B2GOLD CORP.
Condensed Interim Consolidated Financial Statements
For the three and nine months ended September 30, 2026
(Unaudited)
B2GOLD CORP.
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30
(Expressed in thousands of United States dollars, except per share amounts)
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | For the three months ended Sept. 30, 2026 | | For the three months ended Sept. 30, 2025 | | For the nine months ended Sept. 30, 2026 | | For the nine months ended Sept. 30, 2025 |
| | | | | | | | |
| Gold revenue | | $ | 836,466 | | | $ | 782,948 | | | $ | 2,784,475 | | | $ | 2,007,261 | |
| | | | | | | | |
| Cost of sales | | | | | | | | |
| Production costs | | (262,705) | | | (195,154) | | | (732,754) | | | (517,511) | |
| Depreciation and depletion | | (119,067) | | | (104,665) | | | (401,388) | | | (296,927) | |
| Royalties and production taxes | | (82,726) | | | (92,784) | | | (344,450) | | | (213,291) | |
Other cost of sales (Note 8) | | (6,018) | | | — | | | (21,880) | | | — | |
| Total cost of sales | | (470,516) | | | (392,603) | | | (1,500,472) | | | (1,027,729) | |
| | | | | | | | |
| Gross profit | | 365,950 | | | 390,345 | | | 1,284,003 | | | 979,532 | |
| | | | | | | | |
| General and administrative | | (13,879) | | | (15,249) | | | (49,249) | | | (42,834) | |
| Share-based payments | | (8,489) | | | (6,966) | | | (22,817) | | | (20,969) | |
Gain on sale of mining interests (Note 8) | | — | | | — | | | 292,374 | | | — | |
Reversal of impairment on long lived-assets (Note 8) | | 253,488 | | | — | | | 253,488 | | | — | |
Write-off of plant and equipment (Note 8) | | (3,067) | | | — | | | (52,780) | | | — | |
| Foreign exchange (losses) gains | | (4,304) | | | (15,252) | | | (23,387) | | | 4,743 | |
| Non-recoverable input taxes | | (7,061) | | | (380) | | | (11,867) | | | (12,657) | |
Share of net income (loss) of associates (Note 9) | | 1,345 | | | (2,103) | | | 6,825 | | | (1,925) | |
| Community relations | | (1,698) | | | (11,021) | | | (4,188) | | | (12,579) | |
Other income (expense) | | 14,050 | | | (6,507) | | | 13,164 | | | (22,095) | |
| Operating income | | 596,335 | | | 332,867 | | | 1,685,566 | | | 871,216 | |
| | | | | | | | |
Interest and financing expense (Notes 11 and 16) | | (14,186) | | | (4,730) | | | (47,971) | | | (15,307) | |
(Loss) gain on dilution of associate (Note 9) | | (1,916) | | | — | | | 28,213 | | | — | |
(Losses) gains on derivative instruments, net (Note 14) | | (796) | | | (105,701) | | | 19,259 | | | (170,173) | |
Change in fair value of gold stream (Note 15) | | 963 | | | (28,100) | | | 17,877 | | | (80,406) | |
| Interest income | | 1,958 | | | 3,035 | | | 8,653 | | | 9,120 | |
| Other income | | 955 | | | 416 | | | 828 | | | 2,501 | |
| Income from operations before taxes | | 583,313 | | | 197,787 | | | 1,712,425 | | | 616,951 | |
| | | | | | | | |
Current income tax, withholding and other taxes (Note 18) | | (97,621) | | | (143,945) | | | (491,823) | | | (390,202) | |
Deferred income tax (expense) recovery (Note 18) | | (72,121) | | | (30,719) | | | (181,861) | | | 19,691 | |
| Net income for the period | | $ | 413,571 | | | $ | 23,123 | | | $ | 1,038,741 | | | $ | 246,440 | |
| | | | | | | | |
| Attributable to: | | | | | | | | |
| Shareholders of the Company | | $ | 408,898 | | | $ | 19,313 | | | $ | 1,026,169 | | | $ | 231,324 | |
Non-controlling interests (Note 13) | | 4,673 | | | 3,810 | | | 12,572 | | | 15,116 | |
| Net income for the period | | $ | 413,571 | | | $ | 23,123 | | | $ | 1,038,741 | | | $ | 246,440 | |
| | | | | | | | |
Earnings per share (attributable to shareholders of the Company) (Note 12) | | | | | | | | |
| Basic | | $ | 0.31 | | | $ | 0.01 | | | $ | 0.77 | | | $ | 0.18 | |
| Diluted | | $ | 0.28 | | | $ | 0.01 | | | $ | 0.70 | | | $ | 0.16 | |
| | | | | | | | |
Weighted average number of common shares outstanding (in thousands) (Note 12) | | | | | | | | |
| Basic | | 1,320,959 | | | 1,324,279 | | | 1,331,076 | | | 1,321,491 | |
| Diluted | | 1,479,660 | | | 1,482,386 | | | 1,489,661 | | | 1,475,718 | |
See accompanying notes to condensed interim consolidated financial statements.
B2GOLD CORP.
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30
(Expressed in thousands of United States dollars)
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | For the three months ended Sept. 30, 2026 | | For the three months ended Sept. 30, 2025 | | For the nine months ended Sept. 30, 2026 | | For the nine months ended Sept. 30, 2025 |
| | | | | | | | |
| Net income for the period | | $ | 413,571 | | | $ | 23,123 | | | $ | 1,038,741 | | | $ | 246,440 | |
| | | | | | | | |
| Other comprehensive income (loss) | | | | | | | | |
| Items that will not be subsequently reclassified to net income: | | | | | | | | |
Gain (loss) on long-term investments, net of deferred income tax (Note 7) | | 38,362 | | | 34,255 | | | (29,656) | | | 76,570 | |
| Other comprehensive income (loss) for the period | | 38,362 | | | 34,255 | | | (29,656) | | | 76,570 | |
| Total comprehensive income for the period | | $ | 451,933 | | | $ | 57,378 | | | $ | 1,009,085 | | | $ | 323,010 | |
| | | | | | | | |
| Other comprehensive income (loss) attributable to: | | | | | | | | |
| Shareholders of the Company | | $ | 38,362 | | | $ | 34,255 | | | $ | (29,656) | | | $ | 76,570 | |
| Non-controlling interests | | — | | | — | | | — | | | — | |
| | $ | 38,362 | | | $ | 34,255 | | | $ | (29,656) | | | $ | 76,570 | |
| | | | | | | | |
| Total comprehensive income attributable to: | | | | | | | | |
| Shareholders of the Company | | $ | 447,260 | | | $ | 53,568 | | | $ | 996,513 | | | $ | 307,894 | |
| Non-controlling interests | | 4,673 | | | 3,810 | | | 12,572 | | | 15,116 | |
| | $ | 451,933 | | | $ | 57,378 | | | $ | 1,009,085 | | | $ | 323,010 | |
See accompanying notes to condensed interim consolidated financial statements.
B2GOLD CORP.
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30
(Expressed in thousands of United States dollars)
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | For the three months ended Sept. 30, 2026 | | For the three months ended Sept. 30, 2025 | | For the nine months ended Sept. 30, 2026 | | For the nine months ended Sept. 30, 2025 |
| Operating activities | | | | | | | | |
| Net income for the period | | $ | 413,571 | | | $ | 23,123 | | | $ | 1,038,741 | | | $ | 246,440 | |
Non-cash charges, net (Note 19) | | (26,242) | | | 305,083 | | | 120,090 | | | 626,676 | |
Delivery into prepaid sales (Note 16) | | — | | | (144,093) | | | (291,222) | | | (144,093) | |
Changes in non-cash working capital (Note 19) | | (16,954) | | | 70,929 | | | 12,589 | | | 84,951 | |
| Changes in long-term inventory | | (108,015) | | | (60,883) | | | (138,239) | | | (102,166) | |
| Changes in long-term value added tax receivables | | (23,742) | | | (18,556) | | | (42,615) | | | (102,336) | |
| Cash provided by operating activities | | 238,618 | | | 175,603 | | | 699,344 | | | 609,472 | |
| | | | | | | | |
| Financing activities | | | | | | | | |
Proceeds from convertible senior unsecured notes, net of financing costs (Note 11) | | — | | | — | | | — | | | 445,913 | |
Revolving credit facility draw downs (Note 11) | | 95,000 | | | 200,000 | | | 120,000 | | | 200,000 | |
Revolving credit facility repayments (Note 11) | | — | | | — | | | (175,000) | | | (400,000) | |
Equipment loan facility draw downs (Note 11) | | — | | | 4,439 | | | — | | | 16,743 | |
Equipment loan facility repayments (Note 11) | | (2,102) | | | (3,687) | | | (6,499) | | | (12,244) | |
| Interest and commitment fees paid | | (8,445) | | | (7,815) | | | (18,751) | | | (12,457) | |
Cash proceeds from stock option exercises (Note 12) | | 6,945 | | | 29,169 | | | 45,026 | | | 35,336 | |
Repurchase of common shares (Note 12) | | (33,259) | | | (9,849) | | | (205,157) | | | (9,849) | |
Dividends paid (Note 12) | | (25,809) | | | (25,919) | | | (78,065) | | | (77,430) | |
Principal payments on lease arrangements (Note 11) | | (6,002) | | | (5,479) | | | (18,137) | | | (16,892) | |
Distributions to non-controlling interests (Note 13) | | (925) | | | (4,824) | | | (17,916) | | | (22,441) | |
Realized loss on derivative instruments (Note 14) | | (47,259) | | | (4,213) | | | (188,434) | | | (4,213) | |
| Other | | 131 | | | 36 | | | 197 | | | (4,235) | |
| Cash (used) provided by financing activities | | (21,725) | | | 171,858 | | | (542,736) | | | 138,231 | |
| | | | | | | | |
| Investing activities | | | | | | | | |
| Capital expenditures on mining interests: | | | | | | | | |
| Fekola Mine | | (48,667) | | | (55,113) | | | (135,319) | | | (172,495) | |
| Goose Mine | | (72,868) | | | (157,068) | | | (211,147) | | | (395,364) | |
| Masbate Mine | | (12,151) | | | (9,916) | | | (42,949) | | | (35,148) | |
| Otjikoto Mine | | (10,477) | | | (4,391) | | | (25,366) | | | (12,707) | |
| Fekola Regional Properties | | (16,220) | | | (5,579) | | | (60,519) | | | (13,752) | |
| Gramalote Project | | (10,424) | | | (11,531) | | | (27,450) | | | (23,475) | |
Other exploration (Note 19) | | (19,824) | | | (15,738) | | | (44,323) | | | (35,212) | |
Cash proceeds from sale of mining interest, net of transaction costs (Note 8) | | — | | | — | | | 324,892 | | | — | |
Cash proceeds from sale of long-term investments (Note 7) | | — | | | — | | | 18,076 | | | — | |
Purchase of long-term investments (Note 7) | | (13,715) | | | (10,052) | | | (17,313) | | | (13,178) | |
| Other | | (833) | | | (8,069) | | | (2,788) | | | (7,644) | |
| Cash used by investing activities | | (205,179) | | | (277,457) | | | (224,206) | | | (708,975) | |
| | | | | | | | |
| Increase (decrease) in cash and cash equivalents | | 11,714 | | | 70,004 | | | (67,598) | | | 38,728 | |
| | | | | | | | |
| Effect of exchange rate changes on cash and cash equivalents | | (4,701) | | | (11,267) | | | (21,931) | | | (8,471) | |
| | | | | | | | |
| Cash and cash equivalents prior to restatement for amendments to IFRS 9 | | — | | | — | | | 380,424 | | | — | |
Adjustment on adoption of IFRS 9 amendments on January 1, 2026 (Note 3) | | — | | | — | | | 2,694 | | | — | |
| Cash and cash equivalents, beginning of period | | 286,576 | | | 308,491 | | | 383,118 | | | 336,971 | |
| Cash and cash equivalents, end of period | | $ | 293,589 | | | $ | 367,228 | | | $ | 293,589 | | | $ | 367,228 | |
| | | | | | | | |
Supplementary cash flow information (Note 19) | | | | | | | | |
See accompanying notes to condensed interim consolidated financial statements.
B2GOLD CORP.
CONDENSED INTERIM CONSOLIDATED BALANCE SHEETS
(Expressed in thousands of United States dollars)
(Unaudited)
| | | | | | | | | | | | | | |
| | As at September 30, 2026 | | As at December 31, 2025 |
| Assets | | | | |
| Current | | | | |
| Cash and cash equivalents | | $ | 293,589 | | | $ | 380,424 | |
Receivables, prepaids and other (Note 5) | | 89,374 | | | 58,293 | |
| Value-added and other tax receivables | | 45,067 | | | 63,732 | |
Inventories (Note 6) | | 713,573 | | | 627,225 | |
| | 1,141,603 | | | 1,129,674 | |
| | | | |
Long-term investments (Note 7) | | 249,058 | | | 286,066 | |
| Value-added tax receivables | | 329,593 | | | 276,035 | |
Mining interests (Note 8) | | 4,083,813 | | | 3,760,337 | |
Investments in associates (Note 9) | | 135,582 | | | 98,183 | |
Long-term inventories (Note 6) | | 201,892 | | | 177,595 | |
Other assets (Note 10) | | 78,463 | | | 74,986 | |
| Deferred income taxes | | — | | | 76,440 | |
| | $ | 6,220,004 | | | $ | 5,879,316 | |
| Liabilities | | | | |
| Current | | | | |
| Accounts payable and accrued liabilities | | $ | 177,961 | | | $ | 174,802 | |
| Current income and other taxes payable | | 306,625 | | | 267,073 | |
Current portion of prepaid gold sales (Note 16) | | — | | | 285,458 | |
Current portion of long-term debt (Note 11) | | 30,567 | | | 33,870 | |
Current portion of derivative instruments (Note 14) | | 62,543 | | | 237,308 | |
Current portion of gold stream obligation (Note 15) | | 30,400 | | | 24,500 | |
| Current portion of mine restoration provisions | | 16,535 | | | 18,114 | |
| Other current liabilities | | 19,542 | | | 20,131 | |
| | 644,173 | | | 1,061,256 | |
| | | | |
Long-term debt (Note 11) | | 515,636 | | | 564,440 | |
Gold stream obligation (Note 15) | | 224,000 | | | 258,231 | |
| Mine restoration provisions | | 129,588 | | | 151,293 | |
| Deferred income taxes | | 251,065 | | | 151,343 | |
| Employee benefits obligation | | 25,417 | | | 25,103 | |
| Other long-term liabilities | | 24,247 | | | 26,134 | |
| | 1,814,126 | | | 2,237,800 | |
| Equity | | | | |
| Shareholders’ equity | | | | |
Share capital (Note 12) | | 3,571,078 | | | 3,607,005 | |
| Contributed surplus | | 142,802 | | | 151,218 | |
| Accumulated other comprehensive income | | 26,299 | | | 55,955 | |
| Retained earnings (deficit) | | 629,234 | | | (220,613) | |
| | 4,369,413 | | | 3,593,565 | |
Non-controlling interests (Note 13) | | 36,465 | | | 47,951 | |
| | 4,405,878 | | | 3,641,516 | |
| | $ | 6,220,004 | | | $ | 5,879,316 | |
| | | | |
Commitments (Note 21) | | | | |
| | | | | | | | | | | | | | | | | |
| Approved by the Board | "Michael Cinnamond" | Director | | "Mary-Lynn Oke" | Director |
See accompanying notes to condensed interim consolidated financial statements.
B2GOLD CORP.
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
FOR THE NINE MONTHS ENDED SEPTEMBER 30
(Expressed in thousands of United States dollars)
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| 2026 |
| Shares (‘000’s) | | Share capital | Contributed surplus | Accumulated other comprehensive income | Retained earnings (deficit) | Non- controlling interests | Total equity |
| | | | | | | | |
| Balance at December 31, 2025 | 1,340,622 | | | $ | 3,607,005 | | $ | 151,218 | | $ | 55,955 | | $ | (220,613) | | $ | 47,951 | | $ | 3,641,516 | |
| | | | | | | | |
| Net income for the period | — | | | — | | — | | — | | 1,026,169 | | 12,572 | | 1,038,741 | |
Dividends (Note 12) | 363 | | | 1,747 | | 426 | | — | | (80,384) | | — | | (78,211) | |
Loss on investments, net of deferred income tax (Note 7) | — | | | — | | — | | (29,656) | | — | | — | | (29,656) | |
Shares issued on exercise of stock options | 12,812 | | | 45,026 | | — | | — | | — | | — | | 45,026 | |
| Shares issued on vesting of RSUs | 3,271 | | | 10,795 | | (10,795) | | — | | — | | — | | — | |
| Shares issued on vesting of PSUs | 1,457 | | | 5,288 | | (5,288) | | — | | — | | — | | — | |
Shares repurchased and cancelled under Normal Course Issuer Bid (Note 12) | (41,472) | | | (111,819) | | — | | — | | (95,938) | | — | | (207,757) | |
Transactions with non-controlling interests (Note 13) | — | | | — | | — | | — | | — | | (24,058) | | (24,058) | |
Share-based payments | — | | | — | | 20,277 | | — | | — | | — | | 20,277 | |
| Transfer to share capital on exercise of stock options | — | | | 13,036 | | (13,036) | | — | | — | | — | | — | |
| Balance at September 30, 2026 | 1,317,053 | | | $ | 3,571,078 | | $ | 142,802 | | $ | 26,299 | | $ | 629,234 | | $ | 36,465 | | $ | 4,405,878 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| 2025 |
| Shares (‘000’s) | | Share capital | Contributed surplus | Accumulated other comprehensive loss | Retained deficit | Non- controlling interests | Total equity |
| | | | | | | | |
| Balance at December 31, 2024 | 1,318,041 | | | $ | 3,510,271 | | $ | 91,184 | | $ | (102,771) | | $ | (515,619) | | $ | 52,632 | | $ | 3,035,697 | |
| | | | | | | | |
| Net income for the period | — | | | — | | — | | — | | 231,324 | | 15,116 | | 246,440 | |
Dividends (Note 12) | 501 | | | 1,798 | | 779 | | — | | (80,165) | | — | | (77,588) | |
Portion of convertible senior unsecured notes allocated to equity, net of deferred income tax (Note 11) | — | | | — | | 67,437 | | — | | — | | — | | 67,437 | |
Gain on investments, net of deferred income tax | — | | | — | | — | | 76,570 | | — | | — | | 76,570 | |
| Shares issued on exercise of stock options | 10,732 | | | 35,336 | | — | | — | | — | | — | | 35,336 | |
| Shares pending issuance for exercise of stock options | 1,025 | | | 3,770 | | | — | | — | | — | | 3,770 | |
| Shares issued on vesting of RSUs | 2,156 | | | 7,103 | | (7,103) | | — | | — | | — | | — | |
Shares repurchased and cancelled under Normal Course Issuer Bid (Note 12) | (2,321) | | | (9,849) | | — | | — | | — | | — | | (9,849) | |
| Transactions with non-controlling interests | — | | | — | | — | | — | | — | | (22,043) | | (22,043) | |
Share-based payments | — | | | — | | 15,013 | | — | | — | | — | | 15,013 | |
| Transfer to share capital on exercise of stock options | — | | | 11,913 | | (11,913) | | — | | — | | — | | — | |
| Balance at September 30, 2025 | 1,330,134 | | | $ | 3,560,342 | | $ | 155,397 | | $ | (26,201) | | $ | (364,460) | | $ | 45,705 | | $ | 3,370,783 | |
See accompanying notes to condensed interim consolidated financial statements.
B2GOLD CORP.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the nine months ended September 30, 2026
(All tabular amounts are in thousands of United States dollars unless otherwise stated)
(Unaudited)
1 Nature of operations
B2Gold Corp. (“B2Gold” or the “Company”) is a Vancouver-based gold producer with four operating mines: the Fekola Complex in Mali, the Goose Mine in Canada, the Masbate Mine in the Philippines and the Otjikoto Mine in Namibia. The Company also owns the Gramalote Project in Colombia. The Company holds an approximately 28% interest in Versamet Royalties Corporation ("Versamet") and a portfolio of evaluation and exploration assets in a number of countries including Mali, Canada and Kazakhstan.
B2Gold is a public company which is listed on the Toronto Stock Exchange ("TSX") under the symbol “BTO”, the NYSE American LLC under the symbol “BTG” and the Namibian Stock Exchange under the symbol “B2G”. B2Gold’s head office is located at Suite 3400, Park Place, 666 Burrard Street, Vancouver, British Columbia, V6C 2X8.
2 Basis of preparation
These condensed interim consolidated financial statements have been prepared in accordance with International Accounting Standard 34, Interim Financial Reporting ("IAS 34"), as issued by the International Accounting Standards Board ("IASB"). These condensed interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2025, which have been prepared in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board ("IFRS").
These condensed interim consolidated financial statements follow the same accounting policies and methods of application as the most recent annual consolidated financial statements of the Company except as noted below.
These condensed consolidated interim financial statements were authorized for issue by the Board of Directors ("Board") on November 4, 2026.
3 Recent accounting pronouncements
New accounting standards adopted
Amendments to IFRS 9, Financial instruments, and IFRS 7, Financial instruments: Disclosures
In May 2024, the IASB issued amendments (the "Amendments") to update the classification and measurement requirements in IFRS 9 and related disclosure requirements in IFRS 7 as follows:
•Clarified the recognition and derecognition date of certain financial assets and liabilities and amended the requirements related to settling financial liabilities using an electronic payment system. For a financial liability settled in cash using an electronic payment system, the amendments permit an entity to deem the financial liability to be discharged before the settlement date provided certain criteria are met.
•Clarified how to assess the contractual cash flow characteristics of financial assets in determining whether they meet the solely payments of principal and interest criteria.
•New disclosures for certain instruments with contractual terms that can change cash flows (including instruments with features linked to environmental, social and corporate governance targets).
•Additional disclosure requirements for financial instruments with contingent features that do not relate directly to basic lending risks and costs.
•Amended disclosures relating to equity instruments designated at fair value through other comprehensive income.
The Company adopted the Amendments effective January 1, 2026. The Company decided to apply the accounting policy choice permitted by the Amendments to determine the settlement date for electronic payments based on the date preceding actual settlement.
As a result of the adoption of the Amendments, the Company adopted changes to its accounting policy around derecognition of financial liabilities. The Company generally derecognizes financial liabilities on the settlement date, which is the date on which the liability is extinguished, because the Company’s obligations are discharged, cancelled or have expired. However, when the Company is using an electronic payment system, a financial liability is derecognized when the payment instructions are issued if the following conditions are met:
•Once the Company initiated a payment instruction, it has no practical ability to withdraw, stop or cancel the payment and no practical ability to access the cash that will be used for settlement.
•The settlement risk associated with the electronic payment system is insignificant.
B2GOLD CORP.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the nine months ended September 30, 2026
(All tabular amounts are in thousands of United States dollars unless otherwise stated)
(Unaudited)
The Amendments have been applied prospectively with no restatement of comparative information, in accordance with transition requirements on initial application of IFRS 9. The adjustment resulted in $3 million increase to the Cash and cash equivalents as at January 1, 2026, in the Condensed Interim Statement of Cash Flows.
