventual disposal of the asset. In assessing these cash flows and discounting them to the present value, assumptions used are those that an independent market participant would consider appropriate. In assessing “value-in-use”, the estimated future cash flows expected to arise from the continuing use of the assets in their present form and from their disposal are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and risks specific to the asset.
Impairment losses are evaluated for potential reversals when events or circumstances warrant such consideration. Where an impairment loss is subsequently reversed, the amount of such reversal is limited such that the revised carrying amount of the asset or CGU does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset or CGU in the prior years. A reversal of an impairment loss is recognized into earnings immediately.
Leases
At the inception of a contract, to determine if it contains a lease, the Company assesses whether it conveys the right to control and obtain substantially all of the economic benefits of an identified asset, for a period of time, in exchange for consideration. Where a contract contains a lease, the Company recognizes a right-of-use asset and a lease liability at the commencement date of the lease.
The right-of-use asset is measured at cost less any accumulated depreciation and impairment losses and may be adjusted for any remeasurement of the lease liability. Cost is the amount of the initial lease liability plus any initial direct costs incurred and any lease payments made at or before the commencement date less any incentives received.
The right-of-use assets are included in the cost of property, plant and equipment for the associated mining interest on the Consolidated Balance Sheet. They are depreciated, in accordance with the Company's existing accounting policy, over the shorter of the lease term or the life of the asset.
The lease liability is initially measured at the present value of future lease payments discounted at the interest rate implicit in the contract. If the implicit rate cannot be determined, the incremental borrowing rate over a similar term and with similar security for the funds necessary to obtain an asset of similar value in a similar economic environment is used. The lease payments include fixed payments less any incentives receivable, variable lease payments that depend on an index or rate and amounts expected to be paid under residual value guarantees. Where the lease contains an extension or purchase option, the costs associated with the option are included if it is reasonably expected to be exercised by the Company.
Thereafter, the amount of the lease liability is increased to reflect the accretion of interest and reduced for the lease payments made. In addition, the carrying amount of the lease liability is remeasured to reflect any modifications to the contract terms. Lease liabilities are presented as a component of debt on the Consolidated Balance Sheet.
The Company has elected not to recognize right-of-use assets and lease liabilities for contracts that have a lease term of 12 months or less or are for the use of low value assets. These contracts are recognized as an expense in the Consolidated Statement of Operations in the period the cost is incurred. In addition, for certain asset classes, the Company has elected to treat both lease and non-lease components as a single lease component for the purposes of applying IFRS 16, Leases.
| B2GOLD CORP. |
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| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
| December 31, 2024 and 2023 |
| (All tabular amounts are in thousands of United States dollars unless otherwise stated) |
Mine restoration provisions
Future obligations to retire an asset including dismantling, removal from site where required, remediation, on-going treatment, monitoring and other site closure activities are initially recognized and recorded as a liability based on estimated future cash flows discounted at a risk free rate. The measurement determination is based on estimated future cash flows, the current risk-free discount rate, and an estimated inflation factor. The value of restoration provisions is adjusted at each reporting period for changes to factors including the expected amount of cash flows required to discharge the liability, the timing of such cash flows and the risk-free interest rate. The liability is added to the carrying amount of the associated asset, and this additional carrying amount is depreciated over the life of the asset. The liability is accreted to full value over time through periodic charges to earnings. This unwinding of the discount is expensed in the Consolidated Statement of Operations. As reclamation work is performed or liabilities are otherwise settled, the recorded amount of the liability is reduced.
Share-based payments
The cost of stock options and other equity-settled share-based payment arrangements, including restricted share units and performance share units, is recorded based on the estimated fair-value at the grant date and charged to earnings over the vesting period.
The Company grants stock options to certain employees and directors. Each tranche is considered a separate award with its own vesting period and grant date fair value. The fair value of each tranche is measured at the date of grant using the Black-Scholes option pricing model. Compensation expense is recognized over the tranche’s vesting period by a charge to earnings, with a corresponding increase to contributed surplus based on the number of awards expected to vest. The number of awards expected to vest is reviewed at least annually, with any impact being recognized immediately.
The Company grants performance share units to certain officers and employees. Each tranche is considered a separate award with its own vesting period and grant date fair value. The fair value of each tranche is measured at the date of grant using a risk neutral Monte Carlo simulation based on a correlated Geometric Brownian Motion. Compensation expense is recognized over the tranche’s vesting period by a charge to earnings, with a corresponding increase to contributed surplus based on the number of awards expected to vest. The number of awards expected to vest is reviewed at least annually, with any impact being recognized immediately.
Cash settled share-based payment arrangements, including deferred share units and restricted phantom units are measured at fair value using the market value of the underlying shares on the date of issuance. The liability is then remeasured at market value on each reporting date until settlement with any gains or losses flowing through share-based payments expense.
Current and deferred income taxes
Income tax comprises current and deferred tax. Income tax is recognized in the Consolidated Statement of Operations except to the extent that it relates to items recognized directly in equity, in which case the income tax is also recognized directly in equity. Taxes on income in interim periods are recorded using the tax rate that would be applicable to expected annual profit.
Current tax is the expected tax payable on taxable income for the year, using tax rates enacted or substantively enacted, at the end of the reporting period.
Payments to governments arising due to specific legislation or separate negotiation with the local authorities in the countries the Company operates are assessed to determine whether they are in the scope of IAS 12, Income taxes. Those that are based on measures of profit earned are assessed to be in scope of IAS 12, while those calculated on sales or production are recorded as an operating expense.
For the Fekola Mine, income taxes in Mali are assessed on a mine-specific basis determined by the respective Mining Code and Convention. As the profit measure used to calculate State of Mali’s preferred share interest is determined to be revenue less costs as defined by the relevant legislation, which is the 2012 Mining Code, the 2023 Mining code and the Fekola Mining Convention, this arrangement is determined to be a tax on income and not an operating cost or profit sharing interest and, therefore, in the scope of IAS 12.
The Company uses judgement in determining whether payments arising due to specific legislation or separate negotiation with the relevant authorities are in scope of IAS 12.
| B2GOLD CORP. |
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| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
| December 31, 2024 and 2023 |
| (All tabular amounts are in thousands of United States dollars unless otherwise stated) |
Deferred tax is recognized in respect of temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. Deferred income tax is determined on a non-discounted basis using tax rates and laws that have been enacted or substantively enacted at the balance sheet date and are expected to apply when the deferred tax asset or liability is reversed. Deferred tax assets are recognized to the extent that it is probable that the assets can be recovered.
Deferred income tax is provided on temporary differences arising on investments in subsidiaries and associates, except, in the case of subsidiaries, where the timing of the reversal of the temporary difference is controlled by the Company and it is probable that the temporary difference will not reverse in the foreseeable future. As an exception, deferred tax assets and liabilities are not recognized if the temporary differences arise from the initial recognition of goodwill, or an asset or liability in a transaction (other than in a business combination) that affects neither accounting profit nor taxable profit.
Deferred income tax assets and liabilities are presented as non-current.
Revenue
Gold revenue is recognized when it is probable that the economic benefits will flow to the Company, delivery has occurred, the sales price is reasonably determinable and collectability is reasonably assured. These criteria are generally met at the time the product is delivered to the customer and, depending on the delivery conditions, title and the risks and rewards of ownership have passed to the customer and acceptance of the product, when contractually required, has been obtained. Gold revenue is measured based on the price specified in the sales contract at the time of sale.
Prepaid gold sales are recognized as deferred revenue on the Consolidated Balance Sheet and recognized as revenue in the Consolidated Statement of Operations when control transfers to the customer upon delivery of gold. The contract price is considered to contain a significant financing component given the long term nature of the upfront payment and the period of time between the receipt of the upfront cash and the transfer of control of the product. This will result in recognition of an interest charge on the upfront amount that increases the future revenue to be recognized.
Silver revenue is accounted for as a by-product and is recorded as a credit to operating costs.
Earnings per share
Basic earnings per share is calculated by dividing the net income for the year attributable to shareholders of the Company by the weighted average number of common shares outstanding during the year.
Diluted earnings per share reflects the potential dilution from common share equivalents on the weighted average number of common shares outstanding during the year if the resulting shares would be dilutive. For stock options, the potential dilutive impact is calculated using the treasury share method whereby all “in-the-money” options are assumed to have been exercised at the beginning of the year and the proceeds from the exercise are assumed to have been used to purchase common shares at the average market price during the period.
5Significant accounting judgements and estimates
The preparation of these financial statements in conformity with IFRS requires judgements and estimates that affect the amounts reported. Those judgements and estimates concerning the future may differ from actual results. The following are the areas of accounting policy judgement and accounting estimates applied by management that most significantly affect the Company’s financial statements, including those areas of estimation uncertainty that could result in a material adjustment to the carrying amounts of assets and liabilities within the next financial year.
Areas of judgement
Assessment of impairment and reversal of impairment indicators for long-lived assets
The Company applies significant judgement in assessing whether there are indicators of impairment or 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.
| B2GOLD CORP. |
|---|
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
| December 31, 2024 and 2023 |
| (All tabular amounts are in thousands of United States dollars unless otherwise stated) |
During the year ended December 31, 2024, the Company identified changes to the indicators of impairment on the Fekola Complex CGU, consisting of the Fekola Mine and Fekola Regional Properties, and the Goose Project CGU. As a result, these assets were tested for impairment (Note 9). During the year ended December 31, 2023, the Company identified indicators of impairment on the Fekola Complex CGU and the Gramalote Project. As a result, these assets were tested for impairment (Note 9).
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.
Capitalization of exploration and evaluation expenditures
The application of the Company’s accounting policy for capitalization of exploration and evaluation expenditures requires judgement in determining whether the future economic benefit is likely, either through future exploitation or sale, where properties have not reached a stage which permits a reasonable assessment of the existence of reserves. The deferral policy requires management to make certain judgements about future events or circumstances, in particular whether an economically viable mine can be established. Judgement is applied in the determination of whether any impairment indicators exist at each reporting date giving consideration to factors including mining title expiration dates, budgeted expenditures, discontinuation of activities in any area, and evaluation of any data which would indicate that the carrying amount of exploration and evaluation assets is not recoverable. If new information becomes available suggesting that the recovery of the carrying amount of exploration and evaluation assets is unlikely, the amount capitalized is written off in the Consolidated Statement of Operations in the period when the new information becomes available.
Determination of control or significant influence over investees
The assessment of whether the Company has a significant influence or control over an investee requires the application of judgement when assessing factors that could give rise to a significant influence or control. Factors evaluated when making a judgement of control or significant influence over an investee include, but are not limited to, ownership percentage, representation on the board of directors, participation in the policy-making process, material transactions and contractual arrangements between the Company and the investee, interchange of managerial personnel, provision of essential technical information and potential voting rights. In evaluating these factors, the Company determines the level of influence over the investee the Company has. Changes in the Company's assessment of the factors used in determining if control or significant influence exists over an investee would impact the accounting treatment of the investment in the investee.
Business combinations and asset acquisitions
The assessment of whether an acquisition meets the definition of a business or whether it is a purchase of assets is a key area of judgment. If deemed to be a business combination, the acquisition method requires acquired assets and liabilities assumed to be recorded at fair value as of the date of acquisition with the excess of the purchase consideration over such fair value being recorded as goodwill. Where an acquisition involves a purchase of assets the purchase price is allocated to the assets acquired and liabilities assumed based on their relative fair value and no goodwill arises on the transaction. The acquisition of Sabina during the year ended December 31, 2023, was determined to be a purchase of assets (Note 9).
Sources of estimation uncertainty
Fair value of financial instruments
The fair value of financial instruments that are not traded in an active market are determined using valuation techniques. In determining the fair value of the gold stream obligation (Note 18), the Company makes significant assumptions that are based on the underlying models and the market conditions existing at both initial recognition and the end of each reporting period.
| B2GOLD CORP. |
|---|
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
| December 31, 2024 and 2023 |
| (All tabular amounts are in thousands of United States dollars unless otherwise stated) |
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.
Impairment of long-lived assets
Long-lived assets are tested for impairment, or reversal of a previous impairment, if there is an indicator of impairment or a subsequent reversal (Note 9). Calculating the estimated recoverable amount of CGUs for long-lived asset requires management to make estimates and assumptions that include such factors as mineable mineralization including reserves and resources, future production levels, operating and capital costs, application of royalty, income tax and mining tax rates, future metal prices and discount rates. Changes in any of these assumptions or estimates used in determining the recoverable amount could impact the analysis. Such changes could be material.
Value-added tax receivables
The Company incurs indirect taxes, including value-added tax, on purchases of goods and services at its operating mines and development projects. Indirect tax balances are recorded at their estimated recoverable amounts within current or long-term assets, net of provisions, and reflect the Company’s best estimate of their recoverability under existing tax rules in the respective jurisdictions in which they arise. Management’s assessment of recoverability considers the probable outcomes of claimed deductions and/or disputes. The provisions and balance sheet classifications made to date may be subject to change and such change may be material.
Long-term value-added tax receivables includes amounts for the Fekola Mine of $214 million (2023 - $137 million), for the Masbate Mine of $13 million (2023 – $45 million), and for the Gramalote Project of $17 million (2023 - $18 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.
6Accounts receivable, prepaids and other
| 2024 | 2023 | |
|---|---|---|
| $ | $ | |
| Short-term investments | 11,565 | — |
| Supplier advances | 9,757 | 10,533 |
| Prepaid expenses | 9,157 | 8,639 |
| Current portion of derivative instruments (Note 17) | 2,217 | 481 |
| Other receivables | 8,363 | 7,838 |
| 41,059 | 27,491 | |
| B2GOLD CORP. | ||
| --- | ||
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS | ||
| December 31, 2024 and 2023 | ||
| (All tabular amounts are in thousands of United States dollars unless otherwise stated) |
7Inventories
The current inventory balance is made up as follows:
| 2024 | 2023 | |
|---|---|---|
| $ | $ | |
| Gold and silver bullion | 34,181 | 53,065 |
| In-process inventory | 45,607 | 18,220 |
| Ore stock-pile inventory | 62,076 | 80,302 |
| Materials and supplies | 335,722 | 194,908 |
| 477,586 | 346,495 |
The long-term inventory balance is made up as follows:
| 2024 | 2023 | |
|---|---|---|
| $ | $ | |
| Ore stock-pile inventory | 67,891 | 56,497 |
| Materials and supplies | 66,638 | 43,571 |
| 134,529 | 100,068 |
Current ore stock-pile inventory includes amounts for the Fekola Mine of $14 million (2023 - $59 million), for the Otjikoto Mine of $10 million (2023 – $7 million), for the Masbate Mine of $15 million (2023 - $14 million) and for the Goose Project of $23 million (2023 - $nil). During the year ended December 31, 2024, the Company recorded an expense of $1 million to reduce the value of the stock-pile inventory at the Goose Project to its estimated net realizable value.
Long-term stock-pile inventory includes amounts for the Otjikoto Mine of $50 million (2023 – $44 million), for the Fekola Mine of $9 million (2023 - $6 million), and for the Masbate Mine of $9 million (2023 - $6 million).
Long-term supplies inventory are supplies for construction and operations at the Goose Project that are expected to be consumed beyond the next twelve months.
8Long-term investments
| 2024 | 2023 | |||||
|---|---|---|---|---|---|---|
| Cost | AOCI | Fair value | Cost | AOCI | Fair value | |
| $ | $ | $ | $ | $ | $ | |
| Snowline Gold Corp. | 39,011 | 16,566 | 55,577 | 32,759 | 19,909 | 52,668 |
| Founders Metals Inc. | 8,705 | 5,500 | 14,205 | — | — | — |
| St. Augustine Gold & Copper Ltd. | 20,193 | (16,408) | 3,785 | 20,193 | (15,562) | 4,631 |
| AuMEGA Metals Ltd. | 3,839 | (1,813) | 2,026 | 2,885 | (1,253) | 1,632 |
| RTG Mining Inc. | 13,400 | (13,023) | 377 | 13,400 | (13,092) | 308 |
| West African Resources Ltd. | — | — | — | 20,530 | (6,261) | 14,269 |
| Osino Resources Corp. | — | — | — | 6,955 | 5,340 | 12,295 |
| Other | 1,563 | (816) | 747 | 899 | (695) | 204 |
| 86,711 | (9,994) | 76,717 | 97,621 | (11,614) | 86,007 |
On June 20, 2024, the Company sold 79 million of its 111 million shares in its associate Calibre Mining Corp ("Calibre") for proceeds of $100 million (see Note 10). As a result of the decreased shareholding and no longer having the right to nominate a member to the Board of Directors of Calibre, the Company determined it no longer had significant influence over Calibre. The remaining investment of 32 million shares, valued at $43 million, was reclassified to Long-term investments in the Consolidated Balance Sheet. Subsequently, the Company sold the remaining 32 million shares for proceeds of $58 million.
| B2GOLD CORP. |
|---|
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
| December 31, 2024 and 2023 |
| (All tabular amounts are in thousands of United States dollars unless otherwise stated) |
During the year ended December 31, 2024, the Company sold its 22 million share investment in West African Resources Ltd. for proceeds of $19 million and its 12 million share investment in Osino Resources Corp. for proceeds of $16 million.
During the year ended December 31, 2024, the Company purchased an additional 1.6 million shares of Snowline Gold Corp. ("Snowline") at an average cost of Cdn. $5.47 for a total cost of $6 million to maintain a 9.9% interest in Snowline in accordance with the Company's rights under its shareholder agreement.
On November 5, 2024, the Company purchased 4.4 million shares in Founders Metals Inc. at Cdn. $2.75 per share for a total cost of $9 million.
During the year ended December 31, 2024, the Company made other smaller purchases of long-term investments at a cost of $2 million.
9Mining interests
| Mineral Properties | Buildings, plant & equipment | Construction-in-progress | Exploration & evaluation assets | Total | |
|---|---|---|---|---|---|
| $ | $ | $ | $ | $ | |
| Cost | |||||
| Balance at December 31, 2022 | 2,203,412 | 1,679,345 | 16,596 | 511,867 | 4,411,220 |
| Acquisitions | — | 41,166 | 1,050,326 | 114,898 | 1,206,390 |
| Additions | 193,443 | 197,704 | 388,272 | 61,832 | 841,251 |
| Disposals | — | (25,479) | — | — | (25,479) |
| Write-downs | — | — | — | (19,905) | (19,905) |
| Transfers | 21,087 | 61,414 | (61,414) | (21,087) | — |
| Change in mine restoration provision estimates | (495) | — | 363 | (150) | (282) |
| 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 |
| Accumulated depreciation, depletion, amortization and impairment | |||||
| Balance at December 31, 2022 | (1,150,839) | (853,167) | — | (132,484) | (2,136,490) |
| Depreciation and depletion | (241,194) | (171,155) | — | — | (412,349) |
| Impairment | (96,800) | (65,753) | — | (154,710) | (317,263) |
| Disposals | — | 16,397 | — | — | 16,397 |
| 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) |
| Net book value at December 31, 2023 | 928,614 | 880,472 | 1,394,143 | 360,261 | 3,563,490 |
| Net book value at December 31, 2024 | 900,467 | 799,691 | 1,263,835 | 327,442 | 3,291,435 |
Impairment of the Goose Project CGU
During the year ended December 31, 2024, the Company completed an updated construction cost estimate for the Goose Project. The updated estimate, which showed a significant increase in the expected construction cost to complete, was determined to be an indicator of impairment for the Goose Project assets. As a result, the Company performed an impairment assessment on the Goose Project CGU. The carrying value of the CGU was compared to the CGU’s recoverable
| B2GOLD CORP. |
|---|
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
| December 31, 2024 and 2023 |
| (All tabular amounts are in thousands of United States dollars unless otherwise stated) |
amount which was determined to be its FVLCD. To estimate the recoverable amount of the CGU for impairment, the Company utilized a discounted cash flow model incorporating significant assumptions that included such factors as mineable mineralization including resources, future production levels, operating and capital costs, long-term gold price of $1,900 per ounce, and a discount rate of 6% for the Goose Project CGU. Management’s estimate of the FVLCD of its CGU is classified as level 3 in the fair value hierarchy. The Company’s estimate of future cash flows is subject to risks and uncertainties and therefore could change in the future if the underlying assumptions change.
The Company’s analysis concluded that the Goose Project CGU was impaired resulting in an impairment charge of $661 million recorded in the Consolidated Statement of Operations during the year ended December 31, 2024.
The recoverable amount of the Goose Project CGU is most sensitive to changes in the gold price and discount rate. In isolation, a $50 per ounce decrease in the gold price would result in a reduction in the recoverable amount of the Goose Project CGU of approximately $80 million. In isolation, a 25 basis point increase in the discount rate would result in a reduction in the recoverable amount of the Goose Project CGU of approximately $23 million.
Impairment of the Fekola Complex CGU
During the year ended December 31, 2023, the State of Mali (the "State") introduced a new mining code (the “2023 Mining Code”) and related Local Content Law. In July 2024, the accompanying Implementation Decrees, which clarify how the provisions of the 2023 Mining Code and Local Content Law should be applied, were enacted into law. At June 30, 2024, the Company and the State remained in ongoing negotiations related to how certain components of the 2023 Mining Code should be applied to the Fekola Complex. On September 11, 2024, the Company reached a Memorandum of Understanding (the "Agreement") with the State which covers the ongoing operation and governance of the Fekola Complex as well as the settlement of existing income tax, customs and other regulatory disputes covering the period 2016 to December 31, 2023 and the distribution of dividends attributed to the State of Mali up to December 31, 2023 (see Memorandum of Understanding with the State of Mali).
For the year ended December 31, 2023, the Company recorded an impairment of $206 million for the Fekola Complex based on the Company's best estimate of the application of the 2023 Mining Code at that date. A net impairment charge of $192 million after taking into account a deferred income tax recovery of $14 million was recorded in the Consolidated Statement of Operations for the year ended December 31, 2023.
At June 30, 2024, the known and estimated changes to the financial framework of the Fekola Complex as impacted by the 2023 Mining Code, including the status of the ongoing discussions with the State at that time, were considered to be updated indicators of impairment for the Fekola Complex assets as at June 30, 2024. As a result, at June 30, 2024, the Company performed an updated impairment assessment on the Fekola Complex CGU. The carrying value of the CGU was compared to the CGU’s recoverable amount which was determined to be its FVLCD. To estimate the recoverable amount of the CGU for impairment, the Company utilized a discounted cash flow model incorporating significant assumptions that included such factors as mineable mineralization including reserves and resources, future production levels, operating and capital costs, the expected application of fuel taxes, revised royalty and revenue based tax rates, long-term gold price of $1,900 per ounce, and a discount rate of 7.5% for the Fekola Complex. The expected outcome of material terms of the Agreement were considered in arriving at the key estimates used to determine the FVLCD for the Fekola Complex as of June 30, 2024. Management’s estimate of the FVLCD of its CGU is classified as level 3 in the fair value hierarchy. The Company’s estimate of future cash flows is subject to risks and uncertainties and therefore could change in the future if the underlying assumptions change.
The Company’s analysis concluded that the Fekola Complex CGU was impaired resulting in an impairment of $215 million. A net impairment charge of $194 million after taking into account a deferred income tax recovery of $21 million was recorded in the Consolidated Statement of Operations for the year ended December 31, 2024.
The recoverable amount of the Fekola Complex CGU is most sensitive to changes in the gold price and discount rate. In isolation, a $50 per ounce decrease in the gold price would result in a reduction in the recoverable amount of the Fekola Complex CGU of approximately $96 million. In isolation, a 25 basis point increase in the discount rate would result in a reduction in the recoverable amount of the Fekola Complex CGU of approximately $12 million.
Memorandum of Understanding with the State of Mali
Pursuant to the Agreement, the Fekola Mine (including the Fekola underground) continues to be governed by the 2012 Mining Code and the Fekola Mining Convention through 2040, but will be subject to certain revenue-based production taxes and infrastructure funds that were determined not to be stabilized under the 2012 Code, along with the application of taxes
| B2GOLD CORP. |
|---|
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
| December 31, 2024 and 2023 |
| (All tabular amounts are in thousands of United States dollars unless otherwise stated) |
to fuel purchases. As new mining projects, the Fekola Regional properties are expected to be governed by the 2023 Mining Code subject to a negotiated 2% reduction in royalty based tax rates as provided under the Agreement.
Other principal terms of the Agreement are summarized as follows:
•Settlement of income tax and customs assessments for the period from 2016 through 2023 of $70 million, which was paid during the year ended December 31, 2024. An expense of $67 million (net of previous accruals) was recorded as an income tax expense in the Consolidated Statement of Operations for the year ended December 31, 2024;
•Settlement of other regulatory disputes related to the timing of repatriation of funds of $17 million. This amount was paid upon signing of the Agreement and has been recorded in Other Expense in the Consolidated Statement of Operations for the year ended December 31, 2024;
•Distribution of retained earnings of $107 million attributed to the State of Mali's non-controlling interest from its 10% ordinary share ownership in the Fekola Mine up to December 31, 2023. The ordinary dividend was paid during the year ended December 31, 2024;
•Upon completion of certain conditions precedent, the State of Mali's 10% ordinary share interest in Fekola was converted into a 10% preferred share interest. The rights of the additional preferred share interest are consistent with the State of Mali's 10% free carried interest including priority dividend rights, therefore, this is accounted for as an income tax under IAS 12 Income taxes. Under the agreement, the State's preferred share interest rights were applied from January 1, 2024 onwards. As at December 31, 2024, the State held a 20% preferred share interest in Fekola and the remaining 80% interest in Fekola continued to be held by B2Gold as an ordinary share interest; and
•In addition to the above, the Company forgave the principal and accrued interest balance outstanding totalling $69 million on the loan made to the State for the purchase of their 10% ordinary share ownership. This was recorded within Equity on the Consolidated Balance Sheet.
Versamet transaction
On June 5, 2024, the Company entered into a purchase and sale agreement (the "Versamet Agreement") to sell a portfolio of ten metal royalties (the "Royalties") to a private company, Versamet. Under the terms of the Versamet Agreement, the royalty sale is split into two tranches.
Upon completion of the first tranche, on June 5, 2024, the Company received 122 million Versamet shares at Cdn. $0.80 per share for proceeds of $71 million in exchange for the following royalties:
•2.7% net smelter return (“NSR”) royalty on the Kiaka Gold Project, with a book value of $18 million;
•2.7% NSR royalty on the Toega Gold Deposit, with a book value of $3 million;
•1.5% NSR royalty on the Primavera Project, with no book value; and
•Two exploration stage royalties, with no book value.
The Royalties comprising the second tranche were subject to certain rights of first refusal that needed to be exercised within 60 days of the transaction date. Upon completion of the second tranche, on August 13, 2024, the Company received 17 million Versamet shares at Cdn. $0.80 per share for proceeds of $10 million in exchange for the following royalties:
•2% NSR royalty on the Mocoa Project, with a carrying value value of $10 million;
•Three additional exploration stage royalties, with a nominal carrying value.
The book value of the Royalties was included within mining interests. The gain on sale of mining interests was calculated as follows:
| $ | |
|---|---|
| Fair value of common shares received | 81,433 |
| Transaction costs | (1,500) |
| Net proceeds received | 79,933 |
| Kiaka Royaly | 18,488 |
| Mocoa Royalty | 10,230 |
| Toega Royalty | 2,599 |
| Book value of assets sold | 31,317 |
| Gain on sale of mining interests | 48,616 |
The Company and Versamet also entered into an Investor Rights Agreement which entitles B2Gold to nominate one member to Versamet’s Board of Directors and pro rata participation rights with respect to future capital raises. The Company
| B2GOLD CORP. |
|---|
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
| December 31, 2024 and 2023 |
| (All tabular amounts are in thousands of United States dollars unless otherwise stated) |
determined that it has significant influence over the decision-making processes of Versamet due to the ability to nominate a Director to the Board and owning 33% of the outstanding share capital. As a result, the Company's investment in Versamet has been recorded as an Investment in Associate in the Consolidated Balance Sheet (Note 10).
Acquisition of Sabina
On April 19, 2023, the Company completed the acquisition (the “Transaction”) of Sabina Gold & Silver Corp ("Sabina"), resulting in the acquisition of the 100% owned Back River Gold District, including the Goose Project, located in Nunavut, Canada. The acquisition was accounted for as a purchase of assets as the Company concluded that it did not acquire processes that could develop the acquired inputs into an operating mine. For accounting purposes, it was determined that B2Gold obtained control of Sabina on April 14, 2023, which is the date when the Transaction was irrevocably approved by the Supreme Court of British Columbia, giving the Company the ability to direct the use of the net assets acquired.
The purchase price of the acquisition was $937 million, consisting of the fair value of B2Gold shares issued of $925 million, based on the issuance of 216,451,555 B2Gold shares at Cdn. $5.72 per share and a foreign exchange rate of Cdn. $1.3379 to $1, the fair value of B2Gold replacement stock options of $5 million (3 million equivalent stock options for B2Gold common shares), plus B2Gold transaction costs of $7 million.
The purchase price was calculated as follows:
| $ | |
|---|---|
| Common shares issued (216,451,555 common shares) | 925,375 |
| Fair value of B2Gold replacement stock options | 5,075 |
| Transaction costs | 6,672 |
| Total purchase price | 937,122 |
The purchase price was allocated based on the relative fair value of the assets acquired and liabilities assumed as follows:
| $ | |
|---|---|
| Cash and cash equivalents | 38,083 |
| Accounts receivable, prepaids and other | 816 |
| Value added and other tax receivables | 2,637 |
| Mining interest - Construction-in-progress - Goose Project | 1,050,326 |
| Mining interest - Buildings, plant & equipment | 33,921 |
| Mining interest - Exploration & Evaluation Asset - Hackett River Royalty | 64,540 |
| Mining interest - Exploration & Evaluation Assets - Other | 28,533 |
| Other assets | 15,738 |
| Accounts payable and accrued liabilities | (41,344) |
| Current portion of long-term debt | (3,770) |
| Construction financing obligations | (65,419) |
| Gold stream obligation | (173,700) |
| Long-term debt | (6,716) |
| Mine restoration provision | (3,436) |
| Other long-term liabilities | (3,087) |
| 937,122 |
Following completion of the Transaction, the Company extinguished certain gold stream and construction financing obligations with payments totalling $112 million, as follows:
•a $46 million payment to extinguish one-third of the gold stream obligation;
•a $63 million payment to extinguish the gold metal off take agreement;
•a $2 million payment to extinguish the senior secured debt facility; and
•a $1 million payment to extinguish the $75 million gold prepay facility
| B2GOLD CORP. |
|---|
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
| December 31, 2024 and 2023 |
| (All tabular amounts are in thousands of United States dollars unless otherwise stated) |
Gramalote Property
On October 5, 2023, the Company completed the acquisition of the remaining 50% of the net assets of the Gramalote Project from its joint venture partner AngloGold Ashanti Limited ("AngloGold"). The acquisition has been accounted for as a purchase of assets as the Company concluded that it did not acquire processes that could develop the acquired inputs into an operating mine.
