Author: GlobeNewswire

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VANCOUVER, British Columbia, Nov. 06, 2024 (GLOBE NEWSWIRE) — B2Gold Corp. (TSX: BTO, NYSE AMERICAN: BTG, NSX: B2G) (“B2Gold” or the “Company”) announces its operational and financial results for the third quarter of 2024. All dollar figures are in United States dollars unless otherwise indicated.

2024 Third Quarter Highlights

• Total gold production of 180,553 ounces: Total gold production in the third quarter of 2024 was 180,553 ounces. At the Fekola Mine, production was lower than expected due to the delayed timing of mining high-grade ore and by lower than anticipated equipment productivity and inclement weather throughout the quarter that reduced the mined volumes of high-grade ore. Damage to an excavator and the subsequent need for replacement equipment impacted equipment availability at Fekola, reducing tonnes mined in the first and second quarters of 2024, which affected the availability of higher-grade ore for the third quarter of 2024. Masbate and Otjikoto both continued to outperform expectations in the third quarter.
• Total consolidated cash operating costs of $1,061 per gold ounce produced: Total consolidated cash operating costs (see “Non-IFRS Measures”) were $1,061 per gold ounce produced during the third quarter of 2024. Total consolidated cash operating costs of $865 per gold ounce produced for the first nine months of 2024 are at the mid-point of the Company’s annual guidance range.
• Total consolidated all-in sustaining costs of $1,650 per gold ounce sold: Total consolidated all-in sustaining costs (see “Non-IFRS Measures”) were $1,650 per gold ounce sold for the third quarter of 2024. Total consolidated all-in sustaining costs of $1,405 per gold ounce sold for the first nine months of 2024 are below the Company’s revised annual guidance range.
• Attributable net loss of $0.48 per share; adjusted attributable net income of $0.02 per share: Net loss attributable to the shareholders of the Company in the third quarter of 2024 of $634 million ($0.48 per share), predominantly due to a non-cash impairment charge on the Goose Project as a result of the previously announced construction capital increases (see “Goose Project Development”). Adjusted net income (see “Non-IFRS Measures”) attributable to the shareholders of the Company was $29 million ($0.02 per share). Adjusted net income attributable to the shareholders of the Company in the third quarter was negatively impacted by one-time tax audit accruals of $30 million related to the agreement between the Company and the State of Mali in connection with the ongoing operation and governance of the Fekola Complex.
• Operating cash flow before working capital adjustments of $118 million: Cash flow provided by operating activities before working capital adjustments was $118 million in the third quarter of 2024.
• Strong financial position and liquidity: At September 30, 2024, the Company had cash and cash equivalents of $431 million and working capital (defined as current assets less current liabilities) of $419 million.
• Q4 2024 dividend of $0.04 per share declared: On November 6, 2024, B2Gold’s Board of Directors declared a cash dividend for the fourth quarter of 2024 of $0.04 per common share (or upon payment $0.16 per share on an annualized basis), payable on December 12, 2024, to shareholders of record as of December 2, 2024.
• Goose Project construction and development remains on schedule for first gold pour in Q2 2025: All planned construction year to date in 2024 has been completed and project construction and development continues to progress on track for first gold pour at the Goose Project in the second quarter of 2025 followed by a ramp up to commercial production in the third quarter of 2025. The 2024 sealift was completed successfully on September 30, 2024, with ten ships and one barge having unloaded 123,000 cubic meters (“m³”) of dry cargo, more than 84 million liters of arctic grade diesel fuel and 58 additional trucks for the 2025 Winter Ice Road (“WIR”) campaign to the Marine Laydown Area (“MLA”) from global locations.
• Memorandum of Understanding with the State of Mali relating to the Fekola Complex: On September 11, 2024, the Company announced that it had entered into a Memorandum of Understanding (the “MOU Agreement”) with the State of Mali (the “State”) in connection with the ongoing operation and governance of the Fekola Complex, including the development of both the underground project at the Fekola Mine (owned 80% by B2Gold and 20% by the State of Mali) and Fekola Regional. Under the MOU Agreement, the State agreed to expedite the issuance of exploitation permits for Fekola Regional and the approval of the exploitation phase for Fekola underground. Upon issuance of the exploitation permit for Fekola Regional, mining operations will begin with initial gold production expected to commence in early 2025, with the potential to generate approximately 80,000 to 100,000 ounces of additional gold production per year from Fekola Regional sources through the trucking of open pit ore to the Fekola mill. Initial gold production from Fekola underground is expected to commence in mid-2025.

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Third Quarter 2024 Results

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^{(1) Attributable to the shareholders of the Company.
(2) Non-IFRS measure. For a description of how these measures are calculated and a reconciliation of these measures to the most directly comparable measures specified, defined or determined under IFRS and presented in the Company’s financial statements, refer to “Non-IFRS Measures”.}

Liquidity and Capital Resources

B2Gold continues to maintain a strong financial position and liquidity. At September 30, 2024, the Company had cash and cash equivalents of $431 million (December 31, 2023 – $307 million) and working capital (defined as current assets less current liabilities) of $419 million (December 31, 2023 – $397 million). During the quarter ended September 30, 2024, the Company drew down $200 million on the Company’s $700 million revolving credit facility, leaving $500 million remaining available for future draw downs.

Fourth Quarter 2024 Dividend

On November 6, 2024, B2Gold’s Board of Directors declared a cash dividend for the fourth quarter of 2024 (the “Q4 2024 Dividend”) of $0.04 per common share (or upon payment $0.16 per share on an annualized basis), payable on December 12, 2024, to shareholders of record as of December 2, 2024.

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In 2023, the Company implemented a Dividend Reinvestment Plan (“DRIP”). For the purposes of the Q4 2024 Dividend, the Company is pleased to announce that a discount of 3% will be applied to calculate the Average Market Price (as defined in the DRIP) of its common shares issued from treasury. However, the Company may, from time to time, in its discretion, change or eliminate any applicable discount, which would be publicly announced, all in accordance with the terms and conditions of the DRIP. Participation in the DRIP is optional. In order to participate in the DRIP in time for the Q4 2024 Dividend, registered shareholders must deliver a properly completed enrollment form to Computershare Trust Company of Canada by no later than 4:00 p.m. (Toronto time) on December 5, 2024. Beneficial shareholders who wish to participate in the DRIP should contact their financial advisor, broker, investment dealer, bank, financial institution, or other intermediary through which they hold common shares well in advance of the above date for instructions on how to enroll in the DRIP.

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This dividend is designated as an “eligible dividend” for the purposes of the Income Tax Act (Canada). Dividends paid by B2Gold to shareholders outside Canada (non-resident investors) will be subject to Canadian non-resident withholding taxes.

The declaration and payment of future dividends and the amount of any such dividends will be subject to the determination of the Board, in its sole and absolute discretion, taking into account, among other things, economic conditions, business performance, financial condition, growth plans, expected capital requirements, compliance with B2Gold’s constating documents, all applicable laws, including the rules and policies of any applicable stock exchange, as well as any contractual restrictions on such dividends, including any agreements entered into with lenders to the Company, and any other factors that the Board deems appropriate at the relevant time. There can be no assurance that any dividends will be paid at the intended rate or at all in the future.

For more information regarding the DRIP and enrollment in the DRIP, please refer to the Company’s website at https://www.b2gold.com/investors/stock_info/.

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This news release does not constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction nor will there be any sale of these securities in any province, state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such province, state or jurisdiction.

The Company has filed a registration statement relating to the DRIP with the U.S. Securities and Exchange Commission that may be obtained under the Company’s profile on the U.S. Securities and Exchange Commission’s website at http://www.sec.gov/EDGAR or by contacting the Company using the contact information at the end of this news release.