Pronouncements issued but not yet effective
IFRS 18, Presentation and disclosure in financial statements
In April 2024, the IASB issued IFRS 18, Presentation and disclosure in financial statements ("IFRS 18"), which replaces IAS 1, Presentation of financial statements. IFRS 18 introduces an updated structure for the income statement by requiring income and expenses to be presented in three defined categories (operating, investing and financing), and by specifying certain defined totals and subtotals. Where company-specific measures related to income statement disclosure are provided, termed management-defined performance measures ("MPMs"), including certain non-GAAP measures, IFRS 18 requires additional disclosure around those MPMs in the notes to the financial statements. IFRS 18 also provides additional guidance on principles of aggregation and disaggregation which apply to the primary financial statements and the notes to the financial statements. IFRS 18 does not affect the recognition and measurement of items in the financial statements, nor does it affect which items are classified as other comprehensive income and how these items are classified. The standard is effective for reporting periods beginning on or after January 1, 2027, including for interim financial statements. Retrospective application is required and early adoption is permitted.
The Company is continuing to assess and quantify the effect of IFRS 18 on our consolidated financial statements. The standard is expected to result in changes to the presentation of the consolidated statements of operations, by requiring all income and expenses to be classified into the three main categories of operating, investing and financing. Specifically, the Company anticipates changes to the presentation of certain income and expense items, for example, that foreign exchange gains and losses will be classified in the same category as the items that gave rise to the exchange difference, rather than being combined into one line. The cash flow statement will begin with the new IFRS 18-specified subtotal of operating profit. The Company will also have enhanced note disclosures on any identified MPMs. Based on its preliminary assessment, the Company has identified adjusted net income attributable to shareholders as an MPM. The Company expects to apply IFRS 18 on its effective date, with full retrospective application including restated comparative information.
4 Significant accounting judgements and estimates
The preparation of these financial statements in conformity with IAS 34 requires judgements and estimates that affect the amounts reported. Those judgements and estimates concerning the future may differ from actual results. The following are the areas of accounting policy judgement and accounting estimates applied by management that most significantly affect the Company’s financial statements, including those areas of estimation uncertainty that could result in a material adjustment to the carrying amounts of assets and liabilities within the next financial year.
Areas of judgement
Assessment of impairment and reversal of impairment indicators for long-lived assets
The Company applies significant judgement in assessing whether there are indicators of impairment, or the reversal of previously recorded impairment, present that give rise to the requirement to conduct an impairment test. Internal and external factors such as significant changes in the use of the asset, legal and permitting factors, future gold prices, operating and capital cost forecasts, quantities of mineral reserves and resources, and movements in market interest rates are used by the Company in determining whether there are any indicators of impairment or reversal of impairment.
During the three months ended September 30, 2026, the Company identified indicators that the previously recorded impairment on the Fekola Complex cash-generating unit ("CGU"), consisting of the Fekola Mine and Fekola Regional Properties, had reversed. As a result, these assets were tested for reversal of impairment (Note 8).
Uncertain tax positions
The Company’s operations involve the application of complex tax regulations in multiple international jurisdictions. Determining the tax treatment of a transaction requires the Company to apply judgement in its interpretation of the applicable tax law. These positions are not final until accepted by the relevant tax authority. The tax treatment may change based on the result of assessments or audits by the tax authorities often years after the initial filing.
The Company recognizes and records potential liabilities for uncertain tax positions based on its assessment of the amount, or range of amounts of tax that will be due. The Company adjusts these accruals as new information becomes available.
B2GOLD CORP.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the nine months ended September 30, 2026
(All tabular amounts are in thousands of United States dollars unless otherwise stated)
(Unaudited)
Due to the complexity and uncertainty associated with certain tax treatments, the ultimate resolution could result in a payment that is materially different from the Company’s current estimate of the tax liabilities.
Sources of estimation uncertainty
Fair value of financial instruments
The fair value of financial instruments that are not traded in an active market are determined using valuation techniques. In determining the fair value of the Company's gold collars and gold stream obligation (Notes 14, 15 and 17), the Company makes significant assumptions that are based on the underlying models and the market conditions existing at both initial recognition and the end of each reporting period.
Mineral reserve and resource estimates
Mineral reserves are estimates of the volume of ore that can be economically and legally extracted from the Company’s mining properties. The Company estimates its mineral reserves and mineral resources based on information compiled by appropriately qualified persons relating to the geological data on the size, depth and shape of the ore body, and requires complex geological judgements to interpret the data. The estimation of recoverable reserves and mineral resources is based upon factors such as estimates of foreign exchange rates, commodity prices, future capital requirements, metallurgical recoveries, permitting and production costs along with geological assumptions and judgements made in estimating the size, and grade of the ore body. Changes in the reserve or resource estimates may impact the carrying value of mining interests, mine restoration provisions, the gold stream obligation, recognition of deferred tax assets, depreciation and amortization charges and royalties obligation.
Impairment of long-lived assets
Long-lived assets are tested for impairment, or reversal of a previous impairment, if there is an indicator of impairment or a subsequent reversal. Calculating the estimated recoverable amount of cash-generating units for long-lived asset requires management to make estimates and assumptions that include such factors as mineable mineralization including reserves and resources, future production levels, operating and capital costs, application of royalty, income tax and mining tax rates, future metal prices and discount rates. Changes in any of these assumptions or estimates used in determining the recoverable amount could impact the analysis. Such changes could be material.
Value-added tax receivables
The Company incurs indirect taxes, including value-added tax, on purchases of goods and services at its operating mines and development project. Indirect tax balances are recorded at their estimated recoverable amounts within current or long-term assets, net of provisions, and reflect the Company’s best estimate of their recoverability under existing tax rules in the respective jurisdictions in which they arise. Management’s assessment of recoverability considers the probable outcomes and expected timing of claimed deductions and/or disputes. The provisions and balance sheet classifications made to date may be subject to change and such change may be material.
Long-term value-added tax receivables as at September 30, 2026, included amounts for the Fekola Mine of $288 million (December 31, 2025 - $244 million), for the Masbate Mine of $16 million (December 31, 2025 – $11 million), and for the Gramalote Project of $26 million (December 31, 2025 - $22 million).
Current and deferred income taxes
The Company is periodically required to estimate the tax basis of assets and liabilities. Where applicable tax laws and regulations are either unclear or subject to varying interpretations, it is possible that changes in these estimates could occur that materially affect the amounts of deferred income tax assets and liabilities recorded in the financial statements. Changes in deferred tax assets and liabilities generally have a direct impact on earnings in the period that the changes occur.
Each period, the Company evaluates the likelihood of whether some portion or all, of each deferred tax asset will not be realized. This evaluation is based on historic and future expected levels of taxable income and the associated repatriation of retained earnings, the pattern and timing of reversals of taxable temporary timing differences that give rise to deferred tax liabilities, and tax planning initiatives. Levels of future taxable income are affected by, among other things, metal prices, production costs, quantities of proven and probable gold reserves, interest rates and foreign currency exchange rates. The availability of retained earnings for distribution depends on future levels of taxable income as well as future reclamation expenditures, capital expenditures, dividends and other uses of available cash flow.
B2GOLD CORP.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the nine months ended September 30, 2026
(All tabular amounts are in thousands of United States dollars unless otherwise stated)
(Unaudited)
5 Receivables, prepaids and other
| | | | | | | | | | | | | | |
| | September 30, 2026 | | December 31, 2025 |
| | $ | | $ |
| | | | |
| Prepaid expenses | | 19,544 | | | 13,251 | |
| Supplier advances | | 26,668 | | | 10,097 | |
| Current portion of derivative instruments | | 15,452 | | | — | |
| Insurance claim receivable | | 15,330 | | | 5,000 | |
| Short-term investments | | 3,477 | | | 4,868 | |
| Prepaid royalties | | — | | | 13,482 | |
| Other receivables | | 8,903 | | | 11,595 | |
| | 89,374 | | | 58,293 | |
6 Inventories
The current inventories balance is made up as follows:
| | | | | | | | | | | | | | |
| | September 30, 2026 | | December 31, 2025 |
| | $ | | $ |
| | | | |
| Gold and silver bullion | | 88,318 | | | 67,438 | |
| In-process inventory | | 26,627 | | | 45,820 | |
| Ore stock-pile inventory | | 77,717 | | | 79,119 | |
| Materials and supplies | | 520,911 | | | 434,848 | |
| | 713,573 | | | 627,225 | |
The long-term inventories balance is made up as follows:
| | | | | | | | | | | | | | |
| | September 30, 2026 | | December 31, 2025 |
| | $ | | $ |
| | | | |
| Ore stock-pile inventory | | 57,690 | | | 77,292 | |
| Materials and supplies | | 144,202 | | | 100,303 | |
| | 201,892 | | | 177,595 | |
Current ore stock-pile inventory as at September 30, 2026, includes amounts for the Goose Mine of $35 million (December 31, 2025 - $42 million), for the Masbate Mine of $16 million (December 31, 2025 - $13 million), for the Fekola Mine of $14 million (December 31, 2025 - $20 million) and for the Otjikoto Mine of $12 million (December 31, 2025 – $4 million).
Long-term stock-pile inventory as at September 30, 2026, includes amounts for the Otjikoto Mine of $47 million (December 31, 2025 – $58 million), for the Masbate Mine of $11 million (December 31, 2025 - $10 million), and for the Fekola Mine of $0 million (December 31, 2025 - $9 million).
Long-term supplies inventories are supplies for the Goose Mine that are expected to be consumed beyond the next twelve months.
B2GOLD CORP.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the nine months ended September 30, 2026
(All tabular amounts are in thousands of United States dollars unless otherwise stated)
(Unaudited)
7 Long-term investments | | | | | | | | | | | | | | | | | | | | | | | |
| September 30, 2026 | | December 31, 2025 |
| Cost $ | AOCI $ | Fair Value $ | | Cost $ | AOCI $ | Fair Value $ |
| | | | | | | |
| Snowline Gold Corp. | 59,565 | | 156,940 | | 216,505 | | | 47,303 | | 167,569 | | 214,872 | |
| Prospector Metals Corp. | 15,362 | | 1,779 | | 17,141 | | | 13,672 | | 12,944 | | 26,616 | |
| St. Augustine Gold & Copper Ltd. | 20,176 | | (11,571) | | 8,605 | | | 20,193 | | 2,166 | | 22,359 | |
| AuMEGA Metals Ltd. | 5,747 | | (2,552) | | 3,195 | | | 3,839 | | (1,810) | | 2,029 | |
| Founders Metals Inc. | — | | — | | — | | | 13,256 | | 6,388 | | 19,644 | |
| Other | 16,745 | | (13,133) | | 3,612 | | | 14,298 | | (13,752) | | 546 | |
| 117,595 | | 131,463 | | 249,058 | | | 112,561 | | 173,505 | | 286,066 | |
During the nine months ended September 30, 2026, the Company purchased 1 million shares in Snowline Gold Corp. at an average price of Cdn. $14.50 per share for total proceeds of $12 million.
During the nine months ended September 30, 2026, the Company disposed of 6 million shares in Founders Metals Inc. at an average price of Cdn. $4.15 per share for total proceeds of $18 million.
During the nine months ended September 30, 2026, the Company purchased 2 million shares in Prospector Metals Corp. at an average cost of Cdn. $1.49 per share for a total cost of $2 million.
During the nine months ended September 30, 2026, the Company purchased 66 million shares in AuMEGA Metals Ltd. at an average cost of Cdn. $0.04 per share for a total cost of $2 million.
B2GOLD CORP.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the nine months ended September 30, 2026
(All tabular amounts are in thousands of United States dollars unless otherwise stated)
(Unaudited)
8 Mining interests | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Mineral properties | | Buildings, plant & equipment | | Construction-in-progress | | Exploration & evaluation assets | | Total |
| | $ | | $ | | $ | | $ | | $ |
| Cost | | | | | | | | | | |
| Balance at December 31, 2024 | | 3,352,643 | | | 2,087,742 | | | 1,263,835 | | | 662,309 | | | 7,366,529 | |
| Additions | | 223,411 | | | 189,927 | | | 446,558 | | | 47,209 | | | 907,105 | |
| Capitalized interest | | — | | | — | | | 54,989 | | | — | | | 54,989 | |
| Disposals and write-downs | | (350,469) | | | (92,072) | | | — | | | (5,118) | | | (447,659) | |
| Transfers | | 315,323 | | | 1,440,460 | | | (1,755,783) | | | — | | | — | |
| Change in mine restoration provision estimates | | 17,788 | | | — | | | — | | | 543 | | | 18,331 | |
| | | | | | | | | | |
| Balance at December 31, 2025 | | 3,558,696 | | | 3,626,057 | | | 9,599 | | | 704,943 | | | 7,899,295 | |
| Additions | | 249,165 | | | 269,335 | | | 19,647 | | | 48,630 | | | 586,777 | |
| Capitalized interest | | — | | | — | | | 137 | | | — | | | 137 | |
| Disposals and write-downs | | (123) | | | (86,226) | | | — | | | (39,190) | | | (125,539) | |
| Change in mine restoration provision estimates | | (26,678) | | | — | | | — | | | — | | | (26,678) | |
| | | | | | | | | | |
| Balance at September 30, 2026 | | 3,781,060 | | | 3,809,166 | | | 29,383 | | | 714,383 | | | 8,333,992 | |
| | | | | | | | | | |
| Accumulated depreciation, depletion, amortization and impairment | | | | |
| Balance at December 31, 2024 | | (2,452,176) | | | (1,288,051) | | | — | | | (334,867) | | | (4,075,094) | |
| Depreciation and depletion | | (264,064) | | | (234,096) | | | — | | | — | | | (498,160) | |
| Disposals and write-downs | | 350,469 | | | 83,827 | | | — | | | — | | | 434,296 | |
| | | | | | | | | | |
| Balance at December 31, 2025 | | (2,365,771) | | | (1,438,320) | | | — | | | (334,867) | | | (4,138,958) | |
| Depreciation and depletion | | (197,536) | | | (196,313) | | | — | | | — | | | (393,849) | |
| Impairment reversal | | 105,370 | | | 57,331 | | | — | | | 90,787 | | | 253,488 | |
| Disposals and write-downs | | 123 | | | 29,017 | | | — | | | — | | | 29,140 | |
| | | | | | | | | | |
| Balance at September 30, 2026 | | (2,457,814) | | | (1,548,285) | | | — | | | (244,080) | | | (4,250,179) | |
| | | | | | | | | | |
| Net book value at December 31, 2025 | | 1,192,925 | | | 2,187,737 | | | 9,599 | | | 370,076 | | | 3,760,337 | |
| | | | | | | | | | |
| Net book value at September 30, 2026 | | 1,323,246 | | | 2,260,881 | | | 29,383 | | | 470,303 | | | 4,083,813 | |
B2GOLD CORP.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the nine months ended September 30, 2026
(All tabular amounts are in thousands of United States dollars unless otherwise stated)
(Unaudited)
Reversal of impairment and impairment of long-lived assets
During the year ended December 31, 2023, the Company recorded an impairment of $206 million on the Fekola Complex CGU based on the Company's best estimate of the application of the 2023 Mining Code at that date. A net impairment charge of $192 million, after taking into account a deferred income tax recovery of $14 million, was recorded in the Consolidated Statement of Operations for the year ended December 31, 2023. During the year ended December 31, 2024, the accompanying Implementation Decrees, which clarify how the provisions of the 2023 Mining Code and Local Content Law should be applied, were enacted into law. As a result, the Company recorded a further impairment of $215 million on the Fekola Complex CGU. A net impairment charge of $194 million, after taking into account a deferred income tax recovery of $21 million, was recorded in the Consolidated Statement of Operations for the year ended December 31, 2024.
On August 7, 2026, the State of Mali granted the Menankoto exploitation permit ("Menankoto Permit") to B2Gold’s Malian subsidiary. The Company concluded that, although there are still further steps necessary to produce gold from the Menankoto permit area, significant uncertainty had been removed with respect to the expected timing of the production. As a result, the granting of the Menankoto Permit was considered an indication of reversal of the previously recorded impairment, and the Company performed an impairment reversal test on the Fekola Complex as at September 30, 2026. The carrying value of the CGU was compared to the CGU’s recoverable amount which was determined to be its fair value less costs of disposal ("FVLCD"). To estimate the recoverable amount of the CGU for impairment reversal, the Company utilized a discounted cash flow model incorporating significant assumptions that included such factors as reserves and resources, future production levels, operating and capital costs, royalties and tax rates, a long-term gold price of $3,500 per ounce, and a discount rate of 12.5% for the Fekola Complex. Management’s estimate of the FVLCD of its CGU is classified as level 3 in the fair value hierarchy. The Company’s estimate of future cash flows is subject to risks and uncertainties and therefore could change in the future if the underlying assumptions change.
The Company’s analysis concluded that the carrying value of the Fekola Complex CGU at September 30, 2026 was lower than the FVLCD and that the previously recorded impairment has reversed. The residual impairment reversal was calculated to be $253 million after reflecting the amount of depreciation that would have been recorded had the assets not been impaired. The Company recorded a net impairment reversal of $212 million in the Condensed Interim Consolidated Statement of Operations after taking into account a deferred income tax expense of $41 million.
Finland Properties
On April 23, 2026, the Company completed the sale of its 70% interest in Fingold Ventures Ltd., which holds several claims in Northern Finland ("Finland Properties") to Agnico Eagle Mines Limited in exchange for cash proceeds of $325 million. The gain on sale of $292 million was recorded in Gain on sale of mining interests in the Condensed Interim Consolidated Statement of Operations as outlined below:
| | | | | | | | |
| | $ |
| Proceeds from sale: | | |
| Cash consideration | | 325,000 |
| Transaction costs | | (108) |
| Total proceeds from sale, net of transaction costs | | 324,892 |
| | |
| Total assets sold | | 39,190 |
| Total non-controlling interest sold | | (6,672) |
| Net assets sold | | 32,518 |
| | |
| Gain on disposal of Finland Properties | | 292,374 |
B2GOLD CORP.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the nine months ended September 30, 2026
(All tabular amounts are in thousands of United States dollars unless otherwise stated)
(Unaudited)
Goose Mine
On April 17, 2026, the Company announced a fire had occurred in certain areas of the crushing circuit at the Goose Mine. In accordance with IAS 16, Property, plant and equipment, the Company assessed that components of plant and equipment with a net book value of $50 million (cost of $51 million less accumulated depreciation of $1 million) were damaged in the event. These assets have been assessed to have no future benefit and have been written off in the Condensed Interim Consolidated Statement of Operations for the nine months ended September 30, 2026. In addition, the Company incurred $3 million related to non-capital crusher repair activities following the fire. The Goose Mine remained operational after the incident, but with a limited milling capacity. In accordance with IAS 2, Inventories, the Company has recorded expense of $6 million and $22 million, respectively, for three and nine months ended September 30, 2026 for costs that do not form part of producing inventory during the period. These costs, related to the suspension of crushing operations, have been recorded as Other cost of sales in the Condensed Interim Consolidated Statement of Operations.
Other
During the nine months ended September 30, 2025, the Company wrote-off $5 million related to non-core exploration and evaluation properties that it no longer plans to proceed with.
9 Investment in associates
| | | | | | | | | | | | | | | | | | | | |
| | Versamet | | Other | | Total |
| | $ | | $ | | $ |
| | | | | | |
| Balance at December 31, 2024 | | 87,067 | | | 4,350 | | | 91,417 | |
| Share of net income (loss) | | 2,566 | | | (3,321) | | | (755) | |
| Interests acquired | | — | | | 7,521 | | | 7,521 | |
| | | | | | |
| Balance at December 31, 2025 | | 89,633 | | | 8,550 | | | 98,183 | |
| Share of net income (loss) | | 10,289 | | | (3,464) | | | 6,825 | |
| Gain on dilution | | 26,038 | | | 2,175 | | | 28,213 | |
| Interests acquired | | — | | | 2,361 | | | 2,361 | |
| | | | | | |
| Balance at September 30, 2026 | | 125,960 | | | 9,622 | | | 135,582 | |
Versamet
During the nine months ended September 30, 2026, the Company's associate Versamet issued shares to other third parties, including a bought deal financing and a private placement. As a result of the Versamet shares issued, the Company's interest in Versamet was diluted from 33% to 28%, resulting in a gain on dilution of $26 million recorded in the Condensed Interim Consolidated Statement of Operations for the nine months ended September 30, 2026.
10 Other assets
| | | | | | | | | | | | | | |
| | September 30, 2026 | | December 31, 2025 |
| | $ | | $ |
| | | | |
| Reclamation deposits | | 71,614 | | | 68,808 | |
| Restricted cash | | 5,951 | | | 6,109 | |
| Other | | 898 | | | 69 | |
| | 78,463 | | | 74,986 | |
As at September 30, 2026, reclamation deposits include amounts for the Fekola Mine of $29 million (December 31, 2025 - $27 million), for the Otjikoto Mine of $24 million (December 31, 2025 – $23 million), for the Goose Mine of $13 million (December 31, 2025 - $14 million) and for the Masbate Mine of $4 million (December 31, 2025 - $5 million).
B2GOLD CORP.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the nine months ended September 30, 2026
(All tabular amounts are in thousands of United States dollars unless otherwise stated)
(Unaudited)
11 Long-term debt
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Convertible senior unsecured notes | | Revolving credit facility | | Equipment loans | | Lease liabilities | | Total |
| | $ | | $ | | $ | | $ | | $ |
| | | | | | | | | | |
| Balance at December 31, 2025 | | 375,295 | | | 143,787 | | | 27,018 | | | 52,210 | | | 598,310 | |
| Drawdowns | | — | | | 120,000 | | | — | | | — | | | 120,000 | |
| Debt repayments | | — | | | (175,000) | | | (6,499) | | | (18,137) | | | (199,636) | |
| Interest payment | | (12,650) | | | — | | | — | | | — | | | (12,650) | |
| Lease liabilities incurred | | — | | | — | | | — | | | 12,799 | | | 12,799 | |
| Lease liabilities modified or derecognized | | — | | | — | | | — | | | (724) | | | (724) | |
| Foreign exchange gains | | — | | | — | | | (747) | | | (799) | | | (1,546) | |
| Non-cash interest and financing expense | | 23,824 | | | 1,568 | | | — | | | 4,258 | | | 29,650 | |
| Balance at September 30, 2026 | | 386,469 | | | 90,355 | | | 19,772 | | | 49,607 | | | 546,203 | |
| | | | | | | | | | |
| Current portion | | (2,108) | | | — | | | (7,574) | | | (20,885) | | | (30,567) | |
| | 384,361 | | | 90,355 | | | 12,198 | | | 28,722 | | | 515,636 | |
Convertible senior unsecured notes
On January 28, 2025, the Company issued convertible senior unsecured notes (“the Notes”) with an aggregate principal amount of $460 million. The Notes mature on February 1, 2030. The Notes are the Company's senior unsecured obligations and rank equally with all existing and future senior unsecured indebtedness. The Notes are effectively unsecured to all of the Company's existing and future secured indebtedness, including trade payables, to the extent of the value of the collateral securing such indebtedness. During the three and nine months ended September 30, 2026, the Company recognized interest charges of $8 million and $24 million, respectively, related to the Notes in the Condensed Interim Consolidated Statement of Operations (2025 - $0 million and $0 million, net of $7 million and $20 million, respectively, capitalized to the construction of qualifying assets during the period).
