EX-99.1 2 exhibit991-33121.htm EXHIBIT-99.1 Document









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B2GOLD CORP.
Condensed Interim Consolidated Financial Statements
For the three months ended March 31, 2021
(Unaudited)


B2GOLD CORP.
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31
(Expressed in thousands of United States dollars, except per share amounts)
(Unaudited)
 20212020
Gold revenue$362,302 $380,298 
Cost of sales  
   Production costs(111,632)(91,556)
   Depreciation and depletion(66,727)(70,612)
   Royalties and production taxes(26,526)(25,731)
Total cost of sales(204,885)(187,899)
Gross profit157,417 192,399 
General and administrative(10,098)(10,188)
Share-based payments (Note 9)
(1,166)(3,647)
Community relations(581)(3,734)
Foreign exchange gains (losses)3,494 (1,232)
Share of net income of associate5,066 6,400 
Other(3,956)(573)
Operating income150,176 179,425 
Interest and financing expense(2,896)(4,517)
Gains (losses) on derivative instruments8,049 (14,842)
Other(338)(179)
Income from operations before taxes154,991 159,887 
Current income tax, withholding and other taxes (Note 13)
(41,126)(63,470)
Deferred income tax expense (Note 13)
(15,033)(13,409)
Net income for the period$98,832 $83,008 
Attributable to:  
   Shareholders of the Company$91,555 $72,287 
   Non-controlling interests (Note 10)
7,277 10,721 
Net income for the period$98,832 $83,008 
Earnings per share
(attributable to shareholders of the Company) (Note 9)
Basic$0.09 $0.07 
Diluted$0.09 $0.07 
Weighted average number of common shares outstanding
(in thousands) (Note 9)
   Basic1,051,544 1,035,032 
   Diluted1,062,006 1,047,943 
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)

 20212020
Net income for the period$98,832 $83,008 
Other comprehensive loss  
Items that will not be subsequently reclassified to net income:
Unrealized loss on investments
(2,060)(751)
Other comprehensive loss for the period(2,060)(751)
Total comprehensive income for the period$96,772 $82,257 
Other comprehensive loss attributable to:
   Shareholders of the Company$(2,060)$(751)
   Non-controlling interests— — 
 $(2,060)$(751)
Total comprehensive income attributable to:
   Shareholders of the Company$89,495 $71,536 
   Non-controlling interests7,277 10,721 
 $96,772 $82,257 

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)
 20212020
Operating activities  
Net income for the period$98,832 $83,008 
Mine restoration provisions settled— (189)
Non-cash charges, net (Note 14)
75,199 104,529 
Changes in non-cash working capital (Note 14)
(24,866)31,743 
Changes in long-term value added tax receivables(3,311)(2,878)
Cash provided by operating activities145,854 216,213 
Financing activities  
Repayment of revolving credit facility (Note 8)
— (25,000)
Repayment of equipment loan facilities (Note 8)
(7,227)(10,796)
Interest and commitment fees paid(911)(3,776)
Cash proceeds from stock option exercises
(Note 9)
752 16,344 
Dividends paid (Note 9)
(42,072)(10,368)
Principal payments on lease arrangements (Note 8)
(735)(829)
Distributions to non-controlling interest (Note 10)
(2,000)— 
Restricted cash movement
111 2,104 
Cash used by financing activities(52,082)(32,321)
Investing activities  
Expenditures on mining interests:  
Fekola Mine(17,396)(74,133)
Masbate Mine(6,564)(4,761)
Otjikoto Mine(18,875)(11,732)
Gramalote Project(3,467)(12,678)
Other exploration and development (Note 14)
(10,171)(9,364)
Funding of reclamation accounts(1,321)— 
Other(1,533)(17)
Cash used by investing activities(59,327)(112,685)
Increase in cash and cash equivalents34,445 71,207 
Effect of exchange rate changes on cash and cash equivalents(1,562)(3,864)
Cash and cash equivalents, beginning of period479,685 140,596 
Cash and cash equivalents, end of period$512,568 $207,939 
Supplementary cash flow information (Note 14)

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 March 31,
2021		As at December 31,
2020
Assets  
Current  
Cash and cash equivalents$512,568 $479,685 
Accounts receivable, prepaids and other (Note 4)
30,128 21,306 
Value-added and other tax receivables27,730 11,797 
Inventories (Note 5)
255,462 238,055 
Assets classified as held for sale (Note 6)
16,749 11,855 
 842,637 762,698 
Value-added tax receivables38,854 35,383 
Mining interests (Note 6 and Note 17 - Schedules)
  