Operations

Fekola Complex – Mali

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^{(1) Non-IFRS measure. For a description of how these measures are calculated and a reconciliation of these measures to the most directly comparable measures specified, defined or determined under IFRS and presented in the Company’s financial statements, refer to “Non-IFRS Measures”.}

The Fekola Mine in Mali (owned 80% by the Company and 20% by the State of Mali) produced 78,207 ounces of gold in the third quarter of 2024, below expectations due to the delayed timing of mining of high-grade ore resulting in less high-grade ore processed during the quarter. For the third quarter of 2024, mill feed grade was 1.07 grams per tonne (“g/t”), mill throughput was 2.47 million tonnes, and gold recovery averaged 92.7%. Lower than anticipated equipment productivity and inclement weather throughout the quarter impacted the mined volumes of high-grade ore during the third quarter of 2024. Damage to an excavator and the subsequent need for replacement equipment impacted equipment availability for the first nine months of 2024, reducing tonnes mined during the first and second quarters of 2024, which affected the availability of higher-grade ore of Phase 7 of the Fekola pit resulting in less high-grade ore processed during the third quarter of 2024. The damaged machine has been replaced and the new unit operated for the full third quarter of 2024. The reduction in mining rates experienced in the first nine months of 2024 is expected to continue to impact the availability of higher-grade ore from Phase 7 of the Fekola pit during the fourth quarter of 2024 resulting in an expected decrease in Fekola production as compared to initial production estimates. Mining and processing of these ounces is now expected in the first quarter of 2025. Despite short term variations, overall, ore volumes and grades continue to reconcile relatively well with modelled values.

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The Fekola Mine’s cash operating costs (see “Non-IFRS Measures”) for the third quarter of 2024 were $1,434 per gold ounce produced ($1,393 per gold ounce sold). Cash operating costs per gold ounce produced for the third quarter of 2024 were higher than expected as a result of lower than anticipated gold production during the third quarter, partially offset by lower fuel costs, higher mill throughput, higher gold recovery and lower mining costs due to lower than expected mined tonnage.

All-in sustaining costs (see “Non-IFRS Measures”) for the third quarter of 2024 were $2,287 per gold ounce sold. All-in sustaining costs were higher than expected as a result of higher than anticipated production costs per gold ounce sold, lower than expected gold ounces sold, higher than anticipated sustaining capital expenditures due to the timing of expenditures and higher gold royalties resulting from a higher than anticipated average realized gold price.

Capital expenditures in the third quarter of 2024 totalled $64 million primarily consisting of $12 million for deferred stripping, $10 million for mobile equipment purchases and rebuilds, $7 million for the construction of a new tailings storage facility, $20 million for Fekola underground development and $11 million for solar plant expansion. All solar panels, inverters, transformers and the tracking system have been installed for the solar plant expansion and the solar field was energized on September 29, 2024. Commissioning has continued with final completion of the solar plant expansion expected by the end of November 2024.

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As a result of the delay in accessing higher-grade ounces from Phase 7 of the Fekola pit, production from the Fekola Complex is expected to be towards the low end of Fekola’s revised guidance range of between 420,000 and 450,000 ounces of gold in 2024. Cash operating costs and all-in sustaining costs are expected to be towards the upper ends of their respective revised guidance ranges of between $870 and $930 per ounce and $1,510 and $1,570 per ounce.

Fekola Regional Development

The Fekola Complex is comprised of the Fekola Mine (Medinandi permit hosting the Fekola and Cardinal pits and Fekola underground) and Fekola Regional (Anaconda Area (Bantako, Menankoto, and Bakolobi permits) and the Dandoko permit).

The development of Fekola Regional is expected to demonstrate positive economics through the enhancement of the overall production profile and the extension of mine life of the Fekola Complex. Based on B2Gold’s preliminary planning, Fekola Regional could provide selective higher-grade saprolite material (average annual grade of up to 2.2 g/t gold) to be trucked approximately 20 kilometers (“km”) and fed into the Fekola mill at a rate of up to 1.5 million tonnes per annum.

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On September 11, 2024, the Company announced the MOU Agreement with the State in connection with the ongoing operation and governance of the Fekola Complex, including the development of both the underground project at the Fekola Mine and Fekola Regional. Under the MOU Agreement, the State agreed to expedite the issuance of exploitation permits for Fekola Regional and the approval of the exploitation phase of Fekola underground. Upon issuance of the exploitation permit for Fekola Regional, mining operations will begin with initial gold production expected to commence in early 2025, with the potential to generate approximately 80,000 to 100,000 ounces of additional gold production per year from Fekola Regional sources through the trucking of open pit ore to the Fekola mill. Initial gold production from Fekola underground is expected to commence in mid-2025.

Masbate Mine – The Philippines

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^{(1) Non-IFRS measure. For a description of how these measures are calculated and a reconciliation of these measures to the most directly comparable measures specified, defined or determined under IFRS and presented in the Company’s financial statements, refer to “Non-IFRS Measures”.}

The Masbate Mine in the Philippines continued its strong performance with third quarter of 2024 gold production of 50,215 ounces, above expectations due to higher mill throughput and higher than expected mill feed grade. For the third quarter of 2024, mill feed grade was 0.98 g/t, mill throughput was 2.20 million tonnes, and gold recovery averaged 72.4%, lower than expected. Lower gold recovery in the third quarter was a result of mining additional lower recovery high-grade sulphide ore during the third quarter. Actual gold recovery for the third quarter of 2024 remained in line with modeled recovery values for the ore mined.

The Masbate Mine’s cash operating costs (see “Non-IFRS Measures”) for the third quarter of 2024 were $811 per gold ounce produced ($890 per gold ounce sold). Cash operating costs per gold ounce produced for the third quarter of 2024 were significantly lower than expected as a result of higher gold production, lower than anticipated mining and processing costs, higher mill productivity and lower fuel costs.

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All-in sustaining costs (see “Non-IFRS Measures”) for the third quarter of 2024 were $1,167 per ounce sold. All-in sustaining costs for the third quarter of 2024 were significantly lower than expected as a result of lower than anticipated production costs per gold ounce sold, higher than expected gold ounces sold and lower than expected sustaining capital expenditures.

Capital expenditures in the third quarter of 2024 totalled $5 million, primarily consisting of $2 million for mobile equipment purchases and rebuilds and $1 million for expansion of the existing tailings storage facility.

The Masbate Mine is expected to produce between 175,000 and 195,000 ounces of gold in 2024. Cash operating costs and all-in sustaining costs are expected to be at or below the low end of their respective revised guidance ranges of between $910 and $970 per ounce and $1,260 and $1,320 per ounce.

Otjikoto Mine – Namibia

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^{(1) Non-IFRS measure. For a description of how these measures are calculated and a reconciliation of these measures to the most directly comparable measures specified, defined or determined under IFRS and presented in the Company’s financial statements, refer to “Non-IFRS Measures”.}

The Otjikoto Mine in Namibia, in which the Company holds a 90% interest, continued to outperform during the third quarter of 2024, producing 52,131 ounces of gold, above expectations as a result of higher than anticipated mill feed grade and higher than expected mill throughput. For the third quarter of 2024, mill feed grade was 1.88 g/t, mill throughput was 0.87 million tonnes, and gold recovery averaged 98.8%. Ore production from the Wolfshag underground mine for the third quarter of 2024 averaged over 1,800 tonnes per day at an average grade of 3.64 g/t gold.

The Otjikoto Mine’s cash operating costs (see “Non-IFRS Measures”) for the third quarter of 2024 were $740 per gold ounce produced ($742 per ounce gold sold). Cash operating costs per gold ounce produced for the third quarter of 2024 were lower than anticipated due to higher than expected gold production in the third quarter of 2024.

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All-in sustaining costs (see “Non-IFRS Measures”) for the third quarter of 2024 were $896 per gold ounce sold. All-in sustaining costs for the third quarter of 2024 were lower than expected as a result of lower than expected cash operating costs and higher gold ounces sold, partially offset by higher gold royalties due to a higher than anticipated average realized gold price.

Capital expenditures for the third quarter of 2024 totalled $1 million for Wolfshag underground mine development.

The Otjikoto Mine is expected to produce between 185,000 and 205,000 ounces of gold in 2024 at cash operating costs of between $685 and $745 per ounce and all-in sustaining costs at or below the lower end of its guidance range of between $960 and $1,020 per ounce.

