EX-99.1 2 exhibit991-93024.htm EXHIBIT-99.1 Document









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B2GOLD CORP.
Condensed Interim Consolidated Financial Statements
For the three and nine months ended September 30, 2024
(Unaudited)


B2GOLD CORP.
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30
(Expressed in thousands of United States dollars, except per share amounts)
(Unaudited)
 For the three
months ended
Sept. 30, 2024		For the three
months ended
Sept. 30, 2023		For the nine months ended Sept. 30, 2024For the nine months ended Sept. 30, 2023
Gold revenue$448,229 $477,888 $1,402,242 $1,422,298 
Cost of sales    
   Production costs(192,408)(171,425)(500,452)(451,791)
   Depreciation and depletion(88,051)(101,568)(273,505)(293,388)
Royalties and production taxes(32,929)(34,389)(96,045)(102,661)
Total cost of sales(313,388)(307,382)(870,002)(847,840)
Gross profit134,841 170,506 532,240 574,458 
General and administrative(13,283)(13,064)(40,389)(41,170)
Share-based payments (Note 11)
(5,069)(4,289)(14,815)(15,734)
Impairment of long-lived assets (Note 7 and Note 8)
(661,160)(111,597)(876,376)(116,482)
Gain on sale of mining interests (Note 7)
7,453 — 56,115 — 
Gain on sale of shares in associate (Note 8)
— — 16,822 — 
Non-recoverable input taxes(3,353)(1,191)(10,352)(4,237)
Share of net (loss) income of associates (Note 8)
(98)5,561 4,581 17,549 
Foreign exchange gains (losses)5,893 (11,739)(7,842)(14,588)
Community relations(855)(1,158)(1,786)(3,883)
Write-down of mining interests (Note 7)
— (565)(636)(17,022)
Restructuring charges (Note 7)
— (5,071)— (12,151)
Other (expense) income (Note 13)
(26,550)130 (34,304)(4,159)
Operating (loss) income(562,181)27,523 (376,742)362,581 
Interest and financing expense(6,966)(3,190)(24,002)(9,032)
Interest income4,011 3,887 17,137 15,741 
Change in fair value of gold stream (Note 15)
(1,957)7,600 (21,196)6,500 
Loss on dilution of associate (Note 8)
— — (8,984)— 
(Losses) gains on derivative instruments (Note 14)
(6,378)5,667 (5,674)6,092 
Other income (expense)
1,777 (951)1,932 (5,069)
(Loss) income from operations before taxes(571,694)40,536 (417,529)376,813 
Current income tax, withholding and other taxes (Note 18)
(74,804)(68,210)(233,085)(216,155)
Deferred income tax recovery (expense) (Note 18)
15,466 (7,096)33,286 (1,674)
Net (loss) income for the period$(631,032)$(34,770)$(617,328)$158,984 
Attributable to:    
   Shareholders of the Company$(633,757)$(43,070)$(618,010)$123,321 
   Non-controlling interests (Note 12)
2,725 8,300 682 35,663 
Net (loss) income for the period$(631,032)$(34,770)$(617,328)$158,984 
(Loss) earnings per share (attributable to shareholders of the Company) (Note 11)
Basic$(0.48)$(0.03)$(0.47)$0.10 
Diluted$(0.48)$(0.03)$(0.47)$0.10 
Weighted average number of common shares outstanding (in thousands) (Note 11)
   Basic1,310,994 1,297,175 1,307,134 1,208,942 
   Diluted1,310,994 1,297,175 1,307,134 1,213,349 
See accompanying notes to condensed interim consolidated financial statements.
B2GOLD CORP.
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30
(Expressed in thousands of United States dollars)
(Unaudited)

 For the three
months ended
Sept. 30, 2024		For the three
months ended
Sept. 30, 2023		For the nine months ended Sept. 30, 2024For the nine months ended Sept. 30, 2023
Net (loss) income for the period$(631,032)$(34,770)$(617,328)$158,984 
Other comprehensive income    
Items that will not be subsequently reclassified to net income:
Gain on investments, net of deferred income tax (Note 6)
22,239 10,313 29,048 13,358 
Other comprehensive income for the period22,239 10,313 29,048 13,358 
Total comprehensive (loss) income for the period$(608,793)$(24,457)$(588,280)$172,342 
Other comprehensive income attributable to:
   Shareholders of the Company$22,239 $10,313 $29,048 $13,358 
   Non-controlling interests— — — — 
 $22,239 $10,313 $29,048 $13,358 
Total comprehensive (loss) income attributable to:
   Shareholders of the Company$(611,518)$(32,757)$(588,962)$136,679 
   Non-controlling interests2,725 8,300 682 35,663 
 $(608,793)$(24,457)$(588,280)$172,342 

See accompanying notes to condensed interim consolidated financial statements.
B2GOLD CORP.
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30
(Expressed in thousands of United States dollars)
(Unaudited)
 For the three
months ended
Sept. 30, 2024		For the three
months ended
Sept. 30, 2023		For the nine months ended Sept. 30, 2024For the nine months ended Sept. 30, 2023
Operating activities    
Net (loss) income for the period$(631,032)$(34,770)$(617,328)$158,984 
Mine restoration provisions settled(527)(344)(1,468)(923)
Non-cash charges, net (Note 19)
749,620 228,448 1,134,534 462,088 
Proceeds from prepaid sales (Note 16)
— — 500,023 — 
Changes in non-cash working capital (Note 19)
3,576 (28,339)(54,148)(7,061)
Changes in long-term inventory(101,769)(32,296)(117,465)(36,995)
Changes in long-term value added tax receivables(35,967)(22,495)(87,088)(67,083)
Cash (used) provided by operating activities(16,099)110,204 757,060 509,010 
Financing activities    
Drawdown of revolving credit facility (Note 10)
200,000 — 200,000 — 
Repayment of revolving credit facility (Note 10)
— — (150,000)— 
Extinguishment of gold stream and construction financing
obligations (Note 15)
— — — (111,819)
Repayment of equipment loan facilities (Note 10)
(2,980)(3,448)(8,886)(9,913)
Interest and commitment fees paid(1,075)(1,343)(5,744)(3,463)
Cash proceeds from stock option exercises (Note 11)
569 6,486 3,014 12,394 
Dividends paid (Note 11)
(46,112)(45,378)(137,970)(140,084)
Principal payments on lease arrangements (Note 10)
(2,797)(1,135)(5,385)(4,624)
Distributions to non-controlling interests (Note 12)
(5,412)(13,601)(12,700)(17,881)
Other(512)(862)450 725 
Cash provided (used) by financing activities141,681 (59,281)(117,221)(274,665)
Investing activities    
Expenditures on mining interests:    
Fekola Mine(64,464)(83,166)(198,205)(211,112)
Masbate Mine(5,192)(5,896)(20,229)(20,947)
Otjikoto Mine(609)(13,290)(26,128)(46,266)
Goose Project(120,974)(88,082)(366,129)(156,694)
Fekola Regional Properties(3,992)(16,535)(13,417)(46,345)
Gramalote Project(3,357)(854)(10,227)(2,568)
Other exploration (Note 19)
(18,752)(17,770)(39,164)(58,313)
Cash proceeds on sale of investment in associate (Note 8)
— — 100,302 — 
Cash proceeds on sale of long-term investment (Note 6)
58,627 — 77,288 — 
Purchase of shares in associates (Note 8)
(9,089)— (9,089)— 
Cash proceeds from sale of mining interest (Note 7)
7,500 — 7,500 — 
Purchase of long-term investments (Note 6)
(664)(879)(6,916)(32,759)
Funding of reclamation accounts(2,290)(2,189)(4,995)(4,829)
Cash acquired on acquisition of Sabina Gold & Silver Corp.— — — 38,083 
Transaction costs paid on acquisition of Sabina Gold & Silver Corp.— — — (6,672)
Other(89)(6,286)(1,925)(9,498)
Cash used by investing activities(163,345)(234,947)(511,334)(557,920)
(Decrease) increase in cash and cash equivalents(37,763)(184,024)128,505 (323,575)
Effect of exchange rate changes on cash and cash equivalents2,036 (12,614)(4,287)(18,802)
Cash and cash equivalents, beginning of period466,840 506,207 306,895 651,946 
Cash and cash equivalents, end of period$431,113 $309,569 $431,113 $309,569 
Supplementary cash flow information (Note 19)
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 September 30,
2024		As at December 31,
2023
Assets  
Current  
Cash and cash equivalents$431,113 $306,895 
Accounts receivable, prepaids and other (Note 4)
54,097 27,491 
Value-added and other tax receivables58,157 29,848 
Inventories (Note 5)
378,121 346,495 
 921,488 710,729 
Long-term investments (Note 6)
89,045 86,007 
Value-added tax receivables282,803 199,671 
Mining interests (Note 7)
3,096,562 3,563,490 
Investments in associates (Note 8)
93,368 134,092 
Long-term inventories (Note 5)
213,195 100,068 
Other assets (Note 9)
69,285 63,635 
Deferred income taxes22,991 16,927 
$4,788,737 $4,874,619 
Liabilities  
Current  
Accounts payable and accrued liabilities$174,563 $167,117 
Current income and other taxes payable156,981 120,679 
Current portion of prepaid gold sales (Note 16)
134,779 — 
Current portion of long-term debt (Note 10)
17,288 16,256 
Current portion of gold stream obligation (Note 15)
3,400 — 
Current portion of mine restoration provisions1,713 3,050 
Other current liabilities13,613 6,369 
 502,337 313,471 
Long-term debt (Note 10)
221,890 175,869 
Gold stream obligation (Note 15)
157,396 139,600 
Prepaid gold sales (Note 16)
393,138 — 
Mine restoration provisions116,485 104,607 
Deferred income taxes161,889 188,106 
Employee benefits obligation20,129 19,171 
Other long-term liabilities26,393 23,820 
 1,599,657 964,644 
Equity  
Shareholders’ equity  
Share capital (Note 11)
3,492,261 3,454,811 
Contributed surplus83,844 84,970 
Accumulated other comprehensive loss(96,208)(125,256)
Retained (deficit) earnings(442,705)395,854 
 3,037,192 3,810,379 
Non-controlling interests (Note 12)
151,888 99,596 
 3,189,080 3,909,975 
 $4,788,737 $4,874,619 
Commitments (Note 21)
Approved by the Board"Clive T. Johnson"Director"Lisa M. Pankratz"Director

