B2Gold Completes Offering of Convertible Senior Subordinated Notes

B2Gold Corporation completed its offering of US$258.75 million in aggregate principal amount of 3.25 per cent convertible senior subordinated notes due October 1, 2018.

The notes were offered in the United States and all provinces in Canada by a syndicate of initial purchasers led by J.P. Morgan Securities LLC, and BMO Capital Markets Corp., as joint book-running managers, by way of a private placement under applicable securities laws.

The proceeds from the offering will be used for general corporate purposes.

B2Gold was represented in-house by Roger Richer. External representation was provided in Canada by Lawson Lundell LLP with a team that included Anthony Ryan, Randall Chatwin, Michael Lee, David Snarch and Aaron Lightman (corporate and securities); Len Glass (tax) and Mandeep Dhaliwal (banking). Further representation was provided in the US by Dorsey & Whitney LLP with a team that included Chris Doerksen, Randal Jones, Clint Foss, Jeff Christensen and Paul Thompson (corporate and securities); Betsy Sanders Parker (banking), John Hollinrake (tax), Tom Ryan and Tiffanie Pearson (corporate and securities).

The initial purchasers were represented in the US by Simpson Thacher & Bartlett LLP with a team that included Ryan Bekkerus, Roxane Reardon, Xavier Kowalski, Sunny Cheong and Shannon Itoyama (capital markets); Rob Holo, Marcy Geller and Michael Cardella (tax); and Michael Isby (environmental), Jamin Koslowe (executive compensation and employee benefits) and Andrew Pagliughi (blue sky).

The initial purchasers were represented in Canada by Blake Cassels & Graydon LLP with a team that included Jeff Lloyd, Tim Andison, John Wilkin, Michael Smith, Jeffrey Trossman and Josh Jones.

Lawyer(s)

Aaron D. Lightman Josh Jones Anthony W. Ryan John Wilkin Michael Smith Jeffrey C. Trossman Leonard A. Glass Jeffrey R. Lloyd Michael L. Lee Roger T. Richer Mandeep Dhaliwal Randall C. Chatwin Tim Andison

Firm(s)

Lawson Lundell LLP Dorsey & Whitney LLP Simpson Thacher & Bartlett LLP Blake, Cassels & Graydon LLP