Owned by subsidiaries and joint operations2,351,601 2,387,020 
Investments in associates81,301 76,235 
Other assets (Note 7)
77,078 76,496 
Deferred income taxes 9,783 24,547 
$3,401,254 $3,362,379 
Liabilities  
Current  
Accounts payable and accrued liabilities$83,475 $89,062 
Current income and other taxes payable165,791 154,709 
Current portion of long-term debt (Note 8)
33,120 34,111 
Other current liabilities7,258 8,211 
 289,644 286,093 
Long-term debt (Note 8)
67,025 75,911 
Mine restoration provisions92,062 104,282 
Deferred income taxes221,172 220,903 
Employee benefits obligation7,250 5,874 
Other long-term liabilities7,187 8,726 
 684,340 701,789 
Equity  
Shareholders’ equity  
Share capital (Note 9)
  
Issued: 1,051,697,473 common shares (Dec 31, 2020 – 1,051,138,175)
2,408,804 2,407,734 
Contributed surplus51,167 48,472 
Accumulated other comprehensive loss(140,593)(138,533)
Retained earnings303,352 254,343 
 2,622,730 2,572,016 
Non-controlling interests (Note 10)
94,184 88,574 
 2,716,914 2,660,590 
 $3,401,254 $3,362,379 
Commitments (Note 16)
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 MARCH 31
(Expressed in thousands of United States dollars)
(Unaudited)
 2021
Shares
(‘000’s)		Share
capital
Contributed
surplus
Accumulated
other
comprehensive
loss
Retained earnings
Non-
controlling
interests
Total
equity
Balance at December 31, 20201,051,138 $2,407,734 $48,472 $(138,533)$254,343 $88,574 $2,660,590 
Net income for the period— — — — 91,555 7,277 98,832 
Dividends (Note 9)
— — 245 — (42,366)— (42,121)
Unrealised loss on investments
— — — (2,060)— — (2,060)
Shares issued on exercise of stock options (Note 9)
552 752 — — — — 752 
Shares issued on vesting of RSUs
(Note 9)
7 24 (24)— — — — 
Transactions with non-controlling interest
(Note 10)
— — — — (180)(1,667)(1,847)
Share-based payments (Note 9)
— — 2,768 — — — 2,768 
Transfer to share capital on exercise of stock options— 294 (294)— — — — 
Balance at March 31, 20211,051,697 $2,408,804 $51,167 $(140,593)$303,352 $94,184 $2,716,914 


 2020
Shares
(‘000’s)		Share
capital
Contributed
surplus
Accumulated
other
comprehensive
loss
Deficit
Non-
controlling
interests
Total
equity
Balance at December 31, 20191,030,400 $2,339,874 $56,685 $(145,071)$(261,245)$61,409 $2,051,652 
Net income for the period— — — — 72,287 10,721 83,008 
Dividends (Note 9)
— — — — (10,368)— (10,368)
Unrealised loss on investments
— — — (751)— — (751)
Shares issued on exercise of stock options (Note 9)
6,498 14,844 — — — — 14,844 
Interest on loan to non-controlling interest (Note 10)
— — — — 933 (793)140 
Share-based payments (Note 9)
— — 3,714 — — — 3,714 
Transfer to share capital on exercise of stock options— 6,733 (6,733)— — — — 
Balance at March 31, 20201,036,898 $2,361,451 $53,666 $(145,822)$(198,393)$71,337 $2,142,239 

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, 2021
(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 Company operates the Fekola Mine in Mali, the Masbate Mine in the Philippines and the Otjikoto Mine in Namibia. The Company also has a 50% joint operation interest in the Gramalote Project in Colombia and an 81% interest in the Kiaka Project in Burkina Faso. In addition, the Company has a portfolio of other evaluation and exploration assets in Mali, Burkina Faso, Namibia, Uzbekistan 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 of International Financial Reporting Standards as issued by the International Accounting Standards Board ("IFRS"). These condensed interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2020, which have been prepared in accordance with IFRS.

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 4, 2021.

3 Significant accounting judgements and estimates

The preparation of these financial statements in conformity with IFRS 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.