Goose Project Development

The Back River Gold District consists of five mineral claims blocks along an 80 km belt. Construction is underway at the most advanced project in the district, the Goose Project, and has been de-risked with significant infrastructure currently in place.

B2Gold recognizes that respect and collaboration with the Kitikmeot Inuit Association (“KIA”) is central to the license to operate in the Back River Gold District and will continue to prioritize developing the project in a manner that recognizes Inuit priorities, addresses concerns, and brings long-term socio-economic benefits to the Kitikmeot Region. B2Gold looks forward to continuing to build on its strong collaboration with the KIA and Kitikmeot Communities.

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As announced in May 2024, development of the open pit and underground was slightly behind schedule due to equipment availability (commissioning and availability of the open pit equipment), adverse weather conditions and the prioritization of critical path construction activities. An additional three months of mining was added to the schedule to ensure that the Umwelt open pit, underground development, and crown pillar activities align and that there is sufficient tailings storage capacity in the Echo open pit. With the schedule change, the mill is expected to start wet commissioning in the second quarter of 2025 with ramp up to full production in the third quarter of 2025. The Company continues to estimate that gold production in calendar year 2025 will be between 120,000 ounces and 150,000 ounces. The updated production profile has resulted in the Company now estimating that average annual gold production for the six year period from 2026 to 2031 will increase to be in excess of 310,000 ounces per year. The Company remains on track to complete an updated Goose Project life of mine plan by the end of the first quarter of 2025.

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B2Gold successfully completed the 2024 WIR campaign in the second quarter of 2024 and delivered all necessary materials from the MLA to complete the construction of the Goose Project. All planned construction year to date in 2024 has been completed and project construction and development continues to progress on track for first gold pour at the Goose Project in the second quarter of 2025 followed by ramp up to commercial production in the third quarter of 2025. The 2024 sealift was completed successfully on September 30, 2024, with ten ships and one barge having unloaded 123,000 m³ of dry cargo, more than 84 million liters of arctic grade diesel fuel and 58 additional trucks for the 2025 WIR campaign to the MLA from global locations. Sealift offloading performance significantly increased throughout the 2024 sealift due to a newly constructed barge ramp. Current activities at the MLA now include continued maintenance and preparation of the WIR construction and haulage fleet and staging all materials for shipment on the 2025 WIR to the Goose Project site.

Development of the open pit and underground remain the Company’s primary focus to ensure that adequate material is available for mill startup and that the Echo pit is available for tailings placement. Mining of the Echo pit is meeting production targets and is anticipated to be ready to receive tailings when the mill starts. The underground mine remains on schedule for commencement of production by the end of the second quarter of 2025.

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In the third quarter and first nine months of 2024, the Company incurred cash expenditures of $121 million (C$165 million) and $366 million (C$498 million), respectively, for the Goose Project on construction and mine development activities and $110 million (C$150 million) and $155 million (C$211 million), respectively, on supplies inventory.

As announced on September 12, 2024, the total Goose Project construction, mine development, and sustaining capital cash expenditures estimate (the “Total Goose Project Construction and Mine Development Cost”) before first gold production estimate is C$1,540 million, a C$290 million (or 23%) increase from the previous estimate from January 2024. Approximately 52% (or C$150 million) of the increase can be attributed to the one quarter delay in first gold production previously disclosed, combined with the acceleration of capital items that were previously anticipated to occur after first gold production. The acceleration of certain capital items is expected to make the Goose Project a more reliable and de-risked operation upon mill startup. The accelerated capital items include accelerated purchases of mining equipment versus the previous estimate to ensure continued growth in mining rates through 2025, the building of an accommodation complex at the MLA which will reduce ongoing annual costs associated with running the WIR, the construction of critical infrastructure at the Goose Project site, inclusive of warehousing, maintenance, mine dry facility, camp facility expansion, and the design acceleration of a reverse osmosis plant to optimize water management and lower ongoing operating costs. Approximately 24% (or C$70 million) of the increase in the Total Goose Project Construction and Mine Development Cost can be attributed to the increased cost of the logistics of shipping materials to the Goose Project site.

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As a result of the previously announced increases to the Total Goose Project Construction and Mine Development Cost before first gold production estimate, the Company incurred a non-cash impairment of $661 million on the Goose Project carrying value in the third quarter of 2024.

Gramalote Project Development

On June 18, 2024, the Company announced the results of a positive Preliminary Economic Assessment (“PEA”) on its 100% owned Gramalote Project located in the Department of Antioquia, Colombia. The PEA outlines a significant production profile with average annual gold production of 185,000 ounces over a 12.5 year project life with a low-cost structure and favorable metallurgical characteristics. Additionally, the PEA outlines strong project economics with an after-tax NPV_5% of $778 million and an after-tax internal rate of return of 20.6%, with a project payback on pre-production capital of 3.1 years.

The estimated pre-production capital cost for the project is $807 million (including approximately $93 million for mining equipment and $63 million for contingency). A robust amount of historical drilling and engineering studies have been completed on the Gramalote Project, which significantly de-risks future project development. Based on the positive results from the PEA, B2Gold believes that the Gramalote Project has the potential to become a medium-scale, low-cost open pit gold mine.

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B2Gold has commenced feasibility work with the goal of completing a feasibility study by mid-2025 and a $10 million budget has been approved by the Board. Due to the work completed for previous studies, the work remaining to finalize a feasibility study for the updated medium-scale project is not expected to be extensive. The main work programs for the feasibility study include geotechnical and environmental site investigations for the processing plant and waste dump footprints, as well as capital and operating cost estimates.

The Gramalote Project will continue to advance resettlement programs, establish coexistence programs for small miners, work on health, safety and environmental projects and continue to work with the government and local communities on social programs.

Due to the desired modifications to the processing plant and infrastructure locations, a Modified Environment Impact Study is required. B2Gold has commenced work on the modifications to the Environment Impact Study and expect it to be completed and submitted shortly following the completion of the feasibility study. If the final economics of the feasibility study are positive and B2Gold makes the decision to develop the Gramalote Project as an open pit gold mine, B2Gold would utilize its proven internal mine construction team to build the mine and mill facilities.

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Outlook

Total gold production for 2024 is forecast to be towards the low end of the Company’s guidance range of between 800,000 and 870,000 ounces, including 20,000 ounces of attributable production from Calibre Mining Corp (“Calibre”).

Gold production in 2025 is expected to increase significantly relative to 2024 as a result of the scheduled mining and processing of higher-grade ore from the Fekola and Cardinal pits made accessible by the meaningful stripping campaign that has been undertaken throughout 2024, the expected full year of contribution from Fekola Regional, which is anticipated to contribute between 80,000 and 100,000 ounces of additional production, and commencement of mining the higher-grade Fekola underground (subject to receipt of necessary permits for Fekola Regional and Fekola underground).

Upon completion of construction activities at the Goose Project, the mine is expected to commence gold production in the second quarter of 2025 and contribute between 120,000 and 150,000 ounces of gold in calendar year 2025. Over the first six full calendar years of operation from 2026 to 2031, the average annual gold production for the Goose Project is estimated to be in excess of 310,000 ounces of gold per year.

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The positive PEA results on the Company’s 100% owned Gramalote Project, located in the Department of Antioquia, Colombia, outlines a significant production profile with average annual gold production of 234,000 ounces per year for the first five years of production, and strong project economics over a 12.5 year project life. As a result, B2Gold has commenced feasibility work with the goal of completing a feasibility study by mid-2025 and a $10 million budget has been approved by the Board.

Following the release of an initial Inferred Mineral Resource Estimate for the Springbok Zone, the southernmost shoot of the recently discovered Antelope deposit, located approximately three km south of the Otjikoto Phase 5 open pit at the Otjikoto Mine in Namibia, in the second quarter of 2024, the Company has commenced a PEA which is expected to be completed in the first half of 2025. Subject to receipt of a positive PEA and permit, mining of the Springbok Zone, coupled with the exploration potential of the greater Antelope deposit, could begin to contribute to gold production at Otjikoto in 2026. The Antelope deposit has the potential to supplement the processing of low-grade stockpiles at the Otjikoto Mine through 2031, with the goal of increasing gold production levels to over 100,000 ounces per year from 2026 through 2031.

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The Company’s ongoing strategy is to continue to maximize profitable production from its existing mines, maintain a strong financial position, realize the significant potential increase in gold production from the Company’s existing development projects, continue exploration programs across the Company’s robust land packages, evaluate new exploration, development and production opportunities and continue to return capital to shareholders.

Third Quarter 2024 Financial Results – Conference Call Details

B2Gold executives will host a conference call to discuss the results on Thursday, November 7, 2024, at 8:00 am PT / 11:00 am ET.

Participants may register for the conference call here: registration link. Upon registering, participants will receive a calendar invitation by email with dial in details and a unique PIN. This will allow participants to bypass the operator queue and connect directly to the conference. Registration will remain open until the end of the conference call. Participants may also dial in using the numbers below:

• Toll-free in U.S. and Canada: +1 (844) 763-8274
• All other callers: +1 (647) 484-8814

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The conference call will be available for playback for two weeks by dialing toll-free in the U.S. and Canada: +1 (855) 669-9658, replay access code 4078435. All other callers: +1 (412) 317-0088, replay access code 4078435.

About B2Gold

B2Gold is a low-cost international senior gold producer headquartered in Vancouver, Canada. Founded in 2007, today, B2Gold has operating gold mines in Mali, Namibia and the Philippines, the Goose Project under construction in northern Canada and numerous development and exploration projects in various countries including Mali, Colombia and Finland. B2Gold forecasts total consolidated gold production of between 800,000 and 870,000 ounces in 2024.

Qualified Persons

Bill Lytle, Senior Vice President and Chief Operating Officer, a qualified person under NI 43-101, has approved the scientific and technical information related to operations matters contained in this news release.

Andrew Brown, P. Geo., Vice President, Exploration, a qualified person under NI 43-101, has approved the scientific and technical information related to exploration and mineral resource matters contained in this news release.

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ON BEHALF OF B2GOLD CORP.

“Clive T. Johnson”
President and Chief Executive Officer

Source: B2Gold Corp.

The Toronto Stock Exchange and NYSE American LLC neither approve nor disapprove the information contained in this news release. 

Production results and production guidance presented in this news release reflect total production at the mines B2Gold operates on a 100% project basis. Please see our Annual Information Form dated March 14, 2024 for a discussion of our ownership interest in the mines B2Gold operates.

This news release includes certain “forward-looking information” and “forward-looking statements” (collectively forward-looking statements”) within the meaning of applicable Canadian and United States securities legislation, including: projections; outlook; guidance; forecasts; estimates; and other statements regarding future or estimated financial and operational performance, gold production and sales, revenues and cash flows, and capital costs (sustaining and non-sustaining) and operating costs, including projected cash operating costs and AISC, and budgets on a consolidated and mine by mine basis; future or estimated mine life, metal price assumptions, ore grades or sources, gold recovery rates, stripping ratios, throughput, ore processing; statements regarding anticipated exploration, drilling, development, construction, permitting and other activities or achievements of B2Gold; and including, without limitation: remaining well positioned for continued strong operational and financial performance in 2024; projected gold production, cash operating costs and AISC on a consolidated and mine by mine basis in 2024; total consolidated gold production of between 800,000 and 870,000 ounces (including 20,000 attributable ounces from Calibre) in 2024, with cash operating costs of between $835 and $895 per ounce and AISC of between $1,420 and $1,480 per ounce; B2Gold’s continued prioritization of developing the Goose Project in a manner that recognizes Indigenous input and concerns and brings long-term socio-economic benefits to the area; the Goose Project capital cost being approximately C$1,190 million and the net cost of open pit and underground development, deferred stripping, and sustaining capital expenditures to be incurred prior to first gold production being approximately C$350 million and the cost for reagents and other working capital items being C$330 million; the Goose Project producing approximately 310,000 ounces of gold per year for the first six years; the potential for first gold production in the second quarter of 2025 from the Goose Project and the estimates of such production; trucking of selective higher-grade saprolite material from the Anaconda Area to the Fekola mill having the potential to generate approximately 80,000 to 100,000 ounces of additional gold production per year from Fekola Regional sources; the receipt of the exploitation permit for Fekola Regional and Fekola Regional production expected to commence at the beginning of 2025; the receipt of a permit for Fekola underground and Fekola underground commencing operation in mid-2025; the potential for the Antelope deposit to be developed as an underground operation and contribute gold during the low-grade stockpile processing in 2026 through 2031; the results and estimates in the Gramalote PEA, including the project life, average annual gold production, processing rate, capital cost, net present value, after-tax net cash flow, after-tax internal rate of return and payback; the timing and results of a feasibility study on the Gramalote Project; and the potential to develop the Gramalote Project as an open pit gold mine. All statements in this news release that address events or developments that we expect to occur in the future are forward-looking statements. Forward-looking statements are statements that are not historical facts and are generally, although not always, identified by words such as “expect”, “plan”, “anticipate”, “project”, “target”, “potential”, “schedule”, “forecast”, “budget”, “estimate”, “intend” or “believe” and similar expressions or their negative connotations, or that events or conditions “will”, “would”, “may”, “could”, “should” or “might” occur. All such forward-looking statements are based on the opinions and estimates of management as of the date such statements are made.

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Forward-looking statements necessarily involve assumptions, risks and uncertainties, certain of which are beyond B2Gold’s control, including risks associated with or related to: the volatility of metal prices and B2Gold’s common shares; changes in tax laws; the dangers inherent in exploration, development and mining activities; the uncertainty of reserve and resource estimates; not achieving production, cost or other estimates; actual production, development plans and costs differing materially from the estimates in B2Gold’s feasibility and other studies; the ability to obtain and maintain any necessary permits, consents or authorizations required for mining activities; environmental regulations or hazards and compliance with complex regulations associated with mining activities; climate change and climate change regulations; the ability to replace mineral reserves and identify acquisition opportunities; the unknown liabilities of companies acquired by B2Gold; the ability to successfully integrate new acquisitions; fluctuations in exchange rates; the availability of financing; financing and debt activities, including potential restrictions imposed on B2Gold’s operations as a result thereof and the ability to generate sufficient cash flows; operations in foreign and developing countries and the compliance with foreign laws, including those associated with operations in Mali, Namibia, the Philippines and Colombia and including risks related to changes in foreign laws and changing policies related to mining and local ownership requirements or resource nationalization generally; remote operations and the availability of adequate infrastructure; fluctuations in price and availability of energy and other inputs necessary for mining operations; shortages or cost increases in necessary equipment, supplies and labour; regulatory, political and country risks, including local instability or acts of terrorism and the effects thereof; the reliance upon contractors, third parties and joint venture partners; the lack of sole decision-making authority related to Filminera Resources Corporation, which owns the Masbate Project; challenges to title or surface rights; the dependence on key personnel and the ability to attract and retain skilled personnel; the risk of an uninsurable or uninsured loss; adverse climate and weather conditions; litigation risk; competition with other mining companies; community support for B2Gold’s operations, including risks related to strikes and the halting of such operations from time to time; conflicts with small scale miners; failures of information systems or information security threats; the ability to maintain adequate internal controls over financial reporting as required by law, including Section 404 of the Sarbanes-Oxley Act; compliance with anti-corruption laws, and sanctions or other similar measures; social media and B2Gold’s reputation; risks affecting Calibre having an impact on the value of the Company’s investment in Calibre, and potential dilution of our equity interest in Calibre; as well as other factors identified and as described in more detail under the heading “Risk Factors” in B2Gold’s most recent Annual Information Form, B2Gold’s current Form 40-F Annual Report and B2Gold’s other filings with Canadian securities regulators and the U.S. Securities and Exchange Commission (the “SEC”), which may be viewed at www.sedar.com and www.sec.gov, respectively (the “Websites”). The list is not exhaustive of the factors that may affect B2Gold’s forward-looking statements.

