0001062993-16-009595.txt : 20160511 0001062993-16-009595.hdr.sgml : 20160511 20160511171435 ACCESSION NUMBER: 0001062993-16-009595 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 8 CONFORMED PERIOD OF REPORT: 20160331 FILED AS OF DATE: 20160511 DATE AS OF CHANGE: 20160511 FILER: COMPANY DATA: COMPANY CONFORMED NAME: B2GOLD CORP CENTRAL INDEX KEY: 0001429937 STANDARD INDUSTRIAL CLASSIFICATION: GOLD & SILVER ORES [1040] IRS NUMBER: 000000000 STATE OF INCORPORATION: A1 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-35936 FILM NUMBER: 161640773 BUSINESS ADDRESS: STREET 1: 595 BURRARD STREET, SUITE 3100 CITY: VANCOUVER, BRITISH COLUMBIA STATE: A1 ZIP: V7X 1J1 BUSINESS PHONE: (604) 601-2962 MAIL ADDRESS: STREET 1: 595 BURRARD STREET, SUITE 3100 CITY: VANCOUVER, BRITISH COLUMBIA STATE: A1 ZIP: V7X 1J1 6-K 1 form6k.htm FORM 6-K B2Gold Corp. - Form 6-K - Filed by newsfilecorp.com

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, 2016

Commission File Number: 001-35936

B2GOLD CORP.
(Translation of registrant’s name into English)

British Columbia, Canada
(Jurisdiction of incorporation or organization)

Suite 3100, Three Bentall Centre
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:

[   ] 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): [   ]


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 11, 2016 By: /s/ Clive T. Johnson
  Name: Clive T. Johnson
  Title: President and Chief Executive Officer


EXHIBIT INDEX

EXHIBITS 99.1 TO 99.2 INCLUDED WITH THIS REPORT ARE HEREBY INCORPORATED BY REFERENCE INTO THE REGISTRANT’S REGISTRATION STATEMENTS ON FORM F-10 (FILE NO. 333-208506) AND FORM S-8 (FILE NOS. 333-206811, 333-200228 AND 333-192555) (COLLECTIVELY, THE “REGISTRATION STATEMENTS”), AND TO BE A PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS SUBMITTED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED, AND EXHIBITS 99.3 AND 99.4 ARE HEREBY INCORPORATED BY REFERENCE AS EXHIBITS TO THE REGISTRATION STATEMENTS.

Exhibit  
No. Description
99.1 Consolidated Financial Statements for the Three Months Ended March 31, 2016
99.2 Management’s Discussion and Analysis for the Quarter Ended March 31, 2016
99.3 Consent of Thomas Garagan
99.4 Consent of Peter Montano
99.5 Certification of Interim Filing - CEO
99.6 Certification of Interim Filing - CFO


EX-99.1 2 exhibit99-1.htm EXHIBIT 99.1 B2Gold Corp. - Exhibit 99.1 - Filed by newsfilecorp.com


 

 

B2GOLD CORP.
Condensed Interim Consolidated Financial Statements
For the three months ended March 31, 2016
(Unaudited)



B2GOLD CORP.
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31
(Expressed in thousands of United States dollars, except shares and per share amounts)
(Unaudited)
 

    2016     2015  
             
             
Gold revenue $  144,252   $  138,892  
             
Cost of sales            
             
     Production costs   (61,644 )   (77,823 )
     Depreciation and depletion   (34,313 )   (32,795 )
     Royalties and production taxes   (5,856 )   (4,995 )
             
Total cost of sales   (101,813 )   (115,613 )
             
Gross profit   42,439     23,279  
             
             
General and administrative   (7,488 )   (9,708 )
Share-based payments (Note 9)   (5,385 )   (5,488 )
Provision for non-recoverable input taxes   (242 )   26  
Foreign exchange gains (losses)   362     (1,749 )
Other   (1,535 )   (729 )
             
Operating income   28,151     5,631  
             
Gain (loss) on fair value of convertible notes (Note 8)   (5,959 )   1,693  
Gain on sale of Bellavista property   -     2,192  
Community relations   (887 )   (849 )
Interest and financing expense   (3,026 )   (1,708 )
Realized losses on derivative instruments   (5,495 )   (554 )
Unrealized losses on derivative instruments   (9,450 )   (93 )
Write-down of long-term investments (Note 5)   -     (1,338 )
Other   (911 )   604  
             
Income before taxes   2,423     5,578  
             
Current income tax, withholding and other taxes (expense) recovery (Note 14)   (4,345 )   2,296  
Deferred income tax recovery (expense)   8,573     (1,533 )
             
Net income for the period $  6,651   $  6,341  
             
             
Attributable to:            
     Shareholders of the Company $  8,317   $  6,262  
     Non-controlling interests   (1,666 )   79  
             
Net income for the period $  6,651   $  6,341  
             
             
             
Income per share (attributable to shareholders of the Company) (Note 9)            
     Basic $  0.01   $  0.01  
     Diluted $  0.01   $  0.00  
             
Weighted average number of common shares outstanding (in thousands) (Note 9)            
     Basic   927,139     917,660  
     Diluted   930,800     986,422  

See accompanying notes to condensed interim consolidated financial statements.



B2GOLD CORP.
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
FOR THE THREE MONTHS ENDED MARCH 31
(Expressed in thousands of United States dollars)
(Unaudited)
 

    2016     2015  
Net income for the period $  6,651   $  6,341  
Other comprehensive income (loss)            
     Items that may be reclassified subsequently to net income:            
         - Cumulative translation adjustment (“CTA”)   -     (24,133 )
         - Unrealized gain (loss) on investments, net of deferred tax expense (Note 5)   4,364     (392 )
Other comprehensive income (loss) for the period   4,364     (24,525 )
Total comprehensive income (loss) for the period $  11,015   $  (18,184 )
Total other comprehensive income (loss) attributable to:            
     Shareholders of the Company $  4,364   $  (23,786 )
     Non-controlling interests   -     (739 )
  $  4,364   $  (24,525 )
Total comprehensive income (loss) attributable to:            
     Shareholders of the Company $  12,681   $  (17,524 )
     Non-controlling interests   (1,666 )   (660 )
  $  11,015   $  (18,184 )

See accompanying notes to condensed interim consolidated financial statements.



B2GOLD CORP.
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31
(Expressed in thousands of United States dollars)
(Unaudited)
 

    2016     2015  
             
Operating activities            
     Net income for the period $  6,651   $  6,341  
     Mine restoration provisions settled   (32 )   (134 )
     Non-cash charges (Note 15)   48,595     38,687  
     Changes in non-cash working capital (Note 15)   (6,059 )   15,081  
     Proceeds from prepaid sales (Note 10)   120,000     -  
     Changes in long-term value added tax receivables   2,398     (1,312 )
             
     Cash provided by operating activities   171,553     58,663  
             
Financing activities            
             
     HSBC credit facility, drawdowns net of transaction costs (Note 8)   50,000     -  
     Repayment of HSBC credit facility   (100,000 )   -  
     Otjikoto equipment loan facility, drawdowns net of transaction costs   1,236     3,883  
     Repayment of Otjikoto equipment loan facility   (1,780 )   (1,716 )
     Interest and commitment fees paid   (3,082 )   (1,490 )
     Repayment of Libertad equipment loan   (505 )   (372 )
     Common shares issued for cash (Note 9)   18     482  
     Restricted cash movement   (50 )   (431 )
             
     Cash (used) provided by financing activities   (54,163 )   356  
             
Investing activities            
     Expenditures on mining interests:            
           Otjikoto Mine, development and sustaining capital   (18,708 )   (13,526 )
           Masbate Mine, development and sustaining capital   (8,514 )   (4,126 )
           Libertad Mine, development and sustaining capital   (8,780 )   (6,139 )
           Limon Mine, development and sustaining capital   (1,380 )   (5,397 )
           Fekola Project, development   (46,441 )   -  
           Gramalote Project, prefeasibility and exploration   (63 )   (3,450 )
           Other exploration and development (Note 15)   (5,033 )   (24,263 )
     Purchase of non-controlling interest (Note 6)   (6,000 )   (6,138 )
     Other   754     1,127  
             
     Cash used by investing activities   (94,165 )   (61,912 )
             
Increase (decrease) in cash and cash equivalents   23,225     (2,893 )
             
Effect of exchange rate changes on cash and cash equivalents   701     (1,494 )
             
Cash and cash equivalents, beginning of period   85,143     132,564  
             
Cash and cash equivalents, end of period $  109,069   $  128,177  
             
Supplementary cash flow information (Note 15)            

See accompanying notes to condensed interim consolidated financial statements.



B2GOLD CORP.
CONDENSED INTERIM CONSOLIDATED BALANCE SHEETS
(Expressed in thousands of United States dollars)
(Unaudited)
 

    As at     As at  
    March 31,     December 31,  
    2016     2015  
             
Assets            
Current            
     Cash and cash equivalents $  109,069   $  85,143  
     Accounts receivable and prepaids   9,918     11,532  
     Value-added and other tax receivables   17,831     20,597  
     Inventories (Note 4)   93,550     86,324  
    230,368     203,596  
Long-term investments (Note 5)   15,179     10,163  
Value-added tax receivables   26,567     24,804  
Mining interests (Note 6 and Note 19 - Schedules)            
         - Owned by subsidiaries   1,774,018     1,723,366  
         - Investments in joint ventures   43,896     42,394  
Other assets (Note 7)   20,331     20,059  
  $  2,110,359   $  2,024,382  
Liabilities            
Current            
     Accounts payable and accrued liabilities $  54,035   $  58,744  
     Current taxes payable   10,076     10,686  
     Current portion of long-term debt (Note 8)   13,964     11,726  
     Current portion of derivative instruments at fair value (Note 12)   14,197     10,618  
     Current portion of mine restoration provisions   483     483  
     Current portion of prepaid sales (Note 10)   12,492     -  
     Other   595     6,663  
    105,842     98,920  
Derivative instruments at fair value   23,974     18,968  
Long-term debt (Note 8)   405,862     451,466  
Prepaid sales (Note 10)   107,508     -  
Mine restoration provisions   67,148     63,539  
Deferred income taxes   61,021     68,939  
Employee benefits obligation   6,482     6,814  
Other long-term liabilities (Note 6)   3,235     3,197  
    781,072     711,843  
Equity            
Shareholders’ equity            
     Share capital (Note 9)            
     Issued: 928,728,630 common shares (Dec 31, 2015 – 927,073,436)   2,039,403     2,036,778  
     Contributed surplus   73,159     70,051  
     Accumulated other comprehensive loss   (91,890 )   (96,254 )
     Deficit   (698,574 )   (706,891 )
    1,322,098     1,303,684  
Non-controlling interests   7,189     8,855  
    1,329,287     1,312,539  
  $  2,110,359   $  2,024,382  

Approved by the Board "Clive T. Johnson" Director "Robert J. Gayton" Director

See accompanying notes to condensed interim consolidated financial statements.



B2GOLD CORP.
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
FOR THE THREE MONTHS ENDED IN MARCH 31
(Expressed in thousands of United States dollars)
(Unaudited)
 

          2016  
                                           
  Shares
(‘000’s)
    Share
capital
    Contributed
surplus
    Accumulated
other
comprehensive

loss
    Deficit     Non-
controlling
interests
    Total
equity
 
                                           
                                           
Balance at December 31, 2015   927,073   $  2,036,778   $  70,051   $  (96,254 ) $  (706,891 ) $  8,855   $  1,312,539  
January 1, 2016 to March 31, 2016:                                          
     Net income for the period   -     -     -     -     8,317     (1,666 )   6,651  
     Unrealized gain on investments   -     -     -     4,364     -     -     4,364  
     Exercise of stock options   29     18     -     -     -     -     18  
     Shares issued on vesting of RSU   1,627     2,579     (2,579 )   -     -     -     -  
     Share based payments   -     -     5,715     -     -     -     5,715  
     Transfer to share capital on 
          exercise of stock options
  -     28     (28 )   -     -     -     -  
                                           
Balance at March 31, 2016   928,729   $  2,039,403   $  73,159   $  (91,890 ) $  (698,574 ) $  7,189   $  1,329,287  

          2015  
                                           
  Shares
(‘000’s)
    Share
capital
    Contributed
surplus
    Accumulated
other
comprehensive

loss
    Deficit     Non-
controlling
interests
    Total
equity
 
                                           
                                           
Balance at December 31, 2014   917,652   $  2,018,468   $  59,789   $  (71,553 ) $  (536,617 ) $  55,253   $  1,525,340  
January 1, 2015 to March 31, 2015:                                          
     Net loss for the period   -     -     -     -     6,262     79     6,341  
     Acquisition of non-controlling
          interest (Note 6)
  3,111     6,000     -     -     (12,328 )   (45,470 )   (51,798 )
     Shares to be issued for acquisition 
          of rights
  -     4,700         -     (8,000 )   -     (3,300 )
     Cumulative translation adjustment   -     -     -     (23,394 )   -     (739 )   (24,133 )
     Unrealized loss on investments   -     -     -     (392 )   -     -     (392 )
     Exercise of stock options   486     482     -     -     -     -     482  
     Shares issued on vesting of RSU   498     1,114     (1,114 )   -     -     -     -  
     Share based payments   -     -     6,173     -     -     -     6,173  
     Transfer to share capital on   -                                      
exercise of stock options         358     (358 )   -     -     -     -  
                                           
Balance at March 31, 2015   921,747   $  2,031,122   $  64,490   $  (95,339 ) $  (550,683 ) $  9,123   $  1,458,713  

See accompanying notes to condensed interim consolidated financial statements.



B2GOLD CORP.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three months ended March 31, 2016
(All tabular amounts are in thousands of United States dollars unless otherwise stated)
(Unaudited)
 

1

Nature of operations

   

B2Gold Corp. (“B2Gold” or the “Company”) is a Vancouver-based gold producer with four operating mines (one in Namibia, one in the Philippines and two in Nicaragua), a mine under construction in Mali and a portfolio of other evaluation and exploration assets in Mali, Burkina Faso, Colombia, Nicaragua, Finland and Chile.

   

The Company operates the Otjikoto Mine in Namibia, which commenced commercial production on February 28, 2015, the Libertad Mine and the Limon Mine in Nicaragua and the Masbate Mine in the Philippines. The Company has an effective 90% interest in the Fekola Project in Mali, which is currently under construction, an effective 81% interest in the Kiaka gold project in Burkina Faso, a 49% joint venture interest in the Gramalote property in Colombia, and an interest in the Quebradona property in Colombia. The Company also has a 51% interest in a joint operation in Nicaragua with Calibre Mining Corp. (“Calibre”), with an option to acquire an additional 19% interest.

   

B2Gold is a public company which is listed on the Toronto Stock Exchange under the symbol “BTO”, the NYSE MKT LLC under the symbol “BTG” and the Namibian Stock Exchange under the symbol “B2G”. B2Gold’s head office is located at Suite 3100, Three Bentall Centre, 595 Burrard Street, Vancouver, British Columbia, V7X 1J1.

   
2

Basis of preparation

   

These condensed interim consolidated financial statements have been prepared in accordance with International Accounting Standard 34, Interim Financial Reporting. These condensed interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2015, which have been prepared in accordance with IFRS as issued by the IASB.

   

These condensed interim consolidated financial statements follow the same accounting policies and methods of application as the most recent audited consolidated financial statements of the Company.

   

These condensed consolidated interim financial statements were authorized for issue by the Board of Directors on May 10, 2016.

   
3

Significant accounting judgements and estimates

   

Ore reserve and resource estimates

   

Ore reserves are estimates of the amount of ore that can be economically and legally extracted from the Company’s mining properties. The Company estimates its ore reserves and mineral resources based on information compiled by appropriately qualified persons relating to the geological data on the size, depth and shape of the ore body, and requires complex geological judgments to interpret the data. The estimation of recoverable reserves is based upon factors such as estimates of foreign exchange rates, commodity prices, future capital requirements, metallurgical recoveries, and production costs along with geological assumptions and judgments made in estimating the size, and grade of the ore body. Changes in the reserve or resource estimates may impact the carrying value of mining interests, mine restoration provisions, recognition of deferred tax assets, and depreciation and amortization charges.