Revolving credit facility
The Company has an $800 million revolving credit facility ("RCF") with a syndicate of international banks. The RCF allows for an accordion feature whereby upon receipt of additional binding commitments, the facility may be further increased to $1 billion any time prior to the maturity date of December 17, 2028. During the nine months ended September 30, 2026, the Company repaid $175 million and drew down $120 million on the RCF. As at September 30, 2026, the Company had a balance of $95 million drawn on the RCF and $705 million available for future draw downs. The Company has provided security on the RCF in the form of a general security interest over the Company’s assets and pledges creating a charge over the shares of certain of the Company’s direct and indirect subsidiaries. In connection with the RCF, the Company must also maintain an interest coverage ratio greater than or equal to 3:1 for any fiscal quarter and a leverage ratio of less than 3.5:1 for any fiscal quarter. As at September 30, 2026, the Company was in compliance with these debt covenants. During the three and nine months ended September 30, 2026, the Company recognized interest charges of $2 million and $6 million related to the RCF, respectively, in the Condensed Interim Consolidated Statement of Operations (2025 - $1 million and $4 million, net of $3 million and $5 million, respectively, capitalized to the construction of qualifying assets during the period).
B2GOLD CORP.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the nine months ended September 30, 2026
(All tabular amounts are in thousands of United States dollars unless otherwise stated)
(Unaudited)
Fekola equipment loan facilities
During the nine months ended September 30, 2026, the Company's subsidiary, Fekola SA, extended the availability of the third term equipment facility with Caterpillar Financial Services Corporation to December 31, 2026. The aggregate principal amount of the facility is up to the Euro equivalent of $35 million. As at September 30, 2026, $29 million has been drawn down under the third term equipment facility.
Lease liabilities
During the nine months ended September 30, 2026, the Company recognized $13 million of right-of-use assets and $13 million of lease liabilities. The valuation of the lease was based on a 2-year term.
12 Share capital
The Company’s authorized share capital consists of an unlimited number of common shares and an unlimited number of preferred shares. As at September 30, 2026, the Company had 1,317,053,278 common shares outstanding (December 31, 2025 - 1,340,621,856 shares). No preferred shares were outstanding.
During the nine months ended September 30, 2026, the Company paid three quarterly dividends of $0.02 per share each, totaling $80 million (2025 - $80 million). Of this amount, $2 million (2025 - $2 million) was satisfied by the issuance of 0.4 million shares (2025 - 0.5 million shares) under the Company's Dividend Re-investment Plan.
For the three and nine months ended September 30, 2026, the Company issued 2 million and 13 million common shares, respectively, for proceeds of $7 million and $45 million, respectively, upon exercise of stock options.
Related party transactions during the nine months ended September 30, 2026, related to compensation paid to key management personnel, including salaries, short term benefits, directors' fees and share-based payments totalling $16 million (2025 - $11 million).
In April 2026, the Company received approval from the TSX to renew its Normal Course Issuer Bid, previously implemented in April 2025, pursuant to which the Company may purchase up to a maximum of 10% (increased from 5%) of its issued and outstanding common shares, during the period commencing April 3, 2026 and ending April 2, 2027. The Company is allowed to repurchase its common shares, through the facilities of the TSX, the NYSE American and other designated exchanges or alternative trading systems or by such other means as may be permitted by applicable Canadian and U.S. securities laws. The Company repurchased and cancelled 41 million common shares for $208 million during the nine months ended September 30, 2026. The book value of the cancelled common shares of $112 million was recorded as a reduction to share capital.
Subsequent to September 30, 2026, on November 4, 2026, the Company approved a fourth quarter dividend of $0.02 payable on December 15, 2026.
B2GOLD CORP.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the nine months ended September 30, 2026
(All tabular amounts are in thousands of United States dollars unless otherwise stated)
(Unaudited)
Earnings per share
The following is the calculation of basic and diluted earnings per share:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | For the three months ended Sept. 30, 2026 | | For the three months ended Sept. 30, 2025 | | For the nine months ended Sept. 30, 2026 | | For the nine months ended Sept. 30, 2025 |
| | | | | | | | |
Net income (attributable to shareholders of the Company) | | $ | 408,898 | | | $ | 19,313 | | | $ | 1,026,169 | | | $ | 231,324 | |
| Interest and financing expense on convertible senior unsecured notes included in net income | | $ | 7,959 | | | $ | — | | | $ | 23,706 | | | $ | 468 | |
Diluted net income (attributable to shareholders of the Company) used in calculating diluted earnings per share | | $ | 416,857 | | | 19,313 | | | $ | 1,049,875 | | | $ | 231,792 | |
| | | | | | | | |
Basic weighted average number of common shares outstanding (in thousands) | | 1,320,959 | | | 1,324,279 | | | 1,331,076 | | | 1,321,491 | |
| | | | | | | | |
| Effect of dilutive securities: | | | | | | | | |
| Convertible senior unsecured notes | | 144,996 | | | 144,996 | | | 144,996 | | | 144,996 | |
| Performance share units | | 4,750 | | | 3,507 | | | 4,750 | | | 3,507 | |
| Restricted share units | | 1,975 | | | 2,264 | | | 1,961 | | | 1,810 | |
| Stock options | | 6,980 | | | 7,340 | | | 6,878 | | | 3,914 | |
Diluted weighted average number of common shares outstanding (in thousands) | | 1,479,660 | | | 1,482,386 | | | 1,489,661 | | | 1,475,718 | |
| | | | | | | | |
Earnings per share (attributable to shareholders of the Company) | | | | | | | | |
| Basic | | $ | 0.31 | | | $ | 0.01 | | | $ | 0.77 | | | $ | 0.18 | |
| Diluted | | $ | 0.28 | | | $ | 0.01 | | | $ | 0.70 | | | $ | 0.16 | |
13 Non-controlling interests
The following is a continuity schedule of the Company's non-controlling interests:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Masbate | | Otjikoto | | Finland | | Total |
| | $ | | $ | | $ | | $ |
| | | | | | | | |
| Balance at December 31, 2025 | | 23,964 | | | 17,779 | | | 6,208 | | | 47,951 | |
| Share of net (loss) income | | (1,291) | | | 13,927 | | | (64) | | | 12,572 | |
| Distributions to non-controlling interest | | (3,600) | | | (14,316) | | | — | | | (17,916) | |
Non-controlling interest associated with mining interest sold (Note 8) | | — | | | — | | | (6,672) | | | (6,672) | |
| Participating funding from non-controlling interest | | — | | | — | | | 517 | | | 517 | |
| Other | | — | | | 2 | | | 11 | | | 13 | |
| Balance at September 30, 2026 | | 19,073 | | | 17,392 | | | — | | | 36,465 | |
B2GOLD CORP.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the nine months ended September 30, 2026
(All tabular amounts are in thousands of United States dollars unless otherwise stated)
(Unaudited)
14 Derivative financial instruments
Fuel derivatives
The following is a summary, by maturity dates, of the Company’s fuel derivatives contracts outstanding as at September 30, 2026. The Company's fuel derivative instruments were not designated as hedges and are being recorded at fair value through profit and loss ("FVTPL").
For the three and nine months ended September 30, 2026, the Company recorded an unrealized fuel derivative gains of $8 million and $21 million, respectively (2025 – gains of $1 million and $1 million, respectively) and realized fuel derivative gains of $7 million and $16 million, respectively (2025 - losses of $0 million and $1 million, respectively) as part of (Losses) gains on derivative instruments in the Condensed Interim Consolidated Statement of Operations.
The following is a summary, by maturity dates, of the Company’s fuel derivative contracts outstanding as at September 30, 2026:
| | | | | | | | | | | | | | | | | | | | | | |
| | 2026 | | 2027 | | | | Total |
| Forward – fuel oil: | | | | | | | | |
| Litres (thousands) | | 6,658 | | | 14,483 | | | | | 21,141 | |
| Average strike price | | $ | 0.38 | | | $ | 0.37 | | | | | $ | 0.37 | |
| | | | | | | | |
| Forward – gas oil: | | | | | | | | |
| Litres (thousands) | | 8,007 | | | 21,003 | | | | | 29,010 | |
| Average strike price | | $ | 0.51 | | | $ | 0.52 | | | | | $ | 0.52 | |
The unrealized fair value of these contracts at September 30, 2026, was $16 million (December 31, 2025 - $(4) million).
Gold derivatives
During the year ended December 31, 2024, as a requirement of the RCF (Note 11), the Company entered into a series of 1:1 zero-cost put/call gold collar contracts with settlement between February 2025 and January 2027. These derivative instruments were not designated as hedges by the Company and are recorded at FVTPL.
For the three and nine months ended September 30, 2026, the Company recorded unrealized gains of $31 million and $171 million, respectively (2025 - losses of $103 million and $173 million, respectively) on the gold collar contracts and realized losses of $47 million and $188 million, respectively (2025 - losses of $4 million and $4 million, respectively) as part of (Losses) gains on derivative instruments in the Condensed Interim Consolidated Statement of Operations.
The following is a summary, by maturity dates, of the Company’s gold derivative contracts outstanding as at September 30, 2026:
| | | | | | | | | | | | | | | | | | | | |
| | 2026 | | 2027 | | Total |
| | | | | | |
| Ounces | | 49,911 | | | 16,637 | | | 66,548 | |
| Average floor price | | $ | 2,450 | | | $ | 2,450 | | | $ | 2,450 | |
| Average ceiling price | | $ | 3,294 | | | $ | 3,294 | | | $ | 3,294 | |
The unrealized fair value of these contracts at September 30, 2026, was $(63) million (December 31, 2025 - $(234) million).
B2GOLD CORP.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the nine months ended September 30, 2026
(All tabular amounts are in thousands of United States dollars unless otherwise stated)
(Unaudited)
15 Gold stream obligation
The Company's gold stream obligation requires delivery from production at the Goose Mine as follows:
•2.7805% of gold production up to delivery of 87,100 ounces;
•1.4405% of gold production up to an aggregate of 134,000 ounces; and
•1.005% of gold production thereafter.
The gold stream obligation was determined to be a derivative liability under IFRS 9 Financial instruments, and has been classified as FVTPL. As a result, it has been recorded at its fair value on the Condensed Interim Consolidated Balance Sheet with changes in the fair value being recorded in the Condensed Interim Consolidated Statement of Operations. The fair value of the gold stream was determined to be level 3 in the fair value hierarchy (Note 17). The Company has guaranteed the gold stream obligation.
During the three and nine months ended September 30, 2026, the Company delivered 544 ounces and 2,742 ounces, respectively (2025 - 0 ounces and 0 ounces, respectively) into the gold stream obligation. The Company receives purchase price for each ounce of refined gold metal equal to 18% of the spot gold price. The difference between the spot gold price and such purchase price payable is deducted against the upfront funding until it has been reduced to nil.
The following is a summary of the changes in the gold stream obligation:
| | | | | | | | |
| | $ |
| | |
| Outstanding at December 31, 2025 | | 282,731 |
| Change in fair value | | (17,877) |
| Gold delivered | | (10,454) |
| Outstanding at September 30, 2026 | | 254,400 |
| Less current portion | | (30,400) |
| | 224,000 |
16 Prepaid gold sales
On January 23, 2024, the Company entered into a series of prepaid gold sales with a number of its RCF syndicate banks (the "Prepaid Gold Sales"). Under the terms of the Prepaid Gold Sales, the Company received an upfront payment of $500 million, based on gold forward curve prices averaging approximately $2,191 per ounce, in exchange for equal monthly deliveries of gold from July 2025 to June 2026 totaling 264,768 ounces.
During the nine months ended September 30, 2026, the Company delivered 132,384 ounces, into contracts valued at $291 million. As the Company physically delivered ounces into the contracts, the portion of the Prepaid Sales relating to the delivered ounces was recognized as gold revenue in the Interim Condensed Consolidated Statement of Operations at the time of delivery based on the contract price.
As at September 30, 2026, the Company had delivered into all of its Prepaid Gold Sales and had no contracts outstanding.
The following is a summary of the changes in the Prepaid Gold Sales obligation:
| | | | | | | | |
| | $ |
| | |
| Outstanding at December 31, 2025 | | 285,458 |
| Gold deliveries | | (291,222) |
| Accretion | | 5,764 |
Outstanding at September 30, 2026 | | — |
During the three and nine months ended September 30, 2026, the Company recognized interest charges of $nil million and $6 million, respectively, relating to the financing component contained in the Prepaid Sales, in the Condensed Interim Consolidated Statement of Operations for the three and nine months ended September 30, 2026 (2025 - $0 million and $0 million net of $9 million and $29 million, respectively, capitalized to the construction of qualifying assets during the period).
B2GOLD CORP.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the nine months ended September 30, 2026
(All tabular amounts are in thousands of United States dollars unless otherwise stated)
(Unaudited)
17 Financial instruments
The Company’s financial assets and liabilities are classified based on the lowest level of input significant to the fair value measurement based on the fair value hierarchy:
Level 1 – quoted prices in active markets for identical assets or liabilities;
Level 2 – inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and
Level 3 – inputs for the asset or liability that are not based on observable market data.
As at September 30, 2026, the Company’s financial assets and liabilities that are measured at fair value are categorized as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | As at September 30, 2026 | | As at December 31, 2025 |
| | Level 1 | | Level 2 | | Level 3 | | Level 1 | | Level 2 | | Level 3 |
| | $ | | $ | | $ | | $ | | $ | | $ |
| | | | | | | | | | | | |
Long-term investments (Note 7) | | 249,058 | | | — | | | — | | | 286,066 | | | — | | | — | |
Short-term investments (Note 5) | | 3,477 | | | — | | | — | | | 4,868 | | | — | | | — | |
Gold derivative contracts (Note 14) | | — | | | (62,543) | | | — | | | — | | | (233,821) | | | — | |
Fuel derivative contracts (Note 14) | | — | | | 16,277 | | | — | | | — | | | (4,415) | | | — | |
Gold stream obligation (Note 15) | | — | | | — | | | (254,400) | | | — | | | — | | | (282,731) | |
The Company’s long-term investments consist of shares of publicly traded mining companies. The fair values of these were determined using market quotes from an active market for each investment.
The fair values of the Company's fuel and gold derivative contracts were determined using prevailing market rates for instruments with similar characteristics.
The fair value of the gold stream was calculated based on an income approach and a discounted cash flow model. The calculated fair value includes inputs that are based on observable market data, including forward gold price curves and credit adjusted risk-free rates. The fair value also includes inputs that are not based on observable market data, including the timing of future gold deliveries. The valuation has been prepared by an independent valuations specialist with direct oversight from the Company. Forward gold price estimates ranged from $4,187 to $5,524 per ounce. A $100 per ounce change in the gold forward price would have approximately a $5 million impact on the fair value of the gold stream obligation. A 50-basis point change in the discount rate would have an approximately $6 million impact on the fair value of the gold stream obligation.
The fair value of the Notes, based on quoted market prices, is $813 million. The carrying amount of the Notes represents the liability component recorded at amortized cost (Note 11), while the fair value represents both the liability and equity components. The fair value of the Notes is categorized as level 1 in the fair value hierarchy outlined in IFRS 13 Fair value measurement. The fair value of the Company's other long-term debt approximates its carrying value as it has a floating interest rate and the Company's credit spread has remained approximately consistent. The fair value of the Company's other financial instruments approximates their carrying value due to their short-term nature.
Credit risk
The Company’s maximum exposure to credit risk is the book value of cash and cash equivalents, accounts receivable, loans receivable and the carrying value of its derivative portfolio. The Company limits its credit exposure on cash and cash equivalents by holding its deposits mainly with high credit quality financial institutions as determined by credit rating agencies. The Company maintains its excess cash balances in short-term investments accounts. The Company does not maintain insurance for its cash balances.
B2GOLD CORP.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the nine months ended September 30, 2026
(All tabular amounts are in thousands of United States dollars unless otherwise stated)
(Unaudited)
18 Income and other taxes
Income tax expense differs from the amount that would result from applying the Canadian federal and provincial income tax rates to earnings from operations before taxes. These differences result from the following items:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | For the three months ended Sept. 30, 2026 | | For the three months ended Sept. 30, 2025 | | For the nine months ended Sept. 30, 2026 | | For the nine months ended Sept. 30, 2025 |
| | $ | | $ | | $ | | $ |
| | | | | | | | |
| Income from operations before taxes | | 583,313 | | | 197,787 | | | 1,712,425 | | | 616,951 | |
| Canadian federal and provincial income tax rates | | 27.00 | % | | 27.00 | % | | 27.00 | % | | 27.00 | % |
| Income tax expense at statutory rates | | 157,495 | | | 53,402 | | | 462,355 | | | 166,577 | |
| | | | | | | | |
| Increase (decrease) attributable to: | | | | | | | | |
| Change in losses and tax bases for which no tax benefit has been recorded | | 757 | | | 55,136 | | | 60,605 | | | 77,066 | |
| Effects of different foreign statutory tax rates | | 35,505 | | | 34,020 | | | 128,639 | | | 81,593 | |
| Future withholding tax | | 28,500 | | | 28,000 | | | 83,500 | | | 59,000 | |
| Deferred income tax effect of the reversal of impairment on long lived-assets | | (43,835) | | | — | | | (43,835) | | | — | |
| Change in losses and temporary differences not previously recognised | | (15,320) | | | — | | | (33,819) | | | — | |
| Benefit of optional tax incentives | | (15,353) | | | (14,277) | | | (47,014) | | | (28,821) | |
| Change due to foreign exchange | | 3,238 | | | 1,147 | | | 15,721 | | | (57,060) | |
| Royalty and windfall profit taxes | | 8,848 | | | — | | | 23,380 | | | — | |
| Change in non-taxable portion of gains | | 77 | | | (318) | | | (43,740) | | | (268) | |
| Withholding and other taxes | | 599 | | | 3,003 | | | 47,928 | | | 40,661 | |
| Non-deductible expenditures | | 8,727 | | | 8,900 | | | 17,466 | | | 24,423 | |
| Change in income tax rates | | — | | | 4,000 | | | — | | | 4,000 | |
| Amounts under (over) provided in prior years | | 1 | | | (39) | | | 956 | | | 650 | |
| Change in accrual for tax audits | | 503 | | | 1,690 | | | 1,542 | | | 2,690 | |
| Income tax expense | | 169,742 | | | 174,664 | | | 673,684 | | | 370,511 | |
| | | | | | | | |
| Current income tax, withholding and other taxes | | 97,621 | | | 143,945 | | | 491,823 | | | 390,202 | |
| Deferred income tax expense (recovery) | | 72,121 | | | 30,719 | | | 181,861 | | | (19,691) | |
| Income tax expense | | 169,742 | | | 174,664 | | | 673,684 | | | 370,511 | |
Included in current income tax expense for the three and nine months ended September 30, 2026, was an expense of $18 million and $99 million, respectively (2025 - $28 million and $64 million, respectively), related to the State of Mali's 20% priority dividend on its free carried interest in the Fekola Mine. This priority dividend is accounted for as an income tax in accordance with IAS 12, Income Taxes.
B2GOLD CORP.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the nine months ended September 30, 2026
(All tabular amounts are in thousands of United States dollars unless otherwise stated)
(Unaudited)
19 Supplementary cash flow information
Supplementary disclosure of cash flow information is provided in the tables below:
Non-cash charges (credits):
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | For the three months ended Sept. 30, 2026 | | For the three months ended Sept. 30, 2025 | | For the nine months ended Sept. 30, 2026 | | For the nine months ended Sept. 30, 2025 |
| | $ | | $ | | $ | | $ |
| | | | | | | | |
| Depreciation and depletion | | 119,067 | | | 104,665 | | | 401,388 | | | 296,927 | |
Gain on sale of mining interests (Note 8) | | — | | | — | | | (292,374) | | | — | |
Reversal of impairment on long-lived assets (Note 8) | | (253,488) | | | — | | | (253,488) | | | — | |
| Unrealized (gains) losses on derivative instruments | | (39,957) | | | 101,715 | | | (191,969) | | | 172,370 | |
| Add back of realized loss on derivative instruments | | 47,259 | | | 4,213 | | | 188,434 | | | 4,213 | |
Deferred income tax expense (recovery) (Note 18) | | 72,121 | | | 30,719 | | | 181,861 | | | (19,691) | |
Write-off of plant and equipment (Note 8) | | — | | | — | | | 49,713 | | | — | |
| Non-cash interest and financing expense | | 14,186 | | | 4,730 | | | 47,971 | | | 15,307 | |
Loss (gain) on dilution of associate (Note 9) | | 1,916 | | | — | | | (28,213) | | | — | |
| Share-based payments | | 8,489 | | | 5,088 | | | 22,162 | | | 18,974 | |
Change in fair value of gold stream (Note 15) | | (963) | | | 28,100 | | | (17,877) | | | 80,406 | |
| Non-recoverable input taxes | | 6,655 | | | 380 | | | 10,068 | | | 12,657 | |
Share of net (income) loss of associates (Note 9) | | (1,345) | | | 2,103 | | | (6,825) | | | 1,925 | |
| Non-cash community relations expense | | — | | | 10,000 | | | — | | | 10,000 | |
| Other | | (182) | | | 13,370 | | | 9,239 | | | 33,588 | |
| | (26,242) | | | 305,083 | | | 120,090 | | | 626,676 | |
Changes in non-cash working capital: | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | For the three months ended Sept. 30, 2026 | | For the three months ended Sept. 30, 2025 | | For the nine months ended Sept. 30, 2026 | | For the nine months ended Sept. 30, 2025 |
| | $ | | $ | | $ | | $ |
| | | | | | | | |
| Accounts receivable and prepaids | | 4,512 | | | 683 | | | (29,584) | | | (15,256) | |
| Value-added and other tax receivables | | (11,796) | | | (15,464) | | | (2,391) | | | (4,538) | |
| Inventories | | 18,280 | | | (41,282) | | | 14,801 | | | (74,323) | |
| Accounts payable and accrued liabilities | | (15,842) | | | 11,857 | | | (20,670) | | | 24,388 | |
| Current income and other taxes payable | | (12,108) | | | 115,135 | | | 50,433 | | | 154,680 | |
| | (16,954) | | | 70,929 | | | 12,589 | | | 84,951 | |
B2GOLD CORP.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the nine months ended September 30, 2026
(All tabular amounts are in thousands of United States dollars unless otherwise stated)
(Unaudited)
Other exploration and development: | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | For the three months ended Sept. 30, 2026 | | For the three months ended Sept. 30, 2025 | | For the nine months ended Sept. 30, 2026 | | For the nine months ended Sept. 30, 2025 |
| | $ | | $ | | $ | | $ |
| | | | | | | | |
| Goose Mine, exploration | | (7,095) | | | (5,619) | | | (16,858) | | | (15,941) | |
| Masbate Mine, exploration | | (1,656) | | | (602) | | | (2,957) | | | (1,553) | |
| Otjikoto Mine, exploration | | (2,015) | | | (2,220) | | | (4,613) | | | (6,433) | |
| Back River Regional, exploration | | (8,178) | | | (6,598) | | | (16,148) | | | (9,604) | |
| Other | | (880) | | | (699) | | | (3,747) | | | (1,681) | |
| | (19,824) | | | (15,738) | | | (44,323) | | | (35,212) | |
Non-cash investing and financing activities: | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | For the three months ended Sept. 30, 2026 | | For the three months ended Sept. 30, 2025 | | For the nine months ended Sept. 30, 2026 | | For the nine months ended Sept. 30, 2025 |
| | $ | | $ | | $ | | $ |
| | | | | | | | |
| Change in current liabilities relating to mining interest expenditures | | 4,358 | | | (15,160) | | | 21,324 | | | (26,215) | |
| Interest capitalized to construction of qualifying assets | | 107 | | | 20,095 | | | 137 | | | 54,863 | |
For the three and nine months ended September 30, 2026, the Company paid $103 million and $399 million, respectively, of current income tax, withholding and other taxes in cash (2025 - $33 million and $203 million, respectively).
