B2gold Corp 6-K, filed Jun 1, 2021
B2gold Corp (BTG)
About this 6-K
B2gold Corp filed this 6-K on June 1, 2021.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of May, 2021
Commission File Number: 001-35936
B2GoldCorp.
(Translation of registrant’s name into English)
British Columbia, Canada
(Jurisdiction of incorporation or organization)
Suite 3400, Park Place
666 Burrard Street
Vancouver, British ColumbiaV6C 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 |
|---|
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: May 28,<br> 2021 | By: | /s/ Roger Richer |
| Name: | Roger Richer | |
| Title: | Executive Vice President, General Counsel & Secretary |
EXHIBIT INDEX
Exhibit99.1
****
News Release
B2Gold Announces that Independent Proxy AdvisoryFirms, ISS and Glass Lewis,Recommend B2Gold Shareholders Vote For All Proposed Itemsat the Upcoming Annual General & Special Meeting
Vancouver, BC, May 28, 2021 - B2Gold Corp. (TSX: BTO, NYSE AMERICAN: BTG, NSX: B2G) (“B2Gold”) is pleased to announce that Institutional Shareholder Services (“ISS”) and Glass Lewis & Co. (“Glass Lewis”) have both recommended that shareholders vote FOR the re-approval of the B2Gold stock option plan as well as vote FOR all other proposed items to be considered at the upcoming Annual General & Special Meeting of Shareholders of B2Gold.
ISS and Glass Lewis are two leading independent, third party proxy advisory firms who, among other services, provide proxy-voting recommendations to pension funds, investment managers, mutual funds and other institutional shareholders.
B2Gold Annual General & Special Meeting:
The Annual General & Special Meeting of Shareholders of B2Gold is scheduled for 2pm PDT/5pm EDT on Friday June 11, 2021, in a virtual-only format conducted online via live video webcast at:
https://web.lumiagm.com/?fromUrl=431696046
B2Gold shareholders areencouraged to vote their shares today in advance of the proxy
submission deadline on Wednesday, June 9, 2021, at 2pm PDT/5pm EDT
B2Gold’s Board ofDirectors recommends that shareholders
vote FOR all proposed resolutions
B2Gold encourages shareholders to read the meeting material in detail. Copies of the meeting material, including the management information circular, are available under B2Gold’s profile on SEDAR at www.sedar.com and on B2Gold’s website at www.b2gold.com/investors/agm/.
How to Vote:
Shareholders are encouraged to vote well in advance of the meeting using one of the three methods below.
| Beneficial Shareholders<br><br> <br>(Shares held with a broker, bank or other intermediary) | Registered Shareholders<br><br> <br>(Shares held in own name and represented by a physical certificate) | |
|---|---|---|
| ****<br><br> <br>Internet: | www.proxyvote.com | www.investorvote.com |
| ****<br><br> <br>Phone: | Call the number(s) listed on the voting instruction form and vote using the control number provided therein | Phone: +1 866-732-8683 |
| ****<br><br> <br>Mail: | Return<br>the voting instruction form in the <br><br>enclosed postage paid envelope | Return the form of proxy in the enclosed postage paid envelope |
Shareholder Questions:
B2Gold shareholders who have questions about the proposed items to be considered at the Annual General & Special Meeting, or require assistance with the virtual-only format or voting their shares, should contact B2Gold’s proxy solicitation agent, Laurel Hill Advisory Group.
Laurel Hill Advisory Group:
North America Toll Free: +1 877-452-7184
Collect Calls Outside North America: +1 416-304-0211
Email: assistance@laurelhill.com
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, Colombia, Burkina Faso, Finland and Uzbekistan. B2Gold forecasts total consolidated gold production of between 970,000 and 1,030,000 ounces in 2021.
OnBehalf of B2GOLD CORP.
“Clive T. Johnson”
President & ChiefExecutive Officer
For more information on B2Gold or the 2021 AGM 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 |
For more information on B2Gold please visitthe Company website at www.b2gold.com or contact:
The Toronto Stock Exchange and NYSE AmericanLLC neither approve nor disapprove the information contained in this news release.
Production results and production guidancepresented in this news release reflect total production at the mines B2Gold operates on a 100% project basis. Please see our Annual InformationForm dated March 30, 2021 for a discussion of our ownership interest in the mines B2Gold operates.