COVID-19 estimation uncertainty

A global pandemic related to COVID-19 was declared by the World Health Organization in March 2020. The current and expected impacts on global commerce have been and are anticipated to continue to be far-reaching. To date, globally, there has been significant volatility in commodity prices and foreign exchange rates, restrictions on the conduct of business in many jurisdictions, including travel restrictions, and supply chain disruptions. There is significant ongoing global uncertainty surrounding COVID-19 and the extent and duration of the impact that it may have.

The areas of judgement and estimation uncertainty for the Company which may be impacted include estimates used to determine recoverable reserves and resources, estimates used to determine the recoverable amounts of long-lived assets, estimates used to determine the recoverable amounts of value-added tax receivables and estimates regarding deferred income taxes and valuation allowances. The impact of COVID-19 on the global economic environment, and the local jurisdictions in which the Company operates, could result in changes to the way the Company runs its mines. These changes could result in revenues or costs being different from the Company's expectations. This impact could be material.

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.

1
B2GOLD CORP.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three months ended March 31, 2021
(All tabular amounts are in thousands of United States dollars unless otherwise stated)
(Unaudited)
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 cash generating units for long-lived assets requires management to make estimates and assumptions that include such factors as reserves and resources, future production levels, metallurgical recovery estimates, operating and capital costs, 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.

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 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’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.

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, market gold 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.

2
B2GOLD CORP.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three months ended March 31, 2021
(All tabular amounts are in thousands of United States dollars unless otherwise stated)
(Unaudited)
4 Accounts receivable, prepaids and other
 March 31, 2021December 31, 2020
 $$
Supplier advances9,734 5,208 
Current portion of derivative instruments8,257 3,252 
Prepaid expenses4,773 4,903 
Other receivables7,364 7,943 
30,128 21,306 

5 Inventories
 March 31, 2021December 31, 2020
 $$
Gold and silver bullion48,065 39,157 
In-process inventory12,610 7,984 
Ore stock-pile inventory69,272 71,115 
Materials and supplies125,515 119,799 
 255,462 238,055 

Ore stock-pile inventory includes amounts for the Fekola Mine of $48 million (December 31, 2020 - $44 million), for the Otjikoto Mine of $19 million (December 31, 2020 – $25 million), and for the Masbate Mine of $2 million (December 31, 2020 - $2 million).
3
B2GOLD CORP.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three months ended March 31, 2021
(All tabular amounts are in thousands of United States dollars unless otherwise stated)
(Unaudited)
6 Mining interests
 March 31, 2021December 31, 2020
 $$
Property, plant and equipment (depletable)  
Fekola Mine, Mali
Cost1,530,443 1,516,134 
Accumulated depreciation and depletion(455,617)(416,559)
1,074,826 1,099,575 
Masbate Mine, Philippines  
Cost1,046,977 1,046,577 
Accumulated depreciation and depletion(384,046)(361,438)
 662,931 685,139 
Otjikoto Mine, Namibia  
Cost712,562 696,956 
Accumulated depreciation and depletion(381,211)(371,138)
 331,351 325,818 
Exploration and evaluation properties (pre-depletable)  
Gramalote, Colombia, net of impairment98,987 95,435 
Kiaka, Burkina Faso82,409 80,927 
Anaconda Regional, Mali30,230 28,991 
Ondundu, Namibia10,761 10,701 
Mocoa Royalty, Colombia10,230 10,230 
Finland Properties, Finland9,208 9,034 
Bantako Nord, Mali7,613 6,191 
Uzbekistan Properties, Uzbekistan4,795 4,131 
Other2,207 6,688 
 256,440 252,328 
Corporate & other  
Office, furniture and equipment, net26,053 24,160 
 2,351,601 2,387,020 
Investments in associates (accounted for using the equity method)  
Calibre, Nicaragua81,301 76,235 
 2,432,902 2,463,255 
Anaconda Regional

The Company’s Malian subsidiary, Menankoto SARL (“Menankoto”) applied for a renewal of the Menankoto Permit in early February 2021 but was subsequently advised in early March 2021 that the permit had been granted to a third party. The Company believes that the grant of the exploration permit covering the perimeter of the Menankoto Permit to a third party is contrary to Menankoto’s legal rights under both the 2012 Malian Mining Code and the 2019 Malian Mining Code. Discussions with the Government of Mali continue to advance to resolve the issue. The Company strongly believes that Menankoto is entitled to a renewal of the Menankoto Permit under applicable law and in the event discussions with the Government are unsuccessful, the Company intends to pursue all available legal remedies to resolve this issue.