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B2Gold’s forward-looking statements are based on the applicable assumptions and factors management considers reasonable as of the date hereof, based on the information available to management at such time. These assumptions and factors include, but are not limited to, assumptions and factors related to B2Gold’s ability to carry on current and future operations, including: development and exploration activities; the timing, extent, duration and economic viability of such operations, including any mineral resources or reserves identified thereby; the accuracy and reliability of estimates, projections, forecasts, studies and assessments; B2Gold’s ability to meet or achieve estimates, projections and forecasts; the availability and cost of inputs; the price and market for outputs, including gold; foreign exchange rates; taxation levels; the timely receipt of necessary approvals or permits; the ability to meet current and future obligations; the ability to obtain timely financing on reasonable terms when required; the current and future social, economic and political conditions; and other assumptions and factors generally associated with the mining industry.

B2Gold’s forward-looking statements are based on the opinions and estimates of management and reflect their current expectations regarding future events and operating performance and speak only as of the date hereof. B2Gold does not assume any obligation to update forward-looking statements if circumstances or management’s beliefs, expectations or opinions should change other than as required by applicable law. There can be no assurance that forward-looking statements will prove to be accurate, and actual results, performance or achievements could differ materially from those expressed in, or implied by, these forward-looking statements. Accordingly, no assurance can be given that any events anticipated by the forward-looking statements will transpire or occur, or if any of them do, what benefits or liabilities B2Gold will derive therefrom. For the reasons set forth above, undue reliance should not be placed on forward-looking statements.

Non-IFRS Measures
This news release includes certain terms or performance measures commonly used in the mining industry that are not defined under International Financial Reporting Standards (“IFRS”), including “cash operating costs” and “all-in sustaining costs” (or “AISC”). Non-IFRS measures do not have any standardized meaning prescribed under IFRS, and therefore they may not be comparable to similar measures employed by other companies. The data presented is intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS and should be read in conjunction with B2Gold’s consolidated financial statements. Readers should refer to B2Gold’s Management Discussion and Analysis, available on the Websites, under the heading “Non-IFRS Measures” for a more detailed discussion of how B2Gold calculates certain of such measures and a reconciliation of certain measures to IFRS terms.

Cautionary Statement Regarding Mineral Reserve and Resource Estimates
The disclosure in this news release was prepared in accordance with Canadian National Instrument 43-101, which differs significantly from the requirements of the United States Securities and Exchange Commission (“SEC”), and resource and reserve information contained or referenced in this news release may not be comparable to similar information disclosed by public companies subject to the technical disclosure requirements of the SEC. Historical results or feasibility models presented herein are not guarantees or expectations of future performance.

NON-IFRS MEASURES

Cash operating costs per gold ounce sold and total cash costs per gold ounce sold

‘‘Cash operating costs per gold ounce’’ and “total cash costs per gold ounce” are common financial performance measures in the gold mining industry but, as non-IFRS measures, they do not have a standardized meaning under IFRS and therefore may not be comparable to similar measures presented by other issuers. Management believes that, in addition to conventional measures prepared in accordance with IFRS, certain investors use this information to evaluate our performance and ability to generate cash flow. Accordingly, these measures are intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. The measures, along with sales, are considered to be a key indicator of the Company’s ability to generate earnings and cash flow from its mining operations.

Cash cost figures are calculated on a sales basis in accordance with a standard developed by The Gold Institute, which was a worldwide association of suppliers of gold and gold products and included leading North American gold producers. The Gold Institute ceased operations in 2002, but the standard is the accepted standard of reporting cash cost of production in North America. Adoption of the standard is voluntary and the cost measures presented may not be comparable to other similarly titled measures of other companies. Other companies may calculate these measures differently. Cash operating costs and total cash costs per gold ounce sold are derived from amounts included in the statement of operations and include mine site operating costs such as mining, processing, smelting, refining, transportation costs, royalties and production taxes, less silver by-product credits. The tables below show a reconciliation of cash operating costs per gold ounce sold and total cash costs per gold ounce sold to production costs as extracted from the unaudited condensed interim consolidated financial statements on a consolidated and a mine-by-mine basis (dollars in thousands):

Cash operating costs per gold ounce produced

In addition to cash operating costs on a per gold ounce sold basis, the Company also presents cash operating costs on a per gold ounce produced basis. Cash operating costs per gold ounce produced is derived from amounts included in the statement of operations and include mine site operating costs such as mining, processing, smelting, refining, transportation costs, less silver by-product credits. The tables below show a reconciliation of cash operating costs per gold ounce produced to production costs as extracted from the unaudited condensed interim consolidated financial statements on a consolidated and a mine-by-mine basis (dollars in thousands):

All-in sustaining costs per gold ounce

In June 2013, the World Gold Council, a non-regulatory association of the world’s leading gold mining companies established to promote the use of gold to industry, consumers and investors, provided guidance for the calculation of the measure “all-in sustaining costs per gold ounce”, but as a non-IFRS measure, it does not have a standardized meaning under IFRS and therefore may not be comparable to similar measures presented by other issuers. The original World Gold Council standard became effective January 1, 2014 with further updates announced on November 16, 2018 which were effective starting January 1, 2019.

Management believes that the all-in sustaining costs per gold ounce measure provides additional insight into the costs of producing gold by capturing all of the expenditures required for the discovery, development and sustaining of gold production and allows the Company to assess its ability to support capital expenditures to sustain future production from the generation of operating cash flows. Management believes that, in addition to conventional measures prepared in accordance with IFRS, certain investors use this information to evaluate the Company’s performance and ability to generate cash flow. Accordingly, it is intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. Adoption of the standard is voluntary and the cost measures presented may not be comparable to other similarly titled measures of other companies. The Company has applied the principles of the World Gold Council recommendations and has reported all-in sustaining costs on a sales basis. Other companies may calculate these measures differently.

B2Gold defines all-in sustaining costs per ounce as the sum of cash operating costs, royalties and production taxes, capital expenditures and exploration costs that are sustaining in nature, sustaining lease expenditures, corporate general and administrative costs, share-based payment expenses related to restricted share units/deferred share units/performance share units/restricted phantom units (“RSUs/DSUs/PSUs/RPUs”), community relations expenditures, reclamation liability accretion and realized (gains) losses on fuel derivative contracts, all divided by the total gold ounces sold to arrive at a per ounce figure.

The table below shows a reconciliation of all-in sustaining costs per ounce to production costs as extracted from the unaudited condensed interim consolidated financial statements on a consolidated and a mine-by-mine basis for the three months ended September 30, 2024 (dollars in thousands):

^{(1) Included as a component of Share-based payments on the Statement of operations.
(2) Refer to Sustaining capital expenditures and Sustaining mine exploration reconciliations below.}

The table below shows a reconciliation of sustaining capital expenditures to operating mine capital expenditures as extracted from the unaudited condensed interim consolidated financial statements for the three months ended September 30, 2024 (dollars in thousands):

The table below shows a reconciliation of sustaining mine exploration to operating mine exploration as extracted from the unaudited condensed interim consolidated financial statements for the three months ended September 30, 2024 (dollars in thousands):

The table below shows a reconciliation of all-in sustaining costs per ounce to production costs as extracted from the unaudited condensed interim consolidated financial statements on a consolidated and a mine-by-mine basis for the three months ended September 30, 2023 (dollars in thousands):

^{(1) Included as a component of Share-based payments on the Statement of operations.
(2) Refer to Sustaining capital expenditures and Sustaining mine exploration reconciliations below.}

The table below shows a reconciliation of sustaining capital expenditures to operating mine capital expenditures as extracted from the unaudited condensed interim consolidated financial statements for the three months ended September 30, 2023 (dollars in thousands):

The table below shows a reconciliation of sustaining mine exploration to operating mine exploration as extracted from the unaudited condensed interim consolidated financial statements for the three months ended September 30, 2023 (dollars in thousands):

The table below shows a reconciliation of all-in sustaining costs per ounce to production costs as extracted from the unaudited condensed interim consolidated financial statements on a consolidated and a mine-by-mine basis for the nine months ended September 30, 2024 (dollars in thousands):

^{(1) Included as a component of Share-based payments on the Statement of operations.
(2) Refer to Sustaining capital expenditures and Sustaining mine exploration reconciliations below.}

The table below shows a reconciliation of sustaining capital expenditures to operating mine capital expenditures as extracted from the unaudited condensed interim consolidated financial statements for the nine months ended September 30, 2024 (dollars in thousands):

The table below shows a reconciliation of sustaining mine exploration to operating mine exploration as extracted from the unaudited condensed interim consolidated financial statements for the nine months ended September 30, 2024 (dollars in thousands):

The tables below show a reconciliation of all-in sustaining costs per ounce to production costs as extracted from the unaudited condensed interim consolidated financial statements on a consolidated and a mine-by-mine basis for the nine months ended September 30, 2023 (dollars in thousands):

^{(1) Included as a component of Share-based payments on the Statement of operations.
(2) Refer to Sustaining capital expenditures and Sustaining mine exploration reconciliations below}

The table below shows a reconciliation of sustaining capital expenditures to operating mine capital expenditures as extracted from the unaudited condensed interim consolidated financial statements for the nine months ended September 30, 2023 (dollars in thousands):

The table below shows a reconciliation of sustaining mine exploration to operating mine exploration as extracted from the unaudited condensed interim consolidated financial statements for the nine months ended September 30, 2023 (dollars in thousands):

Adjusted net income and adjusted earnings per share – basic

Adjusted net income and adjusted earnings per share – basic are non-IFRS measures that do not have a standardized meaning prescribed by IFRS and therefore may not be comparable to similar measures presented by other issuers. The Company defines adjusted net income as net income attributable to shareholders of the Company adjusted for non-recurring items and also significant recurring non-cash items. The Company defines adjusted earnings per share – basic as adjusted net income divided by the basic weighted number of common shares outstanding.

Management believes that the presentation of adjusted net income and adjusted earnings per share – basic is appropriate to provide additional information to investors regarding items that we do not expect to continue at the same level in the future or that management does not believe to be a reflection of the Company’s ongoing operating performance. Management further believes that its presentation of these non-IFRS financial measures provide information that is useful to investors because they are important indicators of the strength of our operations and the performance of our core business. Accordingly, it is intended to provide additional information and should not be considered in isolation as a substitute for measures of performance prepared in accordance with IFRS. Other companies may calculate this measure differently.

A reconciliation of net (loss) income to adjusted net income as extracted from the unaudited condensed interim consolidated financial statements is set out in the table below:

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KELLOG, Idaho and VANCOUVER, British Columbia, Nov. 06, 2024 (GLOBE NEWSWIRE) — Bunker Hill Mining Corp. (“Bunker Hill” or the “Company”) (TSX-V: BNKR; OTCQB: BHLL) announces that it has closed the third tranche of the previously announced silver loan with Monetary Metals Bond III LLC (the “LLC”), an entity established by Monetary Metals & Co. (“MM”), in the principal amount of US$6,321,112, being the amount of US dollars equal to, as of November 6, 2024, 198,777 ounces of silver.

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Silver Loan

As described in the news releases dated June 7, 2024, August 8, 2024 and September 25, 2024, MM, through the LLC, has agreed to loan the Company a principal amount of US dollars equal to up to 1.2 million ounces of silver, to be advanced in one or more tranches, in support of the re-start and ongoing development of the Bunker Hill Mine (the “Silver Loan”). On August 8, 2024, the Company closed on the first tranche of the Silver Loan in the principal amount of US$16,422,039, being the amount of US dollars equal to, as of August 8, 2024, 609,805 ounces of silver. On September 25, 2024, the Company closed on the second tranche of the Silver Loan in the principal amount of US$6,369,000, being the amount of US dollars equal to, as of September 24, 2024, 200,000 ounces of silver.

DSU Settlement

Further to its news release dated October 7, 2024, the Company issued 750,000 shares of common stock of the Company (the “DSU Shares”) instead of 1,039,403 DSU Shares as previously disclosed, at a deemed issue price of C$0.16 per DSU Share to a former director of the Company in partial satisfaction of the C$166,304.31 cash payment payable to such director upon their redemption of outstanding deferred share units. The Company settled the remaining C$46,304.31 with a cash payment. This transaction remains subject to the receipt of the final approval of the TSX Venture Exchange (the “TSX-V”).

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The securities referenced herein or any securities underlying or derived from the financial instruments referenced herein, including but not limited to the Silver Loan and the DSU Shares, have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”). This news release does not constitute an offer to sell or the solicitation of an offer to buy such securities, nor shall there be any sale of such securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

ABOUT BUNKER HILL MINING CORP.

Under Idaho-based leadership, Bunker Hill intends to sustainably restart and develop the Bunker Hill Mine as the first step in consolidating and then optimizing several mining assets into a high-value portfolio of operations centered initially in North America. Information about the Company is available on its website, www.bunkerhillmining.com, or within the SEDAR+ and EDGAR databases.

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On behalf of Bunker Hill Mining Corp.

Sam Ash
President and Chief Executive Officer

For additional information, please contact:

Brenda Dayton
Vice President, Investor Relations
T: 604.417.7952
E: brenda.dayton@bunkerhillmining.com

Cautionary Statements

Neither the TSX-V nor its Regulation Services Provider (as that term is defined in the policies of the TSX-V) accepts responsibility for the adequacy or accuracy of this news release.

Certain statements in this news release are forward-looking and involve a number of risks and uncertainties. Such forward-looking statements are within the meaning of that term in Section 27A of the Securities Act and Section 21E of the U.S. Securities Exchange Act of 1934, as amended, as well as within the meaning of the phrase ‘forward-looking information’ in the Canadian Securities Administrators’ National Instrument 51-102 – Continuous Disclosure Obligations (collectively, “forward-looking statements”). Forward-looking statements are not comprised of historical facts. Forward-looking statements include estimates and statements that describe the Company’s future plans, objectives or goals, including words to the effect that the Company or management expects a stated condition or result to occur. Forward-looking statements may be identified by such terms as “believes”, “anticipates”, “expects”, “estimates”, “may”, “could”, “would”, “will”, “plan” or variations of such words and phrases.

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Forward-looking statements in this news release include, but are not limited to, statements regarding: the Company’s objectives, goals or future plans, including the restart and development of the Bunker Hill Mine; the achievement of future short-term, medium-term and long-term operational strategies; the Silver Loan; the advancement of additional tranches of the Silver Loan; and the Company receiving TSX-V approval for the issuance of the DSU Shares. Factors that could cause actual results to differ materially from such forward-looking statements include, but are not limited to, those risks and uncertainties identified in public filings made by Bunker Hill with the U.S. Securities and Exchange Commission (the “SEC”) and with applicable Canadian securities regulatory authorities, and the following: the Company not receiving the approval of the TSX-V for the issuance of the DSU Shares; the Company’s inability to raise additional capital for project activities, including through equity financings, concentrate offtake financings or otherwise; the fluctuating price of commodities; capital market conditions; restrictions on labor and its effects on international travel and supply chains; failure to identify mineral resources; failure to convert estimated mineral resources to reserves; the preliminary nature of metallurgical test results; the Company’s ability to restart and develop the Bunker Hill Mine and the risks of not basing a production decision on a feasibility study of mineral reserves demonstrating economic and technical viability, resulting in increased uncertainty due to multiple technical and economic risks of failure which are associated with this production decision including, among others, areas that are analyzed in more detail in a feasibility study, such as applying economic analysis to resources and reserves, more detailed metallurgy and a number of specialized studies in areas such as mining and recovery methods, market analysis, and environmental and community impacts and, as a result, there may be an increased uncertainty of achieving any particular level of recovery of minerals or the cost of such recovery, including increased risks associated with developing a commercially mineable deposit, with no guarantee that production will begin as anticipated or at all or that anticipated production costs will be achieved; failure to commence production would have a material adverse impact on the Company’s ability to generate revenue and cash flow to fund operations; failure to achieve the anticipated production costs would have a material adverse impact on the Company’s cash flow and future profitability; delays in obtaining or failures to obtain required governmental, environmental or other project approvals; political risks; changes in equity markets; uncertainties relating to the availability and costs of financing needed in the future; the inability of the Company to budget and manage its liquidity in light of the failure to obtain additional financing, including the ability of the Company to complete the payments pursuant to the terms of the agreement to acquire the Bunker Hill Mine complex; inflation; changes in exchange rates; fluctuations in commodity prices; delays in the development of projects; and capital, operating and reclamation costs varying significantly from estimates and the other risks involved in the mineral exploration and development industry. Although the Company believes that the assumptions and factors used in preparing the forward-looking statements in this news release are reasonable, undue reliance should not be placed on such statements or information, which only applies as of the date of this news release, and no assurance can be given that such events will occur in the disclosed time frames or at all, including as to whether or when the Company will achieve its project finance initiatives, or as to the actual size or terms of those financing initiatives. The Company disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, other than as required by law. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.