The purchase price consists of the following cash payments to AngloGold contingent on certain milestones:
•$20 million paid upon closing of the transaction
•$10 million contingent consideration to be paid upon B2Gold announcing a construction decision at the Gramalote Project;
•$10 million to be paid upon commercial production at the Gramalote Project, contingent on commercial production beginning within five years of closing;
•$10 million contingent consideration to be paid on the first anniversary of commercial production at the Gramalote Project;
•$10 million contingent consideration to be paid on the second anniversary of commercial production at the Gramalote Project.
The total purchase price of $35 million, including an estimate of the fair value of the future contingent payments, was determined using the expected value approach in accordance with IFRS 13, Fair value measurements. The purchase price is composed as follows:
| $ | |
|---|---|
| Cash consideration upon closing | 20,000 |
| Fair value of contingent consideration | 14,298 |
| Transaction costs | 393 |
| Total purchase price | 34,691 |
The purchase price was allocated based on the relative fair value of the assets acquired and liabilities assumed as follows:
| $ | |
|---|---|
| Cash and cash equivalents | 1,606 |
| Accounts receivable, prepaids and other | 2,197 |
| Value added tax receivables (non-current) | 8,567 |
| Mining interest - Gramalote | 25,568 |
| Accounts payable and accrued liabilities | (1,317) |
| Lease liabilities | (111) |
| Current income and other taxes payable | (144) |
| Mine restoration provision | (1,675) |
| 34,691 |
Future contingent payments are recognized as a liability at amortized cost. The expected value approach develops a set of probability-based outcomes for the payment of contingent consideration discounted based on market participant assumptions to determine the fair value. The assumptions used in the valuation included the timing and probability of contingent payments and the discount rate. The fair value of the contingent consideration was estimated to be $14 million. The total purchase price was allocated based on the relative fair value of the assets acquired and liabilities assumed, including the mining interest, working capital, value-added tax receivables and mine restoration provisions. The value of the 50% Gramalote Project mining interest was determined to be $26 million.
The acquisition of AngloGold's 50% share of the Gramalote Project was considered to be an impairment indicator for the Company's existing 50% interest in the Gramalote Project under IFRS 6, Exploration and evaluation of mineral resources, for the year ended December 31, 2023. The recoverable amount of $26 million allocated to the Company's existing 50% share of the Gramalote Project resulted in an impairment of $112 million recorded in the Consolidated Statement of Operations during the year ended December 31, 2023.
| B2GOLD CORP. |
|---|
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
| December 31, 2024 and 2023 |
| (All tabular amounts are in thousands of United States dollars unless otherwise stated) |
Otjikoto
During the year ended December 31, 2023, the Company communicated to employees about the phased closure plan for the Otjikoto Mine that began in 2023. The announcement of the planned closure of the mine resulted in an obligation for severance pay under Namibian law. The undiscounted severance obligation before inflation adjustments was estimated at $16 million. The present value of these payments was $12 million using a Namibian based discount rate of 11%, a Namibian based inflation rate of 7% and a Namibian dollar ("N$") exchange rate of N$18.30 to $1. The present value of these payments was recorded on the Consolidated Balance Sheet and as a restructuring charge in the Consolidated Statement of Operations for the year ended December 31, 2023.
Other
During the year ended December 31, 2024, the Company wrote-off $1 million (2023 - $20 million) relating to non-core properties that it no longer plans to proceed with.
During the year ended December 31, 2024, the Company sold a royalty on the Quebradona Property in Colombia, with no book value, to the owner of the property for proceeds of $7.5 million. This amount was recorded as a Gain on Sale of Mining Interests in the Consolidated Statement of Operations for the year.
During the year ended December 31, 2023, the Company paid $7 million in cash to buy the remaining 5% non-controlling interest ownership of Menankoto SARL, giving it 100% ownership of the property. The loss on the purchase of $7 million was recorded in retained earnings on the Consolidated Balance Sheet at December 31, 2023.
As at December 31, 2024 the Company had leased assets of $35 million (2023 - $34 million) under IFRS 16. The leased assets primarily consisted of the corporate offices of $17 million, cost of $24 million net of $7 million in accumulated depreciation, (2023 - $19 million, cost of $24 million net of $5 million in accumulated depreciation) and other leased assets of $18 million, cost of $32 million net of $14 million in accumulated depreciation, (2023 - $15 million, costs of $24 million net of $9 million in accumulated depreciation) classified as buildings, plant and equipment.
10Investment in associates
| Versamet | BeMetals | Calibre | Total | |
|---|---|---|---|---|
| $ | $ | $ | $ | |
| Balance at December 31, 2022 | — | 8,275 | 111,774 | 120,049 |
| Share of net income (loss) | — | (251) | 20,122 | 19,871 |
| Impairment | — | (4,885) | — | (4,885) |
| Loss on dilution | — | — | (943) | (943) |
| Balance at December 31, 2023 | — | 3,139 | 130,953 | 134,092 |
| Shares acquired | 88,933 | 1,589 | — | 90,522 |
| Share of net (loss) income | (1,866) | (378) | 4,874 | 2,630 |
| 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 |
Calibre
On January 24, 2024, the Company's associate Calibre completed the acquisition of Marathon Gold Corporation ("Marathon"). As a result of the Calibre shares issued for the acquisition of Marathon, the Company's interest in Calibre was diluted from 24% to 15%, resulting in a dilution loss of $9 million. Despite owning less than 20% of Calibre, the Company determined that, at that time, it still had significant influence over its associate due to, among other things, the Company's right to nominate one Director to the Board of Calibre.
| B2GOLD CORP. |
|---|
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
| December 31, 2024 and 2023 |
| (All tabular amounts are in thousands of United States dollars unless otherwise stated) |
On June 20, 2024, the Company sold 79 million of its 111 million shares in Calibre for proceeds of $100 million (net of transaction costs). The gain on sale of the Calibre shares was calculated as follows:
| $ | |
|---|---|
| Fair value of common shares received | 101,455 |
| Transaction costs | (1,153) |
| Net proceeds received | 100,302 |
| Book value of associate | 126,843 |
| Transfer to long-term investments | (43,363) |
| Book value of assets sold | 83,480 |
| Gain on sale of mining interests | 16,822 |
The equity accounting for Calibre is based on its published results to June 30, 2024. The Company's equity share of Calibre's estimated net income for the year ended December 31, 2024 was $5 million (2023 - $20 million).
As a result of the decreased shareholding and no longer having the right to nominate a member to the Board of Directors of Calibre, the Company determined it no longer had significant influence over Calibre. The remaining investment at June 20, 2024, of 32 million shares, valued at $43 million, was reclassified to Long-term investments in the Consolidated Balance Sheet (Note 8).
Versamet transaction
During the year ended December 31, 2024, the Company closed the sale of certain royalties to Versamet (see Note 9) in exchange for common shares in Versamet valued at $81 million. On August 13, 2024, the Company also completed a private placement for 13 million shares of Versamet valued at Cdn. $0.81 per share for total cost of $7.5 million.
The Company and Versamet also entered into an Investor Rights Agreement which entitles B2Gold to nominate one member to Versamet’s Board of Directors and pro rata participation rights with respect to future capital raises. The Company determined that it has significant influence over the decision-making processes of Versamet due to the ability to nominate a Director to the Board and owning 33% of the outstanding share capital. As a result, the Company's investment in Versamet has been recorded as an Investment in Associate in the Consolidated Balance Sheet.
The equity accounting for Versamet is based on its published results to September 30, 2024. The following is a summary of the Condensed Interim Statement of Financial Position of Versamet at September 30, 2024 on a 100% basis: Current assets - $10 million, non-current assets - $231 million, total assets - $240 million, current liabilities - $17 million, non-current liabilities - $5 million and net assets - $218 million. The following is a summary of the Condensed Interim Statement of Operations of Versamet for the nine months ending September 30, 2024 on a 100% basis: Revenues - $9 million, production costs - $7 million, depreciation and depletion - $1 million, other operating expenses - $2 million, stock-based compensation - $2 million, deferred income tax expense - $3 million and net income - $5 million. The Company's equity share of Versamet's estimated net loss for the year ended December 31, 2024 was $2 million (2023 - $nil).
BeMetals
During the year ended December 31, 2024, the Company completed a private placement for an additional 22 million shares of BeMetals at a cost of Cdn. $0.10 per share for a total cost of $2 million.
The trading price of BeMetals on December 31, 2024 was Cdn $0.05 per share which corresponds to a quoted market value of $2 million (at a closing exchange rate of Cdn $1.45 per US$) for the Company's investment.
During the year ended December 31, 2023, the Company determined that its associate BeMetals had become impaired due to the significant and prolonged decline in the fair value of the BeMetals shares held. The Company recorded an impairment loss of $5 million to reflect the fair value of the investment in BeMetals.
| B2GOLD CORP. |
|---|
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
| December 31, 2024 and 2023 |
| (All tabular amounts are in thousands of United States dollars unless otherwise stated) |
The equity accounting for BeMetals is based on its most recent published results to September 30, 2024. BeMetals files its financial results in Canadian dollars. The Condensed Interim Consolidated Statement of Financial Position has been converted to United States dollars at a rate of Cdn. $1.45 and the Condensed Statement of Loss and Comprehensive Loss has been converted at a rate of Cdn. $1.37. The following is a summary of the Condensed Interim Consolidated Statement of Financial Position of BeMetals at September 30, 2024 on a 100% basis: Current assets - $3 million, non-current assets - $22 million, total assets - $26 million, and net assets - $17 million. The following is a summary of the Condensed Interim Consolidated Statement of Loss and Comprehensive Loss of BeMetals for the nine months ending September 30, 2024 on a 100% basis: net loss and comprehensive loss - $1 million.
11Other assets
| 2024 | 2023 | |
|---|---|---|
| $ | $ | |
| Reclamation deposits | 54,375 | 50,934 |
| Prepaid withholding tax | 14,473 | — |
| Restricted cash | 5,054 | 5,259 |
| Loan to associate | — | 5,763 |
| Other | 62 | 1,679 |
| 73,964 | 63,635 |
Reclamation deposits include amounts for the Fekola Mine of $22 million (2023 - $21 million), for the Otjikoto Mine of $18 million (2023 – $14 million), for the Goose Project of $11 million (2023 - $12 million) and for the Masbate Mine of $4 million (2023 - $4 million).
During the year ended December 31, 2024, the Company advanced $2 million (2023 - $2 million) to its associate BeMetals. Also during the year ended December 31, 2024, the Company recorded an expected credit loss of $7 million (2023 - $2 million) on its loan to its associate.
12Long-term debt
| 2024 | 2023 | |
|---|---|---|
| $ | $ | |
| New revolving credit facility: | ||
| Principal amount | 400,000 | — |
| Unamortized financing costs | (8,310) | — |
| 391,690 | — | |
| Old revolving credit facility: | ||
| Principal amount | — | 150,000 |
| Unamortized financing costs | — | (7,365) |
| — | 142,635 | |
| Equipment loans: | ||
| Fekola equipment loan facilities (net of unamortized transaction costs) | 13,319 | 13,875 |
| Goose equipment loan facility (net of unamortized transaction costs) | 3,588 | 6,776 |
| 16,907 | 20,651 | |
| Lease liabilities | 29,286 | 28,839 |
| Total debt | 437,883 | 192,125 |
| Current portion | (16,419) | (16,256) |
| Long-term debt | 421,464 | 175,869 |
| B2GOLD CORP. | ||
| --- | ||
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS | ||
| December 31, 2024 and 2023 | ||
| (All tabular amounts are in thousands of United States dollars unless otherwise stated) |
The following is a continuity schedule of the Company's debt balances:
| New revolving credit facility | Old revolving credit facility | Equipment loans | Lease Liabilities | Total | |
|---|---|---|---|---|---|
| $ | $ | $ | $ | $ | |
| Balance at December 31, 2022 | — | — | 23,974 | 33,254 | 57,228 |
| Revolving credit facility draw downs | — | 150,000 | — | — | 150,000 |
| Lease liabilities incurred | — | — | — | 5,457 | 5,457 |
| Lease liabilities terminated | — | — | — | (6,341) | (6,341) |
| Debt acquired as part of Sabina acquisition (Note 9) | — | — | 9,431 | 1,055 | 10,486 |
| Debt repayments | — | — | (13,301) | (6,224) | (19,525) |
| Foreign exchange losses | — | — | 410 | 330 | 740 |
| Reclass deferred financing costs from other assets | — | (8,311) | — | — | (8,311) |
| Non-cash interest and financing expense | — | 946 | 137 | 1,308 | 2,391 |
| Balance at December 31, 2023 | — | 142,635 | 20,651 | 28,839 | 192,125 |
| Draw downs | — | 450,000 | 7,779 | — | 457,779 |
| Debt repayments | — | (200,000) | (11,042) | (6,531) | (217,573) |
| Transfer outstanding balance to new revolving credit facility | 400,000 | (400,000) | — | — | — |
| Lease liabilities incurred | — | — | — | 8,343 | 8,343 |
| Lease liabilities terminated | — | — | — | (461) | (461) |
| Foreign exchange gains | — | — | (618) | (2,291) | (2,909) |
| Deferred financing costs incurred | (8,310) | — | — | — | (8,310) |
| Deferred financing costs written off | — | 3,766 | — | — | 3,766 |
| Non-cash interest and financing expense | — | 3,599 | 137 | 1,387 | 5,123 |
| Balance at December 31, 2024 | 391,690 | — | 16,907 | 29,286 | 437,883 |
| Current portion | — | — | (10,023) | (6,396) | (16,419) |
| 391,690 | — | 6,884 | 22,890 | 421,464 |
Revolving credit facilities
On December 17, 2024, the Company entered into a new revised revolving credit facility ("new RCF") agreement with a syndicate of banks. The maximum available for drawdown under the facility is $800 million with an accordion feature, available on the receipt of additional binding commitments, for a further $200 million.
Drawdowns on the new RCF can be in either United States or Canadian dollars. The new RCF bears interest on a sliding scale based on the Secured Overnight Financing Rate (“SOFR”) or the Canadian Overnight Repo Rate Average ("CORRA") plus term credit spread adjustment in addition to a sliding scale premium between 1.88% to 2.50% based on the Company's net leverage ratio. Commitment fees for the undrawn portion of the facility are also on a sliding scale basis between 0.42% and 0.563% based on the Company's net leverage ratio. The term of the new RCF is four years, maturing on December 17, 2028. Transaction costs on the new RCF of $8 million are amortized over the facility term.
The Company has provided security on the new RCF in the form of a general security interest over the Company’s assets and pledges creating a charge over the shares of certain of the Company’s direct and indirect subsidiaries. In connection with the new RCF, the Company must also maintain an interest coverage ratio greater than or equal to 3:1 for any fiscal quarter and a leverage ratio of less than 3.5:1 for any fiscal quarter. As at December 31, 2024, the Company was in compliance with these debt covenants.
Pursuant to the terms of the new RCF, the Company implemented a gold collar hedging program structured to achieve a minimum cumulative financial settlement of $220 million relative to an assumed refined gold market price of $1,750 per ounce and 20% of the Company's forecasted production volumes for fiscal years 2025 and 2026 per the most recent life-of-mine plan consolidated projected gold production and shall maintain such gold hedging program (allowing, however, for the wind down of the program in the ordinary course) until the earlier of (i) the date such hedging program has achieved a minimum cumulative financial settlement of $220 million and December 31, 2026 (Note 17).
| B2GOLD CORP. |
|---|
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
| December 31, 2024 and 2023 |
| (All tabular amounts are in thousands of United States dollars unless otherwise stated) |
There were no drawdowns on the new RCF during the year end December 31, 2024 after transferring the $400 million outstanding balance on the old revolving credit facility ("old RCF"). As at December 31, 2024, the Company had $400 million available for future draw downs.
Upon entering into the new RCF, the Company transferred the $400 million outstanding balance from its old RCF. The old RCF bore interest on a sliding scale based on SOFR plus term credit spread adjustment in addition to a sliding scale premium between 2.00% to 2.50%. Commitment fees for the undrawn portion of the old RCF were between 0.450% and 0.563%. Unamortized transaction costs on the old RCF of $4 million were written off as financing expense in the Consolidated Statement of Operations for the year ended December 31, 2024.
Prior to transferring the outstanding balance to the new RCF, during the year ended December 31, 2024, the Company drew down $450 million and repaid $200 million on the old RCF.
Subsequent to December 31, 2024, the Company repaid the outstanding balance of $400 million on the new RCF.
Fekola equipment loan facilities
During 2016, the Company entered into a Euro 71 million term equipment facility (the "first equipment facility") with Caterpillar Financial SARL, as Mandated Lead Arranger, and Caterpillar Financial Services Corporation, as original lender. The aggregate principal amount of up to Euro 71 million was available to the Company’s subsidiary, Fekola SA (the “Borrower”) to finance or refinance the mining fleet and other mining equipment at the Company's Fekola Mine in Mali and was fully utilized. During the year ended December 31, 2024, the Borrower fully repaid the first equipment facility.
On September 29, 2020, the Company entered into a second term equipment facility (the "second equipment facility") with Caterpillar Financial Services Corporation for aggregate principal amount of up to the Euro equivalent of $40 million. The second equipment facility was available to the the Borrower to finance or refinance up to 75% of the cost of the mining fleet and other mining equipment at the Company's Fekola Mine in Mali. On October 26, 2020, the Borrower drew down the entire amount under the new equipment facility for proceeds of Euro 36 million.
On December 9, 2024, the Company entered into a third term equipment facility with Caterpillar Financial Services Corporation for aggregate principal amount of up to the Euro equivalent of $35 million. The third equipment facility is available to the the Borrower to finance or refinance a specified percentage of the cost of spare parts, mining fleet and other mining equipment at the Company's Fekola Mine in Mali. As at December 31, 2024, the Borrower has drawn down the $8 million under the third equipment facility. The Company has until December 31, 2025 to draw under this facility.
Each equipment loan under both facilities is repayable in 20 equal quarterly installments except for loans financing the cost of spare parts which are repayable in 16 equal installments. The final repayment date shall be five years or four years, respectively, from the first disbursement under each equipment loan. The interest rate on each loan is a rate per annum equal to the Euro Interbank Offer Rate ("EURIBOR") plus a margin of 4.25% for existing equipment and EURIBOR plus a margin of 3.25% for other loans. The Company and its wholly-owned subsidiary, Mali Mining Investments Limited, have guaranteed the second equipment facility and security is given over the equipment of the Borrower which has been financed by the second equipment facility, related warranty and insurance.
In connection with the Fekola equipment loan facilities, the Company must also maintain an interest coverage ratio greater than or equal to 3:1 for any fiscal quarter and a leverage ratio of less than 3.5:1 for any fiscal quarter. As at December 31, 2024, the Company was in compliance with these debt covenants.
Subsequent to December 31, 2024, on January 24, 2025, the Company drew down a further $3 million under the third Fekola term equipment facility.
Goose Project equipment loan facilities
As part of the acquisition of Sabina (Note 9), the Company acquired a series of equipment loans with two suppliers for open pit and underground mining equipment. The loans for the open pit mining equipment are denominated in US dollars, bear interest at a floating rate of 3-month SOFR plus 4.25% and have four year terms. The loans for the underground mining equipment are denominated in Canadian dollars, bear interest at fixed rates between 3.0% and 5.7% and have four year terms.
| B2GOLD CORP. |
|---|
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
| December 31, 2024 and 2023 |
| (All tabular amounts are in thousands of United States dollars unless otherwise stated) |
Lease liabilities
For the year ended December 31, 2024, payments totalling $9 million (2023 - $3 million) relating to short-term leases (those with a term of 12 months or less) and $55 million (2023 - $58 million) relating to variable lease payments (including both lease and non-lease components) have been expensed in the Consolidated Statement of Operations.
The expected timing of undiscounted lease payments at December 31, 2024 for leases accounted for under IFRS 16 is as follows:
| $ | |
|---|---|
| Less than one year | 6,548 |
| One to five years | 16,257 |
| More than five years | 11,816 |
| 34,621 |
For the year ended December 31, 2024, the Company recognized depreciation expense of $7 million (2023 - $6 million) on right-of-use assets recognized under IFRS 16, Leases in the Consolidated Statement of Operations and made payments on these leases of $7 million (2023 - $6 million).
Debt repayment schedule
The following table summarizes the Company’s scheduled debt repayments on its outstanding debt as at December 31, 2024:
| 2025 | 2026 | 2027 | 2028 | 2029 | Total | |
|---|---|---|---|---|---|---|
| $ | $ | $ | $ | $ | $ | |
| New revolving credit facility | ||||||
| Principal | — | — | — | 400,000 | — | 400,000 |
| Interest & commitment fees (estimated) | 27,959 | 27,053 | 27,053 | 25,997 | — | 108,062 |
| Fekola equipment loan facilities: | ||||||
| Principal | 7,162 | 1,554 | 1,554 | 1,554 | 1,549 | 13,373 |
| Interest (estimated) | 608 | 373 | 277 | 181 | 84 | 1,523 |
| Goose equipment loan facility: | ||||||
| Principal | 2,917 | 672 | — | — | — | 3,589 |
| Interest (estimated) | 95 | 35 | — | — | — | 130 |
| Lease liabilities | ||||||
| Principal | 6,548 | 5,453 | 3,771 | 2,388 | 2,378 | 20,538 |
| 45,289 | 35,140 | 32,655 | 430,120 | 4,011 | 547,215 | |
| B2GOLD CORP. | ||||||
| --- | ||||||
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS | ||||||
| December 31, 2024 and 2023 | ||||||
| (All tabular amounts are in thousands of United States dollars unless otherwise stated) |
Convertible senior unsecured notes
Subsequent to December 31, 2024, 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 $447 million net of financing costs of $13 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. The Company has the right to redeem the Notes in certain circumstances and holders have the right to require the Company to repurchase their Notes upon the occurrence of certain events. The Notes are the Company's senior unsecured obligations and rank equally with all 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.
In connection with the notes, the Company entered into a cash settled total return swap with respect to approximately $50 million common shares of the Company with one of the initial purchasers of the Notes.
13Mine restoration provisions
The Company’s mine restoration provisions consist primarily of costs associated with mine reclamation and closure activities. These activities, which are site specific, generally include costs for earthworks, including detoxification and recontouring, revegetation, water treatment, demolition and removal of items from site where required. In calculating the present value of the Company’s mine restoration provisions as at December 31, 2024, management used a risk-free rate applicable to each location’s functional currency ranging from 4.55% to 4.62% and a long-term inflation rate of 2.3%. The undiscounted cash flows, before inflation adjustments to settle the mine restoration provisions were estimated at approximately $187 million at December 31, 2024 (2023 - $130 million). Due to the nature of mine closure plans, cash expenditures are expected to occur over a significant period of time with the majority of the expenditures expected to occur in the years from 2033 to 2039.
The following table shows the movement in the provision for mine restoration provisions:
| 2024 | 2023 | |
|---|---|---|
| $ | $ | |
| Balance, beginning of year | 107,657 | 101,113 |
| Reclamation spending | (2,088) | (2,297) |
| Accretion expense | 4,305 | 4,011 |
| Change in obligation | 37,837 | (281) |
| Liabilities acquired | — | 5,111 |
| Balance, end of year | 147,711 | 107,657 |
| Less: current portion | (7,170) | (3,050) |
| 140,541 | 104,607 |
14Share capital
The Company’s authorized share capital consists of an unlimited number of common shares and an unlimited number of preferred shares. As at December 31, 2024, the Company had 1,318,040,605 common shares outstanding. No preferred shares were outstanding.
During the year ended December 31, 2024, the Company paid a quarterly dividend of $0.04 per share totalling $211 million for the year. Of this amount, $25 million was paid through the issuance of 9 million shares under the Company's Dividend Re-investment Plan ("DRIP"). During the year ended December 31, 2023, the Company paid a quarterly dividend of $0.04 per share totalling $200 million for the year. Of this amount, $12 million was paid through the issuance of 4 million shares under the Company's DRIP. The dividends have been recognized in retained (deficit) earnings in the Consolidated Statement of Changes in Equity during the respective period.
Subsequent to December 31, 2024, on February 19, 2025, B2Gold’s Board of Directors declared a cash dividend for the first quarter of 2025 of $0.02 per common share, payable on March 20, 2025 to shareholders of record as of March 7, 2025.
| B2GOLD CORP. |
|---|
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
| December 31, 2024 and 2023 |
| (All tabular amounts are in thousands of United States dollars unless otherwise stated) |
During the year ended December 31, 2024, the Company issued 3 million flow-through shares for cash proceeds of $10 million. The flow-through premium of $3 million was booked to Other Current Liabilities in the Consolidated Balance Sheet at December 31, 2024. In conjunction with the issuance of the flow-through shares, the Company has committed to spending Cdn. $15 million on eligible exploration expenditures in Canada by December 31, 2025.
During 2024, the Company received $3 million (2023 - $13 million) pursuant to the exercise of 1 million (2023 – 5 million) stock options.
Stock options
During the year ended December 31, 2024, 22 million stock options were granted to employees with exercise prices ranging from Cdn. $3.48 to Cdn. $4.40 per share. These stock options have a term of up to five years and vest over a period of up to three years. The estimated fair value when granted of these options totalling $11 million is being recognized over the vesting period. The fair value was calculated using the Black-Scholes option pricing model based on a risk-free annual interest rate of up to 3.8%, an expected life of up to 3 years, an expected volatility of up to 38% and a dividend yield rate of up to 6.2%.
During 2023, approximately 3 million stock options were granted to employees and directors with exercise prices ranging from Cdn. $4.11 to Cdn. $5.40 per share. These stock options have a term of up to five years and vest over a period of up to three years. The estimated fair value when granted of these options totalling $3 million is being recognized over the vesting period. The fair value was calculated using the Black-Scholes option pricing model based on a risk-free annual interest rate of up to 4.4%, an expected life of up to 3 years, an expected volatility of up to 50% and a dividend yield rate of up to 5.3%.
On April 19, 2023, the Company issued 3 million B2Gold replacement stock options upon the acquisition of Sabina. The replacement stock options were valued using the Black-Scholes option pricing model based on a risk-free annual interest rates ranging from 3.6% to 3.8%, an expected volatility of between 33% and 50%, an expected average life of up to 3.2 years and a dividend yield of 3.7%.
Option pricing models require the input of subjective assumptions regarding the expected volatility. The Company calculates expected volatility based on the historical volatility of its stock price. Changes in this assumption can materially affect the fair value estimate.
For the year ended December 31, 2024, share-based payments expense, relating to the vesting of stock options, was $5 million (2023 - $5 million), net of $1 million (2023 - $1 million) capitalized to mining interests.
A summary of changes to stock options outstanding is as follows:
| Number of<br>outstanding<br>options | Weighted-<br>average<br>exercise price | |
|---|---|---|
| (‘000’s) | (in Cdn.$) | |
| Outstanding at December 31, 2022 | 30,927 | 4.98 |
| Granted | 3,042 | 4.80 |
| B2Gold replacement options on acquisition of Sabina (Note 9) | 3,342 | 3.87 |
| Exercised | (5,098) | 3.42 |
| Forfeited or expired | (1,246) | 5.28 |
| Outstanding at December 31, 2023 | 30,967 | 5.09 |
| Granted | 22,064 | 3.71 |
| Exercised | (1,247) | 3.39 |
| Forfeited or expired | (1,579) | 5.01 |
| Outstanding at December 31, 2024 | 50,205 | 4.53 |
During 2024, 1 million (2023 – 5 million) stock options were exercised. The weighted average share price at the time of exercise was Cdn. $4.09 (2023 – Cdn. $4.86).
| B2GOLD CORP. |
|---|
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
| December 31, 2024 and 2023 |
| (All tabular amounts are in thousands of United States dollars unless otherwise stated) |
Stock options outstanding and exercisable as at December 31, 2024 are as follows:
| Range of exercise prices<br>(in Cdn. $) | Number of outstanding options<br>(‘000’s) | Weighted- average years to expiry | Weighted-average exercise price<br>(in Cdn. $) | Number of exercisable options<br>(‘000’s) | Weighted-average exercise price<br>(in Cdn. $) |
|---|---|---|---|---|---|
| 2.95 – 2.99 | 15 | 2.39 | 2.95 | 4 | 2.95 |
| 3.00 – 3.99 | 22,210 | 4.90 | 3.67 | 7,165 | 3.64 |
| 4.00 – 4.99 | 7,463 | 3.55 | 4.45 | 4,715 | 4.44 |
| 5.00 – 5.99 | 18,401 | 2.01 | 5.39 | 16,646 | 5.40 |
| 6.00 – 6.99 | 1,996 | 1.31 | 6.25 | 1,887 | 6.25 |
| 7.00 – 8.53 | 120 | 0.56 | 8.01 | 120 | 8.01 |
| 50,205 | 3.49 | 4.53 | 30,537 | 4.90 |
Restricted share unit plan
The Company has a Restricted Share Unit Plan (the “RSU Plan”) whereby restricted share units (“RSUs”) may be granted to directors, executive officers and employees of the Company. Once vested, each RSU is redeemable for one common share entitling the holder to receive the common share for no additional consideration.
During the year ended December 31, 2024, the Company granted approximately 2 million (2023 – 2 million) RSUs to executive officers and employees of the Company. One-third of the RSUs vest one year from the grant date, another one-third will vest two years from the grant date with the remainder vesting three years from the grant date. The total estimated fair value of the RSU granted was approximately $6 million (2023 - $7 million) based on the market value of the Company’s shares at the grant date. The fair value of each RSU is recorded as a share-based payments expense over the vesting period.
For the year ended December 31, 2024, share-based payments expense relating to the vesting of RSUs was $7 million (2023 - $7 million).
Summary of changes to RSUs outstanding:
| Number of<br>outstanding<br>RSUs | |
|---|---|
| (‘000’s) | |
| Outstanding at December 31, 2022 | 2,784 |
| Granted | 1,939 |
| Vested and converted to common shares | (1,440) |
| Forfeited | (119) |
| Reinvested dividend equivalents | 158 |
| Outstanding at December 31, 2023 | 3,322 |
| Granted | 2,382 |
| Vested and converted to common shares | (1,625) |
| Reinvested dividend equivalents | 277 |
| Outstanding at December 31, 2024 | 4,356 |
Deferred share unit plan
The Company has a Deferred Share Unit plan (the "DSU plan") for the benefit of the directors of the Company. Pursuant to the plan, eligible directors can elect to receive all or part of their total cash compensation in the form of deferred share units ("DSUs"). The number of DSUs granted to an eligible director is determined by dividing the portion of the compensation to be paid in DSUs by the volume weighted average trading price of the common shares on the stock exchange on which the majority of the volume of trading of the shares occurred over the relevant period for the five trading days immediately preceding the date of grant. In addition, the Board may, at its discretion, grant additional DSUs to plan participants. Each eligible director is required to hold DSUs received until the eligible director ceases to be a director of the Company, following which the DSUs will be settled in cash. As the DSUs are cash settled, they are recorded as a liability at fair market value on the Consolidated Balance Sheet with changes in the fair value being recognized as a share-based payment expense or recovery in the Consolidated Statement of Operations.
| B2GOLD CORP. |
|---|
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
| December 31, 2024 and 2023 |
| (All tabular amounts are in thousands of United States dollars unless otherwise stated) |
For the year ended December 31, 2024, the Company issued 0.5 million DSUs (2023 - 0.4 million) with a fair market value of $1 million (2023 - $1 million) to directors of the Company. During the year ended December 31, 2024, 0.1 million (2023 - 0.7 million) DSUs valued at $0.3 million (2023 - $3 million) were released. As at December 31, 2024, there were 2.2 million DSUs outstanding (2023 - 1.6 million). For the year ended December 31, 2024, share-based payments expense relating to DSUs was $0.1 million (2023 - expense of $0.8 million).