See accompanying notes to condensed interim consolidated financial statements.
B2GOLD CORP.
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
FOR THE NINE MONTHS ENDED SEPTEMBER 30
(Expressed in thousands of United States dollars)
(Unaudited)
 2024
Shares
(‘000’s)		Share
capital
Contributed
surplus
Accumulated
other
comprehensive
loss
Retained (deficit) earnings
Non-
controlling
interests
Total
equity
Balance at December 31, 20231,302,396 $3,454,811 $84,970 $(125,256)$395,854 $99,596 $3,909,975 
Net (loss) income for the period— — — — (618,010)682 (617,328)
Dividends (Note 11)
6,905 18,732 893 — (157,873)— (138,248)
Gain on investments, net of deferred income tax (Note 6)
— — — 29,048 — — 29,048 
Shares issued on exercise of stock options (Note 11)
1,157 3,014 — — — — 3,014 
Shares issued on vesting of RSUs
(Note 11)
1,547 6,565 (6,565)— — — — 
Shares issued on vesting of PSUs
(Note 11)
946 7,604 (7,604)— — — — 
Transactions with non-controlling interests
(Note 12)
— — — — (62,676)51,610 (11,066)
Share-based payments (Note 11)
— — 13,685 — — — 13,685 
Transfer to share capital on exercise of stock options— 1,535 (1,535)— — — — 
Balance at September 30, 20241,312,951 $3,492,261 $83,844 $(96,208)$(442,705)$151,888 $3,189,080 

 2023
Shares
(‘000’s)		Share
capital
Contributed
surplus
Accumulated
other
comprehensive
loss
Retained earnings
Non-
controlling
interests
Total
equity
Balance at December 31, 20221,074,695 $2,487,624 $78,232 $(145,869)$588,139 $103,663 $3,111,789 
Net income for the period— — — — 123,321 35,663 158,984 
Shares and replacement options issued on acquisition of Sabina Gold & Silver Corp.216,452 925,375 5,075 — — — 930,450 
Dividends (Note 11)
2,238 6,443 934 — (147,692)— (140,315)
Gain on investments
— — — 13,358 — — 13,358 
Shares issued on exercise of stock options (Note 11)
4,875 12,394 — — — — 12,394 
Shares issued on vesting of RSUs
(Note 11)
1,379 5,780 (5,780)— — — — 
Shares issued on vesting of PSUs
(Note 11)
741 5,658 (8,603)— — — (2,945)
Transactions with non-controlling interests— — — — (3,542)(29,983)(33,525)
Share-based payments (Note 11)
— — 15,750 — — — 15,750 
Transfer to share capital on exercise of stock options— 5,130 (5,130)— — — — 
Balance at September 30, 20231,300,380 $3,448,404 $80,478 $(132,511)$560,226 $109,343 $4,065,940 

See accompanying notes to condensed interim consolidated financial statements.
B2GOLD CORP.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the nine months ended Sept. 30, 2024
(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 three operating mines: the Fekola Mine in Mali, the Masbate Mine in the Philippines, the Otjikoto Mine in Namibia, and a fourth mine under construction, the Goose Project in Canada. The Company also owns the Gramalote Project in Colombia. The Company holds an approximately 33% interest in Versamet Royalties Corporation ("Versamet") and an approximately 24% interest in BeMetals Corp. ("BeMetals"). In addition, the Company has a portfolio of evaluation and exploration assets in a number of countries including Mali and Finland.

B2Gold is a public company which is listed on the Toronto Stock Exchange under the symbol “BTO”, the NYSE American LLC under the symbol “BTG” and the Namibian Stock Exchange under the symbol “B2G”. B2Gold’s head office is located at Suite 3400, Park Place, 666 Burrard Street, Vancouver, British Columbia, V6C 2X8.

2 Basis of preparation

These condensed interim consolidated financial statements have been prepared in accordance with International Accounting Standard 34, Interim Financial Reporting ("IAS 34"), as issued by the International Accounting Standards Board ("IASB"). These condensed interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2023, which have been prepared in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board ("IFRS").

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

These condensed consolidated interim financial statements were authorized for issue by the Board of Directors ("Board") on November 6, 2024.

Recent IFRS pronouncements issued

Amendments to IFRS 9, Financial instruments, and IFRS 7, Financial instruments: Disclosures

In May 2024, the IASB issued amendments to update the classification and measurement requirements in IFRS 9 and related disclosure requirements in IFRS 7 as follows:
•Clarified the recognition and derecognition date of certain financial assets and liabilities and amended the requirements related to settling financial liabilities using an electronic payment system.
•Clarified how to assess the contractual cash flow characteristics of financial assets in determining whether they meet the solely payments of principal and interest criteria.
•New disclosures for certain instruments with contractual terms that can change cash flows (including instruments with features linked to environmental, social and corporate governance targets).
•Additional disclosure requirements for financial instruments with contingent features that do not relate directly to basic lending risks and costs.
•Amended disclosures relating to equity instruments designated at fair value through other comprehensive income.

The amendments are effective for annual reporting periods beginning on or after January 1, 2026, with early application permitted for certain provisions. The Company is currently assessing the effect of these amendments to its financial statements but has not yet adopted.

IFRS 18, Presentation and disclosure in financial statements

In April 2024, the IASB issued IFRS 18, Presentation and disclosure in financial statements ("IFRS 18"), which replaces IAS 1, Presentation of financial statements. IFRS 18 introduces a specified structure for the income statement by requiring income and expenses to be presented in three defined categories (operating, investing and financing), and by specifying certain defined totals and subtotals. Where company-specific measures related to income statement disclosure are provided ("management-defined performance measures"), such as certain non-GAAP measures, IFRS 18 requires additional disclosure around those management-defined performance measures in the financial statements. IFRS 18 also provides additional guidance on principles of aggregation and disaggregation which apply to the primary financial statements and the notes. IFRS 18 does not affect the recognition and measurement of items in the financial statements, nor does it affect which items are classified in other comprehensive income and how these items are classified.

1
B2GOLD CORP.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the nine months ended Sept. 30, 2024
(All tabular amounts are in thousands of United States dollars unless otherwise stated)
(Unaudited)
The standard is effective for reporting periods beginning on or after January 1, 2027, including for interim financial statements. Retrospective application is required and early application is permitted. The Company is currently assessing the effect of this new standard to its financial statements but has not yet adopted.

Amendments to IAS 1 - Presentation of Financial Statements

In October 2022, the IASB issued amendments to IAS 1, Presentation of Financial Statements titled "Non-current Liabilities with Covenants". These amendments outlined that liabilities should be classified as non-current if a company has a substantive right to defer settlement for at least 12 months at the end of the reporting period. The amendments were effective for annual periods beginning on or after January 1, 2024 and adoption of these amendments did not have an effect on our financial statements.

3 Significant accounting judgements and estimates

The preparation of these financial statements in conformity with IAS 34 requires judgements and estimates that affect the amounts reported. Those judgements and estimates concerning the future may differ from actual results. The following are the areas of accounting policy judgement and accounting estimates applied by management that most significantly affect the Company’s financial statements, including those areas of estimation uncertainty that could result in a material adjustment to the carrying amounts of assets and liabilities within the next financial year.