Readers are cautioned that the foregoing risks and uncertainties are not exhaustive. Additional information on these and other risk factors that could affect the Company’s operations or financial results are included in the Company’s annual report and may be accessed through the SEDAR+ website (www.sedarplus.ca) or through EDGAR on the SEC website (www.sec.gov).

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Not for distribution to U.S. newswire services or dissemination in the United States

TORONTO, Nov. 06, 2024 (GLOBE NEWSWIRE) — NexGold Mining Corp. (TSXV: NEXG; OTCQX: NXGCF) (“NexGold”) and Signal Gold Inc. (TSX: SGNL; OTCQB: SGNLF) (“Signal”) are pleased to announce that, further to the companies’ joint news releases dated October 10, 2024 and October 23, 2024, the companies have closed their previously announced oversubscribed and upsized concurrent financings for aggregate gross proceeds of $18.5 million. The Concurrent Financing (as defined below) was carried out in connection with the proposed plan of arrangement, pursuant to which NexGold will acquire all of the shares of Signal to create a near-term gold developer, advancing NexGold’s Goliath Gold Complex Project (“Goliath Project”) in Northern Ontario and Signal’s Goldboro Project (“Goldboro Project”) in the historic Goldboro Gold District in Nova Scotia (the “Transaction”).

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Pursuant to the flow-through unit private placement of NexGold (the “FT Financing”), NexGold has issued an aggregate of 10,106,250 units (“FT Units”) at a price of $0.80 per unit for gross proceeds of $8,085,000. Each FT Unit is comprised of one flow-through common share of NexGold (a “FT Share”) and one-half of one common share purchase warrant (each whole warrant, a “FT Unit Warrant”) issued on a non-flow-through basis. The FT Shares have been issued as “flow-through shares” within the meaning of the Income Tax Act (Canada) (the “Tax Act”). Each FT Unit Warrant entitles the holder thereof to purchase one non-flow-through common share of NexGold (a “NexGold Share”) at a price of $1.05 for a period of 24 months following the date of issuance.

Pursuant to the subscription receipt private placement of Signal (the “Hard Dollar Financing” and together with the FT Financing, the “Concurrent Financing”), Signal has issued an aggregate of 120,075,840 subscription receipts (“Subscription Receipts”) at a price of $0.08705 per Subscription Receipt for gross proceeds of $10,452,601.87. Prior to the completion of the Arrangement, Signal Gold may exercise its option to issue up to an additional 6,003,792 Subscription Receipts for additional gross proceeds of up to $522,630.10. The Subscription Receipts will automatically convert into units of Signal (“NFT Units”) upon satisfaction or waiver of certain release conditions (including the satisfaction of all conditions precedent to the completion of the Transaction, other than those conditions that can only be satisfied at the effective time of the transaction, including, but not limited to, the issuance of NexGold Shares as consideration to shareholders of Signal) (the “Escrow Release Conditions”). Upon issuance, each NFT Unit will be comprised of one common share of Signal (a “NFT Share”) and one-half of one common share purchase warrant of Signal (each whole warrant, a “NFT Unit Warrant”). Each NFT Unit Warrant will entitle the holder thereof to purchase one NFT Share at a price of $0.11818 for a period of 24 months following the date of issuance.

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Each NFT Share issued on conversion of the Subscription Receipts will then be exchanged for 0.1244 (the “Exchange Ratio”) of one NexGold Share pursuant to the terms of the Transaction. Further, NFT Unit Warrants issued on conversion of the Subscription Receipts will be adjusted in accordance with their terms such that the NFT Unit Warrants will be exercisable to acquire NexGold Shares based on the Exchange Ratio.

The net proceeds of the Hard Dollar Financing are expected to be used by the combined company to fund the retirement of certain debt, the exploration and advancement of the Goliath and Goldboro Projects and for working capital and general corporate purposes. An amount equal to the gross proceeds from the issuance of the FT Shares will be used to fund advancement of NexGold’s projects (which would include Signal’s projects assuming closing of the Transaction). NexGold will, in a timely and prescribed manner and form, incur expenses which will: (i) constitute “Canadian exploration expenses”, and (ii) constitute “flow-through mining expenditures”, (as all such terms are defined in the Tax Act), in an amount equal to the gross amount raised pursuant to the sale of FT Shares. NexGold will, in a timely and prescribed manner and form, renounce the Canadian exploration expenses (on a pro rata basis) to each subscriber with an effective date of no later than December 31, 2024, in accordance with the Tax Act, as applicable, all in accordance with the terms of the subscription and renunciation agreements to be entered into by NexGold and the subscribers in the FT Financing.

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In connection with the FT Financing, NexGold paid finder’s compensation to certain eligible finders comprised of aggregate cash payments of $120,720 and the issuance of 150,900 non-transferable finder’s warrants (“Finder’s Warrants”) in respect of subscribers introduced to NexGold by such finders. The Finder’s Warrants are exercisable to acquire one NexGold Share at a price of $0.95 for a period of 24 months from the date of issuance.

In connection with the Hard Dollar Financing, it is anticipated that Signal will, at the time of conversion of the Subscription Receipts, pay finder’s compensation to certain eligible finders to be comprised of: (i) a cash payment of up to 6.0% of the gross proceeds raised from sales of Subscription Receipts to subscribers introduced by such finders; and (ii) such number of non-transferable finder’s warrants as is equal to an amount not to exceed 6.0% of the number of Subscription Receipts sold to subscribers introduced by such finders to Signal. The finder’s warrants of Signal will be economically equivalent to the NFT Unit Warrants, and following closing of the Transaction, each such finder’s warrant will be adjusted in accordance with its terms and exercisable to acquire NexGold Shares at a price of $0.95 per NexGold Share for a period of 24 months.

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All securities issued in the Concurrent Financing are subject to a statutory four-month and one day hold period from the date of issuance, in addition to such other restrictions as may apply under applicable securities laws of jurisdictions outside of Canada.

Certain related parties of NexGold and Signal (together, the “Interested Parties”) purchased or acquired direction or control over a total of 537,500 FT Units and 5,166,645 Subscription Receipts collectively in each financing (with 500,000 FT Units being acquired by related parties of NexGold participating in the FT Financing and 1,033,890 Subscription Receipts being acquired by Signal related parties in the Hard Dollar Financing). The placement to those persons constitutes a “related party transaction” within the meaning of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101”). Notwithstanding the foregoing, the directors of NexGold and Signal have determined that the Interested Parties’ participation in the FT Financing and Hard Dollar Financing, respectively, will be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 in reliance on the exemptions set forth in sections 5.5(a) and 5.7(1)(a) of MI 61-101. Neither of the companies filed a material change report 21 days prior to the closing of the Concurrent Financing as the details of the participation of Interested Parties had not been confirmed at that time.

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An investment fund sub-advised by Sprott Asset Management (“Sprott”) acquired 2,500,000 FT Units under the FT Financing for total consideration of $2,000,000. Prior to the FT Financing, Sprott, together with its affiliates and sub-advised funds, beneficially owned or controlled 7,368,716 common shares of NexGold and 2,328,750 common share purchase warrants of NexGold, representing approximately 9.66% of the outstanding NexGold common shares on a non-diluted basis and 12.34% of the NexGold common shares on a partially diluted basis. As a result of the FT Financing, Sprott, together with its affiliates and sub-advised funds, beneficially owns or controls 9,868,716 NexGold common shares and 3,578,750 common share purchase warrants representing 11.43% of the issued and outstanding common shares of NexGold on a non-diluted basis and 14.95% on a partially diluted basis. The FT Units were acquired for investment purposes. Sprott, its affiliates and sub-advised funds, may acquire additional securities of NexGold including on the open market or through private acquisitions or may sell securities of NexGold including on the open market or through private dispositions in the future depending on market conditions, reformulation of plans and/or other relevant factors that Sprott considers relevant from time to time.