Performance share unit plan
The Company has a Performance Share Unit plan (the "PSU plan") for the benefit of officers, employees and eligible consultants. Under the plan, eligible participants will receive shares based on the achievement of certain defined performance measures over a defined period of time. The number of shares receivable shall be 0% to 200% of the performance share units ("PSUs") awarded, with the factor applied being dependent on the extent to which the defined performance measures have been achieved.
On November 7, 2023, the Company adopted an amended and restated Executive Officer Incentive Compensation Clawback Policy (the “Clawback Policy”) to comply with new rules of the New York Stock Exchange American set forth in Listed Company Manual Section 811 -- Erroneously Awarded Compensation and Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, as codified by Section 10D and Rule 10D-1 of the U.S. Securities Exchange Act of 1934, as amended. In addition, the Company amended its Performance Share Unit Plan on November 7, 2023 (the “Amended PSU Plan”) to add an option to settle future PSU grants, when vested, in cash (instead of shares) at the Company’s sole discretion. The addition of the cash settlement option does not impact the accounting treatment of the PSUs.
During the year ended December 31, 2024, the Company granted 3 million PSUs to employees comprised of two equal 50% tranches. Vesting of tranche one of the PSUs granted will depend on the growth of the consolidated production profile and the number of shares that may vest will be between 0% to 200% of the number of tranche one PSUs. The estimated fair value when granted of this portion of $3 million was calculated based on the fair value of the Company's stock on the date of the grant and the expected increase in the production profile. Vesting of tranche two of the PSUs granted will depend on total shareholder return of the Company compared to a group of peer companies over the period January 1, 2024 to December 31, 2026. The number of shares that may vest will be between 0% and 200% of the number of tranche two PSUs. The estimated fair value when granted of the tranche two PSUs of $3 million was calculated using a risk-neutral Monte Carlo simulation based on a correlated Geometric Brownian Motion. The model used historical share price volatility ranging from 26% to 66% for the group, a Canadian risk-free annual interest rate of 4.19%, and a United States risk-free annual interest rate of 4.52%. The fair value of both tranches is being recognized over the vesting period.
During the year ended December 31, 2023, the Company granted 2 million PSUs to employees comprised of two equal 50% tranches. Vesting of tranche one of the PSUs granted will depend on the timing of completion of construction and commissioning of the Goose Project and the number of shares that may vest will be between 0% to 200% of the number of tranche one PSUs. The estimated fair value when granted of this portion of $3 million was calculated based on the fair value of the Company's stock on the date of the grant and the expected completion timing of the Goose Project. Vesting of tranche two of the PSUs granted will depend on total shareholder return of the Company compared to a group of peer companies over the period January 1, 2023 to December 31, 2025. The number of shares that may vest will be between 0% and 200% of the number of tranche two PSUs. The estimated fair value when granted of the tranche two PSUs of $4 million was calculated using a risk-neutral Monte Carlo simulation based on a correlated Geometric Brownian Motion. The model used historical share price volatility ranging from 28% to 71% for the group, a Canadian risk-free annual interest rate of 3.87%, and a United States risk-free annual interest rate of 4.16%. The fair value of both tranches is being recognized over the vesting period.
During the year ended December 31, 2024, the Company issued 1 million shares (2023 - 1 million shares) on the vesting of PSUs. As at December 31, 2024, 6 million PSUs were outstanding under the plan (2023 - 5 million). For the year ended December 31, 2024, share-based payments expense relating to PSUs was $8 million (2023 - $8 million).
Incentive plan
On June 29, 2007, the Company established the B2Gold Incentive Plan (the “Incentive Plan”) for the benefit of directors, officers, employees and service providers of the Company and issued to the trustees of the Incentive Plan options to acquire 5 million common shares. On October 12, 2007, following the exercise of these options, an aggregate of 5 million common shares were issued to and paid for by the trustees of the Incentive Plan. These shares were held in trust (the "trust") by the trustees pursuant to the terms of the Incentive Plan. The Company is required under IFRS to consolidate the trust. The Company recognizes a share-based compensation expense with respect to these incentive shares, when these shares are
| B2GOLD CORP. |
|---|
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
| December 31, 2024 and 2023 |
| (All tabular amounts are in thousands of United States dollars unless otherwise stated) |
granted to the ultimate beneficiaries by the trust. During the year ended December 31, 2024, the Company recognised a share based payment expense of $5 million upon issuance of the remaining 1,705,000 shares from the trust. As at December 31, 2024, there are no common shares remaining in the trust.
Earnings per share
The following is the calculation basic and diluted earnings per share:
| 2024 | 2023 | |
|---|---|---|
| Net (loss) income and diluted net (loss) income (attributable to shareholders of the Company) | (629,891) | 10,097 |
| Basic weighted average number of common shares outstanding (in thousands) | 1,308,850 | 1,232,092 |
| Effect of dilutive securities: | ||
| Stock options | — | 1,099 |
| Restricted share units | — | 755 |
| Performance share units | — | 3,458 |
| Diluted weighted average number of common shares outstanding (in thousands) | 1,308,850 | 1,237,404 |
| (Loss) earnings per share (attributable to shareholders of the Company) | ||
| Basic | ||
| Diluted |
All values are in US Dollars.
15Non-controlling interest
The following is a continuity schedule of the Company's non-controlling interests:
| Fekola | Masbate | Otjikoto | Other | Total | |
|---|---|---|---|---|---|
| $ | $ | $ | $ | $ | |
| Balance at December 31, 2022 | 54,187 | 22,220 | 25,079 | 2,177 | 103,663 |
| Share of net income (loss) | 17,146 | 5,824 | 8,799 | (278) | 31,491 |
| Interest on loan to non-controlling interest | (4,174) | — | — | — | (4,174) |
| Distributions to non-controlling interest | (24,248) | (300) | (10,068) | — | (34,616) |
| Participating funding from non-controlling interest | — | — | — | 2,332 | 2,332 |
| Other | — | — | 428 | 472 | 900 |
| Balance at December 31, 2023 | 42,911 | 27,744 | 24,238 | 4,703 | 99,596 |
| Share of net (loss) income | (7,387) | (1,672) | 12,478 | (181) | 3,238 |
| Forgiveness of loan to non-controlling interest (Note 9) | 65,476 | — | — | — | 65,476 |
| Distributions to non-controlling interest | (106,826) | — | (15,743) | — | (122,569) |
| Interest on loan to non-controlling interest | (2,381) | — | — | — | (2,381) |
| Participating funding from non-controlling interest | — | — | — | 936 | 936 |
| Other | 8,207 | — | — | 129 | 8,336 |
| Balance at December 31, 2024 | — | 26,072 | 20,973 | 5,587 | 52,632 |
| B2GOLD CORP. | |||||
| --- | |||||
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS | |||||
| December 31, 2024 and 2023 | |||||
| (All tabular amounts are in thousands of United States dollars unless otherwise stated) |
The following is the summarized financial information of subsidiaries with material non-controlling interests:
| Fekola | Otjikoto | |||
|---|---|---|---|---|
| 2024 | 2023 | 2024 | 2023 | |
| $ | $ | $ | $ | |
| Summarized Balance Sheets | ||||
| Current assets | 219,744 | 265,468 | 102,335 | 89,575 |
| Non-current assets | 1,051,228 | 979,116 | 222,834 | 297,950 |
| Total assets | 1,270,972 | 1,244,584 | 325,169 | 387,525 |
| Current liabilities | 371,962 | 174,643 | 43,131 | 43,623 |
| Non-current liabilities | 73,284 | 70,119 | 85,229 | 114,633 |
| Total liabilities | 445,246 | 244,762 | 128,360 | 158,256 |
| Summarized Statements of Operations | ||||
| Revenue | 951,675 | 1,143,780 | 486,213 | 417,589 |
| Net (loss) income | (59,546) | 147,584 | 126,889 | 87,599 |
16Other operating expense
| 2024 | 2023 | |
|---|---|---|
| $ | $ | |
| Malian regulatory settlement (Note 9) | (16,795) | — |
| Non-capital exploration | (8,029) | (3,461) |
| Other | (4,280) | (4,700) |
| (29,104) | (8,161) |
17Derivative financial instruments
Fuel derivatives
During the year ended December 31, 2024, the Company entered into additional series of forward contracts for the purchase of 62 million litres of gas oil and 63 million litres of fuel oil with scheduled settlement between August 2024 and July 2026. These derivative instruments were not designated as hedges by the Company and are recorded at FVTPL.
For the year ended December 31, 2024, the Company recorded an unrealized fuel derivative loss of $3 million (2023 – loss of $4 million) and a realized fuel derivative loss of $0 million (2023 - gain of $9 million) in the Consolidated Statement of Operations.
The following is a summary, by maturity dates, of the Company’s fuel derivative contracts outstanding as at December 31, 2024:
| 2025 | 2026 | Total | ||||
|---|---|---|---|---|---|---|
| Forward – fuel oil: | ||||||
| Litres (thousands) | 35,027 | 14,447 | 49,474 | |||
| Average strike price | $ | 0.44 | $ | 0.42 | $ | 0.43 |
| Forward – gas oil: | ||||||
| Litres (thousands) | 36,216 | 8,189 | 44,405 | |||
| Average strike price | $ | 0.60 | $ | 0.59 | $ | 0.60 |
The unrealized fair value of these contracts at December 31, 2024 was $(2) million.
| B2GOLD CORP. |
|---|
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
| December 31, 2024 and 2023 |
| (All tabular amounts are in thousands of United States dollars unless otherwise stated) |
Gold derivatives
During the year ended December 31, 2024, as a requirement of the new RCF (Note 12), the Company entered into a series of 1:1 zero-cost put/call gold collar contracts with settlement between February 2025 and January 2027. These derivative instruments were not designated as hedges by the Company and are recorded at FVTPL.
The following is a summary, by maturity dates, of the Company’s gold derivative contracts outstanding as at December 31, 2024:
| 2025 | 2026 | 2027 | Total | |||||
|---|---|---|---|---|---|---|---|---|
| Ounces | 187,010 | 200,006 | 16,637 | 403,653 | ||||
| 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 December 31, 2024 was $0 million.
18Gold stream obligation
As part of the acquisition of Sabina (Note 9), the Company acquired a Gold Stream Arrangement (the "Stream") with Wheaton Precious Metals ("WPM"). WPM is obligated to pay the Company a purchase price for each ounce of refined gold metal equal to:
•During any period during which the remaining upfront funding initially received by Sabina from WPM is greater than nil, 18% of the p.m. London Bullion Market Association ("LBMA") Gold Price. The difference between the LBMA gold price and such purchase price being payable is deducted against the upfront funding until it has been reduced to nil.
•Once the remaining upfront funding has fully been reduced to nil, 22% of the p.m. LBMA Gold Price.
The acquisition of Sabina triggered a one-time change of control event that allowed the Company to exercise a one-time option to buy back one third of the Stream (the “Buy-back Option”) for consideration of $46 million, which the Company exercised on April 20, 2023. As a result of the exercise of the Buy-back Option, the quantity of gold deliverable to WPM under the Gold Stream is reduced by 33% 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
•1.005% of gold production thereafter.
The gold stream obligation was determined to be a derivative liability under IFRS 9, Financial instruments, and has been classified as FVTPL. As a result, it has been recorded at its fair value on the Consolidated Balance Sheet with changes in the fair value being recorded in the Consolidated Statement of Operations. The fair value of the gold stream was determined to be level 3 in the fair value hierarchy (Note 20). The Company has guaranteed the remaining portion of the gold stream obligation.
The following is a summary of the changes in the gold stream obligation:
| $ | |
|---|---|
| Balance at December 31, 2022 | — |
| Fair value at acquisition (Note 9) | 173,700 |
| Exercise of buy-back option | (46,400) |
| Change in fair value | 12,300 |
| Balance at December 31, 2023 | 139,600 |
| Change in fair value | 26,825 |
| Balance at December 31, 2024 | 166,425 |
| Less current portion | (6,900) |
| 159,525 | |
| B2GOLD CORP. | |
| --- | |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS | |
| December 31, 2024 and 2023 | |
| (All tabular amounts are in thousands of United States dollars unless otherwise stated) |
19Prepaid gold sales
On January 23, 2024, the Company entered into a series of prepaid gold sales with a number of its old RCF syndicate banks. Under the terms of the prepaid gold sales, the Company received an upfront payment of $500 million, based on gold forward curve prices averaging approximately $2,191 per ounce, in exchange for equal monthly deliveries of gold from July 2025 to June 2026 totaling 264,768 ounces. Gold deliveries can be from production from any of the Company’s operating mines and the prepaid gold sales can be settled prior to maturity through accelerated delivery of the remaining deliverable gold ounces.
The prepaid gold sales have been accounted for in accordance with IFRS 15, Revenue from Contracts with Customers, whereby the cash prepayments have been recognized as deferred revenue on the Consolidated Balance Sheet and will be recognized as revenue in the Consolidated Statement of Operations based on the contract price when gold deliveries are made.
The following is a summary of the changes in the prepaid gold sales:
| $ | |
|---|---|
| Outstanding at December 31, 2023 | — |
| Value of contracts added | 500,023 |
| Accretion | 38,087 |
| Outstanding at December 31, 2024 | 538,110 |
| Less current portion | (272,781) |
| 265,329 |
During the year ended December 31, 2024, the Company recognized interest charge of $38 million, based on an implicit rate of 7.99%, relating to the financing component contained in the prepaid gold sales. The interest expense recognised in the Consolidated Statement of Operations for the year ended December 31, 2024 was $14 million net of $24 million capitalized to the cost of constructing qualifying assets during the year.
20Financial instruments
The Company’s financial assets and liabilities consist of cash and cash equivalents, accounts receivable, short-term investments, reclamation deposits, loan to associate, long-term investments, accounts payable and accrued liabilities, fuel derivative contracts, gold derivative contracts, gold stream obligation, and long-term debt.
Fair values
The Company’s financial assets and liabilities are classified based on the lowest level of input significant to the fair value measurement based on the fair value hierarchy:
Level 1 – quoted prices in active markets for identical assets or liabilities;
Level 2 – inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and
Level 3 – inputs for the asset or liability that are not based on observable market data.
As at December 31, 2024, the Company’s financial assets and liabilities measured at fair value are categorized as follows:
| As at December 31, 2024 | As at December 31, 2023 | |||||
|---|---|---|---|---|---|---|
| Level 1 | Level 2 | Level 3 | Level 1 | Level 2 | Level 3 | |
| $ | $ | $ | $ | $ | $ | |
| Long-term investments (Note 8) | 76,717 | — | — | 86,007 | — | — |
| Short-term investments (Note 6) | 11,565 | — | — | — | — | — |
| Fuel derivative contracts (Note 17) | — | (2,259) | — | — | 481 | — |
| Gold derivative contracts (Note 17) | — | 111 | — | — | — | — |
| Gold stream obligation (Note 18) | — | — | (166,425) | — | — | (139,600) |
| B2GOLD CORP. | ||||||
| --- | ||||||
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS | ||||||
| December 31, 2024 and 2023 | ||||||
| (All tabular amounts are in thousands of United States dollars unless otherwise stated) |
The Company’s long-term investments consist of shares of publicly traded mining companies. The fair values of these were determined using market quotes from an active market for each investment.
The fair value of the Company's fuel and gold derivative contracts was determined using prevailing market rates for instruments with similar characteristics.
The fair value of the gold stream was calculated based on an income approach and a discounted cash flow model. The calculated fair value includes significant assumptions that are based on observable market data, including forward gold price curves and credit adjusted risk-free rates. The fair value also includes significant assumptions that are not based on observable market data, including the timing of future gold deliveries which are based on the future production levels of the Goose Project. The valuation has been prepared by an independent valuations specialist with direct oversight from the Company. Gold production is assumed to begin in the second quarter of 2025. Forward gold price estimates ranged from $2,611 to $3,395 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 at December 31, 2024. A 50 basis point change in the credit adjusted risk-free rate would also have approximately a $5 million impact on the fair value of the gold stream obligation at December 31, 2024.
The fair value of the Company's long-term debt also approximates its carrying value as it has a floating interest rate and the Company's credit spread has remained approximately consistent. The fair value of the Company's other financial instruments approximate their carrying value due to their short-term nature.
Capital risk management
The Company’s objectives when managing its capital is to ensure it will be able to continue as a going concern while maximizing the return to shareholders including the payment of dividends. The selling price of gold and minimizing production costs and capital expenditures are key factors in helping the Company reach its capital risk management objectives. The capital structure of the Company includes shareholders’ equity and debt.
Credit risk
As at December 31, 2024, the Company’s maximum exposure to credit risk was 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.
Liquidity risk
The Company manages its liquidity risk through its budgeting and forecasting process. Budgets are prepared annually and forecasts are prepared and reviewed on a regular basis, to help determine the funding requirements to support the Company’s current operations and expansion and development plans and by managing its capital structure as described above.
As at December 31, 2024, the Company had cash and cash equivalents of $337 million. Cash provided by operating activities totalled $878 million for the year ended December 31, 2024, including proceeds of $500 million from the prepaid gold sales. As at December 31, 2024, the Company had a $800 million revolving credit facility of which $400 million is undrawn.
As at December 31, 2024, the Company had drawn down the full amount under its equipment loan facilities at the Goose Project but had $27 million available under its third equipment facility at Fekola.
| B2GOLD CORP. |
|---|
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
| December 31, 2024 and 2023 |
| (All tabular amounts are in thousands of United States dollars unless otherwise stated) |
As at December 31, 2024, the Company’s significant commitments are disclosed in the table below. In addition, significant commitments are disclosed in Note 12 for debt repayments and Note 26 for capital expenditure commitments.
| 2025 | 2026 | 2027 | 2028 | 2029 | Total | |
|---|---|---|---|---|---|---|
| $ | $ | $ | $ | $ | $ | |
| Accounts payable and accrued liabilities | 156,352 | — | — | — | — | 156,352 |
| New revolving credit facility: | ||||||
| Principal (Note 12) | — | — | — | 400,000 | — | 400,000 |
| Interest & commitment fees (estimated) | 27,959 | 27,053 | 27,053 | 25,997 | — | 108,062 |
| Fekola equipment loan facilities: | ||||||
| Principal | 7,162 | 1,554 | 1,554 | 1,554 | 1,549 | 13,373 |
| Interest (estimated) | 608 | 373 | 277 | 181 | 84 | 1,523 |
| Goose equipment loan facility: | ||||||
| Principal | 2,917 | 672 | — | — | — | 3,589 |
| Interest (estimated) | 95 | 35 | — | — | — | 130 |
| Lease liabilities | ||||||
| Principal | 6,548 | 5,453 | 3,771 | 2,388 | 2,378 | 20,538 |
| 201,641 | 35,140 | 32,655 | 430,120 | 4,011 | 703,567 | |
| Capital expenditure commitments | 38,148 | — | — | — | — | 38,148 |
| Other liabilities | 1,947 | 5,997 | — | 5,207 | 5,311 | 18,462 |
| 241,736 | 41,137 | 32,655 | 435,327 | 9,322 | 760,177 |
Market risk
Market risk includes currency and price risk.
The Company’s operations in foreign countries are subject to currency fluctuations and such fluctuations may materially affect the Company’s financial position and results. The Company reports its financial results in United States dollars and incurs expenses in European euros, CFA francs, Namibian dollars, South African rand, Philippine pesos, Canadian dollars and Colombian pesos. As these exchange rates fluctuate against the United States dollar, the Company will experience foreign exchange gains and losses.
The Company also holds cash and cash equivalents that are denominated in non-United States dollar currencies which are subject to currency risk. As at December 31, 2024, $233 million of the Company’s $337 million in cash and cash equivalents was held in United States dollars. A 10% movement in foreign exchange rates versus the United States dollar would result in approximately a $9 million change in the Company’s cash position.
The Company maintains a portfolio of shares in publicly traded companies that are measured at FVOCI.
The Company maintains a portfolio of fuel and gold derivatives that are measured at FVTPL. A 10% change in the forward price of fuel would result in a $4 million change in the value of the fuel derivative portfolio. A 10% change in the forward price of gold would result in a $13 million change in the value of the gold derivative portfolio excluding the impact on the Company's gold stream obligation (Note 18).
| B2GOLD CORP. |
|---|
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
| December 31, 2024 and 2023 |
| (All tabular amounts are in thousands of United States dollars unless otherwise stated) |
21Income and other taxes
Income tax expense differs from the amount that would result from applying the Canadian federal and provincial income tax rates to earnings from operations before taxes. These differences result from the following items:
| 2024 | 2023 | |
|---|---|---|
| (Loss) income from operations before taxes | (309,224) | 320,333 |
| Canadian federal and provincial income tax rates | 27.00 | 27.00 |
| Income tax expense at statutory rates | (83,490) | 86,490 |
| Increase (decrease) attributable to: | ||
| Benefit not recorded on impairment losses | 227,498 | 93,772 |
| Change in accruals for tax audits and settlement of income tax and customs assessments (Note 9) | 67,352 | (951) |
| Effects of different foreign statutory tax rates | 40,141 | 18,054 |
| Change due to foreign exchange | 29,894 | (11,430) |
| Withholding and other taxes | 29,423 | 26,956 |
| Losses and tax bases for which no tax benefit has been recorded | 26,479 | 18,707 |
| Benefit of optional tax incentives | (21,625) | (13,281) |
| Non-deductible expenditures | 11,340 | 32,029 |
| Change in income tax rates | (8,884) | — |
| Future withholding tax | (2,699) | 29,548 |
| Change in non-taxable portions of gains | 807 | (2,345) |
| Amounts under provided for in prior years | 1,193 | 1,196 |
| Income tax expense | 317,429 | 278,745 |
| Current income tax, withholding and other taxes | 319,726 | 290,081 |
| Deferred income tax recovery | (2,297) | (11,336) |
| Income tax expense | 317,429 | 278,745 |
All values are in US Dollars.
Included in current income tax expense for the year ended December 31, 2024, is $26 million (2023 - $36 million), related to the State of Mali's 20% (2023 - 10%, see Note 9) priority dividend on its free carried interest in the Fekola Mine. This priority dividend is accounted for as an income tax in accordance with IAS 12, Income Taxes.
Total provision for tax disputes recognized are as follows:
| 2024 | 2023 | |
|---|---|---|
| $ | $ | |
| Opening balance | 10,799 | 12,950 |
| Additions | — | 49 |
| Reductions | (10,799) | (2,200) |
| Closing balance | — | 10,799 |
During the year ended December 31, 2024, the Company recorded a deferred tax recovery of $3 million (2023 - expense of $30 million) related to future withholding tax expected to be incurred on retained earnings the Company is planning to repatriate from its foreign subsidiaries in the foreseeable future. The Company's foreign subsidiaries continue to accumulate earnings in excess of their expected needs for reinvestment. The deferred tax expense will eventually be a current tax expense as dividends from foreign subsidiaries and the associated withholding taxes are paid.
Deferred tax liabilities of approximately $134 million (2023 – $116 million) have not been recognized on the repatriation of earnings from foreign subsidiaries where the Company controls the timing of the reversal of the temporary differences but it is probable that such differences will not reverse in the foreseeable future.
| B2GOLD CORP. |
|---|
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
| December 31, 2024 and 2023 |
| (All tabular amounts are in thousands of United States dollars unless otherwise stated) |
Total income tax expense attributable to geographical jurisdiction is as follows:
| 2024 | 2023 | |
|---|---|---|
| $ | $ | |
| Mali | 176,094 | 186,258 |
| Philippines | 55,838 | 32,658 |
| Namibia | 85,828 | 67,852 |
| Other | (331) | (8,023) |
| 317,429 | 278,745 |
The composition of the Company’s net deferred income tax (liabilities) assets and deferred tax expense (recovery) is as follows:
| Deferred tax<br>(liabilities)/assets | Deferred income tax expense/(recovery) | |||
|---|---|---|---|---|
| As at December 31, 2024 | As at December 31, 2023 | 2024 | 2023 | |
| $ | $ | $ | $ | |
| Operating loss carry-forwards | 2,033 | 9,312 | 7,279 | 12,807 |
| Current assets and liabilities | (5,304) | (1,442) | 3,862 | (5,588) |
| Mining interests | (150,161) | (152,406) | (2,245) | (54,727) |
| Mine restoration provisions | 15,413 | 14,504 | (909) | 10,118 |
| Future withholding tax | (35,849) | (38,548) | (2,699) | 29,548 |
| Unrealized gains | — | (10,127) | (10,127) | 2,617 |
| Deferred tax charged to equity | — | — | (856) | — |
| Other | 4,130 | 7,528 | 3,398 | (6,111) |
| (169,738) | (171,179) | (2,297) | (11,336) |
Represented on the balance sheet as:
| 2024 | 2023 | |
|---|---|---|
| $ | $ | |
| Deferred tax asset | — | (16,927) |
| Deferred tax liability | 169,738 | 188,106 |
| Balance, end of year | 169,738 | 171,179 |
The Company has the following unrecognized deferred tax assets:
| 2024 | 2023 | |
|---|---|---|
| $ | $ | |
| Capital and non-capital tax losses | 175,765 | 230,933 |
| Mining interests and other | 153,892 | 35,190 |
| Mine restoration provisions | 10,423 | 8,984 |
| Long-term debt | 2,401 | 2,775 |
| Current assets | 868 | 1,043 |
| 343,349 | 278,925 |
The Company has not recognized potential deferred tax assets of $343 million (2023 - $279 million) as it is not probable that future taxable profits will be available against which the Company can utilize the potential deferred tax assets.
| B2GOLD CORP. |
|---|
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
| December 31, 2024 and 2023 |
| (All tabular amounts are in thousands of United States dollars unless otherwise stated) |
The change for the year in the Company’s net deferred tax liability was as follows:
| 2024 | 2023 | |
|---|---|---|
| $ | $ | |
| Balance, beginning of year | 171,179 | 182,515 |
| Deferred income tax recovery charged to statement of operations | (2,297) | (11,336) |
| Deferred income tax expense charged to equity | 856 | — |
| Balance, end of year | 169,738 | 171,179 |
At December 31, 2024, the Company had non-capital tax losses which are not recognized as deferred tax assets. The Company recognizes the tax benefit of the non-capital tax losses only to the extent of anticipated future taxable income that can be reduced by non-capital tax losses. The gross amount of the non-capital tax losses for which a tax benefit has not been recorded are $577 million (2023 - $637 million) in Canada which expire between 2027 and 2044, and $110 million (2023 - $124 million) in Colombia of which $1 million expires between 2030 and 2035 and $108 million does not expire.
At December 31, 2024 the Company had capital losses in Canada of $9 million which have no expiry date and can be applied against future capital gains. No deferred income tax asset has been recorded with respect to these losses. On March 4, 2024, the Company received Notices of Reassessment relating to the denial of capital losses realized by B2Gold in respect of certain internal reorganizations undertaken in the 2016 taxation year. The reassessments do not result in any income taxes payable but would reduce the Company's net capital loss carry-forward balances and non-capital loss carry-forward balances (due to the deduction of a portion of the capital losses in subsequent taxation years). The Company has disputed the reassessments. Should the Company be successful in its dispute, non-capital losses would increase by $71 million and capital losses would increase by $295 million for which no deferred tax asset has been recognized as at December 31, 2024.
During the year ended December 31, 2024 the Company paid $360 million (2023 - $239 million) of current income tax, withholding and other taxes in cash.
Pillar Two Global Minimum Tax
In June 2024, Canada enacted the Global Minimum Tax Act that was developed within the framework of the OECD’s Pillar Two global minimum tax regime, effective January 1, 2024. As Pillar Two legislation has been enacted or substantively enacted in certain jurisdictions in which the Company operates, the legislation is effective for the Company's financial year beginning January 1, 2024.