20 Segmented information
The Company’s reportable operating segments include its mining operations and development projects, namely the Fekola, Masbate, Otjikoto and Goose mines. It also includes Fekola Regional properties, which are in the exploration and evaluation stage. The Fekola Regional segment includes the Anaconda Area (the combined Menankoto permit) and the Dandoko permit. The “Other Mineral Properties” segment consists of the Company’s interests in mineral properties which are at various stages of exploration and evaluation, including the Company's interest in the Gramalote Project, as well as the Company's equity accounted investment in its associates. The “Corporate” segment includes corporate operations. The Company’s segments are summarized in the following tables:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| For the three months ended September 30, 2026 |
| Fekola Mine | Fekola Regional | Goose Mine | Masbate Mine | Otjikoto Mine | Other Mineral Properties | Corporate
| Total |
| $ | $ | $ | $ | $ | $ | $ | $ |
| | | | | | | | |
| External gold revenue | 382,427 | | — | | 135,043 | | 227,165 | | 91,831 | | — | | — | | 836,466 | |
| Production costs | 125,485 | | — | | 69,327 | | 39,651 | | 28,242 | | — | | — | | 262,705 | |
| Depreciation & depletion | 55,539 | | 147 | | 29,027 | | 27,424 | | 6,930 | | — | | 542 | | 119,609 | |
| Reversal of impairment on long-lived assets | (154,595) | | (98,893) | | — | | — | | — | | — | | — | | (253,488) | |
| Net income (loss) | 188,819 | | 78,331 | | 37,039 | | 100,172 | | 31,551 | | (246) | | (22,095) | | 413,571 | |
| Capital expenditures | 48,667 | | 16,235 | | 79,963 | | 13,807 | | 12,492 | | 19,466 | | 30 | | 190,660 | |
| Total assets | 1,593,680 | | 370,557 | | 2,538,710 | | 637,291 | | 320,528 | | 435,006 | | 324,232 | | 6,220,004 | |
| | | | | | | | |
B2GOLD CORP.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the nine months ended September 30, 2026
(All tabular amounts are in thousands of United States dollars unless otherwise stated)
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| For the three months ended September 30, 2025 |
| Fekola Mine | Fekola Regional | Goose Project | Masbate Mine | Otjikoto Mine | Other Mineral Properties | Corporate
| Total |
| $ | $ | $ | $ | $ | $ | $ | $ |
| | | | | | | | |
| External gold revenue | 472,582 | | — | | 341 | | 54,964 | | 110,967 | | — | | 144,094 | | 782,948 | |
| Intersegment gold revenue | — | | — | | 28,552 | | 171,277 | | 32,088 | | — | | (231,917) | | — | |
| Production costs | 104,448 | | — | | 9,127 | | 49,632 | | 31,947 | | — | | — | | 195,154 | |
| Depreciation & depletion | 54,417 | | 137 | | — | | 30,953 | | 19,157 | | — | | 578 | | 105,242 | |
| Net income (loss) | 124,270 | | (2,763) | | 8,442 | | 78,153 | | 50,467 | | (1,784) | | (233,662) | | 23,123 | |
| Capital expenditures | 55,113 | | 5,579 | | 162,687 | | 10,518 | | 6,611 | | 18,849 | | 113 | | 259,470 | |
| Total assets | 1,509,801 | | 209,089 | | 2,235,600 | | 629,904 | | 326,054 | | 368,268 | | 413,500 | | 5,692,216 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| For the nine months ended September 30, 2026 | |
| Fekola Mine | Fekola Regional | Goose Mine | Masbate Mine | Otjikoto Mine | Other Mineral Properties | Corporate
| Total | |
| $ | $ | $ | $ | $ | $ | $ | $ | |
| | | | | | | | | |
| External gold revenue | 1,635,325 | | — | | 145,430 | | 368,861 | | 343,637 | | — | | 291,222 | | 2,784,475 | | |
| Intersegment gold revenue | — | | — | | 286,836 | | 332,407 | | — | | — | | (619,243) | | — | | |
| Production costs | 365,700 | | — | | 171,712 | | 113,953 | | 81,389 | | — | | — | | 732,754 | | |
| Depreciation & depletion | 200,129 | | 447 | | 98,091 | | 78,253 | | 24,467 | | — | | 1,611 | | 402,998 | | |
| Impairment reversal of long-lived assets | (154,595) | | (98,893) | | — | | — | | — | | — | | — | | (253,488) | | |
| Net income (loss) | 506,511 | | 76,236 | | 86,741 | | 305,445 | | 130,560 | | 328,457 | | (395,209) | | 1,038,741 | | |
| Capital expenditures | 135,319 | | 60,650 | | 228,005 | | 45,906 | | 29,979 | | 47,213 | | 30 | | 547,102 | | |
| Total assets | 1,593,680 | | 370,557 | | 2,538,710 | | 637,291 | | 320,528 | | 435,006 | | 324,232 | | 6,220,004 | | |
| | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| For the nine months ended September 30, 2025 | |
| Fekola Mine | Fekola Regional | Goose Project | Masbate Mine | Otjikoto Mine | Other Mineral Properties | Corporate
| Total | |
| $ | $ | $ | $ | $ | $ | $ | $ | |
| | | | | | | | | |
| External gold revenue | 1,104,565 | | — | | 341 | | 317,055 | | 441,206 | | — | | 144,094 | | 2,007,261 | | |
| Intersegment gold revenue | — | | — | | 28,552 | | 171,277 | | 32,088 | | — | | (231,917) | | — | | |
| Production costs | 289,594 | | — | | 9,127 | | 122,116 | | 96,674 | | — | | — | | 517,511 | | |
| Depreciation & depletion | 135,195 | | 396 | | (3,770) | | 68,776 | | 96,329 | | 36 | | 1,709 | | 298,671 | | |
| Net income (loss) | 296,893 | | (3,213) | | 10,572 | | 162,063 | | 150,811 | | (6,626) | | (364,060) | | 246,440 | | |
| Capital expenditures | 172,495 | | 13,752 | | 411,305 | | 36,701 | | 19,140 | | 34,826 | | 241 | | 688,460 | | |
| Total assets | 1,509,801 | | 209,089 | | 2,235,600 | | 629,904 | | 326,054 | | 368,268 | | 413,500 | | 5,692,216 | | |
B2GOLD CORP.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the nine months ended September 30, 2026
(All tabular amounts are in thousands of United States dollars unless otherwise stated)
(Unaudited)
The Company’s mining interests are located in the following geographical locations:
| | | | | | | | | | | | | | |
| | September 30, 2026 | | December 31, 2025 |
| | $ | | $ |
| Mining interests | | | | |
| Canada | | 2,048,020 | | | 1,950,116 | |
| Mali | | 1,357,802 | | | 1,105,803 | |
| Philippines | | 397,131 | | | 431,312 | |
| Namibia | | 145,168 | | | 128,392 | |
| Colombia | | 134,029 | | | 106,703 | |
| Finland | | — | | | 37,505 | |
| Other | | 1,663 | | | 506 | |
| | 4,083,813 | | | 3,760,337 | |
21 Commitments
As at September 30, 2026, the Company had the following commitments (in addition to those disclosed elsewhere in these financial statements):
•For payments at the Fekola Mine of $5 million for mobile equipment purchases and major rebuilds, and $1 million for other capital expenditures, of which $5 million is expected to be incurred in 2026 and $1 million is expected to be incurred in 2027.
•For payments at Fekola Regional of $3 million related to site infrastructure, all of which expected to be incurred in 2026.
•For payments at the Goose Mine of $19 million for mobile equipment purchases, $3 million for crushing circuit upgrades, $3 million for underground mining infrastructure and $2 million for other capital projects, of which $8 million is expected to be incurred in 2026 and $19 million is expected to be incurred in 2027.
•For payments at the Masbate Mine of $3 million related to mobile equipment purchases, all of which is expected to be incurred in 2026.
•For payments of $31 million at the Otjikoto Mine for the development of the Antelope project, of which $4 million is expected to be incurred in 2026, $20 million is expected to be incurred in 2027 and $7 million is expected to incurred in 2028.
•For payments of $15 million at the Gramalote Project for resettlement programs of which $11 million is expected to be incurred in 2026 and $4 million is expected to be incurred in 2027.
B2GOLD CORP.
Management's Discussion and Analysis
For the quarter ended September 30, 2026
| | | | | | | | | | | | | | |
| INDEX | | | | |
| | | | |
| Highlights | 2 |
| Review of Mining Operations and Development Projects | 4 |
| Review of Exploration Activities | 11 |
| Review of Financial Results | 12 |
| Liquidity and Capital Resources | 15 |
| Critical Accounting Estimates | 18 |
| Risks and Uncertainties | 20 |
| Internal Control Over Financial Reporting | 20 |
| Non-IFRS Measures | 21 |
| Summary of Quarterly Results | 30 |
| Summary and Outlook | 30 |
| Outstanding Share Data | 31 |
| Cautionary Statement on Forward-Looking Information | 31 |
This Management’s Discussion and Analysis (“MD&A”) has been prepared as at November 4, 2026. This MD&A should be read in conjunction with the unaudited condensed interim consolidated financial statements and the notes thereto of the Company for the three and nine months ended September 30, 2026, and the annual consolidated financial statements and the notes thereto of the Company for the year ended December 31, 2025. The unaudited condensed interim consolidated financial statements have been prepared in accordance with IAS 34, Interim Financial Reporting, as issued by the International Accounting Standards Board ("IAS 34"). The unaudited condensed interim financial statements should be read in conjunction with the annual consolidated financial statements for the year ended December 31, 2025, which have been prepared in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board ("IFRS"). All amounts are expressed in United States dollars, unless otherwise stated. All production results and the Company's guidance presented in this MD&A reflect total production at the mines the Company operates on a 100% basis. Additional information related to B2Gold, including our Annual Information Form, is available on the Company's website www.b2gold.com and on SEDAR+ at www.sedarplus.ca.
This MD&A and contains certain "forward-looking information" and “forward-looking statements” under Canadian and United States securities laws, respectively ("forward-looking statements"). All statements included herein, other than statements of historical fact, including without limitation statements regarding potential mineralization, exploration results and future plans, production and objectives of B2Gold Corp. or its subsidiaries, are forward-looking statements that involve various risks, uncertainties and assumptions. See the “Cautionary Statement on Forward-Looking Information” section. 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 as a result of a number of factors, including those set out in “Risks and Uncertainties.”
OVERVIEW
B2Gold Corp. ("B2Gold" or the "Company") is a Vancouver-based gold producer with four operating mines: the Fekola Complex in Mali ("Fekola"), the Goose Mine in Canada ("Goose"), the Masbate Gold Project in the Philippines ("Masbate") and the Otjikoto Mine in Namibia ("Otjikoto"). The Company also owns the Gramalote Project in Colombia ("Gramalote"). The Company holds an approximately 28% interest in Versamet Royalties Corporation ("Versamet") and a portfolio of exploration and development projects in several countries including Canada, Kazakhstan and Suriname.
THIRD QUARTER HIGHLIGHTS
•Revenue of $836 million on 195,018 gold ounces sold at an average realized price of $4,289 per ounce. Production of 193,321 ounces of gold, on track to deliver full-year production guidance at all operations.
◦Cash flow provided by operating activities of $239 million, cash flow from operating activities before changes in working capital1 of $387 million, and free cash flow2 of $48 million, reflecting the first quarter post completion of the prepaid gold sales contracts in June 2026.
1 “Cash flow from operating activities before changes in working capital” is a non-IFRS measure; for a description of how we calculate this measure and a reconciliation from this measure to the most directly comparable measure specified, defined or determined under IFRS and presented in our financial statements, refer to “Non-IFRS Measures”.
2 “Free cash flow” is a non-IFRS measure; for a description of how we calculate this measure and a reconciliation from this measure to the most directly comparable measure specified, defined or determined under IFRS and presented in our financial statements, refer to “Non-IFRS Measures”.
•Consolidated all-in sustaining costs3 of $2,602 per gold ounce sold. Reduced consolidated all-in sustaining cost guidance range to between $2,230 and $2,410 per gold ounce sold for 2026 (previously between $2,370 and $2,550 per gold ounce sold) to reflect strong year-to-date operating performance and expected results for the fourth quarter of 2026.
•Earnings per share of $0.31 and adjusted earnings per share4 of $0.14. Included in earnings per share was an impairment reversal of $253 million for Fekola.
•Returned $59 million to shareholders in the quarter, consisting of $26 million in dividends paid and $33 million of share buy backs in cash under the Company's normal course issuer bid ("NCIB").
•Strong financial position and liquidity at September 30, 2026, including cash and cash equivalents of $294 million, working capital (defined as current assets less assets classified as held for sale and current liabilities) of $497 million, and an undrawn balance of $705 million on the Company's revolving credit facility.
•Phase 1 upgrades to the Goose fixed crushing circuit completed, with the circuit now operating at 3,200 tpd following commissioning in mid-October 2026.
•Menankoto exploitation permit granted on August 7, 2026, by the State of Mali. The Company commenced mining pre-stripping activities on the Menankoto permit area commenced in October 2026.
•Fourth quarter of 2026 dividend of $0.02 per share declared on November 4, 2026 payable on December 15, 2026.
3 “All-in sustaining costs” is a non-IFRS measure; for a description of how we calculate this measure and a reconciliation from this measure to the most directly comparable measure specified, defined or determined under IFRS and presented in our financial statements, refer to “Non-IFRS Measures”.
4 “Adjusted earnings per share” is a non-IFRS measure; for a description of how we calculate this measure and a reconciliation from this measure to the most directly comparable measure specified, defined or determined under IFRS and presented in our financial statements, refer to “Non-IFRS Measures”.
REVIEW OF MINING OPERATIONS AND DEVELOPMENT PROJECTS
Selected Quarterly Financial and Operating Results
| | | | | | | | | | | | | | | | | |
| | Three months ended | Nine months ended |
| | September 30, | September 30, |
| | 2026 | 2025 | 2026 | 2025 |
| | | | | |
| Gold revenue - consolidated | $ in millions | 836 | 783 | 2,784 | 2,007 |
| Fekola | $ in millions | 382 | 473 | 1,635 | 1,105 |
| Goose | $ in millions | 135 | 29 | 432 | 29 |
| Masbate | $ in millions | 227 | 226 | 701 | 488 |
| Otjikoto | $ in millions | 92 | 143 | 344 | 473 |
| Average realized gold price | $/ounce | 4,289 | 3,133 | 4,089 | 3,115 |
| Production costs - consolidated | $ in millions | 263 | 195 | 733 | 518 |
| Fekola | $ in millions | 125 | 104 | 366 | 290 |
| Goose | $ in millions | 69 | 9 | 172 | 9 |
| Masbate | $ in millions | 40 | 50 | 114 | 122 |
| Otjikoto | $ in millions | 28 | 32 | 81 | 97 |
| Net income | $ in millions | 414 | 23 | 1,039 | 246 |
Earnings per share – basic(1) | $/share | 0.31 | 0.01 | 0.77 | 0.18 |
Earnings per share – diluted(1) | $/share | 0.28 | 0.01 | 0.70 | 0.16 |
Adjusted net income(1)(2) ($ in millions) | $ in millions | 183 | 180 | 471 | 465 |
Adjusted earnings per share(1)(2) – basic ($) | $/share | 0.14 | 0.14 | 0.35 | 0.35 |
| Cash provided by operating activities | $ in millions | 239 | 176 | 699 | 609 |
Free cash flow(2) | $ in millions | 48 | (84) | 152 | (79) |
| Gold sold - consolidated | ounces in thousands | 195 | 250 | 681 | 644 |
| Fekola | ounces in thousands | 90 | 137 | 356 | 340 |
| Goose | ounces in thousands | 31 | 8 | 93 | 8 |
| Masbate | ounces in thousands | 53 | 64 | 156 | 148 |
| Otjikoto | ounces in thousands | 22 | 41 | 76 | 148 |
| Gold production - consolidated | ounces in thousands | 193 | 254 | 635 | 677 |
| Fekola | ounces in thousands | 78 | 147 | 312 | 367 |
| Goose | ounces in thousands | 40 | 14 | 96 | 15 |
| Masbate | ounces in thousands | 53 | 50 | 157 | 147 |
| Otjikoto | ounces in thousands | 22 | 44 | 70 | 148 |
Cash operating costs(2)(3) - consolidated | $/ounce sold | 1,347 | 768 | 1,076 | 799 |
| Fekola | $/ounce sold | 1,399 | 760 | 1,026 | 851 |
| Goose | $/ounce sold | 2,244 | — | 1,851 | — |
| Masbate | $/ounce sold | 750 | 775 | 732 | 823 |
| Otjikoto | $/ounce sold | 1,312 | 782 | 1,070 | 654 |
Cash operating costs(2)(3) - consolidated | $/ounce produced | 1,335 | 780 | 1,168 | 783 |
| Fekola | $/ounce produced | 1,444 | 772 | 1,161 | 830 |
| Goose | $/ounce produced | 1,870 | — | 1,916 | — |
| Masbate | $/ounce produced | 761 | 805 | 740 | 812 |
| Otjikoto | $/ounce produced | 1,370 | 781 | 1,143 | 638 |
All-in sustaining costs(2)(3) - consolidated | $/ounce sold | 2,602 | 1,479 | 2,267 | 1,508 |
| Fekola | $/ounce sold | 2,703 | 1,678 | 2,250 | 1,760 |
| Goose | $/ounce sold | 4,816 | — | 4,148 | — |
| Masbate | $/ounce sold | 1,182 | 1,108 | 1,223 | 1,242 |
| Otjikoto | $/ounce sold | 1,875 | 1,089 | 1,526 | 930 |
(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”.
(3) Consolidated cash operating costs per gold ounce sold, consolidated cash operating costs per gold ounce produced and consolidated all-in sustaining costs per gold ounce sold for the three and nine months ended September 30, 2025, do not include the results of pre-commercial production from the Goose Mine.
For the third quarter of 2026, consolidated gold production was 24% (61,048 ounces) lower compared to the third quarter of 2025
(including pre-commercial production in the third quarter of 2025 from Goose). For the first nine months of 2026, consolidated gold production was 6% (41,843 ounces) lower compared to the first nine months of 2025 (including pre-commercial production in the first nine months of 2025 from Goose). Lower gold production for both the third quarter and first nine months of 2026 was primarily due to pit sequencing at Fekola as a result of increased mining pre-stripping for Phase 8 of the Fekola pit, and lower production at Otjikoto due to the end of open pit mining in 2025. The production decrease was partially offset by the ramp up of Goose. The Company expects to meet its full-year production guidance at all operations.
For the third quarter of 2026, cash operating costs (refer to "Non-IFRS Measures") were 71% ($555 per gold ounce produced) higher than the third quarter of 2025. For the first nine months of 2026, consolidated cash operating costs were 49% ($385 per gold ounce produced) higher than the first nine months of 2025. Cash operating costs for the third quarter and first nine months of 2025 exclude pre-commercial production results from Goose. Cash operating costs per ounce produced for the third quarter and first nine months of 2026 were higher than the prior period due to lower production, as noted above, plus higher total production costs due to the inclusion of Goose in the current period.
Consolidated all-in sustaining costs (refer to "Non-IFRS Measures") for the third quarter of 2026 were 76% ($1,123 per gold ounce sold) higher than the third quarter of 2025. Consolidated all-in sustaining costs for the first nine months of 2026 were 50% ($759 per gold ounce sold) higher than the first nine months of 2025. All-in sustaining costs for the third quarter and first nine months of 2025 exclude pre-commercial production results from Goose. Consolidated all-in sustaining costs for the third quarter and first nine months of 2026 were higher than the prior period as a result of lower gold production, as noted above, and higher sustaining capital expenditures due to the inclusion of Goose in the current period.
Fekola Complex - Mali
Fekola is comprised of the Fekola Mine (Medinandi permit hosting the Fekola and Cardinal open pits and Fekola underground), owned 80% by B2Gold and 20% by the State of Mali, and Fekola Regional (comprised of the Menankoto permit and the Dandoko permit), which will be owned 65% by B2Gold and 35% by the State of Mali. Fekola Regional is located approximately 20 kilometers ("km") from the Fekola Mine.
| | | | | | | | | | | | | | | | | |
| | Three months ended | Nine months ended |
| | September 30, | September 30, |
| | 2026 | 2025 | 2026 | 2025 |
| | | | | |
| Gold revenue | $ in millions | 382 | 473 | 1,635 | 1,105 |
| Gold sold (ounces) | ounces in thousands | 90 | 137 | 356 | 340 |
| Average realized gold price | $/ounce sold | 4,263 | 3,440 | 4,588 | 3,245 |
| Ore mined - open pit | tonnes in millions | 0.85 | 2.17 | 4.47 | 5.73 |
| Ore grade mined - open pit | grams/tonne | 1.35 | 2.02 | 1.50 | 1.91 |
| Waste mined - open pit | tonnes in millions | 18.84 | 20.90 | 56.47 | 60.52 |
| Strip ratio - open pit | waste/ore | 22.2 | 9.6 | 12.6 | 10.6 |
| Ore mined - underground | tonnes in millions | 0.26 | 0.07 | 0.68 | 0.10 |
| Ore grade mined - underground | grams/tonne | 2.85 | 2.90 | 2.94 | 2.83 |
| Ore milled | tonnes in millions | 2.27 | 2.57 | 7.17 | 7.36 |
| Mill feed grade | grams/tonne | 1.16 | 1.94 | 1.47 | 1.70 |
| Recovery | % | 92.2 | 91.6 | 91.7 | 91.5 |
| Gold production | ounces in thousands | 78 | 147 | 312 | 367 |
| Production costs ($ in thousands) | $ in millions | 125 | 104 | 366 | 290 |
Cash operating costs(1) | $/ounce sold | 1,399 | 760 | 1,026 | 851 |
Cash operating costs(1) | $/ounce produced | 1,444 | 772 | 1,161 | 830 |
All-in sustaining costs(1) | $/ounce sold | 2,703 | 1,678 | 2,250 | 1,760 |
Sustaining capital expenditures(1) | $ in millions | 49 | 44 | 135 | 127 |
Non-sustaining capital expenditures(1) | $ in millions | — | 11 | — | 46 |
Sustaining exploration expenditures(1) | $ in millions | — | — | — | — |
Non-sustaining exploration expenditures(1) | $ in millions | — | — | — | — |
(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”.