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The securities offered in the Concurrent Financing have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any U.S. state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, United States persons absent registration or any applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This news release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

Please refer to the October 10, 2024 and October 23, 2024 news releases for additional details regarding the Transaction and proposed debt restructuring to be carried out in connection with the Transaction.

Investor Awareness and Marketing Agreement

NexGold has continued the agreement with i2i Marketing Group LLC (“i2i”) that was entered into by NexGold’s subsidiary, Blackwolf Copper and Gold Ltd., to provide ongoing marketing services including online content distribution and advertising (see news release dated October 3, 2023). i2i will work to facilitate investor awareness about NexGold and its assets. i2i has been paid an additional USD $250,000 to develop required content and for advertising for up to six months or until such funds last. After exhaustion of the additional funds the budget may be adjusted monthly based on market conditions and NexGold’s requirements. NexGold will not issue any securities to i2i in consideration for the marketing services. i2i does not have any prior relationship with NexGold and NexGold and i2i deal at arm’s length. i2i is based out of Odessa, Florida.

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For more information about NexGold and Signal, please refer to each company’s profile on SEDAR+ at www.sedarplus.ca.

About NexGold Mining Corp.

NexGold Mining Corp. is a gold-focused company with assets in Canada and Alaska. NexGold’s Goliath Project (which includes the Goliath, Goldlund and Miller deposits) is located in Northwestern Ontario. The deposits benefit substantially from excellent access to the Trans-Canada Highway, related power and rail infrastructure and close proximity to several communities including Dryden, Ontario. For information on the Goliath Project, refer to the technical report, prepared in accordance with NI 43–101, entitled ‘Goliath Gold Complex – NI 43–101 Technical Report and Prefeasibility Study’ and dated March 27, 2023, with an effective date of February 22, 2023, led by independent consultants Ausenco Engineering Canada Inc. The technical report is available on SEDAR+ at www.sedarplus.ca, on the OTCQX at www.otcmarkets.com and on NexGold’s website at www.nexgold.com.

NexGold also owns several other projects throughout Canada, including the Weebigee-Sandy Lake Gold Project JV, and grassroots gold exploration property Gold Rock. In addition, NexGold holds a 100% interest in the high-grade Niblack copper-gold-zinc-silver VMS project, located adjacent to tidewater in southeast Alaska. NexGold is committed to inclusive, informed and meaningful dialogue with regional communities and Indigenous Nations throughout the life of all our Projects and on all aspects, including creating sustainable economic opportunities, providing safe workplaces, enhancing of social value, and promoting community well- being. Further details about NexGold are available on NexGold’s website at www.nexgold.com.

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About Signal Gold Inc.

Signal is advancing the Goldboro Gold Project in Nova Scotia, a significant growth project subject to a positive Feasibility Study which demonstrates an approximately 11-year open pit life of mine with average gold production of 100,000 ounces per annum and an average diluted grade of 2.26 grams per tonne gold. For further details, refer to the technical report entitled ‘NI 43-101 Technical Report and Feasibility Study for the Goldboro Gold Project, Eastern Goldfields District, Nova Scotia’ dated January 11, 2022, with an effective date of December 16, 2021. The technical report is available on SEDAR+ at www.sedarplus.ca, on the OTCQX at www.otcmarkets.com and on Signal’s website at www.signalgold.com. On August 3, 2022, the Goldboro Project received its environmental assessment approval from the Nova Scotia Minister of Environment and Climate Change, a significant regulatory milestone, and Signal has now submitted all key permits including the Industrial Approval, Fisheries Act Authorization and Schedule 2 Amendment, and the Mining and Crown Land Leases. The Goldboro Project has significant potential for further Mineral Resource expansion, particularly towards the west along strike and at depth, and Signal has consolidated 28,525 hectares (~285 km²) of prospective exploration land in the Goldboro Gold District. For more information on Signal, please visit Signal’s website at www.signalgold.com.

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Technical Disclosure and Qualified Persons

Adam Larsen, B.Sc., P. Geo., Director of Exploration of NexGold, is a “qualified person” within the meaning of National Instrument 43-101 Standards of Disclosure for Mineral Projects (“NI 43-101”) and has reviewed and approved the scientific and technical information in this news release regarding the Goliath Project on behalf of NexGold.

Kevin Bullock, P. Eng., President, CEO and Director of Signal, is a “qualified person” within the meaning of NI 43-101 and has reviewed and approved the scientific and technical information in this news release regarding the Goldboro Project on behalf of Signal.

Contact:

NexGold Mining Corp.

Signal Gold Inc.

Cautionary Note Regarding Forward-Looking Information

Certain information set forth in this news release contains “forward‐looking statements” and “forward‐looking information” within the meaning of applicable Canadian securities legislation and applicable United States securities laws (referred to herein as forward‐looking statements). Except for statements of historical fact, certain information contained herein constitutes forward‐looking statements which includes, but is not limited to, statements with respect to: completion of the proposed Transaction, including receipt of all necessary court, shareholder and regulatory approvals, and the timing thereof; the combined company’s intended use of the net proceeds from the Concurrent Financing; the ability to satisfy the escrow release conditions; and the anticipated benefits and impacts of the Concurrent Financing.

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Forward-looking statements are often identified by the use of words such as “may”, “will”, “could”, “would”, “anticipate”, “believe”, “expect”, “intend”, “potential”, “estimate”, “budget”, “scheduled”, “plans”, “planned”, “forecasts”, “goals” and similar expressions. Forward-looking statements are based on a number of factors and assumptions made by management and considered reasonable at the time such information is provided. Assumptions and factors include: the successful completion of the Transaction (including receipt of all regulatory approvals, shareholder and third-party consents) and the debt restructuring (including if the parties are able to reach definitive agreements); the ability of the combined company to complete its planned exploration programs; the absence of adverse conditions at mineral properties; and the price of gold remaining at levels that render mineral properties economic. Forward‐looking statements necessarily involve known and unknown risks and uncertainties, which may cause actual performance and financial results in future periods to differ materially from any projections of future performance or result expressed or implied by such forward‐looking statements. These risks and uncertainties include, but are not limited to: risks related to the Transaction, including, but not limited to, the ability to obtain necessary approvals in respect of the Transaction and to consummate the Transaction and the debt restructuring; general business, economic and competitive uncertainties; delays in obtaining governmental approvals or financing; and management’s ability to anticipate and manage the foregoing factors and risks. Although the companies have attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in the forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. Readers are advised to study and consider risk factors disclosed in NexGold’s and Signal’s annual information forms for the year ended December 31, 2023, available on www.sedarplus.ca.

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There can be no assurance that forward‐looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. The companies undertake no obligation to update forward‐looking statements if circumstances or management’s estimates or opinions should change except as required by applicable securities laws. The forward-looking statements contained herein are presented for the purposes of assisting investors in understanding the companies’ plans, objectives and goals, including with respect to the Transaction, and may not be appropriate for other purposes. Forward-looking statements are not guarantees of future performance and the reader is cautioned not to place undue reliance on forward‐looking statements. This news release also contains or references certain market, industry and peer group data, which is based upon information from independent industry publications, market research, analyst reports, surveys, continuous disclosure filings and other publicly available sources. Although NexGold and Signal believe these sources to be generally reliable, such information is subject to interpretation and cannot be verified with complete certainty due to limits on the availability and reliability of raw data, the voluntary nature of the data gathering process and other inherent limitations and uncertainties. NexGold and Signal have not independently verified any of the data from third party sources referred to in this news release and accordingly, the accuracy and completeness of such data is not guaranteed.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.

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