As at March 31, 2021, the Company considered the non-renewal of the Menankoto Permit to be an indicator of impairment for its Anaconda Regional Property which had a carrying value of $30 million. The Company conducted an impairment analysis whereby the carrying value of the Menankoto Permit was compared to an estimate of its recoverable amount which was determined to be its fair value less costs of disposal (“FVLCD”). FVLCD was determined based on the weighted-average probabilities of successful return of the Menankoto Permit through available legal remedies applied to a value of the property based on recent market transactions. The Company’s analysis concluded that the carrying value of the Anaconda Regional exploration property was not impaired at March 31, 2021.
4
B2GOLD CORP.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three months ended March 31, 2021
(All tabular amounts are in thousands of United States dollars unless otherwise stated)
(Unaudited)
Other - Kronk

On February 17, 2021, the Company's subsidiary Kronk Resources Inc. ("Kronk") entered into an agreement with BeMetals Corp. ("BeMetals") for the sale of Kronk's outstanding common shares. In exchange for its interest in Kronk, the Company will receive 16 million shares of BeMetals. As a result of the transaction, the carrying value of Company's interest in Kronk of $5 million has been classified as an asset held for sale on the Condensed Interim Consolidated Balance Sheet at March 31, 2021. Subsequent to March 31, 2021 on April 26, 2021 the transaction closed and the Company received 16 million shares in BeMetals valued at $5 million.

Subsequent to March 31, 2021, in connection with the transaction, the Company purchased approximately 17 million shares of BeMetals valued at Cdn. $0.44 per share for a total of $6 million by way of a non-brokered private placement.

Toega

On April 28, 2020, the Company and its 10% partner GAMS-Mining F&I Ltd ("GAMS") entered into a definitive agreement with West African Resources Limited ("West African") for the sale of the Toega property located in Burkina Faso. As a result of the transaction, the Company's $9 million share of the non-refundable cash payment was credited to the carrying value of the mineral property and the remaining value of the Toega property of $12 million has been classified as an asset held for sale on the Condensed Interim Consolidated Balance Sheet at March 31, 2021 and December 31, 2020.

7 Other assets
 March 31, 2021December 31, 2020
 $$
Low-grade stockpile30,553 28,322 
Reclamation deposits19,975 19,099 
Debt service reserve accounts (Note 8)
9,417 9,805 
Long-term investments7,294 9,354 
Deferred financing costs4,893 5,449 
Other4,946 4,467 
 77,078 76,496 

8 Long-term debt
 March 31, 2021December 31, 2020
 $$
Equipment loans and lease obligations:  
Fekola equipment loan facilities (net of unamortized transaction costs)62,271 71,261 
Masbate equipment loan facility (net of unamortized transaction costs)6,407 7,254 
Lease liabilities31,467 31,507 
 100,145 110,022 
Less: current portion(33,120)(34,111)
 67,025 75,911 
5
B2GOLD CORP.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three months ended March 31, 2021
(All tabular amounts are in thousands of United States dollars unless otherwise stated)
(Unaudited)

The changes in debt balances during the three months ended March 31, 2021 are as follows:
 Equipment loansLease liabilitiesTotal
 $$$
Balance at December 31, 202078,515 31,507 110,022 
Lease liabilities incurred— 133 133 
Debt repayments(7,227)(735)(7,962)
Foreign exchange (gains) losses(2,785)318 (2,467)
Non-cash interest and financing expense175 244 419 
Balance at March 31, 202168,678 31,467 100,145 
Less current portion(28,772)(4,348)(33,120)
39,906 27,119 67,025 

Revolving credit facility

The Company has a revolving credit facility ("RCF") with a syndicate of international banks for an aggregate amount of $600 million. The RCF also allows for an accordion feature whereby upon receipt of additional binding commitments, the facility may be increased to $800 million any time prior to the maturity date of May 9, 2023. As at March 31, 2021, the Company had available undrawn capacity of $600 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 March 31, 2021, the Company was in compliance with these debt covenants.

