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

VANCOUVER, Oct. 15, 2019 /CNW/ - 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$0.75per 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. 

"We are pleased to join forces with Calibre in Nicaragua to continue our legacy of ten years of responsible exploration, development and gold production. We are pleased to become Calibre's largest shareholder and through our roles on their Advisory Board and Board of Directors, we look forward to assisting Calibre's experienced executive team and the combined B2Gold/Calibre management team in Nicaragua," said Clive Johnson, B2Gold's President and Chief Executive Officer.

Concurrently with the closing, Calibre and B2Gold entered into an investor rights agreement which provides, among other things, that for so long as B2Gold holds at least 10% of the issued and outstanding Calibre Shares, it will have pro rata participation rights and piggyback registration rights. Further, until such time as B2Gold no longer holds 10% or more of the issued and outstanding Calibre Shares, B2Gold must give Calibre prior written notice of its intention to sell more than 1% of the then issued and outstanding Calibre Shares in any 30-day period. Upon receipt of such notice, Calibre will have five business days to designate the purchase of all or any portion of such shares, failing which, B2Gold will have the right to sell any remaining shares for an additional 30 days. Additionally, for so long as B2Gold holds at least 5% of the issued and outstanding Calibre Shares, it has the right to nominate one director to the Calibre board of directors, with the initial B2Gold nominee being Dale Craig, Vice President, Operations. 

Immediately prior to closing of the Transaction, B2Gold held 5,345,000 Calibre Shares, representing approximately 11.9% of the issued and outstanding Calibre Shares. As a result of closing the Transaction (including prior to the completion of Calibre's subscription receipt private placement financing), B2Gold now holds 93,331,666 Calibre Shares, representing approximately 30.08% of the total issued and outstanding Calibre Shares, calculated as at today (not taking into account any Calibre Shares that may be issuable on the conversion of the Debenture or the Additional Payment). For further details of the Transaction, please refer to Calibre's management information circular dated August 30, 2019, as supplemented on October 4, 2019, and available for viewing under Calibre's SEDAR profile at www.sedar.com. 

B2Gold acquired the Calibre Shares for investment purposes and such shares were acquired pursuant to the Transaction upon the terms and conditions of the share purchase agreement with Calibre. In the future, the Company will evaluate its investment in Calibre from time to time and may, based on such evaluation, market conditions and other circumstances, increase or decrease shareholdings as circumstances require through market transactions, private agreements, or otherwise. A copy of the early warning report filed by B2Gold in connection with the acquisition of common shares will be available on Calibre's SEDAR profile. In order to obtain a copy of the early warning report, please contact the Corporate Secretary of the Company at telephone number: +1-604-681-8371. The Company's head office is located at Suite 3100, Three Bentall Centre, 595 Burrard Street, Vancouver, British Columbia, V7X 1J1, Canada. 

On Behalf of B2GOLD CORP.

"Clive T. Johnson" 
President and Chief Executive Officer 

For more information on B2Gold, please visit the Company website at www.b2gold.com or contact: