For the three and nine months ended September 30, 2025
(Unaudited)
B2GOLD CORP.
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30
(Expressed in thousands of United States dollars, except per share amounts)
(Unaudited)
For the three months ended Sept. 30, 2025
For the three months ended Sept. 30, 2024
For the nine months ended Sept. 30, 2025
For the nine months ended Sept. 30, 2024
Gold revenue
$
782,948
$
448,229
$
2,007,261
$
1,402,242
Cost of sales
Production costs
(195,154)
(192,408)
(517,511)
(500,452)
Depreciation and depletion
(104,665)
(88,051)
(296,927)
(273,505)
Royalties and production taxes
(92,784)
(32,929)
(213,291)
(96,045)
Total cost of sales
(392,603)
(313,388)
(1,027,729)
(870,002)
Gross profit
390,345
134,841
979,532
532,240
General and administrative
(15,249)
(13,283)
(42,834)
(40,389)
Share-based payments
(6,966)
(5,069)
(20,969)
(14,815)
Non-recoverable input taxes
(380)
(3,353)
(12,657)
(10,352)
Write-down of mining interests (Note 7)
—
—
(5,118)
(636)
Foreign exchange (losses) gains
(15,252)
5,893
4,743
(7,842)
Community relations
(11,021)
(855)
(12,579)
(1,786)
Share of net (loss) income of associates (Note 8)
(2,103)
(98)
(1,925)
4,581
Impairment of long-lived assets (Note 7)
—
(661,160)
—
(876,376)
Gain on sale of mining interests (Note 7)
—
7,453
—
56,115
Gain on sale of shares in associate (Note 8)
—
—
—
16,822
Other expense (Note 13)
(6,507)
(26,550)
(16,977)
(34,304)
Operating income (loss)
332,867
(562,181)
871,216
(376,742)
Losses on derivative instruments (Note 14)
(105,701)
(6,378)
(170,173)
(5,674)
Change in fair value of gold stream (Note 15)
(28,100)
(1,957)
(80,406)
(21,196)
Interest and financing expense (Note 10 and 16)
(4,730)
(6,966)
(15,307)
(24,002)
Interest income
3,035
4,011
9,120
17,137
Loss on dilution of associate (Note 8)
—
—
—
(8,984)
Other income
416
1,777
2,501
1,932
Income (loss) from operations before taxes
197,787
(571,694)
616,951
(417,529)
Current income tax, withholding and other taxes (Note 18)
(143,945)
(74,804)
(390,202)
(233,085)
Deferred income tax (expense) recovery (Note 18)
(30,719)
15,466
19,691
33,286
Net income (loss) for the period
$
23,123
$
(631,032)
$
246,440
$
(617,328)
Attributable to:
Shareholders of the Company
$
19,313
$
(633,757)
$
231,324
$
(618,010)
Non-controlling interests (Note 12)
3,810
2,725
15,116
682
Net income (loss) for the period
$
23,123
$
(631,032)
$
246,440
$
(617,328)
Earnings (loss) per share (attributable to shareholders of the Company) (Note 11)
Basic
$
0.01
$
(0.48)
$
0.18
$
(0.47)
Diluted
$
0.01
$
(0.48)
$
0.16
$
(0.47)
Weighted average number of common shares outstanding (in thousands) (Note 11)
Basic
1,324,279
1,310,994
1,321,491
1,307,134
Diluted
1,482,386
1,310,994
1,475,718
1,307,134
See accompanying notes to condensed interim consolidated financial statements.
B2GOLD CORP.
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30
(Expressed in thousands of United States dollars)
(Unaudited)
For the three months ended Sept. 30, 2025
For the three months ended Sept. 30, 2024
For the nine months ended Sept. 30, 2025
For the nine months ended Sept. 30, 2024
Net income (loss) for the period
$
23,123
$
(631,032)
$
246,440
$
(617,328)
Other comprehensive income
Items that will not be subsequently reclassified to net income:
Gain on long-term investments, net of deferred income tax (Note 6)
34,255
22,239
76,570
29,048
Other comprehensive income for the period
34,255
22,239
76,570
29,048
Total comprehensive income (loss) for the period
$
57,378
$
(608,793)
$
323,010
$
(588,280)
Other comprehensive income attributable to:
Shareholders of the Company
$
34,255
$
22,239
$
76,570
$
29,048
Non-controlling interests
—
—
—
—
$
34,255
$
22,239
$
76,570
$
29,048
Total comprehensive income (loss) attributable to:
Shareholders of the Company
$
53,568
$
(611,518)
$
307,894
$
(588,962)
Non-controlling interests
3,810
2,725
15,116
682
$
57,378
$
(608,793)
$
323,010
$
(588,280)
See accompanying notes to condensed interim consolidated financial statements.
B2GOLD CORP.
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30
(Expressed in thousands of United States dollars)
(Unaudited)
For the three months ended Sept. 30, 2025
For the three months ended Sept. 30, 2024
For the nine months ended Sept. 30, 2025
For the nine months ended Sept. 30, 2024
Operating activities
Net income (loss) for the period
$
23,123
$
(631,032)
$
246,440
$
(617,328)
Mine restoration provisions settled
(557)
(527)
(1,657)
(1,468)
Non-cash charges, net (Note 19)
301,427
749,620
624,120
1,134,534
Delivery into prepaid sales (Note 16)
(144,093)
—
(144,093)
—
Proceeds from prepaid sales (Note 16)
—
—
—
500,023
Changes in non-cash working capital (Note 19)
70,929
3,576
84,951
(54,148)
Changes in long-term inventory
(60,883)
(101,769)
(102,166)
(117,465)
Changes in long-term value added tax receivables
(18,556)
(35,967)
(102,336)
(87,088)
Cash provided (used) by operating activities
171,390
(16,099)
605,259
757,060
Financing activities
Proceeds from convertible senior unsecured notes, net of financing costs (Note 10)
—
—
445,913
—
Drawdown of revolving credit facility (Note 10)
200,000
200,000
200,000
200,000
Repayment of revolving credit facility (Note 10)
—
—
(400,000)
(150,000)
Equipment loan facility draw downs (Note 10)
4,439
—
16,743
—
Repayment of equipment loan facilities (Note 10)
(3,687)
(2,980)
(12,244)
(8,886)
Interest and commitment fees paid
(7,815)
(1,075)
(12,457)
(5,744)
Cash proceeds from stock option exercises (Note 11)
29,169
569
35,336
3,014
Repurchase of common shares (Note 11)
(9,849)
—
(9,849)
—
Dividends paid (Note 11)
(25,919)
(46,112)
(77,430)
(137,970)
Principal payments on lease arrangements (Note 10)
(5,479)
(2,797)
(16,892)
(5,385)
Distributions to non-controlling interests (Note 12)
(4,824)
(5,412)
(22,441)
(12,700)
Other
36
(512)
(4,235)
450
Cash provided (used) by financing activities
176,071
141,681
142,444
(117,221)
Investing activities
Expenditures on mining interests:
Fekola Mine
(55,113)
(64,464)
(172,495)
(198,205)
Masbate Mine
(9,916)
(5,192)
(35,148)
(20,229)
Otjikoto Mine
(4,391)
(609)
(12,707)
(26,128)
Goose Mine
(157,068)
(120,974)
(395,364)
(366,129)
Fekola Regional Properties
(5,579)
(3,992)
(13,752)
(13,417)
Gramalote Project
(11,531)
(3,357)
(23,475)
(10,227)
Other exploration (Note 19)
(15,738)
(18,752)
(35,212)
(39,164)
Redemption of short-term investments
8,465
—
31,009
—
Purchase of short-term investments
(14,625)
—
(25,551)
—
Funding of reclamation accounts
(1,806)
(2,290)
(8,254)
(4,995)
Purchase of shares in associate (Note 8)
—
(9,089)
(4,800)
(9,089)
Purchase of long-term investments (Note 6)
(10,052)
(664)
(13,178)
(6,916)
Cash proceeds on sale of investment in associate (Note 8)
—
—
—
100,302
Cash proceeds on sale of long-term investment
—
58,627
—
77,288
Other
(103)
7,411
(48)
5,575
Cash used by investing activities
(277,457)
(163,345)
(708,975)
(511,334)
Increase (decrease) in cash and cash equivalents
70,004
(37,763)
38,728
128,505
Effect of exchange rate changes on cash and cash equivalents
(11,267)
2,036
(8,471)
(4,287)
Cash and cash equivalents, beginning of period
308,491
466,840
336,971
306,895
Cash and cash equivalents, end of period
$
367,228
$
431,113
$
367,228
$
431,113
Supplementary cash flow information (Note 19)
See accompanying notes to condensed interim consolidated financial statements.