For the third quarter of 2026, production from Fekola was 47% (68,764 ounces) lower than the third quarter of 2025. For the first nine months of 2026, production from Fekola was 15% (55,199 ounces) lower than the first nine months of 2025. Gold
production in the third quarter and first nine months of 2026 was lower predominantly due to lower mill feed grade in the current period. Fekola processed more low-grade stockpiles due to delays in accessing ore from the Menankoto permit area and pit sequencing as a result of mining pre-stripping for Phase 8 of the Fekola open pit.
Cash operating costs (refer to “Non-IFRS Measures”) for the third quarter of 2026 were 87% ($672 per ounce produced) higher than the third quarter of 2025. Cash operating costs for the first nine months of 2026 were 40% ($331 per ounce produced) higher than the first nine months of 2025. Cash operating costs per ounce produced were higher for the third quarter and first nine months of 2026 due to lower gold production, as noted above, and higher fuel costs due to higher fuel prices and increased mining costs as a result of increased underground production.
All-in sustaining costs (refer to “Non-IFRS Measures”) for the third quarter of 2026 were 61% ($1,025 per gold ounce sold) higher than the third quarter of 2025. All-in sustaining costs for the third quarter of 2026 were higher due to lower gold ounces sold, as noted above, higher sustaining capital expenditures, and higher royalties expense per ounce sold due to a higher realized gold price.
All-in sustaining costs for the first nine months of 2026 were 28% ($490 per gold ounce sold) higher than the first nine months of 2025. All-in sustaining costs for the first nine months of 2026 were higher due to higher production costs, as noted above, plus higher royalties expense per ounce sold due to a higher realized gold price.
Sustaining capital expenditures (refer to “Non-IFRS Measures”) for the Fekola Mine in the third quarter of 2026 totalled $49 million primarily consisting of $29 million for mining pre-stripping, $9 million for major rebuilds of mobile equipment, $4 million for Fekola underground development and $3 million for power plant rebuilds.
Sustaining capital expenditures for the Fekola Mine in the first nine months of 2026 totalled $135 million primarily consisting of $73 million for mining pre-stripping, $30 million for major rebuilds of mobile equipment, $12 million for Fekola underground development, $6 million for general site projects and $6 million for power plant rebuilds.
Development capital expenditures for Fekola Regional in the third quarter of 2026 totalled $16 million, primarily related to $11 million of mobile equipment purchases and $5 million of other site preparation projects.
Development capital expenditures for Fekola Regional in the first nine months of 2026 totalled $61 million, primarily related to $39 million of mobile equipment purchases and $21 million of site preparation projects.
On August 7, 2026, the State of Mali issued the Menankoto exploitation permit under the 2023 Mining Code. In October 2026, the Company began mining pre-stripping activities on the Menankoto permit area. The Company anticipates that mining pre-stripping activities and finalization of a tolling agreement will be completed in the coming months, and ore production from Fekola Regional is expected to commence in early 2027.
Fekola Guidance
Fekola Complex gold production guidance remains unchanged at between 390,000 and 420,000 ounces of gold in 2026. Cash operating costs guidance of between $1,060 and $1,160 per gold ounce produced also remains unchanged. The Company is lowering the Fekola all-in sustaining costs guidance to $2,350 to $2,500 per gold ounce sold (previously between $2,670 and $2,820 per gold ounce sold) to reflect year-to-date operating performance and expected results in the fourth quarter of 2026.
Goose Mine - Canada
Back River Gold District consists of several mineral claims blocks along an 80 km belt in Nunavut, Canada, and contains the most advanced project in the district, the 100% owned Goose Mine.
B2Gold acknowledges our partner the Kitikmeot Inuit Association (“KIA”), who has played a critical role for many years to ensure the development of a successful gold mining operation at Goose. Respect and collaboration with the KIA is central to the license to operate in the Back River Gold District and the Company will continue to prioritize developing the District 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. With its significant gold resource endowment, the Back River Gold District is expected to be a large, long-life mining complex.
| | | | | | | | | | | | | | | | | |
| | Three months ended | Nine months ended |
| | September 30, | September 30, |
| | 2026 | 2025 | 2026 | 2025 |
| | | | | |
| Gold revenue | $ in millions | 135 | 29 | 432 | 29 |
| Gold sold | ounces in thousands | 31 | 8 | 93 | 8 |
| Average realized gold price | $/ounce sold | 4,371 | 3,760 | 4,660 | 3,760 |
| Ore mined - open pit | tonnes in millions | 0.22 | 0.06 | 0.25 | 0.28 |
| Ore grade mined - open pit | grams/tonne | 6.74 | 6.36 | 6.42 | 6.50 |
| Waste mined - open pit | tonnes in millions | 2.70 | 2.18 | 8.53 | 6.28 |
| Strip ratio - open pit | waste/ore | 12.3 | 36.3 | 34.1 | 22.4 |
| Ore mined - underground | tonnes in millions | 0.06 | 0.01 | 0.13 | 0.03 |
| Ore grade mined - underground | grams/tonne | 6.87 | 9.12 | 8.44 | 5.59 |
| Ore milled | tonnes in millions | 0.18 | 0.14 | 0.43 | 0.15 |
| Mill feed grade | grams/tonne | 7.32 | 3.68 | 7.33 | 3.62 |
| Recovery | % | 93.2 | 86.4 | 93.5 | 85.8 |
| Gold production | ounces in thousands | 40 | 14 | 96 | 15 |
| Production costs | $ in millions | 69 | 9 | 172 | 9 |
Cash operating costs(1) | $/ounce sold | 2,244 | — | 1,851 | — |
Cash operating costs(1) | $/ounce produced | 1,870 | — | 1,916 | — |
All-in sustaining costs(1) | $/ounce sold | 4,816 | — | 4,148 | — |
Sustaining capital expenditures(1) | $ in millions | 69 | — | 183 | — |
Non- sustaining capital expenditures(1) | $ in millions | 4 | 157 | 28 | 395 |
Sustaining exploration expenditures(1) | $ in millions | 7 | — | 17 | — |
Non-sustaining exploration expenditures(1) | $ in millions | — | 6 | — | 16 |
(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”.
For the third quarter of 2026, production from Goose was 39,973 ounces of gold. For the first nine months of 2026, production from Goose was 95,739 ounces of gold. Gold production for the third quarter and first nine months of 2026 was impacted by lower mill throughput, as a result of the previously announced fire in the crushing circuit, which was partially offset by higher mill feed grade. During the third quarter of 2026, the Company used the newly commissioned mobile crusher to provide crushed ore feed to the plant while repairs to the crushing circuit were ongoing. The third quarter of 2025 included 13,862 ounces of pre-commercial production from Goose.
Cash operating costs (refer to “Non-IFRS Measures”) for the third quarter of 2026 were $1,870 per gold ounce produced. Cash operating costs for the first nine months of 2026 were $1,916 per gold ounce produced.
All-in sustaining costs (refer to “Non-IFRS Measures”) for the third quarter of 2026 were $4,816 per gold ounce sold. All-in sustaining costs for the first nine months of 2026 were $4,148 per gold ounce sold. All-in sustaining costs for the third quarter and first nine months of 2026 were impacted by lower gold ounces sold and higher sustaining capital expenditures. Gold ounces sold were lower as a result of a build-up in inventory. Sustaining capital expenditures were higher as a result of a catch-up on costs not incurred earlier in the year, costs to commission the mobile crusher, and costs to repair the fire damage to the crushing circuit.
Sustaining capital expenditures (refer to “Non-IFRS Measures”) in the third quarter of 2026 totalled $69 million primarily
consisting of $17 million for repairs to the crushing circuit, $14 million for site infrastructure and civil projects, $13 million for underground development, $12 million for the purchase and commissioning of the mobile crusher, $7 million for mobile equipment purchases and rebuilds, and $2 million for mining pre-stripping. Non-sustaining capital expenditures (refer to “Non-IFRS Measures”) totalled $4 million for Phase 1 and 2 crusher circuit upgrades.
Sustaining capital expenditures in the first nine months of 2026 totalled $183 million primarily consisting of $51 million for site infrastructure and civil projects, $37 million for mining pre-stripping, $36 million for underground development, $20 million for mobile equipment purchases and rebuilds, $17 million for repairs to the crushing circuit, and $13 million for the purchase and commissioning of the mobile crusher. Non-sustaining capital expenditures totalled $28 million primarily consisting of $23 million for rollover site construction activities from 2025 and $5 million for Phase 1 and 2 crushing circuit upgrades.
During third quarter of 2026, the Company purchased and commissioned a new mobile crushing plant to supplement existing crushing capacity while repairs to the fixed crushing circuit were completed. Phase 1 upgrades to the fixed crushing circuit, which included the addition of a run-of-mine mass-flow bin and apron feeder, a new larger jaw crusher and a rock breaker, were commissioned in mid-October at the same time as the fire damage repairs to the fixed crushing circuit were completed. The Goose fixed crushing circuit was operating at an average of 3,200 tpd at the end of October 2026, following the commissioning of the Phase 1 upgrades in mid-October.
Phase 2 upgrades to the fixed crushing circuit are scheduled for the first half of 2027, at which time the fixed crushing circuit is expected to be down for up to 10 weeks while upgrades are completed. The Company expects to build sufficient crushed ore stockpiles prior to the Phase 2 shutdown and utilize the new mobile crushing plant during the upgrade, to ensure that mill operations are not impacted during the shutdown period. Once complete, the Phase 2 upgrades are expected to increase average fixed crushing capacity to design throughput of 4,000 tpd.
Goose Guidance
Goose gold production guidance remains unchanged at between 170,000 and 200,000 ounces of gold in 2026. Cash operating costs guidance of between $1,610 and $1,810 per gold ounce produced and all-in sustaining costs guidance of between $2,670 and $2,970 per gold ounce sold also remain unchanged. The Company expects to be near the high end of the all-in sustaining costs guidance range for Goose in 2026, predominantly as a result of the fire in the second quarter of 2026, as noted above.
Masbate Mine – Philippines
The Masbate Mine is located in the Republic of the Philippines on the north end of the island of Masbate, within the municipality of Aroroy.
| | | | | | | | | | | | | | | | | |
| | Three months ended | Nine months ended |
| | September 30, | September 30, |
| | 2026 | 2025 | 2026 | 2025 |
| | | | | |
| Gold revenue | $ in millions | 227 | 226 | 701 | 488 |
| Gold sold | ounces in thousands | 53 | 64 | 156 | 148 |
| Average realized gold price | $/ounce sold | 4,295 | 3,533 | 4,507 | 3,291 |
| Ore mined - open pit | tonnes in millions | 2.27 | 1.83 | 7.14 | 6.00 |
| Ore grade mined - open pit | grams/tonne | 1.06 | 0.83 | 0.98 | 0.85 |
| Waste mined - open pit | tonnes in millions | 6.56 | 6.54 | 18.77 | 20.34 |
| Strip ratio - open pit | waste/ore | 2.9 | 3.6 | 2.6 | 3.4 |
| Ore milled | tonnes in millions | 2.36 | 2.17 | 6.84 | 6.64 |
| Mill feed grade | grams/tonne | 0.97 | 0.88 | 0.95 | 0.88 |
| Recovery | % | 72.5 | 80.0 | 75.5 | 77.9 |
| Gold production | ounces in thousands | 53 | 50 | 157 | 147 |
| Production costs | $ in millions | 40 | 50 | 114 | 122 |
Cash operating costs(1) | $/ounce sold | 750 | 775 | 732 | 823 |
Cash operating costs(1) | $/ounce produced | 761 | 805 | 740 | 812 |
All-in sustaining costs(1) | $/ounce sold | 1,182 | 1,108 | 1,223 | 1,242 |
Sustaining capital expenditures(1) | $ in millions | 11 | 10 | 41 | 31 |
Non- sustaining capital expenditures(1) | $ in millions | 1 | — | 2 | 4 |
Sustaining exploration expenditures(1) | $ in millions | 2 | — | 2 | — |
Non-sustaining exploration expenditures(1) | $ in millions | — | 1 | 1 | 1 |
(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”.
Masbate continued its strong performance in the third quarter of 2026 with gold production that was 8% (3,844 ounces) higher than the third quarter of 2025. For the first nine months of 2026, production from Masbate was 7% (10,684 ounces) higher than the first nine months of 2025. Gold production in the third quarter and first nine months of 2026 was higher as mill throughput and feed grade were both higher than the prior period. The increase in mill feed grade and the decrease in recovery was due to a planned higher proportion of mill feed primarily from higher-grade, lower recovery areas of the Main Vein pit compared to the prior period.
Cash operating costs (refer to “Non-IFRS Measures”) for the third quarter of 2026 were 5% ($44 per ounce produced) lower than the third quarter of 2025. Cash operating costs for the first nine months of 2026 were 9% ($72 per ounce produced) lower than the first nine months of 2025. Cash operating costs per ounce produced for the third quarter and first nine months of 2026 were lower due to higher gold production in the current period, as noted above, as well as lower operating costs due primarily to lower than expected processing costs.
All-in sustaining costs (refer to “Non-IFRS Measures”) for the third quarter of 2026 were 7% ($74 per gold ounce sold) higher than the third quarter of 2025. All-in sustaining costs for the third quarter of 2026 were higher as lower cash operating costs per ounce sold were more than offset by higher royalty costs, as a result of a higher realized gold price, and higher sustaining capital expenditures.
All-in sustaining costs for the first nine months of 2026 were 2% ($19 per gold ounce sold) lower compared to the first nine months of 2025. All-in sustaining costs for the first nine months of 2026 were lower primarily as a result of lower cash operating costs per ounce sold, partially offset by higher royalty costs, as a result of a higher realized gold price, and higher sustaining capital expenditures.
Sustaining capital expenditures (refer to “Non-IFRS Measures”) in the third quarter of 2026 totalled $11 million primarily consisting of $4 million for the mining pre-stripping, $4 million in mobile equipment purchases and major rebuilds, $1 million for mine development and $1 million for tailings storage facility construction projects. Non-sustaining capital expenditures (refer to “Non-IFRS Measures”) totalled $1 million for land acquisition costs.
Sustaining capital expenditures in the first nine months of 2026 totalled $41 million, primarily consisting of $16 million in mobile equipment purchases and major rebuilds, $7 million for mining pre-stripping, $5 million for the solar plant, $6 million for tailings storage facility construction projects, $2 million for major overhauls in the mill and $4 million for mine development. Non-sustaining capital expenditures totalled $2 million for land acquisition costs.
Masbate Guidance
Masbate gold production guidance remains unchanged at between 180,000 and 200,000 ounces of gold in 2026. The Company is lowering the Masbate cash operating costs guidance to $800 to $900 per gold ounce produced (previously $900 to $1,000 per gold ounce produced), and lowering the all-in sustaining costs guidance to $1,250 to $1,400 per gold ounce sold (previously between $1,430 and $1,580 per gold ounce sold) to reflect year-to-date operating performance and expected results in the fourth quarter of 2026.
Otjikoto Mine - Namibia
Otjikoto in Namibia is owned 90% by B2Gold and 10% by EVI, a Namibian empowerment company.
| | | | | | | | | | | | | | | | | |
| | Three months ended | Nine months ended |
| | September 30, | September 30, |
| | 2026 | 2025 | 2026 | 2025 |
| | | | | |
| Gold revenue | $ in millions | 92 | 143 | 344 | 473 |
| Gold sold | ounces in thousands | 22 | 41 | 76 | 148 |
| Average realized gold price | $/ounce sold | 4,267 | 3,503 | 4,516 | 3,201 |
| Ore mined - open pit | tonnes in millions | — | 1.18 | — | 4.40 |
| Ore grade mined - open pit | grams/tonne | — | 1.06 | — | 1.01 |
| Waste mined - open pit | tonnes in millions | — | 0.28 | — | 1.88 |
| Strip ratio - open pit | waste/ore | — | 0.2 | — | 0.4 |
| Ore mined - underground | tonnes in millions | 0.15 | 0.15 | 0.44 | 0.44 |
| Ore grade mined - underground | grams/tonne | 1.84 | 3.28 | 2.57 | 3.39 |
| Ore milled | tonnes in millions | 0.87 | 0.87 | 2.47 | 2.60 |
| Mill feed grade | grams/tonne | 0.80 | 1.59 | 0.90 | 1.80 |
| Recovery | % | 97.6 | 98.6 | 97.8 | 98.7 |
| Gold production | ounces in thousands | 22 | 44 | 70 | 148 |
| Production costs | $ in millions | 28 | 32 | 81 | 97 |
Cash operating costs(1) | $/ounce sold | 1,312 | 782 | 1,070 | 654 |
Cash operating costs(1) | $/ounce produced | 1,370 | 781 | 1,143 | 638 |
All-in sustaining costs(1) | $/ounce sold | 1,875 | 1,089 | 1,526 | 930 |
Sustaining capital expenditures(1) | $ in millions | 5 | 3 | 11 | 12 |
Non- sustaining capital expenditures(1) | $ in millions | 6 | 1 | 15 | 1 |
Sustaining exploration expenditures(1) | $ in millions | — | — | 1 | 1 |
Non-sustaining exploration expenditures(1) | $ in millions | 2 | 2 | 4 | 5 |
(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”.
Gold production at Otjikoto in the third quarter of 2026 was 50% (22,239 ounces) lower than the third quarter of 2025. Production for the first nine months of 2026 was 53% (78,513 ounces) lower than the first nine months of 2025. Lower production in the third quarter and first nine months of 2026 was due to the end of open pit operations at Otjikoto in 2025 resulting in a lower overall feed grade as underground ore was supplemented with low-grade stockpiles in accordance with the 2026 mine plan.
Cash operating costs (refer to “Non-IFRS Measures”) for the third quarter of 2026 were $589 (75% per gold ounce produced) higher than the third quarter of 2025. Cash operating costs for the first nine months of 2026 were $505 (79% per gold ounce produced) higher than the first nine months of 2025. Cash operating costs per ounce produced for the third quarter and first nine months of 2026 were higher primarily as a result of lower gold production as outlined above.
All-in sustaining costs (refer to “Non-IFRS Measures”) for the third quarter of 2026 were 72% ($786 per gold ounce sold) higher than the third quarter of 2025. All-in sustaining costs for the first nine months of 2026 were 64% ($596 per gold ounce sold) higher than the first nine months of 2025. Higher all-in sustaining costs for the third quarter and first nine months of 2026 were primarily due to higher cash operating costs as outlined above and higher royalties expense as a result of a higher average realized gold price. The third quarter of 2026 all-in sustaining costs were also impacted by higher sustaining capital expenditures.
Sustaining capital expenditures for the third quarter of 2026 totalled $5 million, consisting mainly of $3 million for the tailings storage facility ("TSF") expansion and $2 million for Wolfshag underground development. Non-sustaining capital expenditures totalled $6 million for Antelope development.
Sustaining capital expenditures for the first nine months of 2026 totalled $11 million, consisting mainly of $7 million for Wolfshag underground development and $3 million for the TSF expansion. Non-sustaining capital expenditures totalled $15 million for Antelope development.
Activities at the Antelope underground project in 2026 included portal development, installation of electrical infrastructure and decline work. Antelope decline work, which began in February 2026, advanced 505 metres in the third quarter of 2026, with total year-to-date development of 1,134 metres.
Otjikoto Guidance
Otjikoto gold production guidance remains unchanged at between 80,000 and 100,000 ounces of gold in 2026. Cash operating costs guidance of between $1,200 and $1,300 per gold ounce produced also remains unchanged. The Company is lowering the Otjikoto all-in sustaining costs guidance to $1,630 to $1,780 per gold ounce sold (previously between $1,830 and $1,980 per gold ounce sold) to reflect year-to-date operating performance and expected results in the fourth quarter of 2026.
Gramalote Project - Colombia
Gramalote is located in central Colombia, approximately 230 km northwest of Bogota and 100 km northeast of Medellin, in the Province of Antioquia, which has expressed a positive attitude towards the development of responsible mining projects in the region. Following consolidation of ownership in 2023, B2Gold completed a detailed review of Gramalote, including the higher-grade core of the resource, facility size and location, power supply, mining and processing options, TSF design, resettlement, potential construction sequencing and camp design to identify potential cost savings to develop a medium-scale project.
Due to the desired modifications to the processing plant and infrastructure locations from those previously approved, a Modified Work Plan and Modified Environment Impact Assessment ("EIA") are required. The Modified Work Plan was submitted in December 2025 and the Modified EIA was submitted in March 2026, with completion of the modification process expected to take approximately twelve months. In conjunction with these permit modifications, resettlement construction is underway and the Company expects to complete a significant portion of its resettlement objectives by the end of 2026, in accordance with its existing resettlement plan.
Gramalote has a budget of $61 million for 2026 to continue to de-risk the project, including $35 million 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. To September 30, 2026, $27 million has been incurred primarily related to the Modified Work Plan, submission of the Modified EIA, construction of resettlement roads, homes and community areas including a school and athletic facility, as well as ongoing site activities. Engineering and resettlement work are expected to continue into the first half of 2027. Based on the current forecast, the Company expects to be below budget for Gramalote expenditure in 2026.
REVIEW OF EXPLORATION ACTIVITIES
| | | | | | | | | | | | | | |
| Three months ended | Nine months ended |
| September 30, | September 30, |
| 2026 | 2025 | 2026 | 2025 |
| ($'000’s) | ($'000’s) | ($'000’s) | ($'000’s) |
| | | | |
| Canada exploration | 15,274 | | 12,217 | | 33,006 | | 25,545 | |
| Mali exploration | 869 | | 1,492 | | 2,475 | | 4,539 | |
| Philippine exploration | 2,110 | | 973 | | 4,414 | | 2,474 | |
| Namibia exploration | 2,015 | | 2,234 | | 4,613 | | 6,447 | |
| Kazakhstan exploration | 393 | | 133 | | 729 | | 133 | |
| Generative exploration | 673 | | 774 | | 2,287 | | 2,549 | |
| Other | 260 | | 581 | | 2,135 | | 1,464 | |
| | | | |
| 21,594 | | 18,404 | | 49,659 | | 43,151 | |
Canada Exploration
A total of $50 million was budgeted for exploration at the Back River Gold District in 2026, of which $28 million for 19,900 metres ("m") of drilling was planned for Goose, and a significantly increased budget of $22 million for 15,200 m of drilling was planned for Back River Gold District regional exploration.