Fekola equipment loan facilities

For the first Fekola equipment facility, the Company is required to maintain a deposit in a debt service reserve account (“DSRA”) equal at all times to the total of the principal, interest and other payments that become payable over the next six month period. At March 31, 2021, the balance in the DSRA was Euro 8 million ($9 million equivalent). There is no requirement to maintain a DSRA for the second Fekola equipment facility.

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, 2021, the Company had 1,051,697,473 common shares outstanding, including 1,705,000 common shares being held in trust under the Company’s Incentive Plan. No preferred shares were outstanding.

On March 16, 2021, the Company paid a dividend of $0.04 per share totaling $42 million. On March 23, 2020, the Company paid a dividend of $0.01 per share totaling $10 million.

For the three months ended March 31, 2021, share-based payments expense relating to the vesting of stock options, was $1 million (2020 - $2 million). For the three months ended March 31, 2021, the Company issued 1 million shares for proceeds of $1 million upon the exercise of stock options. The weighted average market price of the shares at the time of exercise was Cdn. $6.49. As at March 31, 2021, 16 million stock options were outstanding.

For the three months ended March 31, 2021, share-based payments expense relating to the vesting of restricted share units ("RSUs") was $1 million (2020 - $2 million). As at March 31, 2021, 4 million RSUs were outstanding.

For the three months ended March 31, 2021, share-based payments expense relating to the vesting of performance share units ("PSUs") was $1 million (2020 - $0 million). As at March 31, 2021, 2 million PSUs were outstanding.


6
B2GOLD CORP.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three months ended March 31, 2021
(All tabular amounts are in thousands of United States dollars unless otherwise stated)
(Unaudited)
Earnings per share

The following is the calculation of net income and diluted net income attributable to shareholders of the Company for the period:
 For the three
months ended
March 31, 2021		For the three
months ended
March 31, 2020
Net income and diluted net income (attributable to shareholders of the Company)$91,555 $72,287 

The following is the calculation of diluted weighted average number of common shares outstanding for the period:
 For the three
months ended
March 31, 2021		For the three
months ended
March 31, 2020
Basic weighted average number of common shares outstanding (in thousands)
1,051,544 1,035,032 
Effect of dilutive securities:  
Stock options6,747 10,922 
Restricted share units2,190 1,727 
Performance share units1,525 262 
Diluted weighted average number of common shares outstanding (in thousands)
1,062,006 1,047,943 

The following is the basic and diluted earnings per share:
 For the three
months ended
March 31, 2021		For the three
months ended
March 31, 2020
Earnings per share (attributable to shareholders of the Company)
Basic$0.09 $0.07 
Diluted$0.09 $0.07 

10 Non-controlling interest

The following is a continuity schedule of the Company's non-controlling interests:
FekolaMasbateOtjikotoOtherTotal
$$$$$
Balance at December 31, 202051,992 16,302 20,727 (447)88,574 
Share of net income6,004 22 780 471 7,277 
Distributions to non-controlling interest— — (2,000)— (2,000)
Purchase of non-controlling interest— — — 1,099 1,099 
Interest on loan to non-controlling interest(785)— — — (785)
Other— — 19 — 19 
Balance at March 31, 202157,211 16,324 19,526 1,123 94,184 

11 Derivative financial instruments

Fuel derivatives

During the three months ended March 31, 2021, the Company entered into additional forward contracts for the purchase of 13,871,000 litres of fuel oil and 12,449,000 litres of gas oil with settlements scheduled between February 2022 and April 2023. These derivative instruments were not designated as hedges by the Company and are being recorded at fair value through profit and loss ("FVTPL").
7
B2GOLD CORP.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three months ended March 31, 2021
(All tabular amounts are in thousands of United States dollars unless otherwise stated)
(Unaudited)

The following is a summary, by maturity dates, of the Company’s fuel derivatives contracts outstanding as at March 31, 2021:
 202120222023Total
Forward – fuel oil:   
Litres (thousands)35,285 36,976 9,147 81,408 
Average strike price$0.26 $0.29 $0.32 $0.28 
Forward – gas oil:   
Litres (thousands)33,603 33,780 8,657 76,040 
Average strike price$0.32 $0.36 $0.41 $0.35 
Collars - fuel oil:
Litres (thousand)7,067 — — 7,067 
Average ceiling price$0.26 $— $— $0.26 
Average floor price$0.39 $— $— $0.39 
Collars - gas oil:
Litres (thousand)5,008 — — 5,008 
Average ceiling price$0.40 $— $— $0.40 
Average floor price$0.57 $— $— $0.57 

The unrealized fair value of these contracts at March 31, 2021 was $11 million.