B2GOLD CORP.
CONDENSED INTERIM CONSOLIDATED BALANCE SHEETS
(Expressed in thousands of United States dollars)
(Unaudited)
As at September 30, 2025
As at December 31, 2024
Assets
Current
Cash and cash equivalents
$
367,228
$
336,971
Receivables, prepaids and other (Note 4)
54,177
41,059
Value-added and other tax receivables
50,522
46,173
Inventories (Note 5)
598,542
477,586
1,070,469
901,789
Long-term investments (Note 6)
178,415
76,717
Value-added tax receivables
322,840
244,147
Mining interests (Note 7)
3,766,734
3,291,435
Investments in associates (Note 8)
94,292
91,417
Long-term inventories (Note 5)
170,056
134,529
Other assets (Note 9)
73,242
73,964
Deferred income taxes
16,168
—
$
5,692,216
$
4,813,998
Liabilities
Current
Accounts payable and accrued liabilities
$
156,984
$
156,352
Current income and other taxes payable
242,686
103,557
Current portion of prepaid gold sales (Note 16)
423,399
272,781
Current portion of long-term debt (Note 10)
30,071
16,419
Current portion of derivative instruments (Note 14)
137,144
1,606
Current portion of gold stream obligation (Note 15)
17,000
6,900
Current portion of mine restoration provisions
6,140
7,170
Other current liabilities
22,147
15,902
1,035,571
580,687
Long-term debt (Note 10)
607,541
421,464
Gold stream obligation (Note 15)
229,551
159,525
Prepaid gold sales (Note 16)
—
265,329
Mine restoration provisions
158,045
140,541
Deferred income taxes
203,109
169,738
Derivative instruments (Note 14)
37,374
2,760
Employee benefits obligation
23,926
18,410
Other long-term liabilities
26,316
19,847
2,321,433
1,778,301
Equity
Shareholders’ equity
Share capital (Note 11)
3,560,342
3,510,271
Contributed surplus
155,397
91,184
Accumulated other comprehensive loss
(26,201)
(102,771)
Retained deficit
(364,460)
(515,619)
3,325,078
2,983,065
Non-controlling interests (Note 12)
45,705
52,632
3,370,783
3,035,697
$
5,692,216
$
4,813,998
Commitments (Note 21)
Approved by the Board
"Clive T. Johnson"
Director
"Lisa M. Pankratz"
Director
See accompanying notes to condensed interim consolidated financial statements.
B2GOLD CORP.
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
FOR THE NINE MONTHS ENDED SEPTEMBER 30
(Expressed in thousands of United States dollars)
(Unaudited)
2025
Shares (‘000’s)
Share capital
Contributed
surplus
Accumulated
other
comprehensive
loss
Retained deficit
Non-
controlling
interests
Total equity
Balance at December 31, 2024
1,318,041
$
3,510,271
$
91,184
$
(102,771)
$
(515,619)
$
52,632
$
3,035,697
Net income for the period
—
—
—
—
231,324
15,116
246,440
Dividends (Note 11)
501
1,798
779
—
(80,165)
—
(77,588)
Portion of convertible senior unsecured notes allocated to equity, net of deferred income tax (Note 10)
—
—
67,437
—
—
—
67,437
Gain on investments, net of deferred income tax (Note 6)
—
—
—
76,570
—
—
76,570
Shares issued on exercise of stock options
10,732
35,336
—
—
—
—
35,336
Shares pending issuance for exercise of stock options
1,025
3,770
3,770
Shares issued on vesting of RSUs
2,156
7,103
(7,103)
—
—
—
—
Normal Course Issuer Bid (Note 11)
(2,321)
(9,849)
(9,849)
Transactions with non-controlling interests
(Note 12)
—
—
—
—
—
(22,043)
(22,043)
Share-based payments
—
—
15,013
—
—
—
15,013
Transfer to share capital on exercise of stock options
—
11,913
(11,913)
—
—
—
—
Balance at September 30, 2025
1,330,134
$
3,560,342
$
155,397
$
(26,201)
$
(364,460)
$
45,705
$
3,370,783
2024
Shares (‘000’s)
Share capital
Contributed
surplus
Accumulated
other
comprehensive
loss
Retained (deficit) earnings
Non-
controlling
interests
Total equity
Balance at December 31, 2023
1,302,396
$
3,454,811
$
84,970
$
(125,256)
$
395,854
$
99,596
$
3,909,975
Net (loss) income for the period
—
—
—
—
(618,010)
682
(617,328)
Dividends (Note 11)
6,905
18,732
893
—
(157,873)
—
(138,248)
Gain on investments, net of deferred income tax
—
—
—
29,048
—
—
29,048
Shares issued on exercise of stock options
1,157
3,014
—
—
—
—
3,014
Shares issued on vesting of RSUs
1,547
6,565
(6,565)
—
—
—
—
Shares issued on vesting PSUs
946
7,604
(7,604)
—
Transactions with non-controlling interests
—
—
—
—
(62,676)
51,610
(11,066)
Share-based payments
—
—
13,685
—
—
—
13,685
Transfer to share capital on exercise of stock options
—
1,535
(1,535)
—
—
—
—
Balance at September 30, 2024
1,312,951
$
3,492,261
$
83,844
$
(96,208)
$
(442,705)
$
151,888
$
3,189,080
See accompanying notes to condensed interim consolidated financial statements.
B2GOLD CORP.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the nine months ended September 30, 2025
(All tabular amounts are in thousands of United States dollars unless otherwise stated)
(Unaudited)
1 Nature of operations
B2Gold Corp. (“B2Gold” or the “Company”) is a Vancouver-based gold producer with four operating mines: the Fekola Mine in Mali, the Masbate Mine in the Philippines, the Otjikoto Mine in Namibia and the Goose Mine in Canada. The Company determined that the Goose Mine achieved commercial production on October 2, 2025. The Company also owns the Gramalote Project in Colombia. The Company holds an approximately 33% interest in Versamet Royalties Corporation ("Versamet") and a portfolio of evaluation and exploration assets in a number of countries including Mali and Finland.
B2Gold is a public company which is listed on the Toronto Stock Exchange under the symbol “BTO”, the NYSE American LLC under the symbol “BTG” and the Namibian Stock Exchange under the symbol “B2G”. B2Gold’s head office is located at Suite 3400, Park Place, 666 Burrard Street, Vancouver, British Columbia, V6C 2X8.
2 Basis of preparation
These condensed interim consolidated financial statements have been prepared in accordance with International Accounting Standard 34, Interim Financial Reporting ("IAS 34"), as issued by the International Accounting Standards Board ("IASB"). These condensed interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2024, which have been prepared in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board ("IFRS").
These condensed interim consolidated financial statements follow the same accounting policies and methods of application as the most recent annual consolidated financial statements of the Company except as noted below.
These condensed consolidated interim financial statements were authorized for issue by the Board of Directors ("Board") on November 5, 2025.
Recent IFRS pronouncements issued
IFRS 18, Presentation and disclosure in financial statements
In April 2024, the IASB issued IFRS 18 Presentation and Disclosure in the Financial Statements (“IFRS 18”) replacing IAS 1 Presentation of Financial Statements. IFRS 18 introduces new requirements for presentation within the statement of operations, including specified totals and subtotals. IFRS 18 is effective for annual reporting periods beginning on or after January 1, 2027, and is to be applied retrospectively, with early adoption permitted. The Company is currently assessing the impact of the standard on its consolidated financial statements.
Amendments to IFRS 9 and IFRS 7
In May 2024, the IASB issued narrow scope amendments to IFRS 9 Financial Instruments and IFRS 7 Financial Instruments: Disclosures. The amendments include the clarification of the date of initial recognition or derecognition of financial liabilities, including financial liabilities that are settled in cash using an electronic payment system. The amendments are effective for annual periods beginning on or after January 1, 2026, with early application permitted. The Company is currently assessing the impact of the standard on its consolidated financial statements.
3 Significant accounting judgements and estimates
The preparation of these financial statements in conformity with IAS 34 requires judgements and estimates that affect the amounts reported. Those judgements and estimates concerning the future may differ from actual results. The following are the areas of accounting policy judgement and accounting estimates applied by management that most significantly affect the Company’s financial statements, including those areas of estimation uncertainty that could result in a material adjustment to the carrying amounts of assets and liabilities within the next financial year.
Areas of judgement
Assessment of impairment and reversal of impairment indicators for long-lived assets
The Company applies significant judgement in assessing whether there are indicators of impairment or impairment reversal present that give rise to the requirement to conduct an impairment test. Internal and external factors such as significant changes in the use of the asset, legal and permitting factors, future gold prices, operating and capital cost forecasts, quantities of mineral reserves and resources, and movements in market interest rates are used by management in determining whether there are any indicators.
1
B2GOLD CORP.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the nine months ended September 30, 2025
(All tabular amounts are in thousands of United States dollars unless otherwise stated)
(Unaudited)
Uncertain tax positions
The Company’s operations involve the application of complex tax regulations in multiple international jurisdictions. Determining the tax treatment of a transaction requires the Company to apply judgement in its interpretation of the applicable tax law. These positions are not final until accepted by the relevant tax authority. The tax treatment may change based on the result of assessments or audits by the tax authorities often years after the initial filing.
The Company recognizes and records potential liabilities for uncertain tax positions based on its assessment of the amount, or range of amounts of tax that will be due. The Company adjusts these accruals as new information becomes available. Due to the complexity and uncertainty associated with certain tax treatments, the ultimate resolution could result in a payment that is materially different from the Company’s current estimate of the tax liabilities.
Sources of estimation uncertainty
Fair value of financial instruments
The fair value of financial instruments that are not traded in an active market are determined using valuation techniques. In determining the fair value of the Company's gold collars and gold stream obligation (Notes 14, 15 and 17), the Company makes significant assumptions that are based on the underlying models and the market conditions existing at both initial recognition and the end of each reporting period.
Mineral reserve and resource estimates
Mineral reserves are estimates of the amount of ore that can be economically and legally extracted from the Company’s mining properties. The Company estimates its mineral reserves and mineral resources based on information compiled by appropriately qualified persons relating to the geological data on the size, depth and shape of the ore body, and requires complex geological judgements to interpret the data. The estimation of recoverable reserves is based upon factors such as estimates of foreign exchange rates, commodity prices, future capital requirements, metallurgical recoveries, permitting and production costs along with geological assumptions and judgements made in estimating the size, and grade of the ore body. Changes in the reserve or resource estimates may impact the carrying value of mining interests, mine restoration provisions, recognition of deferred tax assets, depreciation and amortization charges and royalties receivable.
Impairment of long-lived assets
Long-lived assets are tested for impairment, or reversal of a previous impairment, if there is an indicator of impairment or a subsequent reversal. Calculating the estimated recoverable amount of cash-generating units for long-lived asset requires management to make estimates and assumptions that include such factors as mineable mineralization including reserves and resources, future production levels, operating and capital costs, application of royalty, income tax and mining tax rates, future metal prices and discount rates. Changes in any of these assumptions or estimates used in determining the recoverable amount could impact the analysis. Such changes could be material.
Value-added tax receivables
The Company incurs indirect taxes, including value-added tax, on purchases of goods and services at its operating mines and development project. Indirect tax balances are recorded at their estimated recoverable amounts within current or long-term assets, net of provisions, and reflect the Company’s best estimate of their recoverability under existing tax rules in the respective jurisdictions in which they arise. Management’s assessment of recoverability considers the probable outcomes and expected timing of claimed deductions and/or disputes. The provisions and balance sheet classifications made to date may be subject to change and such change may be material.
Long-term value-added tax receivables as at September 30, 2025 included amounts for the Fekola Mine of $280 million (December 31, 2024 - $214 million), for the Masbate Mine of $23 million (December 31, 2024 – $13 million), and for the Gramalote Project of $20 million (December 31, 2024 - $17 million).
Current and deferred income taxes
The Company is periodically required to estimate the tax basis of assets and liabilities. Where applicable tax laws and regulations are either unclear or subject to varying interpretations, it is possible that changes in these estimates could occur that materially affect the amounts of deferred income tax assets and liabilities recorded in the financial statements. Changes in deferred tax assets and liabilities generally have a direct impact on earnings in the period that the changes occur.
2
B2GOLD CORP.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the nine months ended September 30, 2025
(All tabular amounts are in thousands of United States dollars unless otherwise stated)
(Unaudited)
Each period, the Company evaluates the likelihood of whether some portion or all of each deferred tax asset will not be realized. This evaluation is based on historic and future expected levels of taxable income and the associated repatriation of retained earnings, the pattern and timing of reversals of taxable temporary timing differences that give rise to deferred tax liabilities, and tax planning initiatives. Levels of future taxable income are affected by, among other things, metal prices, production costs, quantities of proven and probable gold reserves, interest rates and foreign currency exchange rates. The availability of retained earnings for distribution depends on future levels of taxable income as well as future reclamation expenditures, capital expenditures, dividends and other uses of available cash flow.
4 Receivables, prepaids and other
September 30, 2025
December 31, 2024
$
$
Prepaid expenses
22,329
9,157
Supplier advances
11,323
9,757
Short-term investments
8,426
11,565
Other receivables
12,099
10,580
54,177
41,059
5 Inventories
The current inventories balance is made up as follows:
September 30, 2025
December 31, 2024
$
$
Gold and silver bullion
78,685
34,181
In-process inventory
24,173
45,607
Ore stock-pile inventory
62,352
62,076
Materials and supplies
433,332
335,722
598,542
477,586
The long-term inventories balance is made up as follows:
September 30, 2025
December 31, 2024
$
$
Ore stock-pile inventory
75,398
67,891
Materials and supplies
94,658
66,638
170,056
134,529
Current ore stock-pile inventory as at September 30, 2025 includes amounts for the Goose Mine of $35 million (December 31, 2024 - $23 million), for the Masbate Mine of $13 million (December 31, 2024 - $15 million), for the Otjikoto Mine of $12 million (December 31, 2024 – $10 million) and for the Fekola Mine of $2 million (December 31, 2024 - $14 million).
Long-term stock-pile inventory as at September 30, 2025 includes amounts for the Otjikoto Mine of $58 million (December 31, 2024 – $50 million), for the Fekola Mine of $9 million (December 31, 2024 - $9 million), and for the Masbate Mine of $8 million (December 31, 2024 - $9 million).
Long-term supplies inventory are supplies for the Goose Mine that are expected to be consumed beyond the next twelve months.
3
B2GOLD CORP.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the nine months ended September 30, 2025
(All tabular amounts are in thousands of United States dollars unless otherwise stated)
(Unaudited)
6 Long-term investments
September 30, 2025
December 31, 2024
Cost $
AOCI $
Fair Value $
Cost $
AOCI $
Fair Value $
Snowline Gold Corp.
47,303
87,966
135,269
39,011
16,566
55,577
St. Augustine Gold & Copper Ltd.
20,193
(136)
20,057
20,193
(16,408)
3,785
Founder Metals Inc
13,255
5,259
18,514
8,705
5,500
14,205
Prospector Metals Corp.
1,000
1,182
2,182
664
(277)
387
AuMEGA Metals Ltd.
3,839
(2,033)
1,806
3,839
(1,813)
2,026
Other
14,299
(13,712)
587
14,299
(13,562)
737
99,889
78,526
178,415
86,711
(9,994)
76,717
During the nine months ended September 30, 2025, the Company purchased an additional 1.3 million shares of Snowline Gold Corp. ("Snowline") at an average cost of Cdn. $8.79 for a total cost of $8 million to maintain a 9.9% interest in Snowline in accordance with the Company's rights under its shareholder agreement.