At September 30, 2026, the Back River Gold District exploration program was over 95% complete, with a total of 30,445 m of drilling completed to date. On September 28, 2026, the Company announced positive exploration drilling results from the 2026 Back River Gold District exploration program. At Llama, 7,255 m of drilling was completed to infill Inferred Mineral Resources down plunge from the Llama open pit development, with results confirming the current models of high grade mineralization. At Goose Main, the Nuvuyak zone was the focus of over 6,900 m of combined infill and exploration drilling to extend known resources. Exploration success was highlighted by the discovery along a new limb of the Goose Main fold, approximately 150 m down-plunge from Nuvuyak, called “Tattuk”.
In addition, 13,200 m of Back River Regional drilling was completed by September 30, 2026. Over 6,500 metres of infill drilling was focused on Locale 1, one of several deposits comprising the Inferred Resource base at the George Project. Results confirm the narrow, high-grade nature of Locale 1 mineralization. An additional 2,100 m of combined drilling were completed at regional targets Boot and Needle.
Mali Exploration
A total of $5 million was budgeted for exploration in Mali in 2026 with an ongoing focus on discovery of additional high-grade, sulfide mineralization across Fekola to supplement feed to the Fekola mill. A total of 8,200 m of diamond and reverse circulation drilling was budgeted for Mali in 2026.
Surface drilling on the Menankoto permit area in 2026 was delayed pending receipt of the Menankoto exploitation permit. Surface drilling on the Menankoto permit area is currently underway and will continue to the end of 2026. To date, approximately 1,000 m of reverse circulation drilling has been completed in preparation for the commencement of mining activities at the Mamba open pit.
Philippine Exploration
The total budget for the Philippines in 2026 was $10 million, of which the increased Masbate exploration budget was $6 million, including approximately 13,700 m of drilling, and $3 million was allocated to targeting new regional projects in highly prospective areas in the Philippines, leveraging the Company's presence and operational experience in the country.
A major focus for the 2026 exploration program has been infill drilling of inferred resources at the Blue Quartz pit. At September 30, 2026, approximately 5,800 m of drilling was completed with results confirming the continuity of known resources to depth and highlighting opportunities to extend the Blue Quartz resources along structurally controlled plunge lines. Blue Quartz drilling remains ongoing. Over 3,000 m of drilling were completed on the nearby Bart-Ag target and a five-hole, 1,300 m program at Holy Cross is scheduled to begin before year end.
Namibia Exploration
A total of $6 million was budgeted for exploration at Otjikoto in 2026. The focus of the 15,000 m exploration program was to expand and refine the Antelope deposit, located approximately 3 km south of Phase 5 of the Otjikoto open pit. Over the course of the year, optimization of the drilling program has resulted in savings that increased the efficiency of the planned program which is currently on track to exceed 15,000 m by end of year. At September 30, 2026, approximately 14,500 m had been completed, primarily focused on the Oryx, Oryx North and Kudu targets, which comprise the northeastern extensions of Antelope mineralization towards the Otjikoto Pit.
Guidance for Greenfield Exploration
The Company allocated approximately $7 million to other grassroots exploration projects in 2026, including $3 million (7,200 m) in Kazakhstan. The Company allocated approximately $3 million for the generation and evaluation of new greenfield targets. At September 30, 2026, the initial surface exploration on the Company's Kazakhstan project had been completed, and several new licenses had been acquired through staking. A ground geophysical program is currently underway with completion scheduled for the fourth quarter of 2026.
REVIEW OF FINANCIAL RESULTS
Gold revenue
Consolidated gold revenue for the third quarter of 2026 was $0.84 billion on sales of 195,018 ounces at an average price of $4,289 per ounce compared to $0.78 billion on sales of 249,925 ounces at an average price of $3,133 per ounce in the third quarter of 2025. The increase in gold revenue of 7% ($0.05 billion) was attributable to a 37% increase in average realized gold price offset by a 22% decrease in gold ounces sold.
Consolidated gold revenue for the first nine months of 2026 was $2.78 billion on sales of 680,901 ounces at an average price of $4,089 per ounce compared to $2.01 billion on sales of 644,307 ounces at an average price of $3,115 per ounce in the first nine months of 2025. The increase in gold revenue of 39% ($0.78 billion) was attributable to a 31% increase in average realized gold price and a 6% increase in gold ounces sold. Consolidated gold revenue for the first nine months of 2026 included $0.29 billion ($2,200 per ounce sold) related to the delivery of 132,384 ounces under the Company’s prepaid gold sales contracts ("Prepaid Gold Sales") (first nine months of 2025 included revenue of $0.14 billion at an average of $2,177 per ounce sold related to 66,192 ounces). Revenues received under the Prepaid Gold Sales were initially deferred and have been recognized upon delivery of the underlying contract gold ounces. The Company has now delivered all ounces into the Prepaid Gold Sales.
Production and operating costs
Consolidated production costs for the third quarter of 2026 were $263 million on 195,018 ounces sold at an average cost of $1,347 per ounce sold compared to $195 million on 249,925 ounces sold at an average cost of $768 per ounce sold in the third quarter of 2025. The increase in production costs of 35% ($68 million) was attributable to a 75% increase in average cost per ounce sold offset by a 22% decrease in gold ounces sold. Higher production costs were primarily driven by lower production and higher costs per ounce at Goose, Fekola and Otjikoto.
Consolidated production costs for the first nine months of 2026 were $733 million on 680,901 ounces sold at an average cost of $1,076 per ounce sold compared to $518 million on 644,307 ounces sold at an average cost of $799 per ounce sold in the first nine months of 2025. The increase in production costs of 42% ($215 million) was attributable to a 35% increase in average cost per ounce sold and a 6% increase in gold ounces sold. Higher production costs per ounce sold were primarily driven by lower production and higher costs per ounce at Goose, Fekola and Otjikoto.
Depreciation and depletion
Depreciation and depletion expense included in total cost of sales was $119 million in the third quarter of 2026, 14% higher than the third quarter of 2025 primarily due to an approximately 46% increase in the depreciation rate per gold ounce sold partially offset by a 22% decrease in gold ounces sold. Depreciation per gold ounce sold was higher due to the impact of depreciation of Goose which achieved commercial production at the beginning of the fourth quarter of 2025.
Depreciation and depletion expense included in total cost of sales was $401 million in the first nine months of 2026, 35% higher than the first nine months of 2025 due to 6% higher gold ounces sold in the first nine months of 2026, and an approximately 28% increase in the depreciation rate per gold ounce sold. Depreciation per gold ounce sold was higher due to the impact of depreciation of Goose which achieved commercial production at the beginning of the fourth quarter of 2025.
Royalties and production taxes
Royalties and production taxes included in total cost of sales were $83 million for the third quarter of 2026, 11% higher than the third quarter of 2025. The increase in royalties and production taxes for the third quarter of 2026 was primarily due to a 37% higher average realized gold price partially offset by lower gold ounces sold, particularly at Fekola which has a comparatively higher royalty rate.
Royalties and production taxes included in total cost of sales were $344 million for the first nine months of 2026, 61% higher than the first nine months of 2025. The increase in royalties and production taxes for the first nine months of 2026 was primarily due to a 31% higher average realized gold price and higher gold ounces sold in the period.
General and administrative
General and administrative (“G&A”) costs relate primarily to the Company’s head office in Vancouver, the Bamako office in Mali, the Makati office in the Philippines and the Windhoek office in Namibia. G&A costs for the third quarter of 2026 were $14 million, 9% lower than the third quarter of 2025 primarily due to lower corporate office costs in the period.
G&A costs for the first nine months of 2026 were $49 million, 15% higher than the first nine months of 2025 due to higher salary costs and higher bank charges in Mali on cash repatriation.
Share-based payments
Share-based payment expense for the third quarter of 2026 was $8 million, an increase of $2 million over the third quarter of 2025. Share-based payment expense for the first nine months of 2026 was $23 million, an increase of $2 million over the first nine months of 2025.
Foreign exchange
The Company reported $4 million in foreign exchange losses for the third quarter of 2026 compared to foreign exchange losses of $15 million in the third quarter of 2025 reflecting the impact of exchange rate movements on higher losses on cash repatriation from Mali in the third quarter of 2025.
The Company reported $23 million in foreign exchange losses for the first nine months of 2026 compared to foreign exchange gains of $5 million in the first nine months of 2025 reflecting the impact of exchange rate movements on VAT receivable and taxes payable balances in Mali, and higher losses on cash repatriation from Mali in the first nine months of 2026.
Interest and financing
The Company reported $14 million in interest and financing expense during the third quarter of 2026 which was $9 million higher than the third quarter of 2025 primarily due to less interest capitalized to the construction of qualifying assets in the third quarter of 2026. The Company reported interest income of $2 million in the third quarter of 2026 which was $1 million higher than the third quarter of 2025.
The Company reported $48 million in interest and financing expense during the first nine months of 2026, approximately $33 million higher than the first nine months of 2025 primarily due to less interest capitalized to the construction of qualifying assets in the first nine months of 2026. The Company reported interest income of $9 million in the first nine months of 2026 which was approximately in line with the first nine months of 2025.
Derivative instruments
The Company recorded losses on derivative instruments of $1 million for the third quarter of 2026 compared to losses of $106 million in the third quarter of 2025. The Company recorded gains on derivative instruments of $19 million for the first nine months of 2026 compared to losses of $170 million in the first nine months of 2025. The changes in derivative gains and losses in both the third quarter and first nine months of 2026 were primarily due to lower losses on the Company's gold collars.
Gold stream obligations
The Company reported a gain on change in fair value of the gold stream obligation of $1 million for the third quarter of 2026 compared to a loss of $28 million for the third quarter of 2025 as changes in the long-term gold price were offset by the impact of changes in the risk-free rate in the current period.
The Company reported a gain on change in fair value of the gold stream obligation of $18 million for the first nine months of 2026 compared to a loss of $80 million for the first nine months of 2025 resulting from the impact of changes in the risk-free rate in the current period and increases in long-term gold price assumption in the prior period.
Income taxes
For the third quarter of 2026, the Company recorded a net current income and other tax expense of $98 million, compared to $144 million in the third quarter of 2025, consisting of current income tax of $70 million (third quarter of 2025 - $113 million), the 20% priority dividend to the State of Mali of $18 million (third quarter of 2025 - $28 million), windfall profit tax of $9 million (third quarter of 2025 - $nil) and withholding tax (on intercompany dividends and management fees) of $1 million (third quarter of 2025 - $3 million). The priority dividend is accounted for as an income tax in accordance with IAS 12, Income Taxes. Compared to the third quarter of 2025, current tax expense in the third quarter of 2026 (including the priority dividend and withholding taxes) was $46 million lower mainly as a result of lower taxable net income in the third quarter of 2026. For the third quarter of 2026, the Company recorded a deferred income tax expense of $72 million compared to an expense of $31 million in the third quarter of 2025. The higher deferred income tax expense in the third quarter of 2026 was due to higher temporary differences between accounting and taxable income due to the Fekola Complex impairment reversal in the third quarter of 2026.
For the first nine months of 2026, the Company recorded a net current income and other tax expense of $492 million, compared to $390 million in the first nine months of 2025, consisting of current income tax of $320 million (first nine months of 2025 - $285 million), the 20% priority dividend to the State of Mali of $99 million (first nine months of 2025 - $64 million), windfall profit tax of $25 million (first nine months of 2025 - $nil) and withholding tax (on intercompany dividends and management fees) of $48 million (first nine months of 2025 - $41 million). The priority dividend is accounted for as an income tax in accordance with IAS 12, Income Taxes. Compared to the first nine months of 2025, current income tax expense in the first nine months of 2026 (including the priority dividend and withholding taxes) was $102 million higher than the first nine months of 2026 due to higher taxable net income at the Company's mining operations which also resulted in higher intercompany dividends. For the first nine months of 2026, the Company recorded a deferred income tax expense of $182 million compared to a deferred income tax recovery of $20 million in the first nine months of 2025. The higher deferred income tax expense in the first nine months of 2026 was due to higher impacts of foreign exchange on the tax base, higher temporary differences between accounting and taxable income as outlined above and higher future withholding tax estimates.
Cash income tax and withholding tax payments in the third quarter of 2026 totalled $103 million (third quarter of 2025 - $33 million). Cash income tax and withholding tax payments in the third quarter of 2026 were 212% higher due to the payment of higher final 2025 tax obligations (due to higher 2025 taxable net income) in the third quarter of 2026.
Cash income tax and withholding tax payments in the first nine months of 2026 totalled $399 million (first nine months of 2025 - $203 million). Cash income tax and withholding tax payments in the first nine months of 2026 were 97% higher due to the payment of higher final 2025 tax obligations (due to higher 2025 taxable net income) for Masbate and Fekola, including the 20% priority dividend to the State of Mali, and higher cash withholding tax payments (on intercompany dividends and management fees) in the first nine months of 2026.
Assuming an average gold price of $4,000 per ounce for the fourth quarter of 2026, total cash payments for current income tax, withholding and other taxes for 2026 are expected to be approximately $630 million, including estimated withholding taxes of $154 million on repatriation of funds through dividends from operating sites.
Net income
For the third quarter of 2026, the Company generated net income of $414 million compared to $23 million in the third quarter of 2025, including net income attributable to the shareholders of the Company of $409 million ($0.31 per share) in the third quarter of 2026 compared to $19 million ($0.01 per share) in the third quarter of 2025. Adjusted net income attributable to shareholders of the Company (refer to "Non-IFRS Measures") for the third quarter of 2026 was $183 million ($0.14 per share) compared to adjusted net income attributable to shareholders of $180 million ($0.14 per share) in the third quarter of 2025. Adjusted net income attributable to shareholders in the third quarter of 2026 excluded a non-cash impairment reversal of $253 million, unrealized gains on derivative instruments of $40 million, and recoveries on insurance claims of $14 million. Included in adjusted net income attributable to shareholders for the third quarter of 2026 is $47 million of realized losses on the Company's gold collars as described in the “Derivative financial instruments” section. Final settlement of the gold collar contracts will be completed in January 2027.
For the first nine months of 2026, the Company generated net income of $1,039 million compared to $246 million in the first nine months of 2025, including net income attributable to the shareholders of the Company of $1,026 million ($0.77 per share) in the first nine months of 2026 compared to $231 million ($0.18 per share) in the first nine months of 2025. Adjusted net income attributable to shareholders of the Company (refer to "Non-IFRS Measures") for the first nine months of 2026 was $471 million ($0.35 per share) compared to adjusted net income attributable to shareholders of $465 million ($0.35 per share) in the first nine months of 2025. Adjusted net income attributable to shareholders in the first nine months of 2026 excluded a gain on sale of mining interests of $292 million, a non-cash impairment reversal of $253 million, unrealized gains on derivative instruments of $192 million, a write-off of plant and equipment of $53 million, a gain on dilution of an investment in associate of $28 million, a gain on change in fair value of the gold stream obligation of $18 million, other cost of sales of $22 million, and recoveries on insurance claims of $27 million. Included in adjusted net income attributable to shareholders for the first nine months of 2026 is $188 million of realized losses on the Company's gold collars as described in the “Derivative financial instruments” section.
Other
The results from the first nine months of 2026 included a gain of $292 million on the sale of the Company's 70% interest in several claims in Northern Finland (the "Finland Properties") to Agnico Eagle Mines Limited. Cash proceeds from the sale of the Finland Properties were $325 million.
During the third quarter and first nine months of 2026, the Company recorded a non-cash reversal of the previous impairment charge on the Fekola Complex of $253 million (refer to "Critical Accounting Estimates and Judgements" section below).
During the third quarter and first nine months of 2026, the Company has recorded an expense of $6 million and $22 million, respectively, as Other cost of sales, related to the suspension of crushing operations at Goose, and a write-off of plant and equipment of $3 million and $53 million, respectively, related to the netbook value of components of the crushing circuit at Goose that were damaged by the fire in the crushing circuit.
For the third quarter of 2026, other operating income totalled $14 million, primarily related to the recoveries on insurance claims at Goose and Masbate.
For the first nine months of 2026, other operating expenses totalled $13 million, primarily related to recoveries on insurance claims at Fekola, Goose and Masbate partially offset by non-capital exploration expenses.
LIQUIDITY AND CAPITAL RESOURCES
B2Gold continues to maintain a strong financial position and liquidity. At September 30, 2026, the Company had cash and cash equivalents of $294 million (December 31, 2025 - $380 million) and working capital (defined as current assets less assets classified as held for sale and current liabilities) of $497 million (December 31, 2025 - $68 million). During the third quarter of 2026, the Company drew down $95 million on the $800 million revolving credit facility ("RCF"), leaving $705 million remaining available for future draw downs.
The Company has an RCF with a syndicate of international banks for an aggregate amount of $800 million, plus a $200 million accordion feature. Draw-downs on the RCF can be in either United States or Canadian dollars. The RCF bears interest on a sliding scale based on the Secured Overnight Financing Rate (“SOFR”) or the Canadian Overnight Repo Rate Average ("CORRA"), plus term credit spread adjustment, in addition to a sliding scale premium between 1.88% and 2.50% based on the Company's net leverage ratio. Commitment fees for the undrawn portion of the RCF are also on a sliding scale basis, between 0.42% and 0.563%, based on the Company's net leverage ratio. The term of the RCF is four years, maturing on December 17, 2028. The Company has provided security on the RCF in the form of a general security interest over the Company’s assets and pledges, creating a charge over the shares of certain of the Company’s direct and indirect subsidiaries. In connection with the
RCF, the Company must maintain certain ratios for leverage and interest coverage. At September 30, 2026, the Company was in compliance with these debt covenants.
On January 28, 2025, the Company issued convertible senior unsecured notes (the "Notes") with an aggregate principal amount of $460 million. The Notes bear interest at a rate of 2.75% per annum, payable semi-annually on February 1st and August 1st of each year commencing from August 1, 2025. The Notes mature on February 1, 2030. The initial conversion rate for the Notes is 315.2088 Shares per $1,000 principal amount of Notes, equivalent to an initial conversion price of approximately $3.17 per Share. The initial conversion rate represented a premium of approximately 35% relative to the closing sale price of the Shares on January 23, 2025, and is subject to adjustment in certain events, including redemption of the Notes by the Company. B2Gold has the right to redeem the Notes in certain circumstances and holders have the right to require B2Gold to repurchase their Notes upon the occurrence of certain events. The Notes are our senior unsecured obligations and rank equally with all of our existing and future senior unsecured indebtedness. The Notes are effectively subordinated to all of the Company's existing and future secured indebtedness to the extent of the value of the collateral securing such indebtedness. The Notes are structurally subordinated to all existing and future liabilities, including trade payables, of the Company's subsidiaries.
The Company has a gold stream arrangement with Wheaton Precious Metals Corp. with a deposit amount of $84 million. The delivery obligation is as follows:
•2.7805% of gold production up to delivery of 87,100 oz;
•1.4405% of gold production up to an aggregate of 134,000 oz; and
•1.005% of gold production thereafter.
The Company has guaranteed any remaining portion of the gold stream deposit amount not satisfied by delivery of ounces.
For the third quarter of 2026, capital expenditures totalled $191 million. The most significant capital expenditures were Fekola Mine expenditures of $49 million, Goose expenditures of $73 million, Masbate expenditures of $12 million, Otjikoto expenditures of $10 million, Gramalote expenditures of $10 million, and Fekola Regional expenditures of $16 million. Other exploration costs for the third quarter of 2026 totalled $20 million. For the first nine months of 2026, capital expenditures totalled $547 million. The most significant capital expenditures were Fekola Mine expenditures of $135 million, Goose expenditures of $211 million, Masbate expenditures of $43 million, Otjikoto expenditures of $25 million, Gramalote expenditures of $27 million, and Fekola Regional expenditures of $61 million. Other exploration costs for the first nine months of 2026 totalled $44 million.
As at September 30, 2026, the Company had the following commitments (in addition to those disclosed elsewhere in the MD&A):
•For payments at the Fekola Mine of $5 million for mobile equipment purchases and major rebuilds, and $1 million for other capital expenditures, of which $5 million is expected to be incurred in 2026 and $1 million is expected to be incurred in 2027.
•For payments at the Goose Mine of $19 million for mobile equipment purchases, $3 million for crushing circuit upgrades, $3 million for underground mining infrastructure and $2 million for other capital projects, of which $8 million is expected to be incurred in 2026 and $19 million is expected to be incurred in 2027.
•For payments at Fekola Regional of $3 million related to site infrastructure, all of which expected to be incurred in 2026.
•For payments at the Masbate Mine of $3 million related to mobile equipment purchases, all of which is expected to be incurred in 2026.
•For payments of $31 million at the Otjikoto Mine for the development of the Antelope project, of which $4 million is expected to be incurred in 2026, $20 million is expected to be incurred in 2027 and $7 million is expected to incurred in 2028.
•For payments of $15 million at the Gramalote Project for resettlement programs of which $11 million is expected to be incurred in 2026 and $4 million is expected to be incurred in 2027.
Derivative financial instruments
Gold collars
During the year ended December 31, 2024, as a requirement of the RCF, the Company entered into a series of 1:1 zero-cost put/call collar contracts for gold with settlement between February 2025 and January 2027. These derivative instruments were not designated as hedges by the Company and were recorded at fair value through profit and loss ("FVTPL").
The following is a summary, by maturity dates, of the Company’s gold derivative contracts outstanding as at September 30, 2026:
| | | | | | | | | | | |
| 2026 | 2027 | Total |
| | | |
| Ounces | 49,911 | | 16,637 | | 66,548 | |
| Average floor price | $ | 2,450 | | $ | 2,450 | | $ | 2,450 | |
| Average ceiling price | $ | 3,294 | | $ | 3,294 | | $ | 3,294 | |
The unrealized fair value of these contracts at September 30, 2026 was $(63) million.
Fuel forward contracts
The Company uses forward contracts for fuel oil and gas oil to manage the risk of volatility in future operating costs. The Company reviews open positions and potential for additional forward contracts on an ongoing basis. The Company's fuel forward contracts were not designated as hedges and are being recorded at FVTPL.
The following is a summary, by maturity dates, of the Company’s fuel forward contracts outstanding as at September 30, 2026:
| | | | | | | | | | | |
| 2026 | 2027 | Total |
| Forward – fuel oil: | | | |
| Litres (thousands) | 6,658 | | 14,483 | | 21,141 | |
| Average strike price | $ | 0.38 | | $ | 0.37 | | $ | 0.37 | |
| | | |
| Forward – gas oil: | | | |
| Litres (thousands) | 8,007 | | 21,003 | | 29,010 | |
| Average strike price | $ | 0.51 | | $ | 0.52 | | $ | 0.52 | |
The unrealized fair value of these contracts at September 30, 2026 was $16 million.
Operating activities
Cash flow provided by operating activities was $239 million in the third quarter of 2026 compared to $176 million in the third quarter of 2025, an increase of $63 million. Cash flow provided by operating activities in the third quarter of 2026 was mainly higher due to higher gold revenues in third quarter of 2026 partially offset by higher production costs, higher cash tax payments (including a higher priority dividend paid to the State of Mali), and higher royalty payments. In addition, the third quarter of 2025 included $144 million in non-cash revenue related to 66,192 ounces delivered into the Prepaid Gold Sales in the quarter.