Areas of judgement

Assessment of impairment and reversal of impairment indicators for long-lived assets

The Company applies significant judgement in assessing whether there are indicators of impairment or impairment reversal present that give rise to the requirement to conduct an impairment test. Internal and external factors such as significant changes in the use of the asset, legal and permitting factors, future gold prices, operating and capital cost forecasts, quantities of mineral reserves and resources, and movements in market interest rates are used by management in determining whether there are any indicators.

During the three months ended June 30, 2024, the Company identified changes to the indicators of impairment on the Fekola Complex cash-generating unit ("CGU"), consisting of the Fekola Mine and Fekola Regional Properties. As a result, these assets were tested for impairment (Note 7).

During the three months ended September 30, 2024, the Company identified indicators of impairment on the Goose Project CGU. As a result, these assets were tested for impairment (Note 7).

Uncertain tax positions

The Company’s operations involve the application of complex tax regulations in multiple international jurisdictions. Determining the tax treatment of a transaction requires the Company to apply judgement in its interpretation of the applicable tax law. These positions are not final until accepted by the relevant tax authority. The tax treatment may change based on the result of assessments or audits by the tax authorities often years after the initial filing.

The Company recognizes and records potential liabilities for uncertain tax positions based on its assessment of the amount, or range of amounts of tax that will be due. The Company adjusts these accruals as new information becomes available. Due to the complexity and uncertainty associated with certain tax treatments, the ultimate resolution could result in a payment that is materially different from the Company’s current estimate of the tax liabilities.

Determination of control or significant influence over investees

The assessment of whether the Company has a significant influence or control over an investee requires the application of judgement when assessing factors that could give rise to a significant influence or control. Factors evaluated when making a judgement of control or significant influence over an investee include, but are not limited to, ownership percentage, representation on the board of directors, participation in the policy-making process, material transactions and contractual arrangements between the Company and the investee, interchange of managerial personnel, provision of essential technical information and potential voting rights. In evaluating these factors, the Company determines the level of influence over the investee the Company has. Changes in the Company's assessment of the factors used in determining if control or significant influence exists over an investee would impact the accounting treatment of the investment in the investee.

2
B2GOLD CORP.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the nine months ended Sept. 30, 2024
(All tabular amounts are in thousands of United States dollars unless otherwise stated)
(Unaudited)
Sources of estimation uncertainty

Mineral reserve and resource estimates

Mineral 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 mineral 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 judgements 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, permitting and production costs along with geological assumptions and judgements 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, depreciation and amortization charges and royalties receivable.

Impairment of long-lived assets

Long-lived assets are tested for impairment, or reversal of a previous impairment, if there is an indicator of impairment or a subsequent reversal. Calculating the estimated recoverable amount of CGUs for long-lived asset requires management to make estimates and assumptions that include such factors as mineable mineralization including reserves and resources, future production levels, operating and capital costs, application of royalty, income tax and mining tax rates, future metal prices and discount rates. Changes in any of these assumptions or estimates used in determining the recoverable amount could impact the analysis. Such changes could be material.

Fair value of financial instruments

The fair value of financial instruments that are not traded in an active market are determined using valuation techniques. In determining the fair value of the gold stream obligation (Note 15 and Note 17), the Company makes significant assumptions that are based on the underlying models and the market conditions existing at both initial recognition and the end of each reporting period.

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 considers the probable outcomes and expected timing 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.

Long-term value-added tax receivables as at September 30, 2024 includes amounts for the Fekola Mine of $208 million (December 31, 2023 - $137 million), for the Masbate Mine of $57 million (December 31, 2023 – $45 million), and for the Gramalote Project of $17 million (December 31, 2023 - $18 million).

Current and deferred income taxes

The Company is periodically required to estimate the tax basis of assets and liabilities. Where applicable tax laws and regulations are either unclear or subject to varying interpretations, it is possible that changes in these estimates could occur that materially affect the amounts of deferred income tax assets and liabilities recorded in the financial statements. Changes in deferred tax assets and liabilities generally have a direct impact on earnings in the period that the changes occur.

Each period, the Company evaluates the likelihood of whether some portion or all of each deferred tax asset will not be realized. This evaluation is based on historic and future expected levels of taxable income and the associated repatriation of retained earnings, the pattern and timing of reversals of taxable temporary timing differences that give rise to deferred tax liabilities, and tax planning initiatives. Levels of future taxable income are affected by, among other things, metal prices, production costs, quantities of proven and probable gold reserves, interest rates and foreign currency exchange rates. The availability of retained earnings for distribution depends on future levels of taxable income as well as future reclamation expenditures, capital expenditures, dividends and other uses of available cash flow.

3
B2GOLD CORP.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the nine months ended Sept. 30, 2024
(All tabular amounts are in thousands of United States dollars unless otherwise stated)
(Unaudited)
4 Accounts receivable, prepaids and other
 September 30, 2024December 31, 2023
 $$
Deferred transportation costs19,356 — 
Prepaid expenses13,182 8,639 
Supplier advances11,884 10,533 
Other receivables9,675 8,319 
54,097 27,491 

5 Inventories

The current inventories balance is made up as follows:
 September 30, 2024December 31, 2023
 $$
Gold and silver bullion60,275 53,065 
In-process inventory18,206 18,220 
Ore stock-pile inventory54,794 80,302 
Materials and supplies244,846 194,908 
 378,121 346,495 

The long-term inventories balance is made up as follows:
 September 30, 2024December 31, 2023
 $$
Ore stock-pile inventory66,556 56,497 
Materials and supplies146,639 43,571 
 213,195 100,068 

Current ore stock-pile inventory as at September 30, 2024 includes amounts for the Fekola Mine of $22 million (December 31, 2023 - $59 million), for the Masbate Mine of $14 million (December 31, 2023 - $14 million), for the Otjikoto Mine of $11 million (December 31, 2023 – $7 million) and for the Goose Project of $7 million (December 31, 2023 - $nil). During the three months ended September 30, 2024, the Company recorded an expense of $8 million to reduce the value of the stock-pile inventory at the Goose Project to its estimated net realizable value.

Long-term stock-pile inventory as at September 30, 2024 includes amounts for the Otjikoto Mine of $49 million (December 31, 2023 – $44 million), for the Fekola Mine of $8 million (December 31, 2023 - $6 million), and for the Masbate Mine of $9 million (December 31, 2023 - $6 million).

Long-term supplies inventory are supplies for the Goose Project that are expected to be either consumed in construction or beyond the next twelve months.

4
B2GOLD CORP.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the nine months ended Sept. 30, 2024
(All tabular amounts are in thousands of United States dollars unless otherwise stated)
(Unaudited)
6 Long-term investments
 September 30, 2024December 31, 2023
Cost
$		AOCI
$		Fair Value
$		Cost
$ 		AOCI
$		Fair Value
$
Snowline Gold Corp.39,011 26,240 65,251 32,759 19,909 52,668 
Calibre Mining Corp.12,197 5,157 17,354 — — — 
St. Augustine Gold & Copper Ltd.20,193 (16,664)3,529 20,193 (15,562)4,631 
AuMEGA Metals Ltd.2,885 (1,258)1,627 2,885 (1,253)1,632 
RTG Mining Inc.13,400 (12,998)402 13,400 (13,092)308 
West African Resources Ltd.— — — 20,530 (6,261)14,269 
Osino Resources Corp.— — — 6,955 5,340 12,295 
Other1,563 (681)882 899 (695)204 
89,249 (204)89,045 97,621 (11,614)86,007 

On June 20, 2024, the Company sold 79 million of its 111 million shares in its associate Calibre Mining Corp ("Calibre") for proceeds of $100 million (see Note 8). As a result of the decreased shareholding and no longer having the right to nominate a member to the Board of Directors of Calibre, the Company determined it no longer had significant influence over Calibre. The remaining investment of 32 million shares, valued at $43 million, was reclassified to Long-term investments in the Condensed Interim Consolidated Balance Sheet. On September 24, 2024, the Company sold a further 23 million shares for proceeds of $42 million.

During the nine months ended September 30, 2024, the Company sold its 22 million share investment in West African Resources Ltd. for proceeds of $19 million and its 12 million share investment in Osino Resources Corp. for proceeds of $16 million.

During the nine months ended September 30, 2024, the Company purchased an additional 1.6 million shares of Snowline Gold Corp. ("Snowline") at an average cost of Cdn. $5.47 for a total cost of $6 million to maintain a 9.9% interest in Snowline in accordance with the Company's rights under its shareholder agreement.

Subsequent to September 31, 2024, on November 5, 2024, the Company purchased 4.4 million shares in Founders Metals Inc. at Cdn. $2.75 per share for a total cost of $9 million.