During the nine months ended September 30, 2025, the Company purchased 1.7 million shares in Founders Metals Inc. at an average cost of Cdn. $3.84 per share for a total cost of $5 million.
4
B2GOLD CORP.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the nine months ended September 30, 2025
(All tabular amounts are in thousands of United States dollars unless otherwise stated)
(Unaudited)
7 Mining interests
Mineral properties
Buildings, plant & equipment
Construction-in-progress
Exploration & evaluation assets
Total
$
$
$
$
$
Cost
Balance at December 31, 2023
2,417,447
1,954,150
1,394,143
647,455
6,413,195
Additions
152,559
87,234
685,869
23,901
949,563
Capitalized interest
—
—
30,008
—
30,008
Disposals
(21,087)
(27,165)
—
(10,230)
(58,482)
Write-downs
—
—
—
(636)
(636)
Transfers
771,391
73,523
(849,872)
—
(4,958)
Change in mine restoration provision estimates
32,333
—
3,687
1,819
37,839
Balance at December 31, 2024
3,352,643
2,087,742
1,263,835
662,309
7,366,529
Additions
153,932
104,315
461,997
35,409
755,653
Capitalized interest
—
—
54,989
—
54,989
Disposals
(298,455)
(45,577)
—
—
(344,032)
Write-downs
—
—
—
(5,118)
(5,118)
Transfers
147,200
76,608
(223,808)
—
—
Change in mine restoration provision estimates
13,292
—
—
—
13,292
Balance at September 30, 2025
3,368,612
2,223,088
1,557,013
692,600
7,841,313
Accumulated depreciation, depletion, amortization and impairment
Balance at December 31, 2023
(1,488,833)
(1,073,678)
—
(287,194)
(2,849,705)
Depreciation and depletion
(192,495)
(181,027)
—
—
(373,522)
Impairment
(770,848)
(57,855)
—
(47,673)
(876,376)
Disposals
—
24,509
—
—
24,509
Balance at December 31, 2024
(2,452,176)
(1,288,051)
—
(334,867)
(4,075,094)
Depreciation and depletion
(178,741)
(156,920)
—
—
(335,661)
Disposals
298,455
37,721
—
—
336,176
Balance at September 30, 2025
(2,332,462)
(1,407,250)
—
(334,867)
(4,074,579)
Net book value at December 31, 2024
900,467
799,691
1,263,835
327,442
3,291,435
Net book value at September 30, 2025
1,036,150
815,838
1,557,013
357,733
3,766,734
Otjikoto Mine
During the three months ended September 30, 2025, the Company wrote off components of the mineral properties related to open pit mining activities at the Otjikoto Mine with a net book value of $nil million (cost of $284 million less accumulated depreciation of $284 million). With the conclusion of the open pit mining operations at the Otjikoto Mine, no future economic benefit is expected to be conferred from these assets.
Impairment of the Goose Mine CGU
During the three months ended September 30, 2024, the Company completed an updated construction cost estimate for the Goose Mine. The updated estimate showed a significant increase in the expected construction cost to complete was determined to be an indicator of impairment for the Goose Mine assets. The Company’s analysis concluded that the Goose Mine cash-generating unit ("CGU") was impaired, resulting in an impairment of $661 million, which was recorded as an impairment charge in the Condensed Interim Consolidated Statement of Operations during the three months ended September 30, 2024.
5
B2GOLD CORP.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the nine months ended September 30, 2025
(All tabular amounts are in thousands of United States dollars unless otherwise stated)
(Unaudited)
Impairment of the Fekola Complex CGU
During the year ended December 31, 2023, the State of Mali ("the State") introduced a new mining code (the “2023 Mining Code”) and related Local Content Law. In July 2024, the accompanying Implementation Decrees which clarified how the provisions of the 2023 Mining Code and Local Content Law applied were enacted into law. The Company’s analysis concluded that the Fekola Complex CGU was impaired resulting in an impairment of $215 million. A net impairment charge of $194 million after taking into account a deferred income tax recovery of $21 million was recorded in the Condensed Interim Consolidated Statement of Operations for the nine months period ended September 30, 2024. On September 11, 2024, the Company reached a Memorandum of Understanding (the "Agreement") with the State which covers the ongoing operation and governance of the Fekola Complex as well as the settlement of existing income tax, customs and other regulatory disputes covering the period 2016 to December 31, 2023 and the distribution of dividends attributed to the State of Mali up to December 31, 2023.
Principal terms of the agreement:
•Settlement of income tax and customs assessments for the period from 2016 through 2023 of $70 million. An expense of $67 million (net of previous accruals) was recorded as an income tax expense in the Condensed Interim Consolidated Statement of Operations for the nine months ended September 30, 2024 (the expense for the three months ended September 30, 2024 was $30 million).
•Settlement of other regulatory disputes related to the timing of repatriation of funds of $17 million. This amount was paid upon signing of the Agreement and was recorded in Other Expense in the Condensed Interim Consolidated Statement of Operations for the three and nine months ended September 30, 2024.
•Upon completion of certain conditions precedent, the State of Mali's ordinary share interest in Fekola was converted into a 10% preferred share interest. The rights of the additional preferred share interest are consistent with the State of Mali's 10% free carried interest including priority dividend rights, therefore, this is accounted for as an income tax under IAS 12 Income taxes.
•In addition to the above, the Company agreed to forgive the principal and accrued interest balance outstanding totalling $69 million on the loan made to the State for the purchase of their 10% ordinary share ownership. This was recorded within Equity on the Condensed Interim Consolidated Balance Sheet.
Versamet transaction
On June 5, 2024, the Company entered into a purchase and sale agreement (the "Agreement") to sell a portfolio of ten metal royalties (the "Royalties") to Versamet in exchange for 122 million Versamet shares at Cdn. $0.80 per share for proceeds of $71 million. Upon completion of the second tranche, on August 13, 2024, the Company received an additional 17 million Versamet shares at Cdn. $0.80 per share for estimated proceeds of $10 million. The Company recorded a $49 million gain on sale of mining interests in the Condensed Interim Consolidated Statement of Operations for the nine months period ended September 30, 2024.
Other
During the nine months ended September 30, 2025, the Company wrote-off $5 million (2024 - $1 million) relating to non-core exploration and evaluation properties that it no longer plans to proceed with.
6
B2GOLD CORP.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the nine months ended September 30, 2025
(All tabular amounts are in thousands of United States dollars unless otherwise stated)
(Unaudited)
8 Investment in associates
Versamet
Calibre
Other
Total
$
$
$
$
Balance at December 31, 2023
—
130,953
3,139
134,092
Share of net (loss) income
(1,866)
4,874
(378)
2,630
Interests acquired
88,933
—
1,589
90,522
Interests disposed
—
(83,480)
—
(83,480)
Transfer to long-term investments
—
(43,363)
—
(43,363)
Loss on dilution
—
(8,984)
—
(8,984)
Balance at December 31, 2024
87,067
—
4,350
91,417
Share of net income (loss)
1,306
—
(3,231)
(1,925)
Interests acquired
—
—
4,800
4,800
Balance at September 30, 2025
88,373
—
5,919
94,292
Calibre
On June 20, 2024, the Company sold 79 million of its 111 million shares in Calibre Mining Corp. for proceeds of $100 million (net of transaction costs). The transaction resulted in $17 million gain on sale of shares in associate recorded in the Condensed Interim Consolidated Statement of Operations for the nine month period ended September 30, 2024.
9 Other assets
September 30, 2025
December 31, 2024
$
$
Reclamation deposits
65,971
54,375
Restricted cash
6,656
5,054
Prepaid witholding tax
—
14,473
Other
615
62
73,242
73,964
As at September 30, 2025, reclamation deposits include amounts for the Fekola Mine of $26 million (December 31, 2024 - $22 million), for the Otjikoto Mine of $22 million (December 31, 2024 – $18 million), for the Goose Mine of $14 million (December 31, 2024 - $11 million) and for the Masbate Mine of $4 million (December 31, 2024 - $4 million).