   

Uncertain tax positions

   

The Company is periodically subject to income tax audits at its operating mine locations. At March 31, 2016, the company had a provision totalling $4.0 million outstanding (December 31, 2015 - $4.0 million) representing its best estimate of the outcome of current assessments. The provisions made to date may be subject to change and such change may be material.




B2GOLD CORP.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three months ended March 31, 2016
(All tabular amounts are in thousands of United States dollars unless otherwise stated)
(Unaudited)
 

Value-added tax receivables

   

The Company incurs indirect taxes, including value-added tax, on purchases of goods and services at its operating mines and development projects. Indirect tax balances are recorded at their estimated recoverable amounts within current or long-term assets, net of provisions, and reflect the Company’s best estimate of their recoverability under existing tax rules in the respective jurisdictions in which they arise. Management’s assessment of recoverability involves judgments regarding balance sheet classification and the probable outcomes of claimed deductions and/or disputes. The provisions and balance sheet classifications made to date may be subject to change and such change may be material.

   
4

Inventories


      March 31,     December 31,  
      2016     2015  
      $     $  
               
               
  Gold and silver bullion   21,267     14,273  
  In-process inventory   8,540     10,783  
  Ore stock-pile inventory   8,149     8,720  
  Materials and supplies   55,594     52,548  
               
      93,550     86,324  

5

Long-term investments


    March 31, 2016   December 31, 2015
                     
  Cost
$
Total
Impair-
ment
$
AOCI
$
Fair
Value
$
  Cost
$
Total
Impair-
ment
$
AOCI
$
Fair
Value
$
                     
  Available-for-sale investments:                  
     St. Augustine Gold & Copper Ltd. 20,193 (16,108) 1,169 5,254   20,193 (16,108) 839 4,924
     RTG Mining Inc. 13,400 (10,071) 2,939 6,268   13,400 (10,071) - 3,329
     Calibre Mining Corp. 5,716 (4,330) 1,852 3,238   5,716 (4,330) 131 1,517
     Kronk Resources Inc. 496 (106) 26 416   496 (106) - 390
     Goldstone Resources Ltd. 20 (17) - 3   20 (17) - 3
                     
  Balance, end of period 39,825 (30,632) 5,986 15,179   39,825 (30,632) 970 10,163



B2GOLD CORP.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three months ended March 31, 2016
(All tabular amounts are in thousands of United States dollars unless otherwise stated)
(Unaudited)
 

6

Mining interests


      March 31,     December 31,  
      2016     2015  
      $     $  
  Property, plant and equipment (depletable)            
       Otjikoto Mine, Namibia            
             Cost   455,505     437,591  
             Accumulated depreciation and depletion   (53,565 )   (41,810 )
      401,940     395,781  
       Masbate Mine, Philippines            
             Cost, net of impairment   481,459     472,021  
             Accumulated depreciation and depletion   (134,911 )   (125,574 )
      346,548     346,447  
       Libertad Mine, Nicaragua            
             Cost, net of impairment   281,802     272,295  
             Accumulated depreciation and depletion   (179,623 )   (169,721 )
      102,179     102,574  
       Limon Mine, Nicaragua            
             Cost, net of impairment   143,019     140,791  
             Accumulated depreciation and depletion   (91,757 )   (87,197 )
      51,262     53,594  
  Masbate undeveloped mineral interests, net of impairment (non-depletable)   72,682     72,682  
  Mine under construction (non-depletable)            
       Fekola, Mali   676,801     631,524  
  Exploration and evaluation properties (non-depletable)            
       Kiaka, Burkina Faso   63,997     63,339  
       Mocoa, Colombia   28,729     28,717  
       Calibre, Nicaragua   11,530     11,252  
       Other   17,752     16,528  
      122,008     119,836  
  Corporate & other            
       Office, furniture and equipment, net   598     928  
      1,774,018     1,723,366  
  Investments in joint ventures (accounted for using the equity method)            
       Gramalote, Colombia, net of impairment   42,695     41,193  
       Quebradona, Colombia   1,201     1,201  
      43,896     42,394  
      1,817,914     1,765,760  



B2GOLD CORP.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three months ended March 31, 2016
(All tabular amounts are in thousands of United States dollars unless otherwise stated)
(Unaudited)
 

Otjikoto

   

On February 28, 2015, management determined that the Otjikoto Mine had achieved commercial production. Effective March 1, 2015, revenues and production costs for Otjikoto gold production were recorded in the statement of operations. Sales proceeds from the pre-commercial production period of $23.1 million were offset against the amounts capitalized for the Otjikoto Mine property, plant and equipment.

   

Fekola

   

Purchase of Fekola non-controlling interest

   

In January 2015, the Company purchased the 10% non-controlling interest, owned by a private Malian company, in Songhoi Resources SARL (“Songhoi”). Songhoi is the entity that holds the Fekola Project in Mali. The purchase price consisted of $21.2 million in cash and common shares and the grant of a 1.65% net smelter royalty (“NSR”) on the Fekola Project after deducting costs for smelting, refining and government fees. The cash and common shares are payable in three tranches: (1) $5.7 million cash and $6 million common shares were paid/issued on closing, (2) $2 million cash and $4 million payable in cash or common shares at the holder’s option was paid on the first anniversary of the agreement date (January 18, 2016) and (3) $1.5 million cash and $2 million payable in cash or common shares at the holder’s option upon achievement of commercial production at the Fekola Project. At the holder’s election, $6 million in cash was paid during the first quarter of 2016.

   

The cash and common share instalments to be paid in the future have been classified as a financial liability and have been valued at their present value using a discount rate of 5%. These have been accrued in other liabilities.

   

Pursuant to applicable mining law, when the project advances to development and production stage, an exploitation company will be formed with the Company contributing a 10% free carried interest to the Government of Mali. The Government of Mali also has the option to purchase an additional 10% of the exploitation company.

   
7

Other assets


      March 31,     December 31,  
      2016     2015  
      $     $  
               
               
  Loan receivable, including accrued interest   7,352     7,241  
  Debt service reserve account   4,092     4,092  
  Reclamation deposits   2,045     1,996  
  Low-grade stockpile   3,717     3,982  
  Fair value of derivative instruments   -     629  
  Other   3,125     2,119  
               
      20,331     20,059  



B2GOLD CORP.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three months ended March 31, 2016
(All tabular amounts are in thousands of United States dollars unless otherwise stated)
(Unaudited)
 

8

Long-term debt


      March 31,     December 31,  
      2016     2015  
      $     $  
  Convertible senior subordinated notes:            
     - Principal amount   258,750     258,750  
     - Fair value adjustment   (34,349 )   (41,445 )
      224,401     217,305  
  Revolving corporate credit facility:            
     - Principal amount   175,000     225,000  
     - Less: unamortized transaction costs   (4,579 )   (5,086 )
      170,421     219,914  
  Equipment loans/finance lease obligations:            
     - Otjikoto equipment loan facility (net of unamortized transaction costs)   20,826     21,291  
     - Nicaraguan equipment loans   4,178     4,682  
      25,004     25,973  
      419,826     463,192  
  Less: current portion   (13,964 )   (11,726 )
      405,862     451,466  

Convertible senior subordinated notes

As at March 31, 2016 the fair value of the convertible senior subordinated notes (“convertible notes”) was $224.4 million. The loss on fair value of convertible notes recorded in the statement of operations for the three months ended March 31, 2016 was $6.0 million (2015 – gain of $1.7 million). The change in fair value of the notes recognized in the statement of operations for the three months ended March 31, 2016 is stated after adjusting for $1.1 million (2015 - $2.4 million) of interest expense which was attributable to eligible expenditures on the Fekola property (2015 – Otjikoto property) and has been capitalized to the carrying amount of the property.

New revolving credit facility

As at December 31, 2015, Company had drawn down $225 million under the new $350 million revolving credit facility (the “New RCF”). During the quarter ended March 31, 2016, the company drew down an additional $50 million. Following completion of the Prepaid Sales transactions (Note 10) in March 2016, the Company reduced the outstanding balance on the New RCF by $100 million, to $175 million. At March 31, 2016, the undrawn and available balance under the facility was $175 million.

For quarter ended March 31, 2016, the interest and financing expense relating to the New RCF recognized in the statement of operations was reduced by $0.7 million (2015 - nil), which was attributable to eligible expenditures on the Fekola property and capitalized to the carrying amount of the property.

The Company has provided security on the New RCF in the form of a general security interest over the Company’s assets and pledges creating a charge over the shares of certain of the Company’s direct and indirect subsidiaries. In connection with the New RCF, the Company must also maintain certain net tangible worth and ratios for leverage and interest coverage. As at March 31, 2016, the Company was in compliance with these debt covenants.



B2GOLD CORP.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three months ended March 31, 2016
(All tabular amounts are in thousands of United States dollars unless otherwise stated)
(Unaudited)
 

Old revolving credit facility

On May 26, 2015, the Company drew down $25 million under the old revolving credit facility (the “Old RCF”) for a total balance drawn of $150 million. On June 11, 2015 the Company repaid the $150 million outstanding under the Old RCF with proceeds from the New RCF. At this time, the remaining unamortized transaction costs totalling $3.0 million were expensed to interest and financing expense in the statement of operations.

For three months ended March 31, 2015, the interest and financing expense relating to the Old RCF recognized in the statement of operations was reduced by $0.8 million which was attributable to eligible expenditures on the Otjikoto property to the date the project was ready for the intended use and capitalized to the carrying amount of the property.

Otjikoto equipment loan facility

During the three months ended March 31, 2016, the Company drew $1.2 million (2015 - $3.9 million) under the facility. During the period, the term over which loans may be advanced under the facility was extended to December 31, 2016 and an additional $4.5 million was made available for drawdown subject to conditions precedent, including the preparation and execution of definitive documentation and due diligence. At March 31, 2016, the Company had $9.8 million available to draw, based on current exchange rates.

Fekola equipment loan facility

On March 14, 2016, the Company signed a commitment letter to enter into a Euro equivalent of $81 million term Equipment Facility (“The Facility”) with Caterpillar Financial SARL, as Mandated Lead Arranger, and Caterpillar Financial Services Corporation, as original lender. The aggregate principal amount of up to Euro equivalent of $81 million is to be made available to the Company’s majority-owned subsidiary, Fekola S.A. to finance or refinance the mining fleet and other mining equipment at the Company's Fekola Project in Mali.

The Facility shall be available for a period commencing on the closing date of The Facility and ending on the earlier of the day when the Facility is fully drawn and 30 months from the closing date of The Facility. Completion and funding under the Facility are subject to normal conditions precedent, including the preparation and execution of definitive documentation, due diligence and receipt of any necessary regulatory approvals.

The Facility may be drawn in instalments of not less than Euro 5 million, and each such instalment shall be treated as a separate equipment loan. As at March 31, 2016, there had been no drawdowns on the facility.

Each equipment loan is repayable in 20 equal quarterly instalments. The final repayment date shall be five years from the first disbursement under each equipment loan.

The Facility has an interest rate of EURIBOR plus a margin of 3.85% on equipment loans advanced under The Facility and a commitment fee of 1.15% per annum on the undrawn balance of The Facility for the first 24 months of the availability period and 0.5% thereafter, each payable quarterly.



B2GOLD CORP.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three months ended March 31, 2016
(All tabular amounts are in thousands of United States dollars unless otherwise stated)
(Unaudited)
 

9

Share capital

     

The Company’s authorized share capital consists of an unlimited number of common shares and an unlimited number of preferred shares. As at March 31, 2016, the Company had 928,728,630 common shares outstanding, including 2,705,000 common shares being held in trust under the Company’s Incentive Plan. No preferred shares were outstanding.

     

During the three months ended March 31, 2016, the Company granted 12.3 million stock options to employees and directors. These options have a weighted average exercise price of C$1.12, have a term of five years and vest over a period of up to three years. The fair value was calculated using the Black-Scholes option pricing model based on a risk-free annual interest rate of 0.40%, an expected life of 3.3 years, an expected volatility of 60%, and a dividend yield rate of nil. The total number of stock options outstanding at March 31, 2016 was 69.3 million.

     

For the three months ended March 31, 2016, share-based payments expense, relating to the vesting of stock options was $3.6 million (2015 - $4.0 million), net of $0.3 million (2015 - $0.7 million) capitalized to mining interests.

     

During the three months ended March 31, 2016, the Company granted 1.9 million RSUs to employees. The total number of RSUs outstanding at March 31, 2016 was 2.0 million.

     

For the three months ended March 31, 2016, share-based payments expense, relating to the vesting of RSUs, was $2.1 million (2015 - $2.2 million), net of $0.0 million (2015 - $0.0 million) capitalized to mining interests.

     

Earnings per share

     

The following is the calculation of diluted net income for the period:


      For the three     For the three  
      months ended     months ended  
      March 31, 2016     March 31, 2015  
      $     $  
               
  Net income for the period attributable to shareholders of the Company   8,317     6,262  
  Loss (gain) on fair value of convertible notes   -     (1,693)  
               
  Diluted net income (loss) for the period   8,317     4,569  

The following is the calculation of diluted weighted average number of shares outstanding for the period:

      For the three     For the three  
      months ended     months ended  
      March 31, 2016     March 31, 2015  
               
  Basic weighted average number of shares outstanding (in thousands)   927,139     917,660  
  Effect of dilutive securities:            
       -      Convertible notes   -     65,798  
       -      Stock options   3,133     2,132  
       -      Restricted share units   528     832  
               
  Diluted weighted average number of shares outstanding (in thousands)   930,800     986,422  

For the three months ended March 31, 2016, potential share issuances arising from any future conversion of the convertible notes are not included in the calculation of diluted weighted average shares outstanding as these securities are anti-dilutive.



B2GOLD CORP.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three months ended March 31, 2016
(All tabular amounts are in thousands of United States dollars unless otherwise stated)
(Unaudited)
 

The following is the basic and diluted earnings per share:

      For the three     For the three  
      months ended     months ended  
      March 31, 2016     March 31, 2015  
      $     $  
               
  Earnings per share (attributable to shareholders of the Company)            
           - Basic   0.01     0.01  
           - Diluted   0.01     0.00  

10

Prepaid sales

   

In March 2016, the Company entered into Prepaid Sales transactions, for the delivery of approximately 103,300 ounces totalling $120 million, with its New RCF Bank Syndicate. The Prepaid Sales, in the form of metal sales forward contracts, allow the Company to deliver pre-determined volumes of gold on agreed future delivery dates in exchange for an upfront cash pre-payment.

   

The Prepaid Sales transactions have a term of 33 months commencing March 2016, and settlement will be in the form of physical deliveries of unallocated gold from any of the Company’s mines in 24 equal monthly instalments during 2017 and 2018.

   
11

Gold commitments

   

As at March 31, 2016, the following gold forward contracts with respect to the Otjikoto Mine were outstanding. These contracts were excluded from the scope of IAS 39 and accounted for as executory contracts because they were entered into and continue to be held for the purpose of delivery in accordance with the Company’s expected production schedule. No fair value gains and losses on these commodity contracts are recorded in the financial statements.


      2016     2017     2018     Total  
                           
                           
                           
  Gold forward contracts:                        
     - Ounces   6,750     9,000     7,500     23,250  
     - Average price per ounce (rand)   16,020     16,020     16,020     16,020  

12

Derivative financial instruments

   

Gold forwards

   

As at March 31, 2016, the following gold forward contracts which are recorded at fair value through the statement of operations with respect to the Otjikoto Mine were outstanding (by maturity dates):


      2016     2017     2018     Total  
                           
                           
                           
  Gold forward contracts:                        
     - Ounces   26,937     35,916     35,916     98,769  
     - Average price per ounce (rand)   15,044     15,044     15,044     15,044  

The unrealized fair value of these contracts at March 31, 2016 was $(31.7) million.



B2GOLD CORP.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three months ended March 31, 2016
(All tabular amounts are in thousands of United States dollars unless otherwise stated)
(Unaudited)
 

Forward contracts – fuel oil, gas oil, diesel

During the three months ended March 31, 2016, the Company entered into additional series of forward contracts for the purchase of 7,471,000 litres of fuel oil and 3,016,000 litres of gas oil with settlements scheduled between August 2016 and March 2017. These derivative instruments were not designated as hedges by the Company and are being recorded at their fair value at the end of each reporting period with changes in fair value recorded in the statement of operations.