Interest rate swaps

On January 24, 2019, the Company entered into a series of interest swaps with a notional amount of $125 million with settlements scheduled between April 2019 and July 2021. Under these contracts, the Company receives a floating rate equal to the 3 month United States dollar LIBOR rate and pays a fixed rate of between 2.36% and 2.67%. These derivative instruments were not designated as hedges by the Company and are being recorded at FVTPL. The unrealized fair value of these contracts at March 31, 2021 was $(1) million.

12 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 March 31, 2021, 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, 2021As at December 31, 2020
 Level 1Level 2Level 1Level 2
 $$$$
Long-term investments (Note 7)
7,294 — 9,354 — 
Fuel derivative contracts (Note 11)
— 11,141 — 4,600 
Interest rate swaps (Note 11)
— (1,350)— (2,059)

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.
8
B2GOLD CORP.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three months ended March 31, 2021
(All tabular amounts are in thousands of United States dollars unless otherwise stated)
(Unaudited)

The fair value of the Company's fuel derivative contracts and interest rate swaps were determined using prevailing market rates for instruments with similar characteristics.

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.

13 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
March 31, 2021		For the three
months ended
March 31, 2020
 $$
Income from operations before taxes154,991 159,887 
Canadian federal and provincial income tax rates27.00 %27.00 %
Income tax expense at statutory rates41,848 43,169 
Increase (decrease) attributable to:  
Effects of different foreign statutory tax rates6,104 7,823 
Change in income tax rates(20,144)— 
Future withholding tax14,831 — 
Non-deductible expenditures6,111 7,759 
Use of losses and temporary differences not previously recognised(2,830)— 
Losses for which no tax benefit has been recorded145 5,652 
Benefit of optional tax deductions(4,507)(2,940)
Withholding tax702 1,658 
Change due to foreign exchange14,198 14,980 
Non-taxable portion of gains(684)(864)
Amounts under (over) provided in prior years385 (358)
Income tax expense56,159 76,879 
Current income tax, withholding and other taxes41,126 63,470 
Deferred income tax expense15,033 13,409 
Income tax expense56,159 76,879 

Included in current income tax expense for the three months ended March 31, 2021 is $8 million (2020 - $10 million) related to the State of Mali's 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.

9
B2GOLD CORP.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three months ended March 31, 2021
(All tabular amounts are in thousands of United States dollars unless otherwise stated)
(Unaudited)
14 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
March 31, 2021		For the three
months ended
March 31, 2020
 $$
Depreciation and depletion66,727 70,612 
Interest and financing expense1,473 3,724 
Share-based payments (Note 9)
1,166 3,647 
Unrealized (gain) loss on derivative instruments(7,251)10,848 
Deferred income tax expense (Note 13)
15,033 13,409 
Share of net income of associate(5,066)(6,400)
Other3,117 8,689 
 75,199 104,529 

Changes in non-cash working capital:
 For the three
months ended
March 31, 2021		For the three
months ended
March 31, 2020
 $$
Accounts receivable and prepaids(3,817)862 
Value-added and other tax receivables(15,934)464 
Inventories(11,819)(8,687)
Accounts payable and accrued liabilities(4,378)(3,266)
Current income and other taxes payable11,082 42,370 
 (24,866)31,743 

Other exploration and development:
 For the three
months ended
March 31, 2021		For the three
months ended
March 31, 2020
 $$
Fekola Mine, exploration(3,087)(870)
Masbate Mine, exploration(1,086)(1,617)
Otjikoto Mine, exploration(476)(372)
Anaconda Regional, exploration(1,216)(1,330)
Kiaka Project, exploration(1,477)(495)
Ondundu Project, exploration(59)(183)
Finland Properties, exploration(174)(374)
Bantako Nord, exploration(1,515)(1,524)
Uzbekistan Properties, exploration(664)(645)
Other(417)(1,954)
(10,171)(9,364)
10
B2GOLD CORP.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three months ended March 31, 2021
(All tabular amounts are in thousands of United States dollars unless otherwise stated)
(Unaudited)
Non-cash investing and financing activities:
 For the three
months ended
March 31, 2021		For the three
months ended
March 31, 2020
 $$
Interest on loan to non-controlling interest924 933 
Share-based payments, capitalized to mineral property interests25 158 
Change in current liabilities relating to mineral property expenditures(1,208)1,080 
Foreign exchange gain on Fekola equipment loan facilities2,784 864 

For the three months ended March 31, 2021, the Company paid $22 million of current income tax, withholding and other taxes in cash (2020 - $14 million).