7
B2GOLD CORP.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the nine months ended September 30, 2025
(All tabular amounts are in thousands of United States dollars unless otherwise stated)
(Unaudited)
10 Long-term debt
September 30, 2025
December 31, 2024
$
$
Convertible senior unsecured notes
Principal amount
460,000
—
Portion allocated to equity
(95,298)
—
Financing costs
(11,168)
—
Interest paid
(6,430)
—
Accretion and amortization of financing costs
20,468
—
367,572
—
Revolving credit facility:
Principal amount
200,000
400,000
Unamortized deferred financing costs
(6,741)
(8,310)
193,259
391,690
Equipment loans and lease obligations:
Fekola equipment loan facilities (net of unamortized financing costs)
23,269
13,319
Goose Mine equipment loan facilities (net of unamortized financing costs)
768
3,588
Lease liabilities
52,744
29,286
76,781
46,193
Total debt
637,612
437,883
Less current portion
(30,071)
(16,419)
607,541
421,464
The changes in debt balances during the nine months ended September 30, 2025 are as follows:
Convertible senior unsecured notes
Revolving credit facility
Equipment loans
Lease liabilities
Total
$
$
$
$
$
Balance at December 31, 2024
—
391,690
16,907
29,286
437,883
Drawdowns
460,000
200,000
16,743
—
676,743
Debt repayments
(400,000)
(12,244)
(16,892)
(429,136)
Portion allocated to equity
(95,298)
—
—
—
(95,298)
Interest payment
(6,430)
—
—
—
(6,430)
Lease liabilities incurred
—
—
—
36,288
36,288
Lease liabilities derecognized
—
—
—
(1,050)
(1,050)
Financing costs incurred
(11,168)
—
—
—
(11,168)
Foreign exchange losses
—
—
2,631
1,127
3,758
Non-cash interest and financing expense
20,468
1,569
—
3,985
26,022
Balance at September 30, 2025
367,572
193,259
24,037
52,744
637,612
Current portion
(2,108)
—
(7,424)
(20,539)
(30,071)
365,464
193,259
16,613
32,205
607,541
Convertible senior unsecured notes
On January 28, 2025, the Company issued convertible senior unsecured notes (“the Notes”) with an aggregate principal amount of $460 million for cash proceeds of $446 million net of financing costs of $14 million. The notes bear interest at a rate of 2.75% per annum, payable semi-annually on February 1st and August 1st of each year commencing from August 1, 2025. The Notes mature on February 1, 2030. The initial conversion rate for the Notes is 315.2088 common shares of the Company per $1,000 principal amount of Notes, equivalent to an initial conversion price of approximately $3.17 per share.
8
B2GOLD CORP.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the nine months ended September 30, 2025
(All tabular amounts are in thousands of United States dollars unless otherwise stated)
(Unaudited)
The initial conversion rate is subject to adjustment in certain events. In addition, if certain fundamental changes occur, including a change in control or upon notice of redemption by the Company as described below, the holders may elect to convert the Notes. In the event of a fundamental change, the holders may elect to convert any outstanding Notes at a cash purchase price equal to 100% of the principal amount plus accrued and unpaid interest.
A fundamental change includes the following occurrences:
•A change in control where a person or group becomes the beneficial owner of more than 50% of our voting stock, or gains the power to elect a majority of our board of directors.
•The consummation of significant transactions such as certain mergers or consolidations pursuant to which our common shares will be converted or exchanged for cash, securities or other property, or sales of substantially all our assets that change the corporate structure or ownership.
•Approval by our shareholders of any plan for liquidation or dissolution.
Prior to February 7, 2028, the Company may not redeem the notes except in the event of certain changes in Canadian tax law. At any time on or after February 7, 2028, and until maturity, the Company may redeem all or part of the Notes for cash if the price of the Company’s common shares for at least 20 trading days in a period of 30 consecutive trading days, ending on the trading day prior to the date of notice of redemption, exceeds 130% of the conversion price in effect on each such day. The redemption price is equal to 100% of the principal amount of the Notes to be redeemed plus accrued and unpaid interest. This option was not separated as it is considered closely related to the underlying instrument.
The Notes are the Company's senior unsecured obligations and rank equally with all existing and future senior unsecured indebtedness. The Notes are effectively unsecured to all of the Company's existing and future secured indebtedness to the extent of the value of the collateral securing such indebtedness. The Notes are structurally unsecured to all existing and future liabilities, including trade payables, of the Company's subsidiaries.
The Notes are compound financial instruments consisting of a financial liability and a conversion option that is classified as equity. Of the gross proceeds of $460 million, $365 million was allocated to the liability component, representing the fair value of the liability component on initial recognition, calculated as the present value of the contractual principal and interest payments over the term of the Notes using a discount rate of 7.8%. Total financing costs of $14 million were allocated to the liability and equity components in proportion to the allocation of the gross proceeds, with $11 million allocated to the liability and $3 million allocated to equity. The net liability of $354 million ($365 million net of $11 million of financing costs) will be accreted to the face value of the Notes over the term to maturity using the effective interest method with an effective interest rate of 8.5%.
The equity component, representing the holders’ conversion option, was allocated the residual amount of $95 million. The net amount recorded in the Condensed Interim Consolidated Statement of Changes in Equity at September 30, 2025 was $67 million calculated as $95 million option valuation less $3 million of allocated financing costs and a deferred tax charge of $25 million for the taxable temporary difference arising from the difference between the initial carrying amount of the liability component of the Notes and the tax base.
In connection with the Notes, the Company entered into a cash settled total return swap with one of the initial purchasers of the Notes for common shares of the Company with a total value of $50 million. During the nine months ended September 30, 2025, the Company settled the total return swap for a gain of $8 million. This gain was recorded as part of Losses on derivative instruments in the Condensed Interim Consolidated Statements of Operations for the three and nine months ended September 30, 2025.
Revolving credit facility
The Company has an $800 million revolving credit facility ("RCF") with a syndicate of international banks. The RCF allows for an accordion feature whereby upon receipt of additional binding commitments, the facility may be further increased to $1 billion any time prior to the maturity date of December 17, 2028. During the nine months ended September 30, 2025, the Company drew down $400 million and repaid $200 million on the on the RCF. As at September 30, 2025, the Company had available undrawn capacity of $600 million. The Company has provided security on the RCF in the form of a general security interest over the Company’s assets and pledges creating a charge over the shares of certain of the Company’s direct and indirect subsidiaries. In connection with the RCF, the Company must also maintain an interest coverage ratio greater than or equal to 3:1 for any fiscal quarter and a leverage ratio of less than 3.5:1 for any fiscal quarter. As at September 30, 2025, the Company was in compliance with these debt covenants. During the nine months ended September 30, 2025, the Company paid outstanding financing costs of $4 million on the RCF. Subsequent to September 30, 2025, on October 3, 2025, the Company repaid $50 million on the RCF.
9
B2GOLD CORP.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the nine months ended September 30, 2025
(All tabular amounts are in thousands of United States dollars unless otherwise stated)
(Unaudited)
Lease liabilities
During the nine months ended September 30, 2025, the Company entered into contracts for underground development and mining work at the Fekola Mine and at the Otjikoto Mine that resulted in the recognition $28 million of right-of-use assets and $28 million of lease liabilities and $8 million of right-of-use assets and $8 million of lease liabilities, respectively. The valuation of the lease at the Otjikoto and Fekola mines was based on a 2 and 4 year term, respectively .
11 Share capital
The Company’s authorized share capital consists of an unlimited number of common shares and an unlimited number of preferred shares. As at September 30, 2025, the Company had 1,330,133,711 common shares outstanding (December 31, 2024 - 1,318,040,605 shares). No preferred shares were outstanding.
During the nine months ended September 30, 2025, the Company paid three quarterly dividends of $0.02 per share each, totaling $80 million (2024 - $158 million). Of this amount, $2 million (2024 - $19 million) was satisfied by the issuance of 0.5 million shares (2024 - 7 million shares) under the Company's Dividend Re-investment Plan.