The following is a summary, by maturity dates, of the Company’s forward contracts outstanding as at March 31, 2016:

      2016     2017     2018     Total  
                           
                           
  Forward – fuel oil:                        
       -      Litres (thousands)   20,591     19,877     1,328     41,796  
       -      Average strike price $  0.29   $  0.29   $  0.31   $  0.29  
                           
  Forward – gas oil:                        
       -      Litres (thousands)   10,909     5,982     280     17,171  
       -      Average strike price $  0.43   $  0.40   $  0.44   $  0.42  
                           
  Forward – diesel:                        
       -      Litres (thousand)   6,357     706     -     7,063  
       -      Average strike price $  0.46   $  0.46   $  -   $  0.46  

The unrealized fair value of these contracts at March 31, 2016 was $(6.4) million.

   
13

Financial instruments

   

As at March 31, 2016, the Company’s financial assets and liabilities that are measured and recognized at fair value on a recurring basis are categorized as follows:


      As at March 31, 2016     As at December 31, 2015  
                           
                           
      Level 1     Level 2     Level 1     Level 2  
      $     $     $     $  
                           
                           
  Long-term investments (Note 5)   15,179     -     10,163     -  
  Convertible senior subordinated notes (Note 8)   -     (224,401 )   -     (217,305 )
  Gold forward contracts (Note 12)   -     (31,670 )   -     (21,390 )
  Fuel derivative contracts (Note 12)   -     (6,431 )   -     (8,196 )
  Gold collar contracts   -     (70 )   -     866  

The fair value of the Company’s long-term investments was determined using market quotes from an active market for each investment.

The fair value of the convertible senior subordinated notes was determined using a broker’s price quote from an active market.

The fair value of the fuel derivative contracts and gold derivative contracts was determined using prevailing market rates for instruments with similar characteristics.



B2GOLD CORP.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three months ended March 31, 2016
(All tabular amounts are in thousands of United States dollars unless otherwise stated)
(Unaudited)
 

14

Income and other taxes

   

Income tax expense differs from the amount that would result from applying the Canadian federal and provincial income tax rates to earnings from operations before taxes. These differences result from the following items:


      For the three     For the three  
      months ended     months ended  
      March 31, 2016     March 31, 2015  
      $     $  
               
               
  Consolidated income before income taxes   2,423     5,578  
  Canadian federal and provincial income tax rates   26.00%     26.00%  
               
  Income tax expense at statutory rates   630     1,451  
               
  Increase (decrease) attributable to:            
     Effects of different foreign statutory tax rates and tax holidays   (9,249 )   (4,103 )
     Non-deductible expenditures   2,091     2,522  
     Losses for which no tax benefit has been recorded   1,272     2,121  
     Withholding tax and minimum tax   1,992     577  
     Change due to foreign exchange   (1,611 )   3,508  
     Change in accruals for tax audits   -     (1,545 )
     Changes in estimates of deferred tax assets   -     (1,436 )
     Non-deductible portion of losses (gains)   647     (372 )
     Amounts under/(over) provided for in prior years   -     (3,486 )
               
  Income tax recovery   (4,228 )   (763 )
               
               
  Current income tax, withholding and other taxes   4,345     (2,296 )
  Deferred income tax expense (recovery)   (8,573 )   1,533  
               
  Income tax recovery   (4,228 )   (763 )

15

Supplementary cash flow information

   

Supplementary disclosure of cash flow information is provided in the table below:


  Non-cash (credits) charges:            
      For the three     For the three  
      months ended     months ended  
      March 31, 2016     March 31, 2015  
      $     $  
               
  Depreciation and depletion   34,313     32,795  
  Share-based payments   5,385     5,488  
  Gain on sale of Bellavista property   -     (2,192 )
  (Gain) loss on fair value of convertible notes   5,959     (1,693 )
  Write-down of long-term investments   -     1,338  
  Accretion of mine restoration provisions   346     354  
  Deferred income tax expense (recovery)   (8,573 )   1,533  
  Unrealized loss on derivative instruments   9,450     93  
  Other   1,715     971  
               
      48,595     38,687  



B2GOLD CORP.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three months ended March 31, 2016
(All tabular amounts are in thousands of United States dollars unless otherwise stated)
(Unaudited)
 

  Changes in non-cash working capital:            
      For the three     For the three  
      months ended     months ended  
      March 31, 2016     March 31, 2015  
      $     $  
               
  Accounts receivable and prepaids   1,377     2,182  
  Value-added and other tax receivables   (1,637 )   2,188  
  Inventories   (5,217 )   11,643  
  Accounts payable and accrued liabilities   28     7,871  
  Income and other taxes payables   (610 )   (8,803 )
               
      (6,059 )   15,081  

  Other exploration and development:            
      For the three     For the three  
      months ended     months ended  
      March 31, 2016     March 31, 2015  
      $     $  
               
  Masbate Mine, exploration   (466 )   (1,203 )
  Libertad Mine, exploration   (726 )   (1,049 )
  Limon Mine, exploration   (508 )   (847 )
  Otjikoto, exploration   (291 )   (802 )
  Fekola Project, exploration   (924 )   (18,481 )
  Kiaka Project, exploration   (616 )   (649 )
  Primavera, exploration   (277 )   (417 )
  Other   (1,225 )   (815 )
               
      (5,033 )   (24,263 )

  Non-cash investing and financing activities:            
      For the three     For the three  
      months ended     months ended  
      March 31, 2016     March 31, 2015  
      $     $  
               
  Stock-based compensation, capitalized to resource property interests   329     685  
  Mining equipment purchased under equipment loan   -     1,559  
  Interest expense, capitalized to resource property interests   1,844     3,221  
  Change in accounts payable and accrued liabilities relating to resource property expenditures   (4,737 )   (4,059 )

16

Compensation of key management

   

Key management includes the Company’s directors, members of the Executive Committee and members of Senior Management. Compensation to key management included:


      For the three     For the three   
      months ended     months ended  
      March 31, 2016     March 31,2015  
      $     $  
               
               
  Salaries and short-term employee benefits   878     2,231  
  Share-based payments   3,252     2,623  
               
      4,130     4,854  



B2GOLD CORP.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three months ended March 31, 2016
(All tabular amounts are in thousands of United States dollars unless otherwise stated)
(Unaudited)
 

17

Segmented Information

   

The Company’s reportable operating segments include its mining operations and development projects, namely the Limon, Libertad, Masbate and Otjikoto mines, and the Fekola, Gramalote and Kiaka projects. The “Other Mineral Properties” segment consists of the Company’s interests in mineral properties which are at various stages of exploration. The “Corporate and Other” segment includes corporate operations.

   

The Company’s segments are summarized in the following tables.


      For the three months ended March 31, 2016  
                                                Other              
      Otjikoto     Masbate       Libertad     Limon     Fekola     Gramalote     Kiaka     Mineral     Corporate          
      Project     Mine     Mine     Mine     Project     Project     Project     Properties      & Other       Total  
      $     $     $     $     $     $     $     $     $     $  
                                                               
  Gold revenue   45,179     53,101     33,193     12,779     -     -     -     -     -     144,252  
                                                               
  Production costs   14,376     21,245     17,139     8,884     -     -     -     -     -     61,644  
                                                               
  Depreciation & depletion   12,526     8,485     9,536     3,766     -     -     -     -     50     34,363  
                                                               
  Net (loss) income   13,443     18,472     2,261     (1,008 )   1,585     -     552     85     (28,739 )   6,651  
                                                               
  Capital expenditures   18,999     8,980     9,506     1,887     47,365     63     616     1,503     (280 )   88,639  
                                                               
  Total assets   452,362     524,403     140,484     74,279     677,594     42,694     64,393     59,391     74,759     2,110,359  

      For the three months ended March 31, 2015  
                                                Other              
      Otjikoto     Masbate       Libertad       Limon     Fekola     Gramalote     Kiaka     Mineral     Corporate          
      Project     Mine     Mine     Mine     Project     Project     Project     Properties       & Other       Total  
      $     $     $     $     $     $     $     $     $     $  
                                                               
  Gold revenue   16,186     68,448     37,535     16,723     -     -     -     -     -     138,892  
                                                               
  Production costs   6,833     37,395     23,341     10,254     -     -     -     -     -     77,823  
                                                               
  Depreciation & depletion   3,505     11,017     12,043     6,233     -     -     -     -     56     32,851  
                                                               
  Net (loss) income   2,709     14,922     2,788     (1,479 )   (1,851 )   -     (737 )   (143 )   (9,868 )   6,341  
                                                               
  Capital expenditures   14,327     5,329     7,188     6,244     18,481     3,450     650     1,231     8     56,908  
                                                               
  Total assets   471,933     522,004     203,175     105,593     500,462     70,182     59,989     57,900     68,765     2,059,903  



B2GOLD CORP.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three months ended March 31, 2016
(All tabular amounts are in thousands of United States dollars unless otherwise stated)
(Unaudited)
 

The Company’s mining interests are located in the following geographical locations:

      March 31,     December 31,  
      2016     2015  
      $     $  
               
               
  Mining interests            
     Mali   685,654     639,780  
     Philippines   419,230     419,129  
     Namibia   402,795     396,338  
     Nicaragua   168,669     171,087  
     Colombia   72,624     71,111  
     Burkina Faso   65,799     64,934  
     Chile   1,978     1,964  
     Finland   568     489  
     Canada   597     928  
               
      1,817,914     1,765,760  

18

Commitments


 

As at March 31, 2016, the Company had commitments (in addition to those disclosed elsewhere in these financial statements) for payments of $89.3 million for Fekola project equipment and development costs. Of this $75.5 million is expected to be incurred in 2016 and $13.8 million in 2017.



B2GOLD CORP.
MINING INTERESTS SCHEDULE (NOTE 19)
For the three months ended March 31, 2016
(All tabular amounts are in thousands of United States dollars unless otherwise stated)
(Unaudited)

        Cost             Accumulated depreciation        Net carrying value    
  Balance at Dec. 31, 2015     Acquisition costs/ Additions     Disposals/ write-offs     Reclass     Cumulative translation adjustment     Balance at Mar. 31, 2016     Balance at Dec. 31, 2015     Depreciation     Disposals/ write-offs     Balance at Mar. 31, 2016     As at Mar. 31, 2016     As at Dec. 31, 2015  
    $     $     $     $     $     $     $      $     $     $     $     $  
Property, plant and equipment (depletable)                                                      
     Otjikoto   437,591     17,914     -     -     -     455,505     (41,810 )   (11,755 )   -     (53,565 )   401,940     395,781  
     Masbate   472,021     10,804     (1,366 )   -           481,459     (125,574 )   (10,078 )   741     (134,911 )   346,548     346,447  
     Libertad   272,295     9,755     (248 )   -     -     281,802     (169,721 )   (9,927 )   25     (179,623 )   102,179     102,574  
     Limon   140,791     2,228           -     -     143,019     (87,197 )   (4,560 )   -     (91,757 )   51,262     53,594  
    1,322,698     40,701     (1,614 )   -     -     1,361,785     (424,302 )   (36,320 )   766     (459,856 )   901,929     898,396  
Masbate undeveloped mineral interests   72,682     -     -     -     -     72,682     -     -     -     -     72,682     72,682  
Mine under construction                                                                        
     Fekola   631,524     45,277     -     -     -     676,801     -     -     -     -     676,801     631,524  
    631,524     45,277     -                 676,801     -     -     -     -     676,801     631,524  
Exploration & evaluation properties (non-depletable)                                                        
     Kiaka   63,339     658           -     -     63,997     -     -     -     -     63,997     63,339  
     Mocoa   28,717     12     -     -     -     28,729     -     -     -     -     28,729     28,717  
     Calibre   11,252     278     -     -     -     11,530     -     -     -     -     11,530     11,252  
     Other   16,528     1,224     -     -     -     17,752     -     -     -     -     17,752     16,528  
    119,836     2,172     -     -     -     122,008     -     -     -     -     122,008     119,836  
Corporate                                                                        
     Office, furniture & equipment   2,062     (280 )   -     -     -     1,782     (1,134 )   (50 )         (1,184 )   598     928  
    2,062     (280 )   -     -           1,782     (1,134 )   (50 )         (1,184 )   598     928  
    2,148,802     87,870     (1,614 )   -     -     2,235,058     (425,436 )   (36,370 )   766     (461,040 )   1,774,018     1,723,366  
Investments in joint ventures (accounted for using the equity method)                                                        
     Gramalote   41,193     1,502     -     -     -     42,695     -     -     -     -     42,695     41,193  
     Quebradona   1,201     -     -     -     -     1,201     -     -     -     -     1,201     1,201  
    42,394     1,502           -           43,896     -     -     -     -     43,896     42,394  
    2,191,196     89,372     (1,614 )   -     -     2,278,954     (425,436 )   (36,370 )   766     (461,040 )   1,817,914     1,765,760  


B2GOLD CORP.
MINING INTERESTS SCHEDULE (NOTE 19)
For the year ended December 31, 2015
(All tabular amounts are in thousands of United States dollars unless otherwise stated)
(Unaudited)

            Cost                     Accumulated depreciation            Net carrying value      
  Balance at Dec. 31, 2014     Acquisition costs/ Additions     Disposals/ write-offs     Reclass     Cumulative translation adjustment     Balance at Dec. 31, 2015     Balance at Dec. 31, 2014     Depreciation     Disposals/ write-offs     Balance at Dec. 31, 2015     As at Dec. 31, 2015     As at Dec. 31, 2014  
    $     $     $     $     $     $     $     $     $     $     $     $  
Property, plant and equipment (depletable)                                                      
     Otjikoto   -     26,098     (363 )   411,856     -     437,591     -     (41,810 )   -     (41,810 )   395,781     -  
     Masbate   420,644     46,455     (304 )   5,226           472,021     (91,706 )   (34,068 )   200     (125,574 )   346,447     328,938  
     Libertad   296,102     26,552     (50,359 )   -     -     272,295     (127,704 )   (42,689 )   672     (169,721 )   102,574     168,398  
     Limon   142,772     21,042     (23,023 )   -     -     140,791     (62,865 )   (24,421 )   89     (87,197 )   53,594     79,907  
    859,518     120,147     (74,049 )   417,082     -     1,322,698     (282,275 )   (142,988 )   961     (424,302 )   898,396     577,243  
Masbate undeveloped mineral interests   85,078     -     (7,170 )   (5,226 )   -     72,682     -     -     -     -     72,682     85,078  
Mine under construction                                                                        
     Fekola   -     106,561     -     524,963     -     631,524     -     -     -     -     631,524     -  
     Otjikoto   430,668     9,877     -     (415,809 )   (24,736 )   -     -     -     -     -     -     430,668  
    430,668     116,438     -     109,154     (24,736 )   631,524     -     -     -     -     631,524     430,668  
Exploration & evaluation properties (non-depletable)                                                        
     Fekola   514,965     44,528     (38,483 )   (521,010 )   -     -     -     -     -     -     -     514,965  
     Kiaka   59,062     4,307     (30 )   -     -     63,339     -     -     -     -     63,339     59,062  
     Mocoa   28,652     65     -     -     -     28,717     -     -     -     -     28,717     28,652  
     Pavon   6,238     2,294     (8,532 )   -     -     -     -     -     -     -     -     6,238  
     Calibre   10,022     1,230     -     -     -     11,252     -     -     -     -     11,252     10,022  
     Other   10,066     6,462     -     -     -     16,528     -     -     -     -     16,528     10,066  
    629,005     58,886     (47,045 )   (521,010 )   -     119,836     -     -     -     -     119,836     629,005  
Corporate                                                                        
     Office, furniture & equipment   1,768     382     (88 )   -     -     2,062     (955 )   (267 )   88     (1,134 )   928     813  
    1,768     382     (88 )   -           2,062     (955 )   (267 )   88     (1,134 )   928     813  
    2,006,037     295,853     (128,352 )   -     (24,736 )   2,148,802     (283,230 )   (143,255 )   1,049     (425,436 )   1,723,366     1,722,807  
Investments in joint ventures (accounted for using the equity method)                                                  
     Gramalote   66,725     10,652     (36,184 )   -     -     41,193     -     -     -     -     41,193     66,725  
     Quebradona   1,201     -     -     -     -     1,201     -     -     -     -     1,201     1,201  
    67,926     10,652     (36,184 )   -           42,394     -     -     -     -     42,394     67,926  
    2,073,963     306,505     (164,536 )   -     (24,736 )   2,191,196     (283,230 )   (143,255 )   1,049     (425,436 )   1,765,760     1,790,733  


EX-99.2 3 exhibit99-2.htm EXHIBIT 99.2 B2Gold Corp.: Exhibit 99.2 - Filed by newsfilecorp.com

B2GOLD CORP.
MANAGEMENT’S DISCUSSION AND ANALYSIS
For the quarter ended March 31, 2016
(All tabular amounts are expressed in thousands of United States dollars, unless otherwise stated)

This Management’s Discussion and Analysis (“MD&A”) has been prepared as at May 11, 2016 and contains certain “forward-looking statements” under Canadian and United States securities laws. All statements, other than statements of historical fact, included herein, including without limitation statements regarding potential mineralization, exploration results and future plans and objectives of B2Gold Corp. (the “Company” or “B2Gold”), are forward-looking statements that involve various risks, uncertainties and assumptions. See the “Caution on Forward-Looking Information” section. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements, as a result of a number of factors, including those set out in “Risks and Uncertainties.”

