B2Gold's Convertible Senior Notes: A Strategic Move for Capital Flexibility

B2Gold Corp. (TSX: BTO, NYSE AMERICAN: BTG, NSX: B2G), a low-cost international senior gold producer, has announced the pricing of its upsized offering of convertible senior notes. The offering, initially announced on January 22, 2025, has been increased to US$400 million, with an option for the initial purchasers to purchase up to an additional US$60 million aggregate principal amount of Notes. The Notes will bear cash interest semi-annually at a rate of 2.75% per annum and have an initial conversion rate of 315.2088 common shares of B2Gold ("Shares") per US$1,000 principal amount of Notes, equivalent to an initial conversion price of approximately US$3.17 per Share.



The offering is expected to close on or about January 28, 2025, subject to customary closing conditions. B2Gold intends to use the net proceeds from the Offering to fund working capital requirements and for general corporate purposes. In order to reduce interest expense, the Company will initially apply the net proceeds to pay down the outstanding balance under its revolving credit facility and then subsequently use future draws on the Revolving Credit Facility to fund such working capital requirements and for general corporate purposes.

In connection with the Offering, B2Gold entered into a cash settled total return swap with respect to approximately US$50 million of Shares with one of the initial purchasers of the Notes. The total return swap is intended to give B2Gold economic exposure to its Shares during the term of the total return swap, which is expected to be approximately one month. In connection with establishing its initial hedge of the total return swap, B2Gold was advised that the total return swap counterparty or its affiliate purchased Shares at the close of trading today. Such purchases may have the effect of increasing (or reducing the size of any decrease in) the market price of the Shares. Any unwind of such hedge positions, including at settlement of the total return swap, may have the effect of decreasing (or reducing the size of any increase in) the market price of the Shares or the Notes.



The Notes and the Shares issuable upon the conversion thereof have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or qualified by a prospectus in Canada. The Notes and the Shares may not be offered or sold in the United States absent registration under the Securities Act or an applicable exemption from registration under the Securities Act. The Notes will be offered only to "qualified institutional buyers" (as defined in Rule 144A under the Securities Act). Offers and sales in Canada will be made only pursuant to exemptions from the prospectus requirements of applicable Canadian securities laws.

B2Gold's strategic move to issue convertible senior notes provides the company with additional capital, reduces interest expense, and offers flexibility in its capital structure. The conversion feature of the Notes gives B2Gold the option to convert the Notes into common shares at a later date, if the Company chooses to do so. This could help B2Gold manage its capital structure and potentially reduce its debt-to-equity ratio. However, the conversion feature also presents risks of increased dilution and limited access to additional funding. For investors, the conversion feature offers the potential for higher returns if the company's share price increases, but it also presents risks of hesitation to convert notes into shares and limited future equity offerings.

In conclusion, B2Gold's upsized offering of convertible senior notes is a strategic move that aligns with the company's long-term growth plans. By raising additional capital, reducing interest expense, and maintaining financial flexibility, B2Gold is well-positioned to continue its operations and exploration activities, ultimately driving long-term growth and shareholder value.