B2GOLD CORP. AND 1400437 B.C. LTD. AND SABINA GOLD & SILVER CORP. ARRANGEMENT AGREEMENT DATED FEBRUARY 12, 2023Arrangement Agreement • March 1st, 2023 • B2gold Corp • Gold and silver ores • British Columbia
WHEREAS the Purchaser, Subco and the Company wish to enter into a transaction providing for the acquisition by the Purchaser of all of the Company Securities (as defined herein) to be completed in accordance with the Plan of Arrangement (as defined herein);
B2GOLD CORP. Reconciliation and tie between Trust Indenture Act of 1939 and Indenture, dated as of [ ]Indenture • December 11th, 2015 • B2gold Corp • Gold and silver ores • New York
INDENTURE, dated as of [ ], between B2Gold Corp., a corporation duly organized and existing under the laws of the Province of British Columbia (herein called the “Company”), having its principal office at Suite 3100, Three Bentall Centre, 595 Burrard Street, Vancouver, British Columbia, Canada, V7X 1J1 and [ ], a [ ] banking corporation, as trustee (herein called the “Trustee”).
B2GOLD CORP. AND U.S. Bank National Association, as Trustee INDENTURE Dated as of August 23, 2013 3.25% Convertible Senior Subordinated Notes due 2018Indenture • August 23rd, 2013 • B2gold Corp • Gold and silver ores • New York
INDENTURE dated as of August 23, 2013 between B2Gold Corp., a company amalgamated under the laws of British Columbia, Canada, as issuer (the “Company”, as more fully set forth in Section 1.01) and U.S. Bank National Association, a national banking association, as trustee (the “Trustee”, as more fully set forth in Section 1.01).
B2GOLD CORP. Purchase AgreementPurchase Agreement • August 23rd, 2013 • B2gold Corp • Gold and silver ores • New York
As Representatives of the several Initial Purchasers listed in Schedule 1 hereto c/o J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179
B2GOLD CORP. US$100,000,000 EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • August 11th, 2016 • B2gold Corp • Gold and silver ores • British Columbia
B2Gold Corp., a company incorporated under the Business Corporations Act (British Columbia) (the “Company”), confirms its agreement (this “Agreement”) with Canaccord Genuity Corp. and Canaccord Genuity Inc. (collectively, “Canaccord”), and HSBC Securities (Canada) Inc. and HSBC Securities (USA) Inc. (collectively, “HSBC”, and together with Canaccord, the “Agents”), as follows:
MERGER IMPLEMENTATION AGREEMENT B2GOLD CORP. and CGA MINING LIMITED Dated effective September 18, 2012Merger Agreement • May 20th, 2013 • B2gold Corp • Western Australia
VOTING SUPPORT AND LOCK-UP AGREEMENTVoting Support and Lock-Up Agreement • March 1st, 2023 • B2gold Corp • Gold and silver ores
THIS VOTING SUPPORT AND LOCK-UP AGREEMENT (the “Agreement”) is dated as of February 12, 2023, by and between B2Gold Corp., a company existing pursuant to the laws of the Province of British Columbia, (the “Purchaser”) and the shareholder listed on Schedule A attached hereto (individually, a “Shareholder” and collectively, the “Shareholders”).
MERGER IMPLEMENTATION AGREEMENT B2GOLD CORP. and PAPILLON RESOURCES LIMITED Dated effective June 3, 2014Merger Agreement • August 21st, 2014 • B2gold Corp • Gold and silver ores • Western Australia