The following discussion of the operating results and financial position of the Company should be read in conjunction with the unaudited condensed interim consolidated financial statements and the notes thereto of the Company for the three months ended March 31, 2016 and the audited consolidated financial statements and the notes thereto of the Company for the year ended December 31, 2015. These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). All amounts are expressed in United States dollars, unless otherwise stated.

OVERVIEW

B2Gold Corp. is a Vancouver-based gold producer with four operating mines (one in Namibia, one in the Philippines and two in Nicaragua) and one mine under construction in Mali. In addition, the Company has a portfolio of other evaluation and exploration projects in Mali, Colombia, Burkina Faso, Nicaragua, Finland and Chile. The Company currently operates the Otjikoto mine in Namibia, which achieved commercial production on February 28, 2015, the Masbate mine in the Philippines and La Libertad mine and El Limon mine in Nicaragua. The Company presently has an effective 90% interest in the Fekola Project in Mali (as described below, it is expected that the State of Mali will acquire an additional 10% interest), an 81% interest in the Kiaka Project in Burkina Faso and a 49% interest in the Gramalote Project in Colombia.

Consolidated gold production in the first quarter of 2016 was 127,844 ounces. This exceeded budget by 8,966 ounces and was 10% greater than in the same period of the previous year (consolidated gold production in the first quarter of 2015 was 115,859 ounces, including 18,815 ounces of pre-commercial production from the Otjikoto mine). The Company had gold sales of 120,899 ounces and revenues of $144.3 million. Consolidated cash operating costs were a record low of $499 per ounce of gold for the first quarter of 2016, which was $97 per ounce lower than budget and $202 per ounce lower than the first quarter of 2015. The favourable variance against budget reflects lower fuel costs at all sites, a weaker Namibian dollar than budgeted at the Otjikoto mine and better realized gold grades and recoveries than budgeted at the Masbate and La Libertad mines. Consolidated cash operating costs in the first quarter of 2016 were lower than the first quarter of 2015 for similar reasons and also benefitted from having the Otjikoto mine operate at full capacity for a full quarter in 2016.

In March 2016, the Company entered into a series of prepaid sales transactions, for the delivery of approximately 103,300 ounces of gold totalling $120 million (the “Prepaid Sales”), with its revolving credit facility bank syndicate. The Prepaid Sales transactions, in the form of metal sales forward contracts, allow the Company to deliver the predetermined volumes of gold on agreed future delivery dates in exchange for an upfront cash pre-payment. The Prepaid Sales transactions have a term of 33 months commencing March 2016, and settlement will be in the form of physical deliveries of unallocated gold from any of the Company’s mines in 24 equal monthly instalments during 2017 and 2018.

On March 14, 2016, the Company signed a commitment letter to enter into a Euro equivalent of $80.9 million term Equipment Facility (“The Equipment Facility”) with Caterpillar Financial SARL, as Mandated Lead Arranger, and Caterpillar Financial Services Corporation, as original lender. The aggregate principal amount of up to Euro equivalent of $80.9 million is to be made available to the Company’s majority-owned subsidiary, Fekola SA, to finance the mining fleet and other mining equipment at the Company's Fekola Project in Mali.

Capital expenditures on the Fekola project in the first quarter of 2016 totaled $46.4 million versus a construction budget of $62 million. Expenditures on the Fekola project to date are $175.8 million including $37.9 million of preconstruction expenditures compared with a budget to date of $177 million. The variance was mainly due to the timing of payments for some key pieces of equipment. The project remains on schedule and on budget.

1


As at March 31, 2016, the Company remained in a strong financial position with working capital of $124.5 million including unrestricted cash and cash equivalents of $109.1 million. In addition, the Company has $175 million of undrawn capacity on its new revolving credit facility. The Company believes the closing of the above agreements, coupled with strong operating cash flows from its existing mine operations, will provide adequate resources both to maintain operations and fund the construction of the Fekola Project through completion (forecast to be late 2017) based on current assumptions, including current gold prices.

Subsequent to March 31, 2016, the extension of Masbate’s income tax holiday was approved for an additional year to June 2017.

On April 26, 2016, the Otjikoto mine experienced a slope failure on the pit access ramp. The failure, which did not result in any injuries or damage to equipment, occurred on a fault plane that had been activated by the recent rainy season. The stability of the slope above and below the access ramp had been monitored for several months. Safety and production mitigation measures were planned and implemented prior to the failure. As a result of implementing these measures, second quarter and full year 2016 production at the Otjikoto mine are not expected to be impacted.

The Company is projecting another record year for gold production in 2016. Consolidated gold production in 2016 is expected to be in the range of 510,000 to 550,000 ounces. Consolidated cash operating costs in 2016 are expected to be in the range of $560 to $595 per ounce, compared to $616 per ounce in 2015. Gold production in 2016 is anticipated to be slightly weighted towards the second-half of the year.

2


REVIEW OF FINANCIAL RESULTS

Selected Quarterly Financial and Operating Results

    Three months ended  
    March 31  
    (unaudited)  
    2016     2015  
Gold revenue(2) ($ in thousands)   144,252     138,892  
Gold sold, excluding Otjikoto pre-commercial production results (ounces)   120,899     114,799  
Average realized gold price(2) ($/ounce)   1,193     1,210  
Gold sold, total including Otjikoto pre-commercial production results (ounces)   120,899     133,265  
Gold produced, excluding Otjikoto pre-commercial production results (ounces)   127,844     97,044  
Gold produced, total including Otjikoto pre-commercial production results (ounces)   127,844     115,859  
Cash operating costs(1)(2) ($/ounce gold)   499     701  
Total cash costs(1)(2) ($/ounce gold)   545     753  
All-in sustaining costs(1)(2) ($/ounce gold)   874     1,091  
Adjusted net income (1)(2)(3) ($ in thousands)   18,872     10,908  
Adjusted earnings per share (1)(2)(3) – basic ($)   0.02     0.01  
Net income ($ in thousands)   6,651     6,341  
Earnings per share – basic(3) ($/share)   0.01     0.01  
Earnings per share – diluted(3) ($/share)   0.01     0.00  
Cash flows from operating activities(4) ($ in thousands)   171,553     58,663  

(1)

A cautionary note regarding non-IFRS measures is included in the section titled “Non-IFRS Measures.”

(2)

Includes the results from the Otjikoto mine from March 1, 2015.

(3)

Attributable to the shareholders of the Company.

(4)

Cash flows from operating activities for the period ended March 31, 2016 include $120 million in proceeds from the Prepaid Sales transactions.

First quarter 2016 and 2015

Revenue

Gold revenue for the first quarter of 2016 was $144.3 million on sales of 120,899 ounces at an average price of $1,193 per ounce compared to $138.9 million (or $162 million including $23.1 million of pre-commercial production sales from Otjikoto) on sales of 114,799 ounces (or 133,265 ounces including 18,466 ounces of pre-commercial production sales from Otjikoto) at an average price of $1,210 per ounce in the first quarter of 2015. The 4% increase in gold revenue was mainly attributable to a 5% increase in gold sales volume, partially offset by an approximately 1% decline in the average realized gold price.

In the first quarter of 2016, the Otjikoto mine accounted for $45.2 million (Q1 2015 - $16.2 million, excluding $23.1 million of pre-commercial production sales) of gold revenue from the sale of 38,199 ounces (Q1 2015 – 13,683 ounces excluding 18,466 ounces of pre-commercial production sales). The Masbate mine accounted for $53.1 million (Q1 2015 - $68.4 million) of gold revenue from the sale of 44,300 ounces (Q1 2015 – 56,500 ounces), the Libertad mine accounted for $33.2 million (Q1 2015 - $37.5 million) of gold revenue from the sale of 27,700 ounces (Q1 2015 – 30,816 ounces) while $12.8 million (Q1 2015 - $16.7 million) was contributed by the Limon mine from the sale of 10,700 ounces (Q1 2015 – 13,800 ounces).

3


Production and operating costs

Consolidated gold production in the first quarter of 2016 was 127,844 ounces, exceeding budget by 8,966 ounces and 10% greater than in the same period last year (consolidated gold production in the first quarter of 2015 was 115,859 ounces, including 18,815 ounces of pre-commercial production from the Otjikoto mine). The increase in gold production was primarily attributable to strong quarterly production from the Company’s Masbate mine in the Philippines and La Libertad mine in Nicaragua. The Otjikoto mine in Namibia was in line with budget while El Limon mine in Nicaragua was slightly behind budget, mainly due to lower grade material processed in the first quarter of 2016.

In the first quarter of 2016, consolidated cash operating costs were a record low of $499 per ounce, $97 per ounce or 16% less than budget. The favourable variance reflects lower fuel costs at all sites, a weaker Namibian dollar than budgeted at the Otjikoto mine and better realized gold grades and recoveries than budgeted at the Masbate and La Libertad mines. Consolidated cash operating costs in the first quarter of 2016 were lower than the first quarter of 2015 for similar reasons and also benefitted from having the Otjikoto mine operate at full capacity for a full quarter in 2016. Refer to “Review of mining operations and development projects” for mine specific details.

All-in sustaining costs for the three months ended March 31, 2016 were $874 per ounce compared to budget of $1,105 per ounce and $1,091 per ounce for the prior year quarter (refer to Non-IFRS Measures), with reductions driven by the same factors impacting the reduction in cash operating costs per ounce as well as lower than budgeted capital expenditures at several mine sites during the quarter due to the timing of equipment and land purchases.

Depreciation and depletion

Depreciation and depletion expense included in total cost of sales, was $34.3 million in the first quarter of 2016 compared to $32.8 million in the same period in 2015. The increase in depreciation expense was mainly due to a 5% increase in the gold ounces sold. The depreciation charge remained relatively consistent at $284 per ounce of gold sold in the current quarter compared $286 per ounce of gold sold in the comparative quarter.

Other

General and administrative costs (“G&A”) costs relate mainly to the Company’s head office in Vancouver, the Managua and Santo Domingo offices in Nicaragua, the Makati office in the Philippines, the Windhoek office in Namibia and the Company’s other offshore subsidiaries. G&A decreased in the first quarter of 2016 versus the comparable period in the prior year by approximately $2.2 million. The decrease was primarily due to a reduction of $1.4 million in cash bonuses and a $0.4 million reduction in Australian office costs following the closure of the former Papillon corporate offices in March 2015.

The Company’s results for the first quarter of 2016 included a non-cash mark-to-market loss of $6.0 million on the convertible senior subordinated notes compared to a non-cash mark-to-market gain of $1.7 million in the first quarter of 2015. The convertible notes are measured at fair value on each financial reporting period-end date with changes flowing through the statement of operations. The Company’s 2015 first quarter results also included a gain of $2.2 million resulting from the sale of the Bellavista property in January 2015 for consideration of $1 million in cash and a 2% net smelter returns royalty on the sale of minerals produced from the Bellavista project.

The Company reported $3.0 million (net of capitalized interest) in interest and financing expense during the first quarter of 2016 as compared with $1.7 million in the first quarter of 2015. The increase in interest expense was due to increased debt levels in the period, relating mainly to the new revolving corporate credit facility and equipment loans. Interest expense (net of capitalized interest) relating to the convertible senior subordinated notes was recorded as part of the overall change in fair value of the notes in the statement of operations. During the three months ended March 31, 2016, the Company capitalized interest costs on its borrowings attributable to funds spent on the Fekola project in the amount of $1.8 million (Q1 2015 - $3.2 million was capitalized to Otjikoto prior to commercial production).

For the three months ended March 31, 2016, the Company recorded $9.5 million (2015 - $0.1 million) of unrealized losses on derivative instruments. The net unrealized loss of $9.5 million was comprised of an unrealized loss of $11.3 million on gold derivative instruments and an unrealized gain of $1.8 million on the Company’s forward fuel price contracts. The gold derivative instruments were a requirement of the Company’s previous revolving credit facility agreement, entered into in April 2013. Following the completion of the new revolving credit facility in 2015, these contracts are now marked-to-market each reporting period through the statement of operations.

4


The Company recorded a net current income tax expense of $4.3 million in the first quarter of 2016 compared to a recovery of $2.3 million in the first quarter of 2015. The net recovery in the prior year quarter was a result of a number of factors including lower gold revenues at La Libertad in the first quarter of 2015 and a reversal of tax provisions for previously accrued tax assessments which were settled in the first quarter of 2015.

For the first quarter of 2016, the Company generated net income of $6.7 million ($0.01 per share) compared to $6.3 million ($0.01 per share) in the first quarter of 2015. Adjusted net income (refer to “Non-IFRS Measures”) was $18.9 million ($0.02 per share) compared to $10.9 million ($0.01 per share) in the first quarter of 2015. Adjusted net income in the first quarter of 2016 primarily excluded share-based payments of $5.4 million, non-cash mark-to-market losses of $6.0 million relating to the overall change in fair value of the Company’s convertible senior subordinated notes, unrealized losses on derivative instruments of $9.5 million and a deferred income tax recovery of $8.6 million.

Cash flow from operating activities was $171.6 million ($0.19 per share) in the first quarter of 2016 compared to $58.7 million ($0.06 per share) in the first quarter of 2015, an increase of $112.9 million. This increase was mainly due to $120 million of proceeds received from the Prepaid Sales transactions and a $16.2 million reduction in production costs partially offset by a $21.1 million negative change in non-cash working capital during the quarter. The main change in working capital related to a $16.9 million increase in inventory due to higher bullion inventory balances at Masbate and La Libertad mines and higher supplies inventory balances at the Otjikoto and El Limon mines at March 31, 2016.

As at March 31, 2016, the Company remained in a strong financial position with working capital of $124.5 million including unrestricted cash and cash equivalents of $109.1 million. In addition, the Company has $175 million of undrawn capacity on its new revolving credit facility. Also, on March 14, 2016, the Company signed a commitment letter to enter into a Euro equivalent of $80.9 million term Equipment Facility with Caterpillar Financial SARL, as Mandated Lead Arranger, and Caterpillar Financial Services Corporation, as original lender. The aggregate principal amount of up to Euro equivalent of $80.9 million is to be made available to the Company’s majority-owned subsidiary, Fekola SA to finance the mining fleet and other mining equipment at the Company's Fekola Project in Mali.

The Company believes that its current funding arrangements coupled with strong operating cash flows from the its existing mine operations will provide adequate resources both to maintain operations and fund the construction of the Fekola Project through completion (forecast to be late 2017) based on current assumptions, including current gold prices.

5


REVIEW OF MINING OPERATIONS AND DEVELOPMENT PROJECTS
Otjikoto Mine - Namibia

          One month ended March        
    Three months ended     31, 2015 (Post-   Three months ended  
    March 31, 2016     Commercial Production)     March 31, 2015  
Gold revenue ($ in thousands)   45,179     16,187     39,281  
Gold sold (ounces)   38,199     13,683     32,149  
Average realized gold price ($/ ounce)   1,183     1,183     1,222  
Tonnes of ore milled   822,602     237,712     656,538  
Grade (grams/ tonne)   1.37     1.65     1.53  
Recovery (%)   98.5     98.6     97.2  
Gold production (ounces)   35,703     12,319     31,134  
Cash operating costs(1) ($/ ounce)   381     477     N/A  
Total cash costs(1) ($/ ounce)   419     515     N/A  
All-in sustaining costs(1) ($/ounce gold)   835     629     N/A  
Capital expenditures(2) ($ in thousands)   18,708     N/A     13,526  
Exploration(2) ($ in thousands)   589     N/A     802  

(1)

A cautionary note regarding non-IFRS measures is included in the section titled “Non-IFRS Measures.”

(2)

Capital expenditures and exploration are presented on a quarterly basis only.

Gold production at the Otjikoto mine for the first quarter of 2016 was 35,703 ounces against a budget of 35,653 ounces, exceeding budget by 50 ounces and 4,569 ounces higher than the same period of the previous year. For the same period in 2015, the Otjikoto mine’s total gold production was 31,134 ounces (including 18,815 ounces of pre-commercial production).

With the success of the plant expansion project completed in the third quarter of 2015, the budgeted throughput rate for 2016 was increased from 6,855 tonnes per day to 9,024 tonnes per day. For the first quarter of 2016, mill throughput was 822,602 tonnes compared to a budget of 821,184 tonnes. The average daily mill throughput for the first quarter of 2016 was 9,040 tonnes per day versus a budget of 9,024 tonnes per day. The average mill recoveries for the first quarter of 2016 were 98.5%, compared to a budget of 97% and recoveries during the same period of the previous year of 97.2% . The higher recoveries were mainly attributable to a high proportion of coarse gold (60%), combined with leach and CIP recoveries, which were well above target. The average gold grade processed in the first quarter of 2016 was 1.37 g/t compared to a budget of 1.39 g/t and 1.53 g/t in the prior year quarter.

The Otjikoto mine’s cash operating costs were $381 per gold ounce (refer to “Non-IFRS Measures”) for the first quarter of 2016 which was $107 per ounce lower than budget and $96 per ounce lower than the prior year quarter. The significant reduction compared to budget was attributable to a weaker Namibian dollar/US dollar foreign exchange rate, lower fuel prices and lower than budgeted consumption of grinding media. Mining and processing costs were positively impacted by diesel and gasoline prices which were 19% lower than budget, heavy fuel oil (“HFO”) prices which were 37% lower than budget and a 17% weaker Namibian dollar/US dollar foreign exchange than budgeted. Cash operating costs of $477 in the first quarter of 2015 reflect only one month of operations following achievement of commercial production on February 28, 2015. All-in sustaining costs for the three months ended March 31, 2016 were $835 per ounce compared to a budget of $844 per ounce and $629 per ounce in the prior year quarter. All-in sustaining costs in the quarter reflect the reduction in cash operating costs noted above offset by higher than budgeted capital expenditures in the quarter due to the timing of equipment purchases.

6


Net capital expenditures in the first quarter of 2016 totalled $18.7 million and included $5.4 million for deferred stripping and $12.8 million for mobile equipment.

On April 26, 2016, the Otjikoto mine experienced a slope failure on the pit access ramp. The failure, which did not result in any injuries or damage to equipment, occurred on a fault plane that had been activated by the recent rainy season. The stability of the slope above and below the access ramp had been monitored for several months. Safety and production mitigation measures were planned and implemented prior to the failure. As a result of implementing these measures, second quarter and full year 2016 production at the Otjikoto mine are not expected to be impacted. The Otjikoto mine team in conjunction with consultant experts have already adopted a plan to buttress the failure zone and recover the access ramp, and to construct an alternative access ramp which will be utilized until the depletion of the Phase 1 pit ore in November 2016. Ore supply will be supplemented from other sources whilst the ramp is being repaired and the second ramp is being constructed.

The Company’s guidance for the Otjikoto mine remains unchanged. In 2016, the Otjikoto mine is expected to produce between 160,000 to 170,000 ounces of gold at cash operating costs between $400 to $440 per ounce. The mine is on target to achieve budgeted gold production for the year. With the high-grade Wolfshag zone entering the production phase towards the end of the fourth quarter 2016, gold production in 2017 is expected to increase significantly. A new life of mine plan, based on the new grade model and geotechnical data, which will include mining from the Wolfshag deposit, is expected to be completed during the fourth quarter of 2016.

Masbate Mine – Philippines

    Three months ended  
    March 31  
    2016     2015  
Gold revenue ($ in thousands)   53,101     68,448  
Gold sold (ounces)   44,300     56,500  
Average realized gold price ($/ ounce)   1,199     1,211  
Tonnes of ore milled   1,785,891     1,756,234  
Grade (grams/ tonne)   1.26     1.05  
Recovery (%)   72.9     78.5  
Gold production (ounces)   52,727     46,241  
Cash operating costs(1) ($/ ounce gold)   456     674  
Total cash costs(1) ($/ ounce gold)   511     735  
All-in sustaining costs(1) ($/ounce gold)   638     877  
Capital expenditures ($ in thousands)   8,514     4,126  
Exploration ($ in thousands)   466     1,204  

(1)

A cautionary note regarding non-IFRS measures is included in the section titled “Non-IFRS Measures.”

The Masbate mine had a very strong first quarter in 2016, producing 52,727 ounces of gold against a budget of 45,483 ounces, 7,244 ounces or 16% better than budget, and an increase of 14% or 6,486 ounces compared to the same period in 2015 (gold production for the first quarter in 2015 at the Masbate mine was 46,241 ounces). Gold production improved against budget mainly due to better grades from the Main Vein pit and higher throughput and recoveries driven by higher than budgeted oxide ore from the Colorado pit. Mill throughput for the first quarter of 2016 was 1,785,891 tonnes compared to a budget of 1,658,404 tonnes and 1,756,234 tonnes in the first quarter of 2015. The average gold grade processed was 1.26 g/t compared to a budgeted grade of 1.21 g/t and first quarter 2015 grades of 1.05 g/t. Mill recoveries averaged 72.9% which was better than budgeted recoveries of 70.3% but lower than recoveries in the first quarter of 2015 of 78.5%. Recoveries in the first quarter were better than budget as the Company processed 30% oxide material and 70% sulfide/transitional material in the first quarter of 2016 versus a budget of 14% and 86%, respectively. B2Gold expects to mine a similar ratio of oxide ore (30%) and sulfide/transitional ore (70%) against a budget of 17% oxide ore and 83% sulfide/transitional ore in the second quarter of 2016. Recoveries were less than the same period the previous year due to less oxide material being processed at the mill.

7


The Masbate mine’s cash operating costs were $456 per gold ounce (refer to “Non-IFRS Measures”) in the first quarter of 2016 which was $134 per ounce lower than budget and $218 per ounce lower than in the prior-year quarter. These excellent cost improvements were as a result of lower than budgeted fuel costs and better than budgeted productivity from the mining fleet, combined with higher than budgeted production driven by higher grade and recoveries as discussed above. Heavy fuel oil purchases were $0.23 per litre compared to a budget of $0.33 per litre, resulting in power costs of $0.09 per kWh versus a budget of $0.11 per kWh. Diesel purchases were $0.34 per litre compared to a budget of $0.50 per litre. Cash costs in the prior year quarter were higher due to higher fuel costs, lower throughput as a result of a SAG mill pinion change out in January 2015 and lower grade processed. All-in sustaining costs for the three months ended March 31, 2016 were $638 per ounce compared to a budget of $872 per ounce and $877 per ounce in the prior year quarter. In addition to lower production costs, all-in sustaining costs were also below budget due to timing of equipment purchases and land acquisition costs.

Capital expenditures in the first quarter of 2016 totalled $8.5 million consisting of plant expansion costs of $4.4 million, $1.7 million in deferred stripping costs and $0.4 million in mobile equipment costs.

B2Gold is in the process of completing a process plant upgrade at the Masbate mine. The plant will be completed in phases and is expected to be commissioned and in production by the end of the third quarter of 2016. Key milestones include the following:

  Carbon Harvest Screen installation
  Leaching/Adsorption tank completion
  Grinding Circuit upgrades completion
  Water Treatment Plant and Cooling System upgrade completion
  Carbon Regeneration Kiln installation and commissioning

Total 2016 process plant expansion costs are budgeted to be $15.7 million of which $4.4 million has been incurred to date.

The Masbate mine is projected to produce approximately 175,000 to 185,000 ounces of gold in 2016 at cash operating costs of approximately $620 to $660 per ounce.

Subsequent to March 31, 2016, the extension of Masbate’s income tax holiday was approved for an additional year to June 2017.

8


La Libertad Mine - Nicaragua

    Three months ended  
    March 31  
    2016     2015  
Gold revenue ($ in thousands)   33,193     37,535  
Gold sold (ounces)   27,700     30,816  
Average realized gold price ($/ ounce)   1,198     1,218  
Tonnes of ore milled   576,487     586,006  
Grade (grams/ tonne)   1.66     1.48  
Recovery (%)   94.7     93.9  
Gold production (ounces)   29,198     25,326  
Cash operating costs(1) ($/ ounce gold)   623     841  
Total cash costs(1) ($/ ounce gold)   649     868  
All-in sustaining costs(1) ($/ounce gold)   1,043     1,213  
Capital expenditures ($ in thousands)   8,780     6,139  
Exploration ($ in thousands)   726     1,049  

(1)

A cautionary note regarding non-IFRS measures is included in the section titled “Non-IFRS Measures.”

La Libertad mine completed a solid first quarter in 2016, processing 576,487 tonnes compared to a budget of 573,236 tonnes and 568,006 tonnes in the prior-year quarter to produce 29,198 ounces of gold against a budget of 25,984 ounces. This was an increase of 3,214 ounces or 12% against budget and 3,872 ounces or 15% compared to the same period the previous year (gold production at Libertad in the first quarter of 2015 was 25,326 ounces). The average gold grade processed in the first quarter of 2016 was 1.66 g/t compared to a budget of 1.50 g/t and first quarter 2015 grades of 1.48 g/t. Mill recoveries for the first quarter averaged 94.7% compared to a budget of 94% (for the first quarter of 2015 they were 93.9%) .

During the first quarter of 2016, La Libertad mine had better grade and recoveries compared to both budget and the same period in 2015, due to processing of less spent ore and processing of higher grade material from the Jabali Central and Los Angeles pits.

La Libertad mine’s cash operating costs were $623 per gold ounce (refer to “Non-IFRS Measures”) for the first quarter of 2016 which was $87 per ounce lower than budget and $218 per ounce lower than in the prior-year quarter. This was the result of higher than budgeted gold production compared with both budget and the prior-year quarter. Total production costs were approximately in line with budget, however, the average grade was 12% higher, as described above, resulting in higher production and therefore a lower cash operating costs per ounce. All-in sustaining costs for the three months ended March 31, 2016 were $1,043 per ounce compared to a budget of $1,578 per ounce and $1,213 per ounce in the prior year quarter. Part of the lower than budgeted all in sustaining costs relates to the deferral of Jabali resettlement and development costs until later in 2016.

Total capital expenditures in the first quarter of 2016 were $8.8 million, consisting primarily of La Esperanza Tailings Dam expansion of $3.5 million, land purchases of $2.6 million and prestripping of $2.3 million.

Mining from the higher grade Jabali Antenna pit was scheduled to commence in the second quarter of 2016. However, the Company has experienced additional delays in relocation and permitting activities. As a result, the Company now anticipates that the Jabali Antenna pit will enter the production stream in late 2016, upon completion of the resettlement activities and receipt of remaining mining permits.

9


By mining additional material from Jabali Central and Mojon underground, the Company believes that any 2016 production shortfalls arising from delays in accessing ore at the Jabali Antenna pit can be offset. Therefore, it still expects to meet 2016 production guidance for La Libertad mine of between 125,000 to 135,000 ounces of gold in 2016 at cash operating costs of approximately $650 to $680 per ounce.

El Limon Mine – Nicaragua

    Three months ended  
    March 31  
    2016     2015  
Gold revenue ($ in thousands)   12,779     16,723  
Gold sold (ounces)   10,700     13,800  
Average realized gold price ($/ ounce)   1,194     1,212  
Tonnes of ore milled   116,481     122,677  
Grade (grams/ tonne)   2.92     3.54  
Recovery (%)   93.6     94.1  
Gold production (ounces)   10,216     13,158  
Cash operating costs(1) ($/ ounce)   775     738  
Total cash costs(1) ($/ ounce)   860     818  
All-in sustaining costs(1) ($/ounce gold)   1,127`     1,356  
Capital expenditures ($ in thousands)   1,380     5,397  
Exploration ($ in thousands)   508     847  

(1)

A cautionary note regarding non-IFRS measures is included in the section titled “Non-IFRS Measures.”

First quarter gold production at El Limon mine was 10,216 ounces, which was 1,542 ounces or 13% below budget and 2,942 ounces lower than the same period in the previous year. The average gold grade processed during the first quarter was 2.92 g/t compared to budgeted grades of 3.63 g/t and first quarter 2015 grades of 3.54 g/t. Mill recoveries averaged 93.6% compared to budgeted recoveries of 93.5% and first quarter 2015 recoveries of 94.1% . Mill throughput for the first quarter of 2016 was 116,481 tonnes compared to a budget of 107,693 tonnes and 122,677 tonnes for the same period the previous year.

The main reason for the shortfall in production compared to budget and the prior year quarter was limited access to higher grade ore from deeper stopes at Santa Pancha 1. A dewatering system using a vertical bore hole was developed to control water, however the resulting dewatering volumes were found to be lower than anticipated. This resulted in a delay in accessing higher grade deeper stopes. In March 2016, the Company completed drilling of a series of horizontal dewatering holes at the lowest expected elevation to be mined in fiscal 2016. Mine water levels are now fully controlled and mining is now advancing as planned at Santa Pancha 1. Management remains confident that El Limon, which represents approximately 10% of the Company’s 2016 consolidated gold production, will be able to meet 2016 guidance. However, production will be weighted towards the second half of the year.

The El Limon mine’s cash operating costs were $775 per gold ounce (refer to “Non-IFRS Measures”) for the first quarter of 2016 which was $76 per ounce higher than budget and $37 per ounce higher than in the prior-year quarter. Cash operating costs per ounce were higher than both budget and the prior-year quarter due to limited access to higher grade ore in Santa Pancha 1 as outlined above. All-in sustaining costs for the three months ended March 31, 2016 were $1,127 per ounce compared to a budget of $1,199 per ounce and $1,356 per ounce in the prior year quarter.

10


Capital expenditures in the first quarter of 2016 totalled $1.4 million which consisted mainly of underground development costs for Santa Pancha of $1.0 million.

El Limon mine is projected to produce approximately 50,000 to 60,000 ounces of gold in 2016 at cash operating costs of approximately $610 to $650 per ounce.

Fekola Project - Mali

On June 11, 2015, the Company announced robust results from the optimized Feasibility Study at the Fekola project in Mali. According to the Feasibility Study, the current average annual gold production for the first seven years will be approximately 350,000 ounces per year at an average cash operating costs of $418 per ounce and for the life of mine plan approximately 276,000 ounces per year at average cash operating costs of $552 per ounce. (The total preproduction capital costs were estimated to be $395 million plus $67 million of anticipated mine fleet and power generator costs which are expected to be lease financed.) Sunk costs related to early works (including access roads, construction aggregate stockpiling, airstrip construction, and land clearing) of approximately $38 million are not included in the total pre-production capital estimate.

In the first quarter of 2016, B2Gold’s construction team continued to develop the Fekola project on schedule and on budget. Significant activities included:

  •  Material completion of the tailings dam walls (excluding a small opening to allow runoff during the 2016 rainy season);
  •  Commencement of construction on the process water and contact water dams;
  •  Completion of pilings installation in the mill area;
  •  Initiation of concrete pouring at the crusher and reclaim stockpile;
  •  Completion of Phase 1 permanent camp construction;
  •  On-going crushing and screening of aggregate necessary for earthworks;
  •  Increased workforce to approximately 700 employees and contractors.

Capital expenditures in the first quarter of 2016 totaled $46.4 million versus a construction budget of $62 million. Expenditures on the Fekola project to date are $175.8 million including $37.9 million of preconstruction expenditures compared with a budget to date of $177 million. The variance was mainly due to the timing of payments for some key pieces of equipment. The project remains on schedule and on budget.

In addition to the on-site progress, the B2Gold project team continues to work on final design, procurement, and planning. Most major construction packages have been ordered and the project engineering team (Lycopodium) remains on schedule to issue all construction drawings on a schedule necessary to complete the project on time.

The Fekola property also has excellent exploration potential. B2Gold has commenced a 92,000 metre diamond, reverse circulation, auger and aircore drill program to follow up on the successful 2015 program.