For the three and nine months ended September 30, 2025, the company issued 12 million common shares for proceeds of $39 million upon exercise of stock options. Subsequent to September 30, 2025, the Company issued a further 6 million shares for proceeds of $21 million on the exercise of stock options.
In April 2025, the Company received approval from the TSX to implement a Normal Course Issuer Bid ("NCIB") pursuant to which the Company may purchase up to a maximum of 5% of its issued and outstanding common shares. Under the NCIB, the Company may purchase its common shares for cancellation. The Company intends to repurchase its common shares during the period commencing April 3, 2025 and ending April 2, 2026, through the facilities of the TSX, the NYSE American and other designated exchanges and/or alternative trading systems or by such other means as may be permitted by applicable Canadian and U.S. securities laws. The Company repurchased and cancelled 2 million common shares for $10 million during the three months ended September 30, 2025 .
Subsequent to September 30, 2025, on November 5, 2025, the Company approved a third quarter dividend of $0.02 payable on December 15, 2025.
10
B2GOLD CORP.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the nine months ended September 30, 2025
(All tabular amounts are in thousands of United States dollars unless otherwise stated)
(Unaudited)
Earnings per share
The following is the calculation of basic and diluted earnings per share:
For the three months ended Sept. 30, 2025
For the three months ended Sept. 30, 2024
For the nine months ended Sept. 30, 2025
For the nine months ended Sept. 30, 2024
Net income (loss) (attributable to shareholders of the Company)
$
19,313
$
(633,757)
$
231,324
$
(618,010)
Interest and financing expense on convertible senior unsecured notes
$
—
$
—
$
468
$
—
Diluted net income (loss) (attributable to shareholders of the Company)
$
19,313
(633,757)
$
231,792
$
(618,010)
Basic weighted average number of common shares outstanding (in thousands)
1,324,279
1,310,994
1,321,491
1,307,134
Effect of dilutive securities:
Convertible senior unsecured notes
144,996
—
144,996
—
Performance share units
3,507
—
3,507
—
Restricted share units
2,264
—
1,810
—
Stock options
7,340
—
3,914
—
Diluted weighted average number of common shares outstanding (in thousands)
1,482,386
1,310,994
1,475,718
1,307,134
Earnings (loss) per share (attributable to shareholders of the Company)
Basic
$
0.01
$
(0.48)
$
0.18
$
(0.47)
Diluted
$
0.01
$
(0.48)
$
0.16
$
(0.47)
12 Non-controlling interests
The following is a continuity schedule of the Company's non-controlling interests:
Masbate
Otjikoto
Finland
Total
$
$
$
$
Balance at December 31, 2024
26,072
20,973
5,587
52,632
Share of net (loss) income
(969)
15,901
184
15,116
Distributions to non-controlling interest
(1,200)
(21,241)
—
(22,441)
Participating funding from non-controlling interest
—
—
398
398
Balance at September 30, 2025
23,903
15,633
6,169
45,705
13 Other expense
For the three months ended Sept. 30, 2025
For the three months ended Sept. 30, 2024
For the nine months ended Sept. 30, 2025
For the nine months ended Sept. 30, 2024
$
$
$
$
Non-capital exploration
2,021
1,852
8,380
6,269
Loss on sale of assets
4,111
145
7,665
1,589
Stockpile net realizable value adjustment
—
8,058
(527)
8,058
Malian regulatory settlement (Note 7)
—
16,795
—
16,795
Other
375
(300)
1,459
1,593
6,507
26,550
16,977
34,304
11
B2GOLD CORP.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the nine months ended September 30, 2025
(All tabular amounts are in thousands of United States dollars unless otherwise stated)
(Unaudited)
14 Derivative financial instruments
Fuel derivatives
During the nine months ended September 30, 2025, the Company entered into an additional series of forward contracts for the purchase of 26 million litres of fuel oil at an average strike price of $0.40 per litre and 49 million litres of gas oil at an average strike price of $0.53 per litre with scheduled settlement between May 2025 and July 2027. The Company's fuel derivative instruments were not designated as hedges and are being recorded at fair value through profit and loss ("FVTPL").
The following is a summary, by maturity dates, of the Company’s fuel derivative contracts outstanding as at September 30, 2025:
2025
2026
2027
Total
Forward – fuel oil:
Litres (thousands)
9,947
26,555
7,426
43,928
Average strike price
$
0.42
$
0.41
$
0.38
$
0.41
Forward – gas oil:
Litres (thousands)
11,196
33,653
10,672
55,521
Average strike price
$
0.56
$
0.54
$
0.52
$
0.54
The unrealized fair value of these contracts at September 30, 2025 was $(2) million (December 31, 2024 - $(2) million).
Subsequent to September 30, 2025, the Company entered into contracts for the delivery of 3 million litres of gas oil at a weighted average strike price of $0.51 per litre and 2 million litres of fuel oil at a weighted average strike price of $0.37 per litre.
Gold derivatives
During the year ended December 31, 2024, as a requirement of the RCF (Note 10), the Company entered into a series of 1:1 zero-cost put/call gold collar contracts with settlement between February 2025 and January 2027. These derivative instruments were not designated as hedges by the Company and are recorded at FVTPL.
The following is a summary, by maturity dates, of the Company’s gold derivative contracts outstanding as at September 30, 2025:
2025
2026
2027
Total
Ounces
51,003
200,006
16,637
267,646
Average floor price
$
2,450
$
2,450
$
2,450
$
2,450
Average ceiling price
$
3,294
$
3,294
$
3,294
$
3,294
The unrealized fair value of these contracts at September 30, 2025 was $(173) million (December 31, 2024 - $0 million).
15 Gold stream obligation
The Company's gold stream obligation requires the delivery from production at the Company's Goose Mine as follows:
•2.7805% of gold production up to delivery of 87,100 ounces;
•1.4405% of gold production up to an aggregate of 134,000 ounces; and
•1.005% of gold production thereafter.
The gold stream obligation was determined to be a derivative liability under IFRS 9 Financial instruments, and has been classified as FVTPL. As a result, it has been recorded at its fair value on the Condensed Interim Consolidated Balance Sheet with changes in the fair value being recorded in the Condensed Interim Consolidated Statement of Operations. The fair value of the gold stream was determined to be level 3 in the fair value hierarchy (Note 17). The Company has guaranteed the gold stream obligation.
12
B2GOLD CORP.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the nine months ended September 30, 2025
(All tabular amounts are in thousands of United States dollars unless otherwise stated)
(Unaudited)
During the three and nine months ended September 30, 2025, the Company delivered 95 ounces (2024 - 0 ounces) into the gold stream obligation. The Company receives purchase price for each ounce of refined gold metal equal to 18% of the p.m. London Bullion Market Association ("LBMA") Gold Price. The difference between the LBMA gold price and such purchase price being payable is deducted against the upfront funding until it has been reduced to nil.
The following is a summary of the changes in the gold stream obligation:
$
Outstanding at December 31, 2024
166,425
Change in fair value
80,406
Gold delivered
(280)
Outstanding at September 30, 2025
246,551
Less current portion
(17,000)
229,551
16 Prepaid gold sales
On January 23, 2024, the Company entered into a series of prepaid gold sales with a number of its RCF syndicate banks. Under the terms of the prepaid gold sales, the Company received an upfront payment of $500 million, based on gold forward curve prices averaging approximately $2,191 per ounce, in exchange for equal monthly deliveries of gold from July 2025 to June 2026 totaling 264,768 ounces. Gold deliveries can be from production from any of the Company’s operating mines and the prepaid gold sales can be settled prior to maturity through accelerated delivery of the remaining deliverable gold ounces.
During the three and nine months ended September 30, 2025, the Company delivered 66,192 ounces into contracts valued at $144 million. As the Company physically delivered ounces into the contracts, the portion of the Prepaid Sales relating to the delivered ounces was recognized as gold revenue in the Interim Condensed Consolidated Statement of Operations at the time of delivery based on the contract price.