The Company has performed an assessment of its potential exposure to Pillar Two income taxes. This assessment is based on the most recent information available regarding the financial performance of the constituent entities of the consolidated group. Based on the assessment performed, the Company does not expect any material exposure to Pillar Two top-up taxes.
| B2GOLD CORP. |
|---|
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
| December 31, 2024 and 2023 |
| (All tabular amounts are in thousands of United States dollars unless otherwise stated) |
22Supplementary cash flow information
Supplementary disclosure of cash flow information is provided in the table below:
Non-cash (credits) charges:
| 2024 | 2023 | |
|---|---|---|
| $ | $ | |
| Depreciation and depletion | 367,408 | 402,371 |
| Impairment of long-lived assets (Note 9) | 876,376 | 322,148 |
| Gain on sale of mining interests (Note 9) | (56,115) | — |
| Deferred income tax recovery (Note 21) | (2,297) | (11,336) |
| Change in fair value of gold stream (Note 18) | 26,825 | 12,300 |
| Non-cash interest and financing expense | 34,848 | 13,925 |
| Gain on sale of shares in associate (Note 10) | (16,822) | — |
| Share-based payments (Note 14) | 24,343 | 18,174 |
| Loss on dilution of associate (Note 10) | 8,984 | 943 |
| Non-recoverable input taxes | 9,684 | 2,198 |
| Share of net income of associates (Note 10) | (2,630) | (19,871) |
| Unrealized losses on derivative instruments (Note 17) | 2,630 | 4,500 |
| Write-down of mining interests (Note 9) | 636 | 19,905 |
| Restructuring charges (Note 9) | — | 12,151 |
| Other | 15,234 | 25,169 |
| 1,289,104 | 802,577 |
Changes in non-cash working capital:
| 2024 | 2023 | |
|---|---|---|
| $ | $ | |
| Accounts receivable and prepaids | (215) | 147 |
| Value-added and other tax receivables | (2,204) | (10,634) |
| Inventories | (130,339) | (24,331) |
| Accounts payable and accrued liabilities | (1,237) | (21,378) |
| Current income and other taxes payable | (21,184) | 49,658 |
| (155,179) | (6,538) |
Other exploration:
| 2024 | 2023 | |
|---|---|---|
| $ | $ | |
| Fekola Mine, exploration | (4,428) | (3,728) |
| Masbate Mine, exploration | (3,649) | (3,808) |
| Otjikoto Mine, exploration | (7,825) | (3,863) |
| Goose Project, exploration | (28,864) | (10,595) |
| Finland Properties, exploration | (3,079) | (7,181) |
| Bakolobi Property, exploration | (344) | (8,665) |
| Dandoko Property, exploration | (1,279) | (6,097) |
| George Property, exploration | (9) | (5,131) |
| Menankoto Property, exploration | (805) | (12,262) |
| Bantako North Property, exploration | — | (9,523) |
| Other | (2,347) | (5,152) |
| (52,629) | (76,005) | |
| B2GOLD CORP. | ||
| --- | ||
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS | ||
| December 31, 2024 and 2023 | ||
| (All tabular amounts are in thousands of United States dollars unless otherwise stated) |
Non-cash investing and financing activities:
| 2024 | 2023 | |
|---|---|---|
| $ | $ | |
| Share consideration received on sale of mining interests (Notes 9 and 10) | 81,433 | — |
| Interest capitalized to construction of qualifying assets | 30,008 | — |
| Change in current liabilities relating to mining interest expenditures | (8,625) | 29,257 |
| Change in current liabilities relating to deferred financing costs | 4,059 | — |
| Interest on loan to non-controlling interest | 2,801 | 4,910 |
| Share-based payments, capitalized to mining interests | 1,129 | 694 |
| Foreign exchange gains (losses) on Fekola equipment loan facility | 545 | (411) |
| Common shares issued on acquisition of Sabina Gold & Silver Corp. (Note 9) | — | 925,375 |
| Fair value of B2Gold replacement options issued on acquisition of Sabina Gold & Silver Corp. (Note 9) | — | 5,075 |
| Contingent consideration on purchase of Gramalote Property (Note 9) | — | 14,297 |
23Compensation of key management
Key management includes the Company’s directors, members of the Executive Committee and members of Senior Management. Compensation to key management consisted of:
| 2024 | 2023 | |
|---|---|---|
| $ | $ | |
| Salaries and short-term employee benefits | 7,408 | 8,480 |
| Share-based payments | 13,793 | 14,692 |
| 21,201 | 23,172 |
24Production costs by nature
| 2024 | 2023 | |
|---|---|---|
| $ | $ | |
| Raw materials and consumables | 491,855 | 488,965 |
| Salaries and employee benefits | 134,938 | 128,090 |
| Contractors | 92,225 | 90,488 |
| Equipment rental | 1,949 | 2,786 |
| Other | 49,807 | 52,286 |
| Change in inventories | 4,444 | (6,272) |
| Capitalized to mining interests | (93,390) | (140,146) |
| 681,828 | 616,197 |
Salaries and employee benefits expense included in general and administrative costs were $29 million for the year ended December 31, 2024 (2023 - $28 million).
25Segmented information
The Company’s reportable operating segments for 2024 include its mining operations and development projects, namely the Fekola, Masbate and Otjikoto mines and the Goose Project. It also includes the Fekola Regional properties which are in the exploration & evaluation 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 accounting for its investment in it's associates Versamet and BeMetals. The “Corporate and Other” segment includes corporate operations.
| B2GOLD CORP. |
|---|
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
| December 31, 2024 and 2023 |
| (All tabular amounts are in thousands of United States dollars unless otherwise stated) |
The Company’s segments are summarized in the following tables:
| 2024 | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Fekola<br>Mine | Fekola Regional | Masbate <br>Mine | Otjikoto<br>Mine | Goose Project | Other<br>Mineral<br>Properties | Corporate<br><br>& Other | Total | |||||||||||
| $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||
| External gold revenue | 951,676 | — | 464,141 | 486,213 | — | — | — | 1,902,030 | ||||||||||
| Production costs | 384,221 | — | 161,462 | 136,145 | — | — | — | 681,828 | ||||||||||
| Depreciation & depletion | 162,011 | 1,986 | 83,352 | 116,289 | 3,770 | — | 2,153 | 369,561 | ||||||||||
| Impairment of long-lived assets | 162,673 | 52,543 | — | — | 661,160 | — | — | 876,376 | ||||||||||
| Write-down of mining interests | — | — | — | — | — | 636 | — | 636 | ||||||||||
| Current income tax, withholding and other taxes | 154,415 | 46 | 55,840 | 109,282 | 48 | — | 95 | 319,726 | ||||||||||
| Net (loss) income | (76,859) | (68,728) | 112,930 | 122,454 | (663,781) | (1,827) | (50,842) | (626,653) | ||||||||||
| Capital expenditures | 262,204 | 19,289 | 33,412 | 36,667 | 544,255 | 22,568 | 1,308 | 919,703 | ||||||||||
| Total assets | 1,368,733 | 187,484 | 769,617 | 355,551 | 1,607,392 | 328,717 | 196,504 | 4,813,998 | 2023 | |||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | ||||||||||
| Fekola<br>Mine | Fekola Regional | Masbate <br>Mine | Otjikoto<br>Mine | Goose Project | Other<br>Mineral<br>Properties | Corporate & Other | Total | |||||||||||
| $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||
| External gold revenue | 1,143,781 | — | 372,902 | 417,589 | — | — | — | 1,934,272 | ||||||||||
| Production costs | 333,215 | — | 160,952 | 122,030 | — | — | — | 616,197 | ||||||||||
| Depreciation & depletion | 214,533 | 1,267 | 79,423 | 107,148 | — | — | 2,000 | 404,371 | ||||||||||
| Impairment of long-lived assets | 159,317 | 46,349 | — | — | — | 116,482 | — | 322,148 | ||||||||||
| Write-down of mining interests | — | — | — | — | — | 19,905 | — | 19,905 | ||||||||||
| Current income tax, withholding and other taxes | 192,462 | — | 22,813 | 75,713 | — | (1,000) | 93 | 290,081 | ||||||||||
| Net income (loss) | 122,008 | (45,173) | 64,897 | 85,293 | (2,687) | (107,426) | (75,324) | 41,588 | ||||||||||
| Capital expenditures | 302,670 | 92,522 | 33,950 | 64,926 | 292,934 | 23,843 | 242 | 811,087 | ||||||||||
| Total assets | 1,342,500 | 250,729 | 739,506 | 414,383 | 1,479,754 | 384,530 | 263,217 | 4,874,619 |
The Company’s mining interests are located in the following geographical locations:
| 2024 | 2023 | |
|---|---|---|
| $ | $ | |
| Mining interests | ||
| Canada | 1,445,143 | 1,509,289 |
| Mali | 1,066,748 | 1,131,343 |
| Philippines | 480,570 | 533,781 |
| Namibia | 182,758 | 264,747 |
| Colombia | 74,875 | 66,184 |
| Finland | 36,033 | 32,954 |
| Burkina Faso | — | 21,087 |
| Other | 5,308 | 4,105 |
| 3,291,435 | 3,563,490 | |
| B2GOLD CORP. | ||
| --- | ||
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS | ||
| December 31, 2024 and 2023 | ||
| (All tabular amounts are in thousands of United States dollars unless otherwise stated) |
26Commitments
As at December 31, 2024, the Company had the following commitments (in addition to those disclosed elsewhere in these financial statements):
•For payments of $13 million for mobile equipment purchases and rebuilds, $1 million for the tailings storage facility, $1 million for underground development, $1 million related to plant and powerhouse maintenance and $1 million for other capital projects at the Fekola Mine, all of which is expected to be incurred in 2025.
•For payments of $21 million for construction activities at the Goose Project, all of which is expected to be incurred in 2025.
40
Document
B2GOLD CORP.
MANAGEMENT’S DISCUSSION AND ANALYSIS
For the year ended December 31, 2024
This Management’s Discussion and Analysis (“MD&A”) has been prepared as at February 19, 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 audited consolidated financial statements and the notes thereto of the Company for the year ended December 31, 2024. These consolidated financial statements have been prepared in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board (“IFRS”). All amounts are expressed in United States dollars, unless otherwise stated. All production results and the Company's guidance presented in this MD&A reflect total production at the mines the Company operates on a 100% basis. Production from Calibre Mining Corp.'s ("Calibre") La Libertad, El Limon and Pan mines is presented on an approximate 24% basis until January 24, 2024 and 14% subsequently until June 20, 2024 (fourth quarter of 2023 - 24%), representing the Company’s indirect ownership interest in Calibre's operations through its equity investment in Calibre. On June 20, 2024, after selling 79 million common shares of Calibre reducing its ownership interest to approximately 4%, the Company determined that it no longer has significant influence over Calibre and as a result, after June 20, 2024, no longer records attributable production representing its indirect ownership interest in Calibre's mines through an equity investment.
Additional information related to B2Gold, including our Annual Information Form, is available on the Company's website www.b2gold.com and on SEDAR at www.sedarplus.ca.
INDEX
| Overview | 2 |
|---|---|
| Review of Financial Results | 6 |
| Review of Mining Operations and Development Projects | 11 |
| Liquidity and Capital Resources | 19 |
| Critical Accounting Estimates | 25 |
| Risks and Uncertainties | 27 |
| Disclosure Controls and Internal Controls Over Financial Reporting | 28 |
| Non-IFRS Measures | 28 |
| Summary of Quarterly Results | 38 |
| Summary and Outlook | 38 |
| Outstanding Share Data | 39 |
| Cautionary Statement on Forward-Looking Information | 39 |
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 year ended December 31, 2024 was $1.90 billion on sales of 801,524 ounces at an average realized gold price of $2,373 per ounce, compared to $1.93 billion on sales of 994,060 ounces at an average realized gold price of $1,946 per ounce in 2023. The decrease in gold revenue of 2% ($32 million) was due to a decrease in gold ounces sold partially offset by an increase in the average realized gold price. For the fourth quarter of 2024, consolidated gold revenue was $500 million on sales of 187,793 ounces at an average realized gold price of $2,661 per ounce, compared to $512 million on sales of 256,921 ounces at an average realized gold price of $1,993 per ounce in the fourth quarter of 2023. The fourth quarter decrease in gold revenue of 2% ($12 million) was due to a decrease in gold ounces sold (mainly due to the lower gold production), partially offset by an increase in the average realized gold price.
Total gold production for 2024 was 804,778 ounces (including 19,644 ounces of attributable production from Calibre) (2023 - 1,061,060 ounces), at the low end of the Company's guidance range of between 800,000 and 870,000 ounces. Consolidated gold production from the Company’s three operating mines was 785,134 ounces (2023 - 992,343 ounces), at the low end of the guidance range of between 780,000 and 850,000 ounces. In 2024, the Fekola Mine produced 392,946 ounces of gold, below the low end of its guidance range of between 420,000 and 450,000 ounces due to delays in accessing higher-grade ore from Fekola Phase 7 as a result of lower realized mine production (refer to "Review of Mining Operations and Development Projects" section below). The Masbate and Otjikoto mines continued their strong performance in 2024. The Masbate Mine produced 194,046 ounces of gold, at the upper end of its guidance range of 175,000 to 195,000 ounces, while the Otjikoto Mine produced 198,142 ounces of gold, near the mid-point of its guidance range of 185,000 to 205,000 ounces. In the fourth quarter of 2024, B2Gold’s consolidated gold production was 186,001 ounces, 25% (61,822 ounces) lower than budget and 31% (84,610 ounces) lower than the fourth quarter of 2023. In the fourth quarter of 2024, at the Fekola Mine, production was lower than expected due to the continued delays in accessing higher-grade ore from Fekola Phase 7, a result of lower realized mine production from the Fekola Phase 7 and Cardinal pits during the period. Mining and processing of these higher-grade tonnes is now expected in 2025 as equipment availability had returned to full capacity and mining rates were back to expected levels at the end of 2024. The Fekola Mine and mill are operating without limitations and gold production is being exported for refining as per its regular planned schedule. Masbate and Otjikoto both continued to outperform expectations in the fourth quarter of 2024, which partially offset the lower than expected production levels at Fekola during the fourth quarter.
For the year ended December 31, 2024, consolidated cash operating costs1 were $879 per gold ounce produced ($851 per gold ounce sold), $21 (2%) per gold ounce produced higher than budget and $248 (39%) per gold ounce produced higher than 2023. Including estimated attributable results for Calibre, cash operating costs for the year ended December 31, 2024 were $889 per gold ounce produced ($861 per gold ounce sold) at the upper end of the Company's guidance range of $835 to $895 per ounce and $235 (36%) per gold ounce produced higher than 2023. Cash operating cost per gold ounce produced for 2024 was higher than 2023 mainly as a result of higher production in 2023 compared to 2024. In the fourth quarter of 2024, consolidated cash operating costs were $968 per gold ounce produced ($966 per gold ounce sold), $247 (34%) per gold ounce produced above budget and $357 (58%) per gold ounce produced higher than the fourth quarter of 2023. Consolidated cash operating costs for the fourth quarter of 2024 were higher than budget and the fourth quarter of 2023 as a result of lower production in the fourth quarter of 2024.
Consolidated all-in sustaining costs2 for the year ended December 31, 2024 were $1,463 per gold ounce sold compared to $1,199 per gold ounce sold for 2023. Including estimated attributable results for Calibre, all-in sustaining costs for the year ended December 31, 2024 were $1,465 per gold ounce sold ($1,201 per gold ounce sold for 2023), within the Company's guidance range of $1,420 to $1,480 per ounce sold. Consolidated all-in sustaining costs for the fourth quarter of 2024 were $1,668 per gold ounce sold, $502 (43%) per ounce sold higher than the budget of $1,166 per gold ounce sold and higher than $1,264 per gold ounce sold for the fourth quarter of 2023. Consolidated all-in sustaining costs for the fourth quarter of 2024 were higher than budget as a result of lower than budgeted gold ounces sold resulting from lower than budgeted production, higher than budgeted royalties resulting from a higher than budgeted gold price, as well as new royalties implemented in 2024 for the Fekola Mine.
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”
For the year ended December 31, 2024, the Company generated a net loss of $627 million predominantly due to non-cash impairment charges on the Goose Project and the Fekola Complex (refer to "Review of Mining Operations and Development Projects" section below) compared to net income of $42 million in 2023, including a net loss attributable to the shareholders of the Company of $630 million (net loss attributable to shareholders of the Company of $0.48 per share) compared to net income attributable to shareholders of $10 million ($0.01 per share) in 2023. Adjusted net income attributable to the shareholders of the Company3 for the year ended December 31, 2024 was $207 million ($0.16 per share) compared to $347 million ($0.28 per share) in 2023. The Company generated a net loss for the fourth quarter of 2024 of $9 million compared to a net loss of $117 million for the fourth quarter of 2023. For the fourth quarter of 2024, the Company generated a net loss attributable to the shareholders of the Company of $12 million (net loss attributable to shareholders of the Company of $0.01 per share) compared to a net loss attributable to the shareholders of the Company of $113 million (net loss attributable to shareholders of the Company of $0.09 per share) in the fourth quarter of 2023. Adjusted net income attributable to shareholders of the Company for the fourth quarter of 2024 was $17 million ($0.01 per share) compared to $91 million ($0.07 per share) in the fourth quarter of 2023.
Cash flow provided by operating activities was $878 million for the year ended December 31, 2024 compared to $714 million during 2023, an increase of $164 million, due mainly to $500 million of proceeds received from the Gold Prepay (as defined below) in January 2024, partially offset by lower gold revenues, higher production costs, higher long-term inventory outflows and higher working capital outflows. During the year ended December 31, 2024, the Company paid $360 million (2023 - $239 million) of current income tax, withholding and other taxes in cash, including $95 million related to 2023 outstanding tax liability obligations and $70 million for settlement of income tax assessments as part of the Fekola Mine Memorandum of Understanding announced on September 11, 2024 as discussed below. Based on current assumptions, including an average gold price of $2,250 per ounce for 2025, the Company is forecasting to make total cash income tax payments for current income tax, withholding and other taxes in 2025 of approximately $206 million.
B2Gold continues to maintain a strong financial position and liquidity. At December 31, 2024, the Company had cash and cash equivalents of $337 million compared to cash and cash equivalents of $307 million at December 31, 2023. Working capital (defined as current assets less current liabilities) at December 31, 2024 was $321 million compared to $397 million at December 31, 2023. At December 31, 2024, the Company had $400 million drawn on the Company's $800 million revolving credit facility ("RCF") with $400 million remaining available for future draw downs. Subsequent to December 31, 2024, the RCF balance was repaid using funds raised from the Notes offering completed January 28, 2025 as described below, leaving the full balance available under the RCF for future draw downs.
During the year ended December 31, 2024, B2Gold’s Board of Directors ("Board") declared cash dividends for the first, second, third and fourth quarters of 2024 of $0.04 per common share each (or $0.16 per share on an annualized basis). On January 13, 2025, the Company announced amendments to its shareholder returns strategy to increase financial flexibility as it completes its current phase of organic growth, including the anticipated commencement of initial production from Fekola Regional in Mali, the completion of construction of the Goose Mine in Nunavut, Canada, the development of the Antelope deposit at the Otjikoto Mine in Namibia, and de-risking activities at the Gramalote Project in Colombia. Management and the Board have completed a comprehensive review of its existing dividend level and approved a change in its intended quarterly dividend rate from $0.04 per common share ($0.16 per common share on an annualized basis) to $0.02 per common share ($0.08 per common share on an annualized basis). Based on the Company’s funding requirements, including completing construction of the Goose Mine (which remains on schedule and on budget to the current timeline and total construction cost estimate as outlined in B2Gold’s September 12, 2024 news release), advancing development of the Antelope deposit at the Otjikoto Mine, de-risking activities at the Gramalote Project in Colombia, combined with the upcoming delivery of 264,768 gold ounces from July 2025 to June 2026 to satisfy the Gold Prepay, the Company determined that modifying the quarterly dividend level to $0.02 per common share is commensurate to the current growth phase of the Company and provides additional financial flexibility to advance and complete its organic growth opportunities, while still providing shareholders with a sustainable dividend moving forward. Return of 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.
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, the expected contribution from Fekola Regional starting in mid-2025, the commencement of mining of higher-grade ore at Fekola underground in mid-2025, and the commencement of gold production at the Goose Project by the end of the second quarter of 2025, partially offset by the scheduled conclusion of open pit mining activities and transition to underground mining and stockpile processing at the Otjikoto Mine in the third quarter 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
3 “Adjusted net income attributable to shareholders of the Company” is a non-IFRS measure; for a description of how we calculate this measure and a reconciliation from this measure to the most directly comparable measure specified, defined or determined under IFRS and presented in our financial statements, refer to “Non-IFRS Measures”
and $1,520 per gold ounce. Operating cost guidance for the Goose Project will be released in the second quarter of 2025 (prior to the commencement of initial production), after publication in the first quarter of 2025 of B2Gold’s initial Goose Project life of mine plan based on updated Mineral Reserves.
In January 2024, to further enhance the financial flexibility of the Company and provide additional cash liquidity as the Company continues to fund sustaining, development and growth projects across the operating portfolio, and increase financial capacity for potential growth projects in Namibia and Colombia, B2Gold entered into a series of prepaid gold sales (the "Gold Prepay") with a number of its existing RCF syndicate 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 2026). Gold deliveries can be satisfied with 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.
On January 31, 2024, the Company announced positive exploration drilling results from the Antelope deposit at the Otjikoto Mine. The Antelope deposit, which comprises the Springbok Zone, the Oryx Zone, and a possible third structure, Impala, subject to further confirmatory drilling, is located approximately 3 kilometres ("km") south of the Otjikoto open pit. On June 20, 2024, the Company announced an initial Inferred Mineral Resource estimate for the Springbok Zone, the southernmost shoot of the Antelope deposit.
B2Gold successfully completed the 2024 winter ice road ("WIR") campaign in May 2024 and delivered all necessary material from the Marine Laydown Area ("MLA") to complete the construction of the Goose Project in the second quarter of 2025. The mill is now scheduled to start wet commissioning in the second quarter of 2025 with ramp up to full production in the third quarter of 2025. The Company estimates that gold production in calendar year 2025 will be between 120,000 ounces and 150,000 ounces. Development of the open pit and underground remain a priority to ensure that adequate material is available for start-up of the mill and that Echo Pit is available for tailings placement. Open pit mining is meeting production targets and is anticipated to be ready to receive tailings when the mill starts. The underground mine is tracking slightly behind budget but remains on schedule overall for commencement of production by the end of the second quarter of 2025. B2Gold is currently reviewing final options for mining of the crown pillar and maximizing volumes of Echo Pit.
All planned construction in 2024 has been completed and project construction and development continues to progress on track for first gold pour at the Goose Project in the second quarter of 2025, followed by a ramp up to commercial production in the third quarter of 2025. Sealift offloading performance increased in 2024 due to a newly constructed barge ramp, with ten supply vessels received at the MLA, ahead of schedule. All vessels have completed the offload of supplies to the MLA as of October 2024.
In the third quarter of 2024, the Company announced that total Goose Project construction, mine development, and sustaining capital cash expenditures (“Construction and Mine Development Cost”) before first gold production estimate is now C$1,540 million. Additionally, prior to first production, the Company anticipates spending approximately C$330 million to build up working capital and stockpiles at site, which further de-risks the ramp up of the operation and will reduce operating cash expenditures in the future.
On June 5, 2024, the Company entered into a purchase and sale agreement (the “Versamet Agreement”) to sell a portfolio of nine precious and base metals royalties (the “Royalties”) to Sandbox Royalties Corp. (“Sandbox”), which has subsequently changed its name to Versamet Royalty Corporation ("Versamet"), a private, returns-focused metals royalty company (the “Royalty Sale”). Under the terms of the Versamet Agreement, Versamet acquired ownership of the Royalties and as consideration issued 153.2 million common shares to B2Gold at a price of C$0.80 per share, representing an equity ownership interest in Versamet of 33.0% valued at approximately $90 million. The Royalties are comprised of the following:
•2.7% net smelter return (“NSR”) royalty on the Kiaka Gold Project, owned by West African Resources Ltd.;
•2.7% NSR royalty on the Toega Gold Deposit, owned by West African Resources Ltd.;
•2.0% NSR royalty on the Mocoa Project, owned by Libero Copper & Gold Corp.;
•1.5% NSR royalty on the Primavera Project, owned by Calibre Mining Corp.; and
•Five additional exploration stage royalties.
The closing of the first phase of the Royalty Sale occurred on June 5, 2024, and included the royalties on the Kiaka Gold Project, the Toega Gold Deposit, the Primavera Project, and two exploration stage royalties. In connection with the first phase closing, B2Gold received 122 million shares of Versamet. The closing of the second phase of the Royalty Sale occurred on August 13, 2024 and B2Gold received an additional 17 million shares of Versamet.
On June 18, 2024, the Company announced the results of a positive PEA prepared in accordance with National Instrument 43-101 (“NI 43-101”) on its 100% owned Gramalote gold project located in the Department of Antioquia, Colombia (the “Gramalote Project”). B2Gold has commenced feasibility work with the goal of completing a feasibility study by mid-2025.
On June 20, 2024, the Company completed the sale of an aggregate 79,000,000 common shares of Calibre in the ordinary course for investment purposes by way of a block trade (the “Calibre Transaction”) for aggregate gross proceeds of $100 million (C$139 million). Immediately prior to the Calibre Transaction, B2Gold owned 110,950,333 common shares of Calibre
representing approximately 14.1% of Calibre. As a result of the Calibre Transaction, B2Gold’s ownership decreased to approximately 4.4% and no longer has the right to a seat on the Board of Directors of Calibre. The Company determined that it no longer has significant influence over Calibre and stopped equity accounting for Calibre as of June 20, 2024. In the second half of 2024, the Company disposed of its remaining 32 million share interest for proceeds of $58 million.
On September 11, 2024, the Company announced that it had reached a Memorandum of Understanding (the “MOU Agreement”) with the State of Mali (the “State”) in connection with the ongoing operation and governance of the Fekola Complex, including the development of both the underground project at the Fekola Mine (owned 80% by B2Gold and 20% by the State of Mali) and Fekola Regional. 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), which is located approximately 20 km from the Fekola Mine. The material terms of the MOU Agreement included:
•The Fekola Mine (including Fekola underground) continues to be governed by the 2012 Mining Code and the Fekola Mining Convention through 2040. This includes continued stability of the ownership, income tax and customs regimes and the Company’s dispute resolution rights under the Fekola Mining Convention;
•Distribution of all retained earnings currently attributable to the State’s 10% ordinary share interest and conversion of that interest to a 10% preferred share interest with priority dividends going forward;
•Settlement of any and all income tax assessments for the period from 2016 through 2023 and settlement of customs and regulatory disputes and assessments that are currently outstanding; and
•Acknowledgement by the State of outstanding value-added tax (“VAT”) credits and agreement on a repayment schedule outlining the timing for reimbursement of outstanding VAT, together with clear guidelines on the expectation for reimbursement of VAT going forward.
The Company made all required payments described above under the MOU Agreement by the end of December 2024.
On December 17, 2024, B2Gold completed the renewal of its RCF, increasing the total available amount from $700 million to $800 million, plus a $200 million accordion feature. The new RCF has a term until December 17, 2028. The RCF was completed with a syndicate of banks: Canadian Imperial Bank of Commerce, ING Bank N.V., The Bank of Nova Scotia, Bank of Montreal, National Bank of Canada, HSBC Bank USA, National Association and Citibank N.A., Canadian Branch.
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. The Notes 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 represents 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 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.
In connection with the issuance of the Notes, B2Gold completed a cash settled total return swap with respect to approximately $50 million of Shares which were purchased by one of the initial purchasers of the Notes. The total return swap is intended to give B2Gold economic exposure to its Shares during the term of the total return swap, which is expected to be approximately one month. Such purchases may have the effect of increasing (or reducing the size of any decrease in) the market price of the Shares. Any unwind of such hedge positions, including at settlement of the total return swap, may have the effect of decreasing (or reducing the size of any increase in) the market price of the Shares or the Notes.
On February 4, 2025, the Company announced the positive PEA results for the Antelope deposit. 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 the 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 $10 million for 2025 to de-risk the Antelope deposit development schedule by advancing early work planning, project permits, and long lead orders. Technical work including geotechnical, hydrogeological, and metallurgical testing is anticipated to be completed over the next several months. Cost and schedule assumptions will continue to be refined by working with suppliers and contractors, including running a competitive bid process for the development phase of the Antelope deposit. The PEA is preliminary in nature and is based on Inferred Mineral Resources that are considered too speculative geologically to have the engineering and economic considerations applied to them that would enable them to be categorized as Mineral Reserves, and there is no certainty that the PEA based on these Mineral Resources will be realized. Mineral Resources that are not Mineral Reserves do not have demonstrated economic viability.
REVIEW OF FINANCIAL RESULTS
Selected Quarterly and Full Year Financial and Operating Results
| Three months ended | Year ended | ||||
|---|---|---|---|---|---|
| December 31 | December 31 | ||||
| 2024 | 2023 | 2024 | 2023 | 2022 | |
| Gold revenue ($ in thousands) | 499,788 | 511,974 | 1,902,030 | 1,934,272 | 1,732,590 |
| Net (loss) income ($ in thousands) | (9,325) | (117,396) | (626,653) | 41,588 | 286,723 |
| (Loss) earnings per share – basic (1) ($/share) | (0.01) | (0.09) | (0.48) | 0.01 | 0.24 |
| (Loss) earnings per share – diluted (1) ($/share) | (0.01) | (0.09) | (0.48) | 0.01 | 0.24 |
| Cash provided by operating activities ($ in thousands) | 120,544 | 205,443 | 877,604 | 714,453 | 595,798 |
| Total assets ($ in thousands) | 4,813,998 | 4,874,619 | 4,813,998 | 4,874,619 | 3,681,233 |
| Non-current liabilities ($ in thousands) | 1,197,614 | 651,173 | 1,197,614 | 651,173 | 335,828 |
| Average realized gold price ($/ounce) | 2,661 | 1,993 | 2,373 | 1,946 | 1,788 |
| Adjusted net income(1)(2) ($ in thousands) | 17,433 | 90,697 | 206,542 | 347,203 | 263,782 |
| Adjusted earnings per share (1)(2) - basic ($) | 0.01 | 0.07 | 0.16 | 0.28 | 0.25 |
| Consolidated operations results: | |||||
| Gold sold (ounces) | 187,793 | 256,921 | 801,524 | 994,060 | 969,155 |
| Gold produced (ounces) | 186,001 | 270,611 | 785,134 | 992,343 | 973,003 |
| Production costs ($ in thousands) | 181,376 | 164,406 | 681,828 | 616,197 | 626,526 |
| Cash operating costs(2) ($/gold ounce sold) | 966 | 640 | 851 | 620 | 646 |
| Cash operating costs(2) ($/gold ounce produced) | 968 | 611 | 879 | 631 | 637 |
| Total cash costs(2) ($/gold ounce sold) | 1,235 | 769 | 1,034 | 756 | 768 |
| All-in sustaining costs(2) ($/gold ounce sold) | 1,668 | 1,264 | 1,463 | 1,199 | 1,022 |
| Operations results including equity investment in Calibre: | |||||
| Gold sold (ounces) | 187,793 | 274,980 | 821,168 | 1,062,785 | 1,024,272 |
| Gold produced (ounces) | 186,001 | 288,665 | 804,778 | 1,061,060 | 1,027,874 |
| Production costs ($ in thousands) | 181,376 | 181,801 | 706,954 | 683,963 | 684,894 |
| Cash operating costs(2) ($/gold ounce sold) | 966 | 661 | 861 | 644 | 669 |
| Cash operating costs(2) ($/gold ounce produced) | 968 | 633 | 889 | 654 | 660 |
| Total cash costs(2) ($/gold ounce sold) | 1,235 | 786 | 1,041 | 776 | 788 |
| All-in sustaining costs(2) ($/ounce gold sold) | 1,668 | 1,257 | 1,465 | 1,201 | 1,033 |
(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”.
Annual results
Revenue
Consolidated gold revenue for the year ended December 31, 2024 was $1.90 billion on sales of 801,524 ounces at an average realized gold price of $2,373 per ounce, compared to $1.93 billion on sales of 994,060 ounces at an average realized gold price of $1,946 per ounce in 2023. The decrease in gold revenue of 2% ($32 million) was due to a decrease in gold ounces sold partially offset by an increase in the average realized gold price.
For the year ended December 31, 2024, the Fekola Mine accounted for $952 million (2023 - $1.14 billion) of gold revenue from the sale of 404,458 ounces (2023 - 588,460 ounces), the Masbate Mine accounted for $464 million (2023 - $373 million) of gold revenue from the sale of 193,270 ounces (2023 - 190,800 ounces) and the Otjikoto Mine accounted for $486 million (2023 - $418 million) of gold revenue from the sale of 203,796 ounces (2023 - 214,800 ounces).
