Filed Pursuant to Rule 433
Issuer Free Writing Prospectus
Relating to Prospectus Supplement dated August 11, 2016
(To Prospectus dated January 11, 2016)
Registration No. 333-208506
B2Gold Corp. Announces
At-The-Market Offering of Up to US$100 Million
Vancouver, August 12, 2016
B2Gold Corp.
(
B2Gold
or the
Company
) (TSX: BTO, NYSE MKT: BTG, NSX: B2G)
announces that it has entered into an equity distribution agreement dated August
11, 2016 (the
Equity Distribution Agreement
) with Canaccord Genuity
Corp. and Canaccord Genuity Inc. (collectively,
Canaccord
) and HSBC
Securities (Canada) Inc. and HSBC Securities (USA) Inc. (collectively,
HSBC
, and together with Canaccord, the
Agents
). Under the
Equity Distribution Agreement, the Company will be entitled, at its discretion
and from time-to-time during the term of the Equity Distribution Agreement, to
sell, through the Agents, such number of common shares of the Company (the
Common Shares
) having an aggregate gross offering price of up to
US$100,000,000 (the
Offering
). Sales of Common Shares will be made
through at the market distributions as defined in National Instrument 44-102,
on the NYSE MKT LLC (
NYSE MKT
), the Toronto Stock Exchange
(
TSX
) or on any other existing trading market for the Common Shares in
the United States or Canada. The Common Shares will be distributed either (i) at
the market prices prevailing at the time of the sale; or (ii) at prices to be
negotiated with purchasers. As a result, prices may vary as between purchasers
and during the period of distribution.
The Company has filed a prospectus supplement dated August 11,
2016 to the Companys existing U.S. shelf registration statement on Form F-10
(the
Registration Statement
) and Canadian short form base shelf
prospectus (the
Base Shelf Prospectus
), each dated January 11, 2016.
The Canadian prospectus supplement (together with the Base Shelf Prospectus) is
available on the SEDAR website maintained by the Canadian Securities
Administrators at www.sedar.com. The U.S. prospectus supplement (together with
the related U.S. base shelf prospectus and the Registration Statement) is
available on the SECs website at www.sec.gov. Alternatively, the Agents will
send the Canadian or U.S. prospectus supplement (together with the applicable
base shelf prospectus) upon request by contacting Canaccord
at 161 Bay
Street, Suite 3000, P.O. Box 516, Toronto, ON Canada M5J 2S1, Attention:
Syndication, phone: 1-416-869-7368, email: ecm@canaccordgenuity.com, or HSBC at
452 Fifth Avenue, New York, New York, USA 10018, Attention: Prospectus
Department, toll-free: 877-429-7459, email: ny.equity.syndicate@us.hsbc.com.
The Company intends to use the net proceeds of the Offering, if
any, to fund ongoing general corporate expenditures, discretionary capital
programs, accelerated exploration at the Fekola Project in Mali and exploration
and feasibility work at the Kiaka Project in Burkina Faso.
1
The Company will pay the Agents a placement fee for the Common
Shares sold under the Equity Distribution Agreement equal to 2% of the gross
proceeds from each placement.
The TSX has conditionally approved the listing of the Common
Shares offered hereunder, subject to the Company fulfilling all of the listing
requirements of the TSX. The NYSE MKT has approved the listing of the Common
Shares offered hereunder.
To the extent certain insiders of the Company, including
existing shareholders holding 10% or more of the Companys outstanding Common
Shares, purchase Common Shares under the Offering, such purchases would
constitute a related party transaction under Multilateral Instrument 61-101
Protection of Minority Shareholders in Special Transactions
(
MI
61-101
). Although the extent of any such purchases is not known at this
time, the potential participation by insiders in the Offering would be exempt
from the requirements to obtain a formal valuation report and minority
shareholder approval under Sections 5.5(a) and 5.7(1)(a) of MI 61-101 as the
fair market value of the entire Offering represents less than 25% of the
Companys market capitalization.
This news release shall not in any circumstances constitute an
offer to sell or a solicitation of an offer to buy, nor shall there be any sale
of these securities in any jurisdiction in which an offer, solicitation or sale
would be unlawful prior to the registration or qualification under the
applicable securities laws of any such jurisdiction.
The issuer has filed a registration statement (including a
prospectus) with the SEC for the offering to which this communication relates.
Before you invest, you should read the prospectus in that registration statement
and other documents the issuer has filed with the SEC for more complete
information about the issuer and this offering. You may get these documents for
free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the
issuer, any Agent or any dealer participating in the offering will arrange to
send you the prospectus if you request them by calling toll-free 877-429-7459 or
by sending an email to ecm@canaccordgenuity.com or
ny.equity.syndicate@us.hsbc.com.
About B2Gold Corp.