15 Segmented information

The Company’s reportable operating segments for 2021 include its mining operations, namely the Fekola, Masbate and Otjikoto mines. The “Other Mineral Properties” segment consists of the Company’s interests in mineral properties which are at various stages of exploration and development, including the Company's interests in the Gramalote Project and Calibre. 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, 2021
Fekola
Mine		Masbate
Mine		Otjikoto
Mine		Other
Mineral
Properties		Corporate
& Other		Total
$$$$$$
External gold revenue215,740 98,455 48,107 — — 362,302 
Production costs57,611 31,985 22,036 — — 111,632 
Depreciation & depletion36,025 20,215 10,487 14 547 67,288 
Net income (loss)44,621 44,339 6,717 4,627 (1,472)98,832 
Capital expenditures20,483 7,650 19,351 8,989 1,515 57,988 
Total assets1,447,173 822,823 454,574 369,153 307,531 3,401,254 

For the three months ended March 31, 2020
Fekola
Mine		Masbate
Mine		Otjikoto
Mine		Other
Mineral
Properties		Corporate
& Other		Total
$$$$$$
External gold revenue239,626 74,414 66,258 — — 380,298 
Production costs43,101 31,010 17,445 — — 91,556 
Depreciation & depletion39,215 12,558 18,839 — 254 70,866 
Net income (loss)85,409 19,216 1,102 5,675 (28,394)83,008 
Capital expenditures75,003 6,378 12,104 19,183 40 112,708 
Total assets1,317,874 655,297 444,917 327,067 71,274 2,816,429 


11
B2GOLD CORP.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three months ended March 31, 2021
(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, 2021December 31, 2020
$$
Mining interests
Mali1,112,781 1,134,868 
Philippines662,931 685,139 
Namibia342,443 336,897 
Colombia109,217 105,665 
Burkina Faso82,904 81,382 
Nicaragua81,301 76,235 
Canada26,053 24,160 
Finland9,208 9,034 
Other6,064 9,875 
 2,432,902 2,463,255 


16 Commitments

As at March 31, 2021, the Company had the following commitments (in addition to those disclosed elsewhere in these financial statements):
•For payments at the Fekola Mine of $5 million for major overhauls, $1 million related to the solar plant and $3 million for other capital projects, all of which is expected to be incurred in 2021.
•For payments at the Masbate Mine of $1 million related to tailings facility upgrades and $1 million for access to new areas in the mine plan, all of which is expected to be incurred in 2021.
•For payments of $51 million for the Wolfshag underground project at the Otjikoto Mine, of which $15 million is expected to be incurred in 2021 and $36 million is expected to be incurred in 2022.
•For payments at the Gramalote Project of $2 million for the Company's share of development costs all of which is expected to be incurred in 2021.
12
B2GOLD CORP.
MINING INTERESTS SCHEDULE (NOTE 17)
For the three months ended March 31, 2021
(All tabular amounts are in thousands of United States dollars)
(Unaudited)