5
B2GOLD CORP.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the nine months ended Sept. 30, 2024
(All tabular amounts are in thousands of United States dollars unless otherwise stated)
(Unaudited)
7 Mining interests
 Mineral propertiesBuildings, plant & equipmentConstruction-in-progressExploration & evaluation assetsTotal
 $$$$$
Cost  
Balance at December 31, 20222,203,412 1,679,345 16,596 511,867 4,411,220 
Acquisitions— 41,166 1,050,326 114,898 1,206,390 
Additions193,443 197,704 388,272 61,832 841,251 
Disposals— (25,479)— — (25,479)
Write-downs— — — (19,905)(19,905)
Transfers21,087 61,414 (61,414)(21,087)— 
Change in mine restoration provision estimates(495)— 363 (150)(282)
 
Balance at December 31, 20232,417,447 1,954,150 1,394,143 647,455 6,413,195 
Additions118,589 61,851 499,656 14,832 694,928 
Capitalized interest— — 18,102 — 18,102 
Disposals(21,087)(14,824)— (10,230)(46,141)
Write-downs— — — (636)(636)
Transfers771,391 55,395 (831,744)— (4,958)
Change in mine restoration provision estimates5,120 — 3,687 — 8,807 
Balance at September 30, 20243,291,460 2,056,572 1,083,844 651,421 7,083,297 
Accumulated depreciation, depletion, amortization and impairment
Balance at December 31, 2022(1,150,839)(853,167)— (132,484)(2,136,490)
Depreciation and depletion(241,194)(171,155)— — (412,349)
Impairment(96,800)(65,753)— (154,710)(317,263)
Disposals— 16,397 — — 16,397 
Balance at December 31, 2023(1,488,833)(1,073,678)— (287,194)(2,849,705)
Depreciation and depletion(137,865)(135,422)— — (273,287)
Impairment(770,848)(57,855)— (47,673)(876,376)
Disposals— 12,633 — — 12,633 
Balance at September 30, 2024(2,397,546)(1,254,322)— (334,867)(3,986,735)
Net book value at December 31, 2023928,614 880,472 1,394,143 360,261 3,563,490 
Net book value at September 30, 2024893,914 802,250 1,083,844 316,554 3,096,562 

Impairment of the Goose Project CGU

During the quarter ended September 30, 2024, the Company completed an updated construction cost estimate for the Goose Project. The updated estimate showed a significant increase in the expected construction cost to complete was determined to be an indicator of impairment for the Goose Project assets. As a result, the Company has performed an impairment assessment on the Goose Project CGU. The carrying value of the CGU was compared to the CGU’s recoverable amount which was determined to be its fair value less costs of disposal ("FVLCD"). To estimate the recoverable amount of the CGU for impairment, the Company utilized a discounted cash flow model incorporating significant assumptions that included such factors as mineable mineralization including resources, future production levels, operating and capital costs, fuel taxes, long-term gold price of $1,900 per ounce, and a discount rate of 6% for the Goose Project. Management’s estimate of the FVLCD of its CGU is classified as level 3 in the fair value hierarchy. The Company’s estimate of future cash flows is subject to risks and uncertainties and therefore could change in the future if the underlying assumptions change.

The Company’s analysis concluded that the Goose Project CGU was impaired resulting in an impairment of $661 million which was recorded as an impairment charge in the Condensed Interim Consolidated Statement of Operations during the quarter ended September 30, 2024.
6
B2GOLD CORP.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the nine months ended Sept. 30, 2024
(All tabular amounts are in thousands of United States dollars unless otherwise stated)
(Unaudited)

The recoverable amount of the Goose Project CGU is most sensitive to changes in the gold price and discount rate. In isolation, a $50 per ounce decrease in the gold price would result in a reduction in the recoverable amount of the Goose Project CGU of approximately $80 million. In isolation, a 25 basis point increase in the discount rate would result in a reduction in the recoverable amount of the Goose Project CGU of approximately $23 million.

Impairment of the Fekola Complex CGU

During the year ended December 31, 2023, the State of Mali (the "State") introduced a new mining code (the “2023 Mining Code”) and related Local Content Law. In July 2024, the accompanying Implementation Decrees, which clarify how the provisions of the 2023 Mining Code and Local Content Law should be applied, were enacted into law. At June 30, 2024, the Company and the State remained in ongoing negotiations related to how certain components of the 2023 Mining Code should be applied to the Fekola Complex. On September 11, 2024, the Company reached a Memorandum of Understanding (the "Agreement") with the State which covers the ongoing operation and governance of the Fekola Complex as well as the settlement of existing income tax, customs and other regulatory disputes covering the period 2016 to December 31, 2023 and the distribution of dividends attributed to the State of Mali up to December 31, 2023 (see Memorandum of Understanding with the State of Mali).

For the year ended December 31, 2023, the Company recorded an impairment of $206 million for the Fekola Complex based on the Company's best estimate of the application of the 2023 Mining Code at that date. At June 30, 2024, the known and estimated changes to the financial framework of the Fekola Complex as impacted by the 2023 Mining Code including the status of the ongoing discussions with the State at that time were considered to be updated indicators of impairment for the Fekola Complex assets as at June 30, 2024.

As a result, at June 30, 2024, the Company performed an updated impairment assessment on the Fekola Complex CGU. The carrying value of the CGU was compared to the CGU’s recoverable amount which was determined to be its FVLCD. To estimate the recoverable amount of the CGU for impairment, the Company utilized a discounted cash flow model incorporating significant assumptions that included such factors as mineable mineralization including reserves and resources, future production levels, operating and capital costs, fuel taxes and the expected application of revised royalty and revenue based tax rates, long-term gold price of $1,900 per ounce thereafter, and a discount rate of 7.5% for the Fekola Complex. The expected outcome of material terms of the Agreement were considered in arriving at the key estimates used to determine the FVLCD for the Fekola Complex as of June 30, 2024. Management’s estimate of the FVLCD of its CGU is classified as level 3 in the fair value hierarchy. The Company’s estimate of future cash flows is subject to risks and uncertainties and therefore could change in the future if the underlying assumptions change.

The Company’s analysis concluded that the Fekola Complex CGU was impaired resulting in an impairment of $215 million. A net impairment charge of $194 million after taking into account a deferred income tax recovery of $21 million was recorded in the Condensed Interim Consolidated Statement of Operations for the six month period ended June 30, 2024.

The recoverable amount of the Fekola Complex CGU is most sensitive to changes in the gold price and discount rate. In isolation, a $50 per ounce decrease in the gold price would result in a reduction in the recoverable amount of the Fekola Complex CGU of approximately $96 million. In isolation, a 25 basis point increase in the discount rate would result in a reduction in the recoverable amount of the Fekola Complex CGU of approximately $12 million.

Memorandum of Understanding with the State of Mali

Pursuant to the Agreement, the Fekola Mine (including the Fekola underground) continues to be governed by the 2012 Mining Code and the Fekola Mining Convention through 2040, but will be subject to certain revenue-based royalties and infrastructure funds that were determined not to be stabilized under the 2012 Code, along with the application of taxes to fuel purchases. As new mining projects, the Fekola Regional properties are expected to be governed by the 2023 Mining Code subject to a negotiated 2% reduction in royalty based tax rates as provided under the Agreement.

Other principal terms of the Agreement may be summarized as follows:

•Settlement of income tax and customs assessments for the period from 2016 through 2023 of an estimated $73 million. This amount has been included in Current income and other taxes payable at September 30, 2024. An expense of $67 million (net of previous accruals) has been recorded as an income tax expense in the Condensed Interim Consolidated Statement of Operations for the nine months ended September 30, 2024 (the expense for the three months ended September 30, 2024 was $30 million). Subsequent to September 30, 2024, on October 29, 2024, the Company paid the first installment of $41 million on the settlement;
7
B2GOLD CORP.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the nine months ended Sept. 30, 2024
(All tabular amounts are in thousands of United States dollars unless otherwise stated)
(Unaudited)
•Settlement of other regulatory disputes related to the timing of repatriation of funds of $17 million. This amount was paid upon signing of the Agreement and has been recorded in Other Expense in the Condensed Interim Consolidated Statement of Operations for the three and nine months ended September 30, 2024;
•Distribution of retained earnings of $114 million attributed to the State of Mali's non-controlling interest from its 10% ordinary share ownership in the Fekola Mine up to December 31, 2023. Upon the completion of certain outstanding conditions, the terms of the Agreement require the declaration of a dividend and distribution of this amount to the State of Mali;
•Upon completion of certain conditions precedent, the terms of the Agreement require the State of Mali's 10% ordinary share interest in Fekola to be converted into a 10% preferred share interest. This change will be retrospectively applied to January 1, 2024, such that from 2024 onwards, the State will now hold a 20% preferred share interest in Fekola and the remaining 80% interest in Fekola will continue to be held by B2Gold as an ordinary share interest. The rights of the additional preferred share interest are consistent with the State of Mali's 10% free carried interest including priority dividend rights, therefore, similar accounting is expected; and
•In addition to the above, the Company agreed to forgive the principal and accrued interest balance outstanding totalling $69 million on the loan made to the State for the purchase of their 10% ordinary share ownership. This was recorded within Equity on the Condensed Interim Consolidated Balance Sheet.