Production and operating costs
Total gold production for 2024 was 804,778 ounces (including 19,644 ounces of attributable production from Calibre) (2023 - 1,061,060 ounces), at the low end of the Company's guidance range of between 800,000 and 870,000 ounces. Consolidated gold production from the Company’s three operating mines was 785,134 ounces (2023 - 992,343 ounces), at the low end of the guidance range of between 780,000 and 850,000 ounces. In 2024, the Fekola Mine produced 392,946 ounces of gold, below the low end of its guidance range of between 420,000 and 450,000 ounces due to delays in accessing higher-grade ore from Fekola Phase 7 as a result of lower realized mine production (refer to "Review of Mining Operations and Development Projects" section below). The Masbate and Otjikoto mines continued their strong performance in 2024. The Masbate Mine produced 194,046 ounces of gold, at the upper end of its guidance range of 175,000 to 195,000 ounces, while the Otjikoto Mine produced 198,142 ounces of gold, near the mid-point of its guidance range of 185,000 to 205,000 ounces.
For the year ended December 31, 2024, consolidated cash operating costs (refer to "Non-IFRS Measures") were $879 per gold ounce produced ($851 per gold ounce sold), $21 (2%) per gold ounce produced higher than budget and $248 (39%) per gold ounce produced higher than 2023. Including estimated attributable results for Calibre, cash operating costs for the year ended December 31, 2024 were $889 per gold ounce produced ($861 per gold ounce sold) at the upper end of the Company's guidance range of $835 to $895 per ounce and $235 (36%) per gold ounce produced higher than 2023. Cash operating cost per gold ounce produced for 2024 was higher than 2023 mainly as a result of higher production in 2023 compared to 2024.
Consolidated all-in sustaining costs (refer to “Non-IFRS Measures”) for the year ended December 31, 2024 were $1,463 per gold ounce sold compared to $1,199 per gold ounce sold for 2023. Including estimated attributable results for Calibre, all-in sustaining costs for the year ended December 31, 2024 were $1,465 per gold ounce sold ($1,201 per gold ounce sold for 2023), within the Company's guidance range of $1,420 to $1,480 per ounce sold.
Depreciation and depletion
Depreciation and depletion expense, included in total cost of sales, was $367 million for the year ended December 31, 2024 compared to $402 million in 2023. The 9% decrease in depreciation expense was mainly due to a 19% decrease in gold ounces sold partially offset by an increase in the depreciation charge per ounce sold.
Royalties and production taxes
Royalties and production taxes included in total cost of sales were $147 million for the year ended December 31, 2024 compared to $136 million for the year ended December 31, 2023. The 8% increase in royalties and production taxes was mainly due to a 22% increase in average realized gold price and an increase in royalties and revenue-based production taxes and State funds for the Fekola Mine, partially offset by a 19% 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. For the year ended December 31, 2024, G&A costs decreased by $3 million to $59 million, primarily due to lower bank charges.
Share-based payment expense for the year ended December 31, 2024 was $25 million compared to $21 million for 2023. The higher share-based payment expense resulted from the issuance of the remaining shares in the Company's incentive trust in 2024.
For the year ended December 31, 2024, the Company recorded impairment charges totalling $876 million relating to the Fekola Complex of $194 million (pre-tax $215 million less $21 million deferred tax recovery) and the Goose Project of $661 million (refer to "Critical Accounting Estimates" section below). For the year ended December 31, 2023, the Company recorded impairment charges totalling $322 million consisting mainly of a $112 million impairment charge on the Gramalote Project as a result of the Company's acquisition from AngloGold Ashanti Limited ("AngloGold") of the remaining 50% stake in the Gramalote Project and a $206 million impairment charge on the Fekola Complex. The net impairment charge for the Fekola Complex was $192 million (pre-tax $206 million less $14 million deferred tax recovery).
For the year ended December 31, 2023, the Company recorded a $20 million write-down of mineral property interests relating to greenfield exploration targets.
For the year ended December 31, 2024, the Company recorded a $56 million gain on sale of mining interests in relation to the royalty portfolio sale to Versamet and recorded a $17 million gain on sale of shares in associate in relation to the sale of Calibre shares.
The Company recorded an expense for non-recoverable input taxes of $13 million for the year ended December 31, 2024 compared to $6 million for the year ended December 31, 2023.
The Company reported $24 million in foreign exchange losses for the year ended December 31, 2024 compared to foreign exchange losses of $16 million in 2023, reflecting the weakening of the Malian currency.
For the year ended December 31, 2024, the Company's estimate of its share of its associates' net income was approximately $3 million compared to $20 million in 2023. For the year ended December 31, 2024, this included an estimate of the Company's share of net loss for Versamet of $2 million. The Company will update any differences in the first quarter of 2025.
For the year ended December 31, 2023, the Company recorded a $12 million provision for recognition of Otjikoto severance costs.
Other operating expenses for the year ended December 31, 2024 were $29 million, which included $17 million for a regulatory dispute settlement in Mali and $8 million for non-capital exploration.
The Company reported $35 million in interest and financing expense for the year ended December 31, 2024 compared to $14 million in 2023 reflecting the financing costs associated with the Gold Prepay and the RCF for 2024. For the year ended December 31, 2024, the Company recorded interest income of $21 million compared to $19 million in 2023.
The Company reported a loss on change in fair value of the gold stream obligation of $27 million for the year ended December 31, 2024 resulting from changes in life-of-mine ounce profile, gold forward curve prices and interest rates compared to a loss of $12 million for the year ended December 31, 2023.
For the year ended December 31, 2024, the Company recorded a dilution loss on its investment in Calibre of $9 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.
Other non-operating expense for the year ended December 31, 2024 was $8 million compared to an other non-operating expense for the year ended December 31, 2023 of $3 million. The non-operating expense for the year ended December 31, 2024 mainly consisted of a $7 million expected credit loss on the loan to an associate.
Current income tax, withholding and other taxes
For the year ended December 31, 2024, the Company recorded a net current income, withholding and other taxes expense of $320 million compared to $290 million in 2023, consisting of current income tax of $264 million (2023 - $227 million), the 20% priority dividend to the State of Mali of $26 million (2023 - $36 million) and withholding tax (on intercompany dividends/management fees) of $29 million (2023 - $27 million). The priority dividend is accounted for as an income tax in accordance with IAS 12, Income Taxes. Compared to 2023, current tax expense for 2024 was higher mainly as a result of an increase in Fekola Mine tax audit accruals of $67 million and an increase in the Fekola priority dividend of $13 million pursuant to the MOU Agreement signed with the State of Mali in September 2024, which was partially offset by the effects of lower income for 2024 as compared to 2023. For the year ended December 31, 2024, the Company recorded a deferred income tax recovery of $2 million compared to a deferred income tax recovery of $11 million in 2023. The 2024 deferred tax recovery includes $32 million lower future withholding taxes and $42 million higher foreign exchange effects. These temporary differences mainly arise from differences in accounting and taxable income mainly due to the Fekola Complex impairment and lower tax depreciation for Otjikoto.
For the year ended December 31, 2024, the Company generated a net loss of $627 million predominantly due to non-cash impairment charges on the Goose Project and the Fekola Complex (refer to "Review of Mining Operations and Development Projects" section below) compared to net income of $42 million in 2023 including a net loss attributable to the shareholders of the Company of $630 million (net loss attributable to shareholders of the Company of $0.48 per share) compared to $10 million ($0.01 per share) in 2023. Adjusted net income attributable to the shareholders of the Company (refer to “Non-IFRS Measures”) for the year ended December 31, 2024 was $207 million ($0.16 per share) compared to $347 million ($0.28 per share) in 2023. Adjusted net income for the year ended December 31, 2024 excluded impairment of long-lived assets of $858 million (refer to "Critical Accounting Estimates" section below), gain on sale of shares of associate of $17 million, gain on sale of mining interests of $56 million, regulatory dispute settlement of $15 million, loss on change in fair value of the gold stream obligation of $27 million, dilution loss on investment in Calibre of $9 million and deferred income tax recovery of $3 million.
Cash flow provided by operating activities was $878 million for the year ended December 31, 2024 compared to $714 million during 2023, an increase of $164 million, due mainly to $500 million of proceeds received from the Gold Prepay in January 2024, partially offset by lower gold revenues, higher production costs, higher long-term inventory outflows and higher working capital outflows. During the year ended December 31, 2024, the Company paid $360 million (2023 - $239 million) of current income tax, withholding and other taxes in cash, including $95 million related to 2023 outstanding tax liability obligations and $70 million for the settlement of Fekola Mine income tax assessments under the MOU Agreement signed with the State of Mali in September 2024. Based on current assumptions, including an average gold price of $2,250 per ounce for 2025, the Company is forecasting to make total cash income tax payments for current income tax, withholding and other taxes in 2025 of approximately $206 million.
B2Gold continues to maintain a strong financial position and liquidity. At December 31, 2024, the Company had cash and cash equivalents of $337 million compared to cash and cash equivalents of $307 million at December 31, 2023. Working capital (defined as current assets less current liabilities) at December 31, 2024 was $321 million compared to $397 million at December 31, 2023. At December 31, 2024, the Company had $400 million drawn on the Company's $800 million RCF with $400 million remaining available for future draw downs. Subsequent to December 31, 2024, the RCF balance was repaid using funds raised from the Notes offering completed in January 2025 as described below, leaving the full balance available under the RCF for future draw downs.
Fourth quarter 2024 and 2023
Revenue
For the fourth quarter of 2024, consolidated gold revenue was $500 million on sales of 187,793 ounces at an average realized gold price of $2,661 per ounce, compared to $512 million on sales of 256,921 ounces at an average realized gold price of $1,993 per ounce in the fourth quarter of 2023. The fourth quarter decrease in gold revenue of 2% ($12 million) was due to a decrease in gold ounces sold (mainly due to the lower gold production), partially offset by an increase in the average realized gold price.
In the fourth quarter of 2024, the Fekola Mine accounted for $230 million (fourth quarter of 2023 - $256 million) of gold revenue from the sale of 86,453 ounces (fourth quarter of 2023 - 128,321 ounces), the Masbate Mine accounted for $136 million (fourth quarter of 2023 - $107 million) of gold revenue from the sale of 51,010 ounces (fourth quarter of 2023 - 53,500 ounces), the Otjikoto Mine accounted for $134 million (fourth quarter of 2023 - $149 million) of gold revenue from the sale of 50,330 ounces (fourth quarter of 2023 - 75,100 ounces).
Production and operating costs
In the fourth quarter of 2024, B2Gold’s consolidated gold production was 186,001 ounces, 25% (61,822 ounces) lower than budget and 31% (84,610 ounces) lower than the fourth quarter of 2023. In the fourth quarter of 2024, at the Fekola Mine, production was lower than expected due to the continued delays in accessing higher-grade ore from Fekola Phase 7, a result of lower realized mine production from the Fekola Phase 7 and Cardinal pits during the period. Mining and processing of these higher-grade tonnes is now expected in 2025 as equipment availability had returned to full capacity and mining rates were back to expected levels at the end of 2024. The Fekola Mine and mill are operating without limitations and gold production is being exported for refining as per its regular planned schedule. Masbate and Otjikoto both continued to outperform expectations in the fourth quarter of 2024, which partially offset the lower than expected production levels at Fekola during the fourth quarter.
In the fourth quarter of 2024, consolidated cash operating costs (refer to "Non-IFRS Measures") were $968 per gold ounce produced ($966 per gold ounce sold), $247 (34%) per gold ounce produced above budget and $357 (58%) per gold ounce produced higher than the fourth quarter of 2023. Consolidated cash operating costs for the fourth quarter of 2024 were higher than budget and the fourth quarter of 2023 as a result of lower production in the fourth quarter of 2024.
Consolidated all-in sustaining costs (refer to "Non-IFRS Measures") for the fourth quarter of 2024 were $1,668 per gold ounce sold, $502 (43%) per ounce sold higher than the budget of $1,166 per gold ounce sold and higher than $1,264 per gold ounce sold for the fourth quarter of 2023. Consolidated all-in sustaining costs for the fourth quarter of 2024 were higher than budget as a result of lower than budgeted gold ounces sold resulting from lower than budgeted production, higher than budgeted royalties resulting from a higher than budgeted gold price as well as new royalties and revenue-based taxes and State funds implemented in 2024 for the Fekola Mine.
Depreciation and depletion
Depreciation and depletion expense included in total cost of sales was $94 million in the fourth quarter of 2024 compared to $109 million in the fourth quarter of 2023. The 14% decrease in depreciation expense was primarily due to a 27% decrease in the gold ounces sold partially offset by an increase in the depreciation charge per ounce of gold sold.
Royalties and production taxes
Royalties and production taxes included in total cost of sales were $51 million for the fourth quarter of 2024 compared to $33 million in the fourth quarter of 2023. The 55% increase in royalties and production taxes resulted mainly from an increase in the royalties and revenue based production taxes and State funds for the Fekola Mine, partially offset by a 27% decrease in gold ounces sold.
Other
G&A for the fourth quarter of 2024 of $19 million which was $2 million lower than the fourth quarter of 2023, primarily due to lower bank charges.
Share-based payment expense for the fourth quarter of 2024 was $10 million, $5 million higher than the fourth quarter of 2023. The higher share-based payment expense resulted from the issuance of the remaining shares from the Company's incentive trust in the fourth quarter of 2024.
For the fourth quarter of 2023, the Company recorded impairment charges totalling $206 million on the Fekola Complex. The net impairment charge for the Fekola Complex was $192 million (pre-tax $206 million less $14 million deferred income tax recovery).
The Company recorded foreign exchange losses of $16 million for the fourth quarter of 2024 compared to $1 million for the fourth quarter of 2023, reflecting the weakening of the Malian currency.
Other operating income for the fourth quarter of 2024 of $5 million included $8 million for a net realizable value adjustment reversal to the Goose Project ore stockpile partially offset by $2 million for non-capital exploration.
The Company reported $11 million in interest and financing expense for the fourth quarter of 2024 compared to $5 million in the fourth quarter of 2023 as a result of financing expense related to the Gold Prepay. For the fourth quarter of 2024, the Company recorded interest income of $4 million compared to $3 million in the fourth quarter of 2023.
The Company reported a loss on change in fair value of the gold stream obligation of $6 million for the fourth quarter of 2024 resulting from changes in long-term gold prices and interest rates compared to a loss of $19 million for the fourth quarter of 2023.
Other non-operating expense for the fourth quarter of 2024 was $10 million compared to other non-operating income for the fourth quarter of 2023 of $1 million. The non-operating expense for the fourth quarter of 2024 mainly consisted of a $7 million expected credit loss on the loan to an associate.
For the fourth quarter of 2024, the Company recorded a net current income, withholding and other taxes expense of $87 million compared to $74 million in the fourth quarter of 2023, consisting of current income tax of $49 million (fourth quarter of 2023 - $64 million), the 20% priority dividend to the State of Mali of $16 million (fourth quarter of 2023 - $8 million) and withholding tax (on dividends from subsidiaries/intercompany interest/management fees) of $22 million (fourth quarter of 2023 - $2 million). The priority dividend is accounted for as an income tax in accordance with IAS 12, Income Taxes. During the fourth quarter of 2024, the priority dividend rate increased from 10% to 20% retroactive to the beginning of the year. Compared to the fourth quarter of 2023, current tax expense for the fourth quarter of 2024 was $15 million lower mainly because of lower income in the fourth quarter of 2024. This decrease was more than offset by $20 million higher withholding tax on intercompany dividends and $8 million higher priority dividends in the fourth quarter of 2024. For the fourth quarter of 2024, the Company recorded a deferred income tax expense of $31 million compared to a deferred income tax recovery of $13 million in the fourth quarter of 2023. The fourth quarter of 2024 deferred tax expense includes $29 million lower future withholding taxes, $50 million higher foreign exchange effects and $23 million of other changes mainly due to higher temporary differences between accounting and taxable income.
Net loss for the fourth quarter of 2024 was $9 million compared to a net loss of $117 million for the fourth quarter of 2023. For the fourth quarter of 2024, the Company generated a net loss attributable to the shareholders of the Company of $12 million (net loss attributable to shareholders of the Company of $0.01 per share) compared to a net loss attributable to the shareholders of the Company of $113 million (net loss attributable to shareholders of the Company of $0.09 per share) in the fourth quarter of 2023. Adjusted net income attributable to shareholders of the Company (refer to “Non-IFRS Measures”) for the fourth quarter of 2024 was $17 million ($0.01 per share) compared to $91 million ($0.07 per share) in the fourth quarter of 2023. Adjusted net income in the fourth quarter of 2024 excluded loss on the change in fair value of gold stream obligation of $6 million and deferred income tax expense of $27 million.
REVIEW OF MINING OPERATIONS AND DEVELOPMENT PROJECTS
Fekola Mine - Mali
| Three months ended | Year ended | |||
|---|---|---|---|---|
| December 31 | December 31 | |||
| 2024 | 2023 | 2024 | 2023 | |
| Gold revenue ($ in thousands) | 229,779 | 255,509 | 951,676 | 1,143,781 |
| Gold sold (ounces) | 86,453 | 128,321 | 404,458 | 588,460 |
| Average realized gold price ($/ounce) | 2,658 | 1,991 | 2,353 | 1,944 |
| Tonnes of ore milled | 2,442,390 | 2,419,637 | 9,891,717 | 9,408,400 |
| Grade (grams/tonne) | 1.17 | 1.99 | 1.34 | 2.13 |
| Recovery (%) | 91.9 | 93.4 | 92.6 | 92.3 |
| Gold production (ounces) | 84,015 | 143,010 | 392,946 | 590,243 |
| Production costs ($ in thousands) | 107,778 | 82,921 | 384,221 | 333,215 |
| Cash operating costs(1) ($/gold ounce sold) | 1,247 | 646 | 950 | 566 |
| Cash operating costs(1) ($/gold ounce produced) | 1,192 | 605 | 990 | 572 |
| Total cash costs(1) ($/gold ounce sold) | 1,684 | 809 | 1,198 | 729 |
| All-in sustaining costs(1) ($/gold ounce sold) | 2,237 | 1,444 | 1,723 | 1,194 |
| Capital expenditures ($ in thousands) | 59,571 | 87,830 | 257,776 | 298,942 |
| Exploration ($ in thousands) | 1,292 | 2,022 | 4,428 | 3,728 |
(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 392,946 ounces of gold for the full year 2024, below the low-end of its annual guidance range of between 420,000 and 450,000 ounces due to the significant delays in accessing the higher-grade ore from Fekola Phase 7 and 33% (197,297 ounces) lower compared to 2023. At the end of 2024, equipment availability was at full capacity and mining rates were as expected, with gold production to start 2025 meeting expectations. The Fekola Mine and mill are operating without limitations and gold production is being exported for refining as per its regular planned schedule. For the year ended December 31, 2024, mill feed grade was 1.34 g/t compared to budget of 1.77 g/t and 2.13 g/t in 2023; mill throughput was 9.89 million tonnes (an annual record) compared to budget of 9.38 million tonnes and 9.41 million tonnes in 2023; and gold recovery averaged 92.6% compared to budget of 90.8% and 92.3% in 2023. In the fourth quarter of 2024, the Fekola Mine in Mali produced 84,015 ounces of gold, 45% (68,098 ounces) lower than budgeted and 41% (58,995 ounces) lower compared to the fourth quarter of 2023, largely due to delays experienced in accessing higher-grade ore in Fekola Phase 7, a result of lower realized mine production from the Fekola Phase 7 and Cardinal pits during the period. Damage to an excavator earlier in 2024 and the subsequent need for replacement equipment impacted equipment availability throughout 2024, reducing tonnes mined, which continued to affect the availability of higher-grade ore of Fekola Phase 7 during the fourth quarter of 2024 resulting in less higher-grade ore processed. Mining and processing of these higher-grade tonnes is now expected in 2025 as equipment availability and utilization having returned to full capacity with mining rates at the end of 2024 exceeding budgeted mining rates for 2025. Despite short term variations, overall mined ore volumes and grades continue to reconcile relatively well with modelled values. The Fekola processing facilities continued to perform well with 2.4 million tonnes processed during the fourth quarter of 2024. During the fourth quarter of 2024, the Fekola processing facilities continued to outperform budget as a result of continued favorable ore fragmentation and continued optimization of the grinding circuit. For the fourth quarter of 2024, mill feed grade was 1.17 g/t compared to budget of 2.15 g/t and 1.99 g/t in the fourth quarter of 2023; mill throughput was 2.44 million tonnes compared to budget of 2.41 million tonnes and 2.42 million tonnes in the fourth quarter of 2023; and gold recovery averaged 91.9% compared to budget of 91.4% and 93.4% in the fourth quarter of 2023.
For the year ended December 31, 2024, the Fekola Mine's cash operating costs (refer to “Non-IFRS Measures”) of $990 per ounce produced ($950 per gold ounce sold) were above the higher end of Fekola's guidance range of between $870 to $930 per ounce and $418 (73%) per ounce produced higher than in 2023. Fekola's cash operating costs per ounce produced for the year ended December 31, 2024 were above the higher end of the guidance range, primarily the result of lower than budgeted production and higher than budgeted production costs due to lower than budgeted deferred stripping and stockpile inventory changes. Fekola’s cash operating costs for the fourth quarter of 2024 were $1,192 per gold ounce produced ($1,247 per gold ounce sold), $568 (91%) per ounce produced higher than the budget of $624 per ounce produced and higher than the $605 per gold ounce produced for the fourth quarter of 2023. For the fourth quarter of 2024, cash operating costs per ounce produced were higher compared to budget and the fourth quarter of 2023 for the same reasons noted above.
All-in sustaining costs (refer to “Non-IFRS Measures”) for the Fekola Mine for the year ended December 31, 2024 were $1,723 per gold ounce sold, higher than the guidance range of between $1,510 and $1,570 per ounce. For the year ended December 31, 2023, all-in sustaining costs were $1,194 per gold ounce sold. All-in sustaining costs for the year ended December 31, 2024 were above the Fekola Mine's guidance range as a result of lower than budgeted gold ounces sold resulting from lower than budgeted production and higher than budgeted royalties resulting from a higher than budgeted gold price as well as new royalties and revenue based production taxes and State funds implemented later in the third quarter of 2024. All-in sustaining costs for the fourth quarter of 2024 were $2,237 per gold ounce sold compared to a budget of $1,084 per gold ounce sold and $1,444 per gold ounce sold in the fourth quarter of 2023. As with the full year 2024, all-in sustaining costs per ounce for the fourth quarter of 2024 were higher than budgeted as a result of lower than budgeted gold ounces sold and higher than budgeted royalties and revenue-based production taxes and State funds.
Capital expenditures for the year ended December 31, 2024 totalled $258 million, primarily consisting of $63 million for deferred stripping, $58 million for mobile equipment purchases and rebuilds, $34 million for tailings storage facility ("TSF") expansion and equipment, $64 million for the development of the Fekola underground mine, $21 million for the expansion of the solar power plant, $8 million for process and power plant and $5 million for other mining sustaining capital. Capital expenditures in the fourth quarter of 2024 totalled $60 million, primarily consisting of $9 million for deferred stripping, $21 million for mobile equipment purchases and rebuilds, $6 million for TSF expansion and equipment, $17 million for the development of the Fekola underground mine and $2 million for the expansion of the solar power plant.
On September 11, 2024, the Company announced that it entered into the MOU Agreement with the State of Mali in connection with the ongoing operation and governance of the Fekola Complex, including the development of both the underground project at the Fekola Mine (owned 80% by B2Gold and 20% by the State of Mali) and Fekola Regional. 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 material terms of the MOU Agreement include:
•The Fekola Mine (including Fekola underground) continues to be governed by the 2012 Mining Code and the Fekola Mining Convention through 2040. This includes continued stability of the ownership, income tax and customs regimes and the Company’s dispute resolution rights under the Fekola Mining Convention;
•Distribution of all retained earnings currently attributable to the State’s 10% ordinary share interest and conversion of that interest to a 10% preferred share interest with priority dividends going forward (Distributed: $107 million was distributed to the State in the fourth quarter of 2024);
•Settlement of any and all income tax assessments for the period from 2016 through 2023 and settlement of customs and regulatory disputes and assessments currently outstanding (Settled: The Company made payments of $17 million in the third quarter of 2024 and $70 million in the fourth quarter of 2024 as final settlement of income tax assessments and customs and regulatory disputes); and
•Acknowledgement by the State of outstanding VAT credits and agreement on a repayment schedule outlining the timing for reimbursement of outstanding VAT, together with clear guidelines on the expectation for reimbursement of VAT going forward.
As outlined above, upon approval of the Fekola Board of Directors and completion of remaining local statutory requirements, Fekola in the fourth quarter of 2024 distributed $107 million to the State reflecting the amount of retained earnings already accrued to the State as at December 31, 2023, from its ordinary share ownership. For 2024 onwards, the State holds a 20% preferred share interest, and the remaining 80% interest in Fekola continues to be held by B2Gold as an ordinary share interest.
The Company has agreed to begin to pay taxes on Fekola Mine fuel imports that were previously exonerated under the Fekola Mining Convention. To offset the cost of these taxes, the State has agreed to a 2% reduction in revenue-based taxes and royalties to be applied to the entire Fekola Complex, which includes both the Fekola Mine and Fekola Regional. The 2% reduction in revenue-based taxes and royalties is expected to offset substantially all of the cost of Fekola Mine fuel taxes going forward.
The Fekola Mining Convention stabilized the income tax and customs regimes in place when the Fekola mining license was issued in 2014. Under the terms of the MOU Agreement, B2Gold and the State have agreed that the revenue-based production tax royalties, which in the Company’s view does not meet the definition of an income tax under the 2012 Mining Code and that the State infrastructure, local development and mining funds introduced or clarified by the 2023 Mining Code and its related Implementation Decree, will apply to the Fekola Mine. The material terms of the MOU Agreement described above were included in the key estimates used to determine the fair value estimate for the Fekola Complex as of June 30, 2024, which resulted in a non-cash net impairment charge previously disclosed in the second quarter of 2024 financial statements. Under the terms of the MOU Agreement, the State has agreed that the Company will be entitled to realize the benefit of any terms that are more favorable than those agreed to as at the date of the MOU Agreement in the event of any subsequent amendment to the 2023 Mining Code or Implementation Decree.
As part of the MOU Agreement, the State has also committed to issuing the Company the exploitation permits for Fekola Regional and approving the exploitation phase for Fekola underground in an expeditious manner. The development of Fekola Regional is expected to demonstrate positive economics through the enhancement of the overall production profile and the extension of mine life of the Fekola Complex by providing additional higher-grade open-pit ore to be trucked approximately 20 km and fed into the Fekola mill. Trucking of higher-grade open-pit ore from the Fekola Regional to the Fekola mill is expected to contribute approximately 180,000 ounces of additional annual gold production per year in its first four full years of production from 2026 through 2029. Importantly, the haul road from Fekola Regional to the Fekola Mine is operational as construction of the
haul roads and mining infrastructure (warehouse, workshop, fuel depot and offices) was completed on schedule in 2023. Upon issuance of the exploitation permits for Fekola Regional, now expected in the first quarter of 2025, mining operations will begin with initial gold production expected to commence in mid-2025. Approval of the exploitation phase to mine higher-grade ore from the Fekola underground is anticipated to be received in the second quarter of 2025 with initial gold production from Fekola underground expected to commence in mid-2025.
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 Regional and Fekola underground in mid-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.
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 expected to be weighted approximately 40% to the first half of 2025 and 60% to the second half of 2025.
Capital expenditures in 2025 at Fekola are expected to total approximately $234 million. Approximately $197 million are expected to be classified as sustaining capital expenditures and $37 million are expected to be classified as non-sustaining capital expenditures. Sustaining capital expenditures are expected to include approximately: $106 million for deferred stripping, $44 million for new and replacement Fekola mining equipment, $15 million for TSF construction, $14 million for underground development, $7 million for other mining costs, $5 million for general site expenses, $4 million for powerhouse, and $2 million for process plant. Non-sustaining capital expenditures are expected to include $21 million for underground development, $14 million for regional development, and $2 million for mining equipment.
Masbate Mine – Philippines
| Three months ended | Year ended | |||
|---|---|---|---|---|
| December 31 | December 31 | |||
| 2024 | 2023 | 2024 | 2023 | |
| Gold revenue ($ in thousands) | 135,976 | 107,063 | 464,141 | 372,902 |
| Gold sold (ounces) | 51,010 | 53,500 | 193,270 | 190,800 |
| Average realized gold price ($/ounce) | 2,666 | 2,001 | 2,402 | 1,954 |
| Tonnes of ore milled | 2,190,610 | 2,077,503 | 8,600,241 | 8,302,075 |
| Grade (grams/tonne) | 0.95 | 0.90 | 0.96 | 0.97 |
| Recovery (%) | 74.1 | 77.0 | 72.8 | 74.5 |
| Gold production (ounces) | 49,534 | 46,490 | 194,046 | 193,502 |
| Production costs ($ in thousands) | 38,392 | 43,733 | 161,462 | 160,952 |
| Cash operating costs(1) ($/gold ounce sold) | 753 | 817 | 835 | 844 |
| Cash operating costs(1) ($/gold ounce produced) | 835 | 910 | 838 | 859 |
| Total cash costs(1) ($/gold ounce sold) | 897 | 933 | 974 | 966 |
| All-in sustaining costs(1) ($/gold ounce sold) | 1,102 | 1,118 | 1,155 | 1,143 |
| Capital expenditures ($ in thousands) | 9,534 | 9,195 | 29,763 | 30,142 |
| Exploration ($ in thousands) | 610 | 1,067 | 3,649 | 3,808 |
(1)Non-IFRS measure. For a description of how these measures are calculated and a reconciliation of these measures to the most directly comparable measures specified, defined or determined under IFRS and presented in the Company’s financial statements, refer to “Non-IFRS Measures”.
The Masbate Mine in the Philippines continued its strong operational performance in 2024, producing 194,046 ounces of gold, at the upper end of its guidance range of 175,000 to 195,000 ounces and consistent with the year ended December 31, 2023. For the year ended December 31, 2024, mill feed grade was 0.96 g/t compared to budget of 0.93 g/t and 0.97 g/t in 2023; mill throughput was 8.60 million tonnes compared to budget of 7.94 million tonnes and 8.30 million tonnes in 2023; and gold recovery averaged 72.8% compared to budget of 76.0% and 74.5% in 2023. In the fourth quarter of 2024, Masbate produced 49,534 ounces of gold, 10% (4,324 ounces) higher than budget as a result of higher than anticipated mill throughput and slightly higher ore grade than budgeted, partially offset by slightly lower than expected gold recovery. Fourth quarter of 2024 mill feed grade was 0.95 g/t compared to budget of 0.95 g/t and 0.90 g/t in the fourth quarter of 2023; mill throughput was 2.19 million tonnes compared to budget of 1.97 million tonnes and 2.08 million tonnes in the fourth quarter of 2023; and gold recovery averaged 74.1% compared to budget of 76.4% and 77.0% in the fourth quarter of 2023. Fourth quarter of 2024 gold production was higher by 7% (3,044 ounces) compared to the fourth quarter of 2023 due to higher processed ore grade and higher mill throughput.
