B2Gold Completes the Sale of Nicaragua Assets to Calibre Mining Corp.

VANCOUVER, Oct. 15, 2019 /PRNewswire/ – B2Gold Corp. (TSX: BTO, NYSE AMERICAN: BTG, NSX: B2G) (“B2Gold” or the “Company“) announces today that it has completed the sale of El Limon and La Libertad Gold Mines, the Pavon Gold Project and additional mineral concessions in Nicaragua (collectively, the “Nicaragua Assets“) to Calibre Mining Corp. (“Calibre“) for aggregate consideration of US$100 million (the “Transaction“), subject to adjustment for working capital under the share purchase agreement for the Transaction. Pursuant to the terms of the Transaction, B2Gold received on closing an aggregate of 87,986,666 common shares of Calibre (“Calibre Shares“), representing approximately 28.35% of the issued and outstanding Calibre Shares on closing, US$40 million in cash, a US$10 million convertible debenture (the “Debenture“), and will receive an additional cash payment of US$10 million on October 15, 2020 (the “Additional Payment“) (which Additional Payment may at B2Gold’s option be settled in Calibre Shares based on the five-day volume weighted average price of Calibre Shares at the time of such payment and provided it does not result in B2Gold holding over 31% of the issued and outstanding Calibre Shares). The principal amount owing under the Debenture will bear interest at 2% and will be payable in cash on October 15, 2021, and is convertible at a rate of CDN$0.75 per Calibre Share. The Debenture will be a direct, unsecured obligation of Calibre, ranking equally with all other existing and future unsecured indebtedness of Calibre and will be a non-voting security.