Versamet transaction

On June 5, 2024, the Company entered into a purchase and sale agreement (the "Agreement") to sell a portfolio of ten metal royalties (the "Royalties") to a private company, Versamet. Under the terms of the Agreement, the royalty sale is split into two tranches.

Upon completion of the first tranche, on June 5, 2024, the Company received 122 million Versamet shares at Cdn. $0.80 per share for proceeds of $71 million in exchange for the following royalties:
•2.7% net smelter return (“NSR”) royalty on the Kiaka Gold Project, with a book value of $18 million;
•2.7% NSR royalty on the Toega Gold Deposit, with a book value of $3 million;
•1.5% NSR royalty on the Primavera Project, with no book value; and
•Two exploration stage royalties, with no book value.

The Royalties comprising the second tranche were subject to certain rights of first refusal ("ROFR") that needed to be exercised within 60 days of the transaction date. Upon completion of the second tranche, on August 13, 2024, the Company received 17 million Versamet shares at Cdn. $0.80 per share for estimated proceeds of $10 million in exchange for the following royalties:
•2% NSR royalty on the Mocoa Project, with a carrying value value of $10 million;
•Three additional exploration stage royalties, with a nominal carrying value.

The book value of the Royalties was included within mining interests. The gain on sale of mining interests was calculated as follows:
 $
Fair value of common shares received81,433 
Transaction costs(1,500)
Net proceeds received79,933 
Kiaka Royalty18,488 
Mocoa Royalty10,230 
Toega Royalty2,599 
Book value of assets sold31,317 
Gain on sale of mining interests48,616 

The Company and Versamet also entered into an Investor Rights Agreement which entitles B2Gold to nominate one member to Versamet’s Board of Directors and pro rata participation rights with respect to future capital raises. The Company determined that it has significant influence over the decision-making processes of Versamet due to the ability to nominate a Director to the Board and owning 33% of the outstanding share capital. As a result, the Company's investment in Versamet has been recorded as an Investment in Associate in the Condensed Interim Consolidated Balance Sheet (see Note 8).

8
B2GOLD CORP.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the nine months ended Sept. 30, 2024
(All tabular amounts are in thousands of United States dollars unless otherwise stated)
(Unaudited)
Gramalote

On October 5, 2023, the Company completed the acquisition of the remaining 50% the net assets of the Gramalote Project from its joint venture partner AngloGold Ashanti Limited ("AngloGold"). The total purchase price of $34 million was allocated to the net identifiable assets and liabilities acquired including $27 million to the 50% of the Gramalote Project mineral interests acquired. The acquisition of the AngloGold's 50% share of the Gramalote Project was considered to be an impairment indicator for the Company's existing 50% of the Gramalote Project under IFRS 6, Exploration and evaluation of mineral resources, at September 30, 2023. The recoverable value of $27 million allocated to the Company's existing 50% share of the Gramalote Project resulted in a net impairment charge of $112 million.

Otjikoto

During the nine months ended September 30, 2023, the Company communicated to employees about the phased closure plan for the Otjikoto Mine which subsequently commenced later in 2023. The announcement of the planned closure of the mine resulted in an obligation for severance pay under Namibian law. The undiscounted severance obligation before inflation adjustments was estimated at $16 million. The present value of these payments of $12 million was recorded on the Condensed Interim Consolidated Balance Sheet as at September 30, 2023 and as a restructuring charge in the Condensed Interim Consolidated Statement of Operations for the period.

Other

During the nine months ended September 30, 2024, the Company sold a royalty on the Quebradona Property in Colombia, with no book value, to the owner of the property for proceeds of $7.5 million. This amount was recorded as a Gain on Sale of Mining Interests in the Condensed Interim Consolidated Statement of Operations for the period. During the nine months ended September 30, 2024, the Company wrote-off $1 million (2023 - $17 million) relating to non-core exploration and evaluation properties that it no longer plans to proceed with.

8 Investment in associates
 CalibreVersametBeMetalsTotal
 $$$$
Cost  
Balance at December 31, 2022111,774 — 8,275 120,049 
Share of net income (loss)20,122 — (251)19,871 
Impairment— — (4,885)(4,885)
Loss on dilution(943)— — (943)
 
Balance at December 31, 2023130,953 — 3,139 134,092 
Share of net income (loss)4,874 — (293)4,581 
Loss on dilution(8,984)— — (8,984)
Shares acquired— 88,933 1,589 90,522 
Shares sold(83,480)— — (83,480)
Transfer to long-term investments(43,363)— — (43,363)
Balance at September 30, 2024— 88,933 4,435 93,368 

Calibre

On January 24, 2024, the Company's associate Calibre completed the acquisition of Marathon Gold Corporation ("Marathon"). As a result of the Calibre shares issued for the acquisition of Marathon, the Company's interest in Calibre was diluted from 24% to 15%, resulting in a dilution loss of $9 million. Despite owning less than 20% of Calibre, the Company determined that, at that time, it still had significant influence over its associate due to, among other things, the Company's right to nominate one Director to the Board of Calibre.

9
B2GOLD CORP.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the nine months ended Sept. 30, 2024
(All tabular amounts are in thousands of United States dollars unless otherwise stated)
(Unaudited)
On June 20, 2024, the Company sold 79 million of its 111 million shares in Calibre for proceeds of $100 million (net of transaction costs). The gain on sale of the Calibre shares was calculated as follows:
 $
Proceeds from sale of common shares101,455 
Transaction costs(1,153)
Net proceeds received100,302 
Book value of investment in associate126,843 
Transferred to long-term investments(43,363)
Book value of assets sold83,480 
Gain on sale of investment in associate16,822 
As a result of the decreased shareholding and no longer having the right to nominate a member to the Board of Directors of Calibre, the Company determined it no longer had significant influence over Calibre. The remaining investment at June 20, 2024, of 32 million shares, valued at $43 million, was reclassified to Long-term investments in the Condensed Interim Consolidated Balance Sheet (see Note 6).

Versamet transaction

During the nine months ended September 30, 2024, the Company closed the sale of certain royalties to Versamet (see Note 7) in exchange for common shares in Versamet valued at $81 million. On August 13, 2024, the Company also completed a private placement for 13 million shares of Versamet valued at Cdn. $0.81 per share for total cost of $7.5 million.

The Company and Versamet also entered into an Investor Rights Agreement which entitles B2Gold to nominate one member to Versamet’s Board of Directors and pro rata participation rights with respect to future capital raises. The Company determined that it has significant influence over the decision-making processes of Versamet due to the ability to nominate a Director to the Board and owning 33% of the outstanding share capital. As a result, the Company's investment in Versamet has been recorded as an Investment in Associate in the Condensed Interim Consolidated Balance Sheet.

BeMetals

During the nine months ended September 30, 2024, the Company completed a private placement for an additional 22 million shares of BeMetals at a cost of Cdn. $0.10 per share for a total cost of $2 million.

During the nine months ended September 30, 2023, the Company determined that its associate BeMetals had become impaired due to the significant and prolonged decline in the fair value of the BeMetals shares held. The Company recorded an impairment loss of $5 million to reflect the fair value of the investment in BeMetals in the Condensed Interim Consolidated Statement of Operations.

9 Other assets
 September 30, 2024December 31, 2023
 $$
Reclamation deposits55,934 50,934 
Restricted cash5,420 5,259 
Loan to associate7,601 5,763 
Other330 1,679 
 69,285 63,635 

As at September 30, 2024, reclamation deposits include amounts for the Fekola Mine of $23 million (December 31, 2023 - $21 million), for the Otjikoto Mine of $18 million (December 31, 2023 – $14 million), for the Goose Project of $11 million (December 31, 2023 - $12 million) and for the Masbate Mine of $4 million (December 31, 2023 - $4 million).

During the nine months ended September 30, 2024, the Company advanced a further $2 million to its associate BeMetals.