The Company is in the process of incorporating a wholly-owned subsidiary company in Mali (the “Exploitation Company”). In conjunction with the negotiation of a related shareholder’s agreement, the mining licence for the Fekola Project currently held by the Company’s wholly owned subsidiary, Songhoi, will be transferred to the Exploitation Company and the Government of Mali will take a free carried 10% equity interest in the Exploitation Company. The Malian Mining Code also allows the Government of Mali the option to purchase (at market terms) an additional 10% interest in the Exploitation Company. The Government of Mali has expressed an interest in exercising its option to purchase the additional 10% interest and negotiations are on-going. Both parties have engaged an independent external valuator to prepare a valuation of the additional 10% interest in the Exploitation Company so that a final purchase price can be determined. If the Government of Mali elects to proceed as anticipated, the final ownership of the Exploitation Company will be 80% held by the Company and 20% held by the Government of Mali. The Company has also begun the process of negotiating a new Mining Convention with the Government of Mali which will govern the procedural and economic parameters pursuant to which the Company will operate the Fekola Project. Creation of the Exploitation Company is underway and the Company expects to finalise ownership interests in the Exploitation Company in the second quarter of 2016. At that point the Fekola Project mining licence will also be transferred into the Exploitation Company in accordance with Malian Law. Negotiation of the Mining Convention is required to be completed prior to commencement of production. However, the Company expects to complete its Convention negotiations by no later than the end of 2016.

11


Kiaka Project – Burkina Faso

An environmental and social impact assessment (“ESIA”) was completed and submitted to the regulatory agencies in February 2014 and a permitting study to advance the Kiaka Project to an exploitation licence was completed and submitted to the Ministry of Mines and Energy in Burkina Faso in March 2014. The two permitting applications were based on processing 6 million tonnes per annum of higher grade ore at the plant while the lower grade ore is stockpiled, and uses a smaller pit that resulted in an improved ore to waste ratio. The Company completed the public consultation process and other requirements and formal approval of the ESIA was granted on April 15, 2015. Final review of the mining licence was completed, the formal application was submitted on July 15, 2015 and the Council of Ministers from the transitional government approved the mining licence on November 25, 2015. Since the national elections on November 29, 2015, a new Council of Ministers has been appointed. A second review of the mining licence has been completed and the licence was re-approved on April 20, 2016.

The Company has incorporated a new exploitation company, Kiaka SA, by way of a shareholders meeting held on January 20, 2016. The shareholding of Kiaka SA is held 9% by GAMS-Mining F&I LTD, 10% by the State of Burkina Faso and 81% by the Company (indirectly through its subsidiary, Kiaka Gold SARL).

Burkina Faso has adopted a new Mining Code which was approved on July 16, 2015. The impact that this new Mining Code will have on the Kiaka Project is currently under review and is being discussed with the new administration. The new Mining Code became effective on October 29, 2015 when it was formally published. The new Mining Code includes increases in the corporate income tax rate, an additional 1% tax for a Local Development Fund and a preferred dividend for the State. These changes are negative for the Kiaka Project and other development projects in Burkina Faso.

The transition leadership in Burkina Faso has stepped down as national elections were held in Burkina Faso on November 29, 2015, and a new cabinet was appointed on January 13, 2016. The administration is led by Roch Marc Christian Kobore, the new President, Minister of Defense and Veterans’ Affairs.

The Company continues to evaluate its timeline for updating the feasibility study. An updated study would include key items such as optimizing the plant throughput rate, new cost estimates based on current economic conditions, alternative sources of electrical power and exploration success near Kiaka.

A total of 23,000 metres of reverse circulation, diamond and air core drilling is planned in 2016 to follow up new targets identified in the area around Kiaka. Drilling in 2015 contained up to 2.21g/t over 106 meters in RC hole NKRC047.

12


LIQUIDITY AND CAPITAL RESOURCES

At March 31, 2016 the Company had cash and cash equivalents of $109.1 million compared to cash and cash equivalents of $85.1 million at December 31, 2015. Working capital at March 31, 2016 was $124.5 million compared to working capital of $104.7 million at December 31, 2015.

Cash flow from operating activities was $171.6 million ($0.19 per share) during the three months ended March 31, 2016 compared to $58.7 million ($0.06 per share) during same period in 2015. The increased cash flow from operating activities during the three months ended March 31, 2016 included $120 million in proceeds from the Prepaid Sales transactions and a $16.2 million reduction in production costs due to a full quarter of production from the Otjikoto mine and strong operating performances at the Company’s Masbate and La Libertad mines. These were partially offset by a $21.1 million increase in required working capital funding in the period, including higher product inventory balances at the Masbate and La Libertad mines due to the timing of sales and higher supplies inventory balances at the Otjikoto and El Limon mines due to the timing of purchases.

On May 20, 2015 and as amended March 11, 2016, the Company signed a credit agreement with a syndicate of international banks for a new revolving credit facility for an aggregate amount of $350 million. The new revolving credit facility also allows for an accordion feature whereby, upon receipt of additional binding commitments, the facility may be increased to $450 million any time prior to the maturity date.

The term for the new revolving credit facility is four years, maturing on May 20, 2019, except that it shall become due on July 1, 2018 in the event that greater than 25% of the Company’s convertible notes, initially due on October 1, 2018, remain outstanding or the maturity date of the convertible notes has not been extended to at least 90 days after May 20, 2019. The new revolving credit facility will bear interest on a sliding scale of between Libor plus 2.25% to 3.25% based on the Company’s consolidated net leverage ratio. Commitment fees for the undrawn portion of the facility will also be on a similar sliding scale basis of between 0.5% and 0.925% .

The Company has provided security on the new revolving credit facility in the form of a general security agreement from the Company granting a security interest over the Company’s assets and pledges creating a charge over the shares of certain of the Company’s direct and indirect subsidiaries. In connection with the new revolving credit facility, the Company must also maintain certain net tangible worth and ratios for leverage and interest coverage. As at March 31, 2016, the Company was in compliance with these debt covenants.

In March 2016, the Company entered into a series of Prepaid Sales transactions totalling $120 million with its revolving credit facility bank syndicate. The Prepaid Sales transactions, in the form of metal sales forward contracts, allow the Company to deliver pre-determined volumes of gold on agreed future delivery dates in exchange for an upfront cash prepayment. The Prepaid Sales transactions have a term of 33 months commencing March 2016, and settlement will be in the form of physical deliveries of approximately 103,300 ounces of unallocated gold from any of the Company’s mines in 24 equal monthly instalments during 2017 and 2018.

On March 14, 2016, the Company signed a commitment letter to enter into a Euro equivalent of $80.9 million term Equipment Facility with Caterpillar Financial SARL, as Mandated Lead Arranger, and Caterpillar Financial Services Corporation, as original lender. The aggregate principal amount of up to Euro equivalent of $80.9 million is to be made available to the Company’s majority-owned subsidiary, Fekola SA to finance equipment at the Company's Fekola Project in Mali. The Equipment Facility shall be available for a period commencing on the closing date of The Equipment Facility and ending on the earlier of the day when the Equipment Facility is fully drawn and 30 months from the closing date. The Equipment Facility may be drawn in installments of not less than Euro 5 million, and each such installment shall be treated as a separate equipment loan.

Each equipment loan is repayable in 20 equal quarterly installments. The final repayment date shall be five years from the first disbursement under each equipment loan. The Equipment Facility has an interest rate of EURIBOR plus a margin of 3.85% on equipment loans advanced and a commitment fee of 1.15% per annum on the undrawn balance of The Equipment Facility for the first 24 months of the availability period and 0.5% thereafter, each payable quarterly. Completion and funding under the Facility are subject to normal conditions precedent, including the preparation and execution of definitive documentation, due diligence and receipt of any necessary regulatory approvals.

In addition, the Equipment Loan Facility, entered into on December 4, 2013 between B2Gold Namibia Minerals (Proprietary) Limited (“The Borrower”), a subsidiary of The Company, and Caterpillar Financial SARL as Mandated Lead Arranger, and Caterpillar Financial Services Corporation, as original lender, has been increased by $4.5 million to $45.4 million. This will allow The Borrower to finance additional equipment at the Company's Otjikoto Project in Namibia.

13


The Company believes that closing these agreements, coupled with strong operating cash flows from the its existing mine operations will provide adequate resources both to maintain operations and fund the construction of the Fekola Project through completion (forecast to be late 2017) based on current assumptions, including current gold prices.

For the three months ended March 31, 2016, resource property expenditures totalled $88.9 million with the most significant component being Fekola Project with expenditures of $46.4 million, the Otjikoto mine with capital expenditures of $18.7 million, the La Libertad mine with capital expenditures of $8.8 million and the Masbate mine with capital expenditures of $8.5 million.

As at March 31, 2016, the Company had commitments, in addition to those disclosed elsewhere in the MD&A for payments of $89.3 million for Fekola project equipment and development costs. Of this amount, $75.5 million is expected to be incurred in 2016 and $13.8 million in 2017.

Gold commitments

At March 31, 2016, the following gold forward contacts with respect to the Otjikoto mine were outstanding and continue to be accounted for as executory contracts (by maturity dates):

    2016     2017     2018     Total  
                         
                         
Gold forward contracts:                        
   - Ounces   6,750     9,000     7,500     23,250  
   - Average price per ounce (rand)   16,020     16,020     16,020     16,020  

Derivative financial instruments

Gold forwards

As at March 31, 2016, the following gold forward contracts which are recorded at fair value through the statement of operations with respect to the Otjikoto mine were outstanding (by maturity dates):

    2016     2017     2018     Total  
                         
                         
Gold forward contracts:                        
   - Ounces   26,937     35,916     35,916     98,769  
   - Average price per ounce (rand)   15,044     15,044     15,044     15,044  

The unrealized fair value of these contracts at March 31, 2016 was $(31.7) million.

Gold zero-cost collar contracts

For the three months ended March 31, 2016, the Company recorded an unrealized derivative loss of $0.9 million (2015 – $0.1 million) in the statement of operations on its zero-cost gold collar contracts.

14


The following is a summary, by maturity dates, of the Company’s zero-cost gold collar contracts outstanding as at March 31, 2016:

    2016     2017     2018     Total  
                         
                         
Gold zero-cost collars:                        
       Floor amount (ounces)   7,650     10,200     1,400     19,250  
       Average floor price $  1,000   $  1,000   $  1,000   $  1,000  
                         
       Ceiling amount (ounces)   13,725     18,300     2,100     34,125  
       Average ceiling price $  1,721   $  1,721   $  1,700   $  1,720  

The unrealized fair value of these contracts at March 31, 2016 was $(0.1) million.

Forward contracts – fuel oil, gas oil, diesel

During the three months ended March 31, 2016, the Company entered into additional series of forward contracts for the purchase of 7,471,000 litres of fuel oil and 3,016,000 litres of gas oil with settlements scheduled between August 2016 and March 2017. These derivative instruments were not designated as hedges by the Company and are being recorded at their fair value at the end of each reporting period with changes in fair value recorded in the statement of operations.

The following is a summary, by maturity dates, of the Company’s forward contracts outstanding as at March 31, 2016:

          2016     2017     2018     Total  
                               
                               
Forward – fuel oil:                          
-   Litres (thousands)     20,591     19,877     1,328     41,796  
-  

Average strike price

  $  0.29   $  0.29   $  0.31   $  0.29  
                               
Forward – gas oil:                          
-   Litres (thousands)     10,909     5,982     280     17,171  
-   Average strike price   $  0.43   $  0.40   $  0.44   $  0.42  
                               
Forward – diesel:                          
-   Litres (thousand)     6,357     706     -     7,063  
-   Average strike price   $  0.46   $  0.46   $  -   $  0.46  

The unrealized fair value of these contracts at March 31, 2016 was $(6.4) million.

Operating activities

Cash flow from operating activities was $171.6 million ($0.19 per share) during the three months ended March 31, 2016 compared to $58.7 million ($0.06 per share) during same period in 2015. The increased cash flow from operating activities during the three months ended March 31, 2016 included $120 million in proceeds from the Prepaid Sales transactions and a $16.2 million reduction in production costs due to strong operating performance at the Company’s Masbate and La Libertad mines. These were partially offset by a $21.1 million increase in required working capital funding in the period, including higher product inventory balances at the Masbate and La Libertad mines due to the timing of sales and higher supplies inventory balances at the Otjikoto and El Limon mines due to the timing of purchases.

Financing activities

The Company’s cash from financing activities for the three months ended March 31, 2016 was a net outflow of $54.2 million. During the period, the Company made drawdowns of $50.0 million on its new revolving credit facility and $1.2 million on its Otjikoto equipment loan facility. This was offset by repayments on the new revolving credit facility of $100.0 million and the Otjikoto equipment loan facility of $1.8 million.

During the year ended December 31, 2015, the Company paid interest and commitment fees of $3.1 million

15


Investing activities

During the three months ended March 31, 2016, capital expenditures on sustaining capital, pre-stripping and development at the Otjikoto mine (see “Otjikoto Mine” section) totalled $18.7 million (Q1 2015 - $13.5 million net of $23.1 million of pre-commercial production sales proceeds), the Masbate mine (see “Masbate Mine” section) totalled $8.5 million (Q1 2015 - $4.1 million), the Libertad mine (see “La Libertad Mine” section) totalled $8.8 million (Q1 2015 - $6.1 million), and the Limon mine (see “Limon Mine” section) totalled $1.4 million (Q1 - 2015 - $5.4 million). Capital expenditures at the Fekola Project for the first quarter of 2016 were $46.4 million and included site earthworks, camp construction and acquisition of equipment.

Expenditures on the Fekola project to date are $175.8 million including $37.9 million of preconstruction expenditures compared with a budget to date of $177 million. The variance was mainly due to the timing of payments for some key pieces of equipment. The project remains on schedule and on budget.

Exploration

Resource property expenditures on exploration are disclosed in the table below.

    For the three     For the three  
    months ended     months ended  
    March 31, 2016     March 31, 2015  
  $   $  
             
             
Masbate mine, exploration   (466 )   (1,203 )
Libertad mine, exploration   (726 )   (1,049 )
Limon mine, exploration   (508 )   (847 )
Otjikoto mine, exploration   (291 )   (802 )
Fekola project, exploration   (924 )   (18,481 )
Kiaka project, exploration   (616 )   (649 )
Primavera, exploration   (277 )   (417 )
Other   (1,225 )   (815 )
             
    (5,033 )   (24,263 )

Otjikoto Mine

The total exploration budget for Namibia including the Otjikoto mine in 2016 is $4.7 million, which includes 10,700 meters of drilling to infill the down plunge extension of the Wolfshag resource. In addition, it is expected that drilling will commence to test the newly acquired Ondundu project, located 190 kilometres southwest of the Otjikoto mine.

Masbate Mine

The Masbate exploration budget for 2016 is approximately $4.9 million and is expected to consist of 18,000 metres of drilling to continue to test the Pajo and Montana SE zones. At the same time an aggressive surface exploration program comprising geological target generation and follow up prospecting, geochemical sampling and trenching is also planned for 2016.

La Libertad Mine

Libertad’s exploration budget for 2016 is approximately $5 million for a total of 9,050 metres of planned diamond drilling. The program is largely comprised of brownfields (near mine) drilling, including Jabali Antenna East infill drilling, Mojon underground potential and other targets.

El Limon Mine

El Limon’s exploration budget for 2016 is approximately $4.1 million for a total of 8,300 metres of planned diamond drilling. The program is largely comprised of brownfields (near mine) drilling, including further #8 shaft infill drilling, Atravesada infill drilling and some blue-sky potential to the west side of the property.

16


Fekola Project

In 2016, the exploration program in Mali is expected to include approximately 92,000 meters of diamond, reverse circulation and aircore drilling at the Fekola Project and targets around the Fekola Project. The total budget for 2016 exploration in Mali will be $11.4 million.

Kiaka Project

A total of 23,000 metres of reverse circulation, diamond and air core drilling is planned in 2016. The total budget for 2016 exploration in Burkina Faso will be $3.6 million.

CRITICAL ACCOUNTING ESTIMATES

Full disclosure of the Company’s accounting policies and significant accounting judgments and estimation uncertainties in accordance with IFRS can be found in Note 5 of its audited consolidated financial statements as at December 31, 2015. Management considers the following estimates to be the most critical in understanding the judgments involved in preparing the Company’s interim consolidated financial statements and the uncertainties that could impact its results of operations, financial condition and cash flows:

  Ore reserve and resource estimates;
  Value of value-added tax receivables; and
  Uncertain tax positions.