The Masbate Mine’s cash operating costs (refer to “Non-IFRS Measures”) of $838 per ounce produced for the year ended December 31, 2024 ($835 per gold ounce sold) were below the lower end of the guidance range of between $910 to $970 per ounce and consistent with the year ended December 31, 2023. Cash operating costs per gold ounce produced for the year ended December 31, 2024 were below budget primarily due to higher than budgeted gold production, lower than anticipated mining and processing costs and higher mill productivity. The Masbate Mine's cash operating costs for the fourth quarter of 2024 were $835 per gold ounce produced ($753 per gold ounce sold) which was $135 (14%) per ounce produced lower than budget and $75 (8%) per ounce produced lower than the fourth quarter of 2023. The reasons for the variances in cash operating costs per ounce produced for the fourth quarter of 2024 compared to budget were similar to those noted for the year ended December 31, 2024.
All-in sustaining costs (refer to “Non-IFRS Measures”) for the Masbate Mine were $1,155 per gold ounce sold for the year ended December 31, 2024, well below the lower end of its guidance range of between $1,260 and $1,320 per ounce sold and consistent with the $1,143 per gold ounce sold for the year ended December 31, 2023. All-in sustaining costs for the year ended December 31, 2024 were lower than the guidance range as a result of higher than budgeted gold ounces sold, lower than budgeted cash operating costs described above and lower than budgeted sustaining capital expenditures, partially offset by higher gold royalties resulting from a higher than budgeted average realized gold price. All-in sustaining costs for the fourth quarter of 2024 were $1,102 per gold ounce sold compared to a budget of $1,287 per gold ounce sold and $1,118 per gold ounce sold in the fourth quarter of 2023. All-in sustaining costs for the fourth quarter of 2024 were below budget as a result of higher than budgeted gold ounces sold, lower than budgeted cash operating costs described above, partially offset by higher than budgeted sustaining capital expenditures and higher gold royalties resulting from a higher than budgeted average realized gold price.
Capital expenditures totalled $30 million in 2024, primarily consisting of mobile equipment rebuilds and purchases of $14 million, $3 million in deferred stripping, $3 million for process plant upgrades, $3 million for expansion of the existing TSF and $2 million for land purchases. Capital expenditures for the fourth quarter of 2024 totalled $10 million, primarily consisting of $4 million for mobile equipment rebuilds and purchases, $1 million in deferred stripping and $1 million for expansion of the existing TSF and $1 million for powerhouse rebuilds.
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.
Capital expenditures for 2025 at Masbate are expected to total $47 million. Approximately $30 million are expected to be classified as sustaining capital expenditures and $17 million are expected to be classified as non-sustaining capital expenditures. Sustaining capital expenditures are expected to include $8 million for deferred stripping, $7 million for mining equipment rebuilds and replacements, $6 million for construction of a new solar plant, $5 million for tailings storage facility construction, $3 million for processing, and $1 million for general site facilities. Non-sustaining capital expenditures are expected to include $13 million for Pajo pit land acquisition and $4 million for Pajo development.
Otjikoto Mine - Namibia
| Three months ended | Year ended | |||
|---|---|---|---|---|
| December 31 | December 31 | |||
| 2024 | 2023 | 2024 | 2023 | |
| Gold revenue ($ in thousands) | 134,034 | 149,402 | 486,213 | 417,589 |
| Gold sold (ounces) | 50,330 | 75,100 | 203,796 | 214,800 |
| Average realized gold price ($/ounce) | 2,663 | 1,989 | 2,386 | 1,944 |
| Tonnes of ore milled | 788,536 | 888,561 | 3,338,384 | 3,443,308 |
| Grade (grams/tonne) | 2.10 | 2.88 | 1.87 | 1.91 |
| Recovery (%) | 98.6 | 98.5 | 98.6 | 98.6 |
| Gold production (ounces) | 52,452 | 81,111 | 198,142 | 208,598 |
| Production costs ($ in thousands) | 35,206 | 37,752 | 136,145 | 122,030 |
| Cash operating costs(1) ($/gold ounce sold) | 700 | 503 | 668 | 568 |
| Cash operating costs(1) ($/gold ounce produced) | 733 | 451 | 699 | 585 |
| Total cash costs(1) ($/gold ounce sold) | 806 | 582 | 763 | 646 |
| All-in sustaining costs(1) ($/gold ounce sold) | 913 | 816 | 951 | 984 |
| Capital expenditures ($ in thousands) | 2,714 | 14,797 | 28,842 | 61,063 |
| Exploration ($ in thousands) | 2,634 | 1,410 | 7,825 | 3,863 |
(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, had a strong finish to 2024 and produced 198,142 ounces of gold, near the mid-point of its guidance range of between 185,000 and 205,000 ounces and 5% (10,456 ounces) lower compared to 2023, mainly due to the planned processing of slightly lower grade ore in 2024 as compared to 2023, as well as lower mill throughput as a result of SAG mill girth gear maintenance repairs completed during 2024. For the year ended December 31, 2024, mill feed grade was 1.87 g/t compared to budget of 1.77 g/t and 1.91 g/t in 2023; mill throughput was 3.34 million tonnes compared to budget of 3.41 million tonnes and 3.44 million tonnes in 2023; and gold recovery averaged 98.6% compared to budget of 98.0% and 98.6% in 2023. In the fourth quarter of 2024, the Otjikoto Mine produced 52,452 ounces of gold which was 4% (1,952 ounces) above budget and 35% (28,659 ounces) lower than the fourth quarter of 2023 mainly due to the planned processing of lower grade ore in the fourth quarter of 2024 as compared to the fourth quarter of 2023, as well as lower than budgeted mill throughput during the fourth quarter of 2024, a result of SAG mill girth gear maintenance repairs completed during the quarter. For the fourth quarter of 2024, mill feed grade was 2.10 g/t compared to budget of 1.87 g/t and 2.88 g/t in the fourth quarter of 2023; mill throughput was 0.79 million tonnes compared to budget of 0.86 million tonnes and 0.89 million tonnes in the fourth quarter of 2023; and gold recovery averaged 98.6% compared to budget of 98.0% and 98.5% in the fourth quarter of 2023.
Ore production from the Wolfshag underground mine for the fourth quarter of 2024 averaged over 1,650 tonnes per day at an average grade of 3.61 g/t gold. Open pit mining operations at the Otjikoto Mine are expected to conclude in 2025, while processing operations are expected to continue until economically viable stockpiles are exhausted in 2032. Underground operations under the current Otjikoto mine plan are projected to continue into 2027 with potential to extend underground operations if the ongoing underground exploration program is successful in identifying additional underground mineral deposits.
On January 31, 2024, the Company announced positive exploration drilling results from the Antelope deposit at the Otjikoto Mine. The Antelope deposit, which comprises the Springbok Zone, the Oryx Zone, and a possible third structure, Impala, subject to further confirmatory drilling, is located approximately 3 kilometres ("km") south of the Otjikoto open pit. On June 20, 2024, the Company announced an initial Inferred Mineral Resource estimate for the Springbok Zone, the southernmost shoot of the Antelope deposit. Over 40,000 metres ("m") have been drilled into the Springbok Zone to date, with 33 holes totaling 16,950 m completed in 2024, to establish the 50 x 50 m spacing that informs this initial Inferred Mineral Resource estimate. Recent drilling at the Springbok Zone remains open southward, indicating additional exploration potential beyond the currently defined resource. The Company determined that the initial Inferred Mineral Resource estimate of 1.75 million tonnes grading 6.91 g/t gold for a total of 390,000 ounces of gold ounces was sufficient to initiate a preliminary economic assessment ("PEA") on development of the deposit by underground mining methods, similar to the Wolfshag deposit. Mineral Resources that are not Mineral Reserves do not have demonstrated economic viability. There is no guarantee that all or any part of the Mineral Resource will be converted into a Mineral Reserve. Inferred Resources are considered too geologically speculative to have mining and economic considerations applied to them that would enable them to be categorized as Mineral Reserves.
On February 4, 2025, the Company announced the positive PEA results for the Antelope deposit. 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 the 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 for 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.
The Otjikoto Mine's cash operating costs (refer to “Non-IFRS Measures”) for the year ended December 31, 2024 were $699 per gold ounce produced ($668 per gold ounce sold), at the low end of its guidance range of between $685 to $745 per ounce produced. Cash operating costs per ounce produced for the year ended December 31, 2024 were below the guidance range as a result of higher than budgeted gold ounces produced. For the fourth quarter of 2024, the Otjikoto Mine's cash operating costs were $733 per gold ounce produced ($700 per ounce gold sold), compared to a budget of $788 per ounce produced. Lower than budget cash operating costs per ounce produced for the fourth quarter of 2024 were driven by higher than budgeted gold ounces produced and higher than budgeted net increases in stockpiled ore from open pits. Cash operating costs per ounce produced for the fourth quarter of 2024 and the year ended December 31, 2024 were 63% and 19% higher respectively, than the fourth quarter of 2023 and the year ended December 31, 2023, respectively, mainly as a result of higher ounces produced in 2023.
All-in sustaining costs (refer to “Non-IFRS Measures”) for the Otjikoto Mine for the year ended December 31, 2024 were $951 per gold ounce sold below the low end of its guidance range of $960 to $1,020 per ounce sold and lower compared to $984 per gold ounce sold in 2023. All-in sustaining costs for the year ended December 31, 2024 were below the low-end of the guidance range as a result of offsetting factors. Higher than budgeted gold ounces sold and lower than budgeted cash operating costs described above were offset by higher gold royalties resulting from a higher than budgeted average realized gold price. All-in sustaining costs for the fourth quarter of 2024 were $913 per gold ounce sold, in line with the budget of $912 per gold ounce sold and higher than $816 per gold ounce sold in the fourth quarter of 2023.
Capital expenditures totalled $29 million in 2024, primarily consisting of $20 million for deferred stripping for the Otjikoto pit and $8 million for Wolfshag underground development. Capital expenditures for the fourth quarter of 2024 totalled $3 million, primarily consisting of $2 million for Wolfshag underground development.
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 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.
Capital expenditures in 2025 at Otjikoto are expected to total $39 million, a small increase from total estimated capital expenditures in 2024. Approximately $29 million are expected to be classified as sustaining capital expenditures and $10 million are expected to be classified as non-sustaining capital expenditures. Sustaining capital expenditures are expected to include $16 million for underground development, $7 million for TSF construction, and $6 million for mobile equipment replacement and rebuilds. Non-sustaining capital expenditures are expected to include approximately $10 million to initiate Antelope deposit development.
Investment in Calibre
On January 24, 2024, Calibre completed its acquisition of Marathon Gold Corp. and issued 249,813,422 Calibre common shares reducing B2Gold's ownership interest in Calibre to approximately 15%. As a result of the acquisition, Calibre acquired a 100% interest in the advanced-stage Valentine Gold Project in Newfoundland & Labrador.
On June 20, 2024, the Company completed the sale of an aggregate 79,000,000 common shares of Calibre in the ordinary course for investment purposes by way of a block trade for aggregate gross proceeds of $100 million (C$139 million). Immediately prior to the Calibre Transaction, B2Gold owned 110,950,333 common shares of Calibre representing approximately 14.1% of Calibre. As a result of the Calibre Transaction, B2Gold’s ownership decreased to approximately 4.4% and the Company no longer had the right to a nominee to the Board of Directors of Calibre. The Company determined that it no longer had significant influence over Calibre and stopped equity accounting for Calibre effective June 20, 2024. In the second half of 2024, the Company disposed of its remaining 32 million share interest for proceeds of $58 million.
For the year ended December 31, 2024, the Company's estimate of its share of Calibre's net income based on publicly available information was approximately $5 million.
Attributable share of Calibre production and costs
Based on Calibre's production press release dated July 9, 2024, consolidated production of Calibre for the first half of 2024 was 120,521 ounces of which the Company's attributable share was 19,644 ounces.
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, Goose, is fully permitted, construction is underway, and has been de-risked with significant infrastructure currently in place. B2Gold’s management team has strong northern construction expertise and the experience to deliver 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.
At the Back River Gold District, B2Gold operates a sealift program in the summer months that delivers construction and operating materials to the MLA in Bathurst Inlet, Nunavut. An approximately 162 km WIR is constructed by contractors, under B2Gold's management, on an annual basis between December and February. The materials are then transported from the MLA to the Goose Project via the WIR during the months of March and April (the “WIR Campaign").
The 2024 WIR Campaign was completed on April 30, 2024, and the Company successfully delivered all necessary materials required to complete construction of the Goose Project. Materials shipped from the MLA to the Goose Project site during the 2024 WIR Campaign exceeded 2,100 standard total loads, including 400 loads of diesel fuel. Under B2Gold management, the 2,100 standard loads completed during the 2024 WIR Campaign was approximately double the loads completed during the 2023 WIR Campaign.
All planned construction activities in 2024 were completed and project construction and development continue to progress on track for first gold pour at the Goose Project in 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 calendar year 2025 will be between 120,000 and 150,000 ounces and that average annual gold production for the six year period from 2026 to 2031 inclusive will be approximately 310,000 ounces per year, with the latest published Mineral Reserves supporting a long mine life beyond 2031. The Company remains on track to complete B2Gold’s initial Goose Project life of mine plan based on updated Mineral Reserves by the end of the first quarter of 2025.
Following the successful completion of the 2024 sea lift, the construction of the 2025 WIR is complete and the WIR opened February 18, 2025, allowing for the transportation of all materials from the MLA to the Goose Project site to be completed by May 15, 2025.
Development of the open pit and underground 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. Mining of the Echo pit continues to meet production targets and is anticipated to be ready to receive tailings when the mill starts. The Umwelt underground development remains on schedule for commencement of production by the end of the second quarter of 2025.
In the fourth quarter of 2024 and year ended December 31, 2024, the Company incurred cash expenditures of $149 million (C$209 million) and $515 million (C$707 million), respectively, for the Goose Project on construction and mine development activities and $40 million (C$55 million) and $195 million (C$266 million), respectively on supplies inventory.
Total Goose Project Construction and Mine Development cash expenditures before first gold production estimate is now C$1,540 million, a C$290 million (or 23%) increase from the previous estimate. Approximately 52% (or C$150 million) of the increase in the estimated total Goose Project Construction and Mine Development Cost before first gold production can be attributed to the one quarter delay in first gold production previously disclosed, combined with the acceleration of capital items that were previously anticipated to occur after first gold production.
Additionally, prior to first production, the Company anticipates spending approximately C$330 million to build up working capital and stockpiles at site, which further de-risks the ramp up of the operation, and will reduce operating cash expenditures in future years.
Fekola Complex - Fekola Mine and Fekola Regional Development
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 development of Fekola Regional is expected to demonstrate positive economics through the enhancement of the overall production profile and the extension of mine life of the Fekola Complex. Trucking of higher-grade open-pit ore from Fekola
Regional to the Fekola mill is expected to contribute approximately 180,000 ounces per year of additional annual gold production in its first four full years of production from 2026 to 2029.
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. Based on the preliminary results completed in 2022 of the contemplated large-scale project with AngloGold, the project did not meet the combined investment return thresholds for development by both 50% ownership partners, B2Gold and AngloGold. As a result, B2Gold and AngloGold explored alternatives for the project which resulted in B2Gold acquiring AngloGold’s 50% interest in the Gramalote Project, resulting in a sole owner of the Gramalote Project for the first time in recent history. Post consolidation, 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 Gramalote PEA, with an effective date of April 1, 2024, was prepared by B2Gold and evaluates recovery of gold from an open pit mining operation that will move up to approximately 97,000 tonnes per day (“tpd”) (35.3 Mtpa), with an approximately 16,500 tpd (6.0 Mtpa) processing plant that includes crushing, grinding, flotation, with fine grinding of the flotation concentrate and agitated leaching of the flotation concentrate followed by a carbon-in-pulp recovery process to process doré bullion. The Mineral Resource estimate for the Gramalote Project that forms the basis for the Gramalote PEA includes Indicated Mineral Resources of 192.2 million tonnes grading 0.68 g/t gold for a total of 4,210,000 ounces of gold and Inferred Mineral Resources of 85.4 million tonnes grading 0.54 g/t gold for a total of 1,480,000 ounces of gold.
Based on the positive results from the Gramalote PEA, B2Gold believes that the Gramalote Project has the potential to become a medium-scale, low-cost, open pit gold mine. The Gramalote Project has several key infrastructure advantages, including:
•Reliable water supply – high rainfall region and located next to the Nus River;
•Adjacent to a national highway, which connects directly to Medellin and to a major river with port facilities, capable of bringing supplies by barge to within 70 km of the site; and
•Skilled labour workforce within Colombia.
In addition, B2Gold expects the Gramalote Project to benefit from several key operational advantages, including:
•Excellent metallurgical characteristics of the ore, which results in high recovery rates at low processing costs;
•Relatively low strip ratio (3.3:1 strip ratio over the Life of Project); and
•Ability to mine and process higher-grade ore in the initial years of the mine life resulting in improved project economics.
The Gramalote PEA is subject to a number of assumptions and risks, including among others that a Modified Environmental Impact Study will be approved, all required permits, permit amendments and other rights will be obtained in a timely manner, the Gramalote Project will have the support of the local government and community, the regulatory environment will remain consistent, that Gramalote can operate under a single company free trade zone in Colombia, and no material increase will have occurred to the estimated costs.
The Gramalote PEA is preliminary in nature and includes a small amount of Inferred Mineral Resources that are considered too speculative geologically to have the economic considerations applied to them that would enable them to be categorized as Mineral Reserves, and there is no certainty that the Gramalote PEA based on these Mineral Resources will be realized. Mineral Resources that are not Mineral Reserves do not have demonstrated economic viability.
B2Gold has commenced 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. Those work programs, as well as processing engineering and site infrastructure design, are underway and the study is on schedule.
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.
Capital expenditures in 2025 at Gramalote are expected to be relatively consistent throughout the year, totaling $28 million related primarily to feasibility study costs and ongoing care and maintenance.
LIQUIDITY AND CAPITAL RESOURCES
B2Gold continues to maintain a strong financial position and liquidity. At December 31, 2024, the Company had cash and cash equivalents of $337 million compared to cash and cash equivalents of $307 million at December 31, 2023. Working capital (defined as current assets less current liabilities) at December 31, 2024 was $321 million compared to $397 million at December 31, 2023. At December 31, 2024, the Company had $400 million drawn on the Company's $800 million RCF with $400 million remaining available for future draw downs. Subsequent to December 31, 2024, the RCF balance was repaid using funds raised from the issuance of convertible senior unsecured Notes in January 2025 (see below).
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.
On December 17, 2024, B2Gold completed the renewal of its RCF, increasing the total available amount from $700 million to $800 million, plus a $200 million accordion feature. The RCF was completed with a syndicate of banks: Canadian Imperial Bank of Commerce, ING Bank N.V., The Bank of Nova Scotia, Bank of Montreal, National Bank of Canada, HSBC Bank USA, National Association and Citibank N.A., Canadian Branch.
Draw downs on the RCF can be in either United States or Canadian dollars. The RCF bears interest on a sliding scale based on the Secured Overnight Financing Rate (“SOFR”) or the Canadian Overnight Repo Rate Average ("CORRA") plus term credit spread adjustment in addition to a sliding scale premium between 1.88% to 2.50% based on the Company's net leverage ratio. Commitment fees for the undrawn portion of the facility are also on a sliding scale basis between 0.42% and 0.563% based on the Company's net leverage ratio. The term of the RCF is four years, maturing on December 17, 2028.
The Company has provided security on the RCF in the form of a general security interest over the Company’s assets and pledges creating a charge over the shares of certain of the Company’s direct and indirect subsidiaries. In connection with the RCF, the Company must also maintain certain ratios for leverage and interest coverage. As at December 31, 2024, the Company was in compliance with these debt covenants.
Pursuant to the terms of the new RCF, the Company implemented a gold hedging program structured to achieve a minimum cumulative financial settlement of $220 million relative to an assumed refined gold market price of $1,750 per ounce and 20% of the Company's forecasted production volumes for fiscal years 2025 and 2026 per the most recent life-of-mine plan consolidated projected gold production and shall maintain such gold hedging program (allowing, however, for the wind down of the program in the ordinary course) until the earlier of the date such hedging program has achieved a minimum cumulative financial settlement of $220 million and December 31, 2026.
On January 28, 2025, the Company issued Notes with an aggregate principal amount of $460 million. The Notes bear interest at a rate of 2.75% per annum, payable semi-annually on February 1st and August 1st of each year commencing from August 1, 2025. The Notes mature on February 1, 2030. The initial conversion rate for the Notes is 315.2088 Shares per $1,000 principal amount of Notes, equivalent to an initial conversion price of approximately $3.17 per Share. The initial conversion rate represents 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 our senior unsecured obligations and rank equally with all of our existing and future senior unsecured indebtedness. The Notes are effectively subordinated to all of the Company's existing and future secured indebtedness to the extent of the value of the collateral securing such indebtedness. The Notes will be structurally subordinated to all existing and future liabilities, including trade payables, of the Company's subsidiaries.
In connection with the notes, B2Gold completed a cash settled total return swap with respect to approximately $50 million of Shares which were purchased by one of the initial purchasers of the Notes. The total return swap is intended to give B2Gold economic exposure to its Shares during the term of the total return swap, which is expected to be approximately one month. Such purchases may have the effect of increasing (or reducing the size of any decrease in) the market price of the Shares. Any unwind of such hedge positions, including at settlement of the total return swap, may have the effect of decreasing (or reducing the size of any increase in) the market price of the Shares or the Notes.
The Company has a gold stream arrangement with Wheaton Precious Metals Corp. with a deposit amount of $84 million. The delivery obligation is as follows:
•2.7805% of gold production up to delivery of 87,100 oz;
•1.4405% of gold production up to an aggregate of 134,000 oz; and
•1.005% of gold production thereafter.
The Company has guaranteed the remaining portion of the gold stream obligation.
For the year ended December 31, 2024, capital expenditures totalled $918 million. The most significant expenditures were Fekola Mine expenditures of $258 million, Masbate Mine expenditures of $30 million, Otjikoto Mine expenditures of $29 million, Goose Project expenditures of $515 million, Fekola Regional pre-development expenditures of $17 million and Gramalote Project expenditures of $17 million (refer to “Review of Mining Operations and Development Projects" section for additional details of capital expenditures). Exploration costs for the year ended December 31, 2024 totalled $53 million.
As at December 31, 2024, and in addition to those commitments disclosed elsewhere in this MD&A, the Company had the following commitments:
•For payments of $13 million for mobile equipment purchases and rebuilds, $1 million for the tailings storage facility, $1 million for underground development, $1 million related to plant and powerhouse maintenance and $1 million for other capital projects at the Fekola Mine, all of which is expected to be incurred in 2025.
•For payments of $21 million for construction activities at the Goose Project, all of which is expected to be incurred in 2025.
For 2025, the Company has budgeted total capital expenditures of $234 million at the Fekola Complex, $47 million at the Masbate Mine, $39 million at the Otjikoto Mine and $28 million at the Gramalote Project. For the first half of 2025, the Company has budgeted total capital expenditures of $178 million at the Goose Project. Capital expenditure guidance for the second half of 2025 for the Goose Project will be released in the second quarter of 2025 (prior to the commencement of initial production), after publication in the first quarter of 2025 of B2Gold’s initial Goose Project life of mine plan based on updated Mineral Reserves. The Company’s total 2025 exploration budget is approximately $61 million.
As at December 31, 2024, the Company’s significant commitments are disclosed in the table below:
| 2025 | 2026 | 2027 | 2028 | 2029 | Post 2029 | Total | |
|---|---|---|---|---|---|---|---|
| $ | $ | $ | $ | $ | $ | $ | |
| (000's) | (000's) | (000's) | (000's) | (000's) | (000's) | (000's) | |
| Accounts payable and accrued liabilities | 156,352 | — | — | — | — | — | 156,352 |
| RCF: | |||||||
| Principal | — | — | — | 400,000 | — | — | 400,000 |
| Interest & commitment fees (estimated) | 27,959 | 27,053 | 27,053 | 25,997 | — | — | 108,062 |
| Fekola equipment loan facilities: | |||||||
| Principal | 7,162 | 1,554 | 1,554 | 1,554 | 1,549 | — | 13,373 |
| Interest (estimated) | 608 | 373 | 277 | 181 | 84 | — | 1,523 |
| Goose Project equipment loan facilities: | |||||||
| Principal | 2,917 | 672 | — | — | — | — | 3,589 |
| Interest (estimated) | 95 | 35 | — | — | — | — | 130 |
| Lease liabilities | |||||||
| Principal | 6,548 | 5,453 | 3,771 | 2,388 | 2,378 | 8,748 | 29,286 |
| Capital expenditure commitments | 38,148 | — | — | — | — | — | 38,148 |
| Mine restoration provisions | 7,401 | 1,253 | 1,253 | — | — | 176,909 | 186,816 |
| Employee benefits obligation | 5,748 | 1,703 | 475 | 4,800 | 47 | 14,084 | 26,857 |
| Other liabilities | 1,947 | 5,997 | — | 5,207 | 5,311 | 3,332 | 21,794 |
| 254,885 | 44,093 | 34,383 | 440,127 | 9,369 | 203,073 | 985,930 |
The Company accrues mine restoration provisions over the life of its mining operations and amounts shown are estimated expenditures in the indicated years at their undiscounted values.
The Company believes that its future cash flows from operations along with the undrawn and available balances on its current facilities will allow it to meet its current obligations as they come due.
Derivative financial instruments
Gold collars
During the year ended December 31, 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 FVTPL.
| 2025 | 2026 | 2027 | Total | |||||
|---|---|---|---|---|---|---|---|---|
| Ounces | 187,010 | 200,006 | 16,637 | 403,653 | ||||
| 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 December 31, 2024 was $0 million.
Fuel 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 year ended December 31, 2024, the Company entered into an additional series of forward contracts for the purchase of 62 million litres of gas oil and 63 million litres of fuel oil with scheduled settlement between August 2024 and July 2026. These derivative instruments were not designated as hedges by the Company and were recorded at FVTPL. These derivative instruments were not designated as hedges by the Company and are recorded at their fair value at the end of each reporting period with changes in fair value recorded in the Consolidated Statement of Operations.
The following is a summary, by maturity dates, of the Company’s fuel derivative contracts outstanding as at December 31, 2024:
| 2025 | 2026 | Total | ||||
|---|---|---|---|---|---|---|
| Forward – fuel oil: | ||||||
| Litres (thousands) | 35,027 | 14,447 | 49,474 | |||
| Average strike price | $ | 0.44 | $ | 0.43 | $ | 0.43 |
| Forward – gas oil: | ||||||
| Litres (thousands) | 36,216 | 8,189 | 44,405 | |||
| Average strike price | $ | 0.60 | $ | 0.59 | $ | 0.60 |
The unrealized fair value of these contracts at December 31, 2024 was $(2) million.
Operating activities
Cash flow provided by operating activities was $878 million for the year ended December 31, 2024 compared to $714 million during 2023, an increase of $164 million, due mainly to $500 million of proceeds received from the Gold Prepay in January 2024, partially offset by lower gold revenues, higher production costs, higher long-term inventory outflows and higher working capital outflows. During the year ended December 31, 2024, the Company paid $360 million (2023 - $239 million) of current income tax, withholding and other taxes in cash, including $95 million related to 2023 outstanding tax liability obligations and $70 million for settlement of income tax assessments as part of the Fekola Mine MOU Agreement signed with the State of Mali in September 2024. Based on current assumptions, including an average gold price of $2,250 per ounce for 2025, the Company is forecasting to make total cash income tax payments for current income tax, withholding and other taxes in 2025 of approximately $206 million.
Financing activities
The Company’s cash used by financing activities for the year ended December 31, 2024 was a net outflow of $69 million. For the year ended December 31, 2024, the Company repaid the $200 million balance drawn on the RCF, made draw downs totalling $450 million on its RCF, made interest and commitment fee payments of $12 million, made a drawdown of $8 million on equipment loans, made equipment loan facility repayments of $11 million, made principal payments on lease arrangements of $7 million, raised $10 million from a flow-through share issuance, made dividend payments of $185 million and distributed $123 million to non-controlling interests.
During the year ended December 31, 2024, Board declared cash dividends for the first, second, third and fourth quarters of 2024 of $0.04 per common share each (or $0.16 per share on an annualized basis). On January 13, 2025, the Company announced amendments to its shareholder returns strategy to increase financial flexibility as it completes its current phase of organic growth, including the anticipated commencement of initial production from Fekola Regional in Mali, the completion of construction of the Goose Mine in Nunavut, Canada, the development of the Antelope deposit at the Otjikoto Mine in Namibia, and de-risking activities at the Gramalote Project in Colombia. Management and the Board have completed a comprehensive review of its existing dividend level and approved a change in its intended quarterly dividend rate from $0.04 per common share ($0.16 per common share on an annualized basis) to $0.02 per common share ($0.08 per common share on an annualized basis). Based on the Company’s funding requirements, including completing construction of the Goose Mine (which remains on schedule and on budget to the current timeline and total construction cost estimate as outlined in B2Gold’s September 12, 2024 news release), advancing development of the Antelope deposit at the Otjikoto Mine, de-risking activities at the Gramalote Project in Colombia, combined with the upcoming delivery of 264,768 gold ounces from July 2025 to June 2026 to satisfy the Gold Prepay, the Company determined that modifying the quarterly dividend level to $0.02 per common share is commensurate to the current growth phase of the Company and provides additional financial flexibility to advance and complete its organic growth opportunities, while still providing shareholders with a sustainable dividend moving forward. 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 dividends declared in 2024, a discount of 3% was offered. There is no assurance that such discount or any other discount will be offered in 2025.
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.
Investing activities
For the year ended December 31, 2024, capital expenditures totalled $918 million. The most significant expenditures were Fekola Mine expenditures of $258 million, Masbate Mine expenditures of $30 million, Otjikoto Mine expenditures of $29 million, Goose Project expenditures of $515 million, Fekola Regional pre-development expenditures of $17 million and Gramalote Project expenditures of $17 million (refer to “Review of Mining Operations and Development Projects" section for additional details of capital expenditures). Exploration costs for the year ended December 31, 2024 totalled $53 million. In addition, for the year ended December 31, 2024, the Company received cash proceeds from the sale of the investment in associate of $100 million, received cash proceeds from the sale of long-term investments of $93 million, received cash proceeds from the sale of mining interest of $8 million, purchased additional shares in associates for $9 million, purchased long-term investments for $17 million, purchased short-term investments for $16 million and redeemed short-term investments for $5 million.
