B2Gold Corp. (TSX: BTO, NYSE AMERICAN: BTG, NSX: B2G)
(“B2Gold” or the “Company”) announces that it
has priced its previously announced offering of convertible senior
unsecured notes due 2030 (the “Notes”) in an aggregate principal
amount of US$400 million (the “Offering”). The Company has granted
the initial purchasers of the Notes an option for a period of 15
days to purchase up to an additional US$60 million aggregate
principal amount of Notes.
The Notes will bear cash interest semi-annually
at a rate of 2.75% per annum. The initial conversion rate for the
Notes will be 315.2088 common shares of B2Gold (“Shares”) per
US$1,000 principal amount of Notes, equivalent to an initial
conversion price of approximately US$3.17 per Share. The initial
conversion rate represents a premium of approximately 35% relative
to today’s closing sale price of the Shares and is subject to
adjustment in certain events.
B2Gold will have the right to redeem the Notes
in certain circumstances and holders will have the right to require
B2Gold to repurchase their Notes upon the occurrence of certain
events.
The Offering is expected to close, subject to
customary closing conditions, on or about January 28, 2025.
The Company intends to use the net proceeds from
the Offering to fund working capital requirements and for general
corporate purposes. In order to reduce interest expense, the
Company will initially apply the net proceeds to pay down the
outstanding balance under the Company’s revolving credit facility
(the “Revolving Credit Facility”) and then subsequently use future
draws on the Revolving Credit Facility to fund such working capital
requirements and for general corporate purposes.
In connection with the Offering, B2Gold entered
into a cash settled total return swap with respect to approximately
US$50 million of Shares with one of the initial purchasers of the
Notes. The total return swap is intended to give B2Gold economic
exposure to its Shares during the term of the total return swap,
which is expected to be approximately one month. In connection with
establishing its initial hedge of the total return swap, B2Gold was
advised that the total return swap counterparty or its affiliate
purchased Shares at the close of trading today. Such purchases may
have the effect of increasing (or reducing the size of any decrease
in) the market price of the Shares. Any unwind of such hedge
positions, including at settlement of the total return swap, may
have the effect of decreasing (or reducing the size of any increase
in) the market price of the Shares or the Notes.
The Notes and the Shares issuable upon the
conversion thereof have not been and will not be registered under
the U.S. Securities Act of 1933, as amended (the “Securities Act”),
or qualified by a prospectus in Canada. The Notes and the Shares
may not be offered or sold in the United States absent registration
under the Securities Act or an applicable exemption from
registration under the Securities Act. The Notes will be offered
only to “qualified institutional buyers” (as defined in Rule 144A
under the Securities Act). Offers and sales in Canada will be made
only pursuant to exemptions from the prospectus requirements of
applicable Canadian securities laws.
This news release is neither an offer to sell
nor the solicitation of an offer to buy the Notes or any other
securities and shall not constitute an offer to sell or
solicitation of an offer to buy, or a sale of, the Notes or any
other securities in any jurisdiction in which such offer,
solicitation or sale is unlawful.
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, the Goose Project under construction in northern
Canada and numerous development and exploration projects in various
countries including Mali, Colombia and Finland.
ON BEHALF OF B2GOLD CORP.
“Clive T.
Johnson” President
and Chief Executive Officer
Source: B2Gold Corp.
This news release contains forward-looking
statements which constitute “forward-looking information” within
the meaning of applicable Canadian securities legislation and
“forward-looking statements” within the meaning of the “safe
harbor” provisions of the Private Securities Litigation Reform Act
of 1995 (collectively, “Forward-looking Statements”). All
statements included herein, other than statements of historical
fact, are Forward-looking Statements and are subject to a variety
of known and unknown risks and uncertainties which could cause
actual events or results to differ materially from those reflected
in the Forward-looking Statements. The Forward-looking Statements
in this news release include, without limitation, statements
relating to the Offering, the option to purchase additional Notes,
if any, the terms of the Notes, the anticipated timing for closing
of the Offering, the anticipated use of proceeds and certain
statements related to the total return swap. These Forward-looking
Statements are based on certain assumptions that B2Gold has made in
respect thereof as at the date of this news release. Often, but not
always, these Forward-looking Statements can be identified by the
use of words such as “estimated”, “potential”, “open”, “future”,
“assumed”, “projected”, “used”, “detailed”, “has been”, “gain”,
“planned”, “reflecting”, “will”, “anticipated”, “estimated”
“containing”, “remaining”, “to be”, or statements that events,
“could” or “should” occur or be achieved and similar expressions,
including negative variations.
Forward-looking Statements involve known and
unknown risks, uncertainties and other factors which may cause the
actual results, performance or achievements of B2Gold to be
materially different from any results, performance or achievements
expressed or implied by the Forward-looking Statements. Such
uncertainties and factors include, without limitation, risks
relating to the need to satisfy the conditions expected to be set
forth in the purchase agreement for the Notes; the need to satisfy
regulatory and legal requirements with respect to the Offering; as
well as those factors discussed under “Risk Factors” in B2Gold’s
Annual Information Form for the fiscal year ended December 31,
2023, a copy of which can be found on the Company’s profile on the
SEDAR+ website at www.sedarplus.ca and on EDGAR at
www.sec.gov/edgar. Although B2Gold has attempted to identify
important factors that could cause actual actions, events or
results to differ materially from those described in
Forward-looking Statements, there may be other factors that cause
actions, events or results to differ from those anticipated,
estimated or intended.
B2Gold’s forward-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. B2Gold’s forward-looking
statements are based on the opinions and estimates of management
and reflect their current expectations regarding future events and
operating performance and speak only as of the date hereof. B2Gold
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. There can
be no assurance that forward-looking 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. For the reasons set forth
above, undue reliance should not be placed on forward-looking
statements.
Investor Relations:
Michael McDonald
VP, Investor Relations & Corporate Development
+1 604-681-8371
investor@b2gold.com
Cherry DeGeer
Director, Corporate Communications
+1 604-681-8371
investor@b2gold.com
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