This news release includes certain “forward-lookinginformation” and “forward-looking statements” (collectively forward-looking statements”) within the meaning ofapplicable Canadian and United States securities legislation, including: projections; outlook; guidance; forecasts; estimates; and otherstatements regarding future or estimated financial and operational performance, gold production and sales, revenues and cash flows, andcapital costs (sustaining and non-sustaining) and operating costs, including projected cash operating costs and AISC, 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 operationsand the effect of any such restrictions or suspensions on our financial and operational results; the ability of the Company to successfullymaintain our operations if they are temporarily suspended, and to restart or ramp-up these operations efficiently and economically, theimpact of COVID-19 on the Company’s workforce, suppliers and other essential resources and what effect those impacts, 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: totalconsolidated gold production of between 970,000 and 1,030,000 ounces in 2021; and gold production from the Fekola Mine of between 530,000and 560,000 ounces in 2021. All statements in this news release that address events or developments that we expect to occur in the futureare forward-looking statements. Forward-looking statements are statements that are not historical facts and are generally, although notalways, 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 basedon the opinions and estimates of management as of the date such statements are made.
Forward-looking statements necessarily involveassumptions, risks and uncertainties, certain of which are beyond B2Gold’s control, including risks associated with or related to:the duration and extent of the COVID-19 pandemic, the effectiveness of preventative measures and contingency plans put in place by theCompany to respond to the COVID-19 pandemic, including, but not limited to, social distancing, a non-essential travel ban, business continuityplans, and efforts to mitigate supply chain disruptions; escalation of travel restrictions on people or products and reductions in theability of the Company to transport and refine doré; the volatility of metal prices and B2Gold’s common shares; changes intax laws; the dangers inherent in exploration, development and mining activities; the uncertainty of reserve and resource estimates; notachieving production, cost or other estimates; actual production, development plans and costs differing materially from the estimatesin B2Gold’s feasibility and other studies; the ability to obtain and maintain any necessary permits, consents or authorizationsrequired for mining activities; environmental regulations or hazards and compliance with complex regulations associated with mining activities;climate change and climate change regulations; the ability to replace mineral reserves and identify acquisition opportunities; the unknownliabilities of companies acquired by B2Gold; the ability to successfully integrate new acquisitions; fluctuations in exchange rates; theavailability of financing; financing and debt activities, including potential restrictions imposed on B2Gold’s operations as a resultthereof and the ability to generate sufficient cash flows; operations in foreign and developing countries and the compliance with foreignlaws, including those associated with operations in Mali, Namibia, the Philippines, Colombia and Burkina Faso and including risks relatedto changes 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; fluctuations in priceand availability of energy and other inputs necessary for mining operations; shortages or cost increases in necessary equipment, suppliesand labour; regulatory, political and country risks, including local instability or acts of terrorism and the effects thereof; the relianceupon contractors, third parties and joint venture partners; the lack of sole decision-making authority related to Filminera ResourcesCorporation, which owns the Masbate Project; challenges to title or surface rights; the dependence on key personnel and the ability toattract and retain skilled personnel; the risk of an uninsurable or uninsured loss; adverse climate and weather conditions; litigationrisk; competition with other mining companies; community support for B2Gold’s operations, including risks related to strikes andthe halting of such operations from time to time; conflicts with small scale miners; failures of information systems or information securitythreats; the ability to maintain adequate internal controls over financial reporting as required by law, including Section 404 of theSarbanes-Oxley Act; compliance with anti-corruption laws, and sanctions or other similar measures; social media and B2Gold’s reputation;risks affecting Calibre having an impact on the value of the Company’s investment in Calibre, and potential dilution of our equityinterest in Calibre; 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 filingswith Canadian securities regulators and the U.S. Securities and Exchange Commission (the “SEC”), which may be viewed at www.sedar.comand www.sec.gov, respectively (the “Websites”). The list is not exhaustive of the factors that may affect B2Gold’s forward-lookingstatements.
B2Gold’s forward-looking statementsare based on the applicable assumptions and factors management considers reasonable as of the date hereof, based on the information availableto management at such time. These assumptions and factors include, but are not limited to, assumptions and factors related to B2Gold’sability to carry on current and future operations, including: the duration and effects of COVID-19 on our operations and workforce; developmentand exploration activities; the timing, extent, duration and economic viability of such operations, including any mineral resources orreserves identified thereby; the accuracy and reliability of estimates, projections, forecasts, studies and assessments; B2Gold’sability 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 currentand future obligations; the ability to obtain timely financing on reasonable terms when required; the current and future social, economicand political conditions; and other assumptions and factors generally associated with the mining industry.
B2Gold’s forward-looking statementsare based on the opinions and estimates of management and reflect their current expectations regarding future events and operating performanceand speak only as of the date hereof. B2Gold does not assume any obligation to update forward-looking statements if circumstances or management’sbeliefs, expectations or opinions should change other than as required by applicable law. There can be no assurance that forward-lookingstatements 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-lookingstatements will transpire or occur, or if any of them do, what benefits or liabilities B2Gold will derive therefrom. For the reasons setforth above, undue reliance should not be placed on forward-looking statements.