B2GOLD CORP. AND PAPILLON RESOURCES LTD - PROPOSED MERGER AGREEMENT - JUNE 3RD 2014
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PROPOSED MERGER AGREEMENT
B2GOLD CORP. AND PAPILLON RESOURCES LTD.
INVESTOR PRESENTATION
JUNE 3RD 2014
Cautionary Statement
This presentation includes certain “forward‐looking statements” within the meaning of applicable securities laws. All statements, other than statements of historical fact, included
herein including, without limitation, statements relating to B2Gold’s future operating or financial performance, are forward‐looking statements. Forward‐looking statements are
frequently, but not always, identified by words such as “plans”, “expects”, “anticipates”, “budgets”, “believes”, “intends”, “estimates”, “potential”, “possible” and similar
expressions, or statements that events, conditions or results “will”, “may”, “could”, or “should” occur or be achieved. These forward‐looking statements may include statements
regarding perceived merit of properties; anticipated production; exploration results and budgets; mineral reserves and resource estimates; work programs; capital expenditures;
timelines; strategic plans; completion of transactions; market price of precious base metals; or other statements that are not statements of fact. Forward‐looking statements involve
various risks and uncertainties. There can be no assurance that such statements will prove to be accurate, and actual results and future events could differ materially from those
anticipated in such statements. Important factors that could cause actual results to differ materially from our expectations include the uncertainties involving [risks of construction
and mining projects such as accidents, equipment breakdowns, bad weather, non‐compliance with environmental and permit requirements, unanticipated variation in geological
structures, ore grades or recovery rates; unexpected cost increases; fluctuations in metal prices and currency exchange rates; the need for additional financing to explore and
develop properties and availability of financing in the debt and capital markets; uncertainties involved in the interpretation of drilling results and geological tests and the estimation
of reserves and resources; the need for cooperation of government agencies in the development and operation of properties; the need to obtain permits and governmental
approvals;] and other risk and uncertainties disclosed in reports and documents filed by B2Gold with applicable securities regulatory authorities from time to time. The forward‐
looking statements made herein reflect our beliefs, opinions and projections on the date the statements are made. Except as required by law, we assume no obligation to update
the forward‐looking statements of beliefs, opinions, projections, or other factors, should they change.
Tom Garagan, Senior Vice President of Exploration, a Qualified Person as defined by National Instrument 43‐101, has approved the scientific and technical information concerning
B2Gold Corp. discussed herein.
(All amounts in this presentation are expressed in United States dollars, unless otherwise stated).
• Cautionary Note to United States Investors
• Unless otherwise indicated, all resource and reserve estimates included in this presentation have been prepared in accordance with National Instrument 43‐101 Standards of
Disclosure for Mineral Projects ("NI 43‐101") and the Canadian Institute of Mining, Metallurgy, and Petroleum Definition Standards on Mineral Resources and Mineral Reserves or
Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (the “JORC Code”). NI 43‐101 is a rule developed by the Canadian Securities
Administrators which establishes standards for all public disclosure an issuer makes of scientific and technical information concerning mineral projects. The JORC Code is . Canadian
standards, including NI 43‐101, and Australian standards, including the JORC Code, differ significantly from the requirements of the U.S. Securities and Exchange Commission (“SEC”),
and resource and reserve information contained therein may not be comparable to similar information disclosed by U.S. companies. In particular, and without limiting the generality
of the foregoing, the term "resource" does not equate to the term "reserves". Under U.S. standards, mineralization may not be classified as a "reserve" unless the determination has
been made that the mineralization could be economically and legally produced or extracted at the time the reserve determination is made. Among other things, all necessary permits
would be required to be in hand or issuance imminent in order to classify mineralized material as reserves under SEC standards. The SEC’s disclosure standards normally do not
permit the inclusion of information concerning "measured mineral resources", "indicated mineral resources" or "inferred mineral resources" or other descriptions of the amount of
mineralization in mineral deposits that do not constitute "reserves" by U.S. standards in documents filed with the SEC. Investors are cautioned not to assume that any part or all of
mineral deposits in these categories will ever be converted into reserves. U.S. investors should also understand that "inferred mineral resources" have a great amount of uncertainty
as to their existence and great uncertainty as to their economic and legal feasibility. It cannot be assumed that all or any part of an "inferred mineral resource" will ever be upgraded
to a higher category. Under Canadian rules, estimated "inferred mineral resources" may not form the basis of feasibility or pre‐feasibility studies except in rare cases. Investors are
cautioned not to assume that all or any part of an "inferred mineral resource" exists or is economically or legally mineable. Disclosure of "contained ounces" in a resource is
permitted disclosure under Canadian regulations; however, the SEC normally only permits issuers to report mineralization that does not constitute "reserves" by SEC standards as in‐
place tonnage and grade without reference to unit measures. The requirements of NI 43‐101 for identification of "reserves" are also not the same as those of the SEC, and reserves
reported by the Company in compliance with NI 43‐101 may not qualify as "reserves" under SEC standards. Accordingly, information concerning mineral deposits set forth in this
presentation may not be comparable with information made public by companies that report in accordance with U.S. standards.