10
B2GOLD CORP.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the nine months ended Sept. 30, 2024
(All tabular amounts are in thousands of United States dollars unless otherwise stated)
(Unaudited)
10 Long-term debt
 September 30, 2024December 31, 2023
 $$
Revolving credit facility:
Principal amount200,000 150,000 
Unamortized transaction costs(4,547)(7,365)
195,453 142,635 
Equipment loans and lease obligations:  
Fekola equipment loan facilities (net of unamortized transaction costs)7,948 13,875 
Goose Project equipment loan facilities (net of unamortized transaction costs)3,861 6,776 
Lease liabilities31,916 28,839 
 43,725 49,490 
Total debt239,178 192,125 
Less current portion(17,288)(16,256)
 221,890 175,869 

The changes in debt balances during the nine months ended September 30, 2024 are as follows:
 Revolving credit facilityEquipment loansLease liabilitiesTotal
 $$$$
Balance at December 31, 2023142,635 20,651 28,839 192,125 
Drawdowns200,000 — — 200,000 
Debt repayments(150,000)(8,886)(5,401)(164,287)
Lease liabilities incurred— — 8,343 8,343 
Lease liabilities de-recognized— — (461)(461)
Foreign exchange gains— (58)(422)(480)
Non-cash interest and financing expense2,818 102 1,018 3,938 
Balance at September 30, 2024195,453 11,809 31,916 239,178 
Current portion— (10,985)(6,303)(17,288)
195,453 824 25,613 221,890 

Revolving credit facility

The Company has a $700 million revolving credit facility ("RCF") with a syndicate of international banks. The RCF allows for an accordion feature whereby upon receipt of additional binding commitments, the facility may be further increased to $800 million any time prior to the maturity date of December 16, 2025. As at September 30, 2024, the Company had available undrawn capacity of $500 million. The Company has provided security on the 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 RCF, the Company must also maintain certain ratios for leverage and interest coverage. As at September 30, 2024, the Company was in compliance with these debt covenants.

11 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 September 30, 2024, the Company had 1,312,950,595 common shares outstanding (December 31, 2023 - 1,302,396,192 shares), including 1,705,000 common shares being held in trust under the Company’s Incentive Plan. No preferred shares were outstanding.

During the nine months ended September 30, 2024, the Company paid three quarterly dividends of $0.04 per share each, totalling $158 million (2023 - $148 million). Of this amount, $19 million (2023 - $6 million) was satisfied by the issuance of 7 million shares (2023 - 2 million shares) under the Company's Dividend Re-investment Plan.

11
B2GOLD CORP.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the nine months ended Sept. 30, 2024
(All tabular amounts are in thousands of United States dollars unless otherwise stated)
(Unaudited)
Subsequent to September 30, 2024, on November 6, 2024, the Company approved a fourth quarter dividend of $0.04 payable on September 23, 2024.

During the nine months ended September 30, 2024, approximately 2 million stock options were granted to employees at a weighted average exercise price of Cdn. $3.77 per share. These stock options have a term of five years and vest over a period of three years. The estimated fair value when granted of these options, totalling $1 million, is being recognized as a share-based payment expense over the vesting period. The fair value was calculated using the Black-Scholes option pricing model based on a risk-free annual interest rate of up to 3.8%, an expected life of three years, an expected volatility of up to 38% and a dividend yield rate of up to 6%.

For the nine months ended September 30, 2024, share-based payments expense relating to the vesting of stock options was $2 million (2023 - $4 million). For the nine months ended September 30, 2024, the Company issued 1 million shares for proceeds of $3 million upon the exercise of stock options. The weighted average market price of the shares at the time of exercise was Cdn. $4.07. As at September 30, 2024, 31 million stock options were outstanding.

For the three and nine months ended September 30, 2024, share-based payments expense relating to the vesting of restricted share units ("RSUs") and the change in fair value of deferred share units ("DSUs") was $1 million and $5 million, respectively (2023 - $1 million and $5 million, respectively). During the nine months ended September 30, 2024, the Company granted 2 million RSUs to employees and issued 2 million shares on the vesting of RSUs. As at September 30, 2024, 4 million RSUs and 2 million DSUs were outstanding.

For the three and nine months ended September 30, 2024, share-based payments expense relating to the vesting of performance share units ("PSUs") was $2 million and $6 million, respectively (2023 - $2 million and $6 million, respectively). During the nine months ended September 30, 2024, the Company issued 1 million shares on the vesting of 1 million PSUs.

During the nine months ended September 30, 2024, the Company granted 3 million PSUs to employees comprised of two equal 50% tranches. Vesting of tranche one of the PSUs granted will depend on the growth of the consolidated production profile and the number of shares that may vest will be between 0% to 200% of the number of tranche one PSUs. The estimated fair value when granted of this portion of $3 million was calculated based on the fair value of the Company's stock on the date of the grant and the expected increase in the production profile. Vesting of tranche two of the PSUs granted will depend on total shareholder return of the Company compared to a group of peer companies over the period January 1, 2024 to December 31, 2026. The number of shares that may vest will be between 0% and 200% of the number of tranche two PSUs. The estimated fair value when granted of the tranche two PSUs of $3 million was calculated using a risk-neutral Monte Carlo simulation based on a correlated Geometric Brownian Motion. The model used historical share price volatility ranging from 26% to 66% for the group, a Canadian risk-free annual interest rate of 4.19%, and a United States risk-free annual interest rate of 4.52%. The fair value of both tranches is being recognized over the vesting period. As at September 30, 2024, 6 million PSUs were outstanding.

12
B2GOLD CORP.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the nine months ended Sept. 30, 2024
(All tabular amounts are in thousands of United States dollars unless otherwise stated)
(Unaudited)
Earnings per share

The following is the calculation of basic and diluted earnings per share:
 For the three
months ended
Sept. 30, 2024		For the three
months ended
Sept. 30, 2023		For the nine
months ended
Sept. 30, 2024		For the nine
months ended
Sept. 30, 2023
Net (loss) income and diluted net (loss) income (attributable to shareholders of the Company)
$(633,757)(43,070)$(618,010)123,321 
Basic weighted average number of common shares outstanding (in thousands)
1,310,994 1,297,175 1,307,134 1,208,942 
Effect of dilutive securities:    
Stock options— — — 1,396 
Restricted share units— — — 711 
Performance share units— — — 2,300 
Diluted weighted average number of common shares outstanding (in thousands)
1,310,994 1,297,175 1,307,134 1,213,349 
(Loss) earnings per share (attributable to shareholders of the Company)
Basic$(0.48)$(0.03)$(0.47)$0.10 
Diluted$(0.48)$(0.03)$(0.47)$0.10 

12 Non-controlling interests

The following is a continuity schedule of the Company's non-controlling interests:
FekolaMasbateOtjikotoOtherTotal
$$$$$
Balance at December 31, 202342,911 27,744 24,238 4,703 99,596 
Share of net (loss) income(6,745)(1,524)8,996 (45)682 
Forgiveness of loan to non-controlling interest (Note 7)
65,476 — — — 65,476 
Distributions to non-controlling interest— — (12,400)— (12,400)
Interest on loan to non-controlling interest(2,380)— — — (2,380)
Participating funding from non-controlling interest— — — 786 786 
Other— — — 128 128 
Balance at September 30, 202499,262 26,220 20,834 5,572 151,888 

13    Other (expense) income

 For the three
months ended
Sept. 30, 2024		For the three
months ended
Sept. 30, 2023		For the nine
months ended
Sept. 30, 2024		For the nine
months ended
Sept. 30, 2023
 $$$$
Malian regulatory settlement (Note 7)
16,795 — 16,795 — 
Stockpile net realizable value adjustment (Note 5)
8,058 — 8,058 — 
Non-capital exploration1,852 483 6,269 1,266 
Other(155)(613)3,182 2,893 
 26,550 (130)34,304 4,159 

13
B2GOLD CORP.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the nine months ended Sept. 30, 2024
(All tabular amounts are in thousands of United States dollars unless otherwise stated)
(Unaudited)
14 Derivative financial instruments

During the nine months ended September 30, 2024, the Company entered into an additional series of forward contracts for the purchase of 58 million litres of fuel oil at an average strike price of $0.45 per litre and 53 million litres of gas oil at an average strike price of $0.61 per litre with scheduled settlement between July 2024 and July 2026. The Company's fuel derivative instruments were not designated as hedges and are being recorded at fair value through profit and loss ("FVTPL").

 202420252026Total
Forward – fuel oil:   
Litres (thousands)9,583 33,291 11,077 53,951 
Average strike price$0.46 $0.44 $0.43 $0.44 
Forward – gas oil:
Litres (thousands)12,729 26,505 8,189 47,423 
Average strike price$0.60 $0.62 $0.59 $0.61 

The unrealized fair value of these contracts at September 30, 2024 was $(5.8) million (December 31, 2023 - $0.5 million).

Subsequent to September 30, 2024, the Company entered into contracts for the delivery of 10 million litres of gas oil at a weighted average strike price of $0.54 per litre and 5 million litres of fuel oil at a weighted average strike price of $0.39 per litre.

15 Gold stream obligation

The Company's gold stream obligation requires the delivery from production at the Company's Goose Project as follows:
•2.7805% of gold production up to delivery of 87,100 ounces
•1.4405% of gold production up to an aggregate of 134,000 ounces
•1.005% of gold production thereafter.

The gold stream obligation was determined to be a derivative liability under IFRS 9 Financial instruments, and has been classified as FVTPL. As a result, it has been recorded at its fair value on the Condensed Interim Consolidated Balance Sheet with changes in the fair value being recorded in the Condensed Interim Consolidated Statement of Operations. The fair value of the gold stream was determined to be level 3 in the fair value hierarchy (Note 17). The Company has guaranteed the gold stream obligation.