Exploration
Resource property expenditures on exploration are disclosed in the table below:
| For the three months ended December 31, 2024 | For the three months ended December 31, 2023 | For the year ended December 31, 2024 | For the year ended December 31, 2023 | |
|---|---|---|---|---|
| $ | $ | $ | $ | |
| (000’s) | (000’s) | (000’s) | (000’s) | |
| Fekola Mine, exploration | 1,292 | 2,022 | 4,428 | 3,728 |
| Masbate Mine, exploration | 610 | 1,067 | 3,649 | 3,808 |
| Otjikoto Mine, exploration | 2,634 | 1,410 | 7,825 | 3,863 |
| Menankoto Property, exploration | 805 | 862 | 805 | 12,262 |
| Bantako North Property, exploration | — | 832 | — | 9,523 |
| Bakolobi Property, exploration | — | 1,007 | 344 | 8,665 |
| Dandoko Property, exploration | 948 | 350 | 1,279 | 6,097 |
| Goose Project, exploration | 6,335 | 6,395 | 28,864 | 10,595 |
| George Property, exploration | (148) | 468 | 9 | 5,131 |
| Finland Properties, exploration | 359 | 2,019 | 3,079 | 7,181 |
| Other | 630 | 1,260 | 2,347 | 5,152 |
| 13,465 | 17,692 | 52,629 | 76,005 |
B2Gold executed another year of aggressive exploration in 2024 incurring $61 million (including $8 million of target generation costs included in other operating expenses in the Consolidated Statement of Operations) compared to a budget of $63 million. Exploration in 2024 was focused predominantly on the Back River Gold District, with the 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 was the largest program since 2012, with a focus on drilling the recently discovered Antelope deposit. In Mali, the exploration program was directed at a more strategic search for near-mine, near-surface sources of additional sulphide-related gold mineralization. In the Philippines, the exploration program at Masbate focused on drilling targets immediately south of mine infrastructure.
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, Cote d’Ivoire and Kazakhstan in 2025. Finally, the search for new joint ventures and strategic investment opportunities will continue, building on existing equity investments in Snowline Gold Corp., Founders Metals Inc., AuMEGA Metals Ltd., and Prospector Metals Corp.
Goose Project Exploration
A total of $28 million was budgeted for exploration at the Back River Gold District in 2024 to complete approximately 25,000 m of drilling, including confirmation drilling at the Umwelt deposit, as well as exploration drilling at several Goose Project regional targets that were developed based on structural modelling and geophysical re-processing. For the year ended December 31, 2024, the Company ultimately incurred $29 million on Back River Gold District exploration and completed 26,209 m of drilling over 69 drill holes at the Goose Project. This included 14,480 m over 39 drill holes at the Umwelt deposit, 4,231 m over 15 drill holes at the Llama deposit area, 7,361 m over 14 exploration target drill holes, and 137 m over one metallurgical hole at the Goose Main deposit.
2025 Guidance for Canada Exploration
A total of $32 million is budgeted for exploration at the Back River Gold District in 2025, of which $21 million is planned for the more advanced Goose Project. A total of 12,000 m of drilling will target extensions of the Llama and Umwelt deposits, the largest and highest-grade resources at the Goose Project. In addition, follow up drilling of significant results returned at the Nuvuyak, Mammoth and Hook targets are planned.
Regional exploration including geophysics, mapping, prospecting and till sampling will be undertaken on the George, Boot, Boulder, Del, Beech and Needle projects. This regional work will also include an estimated 13,000 m of diamond drilling to follow up drill ready targets defined during the 2024 summer regional exploration program. A significantly increased budget of $11 million is being allocated for the regional projects.
Mali Exploration
A total of $10 million was budgeted for exploration in Mali in 2024 with an ongoing focus on discovery of additional high-grade, sulphide mineralization across the Fekola Complex to supplement feed to the Fekola mill. In addition, the FNE target immediately north of the main Fekola open pit was drilled, adding easily accessible resources close to Fekola infrastructure. A total of 20,000 m of diamond and reverse circulation drilling was planned for 2024. A total of 19,920 m over 192 holes of diamond and reverse circulation drilling was completed. In addition, 8,877 m of auger drilling was completed during the year ended December 31, 2024. For the year ended December 31, 2024, the Company ultimately incurred $11 million on Mali exploration.
2025 Guidance Mali Exploration
A total of $9 million is budgeted for exploration in Mali in 2025 with an ongoing focus on discovery of additional high-grade, sulphide mineralization across the Fekola Complex to supplement feed to the Fekola mill. A total of 16,000 m of diamond and reverse circulation drilling is planned for Mali in 2025.
The Philippines Exploration
The total budget for the Philippines in 2024 was approximately $6 million, of which the Masbate exploration budget was $4 million, including approximately 7,000 m of drilling. The 2024 exploration program focused on drilling several greenfields targets between 3 km and 12 km south of the Masbate Mine infrastructure. For the year ended December 31, 2024, the Company incurred $4 million for Masbate Mine exploration, which was in-line with the budget (included approximately 5,464 m of diamond and reverse circulation drilling in 25 holes).
An additional $2 million was allocated to targeting new regional projects in highly prospective areas in the Philippines, leveraging off B2Gold’s presence and operational experience in the country. For the year ended December 31, 2024, the Company incurred $1 million on targeting new regional projects.
2025 Guidance for The Philippines Exploration
The total budget for the Philippines in 2025 is approximately $5 million, of which the Masbate exploration budget is $3 million, including approximately 4,200 m of drilling. The 2025 exploration program will continue to focus on exploration of new regional targets located south of the main mine infrastructure at Masbate.
An additional $2 million will be allocated to targeting new regional projects in highly prospective areas in the Philippines, leveraging off B2Gold’s presence and operational experience in the country. A total of 2,000 m is allocated to testing new projects.
Namibia Exploration
A total of $9 million was budgeted for exploration at Otjikoto in 2024, the largest program since the definition of the Wolfshag discovery in 2012. The focus of the exploration program was drilling the recently discovered Antelope deposit, located approximately 3 km south of Phase 5 of the Otjikoto open pit, with a total of 39,000 metres of drilling planned. The Antelope deposit, comprised of the Springbok Zone, the Oryx Zone, and a possible third structure, Impala, subject to confirmatory drilling, was discovered in 2022 following deep drill testing by B2Gold exploration personnel on three-dimensional models of airborne magnetic data. For the year ended December 31, 2024, the Company incurred $8 million, which included 45,666 m of diamond and reverse circulation drilling at the Otjikoto mine area.
On June 20, 2024, the Company announced an initial Inferred Mineral Resource estimate for the Springbok Zone, the southernmost shoot of the recently discovered Antelope deposit.
The Company determined that the initial Inferred Mineral Resource estimate of 1.75 million tonnes grading 6.91 g/t gold for a total of 390,000 ounces of gold ounces was sufficient to initiate a PEA of development of the deposit by underground mining methods, similar to the Wolfshag deposit. Inferred Mineral Resources are considered too speculative geologically to have the economic considerations applied to them that would enable them to be categorized as Mineral Reserves, and there is no certainty that these Inferred Mineral Resources will be realized. Mineral Resources that are not Mineral Reserves do not have demonstrated economic viability. On February 4, 2025, the Company announced the positive PEA results for the Antelope deposit. 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 the low-grade stockpile production during the period of 2028 to 2032 and result in a meaningful production profile for Otjikoto into the next decade.
Ongoing drilling at the Springbok Zone remains open to the south and north, indicating additional exploration potential beyond the currently defined resource. For example, the Oryx Zone, which appears to represent a second shoot northeast of and stacked stratigraphically above the Springbok Zone, has returned high-grade intervals that demonstrate the potential to increase the Mineral Resource estimate.
2025 Guidance for Namibia Exploration
A total of $7 million is budgeted for exploration at Otjikoto in 2025. The focus of the exploration program will be drilling to expand and refine the recently discovered Antelope deposit, located approximately 3 km south of Phase 5 of the Otjikoto open pit, with a total of 44,000 m of drilling planned.
Greenfield Exploration
B2Gold allocated approximately $13 million (including $2 million for the grassroots projects in the Philippines) in 2024 for its grassroots exploration programs, including Finland and Cote d’Ivoire. The spend ultimately incurred on greenfield exploration for the year ended December 31, 2024 was approximately $5 million.
A budget of approximately $3 million was allocated by the Company for ongoing exploration in Cote d’Ivoire. During the year ended December 31, 2024, $2 million was spent to complete 1,000 m of diamond drilling.
In addition to the defined programs noted above, the Company allocated approximately $8 million for the generation and evaluation of new greenfields targets of which $3 million was spent during the year ended December 31, 2024.
2025 Guidance for Greenfields Exploration
B2Gold has allocated approximately $9 million to other grassroots exploration projects in 2025. This includes $2 million (7,200 m) in Kazakhstan, $2 million in Finland, and $1 million (1,000 m) in Cote d’Ivoire. In addition to the defined programs noted above, the Company has allocated approximately $4 million for the generation and evaluation of new greenfield targets.
CRITICAL ACCOUNTING ESTIMATES
Full disclosure of the Company’s accounting policies and significant accounting judgments and estimation uncertainties in accordance with IFRS can be found in Notes 4 and 5 of its audited consolidated financial statements for the year ended December 31, 2024. Management considers the following estimates to be the most critical in understanding the judgements involved in preparing the Company’s consolidated financial statements and the uncertainties that could impact its results of operations, financial condition and cash flows:
Mineral reserve and resource estimates
Mineral reserves are estimates of the amount of ore that can be economically and legally extracted from the Company’s mining properties. The Company estimates its mineral reserves and mineral resources based on information compiled by appropriately qualified persons relating to the geological data on the size, depth and shape of the ore body, and requires complex geological assessments to interpret the data. The estimation of recoverable mineral reserves 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.
During the year ended December 31, 2024, the Company identified changes to the indicators of impairment on the Fekola Complex cash generating unit ("CGU"), consisting of the Fekola Mine and Fekola Regional Properties, and the Goose Project CGU. As a result, these assets were tested for impairment. During the year ended December 31, 2023, the Company identified indicators of impairment on the Fekola Complex CGU and the Gramalote Project. As a result, these assets were tested for impairment.
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 assets 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.
Goose Project CGU
During the year ended December 31, 2024, the Company completed an updated construction cost estimate for the Goose Project. The updated estimate showed a significant increase in the expected construction cost to complete was determined to be an indicator of impairment for the Goose Project assets. As a result, the Company performed an impairment assessment on the Goose Project CGU. The carrying value of the CGU was compared to the CGU’s recoverable amount which was determined to be its fair value less costs of disposal ("FVLCD"). To estimate the recoverable amount of the CGU for impairment, the Company utilized a discounted cash flow model incorporating significant assumptions that included such factors as mineable mineralization including resources, future production levels, operating and capital costs, long-term gold price of $1,900 per ounce, and a discount rate of 6% for the Goose Project. Management’s estimate of the FVLCD of its CGU is classified as level 3 in the fair value hierarchy. The Company’s estimate of future cash flows is subject to risks and uncertainties and therefore could change in the future if the underlying assumptions change.
The Company’s analysis concluded that the Goose Project CGU was impaired resulting in an impairment of $661 million which was recorded as an impairment charge in the Consolidated Statement of Operations during the year ended December 31, 2024.
The recoverable amount of the Goose Project CGU is most sensitive to changes in the gold price and discount rate. In isolation, a $50 per ounce decrease in the gold price would result in a reduction in the recoverable amount of the Goose Project CGU of approximately $80 million. In isolation, a 25 basis point increase in the discount rate would result in a reduction in the recoverable amount of the Goose Project CGU of approximately $23 million.
Fekola Complex CGU
During the year ended December 31, 2023, the State of Mali (the "State") introduced a new mining code (the “2023 Mining Code”) and related Local Content Law. In July 2024, the accompanying Implementation Decrees, which clarify how the provisions of the 2023 Mining Code and Local Content Law should be applied, were enacted into law. At June 30, 2024, the Company and the State remained in ongoing negotiations related to how certain components of the 2023 Mining Code should be applied to the Fekola Complex. On September 11, 2024, the Company reached a Memorandum of Understanding (the "MOU Agreement") with the State which covers the ongoing operation and governance of the Fekola Complex as well as the settlement of existing income tax, customs and other regulatory disputes covering the period 2016 to December 31, 2023 and the distribution of dividends attributed to the State of Mali up to December 31, 2023.
For the year ended December 31, 2023, the Company recorded an impairment of $206 million for the Fekola Complex based on the Company's best estimate of the application of the 2023 Mining Code at that date. At June 30, 2024, the known and estimated changes to the financial framework of the Fekola Complex as impacted by the 2023 Mining Code including the status of the ongoing discussions with the State were considered to be updated indicators of impairment for the Fekola Complex assets as at June 30, 2024.
As a result, at June 30, 2024, the Company performed an updated impairment assessment on the Fekola Complex CGU. The carrying value of the CGU was compared to the CGU’s recoverable amount which was determined to be its FVLCD. To estimate the recoverable amount of the CGU for impairment, the Company utilized a discounted cash flow model incorporating significant assumptions that included such factors as mineable mineralization including reserves and resources, future production levels, operating and capital costs, the expected application of fuel taxes, the expected application of revised royalty and revenue based tax rates, long-term gold price of $1,900 per ounce, and a discount rate of 7.5% for the Fekola Complex. The expected outcome of material terms of the MOU Agreement were considered in arriving at the key estimates used to determine the FVLCD for the Fekola Complex as of June 30, 2024. Management’s estimate of the FVLCD of its CGU is classified as level 3 in the fair value hierarchy. The Company’s estimate of future cash flows is subject to risks and uncertainties and therefore could change in the future if the underlying assumptions change.
The Company’s analysis concluded that the Fekola Complex CGU was impaired resulting in an impairment of $215 million. A net impairment charge of $194 million after taking into account a deferred income tax recovery of $21 million was recorded in the Consolidated Statement of Operations for the year ended December 31, 2024.
The recoverable amount of the Fekola Complex CGU is most sensitive to changes in the gold price and discount rate. In isolation, a $50 per ounce decrease in the gold price would result in a reduction in the recoverable amount of the Fekola
Complex CGU of approximately $96 million. In isolation, a 25 basis point increase in the discount rate would result in a reduction in the recoverable amount of the Fekola Complex CGU of approximately $12 million.
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 December 31, 2024 includes amounts for the Fekola Mine of $214 million (December 31, 2023 - $137 million), for the Masbate Mine of $13 million (December 31, 2023 – $45 million), and for the Gramalote Project of $17 million (December 31, 2023 - $18 million).
Uncertain tax positions
The Company’s operations involve the application of complex tax regulations in multiple international jurisdictions. Determining the tax treatment of a transaction requires the Company to apply judgement in its interpretation of the applicable tax law. These positions are not final until accepted by the relevant tax authority. The tax treatment may change based on the result of assessments or audits by the tax authorities often years after the initial filing.
The Company recognizes and records potential liabilities for uncertain tax positions based on its assessment of the amount, or range of amounts, of tax that will be due. The Company adjusts these accruals as new information becomes available. Due to the complexity and uncertainty associated with certain tax treatments, the ultimate resolution could result in a payment that is materially different from the Company’s current estimate of the tax liabilities.
Current and deferred income taxes
The Company is periodically required to estimate the tax basis of assets and liabilities. Where applicable tax laws and regulations are either unclear or subject to varying interpretations, it is possible that changes in these estimates could occur that materially affect the amounts of deferred income tax assets and liabilities recorded in the financial statements. Changes in deferred tax assets and liabilities generally have a direct impact on earnings in the period that the changes occur.
Each period, the Company evaluates the likelihood of whether some portion or all of each deferred tax asset will not be realized. This evaluation is based on historic and future expected levels of taxable income and the associated repatriation of retained earnings, the pattern and timing of reversals of taxable temporary timing differences that give rise to deferred tax liabilities, and tax planning initiatives. Levels of future taxable income are affected by, among other things, metal prices, production costs, quantities of proven and probable gold reserves, interest rates and foreign currency exchange rates. The availability of retained earnings for distribution depends on future levels of taxable income as well as future reclamation expenditures, capital expenditures, dividends and other uses of available cash flow.
RISKS AND UNCERTAINTIES
The exploration and development of natural resources are highly speculative in nature and the Company’s business operations, investments and prospects are subject to significant risks. For details of these risks, please refer to the risk factors set forth in the Company’s current Annual Information Form, which can be found under the Company’s corporate profile on SEDAR+ at www.sedarplus.ca, the Company’s current Form 40-F Annual Report, which can be found on EDGAR at www.sec.gov, and the Company’s other filings and submissions with securities regulators on SEDAR and EDGAR, which could materially affect the Company’s business, operations, investments and prospects and could cause actual events to differ materially from those described in forward-looking statements relating to the Company. Additional risks and uncertainties not presently known to the Company or that the Company currently considers immaterial may also impair the business, operations, investments and prospects of the Company. If any of the risks actually occur, the business of the Company may be harmed and its financial condition and results of operations may suffer significantly.
DISCLOSURE CONTROLS AND INTERNAL CONTROL OVER FINANCIAL REPORTING
Disclosure controls and procedures
Disclosure controls and procedures are designed (a) under Canadian law, to provide reasonable assurance and (b) under U.S. law, to ensure that information required to be disclosed in reports filed or submitted by the Company under Canadian securities legislation and the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the applicable rules and forms and include, without limitation, controls and procedures designed to ensure that information required to be disclosed in reports filed or submitted by the Company under Canadian securities legislation and the Exchange Act is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
As at December 31, 2024, management, with the participation of the Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the design and operation of the Company's disclosure controls and procedures, as defined in the rules of the Canadian Securities Administrators and under the Exchange Act. Based upon the results of that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that as of December 31, 2024, the Company's disclosure controls and procedures were effective.
Management’s annual report on internal control over financial reporting
The Company’s management, with the participation of the Chief Executive Officer and Chief Financial Officer, is responsible for establishing and maintaining adequate internal control over financial reporting. Any system of internal control over financial reporting, no matter how well designed, has inherent limitations and may not prevent or detect misstatements. Even when the Company's system of internal control over financial reporting is determined to be effective, it can only provide reasonable assurance with respect to financial statement preparation and presentation.
Management has used the criteria established in the Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) to evaluate the effectiveness of the Company's internal control over financial reporting.
As at December 31, 2024, management, with the participation of the Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of the Company's internal control over financial reporting and concluded that the Company's internal control over financial reporting was effective.
The effectiveness of the Company’s internal control over financial reporting has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, who have expressed their opinion in their report included with our annual consolidated financial statements.
Changes in internal control over financial reporting
There has been no change in our internal control over financial reporting during the year ended December 31, 2024 which has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
NON-IFRS MEASURES
Cash operating costs per gold ounce sold and total cash costs per gold ounce sold
‘‘Cash operating costs per gold ounce’’ and “total cash costs per gold ounce” are common financial performance measures in the gold mining industry but, as non-IFRS measures, they do not have a standardized meaning under IFRS and therefore may not be comparable to similar measures presented by other issuers. Management believes that, in addition to conventional measures prepared in accordance with IFRS, certain investors use this information to evaluate our performance and ability to generate cash flow. Accordingly, these measures are intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. The measures, along with sales, are considered to be a key indicator of the Company’s ability to generate earnings and cash flow from its mining operations.
Cash cost figures are calculated on a sales basis in accordance with a standard developed by The Gold Institute, which was a worldwide association of suppliers of gold and gold products and included leading North American gold producers. The Gold Institute ceased operations in 2002, but the standard is the accepted standard of reporting cash cost of production in North America. Adoption of the standard is voluntary and the cost measures presented may not be comparable to other similarly titled measures of other companies. Other companies may calculate these measures differently. Cash operating costs and total cash costs per gold ounce sold are derived from amounts included in the statement of operations and include mine site operating costs such as mining, processing, smelting, refining, transportation costs, royalties and production taxes, less silver by-product credits. The tables below show a reconciliation of cash operating costs per gold ounce sold and total cash costs per gold ounce sold to production costs as extracted from the annual consolidated financial statements on a consolidated and a mine-by-mine basis (dollars in thousands):
| For the three months ended December 31, 2024 | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Fekola<br> Mine | Masbate<br> Mine | Otjikoto<br> Mine | Total | Calibre equity investment | Grand<br> Total | |||||||||
| $ | $ | $ | $ | $ | $ | |||||||||
| Production costs | 107,778 | 38,392 | 35,206 | 181,376 | — | 181,376 | ||||||||
| Royalties and production taxes | 37,792 | 7,381 | 5,381 | 50,554 | — | 50,554 | ||||||||
| Total cash costs | 145,570 | 45,773 | 40,587 | 231,930 | — | 231,930 | ||||||||
| Gold sold (ounces) | 86,453 | 51,010 | 50,330 | 187,793 | — | 187,793 | ||||||||
| Cash operating costs per ounce ($/gold ounce sold) | 1,247 | 753 | 700 | 966 | — | 966 | ||||||||
| Total cash costs per ounce ($/gold ounce sold) | 1,684 | 897 | 806 | 1,235 | — | 1,235 | For the three months ended December 31, 2023 | |||||||
| --- | --- | --- | --- | --- | --- | --- | ||||||||
| Fekola<br> Mine | Masbate<br> Mine | Otjikoto<br> Mine | Total | Calibre equity investment | Grand<br> Total | |||||||||
| $ | $ | $ | $ | $ | $ | |||||||||
| Production costs | 82,921 | 43,733 | 37,752 | 164,406 | 17,395 | 181,801 | ||||||||
| Royalties and production taxes | 20,891 | 6,185 | 5,966 | 33,042 | 1,418 | 34,460 | ||||||||
| Total cash costs | 103,812 | 49,918 | 43,718 | 197,448 | 18,813 | 216,261 | ||||||||
| Gold sold (ounces) | 128,321 | 53,500 | 75,100 | 256,921 | 18,059 | 274,980 | ||||||||
| Cash operating costs per ounce ($/gold ounce sold) | 646 | 817 | 503 | 640 | 963 | 661 | ||||||||
| Total cash costs per ounce ($/gold ounce sold) | 809 | 933 | 582 | 769 | 1,042 | 786 | ||||||||
| For the year ended December 31, 2024 | ||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | ||||||||
| Fekola<br> Mine | Masbate<br> Mine | Otjikoto<br> Mine | Total | Calibre equity investment | Grand<br> Total | |||||||||
| $ | $ | $ | $ | $ | $ | |||||||||
| Production costs | 384,221 | 161,462 | 136,145 | 681,828 | 25,126 | 706,954 | ||||||||
| Royalties and production taxes | 100,353 | 26,801 | 19,445 | 146,599 | 1,565 | 148,164 | ||||||||
| Total cash costs | 484,574 | 188,263 | 155,590 | 828,427 | 26,691 | 855,118 | ||||||||
| Gold sold (ounces) | 404,458 | 193,270 | 203,796 | 801,524 | 19,644 | 821,168 | ||||||||
| Cash operating costs per ounce ($/gold ounce sold) | 950 | 835 | 668 | 851 | 1,279 | 861 | ||||||||
| Total cash costs per ounce ($/gold ounce sold) | 1,198 | 974 | 763 | 1,034 | 1,359 | 1,041 | ||||||||
| For the year ended December 31, 2023 | ||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | ||||||||
| Fekola<br> Mine | Masbate<br> Mine | Otjikoto<br> Mine | Total | Calibre equity investment | Grand<br> Total | |||||||||
| $ | $ | $ | $ | $ | $ | |||||||||
| Production costs | 333,215 | 160,952 | 122,030 | 616,197 | 67,766 | 683,963 | ||||||||
| Royalties and production taxes | 95,576 | 23,439 | 16,688 | 135,703 | 5,053 | 140,756 | ||||||||
| Total cash costs | 428,791 | 184,391 | 138,718 | 751,900 | 72,819 | 824,719 | ||||||||
| Gold sold (ounces) | 588,460 | 190,800 | 214,800 | 994,060 | 68,725 | 1,062,785 | ||||||||
| Cash operating costs per ounce ($/gold ounce sold) | 566 | 844 | 568 | 620 | 986 | 644 | ||||||||
| Total cash costs per ounce ($/gold ounce sold) | 729 | 966 | 646 | 756 | 1,060 | 776 |
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 annual consolidated financial statements on a consolidated and a mine-by-mine basis (dollars in thousands):
| For the three months ended December 31, 2024 | ||||||
|---|---|---|---|---|---|---|
| Fekola<br> Mine | Masbate<br> Mine | Otjikoto<br> Mine | Total | Calibre equity investment | Grand<br> Total | |
| $ | $ | $ | $ | $ | $ | |
| Production costs | 107,778 | 38,392 | 35,206 | 181,376 | — | 181,376 |
| Inventory sales adjustment | (7,600) | 2,950 | 3,245 | (1,405) | — | (1,405) |
| Cash operating costs | 100,178 | 41,342 | 38,451 | 179,971 | — | 179,971 |
| Gold produced (ounces) | 84,015 | 49,534 | 52,452 | 186,001 | — | 186,001 |
| Cash operating costs per ounce ($/gold ounce produced) | 1,192 | 835 | 733 | 968 | — | 968 |
| For the three months ended December 31, 2023 | ||||||
| --- | --- | --- | --- | --- | --- | --- |
| Fekola<br> Mine | Masbate<br> Mine | Otjikoto<br> Mine | Total | Calibre equity investment | Grand<br> Total | |
| $ | $ | $ | $ | $ | $ | |
| Production costs | 82,921 | 43,733 | 37,752 | 164,406 | 17,395 | 181,801 |
| Inventory sales adjustment | 3,618 | (1,430) | (1,160) | 1,028 | — | 1,028 |
| Cash operating costs | 86,539 | 42,303 | 36,592 | 165,434 | 17,395 | 182,829 |
| Gold produced (ounces) | 143,010 | 46,490 | 81,111 | 270,611 | 18,054 | 288,665 |
| Cash operating costs per ounce ($/gold ounce produced) | 605 | 910 | 451 | 611 | 963 | 633 |
| For the year ended December 31, 2024 | ||||||
| --- | --- | --- | --- | --- | --- | --- |
| Fekola<br> Mine | Masbate<br> Mine | Otjikoto<br> Mine | Total | Calibre equity investment | Grand<br> Total | |
| $ | $ | $ | $ | $ | $ | |
| Production costs | 384,221 | 161,462 | 136,145 | 681,828 | 25,126 | 706,954 |
| Inventory sales adjustment | 4,905 | 1,183 | 2,391 | 8,479 | — | 8,479 |
| Cash operating costs | 389,126 | 162,645 | 138,536 | 690,307 | 25,126 | 715,433 |
| Gold produced (ounces) | 392,946 | 194,046 | 198,142 | 785,134 | 19,644 | 804,778 |
| Cash operating costs per ounce ($/gold ounce produced) | 990 | 838 | 699 | 879 | 1,279 | 889 |
| For the year ended December 31, 2023 | ||||||
| --- | --- | --- | --- | --- | --- | --- |
| Fekola<br> Mine | Masbate<br> Mine | Otjikoto<br> Mine | Total | Calibre equity investment | Grand<br> Total | |
| $ | $ | $ | $ | $ | $ | |
| Production costs | 333,215 | 160,952 | 122,030 | 616,197 | 67,766 | 683,963 |
| Inventory sales adjustment | 4,161 | 5,362 | 72 | 9,595 | — | 9,595 |
| Cash operating costs | 337,376 | 166,314 | 122,102 | 625,792 | 67,766 | 693,558 |
| Gold produced (ounces) | 590,243 | 193,502 | 208,598 | 992,343 | 68,717 | 1,061,060 |
| Cash operating costs per ounce ($/ gold ounce produced) | 572 | 859 | 585 | 631 | 986 | 654 |
All-in sustaining costs per gold ounce
In June 2013, the World Gold Council, a non-regulatory association of the world’s leading gold mining companies established to promote the use of gold to industry, consumers and investors, provided guidance for the calculation of the measure “all-in sustaining costs per gold ounce”, but as a non-IFRS measure, it does not have a standardized meaning under IFRS and therefore may not be comparable to similar measures presented by other issuers. The original World Gold Council standard became effective January 1, 2014 with further updates announced on November 16, 2018 which were effective starting January 1, 2019.
Management believes that the all-in sustaining costs per gold ounce measure provides additional insight into the costs of producing gold by capturing all of the expenditures required for the discovery, development and sustaining of gold production and allows the Company to assess its ability to support capital expenditures to sustain future production from the generation of operating cash flows. Management believes that, in addition to conventional measures prepared in accordance with IFRS, certain investors use this information to evaluate the Company's performance and ability to generate cash flow. Accordingly, it is
intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. Adoption of the standard is voluntary and the cost measures presented may not be comparable to other similarly titled measures of other companies. The Company has applied the principles of the World Gold Council recommendations and has reported all-in sustaining costs on a sales basis. Other companies may calculate these measures differently.
B2Gold defines all-in sustaining costs per ounce as the sum of cash operating costs, royalties and production taxes, capital expenditures and exploration costs that are sustaining in nature, sustaining lease expenditures, corporate general and administrative costs, share-based payment expenses related to RSUs/DSUs/PSUs/RPUs, community relations expenditures, reclamation liability accretion and realized (gains) losses on fuel derivative contracts, all divided by the total gold ounces sold to arrive at a per ounce figure.
The tables below show a reconciliation of all-in sustaining costs per ounce to production costs as extracted from the annual consolidated financial statements on a consolidated and a mine-by-mine basis (dollars in thousands):
| For the three months ended December 31, 2024 | |||||||
|---|---|---|---|---|---|---|---|
| Fekola<br> Mine | Masbate<br> Mine | Otjikoto<br> Mine | Corporate | Total | Calibre equity investment | Grand<br> Total | |
| $ | $ | $ | $ | $ | $ | $ | |
| Production costs | 107,778 | 38,392 | 35,206 | — | 181,376 | — | 181,376 |
| Royalties and production taxes | 37,792 | 7,381 | 5,381 | — | 50,554 | — | 50,554 |
| Corporate administration | 3,209 | 1,168 | 1,089 | 13,628 | 19,094 | — | 19,094 |
| Share-based payments – RSUs/DSUs/PSUs/RPUs(1) | 16 | — | — | 3,532 | 3,548 | — | 3,548 |
| Community relations | 543 | 89 | 491 | — | 1,123 | — | 1,123 |
| Reclamation liability accretion | 443 | 299 | 226 | — | 968 | — | 968 |
| Realized losses on fuel derivative contracts | 465 | 255 | 83 | — | 803 | — | 803 |
| Sustaining lease expenditures | 80 | 309 | 230 | 483 | 1,102 | — | 1,102 |
| Sustaining capital expenditures(2) | 41,809 | 7,993 | 2,590 | — | 52,392 | — | 52,392 |
| Sustaining mine exploration(2) | 1,292 | 320 | 658 | — | 2,270 | — | 2,270 |
| Total all-in sustaining costs | 193,427 | 56,206 | 45,954 | 17,643 | 313,230 | — | 313,230 |
| Gold sold (ounces) | 86,453 | 51,010 | 50,330 | — | 187,793 | — | 187,793 |
| All-in sustaining cost per ounce ($/gold ounce sold) | 2,237 | 1,102 | 913 | — | 1,668 | — | 1,668 |
(1) Included as a component of Share-based payments on the Consolidated Statement of Operations.