Ore reserve and resource estimates

Ore reserves are estimates of the amount of ore that can be economically and legally extracted from the Company’s mining properties. The Company estimates its ore reserves and mineral resources based on information compiled by appropriately qualified persons relating to the geological data on the size, depth and shape of the ore body, and requires complex geological judgments to interpret the data. The estimation of recoverable reserves is based upon factors such as estimates of foreign exchange rates, commodity prices, future capital requirements, metallurgical recoveries, and production costs along with geological assumptions and judgments made in estimating the size, and grade of the ore body. Changes in the reserve or resource estimates may impact the carrying value of mining interests, mine restoration provisions, recognition of deferred tax assets, and depreciation and amortization charges.

Value-added tax receivables

The Company incurs indirect taxes, including value-added tax, on purchases of goods and services at its operating mines and development projects. Indirect tax balances are recorded at their estimated recoverable amounts within current or long-term assets, net of provisions, and reflect the Company’s best estimate of their recoverability under existing tax rules in the respective jurisdictions in which they arise. Management’s assessment of recoverability involves judgments regarding balance sheet classification and the probable outcomes of claimed deductions and/or disputes. The provisions and balance sheet classifications made to date may be subject to change and such change may be material.

Uncertain tax positions

The Company is periodically subject to income tax audits at its operating mine locations. At March 31, 2016, the company had a provision totalling $4.0 million outstanding (December 31, 2015 - $4.0 million) representing its best estimate of the outcome of current assessments. The provisions made to date may be subject to change and such change may be material.

RISKS AND UNCERTAINTIES

The exploration and development of natural resources are highly speculative in nature and are subject to significant risks. For details of these risks, please refer to the risk factors set forth in the Company’s AIF, a copy of which can be found on SEDAR at www.sedar.com, which could materially affect the Company’s future operating results and could cause actual events to differ materially from those described in forward-looking statements relating to the Company. Additional risks and uncertainties not presently known to the Company or that the Company currently considers immaterial may also impair the business, operations and future prospects of the Company. If any of the risks actually occur, the business of the Company may be harmed and its financial condition and results of operations may suffer significantly.

17


INTERNAL CONTROL OVER FINANCIAL REPORTING

The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer are responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. Any system of internal control over financial reporting, no matter how well designed, has inherent limitations. As a result, even those systems determined to be effective can only provide reasonable assurance regarding the preparation of financial statements.

The Company’s management has determined that there has been no change in the Company’s internal control over financial reporting during the three months ended March 31, 2016, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

NON-IFRS MEASURES

Cash operating costs per gold ounce and total cash costs per gold ounce

‘‘Cash operating costs per gold ounce’’ and “total cash costs per gold ounce” are common financial performance measures in the gold mining industry but with no standard meaning under IFRS. Management believes that, in addition to conventional measures prepared in accordance with IFRS, certain investors use this information to evaluate our performance and ability to generate cash flow. Accordingly, it is intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. The measure, along with sales, is considered to be a key indicator of a Company’s ability to generate earnings and cash flow from its mining operations.

Cash cost figures are calculated in accordance with a standard developed by The Gold Institute, which was a worldwide association of suppliers of gold and gold products and included leading North American gold producers. The Gold Institute ceased operations in 2002, but the standard is the accepted standard of reporting cash cost of production in North America. Adoption of the standard is voluntary and the cost measures presented may not be comparable to other similarly titled measures of other companies. Other companies may calculate these measures differently. Cash operating costs and total cash costs per ounce are derived from amounts included in the statement of operations and include mine site operating costs such as mining, processing, smelting, refining, transportation costs, royalties and production taxes, less silver by-product credits. The table below shows a reconciliation of cash operating costs per ounce and total cash costs per ounce to production costs:

Consolidated

    Three months ended  
    March 31  
    2016     2015  
  $   $  
    (000’s)     (000’s)
             
Production costs per consolidated financial statements   61,644     77,823  
Inventory sales adjustment   2,139     (9,759 )
             
Cash operating costs   63,783     68,064  
Royalties and production taxes per consolidated financial statements   5,856     4,995  
             
Total cash costs   69,639     73,059  
             
Gold production (in ounces)   127,844     97,044  
             
Cash operating costs per gold ounce ($/ounce)   499     701  
             
Total cash costs per gold ounce ($/ounce)   545     753  

18


Otjikoto Mine

    Three months ended  
    March 31  
    2016     2015(1)
  $   $  
    (000’s)   (000’s)
             
Production costs   14,376     6,833  
Inventory sales adjustment   (764 )   (956 )
             
Cash operating costs   13,612     5,877  
Royalties and production taxes   1,337     464  
             
Total cash costs   14,949     6,341  
             
Gold production (in ounces)   35,703     12,319  
             
Cash operating costs per gold ounce ($/ounce)   381     477  
             
Total cash costs per gold ounce ($/ounce)   419     515  

(1)

Includes the results from the Otjikoto mine from March 1, 2015.

Masbate Mine

    Three months ended   
    March 31  
    2016     2015  
  $   $  
    (000’s)   (000’s)
             
Production costs   21,245     37,396  
Inventory sales adjustment   2,816     (6,219 )
             
Cash operating costs   24,061     31,177  
Royalties and production taxes   2,902     2,800  
             
Total cash costs   26,963     33,977  
             
Gold production (in ounces)   52,727     46,241  
             
Cash operating costs per gold ounce ($/ounce)   456     674  
             
Total cash costs per gold ounce ($/ounce)   511     735  

19


La Libertad Mine

    Three months ended   
    March 31  
    2016     2015  
  $   $  
    (000’s)   (000’s)
             
Production costs   17,139     23,341  
Inventory sales adjustment   1,056     (2,041 )
             
Cash operating costs   18,195     21,300  
Royalties and production taxes   745     676  
             
Total cash costs   18,940     21,976  
             
Gold production (in ounces)   29,198     25,326  
             
Cash operating costs per gold ounce ($/ounce)   623     841  
             
Total cash costs per gold ounce ($/ounce)   649     868  

El Limon Mine

    Three months ended   
    March 31  
    2016     2015  
  $   $  
    (000’s)   (000’s)  
             
Production costs   8,884     10,254  
Inventory sales adjustment   (969 )   (544 )
             
Cash operating costs   7,915     9,710  
Royalties and production taxes   872     1,054  
             
Total cash costs   8,787     10,764  
             
Gold production (in ounces)   10,216     13,158  
             
Cash operating costs per gold ounce ($/ounce)   775     738  
             
Total cash costs per gold ounce ($/ounce)   860     818  

20


All-in Sustaining Costs per Gold Ounce

In June 2013, the World Gold Council, a non-regulatory association of the world’s leading gold mining companies established to promote the use of gold to industry, consumers and investors, provided guidance for the calculation of the measure “All-in sustaining costs per gold ounce”, which has no standard meaning under IFRS. These standards became effective January 1, 2014. Management believes that the all-in sustaining costs per gold ounce measure provides additional insight into the costs of producing gold by capturing all of the expenditures required for the discovery, development and sustaining of gold production and allows the Company to assess its ability to support capital expenditures to sustain future production from the generation of operating cash flows. Management believes that, in addition to conventional measures prepared in accordance with IFRS, certain investors use this information to evaluate our performance and ability to generate cash flow. Accordingly, it is intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS.

B2Gold defines all-in sustaining costs per ounce as the sum of cash operating costs, royalty and production taxes, capital expenditures and exploration costs that are sustaining in nature, corporate general and administrative costs, share-based payment expenses related to RSUs, community relations expenditures, and reclamation liability accretion, all divided by the total gold ounces produced to arrive at a per ounce figure. Adoption of the standard is voluntary and the cost measures presented may not be comparable to other similarly titled measures of other companies. Other companies may calculate these measures differently.

The table below shows a reconciliation of all-in sustaining costs per ounce to the unaudited condensed interim consolidated financial statements:

Consolidated

    Three months ended   
    March 31  
    2016     2015(1)
  $   $  
    (000’s)   (000’s)
             
Production costs per consolidated financial statements   61,644     77,823  
Inventory sales adjustment   2,139     (9,759 )
             
Cash operating costs   63,783     68,064  
Royalties and production taxes per consolidated financial statements   5,856     4,995  
Corporate administration   7,488     9,708  
Share-based payments – RSUs(2)   2,049     2,159  
Community relations   887     849  
Reclamation liability accretion (3)   319     350  
Realized losses on fuel derivative contracts   1,968     554  
Sustaining capital expenditures(4)   27,449     15,322  
Sustaining exploration   1,991     3,901  
             
Total all-in sustaining costs   111,790     105,902  
             
Gold production (in ounces)   127,844     97,044  
             
All-in sustaining costs per ounce of gold production ($/ounce)   874     1,091  

(1)

Includes the results from the Otjikoto mine from March 1, 2015.

(2)

Included as a component of Share-based payments on the statement of operations.

(3)

Excludes reclamation accretion relating to Kiaka and Fekola.

(4)

Refer to Sustaining Capital Expenditures reconciliation below.

21


The table below shows a reconciliation of the consolidated sustaining capital expenditures and exploration to the amount recorded in the unaudited condensed interim consolidated financial statements:

    Three months ended   
    March 31  
    2016     2015  
  $   $  
    (000’s)   (000’s)
             
Consolidated operating mine expenditures   37,382     29,188  
Otjikoto mine construction, expansion and pre-production costs net of sales proceeds   -     (13,526 )
Jabali underground development   (112 )   (340 )
Masbate plant expansion   (4,418 )   -  
Otjikoto prestripping   (5,403 )   -  
             
Consolidated Sustaining Capital Expenditures   27,449     15,322  

Otjikoto Mine

    Three months ended   
    March 31  
    2016     2015(1)
  $   $  
    (000’s)   (000’s)
             
Production costs   14,376     6,833  
Inventory sales adjustment   (764 )   (956 )
             
Cash operating costs   13,612     5,877  
Royalties and production taxes   1,337     464  
Corporate administration   867     389  
Share-based payments – RSUs(2)   56     75  
Community relations   37     16  
Reclamation liability accretion   66     126  
Realized losses on fuel derivative contracts   246     -  
Sustaining capital expenditures(3)   13,305     -  
Sustaining exploration   291     802  
             
Total all-in sustaining costs   29,817     7,749  
             
Gold production (in ounces)   35,703     12,319  
             
             
All-in sustaining costs per ounce of gold production ($/ounce) 835 629

(1)

Includes the results from the Otjikoto mine from March 1, 2015.

(2)

Included as a component of Share-based payments on the statement of operations.

(3)

Refer to Sustaining Capital Expenditures reconciliation below.

22


The table below shows a reconciliation of the Otjikoto mine sustaining capital expenditures and exploration to the amounts recorded in the unaudited condensed interim consolidated financial statements:

    Three months ended   
    March 31  
    2016     2015  
  $   $  
    (000’s)   (000’s)
             
Operating mine expenditures   18,708     13,526  
Otjikoto mine construction, expansion and pre-production costs net of sales proceeds   -     (13,526 )
Push-back 2 prestripping   (5,403 )   -  
             
Sustaining Capital Expenditures   13,305     -  

Masbate Mine

    Three months ended   
    March 31  
    2016     2015  
  $   $  
    (000’s)   (000’s)
             
Production costs   21,245     37,396  
Inventory sales adjustment   2,816     (6,219 )
             
Cash operating costs   24,061     31,177  
Royalties and production taxes   2,902     2,800  
Corporate administration   685     657  
Share-based payments – RSUs(1)   -     19  
Reclamation liability accretion   131     108  
Realized losses on fuel derivative contracts   1,280     468  
Sustaining capital expenditures(2)   4,096     4,126  
Sustaining exploration   466     1,203  
             
Total all-in sustaining costs   33,621     40,558  
             
Gold production (in ounces)   52,727     46,241  
             
             
All-in sustaining costs per ounce of gold production ($/ounce)   638     877  

(1)

Included as a component of Share-based payments on the statement of operations.

(2)

Refer to Sustaining Capital Expenditures reconciliation below.

23


The table below shows a reconciliation of the Masbate mine sustaining capital expenditures and exploration to the amounts recorded in the unaudited condensed interim consolidated financial statements:

    Three months ended   
    March 31  
    2016     2015  
  $   $  
    (000’s)   (000’s)
             
Operating mine expenditures   8,514     4,126  
Masbate plant expansion   (4,418 )   -  
             
Sustaining Capital Expenditures   4,096     4,126  

La Libertad Mine

    Three months ended   
    March 31  
    2016     2015  
  $   $  
    (000’s)   (000’s)
             
Production costs   17,139     23,341  
Inventory sales adjustment   1,056     (2,041 )
             
Cash operating costs   18,195     21,300  
Royalties and production taxes   745     676  
Corporate administration   1,019     1,220  
Share-based payments – RSUs(1)   -     11  
Community relations   606     544  
Reclamation liability accretion   54     46  
Realized losses on fuel derivative contracts   442     86  
Sustaining capital expenditures(2)   8,668     5,799  
Sustaining exploration   726     1,049  
             
Total all-in sustaining costs   30,455     30,731  
             
Gold production (in ounces)   29,198     25,326  
             
All-in sustaining costs per ounce of gold production ($/ounce)   1,043     1,213  

(1)

Included as a component of Share-based payments on the statement of operations.

(2)

Refer to Sustaining Capital Expenditures reconciliation below.

The table below shows a reconciliation of the La Libertad mine sustaining capital expenditures and exploration to the amounts recorded in the unaudited condensed interim consolidated financial statements:

    Three months ended   
    March 31  
    2016     2015  
  $   $  
    (000’s)   (000’s)
             
Operating mine expenditures   8,780     6,139  
Jabali underground development   (112 )   (340 )
             
Sustaining Capital Expenditures   8,668     5,799  

24


El Limon Mine

    Three months ended   
    March 31  
    2016     2015  
  $   $  
    (000’s)   (000’s)
             
Production costs   8,884     10,254  
Inventory sales adjustment   (969 )   (544 )
             
Cash operating costs   7,915     9,710  
Royalties and production taxes   872     1,054  
Corporate administration   524     468  
Share-based payments – RSUs(1)   -     6  
Community relations   243     286  
Reclamation liability accretion   68     70  
Sustaining capital expenditures(2)   1,380     5,397  
Sustaining exploration   508     847  
             
Total all-in sustaining costs   11,510     17,838  
             
Gold production (in ounces)   10,216     13,158  
             
All-in sustaining costs per ounce of gold production ($/ounce)   1,127     1,356  

(1)

Included as a component of Share-based payments on the statement of operations.

All capital and exploration expenditures at El Limon mine are considered to be sustaining expenditures.

Adjusted net income

Adjusted net income is a non-IFRS measure that does not have a standardized meaning prescribed by IFRS and therefore may not be comparable to similar measures presented by other issuers.

Adjusted net income excludes certain non-cash items from net income or net loss to provide a measure which allows the Company and investors to evaluate the results of the underlying core operations of the Company and its ability to generate cash flows.

Management believes that the presentation of adjusted net income is appropriate to provide additional information to investors regarding items that we do not expect to continue at the same level in the future or that management does not believe to be a reflection of the Company’s ongoing operating performance. Management further believes that its presentation of this non-IFRS financial measure provides information that is useful to investors because it is an important indicator of the strength of our operations and the performance of our core business.