 CostAccumulated depreciationNet carrying value
Balance at Dec. 31, 2020Additions
Disposals
Reclass / Mine restoration movementsBalance at Mar. 31, 2021Balance at Dec. 31, 2020Depreciation
Disposals
Balance at Mar. 31, 2021Balance at Mar. 31, 2021Balance at Dec. 31, 2020
 $$$$$$$$$$$
Property, plant and equipment (depletable)
Fekola1,516,134 20,402 (2,624)(3,469)1,530,443 (416,559)(39,584)526 (455,617)1,074,826 1,099,575 
Masbate1,046,577 6,744 — (6,344)1,046,977 (361,438)(22,608)— (384,046)662,931 685,139 
   Otjikoto696,956 18,322 (58)(2,658)712,562 (371,138)(10,122)49 (381,211)331,351 325,818 
 3,259,667 45,468 (2,682)(12,471)3,289,982 (1,149,135)(72,314)575 (1,220,874)2,069,108 2,110,532 
Exploration & evaluation properties (pre-depletable)
Gramalote95,435 3,552 — — 98,987 — — — — 98,987 95,435 
   Kiaka80,927 1,482 — — 82,409 — — — — 82,409 80,927 
Anaconda Regional28,991 1,239 — — 30,230 — — — — 30,230 28,991 
Ondundu10,701 60 — — 10,761 — — — — 10,761 10,701 
Mocoa Royalty10,230 — — — 10,230 — — — — 10,230 10,230 
Finland9,034 174 — — 9,208 — — — — 9,208 9,034 
Bantako Nord6,191 1,422 — — 7,613 — — — — 7,613 6,191 
Uzbekistan4,131 664 — — 4,795 — — — — 4,795 4,131 
   Other6,688 413 — (4,894)2,207 — — — — 2,207 6,688 
 252,328 9,006 — (4,894)256,440 — — — — 256,440 252,328 
Corporate
Office, furniture & equipment28,394 2,440 — — 30,834 (4,234)(547)— (4,781)26,053 24,160 
 3,540,389 56,914 (2,682)(17,365)3,577,256 (1,153,369)(72,861)575 (1,225,655)2,351,601 2,387,020 
Investments in associates (accounted for using the equity method)
Calibre76,235 5,066 — — 81,301 — — — — 81,301 76,235 
 3,616,624 61,980 (2,682)(17,365)3,658,557 (1,153,369)(72,861)575 (1,225,655)2,432,902 2,463,255 

13
B2GOLD CORP.
MINING INTERESTS SCHEDULE (NOTE 17)
For the year ended December 31, 2020
(All tabular amounts are in thousands of United States dollars)
(Unaudited)
 CostAccumulated depreciationNet carrying value
Balance at Dec. 31, 2019Additions
Disposals / write-offs
Reclass / impairment reversal / Mine restoration movementsBalance at Dec. 31, 2020Balance at Dec. 31, 2019Depreciation
Disposals/ write-offs
Balance at Dec. 31, 2020Balance at Dec. 31, 2020Balance at Dec. 31, 2019
 $$$$$$$$$$$
Property, plant and equipment (depletable)
Fekola1,322,865 192,924 (7,271)7,616 1,516,134 (258,580)(164,898)6,919 (416,559)1,099,575 1,064,285 
   Masbate815,418 42,559 (629)189,229 1,046,577 (295,616)(66,347)525 (361,438)685,139 519,802 
   Otjikoto638,664 73,605 (20,016)4,703 696,956 (323,152)(67,304)19,318 (371,138)325,818 315,512 
 2,776,947 309,088 (27,916)201,548 3,259,667 (877,348)(298,549)26,762 (1,149,135)2,110,532 1,899,599 
Exploration & evaluation properties (pre-depletable)
Gramalote— 7,903 — 87,532 95,435 — — — — 95,435 — 
   Kiaka76,807 4,120 — — 80,927 — — — — 80,927 76,807 
Anaconda Regional25,450 3,541 — — 28,991 — — — — 28,991 25,450 
Ondundu9,778 923 — — 10,701 — — — — 10,701 9,778 
Mocoa Royalty10,230 — — — 10,230 — — — — 10,230 10,230 
Finland6,697 2,337 — — 9,034 — — — — 9,034 6,697 
Bantako Nord1,689 4,502 — — 6,191 — — — — 6,191 1,689 
Uzbekistan2,164 1,967 — — 4,131 — — — — 4,131 2,164 
   Other12,157 5,884 (11,353)— 6,688 — — — — 6,688 12,157 
 144,972 31,177 (11,353)87,532 252,328 — — — — 252,328 144,972 
Corporate
   Office, furniture & equipment4,971 23,423 — — 28,394 (2,811)(1,423)— (4,234)24,160 2,160 
 2,926,890 363,688 (39,269)289,080 3,540,389 (880,159)(299,972)26,762 (1,153,369)2,387,020 2,046,731 
Investments in joint ventures and associates (accounted for using the equity method)
   Gramalote77,265 13,124 — (90,389)— — — — — — 77,265 
Calibre53,471 22,764 — — 76,235 — — — — 76,235 53,471 
130,736 35,888 — (90,389)76,235 — — — — 76,235 130,736 
 3,057,626 399,576 (39,269)198,691 3,616,624 (880,159)(299,972)26,762 (1,153,369)2,463,255 2,177,467 

14