2
Transaction Summary
B2Gold will acquire all of the issued and outstanding shares of Papillon by way of a scheme of
Proposed Transaction: arrangement under the Australian Corporations Act 2011.
Consideration: 0.661 B2Gold Common Shares per Papillon Common Share
Purchase price of A$1.72 per Papillon share based on B2Gold’s closing price June 2, 2014(1)
Offer Value: 42.4% premium based on 20 day VWAPs of both companies on June 2, 2014
36.5% premium based on closing prices on May 23, 2014
Transaction Value: US$570 million
Break fee of 1%
Right to match
Papillon directors (holding approximately 3%) unanimously support the merger in the absence of
Other Terms: a superior proposal, subject to an independent expert opining the transaction is in the best
interests of shareholders
One Papillon nominee to the B2Gold board
Receipt of all necessary regulatory and court approvals and shareholder approval at a special
Transaction Approvals: meeting of Papillon shareholders
Papillon shareholder meeting to be held no later than September 10, 2014
Next Steps: Closing to occur no later than September 30, 2014
3
(1) Based on B2Gold’s closing price as of June 2, 2014 and Papillon’s fully‐diluted in‐the‐money shares outstanding
Overview of Papillon
ASX‐listed gold development company focused
on Mali, West Africa
Fekola Project advancing rapidly towards
production
Pre‐Feasibility Study confirms technical
viability and robust economics of the Project
Production over 306,000 ounces p.a., initial 9
year mine life
Low all‐in‐sustaining cash cost profile
Current mineral resource estimate 5.15Moz @
2.35g/t (September 3, 2013)
Significant, ongoing, resource growth potential
Mineralization open at depth and along strike
4
Mining In Mali
40+ Moz District
Africa’s 3rd largest gold producer – over 1.3 Moz AngloGold
produced 2013(1)
Anglogold
– 8 mines operating in a 40+ Moz District includes
Fekola
– Northern Mali conflict – no meaningful impact
on SW Mali operations
2013 elections concluded very smoothly
– Widely praised for transparency – new Randgold
government formed
Endeavour
Favourable fiscal regime
– Government very supportive of mining – recent Randgold
mining conventions Papillon
Teranga
– No restrictions on foreign investment or capital Sabodala
flows in and out of Mali
New Mining Act 2012 being implemented
– Fekola Environmental permit granted May‐13
– Fekola Mining permit granted Feb‐14
5
(1) Resolute (196 koz), AngloGold (216 koz), Iamgold (141 koz), Avnel (10 koz), Randgold (581 koz) and Endeavour (125 koz)
Papillon Pre‐Feasibility Study
Results from PFS –June 2013
306,000/ozpa (Ave. LOM, 9yrs)
Production: 320,000/ozpa (Ave. steady state, 8yrs)
Cash Operating Cost: US$580/oz(Ave. LOM)
All‐in Sustaining Cash Costs: US$725/oz (Avg. LOM) (1)
US$292m (including 15% contingency)
Capital Cost: (Plant ‐$119m, Infrastructure & Other ‐$173m)
Minimum 9 years
Mine Life: Including 8 years steady state operation
Gold Price Sensitivity Analysis: US$1,100/oz US$1,300/oz US1,500/oz
Ave. Annual Revenue
US$320m US$375m US$435m
(net of royalties):
Ave. Annual Operating Cash Flow
US$130m US$190m US$250m
