B2gold Corp 6-K, filed May 27, 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:

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’s Operations at its Fekola Minein Mali Continue Unimpeded

Vancouver, BC, May 26, 2021 – B2Gold Corp. (TSX: BTO, NYSE AMERICAN: BTG, NSX: B2G) (“B2Gold” or the “Company”) announces that the Company is monitoring the evolving political situation in Mali. B2Gold’s mining operations at its Fekola Mine have not been affected in any way and the Company has continued normal mining and milling operations. The Company does not expect that any operational days will be lost due to the political situation in the country and has confirmed that all B2Gold’s personnel are safe. The Fekola Mine is projected to produce 530,000 to 560,000 ounces of gold in 2021.

In addition, the Company has been made aware that L’Union Nationale des Travailleurs du Mali (the National Union of Malian Workers) has ended the national strike action in the country as of May 25, 2021, which to date had not had any significant impact on B2Gold’s operations in Mali.

B2Gold will continue to monitor the evolving situation and work to ensure the safety of its personnel and that the Fekola 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 critical for the country.

B2Gold is committed to working with the governing authorities in Mali in order to build on the strong relationship it has enjoyed to date. The Company will continue to work in a transparent manner to ensure the continuation of the positive and mutually beneficial partnership between B2Gold and the Malian government for the benefit of the Malian people and all stakeholders. This will include a continuation of the ongoing discussions with respect to renewal of the Menankoto exploration permit, which the Company believes it is entitled to receive under proper application of Malian law.

B2Gold is one of the largest Canadian investors in Mali and the Fekola Mine, in which the State of Mali has a 20% ownership interest, and is a flagship investment in the country’s mining sector. In 2020, B2Gold produced 622,518 ounces of gold, an estimated 27% of Mali’s industrial gold production, from the Fekola Mine, generating approximately US$300 million in revenues for Mali, comprised of taxes and dividends. Since the Fekola Mine commenced production in 2017, it has generated approximately US$580 million in revenues for Mali.

The Company’s total investment in Mali to date is more than US$1 billion and B2Gold is a significant employer with more than 2,200 employees, of which more than 93% are Malian nationals. The Company paid approximately US$64 million in employee salaries and benefits in 2020. Through its investment, B2Gold has provided major economic benefits including job creation, training, capacity building and community investments, including a recently announced US$10 million Signature Agricultural Business Community Project to benefit local communities and provide sustainable livelihoods going forward.

Since the Company commenced its investment in Mali, B2Gold has always enjoyed a positive and mutually beneficial relationship with the Government of Mali. Most recently, B2Gold partnered with the Government of Mali to assist the people of Mali facing challenges created by the COVID-19 pandemic, as well as its impact on the mining sector. B2Gold continues to explore additional ways in which it might help the government deal with the impact of the pandemic.

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, 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, please visit the 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 aconsolidated and mine by mine basis; the impact of the COVID-19 pandemic on B2Gold’s operations, including any restrictions or suspensionswith respect to our operations and the effect of any such restrictions or suspensions on our financial and operational results; the abilityof the Company to successfully maintain our operations if they are temporarily suspended, and to restart or ramp-up these operations efficientlyand economically, the impact of COVID-19 on the Company’s workforce, suppliers and other essential resources and what effect thoseimpacts, if they occur, would have on our business, our planned capital and exploration expenditures; future or estimated mine life, metalprice assumptions, ore grades or sources, gold recovery rates, stripping ratios, throughput, ore processing; statements regarding anticipatedexploration, drilling, development, construction, permitting and other activities or achievements of B2Gold; and including, without limitation:total consolidated gold production of between 970,000 and 1,030,000 ounces in 2021; and gold production from the Fekola Mine of between530,000 and 560,000 ounces in 2021. 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 such forward-lookingstatements are based on 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.