(2) Refer to Sustaining capital expenditures and Sustaining mine exploration reconciliations below.
The table below shows a reconciliation of sustaining capital expenditures to operating mine capital expenditures as extracted from the annual consolidated financial statements on a consolidated and a mine-by-mine basis (dollars in thousands):
| For the three months ended December 31, 2024 | ||||||
|---|---|---|---|---|---|---|
| Fekola<br> Mine | Masbate<br> Mine | Otjikoto<br> Mine | Total | Calibre equity investment | Grand<br> Total | |
| $ | $ | $ | $ | $ | $ | |
| Operating mine capital expenditures | 59,571 | 9,534 | 2,714 | 71,819 | — | 71,819 |
| Road construction | (278) | — | — | (278) | — | (278) |
| Fekola underground | (17,484) | — | — | (17,484) | — | (17,484) |
| Other | — | — | (124) | (124) | — | (124) |
| Land acquisitions | — | (1,541) | — | (1,541) | — | (1,541) |
| Sustaining capital expenditures | 41,809 | 7,993 | 2,590 | 52,392 | — | 52,392 |
The table below shows a reconciliation of sustaining mine exploration to operating mine exploration as extracted from the annual consolidated financial statements on a consolidated and a mine-by-mine basis (dollars in thousands):
| For the three months ended December 31, 2024 | ||||||
|---|---|---|---|---|---|---|
| Fekola<br> Mine | Masbate<br> Mine | Otjikoto<br> Mine | Total | Calibre equity investment | Grand<br> Total | |
| $ | $ | $ | $ | $ | $ | |
| Operating mine exploration | 1,292 | 610 | 2,634 | 4,536 | — | 4,536 |
| Regional exploration | — | (290) | (1,976) | (2,266) | — | (2,266) |
| Sustaining mine exploration | 1,292 | 320 | 658 | 2,270 | — | 2,270 |
The tables below show a reconciliation of all-in sustaining costs per ounce to production costs as extracted from the annual consolidated financial statements on a consolidated and a mine-by-mine basis (dollars in thousands):
| For the three months ended December 31, 2023 | |||||||
|---|---|---|---|---|---|---|---|
| Fekola<br> Mine | Masbate<br> Mine | Otjikoto<br> Mine | Corporate | Total | Calibre equity investment | Grand<br> Total | |
| $ | $ | $ | $ | $ | $ | $ | |
| Production costs | 82,921 | 43,733 | 37,752 | — | 164,406 | 17,395 | 181,801 |
| Royalties and production taxes | 20,891 | 6,185 | 5,966 | — | 33,042 | 1,418 | 34,460 |
| Corporate administration | 4,760 | 1,159 | 1,190 | 14,032 | 21,141 | 813 | 21,954 |
| Share-based payments – RSUs/DSUs/PSUs/RPUs(1) | 34 | — | — | 3,706 | 3,740 | — | 3,740 |
| Community relations | 1,087 | 40 | 195 | — | 1,322 | — | 1,322 |
| Reclamation liability accretion | 433 | 322 | 324 | — | 1,079 | — | 1,079 |
| Realized gains on fuel derivative contracts | (1,393) | (1,038) | (277) | — | (2,708) | — | (2,708) |
| Sustaining lease expenditures | 818 | 306 | (49) | 490 | 1,565 | — | 1,565 |
| Sustaining capital expenditures(2) | 73,764 | 8,049 | 14,797 | — | 96,610 | 1,191 | 97,801 |
| Sustaining mine exploration(2) | 2,022 | 1,067 | 1,410 | — | 4,499 | 38 | 4,537 |
| Total all-in sustaining costs | 185,337 | 59,823 | 61,308 | 18,228 | 324,696 | 20,855 | 345,551 |
| Gold sold (ounces) | 128,321 | 53,500 | 75,100 | — | 256,921 | 18,059 | 274,980 |
| All-in sustaining cost per ounce ($/gold ounce sold) | 1,444 | 1,118 | 816 | — | 1,264 | 1,155 | 1,257 |
(1) Included as a component of Share-based payments on the Consolidated Statement of Operations.
(2) Refer to Sustaining capital expenditures and Sustaining mine exploration reconciliations below.
The table below shows a reconciliation of sustaining capital expenditures to operating mine capital expenditures as extracted from the annual consolidated financial statements on a consolidated and a mine-by-mine basis (dollars in thousands):
| For the three months ended December 31, 2023 | ||||||
|---|---|---|---|---|---|---|
| Fekola<br> Mine | Masbate<br> Mine | Otjikoto<br> Mine | Total | Calibre equity investment | Grand<br> Total | |
| $ | $ | $ | $ | $ | $ | |
| Operating mine capital expenditures | 87,830 | 9,195 | 14,797 | 111,822 | 1,191 | 113,013 |
| Road construction | (52) | — | — | (52) | — | (52) |
| Fekola underground | (14,014) | — | — | (14,014) | — | (14,014) |
| Other | — | (948) | — | (948) | — | (948) |
| Land acquisitions | — | (198) | — | (198) | — | (198) |
| Sustaining capital expenditures | 73,764 | 8,049 | 14,797 | 96,610 | 1,191 | 97,801 |
The table below shows a reconciliation of sustaining mine exploration to operating mine exploration as extracted from the annual consolidated financial statements on a consolidated and a mine-by-mine basis (dollars in thousands):
| For the three months ended December 31, 2023 | ||||||
|---|---|---|---|---|---|---|
| Fekola<br> Mine | Masbate<br> Mine | Otjikoto<br> Mine | Total | Calibre equity investment | Grand<br> Total | |
| $ | $ | $ | $ | $ | $ | |
| Operating mine exploration | 2,022 | 1,067 | 1,410 | 4,499 | 38 | 4,537 |
| Regional exploration | — | — | — | — | — | — |
| Sustaining mine exploration | 2,022 | 1,067 | 1,410 | 4,499 | 38 | 4,537 |
The tables below show a reconciliation of all-in sustaining costs per ounce to production costs as extracted from the annual consolidated financial statements on a consolidated and a mine-by-mine basis (dollars in thousands):
| For the year ended December 31, 2024 | |||||||
|---|---|---|---|---|---|---|---|
| Fekola<br> Mine | Masbate<br> Mine | Otjikoto<br> Mine | Corporate | Total | Calibre equity investment | Grand<br> Total | |
| $ | $ | $ | $ | $ | $ | $ | |
| Production costs | 384,221 | 161,462 | 136,145 | — | 681,828 | 25,126 | 706,954 |
| Royalties and production taxes | 100,353 | 26,801 | 19,445 | — | 146,599 | 1,565 | 148,164 |
| Corporate administration | 11,220 | 2,767 | 4,781 | 40,715 | 59,483 | 1,463 | 60,946 |
| Share-based payments – RSUs/DSUs/PSUs/RPUs(1) | 111 | — | — | 16,150 | 16,261 | — | 16,261 |
| Community relations | 962 | 228 | 1,719 | — | 2,909 | — | 2,909 |
| Reclamation liability accretion | 1,815 | 1,234 | 961 | — | 4,010 | — | 4,010 |
| Realized losses on fuel derivative contracts | 100 | 35 | 73 | — | 208 | — | 208 |
| Sustaining lease expenditures | 329 | 1,248 | 1,254 | 1,989 | 4,820 | — | 4,820 |
| Sustaining capital expenditures(2) | 193,277 | 27,314 | 27,668 | — | 248,259 | 2,392 | 250,651 |
| Sustaining mine exploration(2) | 4,428 | 2,121 | 1,769 | — | 8,318 | — | 8,318 |
| Total all-in sustaining costs | 696,816 | 223,210 | 193,815 | 58,854 | 1,172,695 | 30,546 | 1,203,241 |
| Gold sold (ounces) | 404,458 | 193,270 | 203,796 | — | 801,524 | 19,644 | 821,168 |
| All-in sustaining cost per ounce ($/gold ounce sold) | 1,723 | 1,155 | 951 | — | 1,463 | 1,555 | 1,465 |
(1) Included as a component of Share-based payments on the Consolidated Statement of Operations.
(2) Refer to Sustaining capital expenditures and Sustaining mine exploration reconciliations below.
The table below shows a reconciliation of sustaining capital expenditures to operating mine capital expenditures as extracted from the annual consolidated financial statements on a consolidated and a mine-by-mine basis (dollars in thousands):
| For the year ended December 31, 2024 | ||||||
|---|---|---|---|---|---|---|
| Fekola<br> Mine | Masbate<br> Mine | Otjikoto<br> Mine | Total | Calibre equity investment | Grand<br> Total | |
| $ | $ | $ | $ | $ | $ | |
| Operating mine capital expenditures | 257,776 | 29,763 | 28,842 | 316,381 | 2,392 | 318,773 |
| Road construction | (887) | — | — | (887) | — | (887) |
| Fekola underground | (63,612) | — | — | (63,612) | — | (63,612) |
| Land acquisitions | — | (2,189) | — | (2,189) | — | (2,189) |
| Other | — | (260) | (1,174) | (1,434) | — | (1,434) |
| Sustaining capital expenditures | 193,277 | 27,314 | 27,668 | 248,259 | 2,392 | 250,651 |
The table below shows a reconciliation of sustaining mine exploration to operating mine exploration as extracted from the annual consolidated financial statements (dollars in thousands):
| For the year ended December 31, 2024 | ||||||
|---|---|---|---|---|---|---|
| Fekola<br> Mine | Masbate<br> Mine | Otjikoto<br> Mine | Total | Calibre equity investment | Grand<br> Total | |
| $ | $ | $ | $ | $ | $ | |
| Operating mine exploration | 4,428 | 3,649 | 7,825 | 15,902 | — | 15,902 |
| Regional exploration | — | (1,528) | (6,056) | (7,584) | — | (7,584) |
| Sustaining mine exploration | 4,428 | 2,121 | 1,769 | 8,318 | — | 8,318 |
The tables below show a reconciliation of all-in sustaining costs per ounce to production costs as extracted from the annual consolidated financial statements on a consolidated and a mine-by-mine basis (dollars in thousands):
| For the year ended December 31, 2023 | |||||||
|---|---|---|---|---|---|---|---|
| Fekola<br> Mine | Masbate<br> Mine | Otjikoto<br> Mine | Corporate | Total | Calibre equity investment | Grand<br> Total | |
| $ | $ | $ | $ | $ | $ | $ | |
| Production costs | 333,215 | 160,952 | 122,030 | — | 616,197 | 67,766 | 683,963 |
| Royalties and production taxes | 95,576 | 23,439 | 16,688 | — | 135,703 | 5,053 | 140,756 |
| Corporate administration | 12,201 | 2,921 | 5,339 | 41,850 | 62,311 | 2,794 | 65,105 |
| Share-based payments – RSUs/DSUs/PSUs/RPUs(1) | 43 | — | — | 16,188 | 16,231 | — | 16,231 |
| Community relations | 3,773 | 163 | 1,269 | — | 5,205 | — | 5,205 |
| Reclamation liability accretion | 1,552 | 1,181 | 1,181 | — | 3,914 | — | 3,914 |
| Realized gains on fuel derivative contracts | (4,169) | (3,824) | (1,206) | — | (9,199) | — | (9,199) |
| Sustaining lease expenditures | 1,935 | 1,218 | 1,145 | 1,891 | 6,189 | — | 6,189 |
| Sustaining capital expenditures(2) | 255,026 | 28,194 | 61,063 | — | 344,283 | 8,518 | 352,801 |
| Sustaining mine exploration(2) | 3,728 | 3,808 | 3,863 | — | 11,399 | 57 | 11,456 |
| Total all-in sustaining costs | 702,880 | 218,052 | 211,372 | 59,929 | 1,192,233 | 84,188 | 1,276,421 |
| Gold sold (ounces) | 588,460 | 190,800 | 214,800 | — | 994,060 | 68,725 | 1,062,785 |
| All-in sustaining cost per ounce ($/gold ounce sold) | 1,194 | 1,143 | 984 | — | 1,199 | 1,225 | 1,201 |
(1) Included as a component of Share-based payments on the Consolidated Statement of Operations.
(2) Refer to Sustaining capital expenditures and Sustaining mine exploration reconciliations below.
The table below shows a reconciliation of sustaining capital expenditures to operating mine capital expenditures as extracted from the annual consolidated financial statements (dollars in thousands):
| For the year ended December 31, 2023 | ||||||
|---|---|---|---|---|---|---|
| Fekola<br> Mine | Masbate<br> Mine | Otjikoto<br> Mine | Total | Calibre equity investment | Grand<br> Total | |
| $ | $ | $ | $ | $ | $ | |
| Operating mine capital expenditures | 298,942 | 30,142 | 61,063 | 390,147 | 8,518 | 398,665 |
| Road construction | (5,335) | — | — | (5,335) | — | (5,335) |
| Fekola underground | (38,581) | — | — | (38,581) | — | (38,581) |
| Land acquisitions | — | (198) | — | (198) | — | (198) |
| Other | — | (1,750) | — | (1,750) | — | (1,750) |
| Sustaining capital expenditures | 255,026 | 28,194 | 61,063 | 344,283 | 8,518 | 352,801 |
The table below shows a reconciliation of sustaining mine exploration to operating mine exploration as extracted from the annual consolidated financial statements (dollars in thousands):
| For the year ended December 31, 2023 | ||||||
|---|---|---|---|---|---|---|
| Fekola<br> Mine | Masbate<br> Mine | Otjikoto<br> Mine | Total | Calibre equity investment | Grand<br> Total | |
| $ | $ | $ | $ | $ | $ | |
| Operating mine exploration | 3,728 | 3,808 | 3,863 | 11,399 | 57 | 11,456 |
| Regional exploration | — | — | — | — | — | — |
| Sustaining mine exploration | 3,728 | 3,808 | 3,863 | 11,399 | 57 | 11,456 |
Adjusted net income and adjusted earnings per share - basic
Adjusted net income and adjusted earnings per share – basic are non-IFRS measures that do not have a standardized meaning prescribed by IFRS and therefore may not be comparable to similar measures presented by other issuers. The Company defines adjusted net income as net income attributable to shareholders of the Company adjusted for non-recurring items and also significant recurring non-cash items. The Company defines adjusted earnings per share – basic as adjusted net income divided by the basic weighted average number of common shares outstanding.
Management believes that the presentation of adjusted net income and adjusted earnings per share - basic is appropriate to provide additional information to investors regarding items that we do not expect to continue at the same level in the future or that management does not believe to be a reflection of the Company's ongoing operating performance. Management further believes that its presentation of these non-IFRS financial measures provide information that is useful to investors because they are important indicators of the strength of our operations and the performance of our core business. Accordingly, it is intended to provide additional information and should not be considered in isolation as a substitute for measures of performance prepared in accordance with IFRS. Other companies may calculate this measure differently.
A reconciliation of net (loss) income to adjusted net income as extracted from the annual consolidated financial statements is set out in the table below:
| Three months ended | Year ended | |||
|---|---|---|---|---|
| December 31, | December 31, | |||
| 2024 | 2023 | 2024 | 2023 | |
| $ | $ | $ | $ | |
| (000’s) | (000’s) | (000’s) | (000’s) | |
| Net (loss) income attributable to shareholders of the Company for the period: | (11,881) | (113,224) | (629,891) | 10,097 |
| Adjustments for non-recurring items and significant recurring non-cash items: | ||||
| Impairment of long-lived assets | — | 187,964 | 858,301 | 304,446 |
| Write-down of mining interests | — | 2,921 | 636 | 19,905 |
| Gain on sale of shares in associate | — | — | (16,822) | — |
| Gain on sale of mining interests | — | — | (56,115) | — |
| Regulatory dispute settlement | — | — | 15,089 | — |
| Unrealized (gains) losses on derivative instruments | (3,639) | 4,101 | 2,630 | 4,500 |
| Office lease termination costs | — | — | — | 1,946 |
| Loan receivable provision | — | — | — | 2,085 |
| Change in fair value of gold stream | 5,629 | 18,800 | 26,825 | 12,300 |
| Dilution loss on investment in Calibre | — | 943 | 8,984 | 943 |
| Deferred income tax expense (recovery) | 27,324 | (10,808) | (3,095) | (9,019) |
| Adjusted net income attributable to shareholders of the Company for the period | 17,433 | 90,697 | 206,542 | 347,203 |
| Basic weighted average number of common shares outstanding (in thousands) | 1,313,960 | 1,300,791 | 1,308,850 | 1,232,092 |
| Adjusted net earnings attributable to shareholders of the Company per share–basic ($/share) | 0.01 | 0.07 | 0.16 | 0.28 |
SUMMARY OF QUARTERLY RESULTS
| Q4 | Q3 | Q2 | Q1 | Q4 | Q3 | Q2 | Q1 | |
|---|---|---|---|---|---|---|---|---|
| 2024 | 2024 | 2024 | 2024 | 2023 | 2023 | 2023 | 2023 | |
| Gold revenue ($ in thousands) | 499,788 | 448,229 | 492,569 | 461,444 | 511,974 | 477,888 | 470,854 | 473,556 |
| Net (loss) income for the period ($ in thousands) | (9,325) | (631,032) | (34,777) | 48,481 | (117,396) | (34,770) | 91,850 | 101,904 |
| (Loss) earnings per share (1) – basic ($) | (0.01) | (0.48) | (0.02) | 0.03 | (0.09) | (0.03) | 0.06 | 0.08 |
| (Loss) earnings per share (1) – diluted ($) | (0.01) | (0.48) | (0.02) | 0.03 | (0.09) | (0.03) | 0.06 | 0.08 |
| Cash flows provided by operating activities ($ in thousands) | 120,544 | (16,099) | 62,432 | 710,727 | 205,443 | 110,204 | 194,983 | 203,823 |
| Gold sold (ounces) | 187,793 | 180,525 | 210,228 | 222,978 | 256,921 | 248,889 | 239,100 | 249,150 |
| Average realized gold price ($/ounce) | 2,661 | 2,483 | 2,343 | 2,069 | 1,993 | 1,920 | 1,969 | 1,901 |
| Gold produced (ounces) | 186,001 | 180,553 | 204,241 | 214,339 | 270,611 | 225,052 | 245,961 | 250,719 |
| Gold produced, total including Calibre equity investment (ounces) | 186,001 | 180,553 | 212,508 | 225,716 | 288,665 | 242,838 | 262,701 | 266,856 |
| Production costs ($ in thousands) | 181,376 | 192,408 | 151,299 | 156,745 | 164,406 | 171,425 | 152,762 | 127,604 |
(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 is a function of quarterly revenues, cash operating costs, related taxes and asset impairment charges. The net loss in the third quarter of 2023 reflects 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 reflects an impairment of $192 million related to the Fekola Complex, net of deferred income tax. The net loss in the second quarter of 2024 reflects an impairment of $194 million related to the Fekola Complex, net of deferred income tax, partially offset by a gain on sale of mining interests of $49 million and a gain on sale of shares in associate of $17 million. The net loss in the third quarter of 2024 reflects an impairment of $661 million related to the Goose 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 reflect the build-up of long-term supplies inventory of $98 million for the Goose Project. The net loss in the fourth quarter of 2024 reflects the retroactive application of the additional 10% priority dividend at the Fekola Mine resulting in an additional current income tax expense of $13 million.
SUMMARY AND OUTLOOK
Total gold production in 2025 is anticipated to be between 970,000 and 1,075,000 ounces, a significant increase from 2024 production levels primarily 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, the expected contribution from Fekola Regional starting in mid-2025, the commencement of mining of higher-grade ore at Fekola underground, and the commencement of gold production at the Goose Project by the end of the second quarter of 2025. The Company's full year total cash operating costs for the Fekola Complex, Masbate and Otjikoto are forecast to be between $835 and $895 per gold ounce and total all-in sustaining costs are forecast to be between $1,460 and $1,520 per gold ounce. Operating cost guidance for the Goose Project will be released in the second quarter of 2025 (prior to the commencement of initial production), after the publication in the first quarter of 2025 of B2Gold's initial Goose Project life of mine plan based on updated Mineral Reserves.
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 310,000 ounces of gold per year. The Company remains on track to complete B2Gold's initial Goose Project life of mine plan based on updated Mineral Reserves by the end of the first quarter of 2025.
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.
Following the release of positive PEA results on the Company's Gramalote Project in Colombia, B2Gold commenced 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 expected to be 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. Those work programs, as well as processing engineering and site infrastructure design, are underway and the study is on schedule.
The Company's ongoing strategy is to continue to maximize profitable production from its existing mines, maintain a strong financial position, realize the potential increase in gold production from the Company's existing development projects, continue exploration programs across the Company's robust land packages, evaluate new exploration, development and production opportunities and continue to return capital to shareholders.
OUTSTANDING SHARE DATA
At February 19, 2025, 1,318,040,605 common shares were outstanding. In addition, there were approximately 47.7 million stock options outstanding with exercise prices ranging between C$3.37 to C$8.53 per share, approximately 4.3 million RSUs outstanding and approximately 5.7 million PSUs outstanding.
The number of common shares available for issuance under the Company's stock option plan but not subject to outstanding options was 27,902,854 million and 47,742,187 million as at January 1, 2024 and December 31, 2024, respectively.
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 310,000 ounces of gold per year for the first six years; the potential for first gold production in the second quarter of 2025 from the Goose Project and the estimates of such production; trucking of selective higher-grade saprolite material from the Anaconda Area to the Fekola mill having the potential to generate approximately 80,000 to 100,000 ounces of additional gold production per year from Fekola Regional sources, including up to 180,000 ounces in certain years; the receipt of the exploitation permit for Fekola Regional and Fekola Regional production expected to commence in the second quarter 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; the timing and results of a feasibility study on the Gramalote Project; the potential to develop the Gramalote Project as an open pit gold mine; planned 2025 exploration budgets for Canada, Mali, Namibia, The Philippines, Finland, Cote D’Ivoire and other grassroots projects and the potential payment of future dividends, including the timing and amount of any such dividends, and the expectation that quarterly dividends will be maintained at the same level. All statements in this MD&A that address events or developments that we expect to occur in the future are forward-looking statements. Forward-looking statements are statements that are not historical facts and are generally, although not always, identified by words such as "expect", "plan", "anticipate", "project", "target", "potential", "schedule", "forecast", "budget", "estimate", "intend" or "believe" and similar expressions or their negative connotations, or that events or conditions "will", "would", "may", "could", "should" or "might" occur. All such forward-looking statements are based on the opinions and estimates of management as of the date such statements are made.
Forward-looking statements necessarily involve assumptions, risks and uncertainties, certain of which are beyond B2Gold's control, including risks associated with or related to: the volatility of metal prices and B2Gold's common shares; changes in tax laws; the dangers inherent in exploration, development and mining activities; the uncertainty of reserve and resource estimates; not achieving production, cost or other estimates; actual production, development plans and costs differing materially from the estimates in B2Gold's feasibility and other studies; the ability to obtain and maintain any necessary permits, consents or authorizations required for mining activities; environmental regulations or hazards and compliance with complex regulations associated with mining activities; climate change and climate change regulations; the ability to replace mineral reserves and identify acquisition opportunities; the unknown liabilities of companies acquired by B2Gold; the ability to successfully integrate new acquisitions; fluctuations in exchange rates; the availability of financing; financing and debt activities, including potential restrictions imposed on B2Gold's operations as a result thereof and the ability to generate sufficient cash flows; operations in
foreign and developing countries and the compliance with foreign laws, including those associated with operations in Mali, Namibia, the Philippines and Colombia and including risks related to changes in foreign laws and changing policies related to mining and local ownership requirements or resource nationalization generally; remote operations and the availability of adequate infrastructure; fluctuations in price and availability of energy and other inputs necessary for mining operations; shortages or cost increases in necessary equipment, supplies and labour; regulatory, political and country risks, including local instability or acts of terrorism and the effects thereof; the reliance upon contractors, third parties and joint venture partners; the lack of sole decision-making authority related to Filminera Resources Corporation, which owns the Masbate Gold Project; challenges to title or surface rights; the dependence on key personnel and the ability to attract and retain skilled personnel; the risk of an uninsurable or uninsured loss; adverse climate and weather conditions; litigation risk; competition with other mining companies; community support for B2Gold's operations, including risks related to strikes and the halting of such operations from time to time; conflicts with small scale miners; failures of information systems or information security threats; the ability to maintain adequate internal controls over financial reporting as required by law, including Section 404 of the Sarbanes-Oxley Act; compliance with anti-corruption laws, and sanctions or other similar measures; social media and B2Gold's reputation; as well as other factors identified and as described in more detail under the heading "Risk Factors" in B2Gold's most recent Annual Information Form, B2Gold's current Form 40-F Annual Report and B2Gold's other filings with Canadian securities regulators and the U.S. Securities and Exchange Commission (the "SEC"), which may be viewed at www.sedarplus.ca and www.sec.gov, respectively (the "Websites"). The list is not exhaustive of the factors that may affect B2Gold's forward-looking statements.
B2Gold's forward-looking statements are based on the applicable assumptions and factors management considers reasonable as of the date hereof, based on the information available to management at such time. These assumptions and factors include, but are not limited to, assumptions and factors related to B2Gold's ability to carry on current and future operations, including: development and exploration activities; the timing, extent, duration and economic viability of such operations, including any mineral resources or reserves identified thereby; the accuracy and reliability of estimates, projections, forecasts, studies and assessments; B2Gold's ability to meet or achieve estimates, projections and forecasts; the availability and cost of inputs; the price and market for outputs, including gold; foreign exchange rates; taxation levels; the timely receipt of necessary approvals or permits; the ability to meet current and future obligations; the ability to obtain timely financing on reasonable terms when required; the current and future social, economic and political conditions; and other assumptions and factors generally associated with the mining industry.
B2Gold's forward-looking statements are based on the opinions and estimates of management and reflect their current expectations regarding future events and operating performance and speak only as of the date hereof. B2Gold does not assume any obligation to update forward-looking statements if circumstances or management's beliefs, expectations or opinions should change other than as required by applicable law. There can be no assurance that forward-looking statements will prove to be accurate, and actual results, performance or achievements could differ materially from those expressed in, or implied by, these forward-looking statements. Accordingly, no assurance can be given that any events anticipated by the forward-looking statements will transpire or occur, or if any of them do, what benefits or liabilities B2Gold will derive therefrom. For the reasons set forth above, undue reliance should not be placed on forward-looking statements.
The projected range of all-in sustaining costs includes sustaining capital expenditures, corporate administrative expense, mine-site exploration and evaluation costs and reclamation cost accretion, and exclude the effects of expansionary capital and non-sustaining expenditures. Projected GAAP total production cash costs for the full year would require inclusion of the projected impact of future included and excluded items, including items that are not currently determinable, but may be significant, such as sustaining capital expenditures, reclamation cost accretion. Due to the uncertainty of the likelihood, amount and timing of any such items, B2Gold does not have information available to provide a quantitative reconciliation of projected all-in sustaining costs to a total production cash costs projection. B2Gold believes that this measure represents the total costs of producing gold from current operations, and provides B2Gold and other stakeholders of the Company with additional information of B2Gold’s operational performance and ability to generate cash flows. All-in sustaining costs, as a key performance measure, allows B2Gold to assess its ability to support capital expenditures and to sustain future production from the generation of operating cash flows. This information provides management with the ability to more actively manage capital programs and to make more prudent capital investment decisions.
CAUTIONARY STATEMENT REGARDING MINERAL RESERVE AND RESOURCE ESTIMATES
The disclosure in this MD&A was prepared in accordance with Canadian standards for the reporting of mineral resource and mineral reserve estimates, which differ in some material respects from the disclosure requirements of United States securities laws. In particular, and without limiting the generality of the foregoing, the terms “mineral reserve”, “proven mineral reserve”, “probable mineral reserve”, “inferred mineral resources,”, “indicated mineral resources,” “measured mineral resources” and “mineral resources” used or referenced in this prospectus, any prospectus supplement and the documents incorporated by reference herein or therein 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 offering memorandum and the documents incorporated by reference herein 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.
41
Document
Consent of Independent Registered Public Accounting Firm
We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (No. 333-273659, 333-239197, 333-232158, 333-226063, 333-218710, 333-206811, 333-200228 and 333-192555) and the Registration Statement on Form F-3D (No. 333-274310) of B2Gold Corp. (the “Company”) of our report dated February 19, 2025 relating to the 2024 consolidated financial statements and the effectiveness of the Company’s internal control over financial reporting, which appears in Exhibit 99.1 to the Company’s current report on Form 6-K filed on February 19, 2025.
/s/PricewaterhouseCoopers LLP
Chartered Professional Accountants
Vancouver, Canada
February 19, 2025
Document
Exhibit 99.4
Consent of Andrew Brown
I consent to the inclusion in the Management’s Discussion and Analysis of B2Gold Corp. (the “Company”) for the year ended December 31, 2024 (the “MD&A”), of references to my name, including as an expert or qualified person under Canadian National Instrument 43-101, with respect to the use and disclosure of any scientific and technical information regarding the Company’s exploration matters associated with the properties contained, summarized, or incorporated by reference therein (the “Technical Information”).
I also consent to the incorporation by reference in the Company’s Registration Statements on Form S-8 (Nos. 333-239197, 333-232158, 333-206811, 333-200228, 333-218710, 333-226063, 333-192555 and 333-273659) and on the Registration Statement on Form F-3D (No. 333-274310), filed with the United States Securities and Exchange Commission, and any amendments or supplements thereto, of the references to my name as a qualified person and of such Technical Information contained or incorporated by reference in the MD&A.
| Date: February 19, 2025 | /s/ Andrew Brown |
|---|---|
| Andrew Brown, Vice President, Exploration |
Document
Exhibit 99.5
Consent of William Lytle
I consent to the inclusion in the Management’s Discussion and Analysis of B2Gold Corp. (the “Company”) for the year ended December 31, 2024 (the “MD&A”), of references to my name, including as an expert or qualified person under Canadian National Instrument 43-101, with respect to the use and disclosure of any scientific and technical information regarding the Company’s operational matters associated with the properties contained, summarized, or incorporated by reference therein (the “Technical Information”).
I also consent to the incorporation by reference in the Company’s Registration Statements on Form S-8 (Nos. 333-239197, 333-232158, 333-206811, 333-200228, 333-218710, 333-226063, 333-192555 and 333-273659) and on the Registration Statement on Form F-3D (No. 333-274310), filed with the United States Securities and Exchange Commission, and any amendments or supplements thereto, of the references to my name as a qualified person and of such Technical Information contained or incorporated by reference in the MD&A.
| Date: February 19, 2025 | /s/ William Lytle |
|---|---|
| William Lytle, Senior Vice President and Chief Operating Officer |