The following is a summary of the changes in the prepaid gold sales obligation:
$
Outstanding at December 31, 2024
538,110
Gold deliveries
(144,093)
Accretion
29,382
Outstanding at September 30, 2025
423,399
During the three and nine months ended September 30, 2025, the Company recognized interest charges of $9 million and $29 million, respectively (2024 - expense of $10 million and $28 million, respectively) relating to the financing component contained in the prepaid gold sales. The interest expense recognized in the Condensed Interim Consolidated Statement of Operations for the three and nine months ended September 30, 2025 was $0 million and $0 million (2024 - $2 million and $11 million) respectively. During the three and nine months ended September 30, 2025, a total of $9 million and $29 million, respectively, was capitalized to the cost of constructing qualifying assets during the period (2024 - $8 million and $17 million, respectively).
13
B2GOLD CORP.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the nine months ended September 30, 2025
(All tabular amounts are in thousands of United States dollars unless otherwise stated)
(Unaudited)
17 Financial instruments
The Company’s financial assets and liabilities are classified based on the lowest level of input significant to the fair value measurement based on the fair value hierarchy:
Level 1 – quoted prices in active markets for identical assets or liabilities;
Level 2 – inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and
Level 3 – inputs for the asset or liability that are not based on observable market data.
As at September 30, 2025, the Company’s financial assets and liabilities that are measured at fair value are categorized as follows:
As at September 30, 2025
As at December 31, 2024
Level 1
Level 2
Level 3
Level 1
Level 2
Level 3
$
$
$
$
$
$
Long-term investments (Note 6)
178,415
—
—
76,717
—
—
Short-term investments (Note 4)
8,426
—
—
11,565
—
—
Gold derivative contracts (Note 14)
—
(172,788)
—
—
111
—
Fuel derivative contracts (Note 14)
—
(1,731)
—
—
(2,259)
—
Gold stream obligation (Note 15)
—
—
(246,551)
—
—
(166,425)
The Company’s long-term investments consist of shares of publicly traded mining companies. The fair values of these were determined using market quotes from an active market for each investment.
The fair values of the Company's fuel and gold derivative contracts were determined using prevailing market rates for instruments with similar characteristics.
The fair value of the gold stream was calculated based on an income approach and a discounted cash flow model. The calculated fair value includes inputs that are based on observable market data, including forward gold price curves and credit adjusted risk-free rates. The fair value also includes inputs that are not based on observable market data, including the timing of future gold deliveries. The valuation has been prepared by an independent valuations specialist with direct oversight from the Company. Forward gold price estimates ranged from $3,825 to $5,182 per ounce. A $100 per ounce change in the gold forward price would have approximately a $5 million impact on the fair value of the gold stream obligation. A 50 basis point change in the discount rate would also have approximately a $5 million impact on the fair value of the gold stream obligation.
The fair value of the Notes, based on quoted market prices, is $778 million. The carrying amount of the Notes represents the liability component recorded at amortized costs (Note 10), while the fair value represents both the liability and equity components. The fair value of the Notes is categorized as level 1 in the fair value hierarchy outlined in IFRS 13 Fair value measurement. The fair value of the Company's other long-term debt approximates its carrying value as it has a floating interest rate and the Company's credit spread has remained approximately consistent. The fair value of the Company's other financial instruments approximate their carrying value due to their short-term nature.
Credit risk
The Company’s maximum exposure to credit risk is the book value of cash and cash equivalents, accounts receivable, loans receivable and the carrying value of its derivative portfolio. The Company limits its credit exposure on cash and cash equivalents by holding its deposits mainly with high credit quality financial institutions as determined by credit rating agencies. The Company maintains its excess cash balances in short-term investments accounts. The Company does not maintain insurance for its cash balances.
14
B2GOLD CORP.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the nine months ended September 30, 2025
(All tabular amounts are in thousands of United States dollars unless otherwise stated)
(Unaudited)
18 Income and other taxes
Income tax expense differs from the amount that would result from applying the Canadian federal and provincial income tax rates to earnings from operations before taxes. These differences result from the following items:
For the three months ended Sept. 30, 2025
For the three months ended Sept. 30, 2024
For the nine months ended Sept. 30, 2025
For the nine months ended Sept. 30, 2024
$
$
$
$
Income (loss) from operations before taxes
197,787
(571,694)
616,951
(417,529)
Canadian federal and provincial income tax rates
27.00
%
27.00
%
27.00
%
27.00
%
Income tax expense (recovery) at statutory rates
53,402
(154,357)
166,577
(112,733)
Increase (decrease) attributable to:
Future withholding tax
28,000
9,300
59,000
4,776
Benefits not recorded on impairment losses
—
178,513
—
227,498
Change in accrual for tax audits
1,690
30,217
2,690
67,352
Effects of different foreign statutory tax rates
34,020
9,860
81,593
14,506
Change due to foreign exchange
1,147
(19,372)
(57,060)
(6,132)
Benefit of optional tax incentives
(14,277)
(5,708)
(28,821)
(14,754)
Change in non-taxable portion of gains
(318)
21
(268)
(8,240)
Non-deductible expenditures
8,900
2,780
24,423
10,969
Withholding and other taxes
3,003
2,873
40,661
7,700
Change in losses and tax bases for which no tax benefit has been recorded
55,136
3,826
77,066
7,579
Change in income tax rates and new taxes
4,000
—
4,000
—
Use of losses and temporary differences not previously recognised
—
1,351
—
—
Amounts (over) under provided in prior years
(39)
34
650
1,278
Income tax expense
174,664
59,338
370,511
199,799
Current income tax, withholding and other taxes
143,945
74,804
390,202
233,085
Deferred income tax expense (recovery)
30,719
(15,466)
(19,691)
(33,286)
Income tax expense
174,664
59,338
370,511
199,799
Included in current income tax expense for the three and nine months ended September 30, 2025 was an expense of $28 million and $64 million, respectively (2024 - recovery of $2 million and expense $11 million, respectively), related to the State of Mali's 20% (2024 - 10%) priority dividend on its free carried interest in the Fekola Mine. This priority dividend is accounted for as an income tax in accordance with IAS 12, Income Taxes.
