B2gold Corp (BTG) 6-K, filed Nov 25, 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 November, 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:

☐ Form 20-F	☒ 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.

	B2Gold Corp.
Date: November 25,<br> 2020	By:	/s/ Roger Richer
	Name:	Roger Richer
	Title:	Executive Vice President, General Counsel & Secretary

EXHIBIT INDEX

Exhibit No.	Description
99.1	News<br> Release dated November 25, 2020 - B2Gold Declares Fourth Quarter 2020 Dividend of $0.04 per share

Exhibit99.1

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News Release

B2Gold Declares Fourth Quarter 2020Dividend of $0.04 per share

**Vancouver, BC, November 25, 2020 –**B2Gold Corp. (TSX: BTO, NYSE AMERICAN: BTG, NSX: B2G) (“B2Gold” or the “Company”) is pleased to announce that its Board of Directors (the “Board”) has declared a cash dividend for the fourth quarter of 2020 of $0.04 per share (or an expected $0.16 per share on an annualized basis), payable on December 18, 2020, to shareholders of record as of December 8, 2020. All dollar figures are in United States Dollars unless otherwise indicated.

As part of the long-term strategy to maximize shareholder value, B2Gold expects to declare future quarterly dividends at the same level. 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.

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 the B2Golds’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 intended rate or at all in the future.

About B2Gold Corp.

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

OnBehalf of B2GOLD CORP.

“Clive T. Johnson”

President & Chief Executive Officer

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

Ian MacLean	Katie Bromley
Vice President, Investor Relations	Manager, Investor Relations & Public Relations
+1 604-681-8371	+1 604-681-8371
imaclean@b2gold.com	kbromley@b2gold.com

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

Productionresults and production guidance presented in this news release reflect total production at the mines B2Gold operates on a 100%project basis. Please see our Annual Information Form dated March 20, 2020 for a discussion of our ownership interestin the mines B2Gold operates.

Thisnews release includes certain "forward-looking information" and "forward-looking statements" (collectivelyforward-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 andoperational 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 AISC, and including, without limitation: the potential paymentof future dividends, including the timing and amount of any such dividends, and the expectation that quarterly dividends will bemaintained at the same level. All statements in this news release that address events or developments that we expect to occur inthe 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 suchforward-looking statements are based on the opinions and estimates of management as of the date such statements are made.

Forward-lookingstatements necessarily involve assumptions, risks and uncertainties, certain of which are beyond B2Gold's control, including risksassociated with or related to: the duration and extent of the COVID-19 pandemic, the effectiveness of preventative measures andcontingency plans put in place by the Company to respond to the COVID-19 pandemic, including, but not limited to, social distancing,a non-essential travel ban, business continuity plans, and efforts to mitigate supply chain disruptions; escalation of travel restrictionson people or products and reductions in the ability of the Company to transport and refine doré; the volatility of metalprices 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, developmentplans and costs differing materially from the estimates in B2Gold's feasibility and other studies; the ability to obtain and maintainany necessary 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 sufficient cashflows; operations in foreign and developing countries and the compliance with foreign laws, including those associated with operationsin Mali, Namibia, the Philippines, Colombia and Burkina Faso and including risks related tochanges in foreign laws and changing policies related to mining and local ownership requirements or resource nationalization generally,including in response to the COVID-19 outbreak; remote operations and the availability of adequate infrastructure; fluctuationsin price and availability of energy and other inputs necessary for mining operations; shortages or cost increases in necessaryequipment, supplies and labour; regulatory, political and country risks, including local instability or acts of terrorism and theeffects thereof; the reliance upon contractors, third parties and joint venture partners; the lack of sole decision-making authorityrelated to Filminera Resources Corporation, which owns the Masbate Project; challenges to title or surface rights; the dependenceon key personnel and the ability to attract and retain skilled personnel; the risk of an uninsurable or uninsured loss; adverseclimate 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; failuresof information systems or information security threats; the ability to maintain adequate internal controls over financial reportingas required by law, including Section 404 of the Sarbanes-Oxley Act; compliance with anti-corruption laws, and sanctions or othersimilar measures; social media and B2Gold's reputation; risks affecting Calibre having an impact on the value of the Company'sinvestment in Calibre, and potential dilution of our equity interest in Calibre; as well as other factors identified and as describedin more detail under the heading "Risk Factors" in B2Gold's most recent Annual Information Form, B2Gold's current Form40-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.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.

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B2Gold'sforward-looking statements are based on the applicable assumptions and factors management considers reasonable as of the date hereof,based on the information available to management at such time. These assumptions and factors include, but are not limited to, assumptionsand factors related to B2Gold's ability to carry on current and future operations, including: the duration and effects of COVID-19 on our operations and workforce; development and exploration activities; the timing, extent, duration and economic viability ofsuch operations, including any mineral resources or reserves identified thereby; the accuracy and reliability of estimates, projections,forecasts, studies and assessments; B2Gold's ability to meet or achieve estimates, projections and forecasts; the availabilityand cost of inputs; the price and market for outputs, including gold; foreign exchange rates; taxation levels; the timely receiptof necessary approvals or permits; the ability to meet current and future obligations; the ability to obtain timely financing onreasonable terms when required; the current and future social, economic and political conditions; and other assumptions and factorsgenerally associated with the mining industry.

B2Gold'sforward-looking statements are based on the opinions and estimates of management and reflect their current expectations regardingfuture events and operating performance and speak only as of the date hereof. B2Gold does not assume any obligation to update forward-lookingstatements if circumstances or management's beliefs, expectations or opinions should change other than as required by applicablelaw. There can be no assurance that forward-looking statements will prove to be accurate, and actual results, performance or achievementscould differ materially from those expressed in, or implied by, these forward-looking statements. Accordingly, no assurance canbe given that any events anticipated by the forward-looking statements will transpire or occur, or if any of them do, what benefitsor liabilities B2Gold will derive therefrom. For the reasons set forth above, undue reliance should not be placed on forward-lookingstatements.

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B2gold Corp 6-K, filed Nov 25, 2020

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