The following is a summary of the changes in the gold stream obligation:
$
Outstanding at December 31, 2023139,600
Change in fair value21,196
Outstanding at September 30, 2024160,796
Less current portion(3,400)
157,396

On completion of the Company's acquisition of Sabina Gold & Silver Corp. ("Sabina") on April 19. 2023, the Company assumed certain construction financing and gold stream obligations from Sabina. Following completion, the Company extinguished certain gold stream and construction financing obligations for payments totalling $112 million, as follows:
•a $46 million payment to extinguish one-third of the gold stream obligation;
•a $63 million payment to extinguish the gold metal off take agreement;
•a $2 million payment to extinguish the senior secured debt facility; and
•a $1 million payment to extinguish the $75 million gold prepay facility.

14
B2GOLD CORP.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the nine months ended Sept. 30, 2024
(All tabular amounts are in thousands of United States dollars unless otherwise stated)
(Unaudited)
16 Prepaid gold sales

On January 23, 2024, the Company entered into a series of prepaid gold sales with a number of its RCF syndicate banks. Under the terms of the prepaid gold sales, the Company received an upfront payment of $500 million, based on gold forward curve prices averaging approximately $2,191 per ounce, in exchange for equal monthly deliveries of gold from July 2025 to June 2026 totaling 264,768 ounces. Gold deliveries can be from production from any of the Company’s operating mines and the prepaid gold sales can be settled prior to maturity through accelerated delivery of the remaining deliverable gold ounces.

The prepaid gold sales have been accounted in accordance with IFRS 15, Revenue from Contracts with Customers, whereby the cash prepayments have been recognized as deferred revenue on the interim condensed consolidated balance sheet and will be recognized as revenue in the interim condensed consolidated statement of operations based on the contract price when gold deliveries are made.

The following is a summary of the changes in the gold stream obligation:
$
Outstanding at December 31, 2023—
Value of contracts added500,023
Interest27,894
Outstanding at September 30, 2024527,917
Less current portion(134,779)
393,138

During the three and nine months ended September 30, 2024, the Company recognized interest charge of $10 million and $28 million, respectively, relating to the financing component contained in the prepaid gold sales. The interest expense recognised in the Condensed Interim Consolidated Statement of Operations for the three and nine months ended September 30, 2024 was $2 million and $11 million, respectively, net of $8 million and $17 million, respectively, capitalized to the cost of constructing qualifying assets during the period.

17 Financial instruments

The Company’s financial assets and liabilities are classified based on the lowest level of input significant to the fair value measurement based on the fair value hierarchy:

Level 1 – quoted prices in active markets for identical assets or liabilities;

Level 2 – inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and

Level 3 – inputs for the asset or liability that are not based on observable market data.

As at September 30, 2024, the Company’s financial assets and liabilities that are measured at fair value are categorized as follows:
 As at September 30, 2024As at December 31, 2023
 Level 1Level 2Level 3Level 1Level 2Level 3
 $$$$$$
Long-term investments (Note 6)
89,045 — — 86,007 — — 
Fuel derivative contracts (Note 14)
— (5,789)— — 481 — 
Gold stream obligation (Note 15)
— — (160,796)— — (139,600)

The Company’s long-term investments consist of shares of publicly traded mining companies. The fair values of these were determined using market quotes from an active market for each investment.

15
B2GOLD CORP.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the nine months ended Sept. 30, 2024
(All tabular amounts are in thousands of United States dollars unless otherwise stated)
(Unaudited)
The fair values of the Company's fuel derivative contracts were determined using prevailing market rates for instruments with similar characteristics.

The fair value of the gold stream was calculated based on an income approach and a discounted cash flow model. The calculated fair value includes inputs that are based on observable market data, including forward gold price curves and credit adjusted risk-free rates. The fair value also includes inputs that are not based on observable market data, including the timing of future gold deliveries. The valuation has been prepared by an independent valuations specialist with direct oversight from the Company. Gold production is assumed to begin at the end of the second quarter of 2025. Forward gold price estimates ranged from $2,630 to $2,999 per ounce. A $100 per ounce change in the gold forward price would have approximately a $5 million impact on the fair value of the gold stream obligation. A 50 basis point change in the risk-free rate would also have approximately a $4 million impact on the fair value of the gold stream obligation.

The fair value of the Company's long-term debt also approximates its carrying value as it has a floating interest rate and the Company's credit spread has remained approximately consistent. The fair value of the Company's other financial instruments approximate their carrying value due to their short-term nature.

Credit risk

The Company’s maximum exposure to credit risk is the book value of cash and cash equivalents, accounts receivable, loans receivable and the carrying value of its derivative portfolio. The Company limits its credit exposure on cash and cash equivalents by holding its deposits mainly with high credit quality financial institutions as determined by credit rating agencies. The Company maintains its excess cash balances in short-term investments accounts. The Company does not maintain insurance for its cash balances.

16
B2GOLD CORP.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the nine months ended Sept. 30, 2024
(All tabular amounts are in thousands of United States dollars unless otherwise stated)
(Unaudited)
18 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
months ended
Sept. 30, 2024		For the three
months ended
Sept. 30, 2023		For the nine
months ended
Sept. 30, 2024		For the nine
months ended
Sept. 30, 2023
 $$$$
(Loss) income from operations before taxes(571,694)40,536 (417,529)376,813 
Canadian federal and provincial income tax rates27.00 %27.00 %27.00 %27.00 %
Income tax expense at statutory rates(154,357)10,945 (112,733)101,740 
Increase (decrease) attributable to:    
Benefit not recorded on impairment losses178,513 — 227,498 — 
Change in accruals for tax audits30,217 (1,000)67,352 506 
Future withholding tax9,300 2,450 4,776 8,050 
Effects of different foreign statutory tax rates9,860 (4,754)14,506 15,771 
Change due to foreign exchange(19,372)12,656 (6,132)4,507 
Benefit of optional tax incentives(5,708)(3,042)(14,754)(9,271)
Change in non-taxable portion of gains21 (1,998)(8,240)(2,088)
Non-deductible expenditures2,780 7,553 10,969 18,651 
Withholding and other taxes2,873 12,407 7,700 24,671 
Change in losses and tax bases for which no tax benefit has been recorded3,826 40,625 7,579 56,131 
Use of losses and temporary differences not previously recognised1,351 — — — 
Amounts under (over) provided in prior years34 (536)1,278 (839)
Income tax expense59,338 75,306 199,799 217,829 
Current income tax, withholding and other taxes74,804 68,210 233,085 216,155 
Deferred income tax (recovery) expense(15,466)7,096 (33,286)1,674 
Income tax expense59,338 75,306 199,799 217,829 

Included in current income tax expense for the three and nine months ended September 30, 2024 was a recovery of $2 million and expense of $11 million, respectively (2023 - expense of $9 million and $28 million, respectively), related to the State of Mali's existing 10% priority dividend on its free carried interest in the Fekola Mine. This priority dividend is accounted for as an income tax in accordance with IAS 12, Income Taxes.

Pillar Two Global Minimum Tax

In June 2024, Canada enacted the Global Minimum Tax Act that was developed within the framework of the OECD’s Pillar Two global minimum tax regime, effective January 1, 2024. As Pillar Two legislation has been enacted or substantively enacted in certain jurisdictions in which the Company operates, the legislation is effective for the Company's financial year beginning January 1, 2024.

The Company has performed an assessment of its potential exposure to Pillar Two income taxes. This assessment is based on the most recent information available regarding the financial performance of the constituent entities of the consolidated group. Based on the assessment performed, the Company does not expect any material exposure to Pillar Two top-up taxes.