(pre‐tax, post royalties):
6
(1) C1 Cash Operating Costs plus royalties, sustaining capital, exploration expenditure and Corporate G&A
Benefits to Papillon Shareholders
Substantial Premium Significant and immediate premium: 21% to spot, 42% to 20‐day
VWAP at June 2, 2014
Exposure to B2Gold’s enhanced liquidity over two exchanges (TSX
Liquidity
& AMEX)
Opportunity to gain immediate exposure to B2Gold’s cash flow and
Gold Production
attractive growth portfolio
Enhanced Financial Access to B2Gold’s strong balance sheet and current and future
Position operating cash flow and demonstrated access to capital to develop
projects – minimal future dilution to shareholders
Increased Operating Access to B2Gold’s proven global track record of exploration
Capabilities construction and operating expertise
7
Benefits to B2Gold Shareholders
Addition of a high‐grade, low‐cost conventional open pit gold
High Grade
project
Accretive to Key Accretive on All Key ‘Per Share’ Metrics
Metrics
Adds Significant Gold Reserves and Resources at strong grades
Increased Resources
Further Builds on West African Presence in an Established Gold
Diversification
Mining Region
Enhances Production Pipeline at Below Industry Average Cash
Enhanced Growth
Costs
Leverage Core Leverages B2Gold Expertise in Development and Operating Gold
Competencies Projects
Papillon’s strong technical team will compliment B2Gold’s
experienced exploration and operating teams
8
Industry Leading Growth
New B2Gold Projected Production (koz)
1,000
~ 925
800
(1)
~320
Annual Production (koz Gold)
585
600 555
170 170
140
410
(2)
400 366
200 200 200 220
169
200 158(2) 65 65 65
58 65
49
109 139 145 150 150 150
0
2012 2013 2014E 2015E 2016E 2017E
La Libertad Limon Masbate Otjikoto Fekola
Nicaragua Nicaragua Philippines Namibia Mali
(1) Based
9
on current assumptions
(2) Actual
Unmatched Production Growth…
2014-17 Attributable Gold Production Growth (%)(1,2)
115%
89% 89%
75%
50%
44%
36% 35% 33%
18%
1%
(6%) (7%)
(21%)
African Barrick
Eldorado
Argonaut
New Gold
AuRico Gold
Perseus
Resolute
Alamos
IAMGOLD
Endeavour
Oceana
PF B2Gold
B2Gold
Centamin
(1) Stinger in calculation based on 1st 8 yrs LOM average production per PFS press release 10
(2) Peers based on Canaccord Genuity Research (note: African Barrick, Oceana, Perseus & Resolute are 2014‐16)About B2Gold
Growing Profitable Gold Producer
Three producing gold mines
Fully funded growth from existing assets
Strong Record of Operational Execution
Strong Financial Position
Good Access to Capital
Proven Management Team
Former management and technical teams of Bema Gold
Strong teams in Nicaragua, the Philippines, Namibia, Burkina Faso and
Colombia(1)
Ability to discover, finance, build and operate profitable gold mines
around the world
Demonstrated History of Accretive Acquisitions and Exploration Success
TSX‐BTO, NYSE MKT‐BTG, NSX‐ B2G
11
(1) AngloGold Ashanti is the operator in ColombiaOtjikoto Construction
Batch Plant
Office
12 12Otjikoto Construction
Tailings Pond Erected Tanks
Truck Carrying Waste
Prefabricated Leach Tank 13
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