15
B2GOLD CORP.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the nine months ended September 30, 2025
(All tabular amounts are in thousands of United States dollars unless otherwise stated)
(Unaudited)
19 Supplementary cash flow information
Supplementary disclosure of cash flow information is provided in the tables below:
Non-cash charges (credits):
For the three months ended Sept. 30, 2025
For the three months ended Sept. 30, 2024
For the nine months ended Sept. 30, 2025
For the nine months ended Sept. 30, 2024
$
$
$
$
Depreciation and depletion
104,665
88,051
296,927
273,505
Unrealized losses on derivative instruments
101,715
6,270
172,370
6,269
Change in fair value of gold stream (Note 15)
28,100
1,957
80,406
21,196
Deferred income tax expense (recovery) (Note 18)
30,719
(15,466)
(19,691)
(33,286)
Share-based payments
5,088
5,031
18,974
14,529
Non-cash interest and financing expense
4,730
6,966
15,307
24,002
Non-recoverable input taxes
380
3,353
12,657
9,934
Change in other assets
(1,962)
(6,390)
10,909
382
Non-cash community relations expense
10,000
—
10,000
—
Loss on sale of fixed assets (Note 13)
4,111
145
7,665
1,589
Write-down of mining interests (Note 7)
—
—
5,118
636
Share of net loss (income) of associates (Note 8)
2,103
98
1,925
(4,581)
Impairment of long-lived assets (Note 7)
—
661,160
—
876,376
Gain on sale of mining interests (Note 7)
—
(7,453)
—
(56,115)
Gain on sale of shares in associate (Note 8)
—
—
—
(16,822)
Loss on dilution of associate (Note 8)
—
—
—
8,984
Other
11,778
5,898
11,553
7,936
301,427
749,620
624,120
1,134,534
Changes in non-cash working capital:
For the three months ended Sept. 30, 2025
For the three months ended Sept. 30, 2024
For the nine months ended Sept. 30, 2025
For the nine months ended Sept. 30, 2024
$
$
$
$
Accounts receivable and prepaids
683
(12,620)
(15,256)
(26,818)
Value-added and other tax receivables
(15,464)
(26,788)
(4,538)
(34,226)
Inventories
(41,282)
(8,318)
(74,323)
(43,504)
Accounts payable and accrued liabilities
11,857
8,007
24,388
14,099
Current income and other taxes payable
115,135
43,295
154,680
36,301
70,929
3,576
84,951
(54,148)
16
B2GOLD CORP.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the nine months ended September 30, 2025
(All tabular amounts are in thousands of United States dollars unless otherwise stated)
(Unaudited)
Other exploration and development:
For the three months ended Sept. 30, 2025
For the three months ended Sept. 30, 2024
For the nine months ended Sept. 30, 2025
For the nine months ended Sept. 30, 2024
$
$
$
$
Fekola Mine, exploration
—
(996)
—
(3,136)
Masbate Mine, exploration
(602)
(1,290)
(1,553)
(3,039)
Otjikoto Mine, exploration
(2,220)
(1,888)
(6,433)
(5,191)
Goose Mine, exploration
(5,619)
(13,179)
(15,941)
(22,529)
Back River Regional, exploration
(6,598)
(152)
(9,604)
(446)
Finland Properties, exploration
(522)
(612)
(1,218)
(2,720)
Other
(177)
(635)
(463)
(2,103)
(15,738)
(18,752)
(35,212)
(39,164)
Non-cash investing and financing activities:
For the three months ended Sept. 30, 2025
For the three months ended Sept. 30, 2024
For the nine months ended Sept. 30, 2025
For the nine months ended Sept. 30, 2024
$
$
$
$
Interest capitalized to construction of qualifying assets
20,095
7,703
54,863
18,102
Change in current liabilities relating to deferred financing costs
—
—
(4,059)
—
Foreign exchange gain (loss) on Fekola equipment loan facility
26
388
(2,632)
(12)
Change in current liabilities relating to mining interest expenditures
(15,160)
(12,474)
(26,215)
(7,674)
Share-based payments, capitalized to mining interests
506
165
1,281
399
Share consideration received on sale of mining interests (Note 7 )
—
10,184
—
81,433
Interest on loan to non-controlling interest
—
—
—
2,801
For the three and nine months ended September 30, 2025, the Company paid $33 million and $203 million, respectively, of current income tax, withholding and other taxes in cash (2024 - $50 million and $222 million, respectively).
20 Segmented information
The Company’s reportable operating segments include its mining operations and development projects, namely the Fekola, Masbate, Otjikoto and Goose mines. It also includes Fekola Regional properties, which are in the exploration and evaluation stage. The Fekola Regional segment includes the Anaconda Area formerly the three separate Bantako North, Menankoto and Bakolobi permits, now consolidated into one permit called Menankoto and the Dandoko permit. The “Other Mineral Properties” segment consists of the Company’s interests in mineral properties which are at various stages of exploration and evaluation, including the Company's interest in the Gramalote Project, as well as the Company's equity accounted investment in its associates. The “Corporate and Other” segment includes corporate operations.
17
B2GOLD CORP.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the nine months ended September 30, 2025
(All tabular amounts are in thousands of United States dollars unless otherwise stated)
(Unaudited)
The Company’s segments are summarized in the following tables:
For the three months ended September 30, 2025
Fekola Mine
Fekola Regional
Masbate Mine
Otjikoto Mine
Goose Mine
Other Mineral Properties
Corporate & Other
Total
$
$
$
$
$
$
$
$
External gold revenue
472,582
—
54,964
110,967
341
—
144,094
782,948
Intersegment gold revenue
—
—
171,277
32,088
28,552
—
(231,917)
—
Production costs
104,448
—
49,632
31,947
9,127
—
—
195,154
Depreciation & depletion
54,417
137
30,953
19,157
—
—
578
105,242
Net income (loss)
124,270
(2,763)
78,153
50,467
8,442
(1,784)
(233,662)
23,123
Capital expenditures
55,113
5,579
10,518
6,611
162,687
18,849
113
259,470
Total assets
1,509,801
209,089
629,904
326,054
2,235,600
368,268
413,500
5,692,216
For the three months ended September 30, 2024
Fekola Mine
Fekola Regional
Masbate Mine
Otjikoto Mine
Goose Project
Other Mineral Properties
Corporate & Other
Total
$
$
$
$
$
$
$
$
External gold revenue
194,988
—
120,115
133,126
—
—
—
448,229
Production costs
109,842
15
42,697
39,854
—
—
—
192,408
Depreciation & depletion
37,429
156
21,329
27,530
1,607
—
542
88,593
Impairment of long-lived assets
—
—
—
—
661,160
—
—
661,160
Net (loss) income
35
(960)
29,735
35,403
(669,601)
(1,281)
(24,363)
(631,032)
Capital expenditures
65,460
4,305
6,482
2,497
134,153
4,443
412
217,752
Total assets
1,380,614
177,013
714,469
387,675
1,416,340
323,301
389,325
4,788,737
For the nine months ended September 30, 2025
Fekola Mine
Fekola Regional
Masbate Mine
Otjikoto Mine
Goose Mine
Other Mineral Properties
Corporate & Other
Total
$
$
$
$
$
$
$
$
External gold revenue
1,104,565
—
317,055
441,206
341
—
144,094
2,007,261
Intersegment gold revenue
171,277
32,088
28,552
(231,917)
—
Production costs
289,594
—
122,116
96,674
9,127
—
—
517,511
Depreciation & depletion
135,195
396
68,776
96,329
(3,770)
36
1,709
298,671
Net income (loss)
296,893
(3,213)
162,063
150,811
10,572
(6,626)
(364,060)
246,440
Capital expenditures
172,495
13,752
36,701
19,140
411,305
34,826
241
688,460
Total assets
1,509,801
209,089
629,904
326,054
2,235,600
368,268
413,500
5,692,216
18
B2GOLD CORP.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the nine months ended September 30, 2025
(All tabular amounts are in thousands of United States dollars unless otherwise stated)
(Unaudited)
For the nine months ended September 30, 2024
Fekola Mine
Fekola Regional
Masbate Mine
Otjikoto Mine
Goose Project
Other Mineral Properties
Corporate & Other
Total
$
$
$
$
$
$
$
$
External gold revenue
721,898
—
328,165
352,179
—
—
—
1,402,242
Production costs
276,428
15
123,070
100,939
—
—
—
500,452
Depreciation & depletion
125,238
1,778
60,328
84,554
1,607
—
1,578
275,083
Impairment of long-lived assets
162,673
52,543
—
—
661,160
—
—
876,376
Net (loss) income
(40,155)
(52,021)
70,952
86,749
(671,378)
1,442
(12,917)
(617,328)
Capital expenditures
201,341
14,054
23,268
31,319
388,658
14,864
1,027
674,531
Total assets
1,380,614
177,013
714,469
387,675
1,416,340
323,301
389,325
4,788,737
The Company’s mining interests are located in the following geographical locations:
September 30, 2025
December 31, 2024
$
$
Mining interests
Canada
1,937,142
1,445,143
Mali
1,127,891
1,066,748
Philippines
449,946
480,570
Namibia
116,619
182,758
Colombia
97,753
74,875
Finland
37,250
36,033
Other
133
5,308
3,766,734
3,291,435
21 Commitments
As at September 30, 2025, the Company had the following commitments (in addition to those disclosed elsewhere in these financial statements):
•For payments at the Fekola Mine of $7 million for mobile purchases and rebuilds, and $1 million for other capital expenditures. Of these amounts, $4 million is expected to be incurred in 2025 and the remaining $4 million in 2026.
•For payments at the Goose Mine of $5 million related to mill and process plant upgrades and optimization, $4 million related to infrastructure upgrades, and $2 million related to mobile equipment purchases. Of these amounts, $8 million is expected to be incurred in 2025 and remaining $3 million is expected to be incurred in 2026.
•For payments at the Masbate Mine of $4 million for mobile equipment purchases, all of which is expected to be incurred in 2025.
•For payments at the Otjikoto Mine of $2 million development cost, and $1 million related to mobile equipment purchases, all of which is expected to be incurred in 2025.