17
B2GOLD CORP.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the nine months ended Sept. 30, 2024
(All tabular amounts are in thousands of United States dollars unless otherwise stated)
(Unaudited)
19 Supplementary cash flow information

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

Non-cash charges (credits):
 For the three
months ended
Sept. 30, 2024		For the three
months ended
Sept. 30, 2023		For the nine
months ended
Sept. 30, 2024		For the nine
months ended
Sept. 30, 2023
 $$$$
Depreciation and depletion88,051 101,568 273,505 293,388 
Impairment of long-lived assets (Note 7 and Note 8)
661,160 111,597 876,376 116,482 
Gain on sale of mining interests (Note 7)
(7,453)— (56,115)— 
Deferred income tax (recovery) expense (Note 18)
(15,466)7,096 (33,286)1,674 
Change in fair value of gold stream (Note 15)
1,957 (7,600)21,196 (6,500)
Non-cash interest and financing expense6,966 3,190 24,002 9,032 
Gain on sale of shares in associate (Note 8)
— — (16,822)— 
Share-based payments (Note 11)
5,031 2,748 14,529 13,000 
Loss on dilution of associate (Note 8)
— — 8,984 — 
Non-recoverable input taxes3,353 1,178 9,934 3,381 
Share of net loss (income) of associate (Note 8)
98 (5,561)(4,581)(17,549)
Unrealized losses (gains) on derivative instruments6,270 (3,146)6,269 399 
Write-down of mining interests (Note 7)
— 565 636 17,022 
Restructuring charges (Note 7)
— 5,071 — 12,151 
Other(347)11,742 9,907 19,608 
 749,620 228,448 1,134,534 462,088 

Changes in non-cash working capital:
 For the three
months ended
Sept. 30, 2024		For the three
months ended
Sept. 30, 2023		For the nine
months ended
Sept. 30, 2024		For the nine
months ended
Sept. 30, 2023
 $$$$
Accounts receivable and prepaids(12,620)2,964 (26,818)(2,907)
Value-added and other tax receivables(26,788)(9,573)(34,226)(8,237)
Inventories(8,318)(9,955)(43,504)(22,286)
Accounts payable and accrued liabilities8,007 (5,380)14,099 (13,790)
Current income and other taxes payable43,295 (6,395)36,301 40,159 
 3,576 (28,339)(54,148)(7,061)

18
B2GOLD CORP.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the nine months ended Sept. 30, 2024
(All tabular amounts are in thousands of United States dollars unless otherwise stated)
(Unaudited)
Other exploration and development:
 For the three
months ended
Sept. 30, 2024		For the three
months ended
Sept. 30, 2023		For the nine
months ended
Sept. 30, 2024		For the nine
months ended
Sept. 30, 2023
 $$$$
Fekola Mine, exploration(996)— (3,136)(1,706)
Masbate Mine, exploration(1,290)(774)(3,039)(2,741)
Otjikoto Mine, exploration(1,888)(963)(5,191)(2,453)
Goose Project, exploration(13,179)(2,152)(22,529)(4,200)
Finland Properties, exploration(612)(1,170)(2,720)(5,162)
Bakolobi Property, exploration— (4,390)(344)(7,658)
Dandoko Property, exploration(351)880 (331)(5,747)
George Property, exploration— (3,386)(157)(4,663)
Menankoto Property, exploration— (771)— (11,400)
Bantako North Property, exploration— (3,468)— (8,691)
Other(436)(1,576)(1,717)(3,892)
(18,752)(17,770)(39,164)(58,313)

Non-cash investing and financing activities:
 For the three
months ended
Sept. 30, 2024		For the three
months ended
Sept. 30, 2023		For the nine
months ended
Sept. 30, 2024		For the nine
months ended
Sept. 30, 2023
 $$$$
Share consideration received on sale of mining interests (Note 7)
10,184 — 81,433 — 
Interest capitalized to construction of qualifying assets7,703 — 18,102 — 
Interest on loan to non-controlling interest— 692 2,801 3,089 
Change in current liabilities relating to mining interest expenditures(12,474)28,181 (7,674)33,773 
Foreign exchange gain (loss) on Fekola equipment loan facility388 563 (12)188 
Change in accrued distributions to non-controlling interest— 1,696 (300)11,663 
Share-based payments, capitalized to mining interests165 291 399 569 
Common shares issued on acquisition of Sabina Gold & Silver Corp.— — — 925,375 
Fair value of B2Gold replacement options on acquisition of Sabina Gold & Silver Corp.— — — 5,075 

For the three and nine months ended September 30, 2024, the Company paid $50 million and $222 million, respectively, of current income tax, withholding and other taxes in cash (2023 - $67 million and $157 million, respectively).

20 Segmented information

The Company’s reportable operating segments include its mining operations and development projects, namely the Fekola, Masbate and Otjikoto mines and the Goose Project. It also includes Fekola Regional properties, which are in the exploration and evaluations stage. The Fekola Regional segment includes the Bantako North, Menankoto, Dandoko and Bakolobi properties. The “Other Mineral Properties” segment consists of the Company’s interests in mineral properties which are at various stages of exploration and evaluation, including the Company's interest in the Gramalote Project, as well as the Company's equity accounted investment in its associates Versamet and BeMetals. The “Corporate and Other” segment includes corporate operations.

19
B2GOLD CORP.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the nine months ended Sept. 30, 2024
(All tabular amounts are in thousands of United States dollars unless otherwise stated)
(Unaudited)
The Company’s segments are summarized in the following tables:
For the three months ended September 30, 2024
Fekola
Mine		Fekola RegionalMasbate
Mine		Otjikoto
Mine		Goose ProjectOther
Mineral
Properties		Corporate
& Other		Total
$$$$$$$$
External gold revenue194,988 — 120,115 133,126 — — — 448,229 
Production costs109,842 15 42,697 39,854 — — — 192,408 
Depreciation & depletion37,429 156 21,329 27,530 1,607 — 542 88,593 
Impairment of long-lived assets— — — — 661,160 — — 661,160 
Net income (loss)35 (960)29,735 35,403 (669,601)(1,281)(24,363)(631,032)
Capital expenditures65,460 4,305 6,482 2,497 134,153 4,443 412 217,752 
Total assets1,380,614 177,013 714,469 387,675 1,416,340 323,301 389,325 4,788,737 
For the three months ended September 30, 2023
Fekola
Mine		Fekola RegionalMasbate
Mine		Otjikoto
Mine		Goose ProjectOther
Mineral
Properties		Corporate
& Other		Total
$$$$$$$$
External gold revenue292,375 — 97,556 87,957 — — — 477,888 
Production costs93,388 — 44,056 33,981 — — — 171,425 
Depreciation & depletion58,701 — 20,880 21,987 — — 505 102,073 
Impairment of long-lived assets— — — — — 111,597 — 111,597 
Net income (loss)38,509 (278)17,117 11,082 6,052 (104,958)(2,294)(34,770)
Capital expenditures83,166 24,281 6,670 14,253 90,237 6,986 38 225,631 
Total assets1,520,157 284,612 726,414 432,325 1,359,041 340,184 188,915 4,851,648 
For the nine months ended September 30, 2024
Fekola
Mine		Fekola RegionalMasbate
Mine		Otjikoto
Mine		Goose ProjectOther
Mineral
Properties		Corporate
& Other		Total
$$$$$$$$
External gold revenue721,898 — 328,165 352,179 — — — 1,402,242 
Production costs276,428 15 123,070 100,939 — — — 500,452 
Depreciation & depletion125,238 1,778 60,328 84,554 1,607 — 1,578 275,083 
Impairment of long-lived assets162,673 52,543 — — 661,160 — — 876,376 
Net (loss) income(40,155)(52,021)70,952 86,749 (671,378)1,442 (12,917)(617,328)
Capital expenditures201,341 14,054 23,268 31,319 388,658 14,864 1,027 674,531 
Total assets1,380,614 177,013 714,469 387,675 1,416,340 323,301 389,325 4,788,737 
20
B2GOLD CORP.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the nine months ended Sept. 30, 2024
(All tabular amounts are in thousands of United States dollars unless otherwise stated)
(Unaudited)
For the nine months ended September 30, 2023
Fekola
Mine		Fekola RegionalMasbate
Mine		Otjikoto
Mine		Goose ProjectOther
Mineral
Properties		Corporate
& Other		Total
$$$$$$$$
External gold revenue888,272 — 265,839 268,187 — — — 1,422,298 
Production costs250,294 — 117,219 84,278 — — — 451,791 
Depreciation & depletion164,300 — 56,575 72,513 — — 1,484 294,872 
Impairment of long-lived assets— — — — — 116,482 — 116,482 
Net income (loss)210,257 (793)42,078 44,626 3,133 (107,015)(33,302)158,984 
Capital expenditures212,818 79,839 23,688 48,719 160,897 16,284 196 542,441 
Total assets1,520,157 284,612 726,414 432,325 1,359,041 340,184 188,915 4,851,648 
The Company’s mining interests are located in the following geographical locations:
September 30, 2024December 31, 2023
$$
Mining interests
Canada1,263,956 1,509,289 
Mali1,018,225 1,131,343 
Philippines494,890 533,781 
Namibia212,811 264,747 
Colombia66,075 66,184 
Finland35,673 32,954 
Burkina Faso— 21,087 
Other4,932 4,105 
 3,096,562 3,563,490 

21 Commitments

As at September 30, 2024, the Company had the following commitments (in addition to those disclosed elsewhere in these financial statements):
•For payments at the Fekola Mine of $14 million related to mobile purchases and rebuilds, $7 million related to underground development, $2 million related to the construction of a new tailing storage facility, and $2 million related to plant and powerhouse maintenance and $2 million related to other capital projects. Of these amounts, $13 million is expected to be incurred in 2024 and the remaining $14 million in 2025.
•For payments at the Goose Project of $29 million related to construction activities, of which $17 million is expected to be incurred in 2024 and the remaining $12 million in 2025.
•For payments at the Masbate Mine of $1 million related to process plant equipment, all of which is expected to be incurred in 2024.

21