Cash flow provided by operating activities was $699 million in the first nine months of 2026 compared to $609 million in the first nine months of 2025, an increase of $90 million. As with the third quarter of 2026, cash flow provided by operating activities in the first nine months of 2026 was mainly higher due to higher gold revenues partially offset by higher production costs, higher cash tax payments, and higher royalty expenses. In addition, the first nine months of 2026 included $291 million (2025 - $144 million) in non-cash revenue related to 132,384 ounces (2025 - 66,192 ounces) delivered into the Prepaid Gold Sales in the first nine months of 2026.
Cash flow from operating activities before changes in working capital (refer to "Non-IFRS Measures") for the third quarter of 2026 was $387 million compared to $184 million in the third quarter of 2025, an increase of $203 million. Cash flow from operating activities before changes in working capital (refer to "Non-IFRS Measures") for the first nine months of 2026 was $868 million compared to $729 million in the first nine months of 2025, an increase of $139 million. Cash flow from operating activities before changes in working capital in the third quarter and first nine months of 2026 were higher than the prior period due to higher cash flow from operating activities, as noted above, a build up in long-term supplies inventory, drawdown in long-term stockpiles, and higher cash tax payments in 2026.
Free cash flow (refer to "Non-IFRS Measures") for the third quarter of 2026 was an inflow of $48 million compared to an outflow of $84 million in the third quarter of 2025, an increase of $132 million due to higher cash flow from operating activities, as noted above, and lower capital expenditures in the third quarter of 2026 reflecting completion of construction of Goose in 2025.
Free cash flow (refer to "Non-IFRS Measures") for the first nine months of 2026 was an inflow of $152 million compared to an outflow of $79 million in the first nine months of 2025, an increase of $231 million due to higher cash flow provided by operating activities, as noted above, and lower capital expenditures in the first nine months of 2026. Under the Company's definition, free cash flow for the first nine months of 2026 does not include $325 million of cash proceeds on the sale of the Finland Properties.
Financing activities
For the third quarter of 2026, the Company’s cash used by financing activities was $22 million, compared to cash provided by financing activities of $172 million in the third quarter of 2025. During the third quarter of 2026, the Company drew down $95 million on the RCF, repurchased $33 million of shares in cash under the NCIB, realized $47 million in losses on gold collars, made dividend payments of $26 million, received $7 million in proceeds from the exercise of stock options, made principal payments on lease arrangements of $6 million, distributed $1 million to non-controlling interests, made interest and commitment fee payments of $8 million, and made equipment loan facility repayments of $2 million.
For the first nine months of 2026, the Company’s cash used by financing activities was $543 million, compared to cash provided by financing activities of $138 million in the first nine months of 2025. During the first nine months of 2026, the Company repaid net $55 million on the RCF, repurchased $205 million of shares in cash under the NCIB, realized $188 million in losses on gold collars, made dividend payments of $78 million, received $45 million in proceeds from the exercise of stock options, made principal payments on lease arrangements of $18 million, distributed $18 million to non-controlling interests, made interest and commitment fee payments of $19 million, and made equipment loan facility repayments of $6 million.
During the first nine months of 2026, the Company's Board of Directors ("Board") declared three quarterly cash dividends of $0.02 per common share each (or an expected $0.08 per share on an annualized basis). On November 4, 2026, the Board declared a cash dividend for the fourth quarter of 2026 of $0.02 per common share, payable on December 15, 2026, to shareholders of record as of December 2, 2026.
Returning capital to shareholders remains a foundational element of the Company's capital allocation philosophy. 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 revised intended rate or at all in the future.
The Company has a dividend reinvestment plan ("DRIP"). The DRIP provides B2Gold shareholders residing in Canada and the United States with the opportunity to have the cash dividends declared on all or some of their common shares automatically reinvested into Reinvestment Shares on an ongoing basis. Participation in the DRIP is optional and will not affect shareholders’ cash dividends unless they elect to participate in the DRIP. Dividends are only payable as and when declared by the Board. The benefits of enrolling in the DRIP include the convenience of automatic reinvestment of dividends into Reinvestment Shares; flexibility to enroll some or all common shares in the DRIP; and ability to acquire Reinvestment Shares without paying any brokerage fees. Participants in the DRIP will acquire Reinvestment Shares issued from a Treasury Purchase at a price equal to the volume weighted average price of the Company’s common shares on the Toronto Stock Exchange for the five consecutive trading days immediately preceding a dividend payment date, subject to a possible discount, in the Company’s sole discretion, of up to 5%. For the dividends declared to date in 2026, no discount was offered.
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.
On April 1, 2026, the Company announced that the Toronto Stock Exchange accepted the notice of the Company’s intention to renew its NCIB, which became effective on April 3, 2026, and will expire no later than April 2, 2027. The NCIB allows the Company to purchase up to 10% of its issued and outstanding common shares during the period. During the first nine months of 2026, the Company bought back 41 million shares for $205 million in cash under the NCIB.
Investing activities
For the third quarter of 2026, the Company’s cash used by investing activities was $205 million compared to $277 million for the third quarter of 2025. For the third quarter of 2026, capital expenditures totalled $191 million. The most significant capital expenditures were Fekola Mine expenditures of $49 million, Goose expenditures of $73 million, Masbate expenditures of $12 million, Otjikoto expenditures of $10 million, Gramalote expenditures of $10 million and Fekola Regional expenditures of $16 million. Other exploration costs for the third quarter of 2026 totalled $20 million. In addition, during the third quarter of 2026, the Company spent $14 million on the purchase of long-term investments.
For the first nine months of 2026, the Company’s cash used by investing activities was $224 million, compared to $709 million for the first nine months of 2025. For the first nine months of 2026, capital expenditures totalled $547 million. The most significant capital expenditures were Fekola Mine expenditures of $135 million, Goose expenditures of $211 million, Masbate expenditures of $43 million, Otjikoto expenditures of $25 million, Gramalote expenditures of $27 million and Fekola Regional expenditures of $61 million. Other exploration costs for the first nine months of 2026 totalled $44 million. In addition, during the first nine months of 2026, the Company received net proceeds of $325 million from the sale of mining interests and proceeds of $18 million from the sale of long-term investments and spent $17 million on the purchase of long-term investments.
CRITICAL ACCOUNTING JUDGEMENTS AND ESTIMATES
Full disclosure of the Company’s accounting policies and significant accounting judgments and estimation uncertainties in accordance with IFRS can be found in Notes 4 and 5 of its Notes to the annual consolidated financial statements for the year ended December 31, 2025. Management considers the following estimates to be the most critical in understanding the judgments involved in preparing the Company’s interim consolidated financial statements and the uncertainties that could impact its results of operations, financial condition and cash flows:
Mineral reserve and resource estimates
Mineral reserves are estimates of the amount of ore that can be economically and legally extracted from the Company’s mining properties. The Company estimates its mineral reserves and mineral resources based on information compiled by appropriately qualified persons relating to the geological data on the size, depth and shape of the ore body, and requires complex geological assessments to interpret the data. The estimation of recoverable mineral reserves and mineral resources is based upon factors such as estimates of foreign exchange rates, commodity prices, future capital requirements, metallurgical recoveries, permitting and production costs along with geological assumptions made in estimating the size and grade of the ore body. Changes in the mineral reserve or mineral resource estimates may impact the carrying value of mining interests, mine restoration provisions, the gold stream obligation, recognition of deferred tax assets, depreciation and amortization charges and royalty obligations.
Assessment of impairment and reversal of impairment indicators for long-lived assets
The Company applies significant judgement in assessing whether there are indicators of impairment, or the reversal of previously recorded impairment, present that give rise to the requirement to conduct an impairment test. Internal and external factors such as significant changes in the use of the asset, legal and permitting factors, future gold prices, operating and capital cost forecasts, quantities of mineral reserves and resources, and movements in market interest rates are used by the Company in determining whether there are any indicators of impairment or reversal of impairment.
During the three months ended September 30, 2026, the Company identified indicators of impairment reversal for the Fekola Complex cash-generating unit ("CGU"). As a result, these assets were tested for reversal of impairment.
Impairment of long-lived assets
Long-lived assets are tested for impairment, or reversal of a previous impairment, if there is an indicator of impairment or a subsequent reversal. Calculating the estimated recoverable amount of CGUs for long-lived assets requires management to make estimates and assumptions that include such factors as mineable mineralization including reserves and resources, future production levels, operating and capital costs, application of royalty, income tax and mining tax rates, future metal prices and discount rates. Changes in any of these assumptions or estimates used in determining the recoverable amount could impact the analysis. Such changes could be material.
During the year ended December 31, 2023, the Company recorded an impairment of $206 million on the Fekola Complex CGU based on the Company's best estimate of the application of the 2023 Mining Code at that date. A net impairment charge of $192 million, after taking into account a deferred income tax recovery of $14 million, was recorded in the Consolidated Statement of Operations for the year ended December 31, 2023. During the year ended December 31, 2024, the accompanying Implementation Decrees, which clarify how the provisions of the 2023 Mining Code and Local Content Law should be applied, were enacted into law. As a result, the Company recorded a further impairment of $215 million on the Fekola Complex CGU. A net impairment charge of $194 million, after taking into account a deferred income tax recovery of $21 million, was recorded in the Consolidated Statement of Operations for the year ended December 31, 2024.
On August 7, 2026, the State of Mali granted the Menankoto exploitation permit B2Gold’s Malian subsidiary. The Company concluded that, although there are still further steps necessary to produce gold from the Menankoto permit area, significant uncertainty had been removed with respect to the expected timing of the production. As a result, the granting of the Menankoto exploitation permit was considered an indication of reversal of the previously recorded impairment, and the Company performed an impairment reversal test on the Fekola Complex as at September 30, 2026. The carrying value of the CGU was compared to the CGU’s recoverable amount which was determined to be its fair value less costs of disposal ("FVLCD"). To estimate the recoverable amount of the CGU for impairment reversal, the Company utilized a discounted cash flow model incorporating significant assumptions that included such factors as reserves and resources, future production levels, operating and capital costs, royalties and tax rates, a long-term gold price of $3,500 per ounce, and a discount rate of 12.5% for the Fekola Complex. Management’s estimate of the FVLCD of its CGU is classified as level 3 in the fair value hierarchy. The Company’s estimate of future cash flows is subject to risks and uncertainties and therefore could change in the future if the underlying assumptions change.
The Company’s analysis concluded that the carrying value of the Fekola Complex CGU at September 30, 2026 was lower than the FVLCD and that the previously recorded impairment has reversed. The residual impairment reversal was calculated to be $253 million after reflecting the amount of depreciation that would have been recorded had the assets not been impaired. The Company recorded a net impairment reversal of $212 million in the Condensed Interim Consolidated Statement of Operations after taking into account a deferred income tax expense of $41 million.
Fair value of financial instruments
The fair value of financial instruments that are not traded in an active market are determined using valuation techniques. In determining the fair value of the gold stream obligation, the Company makes significant assumptions that are based on the underlying models and the market conditions existing at both initial recognition and the end of each reporting period.
Value-added tax receivables
The Company incurs indirect taxes, including value-added tax, on purchases of goods and services at its operating mines and development projects. Indirect tax balances are recorded at their estimated recoverable amounts within current or long-term assets, net of provisions, and reflect the Company’s best estimate of their recoverability under existing tax rules in the respective jurisdictions in which they arise. Management’s assessment of recoverability considers the probable outcomes of claimed deductions and/or disputes. The provisions and balance sheet classifications made to date may be subject to change and such change may be material.
Long-term value-added tax receivables at September 30, 2026, included amounts for Fekola of $288 million (December 31, 2025 - $244 million), for Masbate of $16 million (December 31, 2025 – $11 million), and for Gramalote of $26 million (December 31, 2025 - $22 million).
Uncertain tax positions
The Company’s operations involve the application of complex tax regulations in multiple international jurisdictions. Determining the tax treatment of a transaction requires the Company to apply judgement in its interpretation of the applicable tax law. These positions are not final until accepted by the relevant tax authority. The tax treatment may change based on the result of assessments or audits by the tax authorities often years after the initial filing.
The Company recognizes and records potential liabilities for uncertain tax positions based on its assessment of the amount, or range of amounts, of tax that will be due. The Company adjusts these accruals as new information becomes available. Due to the complexity and uncertainty associated with certain tax treatments, the ultimate resolution could result in a payment that is materially different from the Company’s current estimate of the tax liabilities.
Current and deferred income taxes
The Company is periodically required to estimate the tax basis of assets and liabilities. Where applicable tax laws and regulations are either unclear or subject to varying interpretations, it is possible that changes in these estimates could occur that materially affect the amounts of deferred income tax assets and liabilities recorded in the financial statements. Changes in deferred tax assets and liabilities generally have a direct impact on earnings in the period that the changes occur.
Each period, the Company evaluates the likelihood of whether some portion or all of each deferred tax asset will not be realized. This evaluation is based on historic and future expected levels of taxable income and the associated repatriation of retained earnings, the pattern and timing of reversals of taxable temporary timing differences that give rise to deferred tax liabilities, and tax planning initiatives. Levels of future taxable income are affected by, among other things, metal prices, production costs, quantities of proven and probable gold reserves, interest rates and foreign currency exchange rates. The availability of retained earnings for distribution depends on future levels of taxable income as well as future reclamation expenditures, capital expenditures, dividends and other uses of available cash flow.
RISKS AND UNCERTAINTIES
The exploration and development of natural resources are highly speculative in nature and the Company’s business operations, investments and prospects are subject to significant risks. For details of these risks, please refer to the risk factors set forth in the Company’s current Annual Information Form, which can be found under the Company’s corporate profile on SEDAR+ at www.sedarplus.ca, the Company’s current Form 40-F Annual Report, which can be found on EDGAR at www.sec.gov, and the Company’s other filings and submissions with securities regulators on SEDAR+ and EDGAR, which could materially affect the Company’s business, operations, investments and prospects and could cause actual events to differ materially from those described in forward-looking statements relating to the Company. Additional risks and uncertainties not presently known to the Company or that the Company currently considers immaterial may also impair the business, operations, investments and prospects of the Company. If any of the risks actually occur, the business of the Company may be negatively impacted and its financial condition and results of operations may suffer significantly.
INTERNAL CONTROL OVER FINANCIAL REPORTING
The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, are responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. Any system of internal control over financial reporting, no matter how well designed, has inherent limitations. As a result, even those systems determined to be effective can only provide reasonable assurance regarding the preparation of financial statements.
The Company’s management has determined that there have been no significant changes in the Company’s internal control over financial reporting during the three months ended September 30, 2026, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
NON-IFRS MEASURES
Cash operating costs per gold ounce sold
‘‘Cash operating costs per gold ounce’’ is a common financial performance measure in the gold mining industry but, as 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. 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, this measure 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. This measure, along with sales, is 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 is derived from amounts included in the statement of operations and include post-commercial production mine site operating costs such as mining, processing, smelting, refining, transportation costs, royalties and production taxes, plus an allocation of costs to by-products. The Company uses the income from silver by-product credits as a proxy for the cost to produce the silver. The tables below show a reconciliation of cash operating 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):
| | | | | | | | | | | | | | | | | |
| For the three months ended September 30, 2026 |
| Fekola Mine | Goose Mine | Masbate Mine | Otjikoto Mine | Total |
| $ | $ | $ | $ | $ |
| | | | | |
| Production costs | 125,485 | | 69,327 | | 39,651 | | 28,242 | | 262,705 | |
| Royalties and production taxes | 65,670 | | 1,923 | | 11,448 | | 3,685 | | 82,726 | |
| | | | | |
| Total cash costs | 191,155 | | 71,250 | | 51,099 | | 31,927 | | 345,431 | |
| | | | | |
| Gold sold (ounces) | 89,718 | | 30,894 | | 52,885 | | 21,521 | | 195,018 | |
| | | | | |
| Cash operating costs per ounce ($/ gold ounce sold) | 1,399 | | 2,244 | | 750 | | 1,312 | | 1,347 | |
| | | | | | | | | | | | | | | | | |
| For the three months ended September 30, 2025 |
| Fekola Mine | Goose Mine | Masbate Mine | Otjikoto Mine | Total |
| $ | $ | $ | $ | $ |
| | | | | |
| Production costs | 104,448 | | 9,127 | | 49,632 | | 31,947 | | 195,154 | |
| Royalties and production taxes | 76,717 | | 380 | | 9,963 | | 5,725 | | 92,785 | |
| Less pre-commercial production costs | — | | (9,507) | | — | | — | | (9,507) | |
| | | | | |
| Total cash costs | 181,165 | | — | | 59,595 | | 37,672 | | 278,432 | |
| | | | | |
| Gold sold (ounces) | 137,360 | | 7,685 | | 64,043 | | 40,837 | | 249,925 | |
| Less pre-commercial production sold (ounces) | — | | (7,685) | | — | | — | | (7,685) | |
| | | | | |
| Gold sold from commercial production (ounces) | 137,360 | | — | | 64,043 | | 40,837 | | 242,240 | |
| | | | | |
| Cash operating costs per ounce ($/ gold ounce sold) | 760 | | — | | 775 | | 782 | | 768 | |
| | | | | | | | | | | | | | | | | |
| For the nine months ended September 30, 2026 |
| Fekola Mine | Goose Mine | Masbate Mine | Otjikoto Mine | Total |
| $ | $ | $ | $ | $ |
| | | | | |
| Production costs | 365,700 | | 171,712 | | 113,953 | | 81,389 | | 732,754 | |
| Royalties and production taxes | 287,222 | | 7,826 | | 35,631 | | 13,771 | | 344,450 | |
| | | | | |
| Total cash costs | 652,922 | | 179,538 | | 149,584 | | 95,160 | | 1,077,204 | |
| | | | | |
| Gold sold (ounces) | 356,458 | | 92,765 | | 155,586 | | 76,092 | | 680,901 | |
| | | | | |
| Cash operating costs per ounce ($/ gold ounce sold) | 1,026 | | 1,851 | | 732 | | 1,070 | | 1,076 | |
| | | | | | | | | | | | | | | | | |
| For the nine months ended September 30, 2025 |
| Fekola Mine | Goose Mine | Masbate Mine | Otjikoto Mine | Total |
| $ | $ | $ | $ | $ |
| | | | | |
| Production costs | 289,594 | | 9,127 | | 122,116 | | 96,674 | | 517,511 | |
| Royalties and production taxes | 167,768 | | 380 | | 26,213 | | 18,931 | | 213,292 | |
| Less pre-commercial production costs | — | | (9,507) | | — | | — | | (9,507) | |
| | | | | |
| Total cash costs | 457,362 | | — | | 148,329 | | 115,605 | | 721,296 | |
| | | | | |
| Gold sold (ounces) | 340,352 | | 7,685 | | 148,393 | | 147,877 | | 644,307 | |
| Less pre-commercial production sold (ounces) | — | | (7,685) | | — | | — | | (7,685) | |
| | | | | |
| Gold sold from commercial production (ounces) | 340,352 | | — | | 148,393 | | 147,877 | | 636,622 | |
| | | | | |
| Cash operating costs per ounce ($/ gold ounce sold) | 851 | | — | | 823 | | 654 | | 799 | |
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 post-commercial production mine site operating costs such as mining, processing, smelting, refining, transportation costs, plus an allocation of costs to by-products. The Company uses the income from silver by-product credits as a proxy for the cost to produce the silver. Cash operating costs per gold ounce produced do not include pre-commercial production from Goose. 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):
| | | | | | | | | | | | | | | | | |
| For the three months ended September 30, 2026 |
| Fekola Mine | Goose Mine | Masbate Mine | Otjikoto Mine | Total |
| $ | $ | $ | $ | $ |
| | | | | |
| Production costs | 125,485 | | 69,327 | | 39,651 | | 28,242 | | 262,705 | |
| Inventory sales adjustment | (12,716) | | 5,411 | | 953 | | 1,708 | | (4,644) | |
| | | | | |
| Cash operating costs | 112,769 | | 74,738 | | 40,604 | | 29,950 | | 258,061 | |
| | | | | |
| Gold produced (ounces) | 78,119 | | 39,973 | | 53,363 | | 21,866 | | 193,321 | |
| | | | | |
| Cash operating costs per ounce ($/ gold ounce produced) | 1,444 | | 1,870 | | 761 | | 1,370 | | 1,335 | |
| | | | | | | | | | | | | | | | | |
| For the three months ended September 30, 2025 |
| Fekola Mine | Goose Mine | Masbate Mine | Otjikoto Mine | Total |
| $ | $ | $ | $ | $ |
| | | | | |
| Production costs | 104,448 | | 9,127 | | 49,632 | | 31,947 | | 195,154 | |
| Inventory sales adjustment | 8,880 | | 4,965 | | (9,762) | | 2,509 | | 6,592 | |
| Less pre-commercial production costs | — | | (14,092) | | — | | — | | (14,092) | |
| | | | | |
| Cash operating costs | 113,328 | | — | | 39,870 | | 34,456 | | 187,654 | |
| | | | | |
| Gold produced (ounces) | 146,883 | | 13,862 | | 49,519 | | 44,105 | | 254,369 | |
| Less pre-commercial gold production | — | | (13,862) | | — | | — | | (13,862) | |
| | | | | |
| Adjusted gold produced (ounces) | 146,883 | | — | | 49,519 | | 44,105 | | 240,507 | |
| | | | | |
| Cash operating costs per ounce ($/ gold ounce produced) | 772 | | — | | 805 | | 781 | | 780 | |
| | | | | | | | | | | | | | | | | |
| For the nine months ended September 30, 2026 |
| Fekola Mine | Goose Mine | Masbate Mine | Otjikoto Mine | Total |
| $ | $ | $ | $ | $ |
| | | | | |
| Production costs | 365,700 | | 171,712 | | 113,953 | | 81,389 | | 732,754 | |
| Inventory sales adjustment | (3,662) | | 11,727 | | 2,380 | | (1,570) | | 8,875 | |
| | | | | |
| Cash operating costs | 362,038 | | 183,439 | | 116,333 | | 79,819 | | 741,629 | |
| | | | | |
| Gold produced (ounces) | 311,850 | | 95,739 | | 157,310 | | 69,833 | | 634,732 | |
| | | | | |
| Cash operating costs per ounce ($/ gold ounce produced) | 1,161 | | 1,916 | | 740 | | 1,143 | | 1,168 | |
| | | | | | | | | | | | | | | | | |
| For the nine months ended September 30, 2025 |
| Fekola Mine | Goose Mine | Masbate Mine | Otjikoto Mine | Total |
| $ | $ | $ | $ | $ |
| | | | | |
| Production costs | 289,594 | | 9,127 | | 122,116 | | 96,674 | | 517,511 | |
| Inventory sales adjustment | 15,174 | | 6,143 | | (2,983) | | (2,083) | | 16,251 | |
| Less pre-commercial production costs | — | | (15,270) | | — | | — | | (15,270) | |
| | | | | |
| Cash operating costs | 304,768 | | — | | 119,133 | | 94,591 | | 518,492 | |
| | | | | |
| Gold produced (ounces) | 367,049 | | 14,554 | | 146,626 | | 148,346 | | 676,575 | |
| Less pre-commercial gold production | — | | (14,554) | | — | | — | | (14,554) | |
| | | | | |
| Adjusted gold produced (ounces) | 367,049 | | — | | 146,626 | | 148,346 | | 662,021 | |
| | | | | |
| Cash operating costs per ounce ($/ gold ounce produced) | 830 | | — | | 812 | | 638 | | 783 | |
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 post-commercial production 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 ("RSUs/DSUs/PSUs"), community relations expenditures, reclamation liability accretion and realized (gains) losses on fuel derivative contracts, all divided by the total post-commercial production gold ounces sold to arrive at a per ounce figure.
