B2gold Corp 6-K, filed Aug 19, 2020

UNITEDSTATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

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

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of August, 2020

Commission File Number: 001-35936

B2GoldCorp.

(Translation of registrant’s name into English)

British Columbia, Canada

(Jurisdiction of incorporation or organization)

Suite 3100, Three BentallCentre

595 Burrard Street

Vancouver, British Columbia V7X 1J1

Canada

(Address of principal executive office)

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

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

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

DOCUMENTS INCLUDED AS PARTOF THIS FORM 6-K

See the Exhibit Index hereto.

SIGNATURES

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

EXHIBIT INDEX

Exhibit99.1

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News Release

B2Gold Continues to Operate Unimpededat its Fekola Mine in Mali

Vancouver, Canada, August 19, 2020,– B2Gold Corp. (TSX: BTO, NYSE AMERICAN: BTG, NSX: B2G) (“B2Gold” or the “Company”) announces that the Company continues to monitor the evolving political situation in Mali. B2Gold’s mining operations at its Fekola Mine have not been affected in any way and the Company continues mining and milling operations as normal. The Fekola Mine has sufficient supplies on hand to maintain its budgeted activities through the end of the third quarter and beyond if needed. The Fekola mill expansion remains on schedule. No operational days have been lost due to the political situation in the country and all of B2Gold’s mine personnel are safe.

B2Gold will continue to monitor the situation and work to ensure that its mining operations continue normally, providing economic benefits and job creation both to the communities around the mine and to regional and national governments. Foreign investment and political stability in Mali are crucial for the country.

B2Gold has enjoyed a positive relationship with the Government of Mali from the beginning of its investment in the country, including, most recently, partnering with the government to assist the people of Mali in facing the challenges created by the COVID-19 pandemic and its impact on the mining sector.

As one of the largest Canadian investors in Mali, B2Gold has enjoyed strong support for its investment which now totals nearly US$1 billion. With more than 2,200 employees in Mali (more than 93% Malians), B2Gold has provided major economic benefits, training and capacity building to Malians, providing more than US$37 million in salaries for employees in 2019 alone. As a vital commercial enterprise in Mali, the Fekola Mine generated almost US$134 million in revenue for the Government of Mali in 2019.

The State of Mali has a 20% ownership in the Fekola Mine, in addition to benefitting from royalties and taxes.

About B2Gold

B2Gold is a low-cost international senior gold producer headquartered in Vancouver, Canada. Founded in 2007, today, B2Gold has operating gold mines in Mali, Namibia and the Philippines, and numerous exploration and development projects in various countries including Mali and Colombia. In 2020, B2Gold forecasts consolidated gold production of between 1,000,000 and 1,055,000 ounces.

OnBehalf of B2GOLD CORP.

"CliveT. Johnson"

President& Chief Executive Officer

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

The Toronto Stock Exchange and NYSEAmerican LLC neither approve nor disapprove the information contained in this news release.

This news release 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 productionand sales, and budgets on a consolidated and mine by mine basis; the impact of the COVID-19 pandemic on B2Gold’s operations,including any restrictions or suspensions with respect to our operations and the effect of any such restrictions or suspensionson our financial and operational results; the ability of the Company to successfully maintain our operations if they are temporarilysuspended, and to restart or ramp-up these operations efficiently and economically, the impact of COVID-19 on the Company’sworkforce, suppliers and other essential resources and what effect those impacts, if they occur, would have on our business, ourplanned capital and exploration expenditures; statements regarding activities or achievements of B2Gold including, without limitation:consolidated gold production of between 1,000,000 and 1,055,000 ounces in 2020. All statements in this news release that addressevents or developments that we expect to occur in the future are forward-looking statements. Forward-looking statements are statementsthat 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 negativeconnotations, 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 thedate such statements are made.

Forward-looking statements necessarilyinvolve assumptions, risks and uncertainties, certain of which are beyond B2Gold’s control, including risks associated withor related to: the duration and extent of the COVID-19 pandemic, the effectiveness of preventative measures and contingency plansput in place by the Company to respond to the COVID-19 pandemic, including, but not limited to, social distancing, a non-essentialtravel ban, business continuity plans, and efforts to mitigate supply chain disruptions; the volatility of metal prices and B2Gold’scommon shares; changes in tax laws; the dangers inherent in exploration, development and mining activities; the uncertainty ofreserve and resource estimates; not achieving production, cost or other estimates; actual production, development plans and costsdiffering materially from the estimates in B2Gold’s feasibility and other studies; the ability to obtain and maintain anynecessary permits, consents or authorizations required for mining activities; environmental regulations or hazards and compliancewith complex regulations associated with mining activities; climate change and climate change regulations; the ability to replacemineral reserves and identify acquisition opportunities; the unknown liabilities of companies acquired by B2Gold; the ability tosuccessfully 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 sufficientcash flows; operations in foreign and developing countries and the compliance with foreign laws, including those associated withoperations in Colombia and including risks related to changes in foreign laws and changing policies related to mining and localownership 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 increasesin necessary equipment, supplies and labour; regulatory, political and country risks, including local instability or acts of terrorismand the effects thereof; the reliance upon contractors, third parties and joint venture partners; challenges to title or surfacerights; the dependence on key personnel and the ability to attract and retain skilled personnel; the risk of an uninsurable oruninsured loss; adverse climate and weather conditions; litigation risk; competition with other mining companies; community supportfor B2Gold’s operations, including risks related to strikes and the halting of such operations from time to time; conflictswith small scale miners; failures of information systems or information security threats; the outcome of the ongoing tax assessmentby the Colombian Tax Office (DIAN) in respect of the Gramalote property; the ability to maintain adequate internal controls overfinancial 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 asdescribed in more detail under the heading “Risk Factors” in B2Gold’s most recent Annual Information Form, B2Gold’scurrent Form 40-F Annual Report and B2Gold’s other filings with Canadian securities regulators and the U.S. Securities andExchange Commission (the “SEC”), which may be viewed at www.sedar.com and www.sec.gov, respectively (the “Websites”).The list is not exhaustive of the factors that may affect B2Gold’s forward-looking statements.

B2Gold’s forward-looking statementsare based on the applicable assumptions and factors management considers reasonable as of the date hereof, based on the informationavailable to management at such time. These assumptions and factors include, but are not limited to, assumptions and factors relatingto B2Gold’s ability to carry on current and future operations, including: the duration and effects of COVID-19 on our operationsand workforce; development and exploration activities; the timing, extent, duration and economic viability of such operations,including any mineral resources or reserves identified thereby; the accuracy and reliability of estimates, projections, forecasts,studies and assessments; B2Gold’s ability to meet or achieve estimates, projections and forecasts; the availability and costof inputs; the price and market for outputs, including gold; the timely receipt of necessary approvals or permits; the abilityto meet current and future obligations; the ability to obtain timely financing on reasonable terms when required; the current andfuture social, economic and political conditions; and other assumptions and factors generally associated with the mining industry.B2Gold’s forward-looking statements are based on the opinions and estimates of management and reflect their current expectationsregarding future events and operating performance and speak only as of the date hereof. B2Gold does not assume any obligation toupdate forward-looking statements if circumstances or management’s beliefs, expectations or opinions should change otherthan as required by applicable law. There can be no assurance that forward-looking statements will prove to be accurate, and actualresults, performance or achievements could differ materially from those expressed in, or implied by, these forward-looking statements.Accordingly, no assurance can be given that any events anticipated by the forward-looking statements will transpire or occur, orif any of them do, what benefits or liabilities B2Gold will derive therefrom. For the reasons set forth above, undue reliance shouldnot be placed on forward-looking statements.