25


A reconciliation of consolidated net income to adjusted consolidated net income is set out in the table below:

    Three months ended   
    March 31  
    2016     2015  
  $   $  
    (000’s)   (000’s)
             
Consolidated net income (loss) for the period   6,651     6,341  
Adjustments:            
     Gain on sale of Bellavista property   -     (2,192 )
     (Gain) loss on fair value of convertible notes   5,959     (1,693 )
     Share-based payments   5,385     5,488  
     Write-down of long-term investments   -     1,338  
     Unrealized losses on derivative instruments   9,450     93  
     Deferred income tax expense/(recovery)   (8,573 )   1,533  
             
Adjusted consolidated net income   18,872     10,908  
             
Basic weighted average number of common shares outstanding (in thousands)   927,139     917,660  
             
Adjusted consolidated net earnings per share – basic ($/share)   0.02     0.01  

SUMMARY OF UNAUDITED CONSOLIDATED QUARTERLY RESULTS

    Q1     Q4     Q3     Q2     Q1     Q4     Q3     Q2  
                                                 
    2016     2015     2015     2015     2015(3)     2014     2014     2014  
                                                 
Gold revenue ($ in thousands)   144,252     139,008     139,250     136,506     138,892     122,422     114,924     120,258  
                                                 
Gold sold (ounces)   120,899     127,482     124,481     114,423     114,799     102,612     91,282     93,330  
                                                 
Average realized gold price  ($/ounce)   1,193     1,090     1,119     1,193     1,210     1,193     1,259     1,289  
                                               
Gold produced (ounces)   127,844     131,469     124,371     121,566     97,044     111,804     90,192     85,704  
                                                 
Cash operating costs (1)  ($/ounce gold)   499     527     584     677     701     646     732     720  
                                               
Total cash costs (1) ($/ounce gold)   545     580     627     725     753     686     772     766  
                                                 
Net income (loss) for the period (2)  ($ in thousands)   6,651     (115,085 )   (13,585 )   (22,784 )   6,341     (356,750 )   (274,128 )   (11,529 )
                                               
Earnings (loss) per share (2) –  basic ($)   0.01     (0.13 )   (0.02 )   (0.02 )   0.01     (0.39 )   (0.39 )   (0.02 )
                                               
Earnings (loss) per share (2) –  diluted ($)   0.01     (0.13 )   (0.02 )   (0.02 )   0.00     (0.39 )   (0.39 )   (0.02 )
                                               
Cash flows from operating activities ($ in thousands)   171,553     48,513     33,911     34,315     58,663     41,090     33,723     24,013  

(1)

A cautionary note regarding non-IFRS measures is included in the section titled “Non-IFRS Measures.”

(2)

Attributable to the shareholders of the Company.

(3)

Starting March 1, 2015, the table includes results from the Otjikoto mine which reached commercial production February 28, 2015.

Quarterly gold revenue increased in the first quarter of 2016 due to the increase in the average realized gold price. Quarterly cash flows from operating activities for the first quarter of 2016 include $120 million in proceeds from the Company’s Prepaid Sales transactions.

Quarterly gold revenue increased significantly from 2014 levels in all four quarters of 2015 due to the start of commercial production at the Company’s new Otjikoto mine which contributed to higher ounces sold. The Otjikoto mine reached commercial production on February 28, 2015. The net loss in the fourth quarter of 2015 reflects the $108.0 million impairment charge relating to the Company’s El Limon and La Libertad mines and investment in Gramalote joint venture.

26


The net loss recorded in the first quarter of 2014 primarily resulted from the loss on fair value of convertible notes of $38.3 million recorded during the quarter, while the net loss in the second quarter of 2014 primarily related to the loss on fair value of convertible notes of $4.4 million and a write-down of long-term investments of $2.7 million. The net loss in the third and fourth quarters of 2014 reflect the $298.4 million impairment charge relating to the Company’s goodwill and investment in Gramalote joint venture and a $436.0 million impairment charge, net of deferred income tax recoveries of $130.8 million, relating to the Masbate mine’s long-lived assets, respectively.

OUTLOOK

For 2016, consolidated gold production at B2Gold is expected to increase to between 510,000 to 550,000 ounces, compared to 493,265 ounces produced in 2015. The expected higher production relates mainly to increased throughput at the Otjikoto mine, following the completion of its mill expansion project in September 2015. Gold production in 2016 is anticipated to be slightly weighted towards the second-half of the year. Consolidated cash operating costs per gold ounce are projected to further decrease in 2016 and be in the range of $560 to $595 (2015 guidance range was $630 to $660 per ounce). The favourable reduction (approximately 10%) reflects the positive impact of greater production from the low-cost Otjikoto mine, including the benefit of an anticipated weaker Namibian dollar, lower projected fuel and energy costs across all operations, and continued efforts to enhance productivity and cost efficiencies. The Company’s consolidated all-in sustaining costs per gold ounce are also expected to be significantly lower, between $895 and $925 (2015 guidance range was $950 to $1,025). Due to the anticipated timing of budgeted capital expenditures, all-in sustaining costs per gold ounce are expected to be higher in the first half of 2016 than in the second-half.

In March 2016, the Company put in place additional funding measures which it expects will provide sufficient liquidity and resources to ensure that, based on current assumptions, construction of the Fekola Project is fully funded through to completion (forecast to be late 2017).

The Prepaid Sales transactions entered into are a flexible way of generating additional funding today from the Company’s existing operations. Execution of the Prepaid Sales transactions with the Company’s revolving credit facility bank syndicate further reinforces the support the Company has received from and the working relationship the Company has developed with its core lending group.

In addition, signing of a new $80.9 million equipment financing facility with Caterpillar underscores the continued support of another of the Company’s long term business partners and secures the funding of the Fekola project mining fleet and other equipment.

The Company’s 2016 budget reflects cost control initiatives, the scale-back of non-core development activity and reductions in capital expenditures, exploration and G&A costs. In addition to these cost control initiatives, the company is also focused on maintaining strategic expenditures on core projects such as the Masbate mine process plant upgrade. These cost control measures and core project investments should continue to contribute to the Company’s overall operating cost improvements and operational efficiencies. The core activities of the Company remain its current mining operations and the construction of its Fekola Project. In addition, the Company expects to continue exploration programs focused primarily on brownfields exploration at the Company’s existing projects.

The Company’s ability to secure funding for the construction of the Fekola Project on attractive terms without a dilutive equity financing, combined with a strong growth in the Company’s production profile, clearly demonstrates that, in the Company’s view, its construction and growth strategy is effective and successful. It is this strategy that continues to strengthen the Company via accretive acquisitions, exploration success and the demonstrated ability to reduce operating costs. The Company’s Otjikoto mine was a key contributor towards the Company’s overall production growth profile in 2015, and is projected to be the Company’s lowest cost producing mine in 2016. Adding what we expect to be another low-cost producing mine to the Company’s production profile, the Fekola Project, which is currently in construction and scheduled to commence production in late 2017, is expected to enable the Company to further increase its production base and reduce its consolidated cash operating costs per gold ounce and all-in sustaining costs per gold ounce.

Based on current assumptions, the Company is projecting gold production in 2016 of between 510,000 to 550,000 ounces, increasing to between 800,000 to 850,000 ounces in 2018.

27


OUTSTANDING SHARE DATA

At May 11, 2016, 929,303,680 common shares were outstanding. In addition, there were approximately 68.3 million stock options outstanding with exercise prices ranging between Cdn.$0.84 to Cdn.$12.67 per share and 2.0 million RSUs.

CAUTION ON FORWARD-LOOKING INFORMATION

This Management’s Discussion and Analysis 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 of future financial and operational performance; statements with respect to future events or future performance, production estimates, including the Company’s projected gold production between 800,00 to 850,00 ounces in 2018, anticipated operating and production costs and revenue, estimates of capital expenditures; and statements regarding anticipated exploration, development, construction, production, permitting and other activities of the Company, including finalizing the negotiation of the Mining Convention and Shareholder Agreement for the Exploitation Company with the Government of Mali and the ownership of the Exploitation Company, the Government of Mali’s potential exercise of an option to acquire an additional 10% of the Exploitation Company, the potential development and potential production from the Fekola Project in late 2017; the Fekola Project being fully funded; completion of a mining study for the Otjikoto Mine incorporating the Wolfshag zone, as well as a new geological model for the Otjikoto Pit; updating the Kiaka Project feasibility study; the projections included in existing technical reports, economic assessments and feasibility studies, including the Feasibility Study for the Fekola Project; the potential for expansion of production capacity, including the expansion of gold production at the Otjikoto Mine and development of and production from the adjacent Wolfshag zone in late 2016; the planned upgrade of the Masbate plant by the end of the third quarter in 2016; the completion of permitting and resettlement activities in respect of the Jabali Antenna Pit; production from the Jabali Antenna Pit in late 2016; projected capital investments and exploration; the extension of the Company’s income tax holiday for the Masbate Mine; the delivery of ounces under the Prepaid Sales arrangements; the adequacy of capital and financing needs and the satisfaction of conditions precedent, including the completion and terms of definitive documentation and completion of funding under the Equipment Facility with Caterpillar. Estimates of mineral resources and reserves are also forward looking statements because they constitute projections, based on certain estimates and assumptions, regarding the amount of minerals that may be encountered in the future and/or the anticipated economics of production, should a production decision be made. All statements in this Management’s Discussion and Analysis that address events or developments that we expect to occur in the 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-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 B2Gold’s control, including risks associated with the volatility of metal prices; risks and dangers inherent in exploration, development and mining activities; uncertainty of reserve and resource estimates; risks related to hedging activities; the ability to obtain and maintain any necessary permits, consents or authorizations required for mining activities; risks related to environmental regulations or hazards and compliance with complex regulations associated with mining activities; the ability to replace mineral reserves and identify acquisition opportunities; unknown liabilities of companies acquired by B2Gold; fluctuations in exchange rates; availability of financing and financing risks; risks related to operations in foreign countries and compliance with foreign laws, risks related to remote operations and the availability adequate infrastructure, fluctuations in price and 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; risks related to reliance upon contractors, third parties and joint venture partners; challenges to title or surface rights; dependence on key personnel; the risk of an uninsurable or uninsured loss; litigation risk; changes in tax laws; community support for our operations including risks related to strikes and the halting of such operations from time to time; risks related to failures of information systems or information security threats; 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 and B2Gold’s other filings with Canadian securities regulators and the U.S. Securities and Exchange Commission (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 Company’s 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 Company’s 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.

28


CAUTIONARY STATEMENT REGARDING MINERAL RESERVE AND RESOURCE ESTIMATES

This Management’s Discussion and Analysis has been prepared in accordance with the requirements of the securities laws in effect in Canada, which differ from the requirements of U.S. securities laws. All mineral resource and reserve estimates included in documents referenced in this Management’s Discussion and Analysis have been prepared in accordance with National Instrument 43-101 Standards of Disclosure for Mineral Projects (“NI 43-101”). NI 43-101 is a rule developed by the Canadian Securities Administrators that establishes standards for all public disclosure an issuer makes of scientific and technical information concerning mineral projects. These standards differ significantly from the mineral reserve disclosure requirements of the SEC set out in Industry Guide 7. Consequently, reserve and resource information contained in documents referenced in this Management’s Discussion and Analysis is not comparable to similar information that would generally be disclosed by U.S. companies in accordance with the rules of the SEC.

In particular, the SEC’s Industry Guide 7 applies different standards in order to classify mineralization as a reserve. As a result, the definitions of proven and probable reserves used in NI 43-101 differ from the definitions in SEC Industry Guide 7. Under SEC standards, mineralization may not be classified as a “reserve” unless the determination has been made that the mineralization could be economically and legally produced or extracted at the time the reserve determination is made. Among other things, all necessary permits would be required to be in hand or issuance imminent in order to classify mineralized material as reserves under the SEC standards. Accordingly, mineral reserve estimates contained in documents referenced in this Management’s Discussion and Analysis may not qualify as “reserves” under SEC standards.

In addition, documents referenced in this Management’s Discussion and Analysis use the terms “mineral resources” and “inferred mineral resources” to comply with the reporting standards in Canada. The SEC’s Industry Guide 7 does not recognize mineral resources and U.S. companies are generally not permitted to disclose resources in documents they file with the SEC. Investors are specifically cautioned not to assume that any part or all of the mineral deposits in these categories will ever be converted into SEC defined mineral reserves. Further, “inferred mineral resources” have a great amount of uncertainty as to their existence and as to whether they can be mined legally or economically. Therefore, investors are also cautioned not to assume that all or any part of an inferred mineral resource exists. In accordance with Canadian rules, estimates of “inferred mineral resources” cannot form the basis of feasibility or, except in limited circumstances, other economic studies. It cannot be assumed that all or any part of “inferred mineral resources” will ever be upgraded to a higher category or mineral resources or that mineral resources will be classified as mineral reserves. Investors are cautioned not to assume that any part of the reported “inferred mineral resources” in documents referenced in this Management’s Discussion and Analysis is economically or legally mineable. For the above reasons, information contained in documents referenced in this Management’s Discussion and Analysis that describes the Company’s mineral reserve and resource estimates or that describes the results of feasibility or other studies is not comparable to similar information made public by U.S. companies subject to the reporting and disclosure requirements of the SEC.

QUALIFIED PERSONS

Tom Garagan, Senior Vice President of Exploration and Peter Montano, Project Director, both qualified persons under NI 43-101, have approved the disclosure of scientific and technical information contained in this MD&A.

29


EX-99.3 4 exhibit99-3.htm EXHIBIT 99.3 B2Gold Corp. - Exhibit 99.3 - Filed by newsfilecorp.com

CONSENT OF THOMAS GARAGAN

I consent to the inclusion in the Management’s Discussion and Analysis of B2Gold Corp. (the “Company”) for the quarter ended March 31, 2016 (the “MD&A”), of references to my name with respect to the disclosure of scientific and technical information regarding the Company’s properties (the “Technical Information”).

I also consent to the incorporation by reference in the Company’s (i) Registration Statement on Form F-10 (No. 333-208506), as amended, and (ii) Registration Statements on Form S-8 (Nos. 333-206811, 333-200228 and 333-192555), filed with the United States Securities and Exchange Commission, of the references to my name and the Technical Information in the MD&A.

 

/s/ Thomas Garagan
Thomas Garagan

Date: May 11, 2016

2


EX-99.4 5 exhibit99-4.htm EXHIBIT 99.4 B2Gold Corp. - Exhibit 99.4 - Filed by newsfilecorp.com

CONSENT OF PETER MONTANO

I consent to the inclusion in the Management’s Discussion and Analysis of B2Gold Corp. (the “Company”) for the quarter ended March 31, 2016 (the “MD&A”), of references to my name with respect to the disclosure of scientific and technical information regarding the Company’s properties (the “Technical Information”).

I also consent to the incorporation by reference in the Company’s (i) Registration Statement on Form F-10 (No. 333-208506), as amended, and (ii) Registration Statements on Form S-8 (Nos. 333-206811, 333-200228 and 333-192555), filed with the United States Securities and Exchange Commission, of the references to my name and the Technical Information in the MD&A.

 

/s/ Peter Montano
Peter Montano

Date: May 11, 2016

2


EX-99.5 6 exhibit99-5.htm EXHIBIT 99.5 B2Gold Corp. - Exhibit 99.5 - Filed by newsfilecorp.com

Form 52-109F2
Certification of Interim Filings
Full Certificate

I, Clive Johnson, President and Chief Executive Officer of B2Gold Corp., certify the following:

1.

Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of B2Gold Corp. (the “issuer”) for the interim period ended March 31, 2016.


2.

No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

   
3.

Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

   
4.

Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

   
5.

Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings


  (a)

designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

       
  (i)

material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

       
  (ii)

information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

       
  (b)

designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.


  5.1

Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is the Internal Control-Integrated Framework published by The Committee of Sponsoring Organizations of the Treadway Commission.


  5.2 ICFR – material weakness relating to design: N/A
     
  5.3 Limitation on scope of design: N/A.

1



6.

Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on January 1, 2016 and ended on March 31, 2016 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date: May 11, 2016

 

/s/ Clive Johnson
_______________________________
Clive Johnson
President and CEO

2


EX-99.6 7 exhibit99-6.htm EXHIBIT 99.6 B2Gold Corp. - Exhibit 99.6 - Filed by newsfilecorp.com

Form 52-109F2
Certification of Interim Filings
Full Certificate

I, Michael Cinnamond, Chief Financial Officer of B2Gold Corp., certify the following:

1.

Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of B2Gold Corp. (the “issuer”) for the interim period ended March 31, 2016.


2.

No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

   
3.

Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

   
4.

Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

   
5.

Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings


  (a)

designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

       
  (i)

material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

       
  (ii)

information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

       
  (b)

designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.


  5.1

Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is the Internal Control-Integrated Framework published by The Committee of Sponsoring Organizations of the Treadway Commission.


  5.2

ICFR – material weakness relating to design: N/A

     
  5.3

Limitation on scope of design: N/A.

1



6.

Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on January 1, 2016 and ended on March 31, 2016 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

 

Date: May 11, 2016

 

/s/ Michael Cinnamond
____________________________
Michael Cinnamond
Chief Financial Officer


2


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