B2Gold arranges $100-million (U.S.) at-market offering
2016-08-11 17:46 ET - News Release
Mr. Clive Johnson reports
B2GOLD CORP. ANNOUNCES AT-THE-MARKET OFFERING OF UP TO US$100 MILLION
B2Gold Corp. has entered into an equity distribution agreement dated Aug. 11, 2016, with Canaccord Genuity Corp. and Canaccord Genuity Inc., and HSBC Securities (Canada) Inc. and HSBC Securities (USA) Inc. Under the equity distribution agreement, the company will be entitled, at its discretion and from time to time during the term of the equity distribution agreement, to sell, through the agents, such number of common shares of the company, having an aggregate gross offering price of up to $100-million (U.S.). Sales of common shares will be made through at-the-market distributions as defined in National Instrument 44-102, on the NYSE MKT LLC, the Toronto Stock Exchange, or on any other existing trading market for the common shares in the United States or Canada. The common shares will be distributed either at the market prices prevailing at the time of the sale or at prices to be negotiated with purchasers. As a result, prices may vary as between purchasers and during the period of distribution.
The company has filed a prospectus supplement dated Aug. 11, 2016, to the company's existing U.S. shelf registration statement on Form F-10 and Canadian short form base shelf prospectus, each dated Jan. 11, 2016. The Canadian prospectus supplement (together with the base shelf prospectus) is available on SEDAR, maintained by the Canadian Securities Administrators. The U.S. prospectus supplement (together with the related U.S. base shelf prospectus and the registration statement) is available on the SEC's website. Alternatively, the agents will send the Canadian or U.S. prospectus supplement (together with the applicable base shelf prospectus) upon request by contacting Canaccord, at 161 Bay St., Suite 3000, PO box 516, Toronto, Ont., Canada, M5J 2S1, attention syndication, by phone at 1-416-869-7368 or by e-mail, or HSBC, at 452 5th Ave., New York, N.Y., USA, 10018, attention prospectus department, by phone at toll-free 877-429-7459 or by e-mail.
The company intends to use the net proceeds of the offering, if any, to finance continuing general corporate expenditures, discretionary capital programs, accelerated exploration at the Fekola project in Mali, and exploration and feasibility work at the Kiaka project in Burkina Faso.
The company will pay the agents a placement fee for the common shares sold under the equity distribution agreement equal to 2 per cent of the gross proceeds from each placement.
The TSX has conditionally approved the listing of the common shares offered hereunder, subject to the company fulfilling all of the listing requirements of the TSX. The NYSE MKT has approved the listing of the common shares offered hereunder.
To the extent certain insiders of the company, including existing shareholders holding 10 per cent or more of the company's outstanding common shares, purchase common shares under the offering, such purchases would constitute a related-party transaction under Multilateral Instrument 61-101, protection of minority shareholders in special transactions. Although the extent of any such purchases is not known at this time, the potential participation by insiders in the offering would be exempt from the requirements to obtain a formal valuation report and minority shareholder approval under sections 5.5(a) and 5.7(1)(a) of MI 61-101, as the fair market value of the entire offering represents less than 25 per cent of the company's market capitalization.
We seek Safe Harbor.
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