Headquartered in Vancouver, Canada, B2Gold Corp. is one of the
fastest-growing intermediate gold producers in the world. Since its inception in
2007, B2Gold has evolved into an international gold mining company, with four
operating mines, one mine under construction and numerous exploration projects
across four continents in various countries, including Nicaragua, the
Philippines, Namibia, Mali and Burkina Faso. Construction of B2Golds Fekola
mine in southwest Mali is on schedule and on budget, and is projected to
commence production at the end of 2017. As a result, B2Gold is well positioned
to maintain its low-cost structure and growth profile.
Based on current assumptions and updates to the Companys
long-term mine plans, the Company is projecting gold production in 2016 of
between 510,000 to 550,000 ounces; 540,000 to 580,000 ounces in 2017; and
significantly increasing to between 900,000 to 950,000 ounces in 2018, with the
planned first full year of production from the Fekola Project.
2
ON BEHALF OF B2GOLD CORP.
Clive T. Johnson
President and Chief Executive
Officer
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
|
604-681-8371
|
604-681-8371
|
imaclean@b2gold.com
|
kbromley@b2gold.com
|
The Toronto Stock Exchange neither approves nor disapproves
the information contained in this News Release.
This press 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 statements regarding the amount, terms and
conduct of the Offering, the intended use of the Offering proceeds and projected
gold production. 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-looking
statements are based on the opinions and estimates of management as of the date
such statements are made. Forward-looking statements necessarily involve
assumptions, risks and uncertainties, certain of which are beyond B2Golds
control, including risks associated with the Companys and the Agents ability
to successfully complete the Offering and the sale of Common Shares thereunder;
the total number of Common Shares sold under the Offering; gold and other metal
price volatility; risks of not achieving production, cost or other estimates;
risks and uncertainties associated with mineral exploration and development;
discrepancies between actual and estimated mineral reserves and mineral
resources and metallurgical recoveries; various political, economic and other
risks associated with conducting operations in several different countries;
fluctuations in the price and availability of infrastructure and energy and
other commodities; inherent hazards and risks associated with mining operations,
including accidents; risks associated with hedging activities and ore purchase
commitments; risks of obtaining and maintaining necessary licenses, permits and
approvals from various governmental authorities; risks related to compliance
with environmental regulations and environmental hazards; risks related to
compliance with stringent laws and regulations and the effect of changes in law
and regulatory environment; risks associated with joint ventures; risks
associated with our minority shareholdings in the entity that owns the Masbate
Gold Project; our ability to continually obtain additional mineral reserves for
production of gold; the inability to identify appropriate acquisition targets or
complete desirable acquisitions or the failure to integrate businesses and
assets that we have acquired or may acquire in the future; risks associated with
our use of information publicly disclosed by the former owners of our mines and
property interests; fluctuations in foreign currency exchange rates; our ability
to obtain additional financing; uncertainty relating to the outcome of our
discussions with the Government of Mali; political, economic and other
uncertainties in certain jurisdictions where we have property interests and
conduct exploration and development activities; our ability to successfully
establish mining operations or the actual cost and timing to establish mining
operations at the Fekola Project; actual production, development plans and costs
of the Fekola Project may differ from estimates; risks associated with our
property interests and exploration activities in developing countries; inability
to comply with Philippines regulations or political and legal developments in
the Philippines related to ownership of natural resources and operation,
management and control of our business; labour disputes; risks related to
community relations and community action; reliance on outside contractors to
conduct certain mining and exploration activities; adverse weather and climate
issues; disruptions arising from conflicts with small scale miners in certain
countries; defective title to mineral claims, surface rights or property or
challenges over mineral
rights relating to our properties; loss of key personnel and
our inability to attract and retain qualified personnel; risks associated with
our Common Shares; failures of information systems or information security
threats; potential losses, liabilities and damages related to our business which
are uninsured or uninsurable; competition with other mining companies; risks
associated with litigation; volatility of global financial conditions; taxation,
including changes in tax laws and interpretation of tax laws; difficulty in
achieving and maintaining the adequacy of internal control over financial
reporting as required by the Sarbanes-Oxley Act of 2002; risks related to
Aboriginal and local community title claims and related consultation rights; and
inability to comply with anti-corruption laws and regulations, uncertainty with
respect to the completion of any future offering under the Base Shelf Prospectus
and Registration Statement as well as other factors identified and as described
in more detail under the heading Risk Factors in B2Golds most recent Annual
Information Form, the Canadian and U.S. prospectus supplements, the Base Shelf
Prospectus, the U.S. base shelf prospectus and the Companys other filings with
Canadian securities regulators and the SEC, which may be viewed at
www.sedar.com
and
www.sec.gov
,
respectively. The list is not exhaustive of the factors that may affect the
Companys forward-looking statements. There can be no assurance that such
statements 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-looking statements will transpire or
occur, or if any of them do, what benefits or liabilities B2Gold will derive
therefrom. The Companys forward-looking statements reflect current expectations
regarding future events and operating performance and speak only as of the date
hereof and the Company does not assume any obligation to update forward-looking
statements if circumstances or management's beliefs, expectations or opinions
should change other than as required by applicable law. For the reasons set
forth above, undue reliance should not be placed on forward-looking statements.
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