B2gold Corp 6-K, filed Apr 1, 2021

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 March 2021

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 Corp. Files Form 40-F

Vancouver, BC, March 30, 2021 - B2Gold Corp. (TSX: BTO, NYSE AMERICAN: BTG, NSX: B2G) (“B2Gold” or the “Company”) has today filed with the U.S. Securities and Exchange Commission (the “SEC”) its SEC Annual Report on Form 40-F for the year ended December 31, 2020. This includes the Company’s Annual Information Form, audited Financial Statements and Management’s Discussion & Analysis for the year ended December 31, 2020.

B2Gold shareholders may receive a hard copy of the Company’s complete audited financial statements for the year ended December 31, 2020, free of charge, upon request. For further information please visit the Company website at https://www.b2gold.com/investors/financials/.

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 and Burkina Faso. B2Gold forecasts total consolidated gold production of between 970,000 and 1,030,000 ounces in 2021.

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.

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 AnnualInformation Form dated March 20, 2020 for a discussion of our ownership interest in the mines B2Gold operates.

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, revenues and cash flows, and capital costs (sustaining and non-sustaining) and operating costs, including projectedcash operating costs and AISC, and budgets

on a consolidated and mine by minebasis; the impact of the COVID-19 pandemic on B2Gold’s operations, including any restrictions or suspensions with respectto 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 operationsefficiently and economically, the impact of COVID-19 on the Company’s workforce, suppliers and other essential resourcesand what effect those impacts, if they occur, would have on our business, our planned capital and exploration expenditures; futureor estimated mine life, metal price assumptions, ore grades or sources, gold recovery rates, stripping ratios, throughput, oreprocessing; statements regarding anticipated exploration, drilling, development, construction, permitting and other activitiesor achievements of B2Gold; and including, without limitation: total consolidated gold production of between 970,000 and 1,030,000ounces 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, althoughnot 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 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; escalation of travel restrictions on peopleor products and reductions in the ability of the Company to transport and refine doré; the volatility of metal prices andB2Gold’s common shares; changes in tax laws; the dangers inherent in exploration, development and mining activities; theuncertainty 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 obtainand maintain any necessary permits, consents or authorizations required for mining activities; environmental regulations or hazardsand compliance with complex regulations associated with mining activities; climate change and climate change regulations; the abilityto replace mineral reserves and identify acquisition opportunities; the unknown liabilities of companies acquired by B2Gold; theability to successfully integrate new acquisitions; fluctuations in exchange rates; the availability of financing; financing anddebt activities, including potential restrictions imposed on B2Gold’s operations as a result thereof and the ability to generatesufficient cash flows; operations in foreign and developing countries and the compliance with foreign laws, including those associatedwith operations in Mali, Namibia, the Philippines, Colombia and Burkina Faso and including risks related to changes in foreignlaws and changing policies related to mining and local ownership requirements or resource nationalization generally, includingin 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,supplies and labour; regulatory, political and country risks, including local instability or acts of terrorism and the effectsthereof; the reliance upon contractors, third parties and joint venture partners; the lack of sole decision-making authority relatedto Filminera Resources Corporation, which owns the Masbate Project; challenges to title or surface rights; the dependence on keypersonnel and the ability to attract and retain skilled personnel; the risk of an uninsurable or uninsured loss; adverse climateand 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’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 relatedto 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; foreign exchange rates; taxation levels; the timely receipt of necessaryapprovals or permits; the ability to meet current and future obligations; the ability to obtain timely financing on reasonableterms when required; the current and future social, economic and political conditions; and other assumptions and factors generallyassociated 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 operatingperformance and speak only as of the date hereof. B2Gold does not assume any obligation to update forward-looking statements ifcircumstances or management’s beliefs, expectations or opinions should change other than as required by applicable law. Therecan 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.