At a nice premium to the market. SMF

2013-08-20 05:22 ET - News Release

Mr. Clive Johnson reports

B2GOLD CORP. PRICES PRIVATE OFFERING OF US$225 MILLION OF CONVERTIBLE SENIOR SUBORDINATED NOTES

B2Gold Corp. has priced its previously announced offering of $225-million (U.S.) principal amount of convertible senior subordinated notes due 2018 to qualified institutional buyers in accordance with the Rule 144A under the U.S. Securities Act of 1933, as amended. The notes will be issued at 100 per cent of principal amount.

B2Gold has granted the initial purchasers of the notes a 30-day option to purchase up to an additional $33.75-million (U.S.) principal amount of notes to cover overallotments, if any.

The notes will bear cash interest payable semi-annually in arrears at a rate of 3.25 per cent per year. The initial conversion rate for the notes will be 254.2912 B2Gold common shares per $1,000 (U.S.) principal amount of notes (subject to adjustment in certain events), equivalent to an initial conversion price of approximately $3.93 (U.S.) per B2Gold common share. The initial conversion price represents a premium of approximately 37.5 per cent relative to the last reported closing sale price of B2Gold common shares on the NYSE-MKT on Aug. 19, 2013. Upon conversion, B2Gold may elect to settle the notes by paying or delivering, as the case may be, B2Gold common shares or, subject to the satisfaction of certain conditions, cash or a combination of cash and B2Gold common shares.

The offering is expected to close on or about Aug. 23, 2013, subject to customary closing conditions. The company intends to use the net proceeds from the sale of the notes for general corporate purposes.