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 (dollars in thousands):
| | | | | | | | | | | | | | | | | | | | |
| For the three months ended September 30, 2026 |
| Fekola Mine | Goose Mine | Masbate Mine | Otjikoto Mine | Corporate | Total |
| $ | $ | $ | $ | $ | $ |
| | | | | | |
| Production costs | 125,485 | | 69,327 | | 39,651 | | 28,242 | | — | | 262,705 | |
| Royalties and production taxes | 65,670 | | 1,923 | | 11,448 | | 3,685 | | — | | 82,726 | |
| Corporate administration | 2,514 | | 371 | | 523 | | 1,253 | | 9,218 | | 13,879 | |
Share-based payments – RSUs/DSUs/PSUs(1) | — | | — | | — | | — | | 3,673 | | 3,673 | |
| Community relations | 666 | | 230 | | 146 | | 656 | | — | | 1,698 | |
Reclamation liability accretion | 670 | | 353 | | 346 | | 345 | | — | | 1,714 | |
| Realized gains on derivative contracts | (4,101) | | — | | (2,214) | | (191) | | — | | (6,506) | |
| Sustaining lease expenditures | 2,944 | | 199 | | 303 | | 1,275 | | 447 | | 5,168 | |
Sustaining capital expenditures(2) | 48,667 | | 69,291 | | 10,686 | | 4,643 | | — | | 133,287 | |
Sustaining mine exploration(2) | — | | 7,095 | | 1,641 | | 448 | | — | | 9,184 | |
| | | | | | |
| Total all-in sustaining costs from commercial production | 242,515 | | 148,789 | | 62,530 | | 40,356 | | 13,338 | | 507,528 | |
| | | | | | |
| Gold Sold (ounces) | 89,718 | | 30,894 | | 52,885 | | 21,521 | | — | | 195,018 | |
| | | | | | |
| All-in sustaining cost per ounce ($/ gold ounce sold) | 2,703 | | 4,816 | | 1,182 | | 1,875 | | — | | 2,602 | |
(1) Included as a component of Share-based payments on the Consolidated 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 (dollars in thousands):
| | | | | | | | | | | | | | | | | | | | |
| For the three months ended September 30, 2026 | |
| Fekola Mine | Goose Mine | Masbate Mine | Otjikoto Mine | Total | |
| $ | $ | $ | $ | $ | |
| | | | | | |
| Operating mine capital expenditures | 48,667 | | 72,868 | | 12,151 | | 10,477 | | 144,163 | | |
| Antelope development costs | — | | — | | — | | (5,834) | | (5,834) | | |
| Crusher circuit upgrades | — | | (3,577) | | — | | — | | (3,577) | | |
| Land acquisition costs | — | | — | | (1,465) | | — | | (1,465) | | |
| | | | | | |
| Sustaining capital expenditures | 48,667 | | 69,291 | | 10,686 | | 4,643 | | 133,287 | | |
The table below shows a reconciliation of sustaining mine exploration to operating mine exploration as extracted from the unaudited condensed interim consolidated financial statements (dollars in thousands):
| | | | | | | | | | | | | | | | | | | | |
| For the three months ended September 30, 2026 | |
| Fekola Mine | Goose Mine | Masbate Mine | Otjikoto Mine | Total | |
| $ | $ | $ | $ | $ | |
| | | | | | |
| Operating mine exploration | — | | 7,095 | | 1,656 | | 2,015 | | 10,766 | | |
| Non-sustaining exploration | — | | — | | (15) | | (1,567) | | (1,582) | | |
| | | | | | |
| Sustaining mine exploration | — | | 7,095 | | 1,641 | | 448 | | 9,184 | | |
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 (dollars in thousands):
| | | | | | | | | | | | | | | | | | | | |
| For the three months ended September 30, 2025 |
| Fekola Mine | Goose Mine | Masbate Mine | Otjikoto Mine | Corporate | Total |
| $ | $ | $ | $ | $ | $ |
| | | | | | |
| Production costs | 104,448 | | 9,127 | | 49,632 | | 31,947 | | — | | 195,154 | |
| Royalties and production taxes | 76,717 | | 380 | | 9,963 | | 5,725 | | — | | 92,785 | |
| Corporate administration | 4,265 | | — | | 630 | | 1,011 | | 9,343 | | 15,249 | |
Share-based payments – RSUs/DSUs/PSUs(1) | 13 | | — | | — | | — | | 2,612 | | 2,625 | |
| Community relations | 464 | | 10,000 | | 91 | | 466 | | — | | 11,021 | |
| Reclamation liability accretion | 637 | | 1,132 | | 333 | | 235 | | — | | 2,337 | |
| Realized losses on derivative contracts | 139 | | — | | 85 | | 13 | | — | | 237 | |
| Sustaining lease expenditures | 87 | | — | | 320 | | 1,246 | | 359 | | 2,012 | |
Sustaining capital expenditures(2) | 43,778 | | — | | 9,886 | | 3,480 | | — | | 57,144 | |
Sustaining mine exploration(2) | — | | — | | 48 | | 346 | | — | | 394 | |
| | | | | | |
| Total all-in sustaining costs | 230,548 | | 20,639 | | 70,988 | | 44,469 | | 12,314 | | 378,958 | |
| Less all-in sustaining costs related to pre-commercial production | — | | (20,639) | | — | | — | | — | | (20,639) | |
| | | | | | |
| Total all-in sustaining costs from commercial production | 230,548 | | — | | 70,988 | | 44,469 | | 12,314 | | 358,319 | |
| | | | | | |
| Gold Sold (ounces) | 137,360 | | 7,685 | | 64,043 | | 40,837 | | — | | 249,925 | |
| Less pre-commercial production ounces | | (7,685) | | | | | (7,685) | |
| | | | | | |
| Gold Sold from commercial production (ounces) | 137,360 | | — | | 64,043 | | 40,837 | | — | | 242,240 | |
| | | | | | |
| All-in sustaining cost per ounce ($/ gold ounce sold) | 1,678 | | — | | 1,108 | | 1,089 | | — | | 1,479 | |
(1) Included as a component of Share-based payments on the Consolidated 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 (dollars in thousands):
| | | | | | | | | | | | | | | | | |
| For the three months ended September 30, 2025 |
| Fekola Mine | Goose Mine | Masbate Mine | Otjikoto Mine | Total |
| $ | $ | $ | $ | $ |
| | | | | |
| Operating mine capital expenditures | 55,113 | | 157,068 | | 9,916 | | 4,391 | | 226,488 | |
| Fekola underground | (11,335) | | — | | — | | — | | (11,335) | |
| Pre-production capital expenditures | | (157,068) | | | | (157,068) | |
| Other | — | | — | | (30) | | (911) | | (941) | |
| | | | | |
| Sustaining capital expenditures | 43,778 | | — | | 9,886 | | 3,480 | | 57,144 | |
The table below shows a reconciliation of sustaining mine exploration to operating mine exploration as extracted from the unaudited condensed interim consolidated financial statements (dollars in thousands):
| | | | | | | | | | | | | | | | | |
| For the three months ended September 30, 2025 |
| Fekola Mine | Goose Mine | Masbate Mine | Otjikoto Mine | Total |
| $ | $ | $ | $ | $ |
| | | | | |
| Operating mine exploration | — | | 5,619 | | 602 | | 2,220 | | 8,441 | |
| Non-sustaining exploration | — | | (5,619) | | (554) | | (1,874) | | (8,047) | |
| | | | | |
| Sustaining mine exploration | — | | — | | 48 | | 346 | | 394 | |
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 (dollars in thousands):
| | | | | | | | | | | | | | | | | | | | |
| For the nine months ended September 30, 2026 |
| Fekola Mine | Goose Mine | Masbate Mine | Otjikoto Mine | Corporate | Total |
| $ | $ | $ | $ | $ | $ |
| | | | | | |
| Production costs | 365,700 | | 171,712 | | 113,953 | | 81,389 | | — | | 732,754 | |
| Royalties and production taxes | 287,222 | | 7,826 | | 35,631 | | 13,771 | | — | | 344,450 | |
| Corporate administration | 11,246 | | 1,435 | | 1,640 | | 3,610 | | 31,318 | | 49,249 | |
Share-based payments – RSUs/DSUs/PSUs(1) | — | | — | | — | | — | | 17,804 | | 17,804 | |
| Community relations | 1,633 | | 1,130 | | 391 | | 1,034 | | — | | 4,188 | |
Reclamation liability accretion | 1,987 | | 1,080 | | 1,018 | | 1,013 | | — | | 5,098 | |
| Realized gains on derivative contracts | (9,457) | | — | | (5,762) | | (504) | | — | | (15,723) | |
| Sustaining lease expenditures | 8,512 | | 1,538 | | 927 | | 4,095 | | 1,356 | | 16,428 | |
Sustaining capital expenditures(2) | 135,319 | | 183,253 | | 40,783 | | 10,769 | | — | | 370,124 | |
Sustaining mine exploration(2) | — | | 16,858 | | 1,716 | | 952 | | — | | 19,526 | |
| | | | | | |
| Total all-in sustaining costs from commercial production | 802,162 | | 384,832 | | 190,297 | | 116,129 | | 50,478 | | 1,543,898 | |
| | | | | | |
| Gold Sold (ounces) | 356,458 | | 92,765 | | 155,586 | | 76,092 | | — | | 680,901 | |
| | | | | | |
| All-in sustaining cost per ounce ($/ gold ounce sold) | 2,250 | | 4,148 | | 1,223 | | 1,526 | | — | | 2,267 | |
(1) Included as a component of Share-based payments on the Consolidated 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 (dollars in thousands):
| | | | | | | | | | | | | | | | | |
| For the nine months ended September 30, 2026 |
| Fekola Mine | Goose Mine | Masbate Mine | Otjikoto Mine | Total |
| $ | $ | $ | $ | $ |
| | | | | |
| Operating mine capital expenditures | 135,319 | | 211,147 | | 42,949 | | 25,366 | | 414,781 | |
| Site infrastructure construction | — | | (23,116) | | — | | — | | (23,116) | |
| Antelope development costs | — | | — | | — | | (14,597) | | (14,597) | |
| Crusher upgrade costs | — | | (4,778) | | — | | — | | (4,778) | |
| Land acquisitions | — | | — | | (2,166) | | — | | (2,166) | |
| | | | | |
| Sustaining capital expenditures | 135,319 | | 183,253 | | 40,783 | | 10,769 | | 370,124 | |
The table below shows a reconciliation of sustaining mine exploration to operating mine exploration as extracted from the unaudited condensed interim consolidated financial statements (dollars in thousands):
| | | | | | | | | | | | | | | | | |
| For the nine months ended September 30, 2026 |
| Fekola Mine | Goose Mine | Masbate Mine | Otjikoto Mine | Total |
| $ | $ | $ | $ | $ |
| | | | | |
| Operating mine exploration | — | | 16,858 | | 2,957 | | 4,613 | | 24,428 | |
| Non-sustaining exploration | — | | — | | (1,241) | | (3,661) | | (4,902) | |
| | | | | |
| Sustaining mine exploration | — | | 16,858 | | 1,716 | | 952 | | 19,526 | |
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 (dollars in thousands):
| | | | | | | | | | | | | | | | | | | | |
| For the nine months ended September 30, 2025 |
| Fekola Mine | Goose Mine | Masbate Mine | Otjikoto Mine | Corporate | Total |
| $ | $ | $ | $ | $ | $ |
| | | | | | |
| Production costs | 289,594 | | 9,127 | | 122,116 | | 96,674 | | — | | 517,511 | |
| Royalties and production taxes | 167,768 | | 380 | | 26,213 | | 18,931 | | — | | 213,292 | |
| Corporate administration | 10,793 | | — | | 1,698 | | 3,298 | | 27,045 | | 42,834 | |
Share-based payments – RSUs/DSUs/PSUs(1) | 43 | | — | | — | | — | | 10,813 | | 10,856 | |
| Community relations | 1,138 | | 10,000 | | 272 | | 1,169 | | — | | 12,579 | |
Reclamation liability accretion | 1,949 | | 1,132 | | 1,013 | | 744 | | — | | 4,838 | |
| Realized losses on derivative contracts | 760 | | — | | 466 | | 95 | | — | | 1,321 | |
| Sustaining lease expenditures | 251 | | — | | 961 | | 3,658 | | 1,329 | | 6,199 | |
Sustaining capital expenditures(2) | 126,612 | | — | | 31,466 | | 11,694 | | — | | 169,772 | |
Sustaining mine exploration(2) | — | | — | | 118 | | 1,191 | | — | | 1,309 | |
| | | | | | |
| Total all-in sustaining costs | 598,908 | | 20,639 | | 184,323 | | 137,454 | | 39,187 | | 980,511 | |
| Less all-in sustaining costs related to pre-commercial production | — | | (20,639) | | — | | — | | — | | (20,639) | |
| | | | | | |
| Total all-in sustaining costs from commercial production | 598,908 | | — | | 184,323 | | 137,454 | | 39,187 | | 959,872 | |
| | | | | | |
| Gold Sold (ounces) | 340,352 | | 7,685 | | 148,393 | | 147,877 | | — | | 644,307 | |
| Less pre-commercial production ounces | — | | (7,685) | | — | | — | | — | | (7,685) | |
| | | | | | |
| Gold Sold from commercial production (ounces) | 340,352 | | — | | 148,393 | | 147,877 | | — | | 636,622 | |
| | | | | | |
| All-in sustaining cost per ounce ($/ gold ounce sold) | 1,760 | | — | | 1,242 | | 930 | | — | | 1,508 | |
(1) Included as a component of Share-based payments on the Consolidated 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 (dollars in thousands):
| | | | | | | | | | | | | | | | | |
| For the nine months ended September 30, 2025 |
| Fekola Mine | Goose Mine | Masbate Mine | Otjikoto Mine | Total |
| $ | $ | $ | $ | $ |
| | | | | |
| Operating mine capital expenditures | 172,495 | | 395,364 | | 35,148 | | 12,707 | | 615,714 | |
| Fekola underground | (45,883) | | — | | — | | — | | (45,883) | |
| Pre-production capital expenditures | — | | (395,364) | | — | | — | | (395,364) | |
| Other | — | | — | | (3,682) | | (1,013) | | (4,695) | |
| | | | | |
| Sustaining capital expenditures | 126,612 | | — | | 31,466 | | 11,694 | | 169,772 | |
The table below shows a reconciliation of sustaining mine exploration to operating mine exploration as extracted from the unaudited condensed interim consolidated financial statements (dollars in thousands):
| | | | | | | | | | | | | | | | | |
| For the nine months ended September 30, 2025 |
| Fekola Mine | Goose Mine | Masbate Mine | Otjikoto Mine | Total |
| $ | $ | $ | $ | $ |
| | | | | |
| Operating mine exploration | — | | 15,941 | | 1,553 | | 6,433 | | 23,927 | |
| Regional exploration | — | | (15,941) | | (1,435) | | (5,242) | | (22,618) | |
| | | | | |
| Sustaining mine exploration | — | | — | | 118 | | 1,191 | | 1,309 | |
Adjusted net income attributable to shareholders and adjusted earnings per share - basic
"Adjusted net income attributable to shareholders" 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 attributable to shareholders 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 attributable to shareholders 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 provides 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 or as a substitute for measures of performance prepared in accordance with IFRS. Other companies may calculate this measure differently.
A reconciliation of net income to adjusted net income attributable to shareholders as extracted from the unaudited condensed interim consolidated financial statements is set out in the table below (dollars in thousands): | | | | | | | | | | | | | | |
| Three months ended | Nine months ended |
| September 30, | September 30, |
| 2026 | 2025 | 2026 | 2025 |
| $ | $ | $ | $ |
| | | | |
| Net income attributable to shareholders of the Company for the period: | 408,898 | | 19,313 | | 1,026,169 | | 231,324 | |
| | | | |
| Adjustments for non-recurring and significant recurring non-cash items: | | | | |
| Gain on sale of mining interests | — | | — | | (292,374) | | — | |
| Reversal of impairment on long-lived assets | (253,488) | | — | | (253,488) | | — | |
| Unrealized (gains) losses on derivative instruments | (39,957) | | 101,715 | | (191,969) | | 172,370 | |
| Write-off of plant and equipment | 3,067 | | — | | 52,780 | | — | |
| Loss (gain) on dilution of associate | 1,916 | | — | | (28,213) | | — | |
| Change in fair value of gold stream | (963) | | 28,100 | | (17,877) | | 80,406 | |
| Other cost of sales | 6,018 | | — | | 21,880 | | — | |
| Recoveries on insurance claims | (14,304) | | — | | (26,904) | | — | |
| Realized gain on total return swap | — | | — | | — | | (7,731) | |
| Write-down of mining interests | — | | — | | — | | 5,118 | |
| Deferred income tax expense (recovery) | 71,481 | | 30,785 | | 180,822 | | (16,885) | |
| | | | |
| Adjusted net income attributable to shareholders of the Company for the period | 182,668 | | 179,913 | | 470,826 | | 464,602 | |
| | | | |
| Basic weighted average number of common shares outstanding (in thousands) | 1,320,959 | | 1,324,279 | | 1,331,076 | | 1,321,491 | |
| | | | |
| Adjusted net earnings attributable to shareholders of the Company per share–basic ($/share) | 0.14 | | 0.14 | | 0.35 | | 0.35 | |
Free cash flow
"Free cash flow" is a non-IFRS measure that does not have a standardized meaning prescribed by IFRS and therefore may not be comparable to similar measures presented by other issuers. The Company defines free cash flow as cash flow provided by operating activities less capital expenditures.
Management believes that the presentation of free cash flow is appropriate to provide additional information to investors on the Company's ability to operate without reliance on additional borrowing. Management further believes that its presentation of this non-IFRS financial measure provides information that is useful to investors because it is an important indicator 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 or as a substitute for measures of performance prepared in accordance with IFRS. Other companies may calculate this measure differently. These measures are not necessarily indicative of operating profit or cash flow from operations as determined under IFRS.
A reconciliation of net cash provided by operating activities to free cash flow as extracted from the unaudited condensed interim consolidated financial statements is set out in the table below (dollars in thousands): | | | | | | | | | | | | | | |
| Three months ended | Nine months ended |
| September 30, | September 30, |
| 2026 | 2025 | 2026 | 2025 |
| $ | $ | $ | $ |
| | | | |
| Cash provided by operating activities | 238,618 | | 175,603 | | 699,344 | | 609,472 | |
| | | | |
| Capital expenditures | | | | |
| Fekola Mine | (48,667) | | (55,113) | | (135,319) | | (172,495) | |
| Goose Mine | (72,868) | | (157,068) | | (211,147) | | (395,364) | |
| Masbate Mine | (12,151) | | (9,916) | | (42,949) | | (35,148) | |
| Otjikoto Mine | (10,477) | | (4,391) | | (25,366) | | (12,707) | |
| Fekola Regional Properties | (16,220) | | (5,579) | | (60,519) | | (13,752) | |
| Gramalote Project | (10,424) | | (11,531) | | (27,450) | | (23,475) | |
| Other exploration | (19,824) | | (15,738) | | (44,323) | | (35,212) | |
| | | | |
| Total capital expenditures | (190,631) | | (259,336) | | (547,073) | | (688,153) | |
| | | | |
| Free cash flow | 47,987 | | (83,733) | | 152,271 | | (78,681) | |
Cash flow from operating activities before changes in working capital
"Cash flow from operating activities before changes in working capital" is a non-IFRS measure that does not have a standardized meaning prescribed by IFRS and, therefore, may not be comparable to similar measures presented by other issuers. The Company defines cash flow from operating activities before changes in working capital as cash flow provided by operating activities adjusted to add back or remove changes in non-cash working capital, changes in long-term inventory and changes in long-term value added tax receivables.
Management believes that the presentation of cash flow from operating activities before changes in working capital is appropriate to provide additional information to investors on the Company's ability cash flow from its operations without the impact of timing differences from changes in short-term and long-term non-cash working capital items. Management further believes that its presentation of this non-IFRS financial measure provides information that is useful to investors because it is an important indicator 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 or as a substitute for measures of performance prepared in accordance with IFRS. Other companies may calculate this measure differently. These measures are not necessarily indicative of operating profit or cash flow from operations as determined under IFRS.
A reconciliation of net cash provided by operating activities to cash flow provided by operating activities as extracted from the unaudited condensed interim consolidated financial statements is set out in the table below (dollars in thousands): | | | | | | | | | | | | | | |
| Three months ended | Nine months ended |
| September 30, | September 30, |
| 2026 | 2025 | 2026 | 2025 |
| $ | $ | $ | $ |
| | | | |
| Cash provided by operating activities | 238,618 | | 175,603 | | 699,344 | | 609,472 | |
| | | | |
Changes in non-cash working capital | 16,954 | | (70,929) | | (12,589) | | (84,951) | |
| Changes in long-term inventory | 108,015 | | 60,883 | | 138,239 | | 102,166 | |
| Changes in long-term value added tax receivables | 23,742 | | 18,556 | | 42,615 | | 102,336 | |
| | | | |
| Cash flow from operating activities before changes in working capital | 387,329 | | 184,113 | | 867,609 | | 729,023 | |
SUMMARY OF QUARTERLY RESULTS
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Q3 | Q2 | Q1 | Q4 | Q3 | Q2 | Q1 | Q4 |
| 2026 | 2026 | 2026 | 2025 | 2025 | 2025 | 2025 | 2024 |
| | | | | | | | |
| Gold revenue ($ in thousands) | 836,466 | 789,354 | 1,158,655 | 1,053,977 | 782,948 | 692,206 | 532,107 | 499,788 |
Net income (loss) for the period ($ in thousands) | 413,571 | 419,620 | 205,550 | 180,259 | 23,123 | 160,753 | 62,564 | (9,325) |
Earnings (loss) per share (1) – basic ($) | 0.31 | 0.31 | 0.15 | 0.13 | 0.01 | 0.12 | 0.04 | (0.01) |
Earnings (loss) per share (1) – diluted ($) | 0.28 | 0.29 | 0.14 | 0.11 | 0.01 | 0.10 | 0.04 | (0.01) |
Cash flows provided (used) by operating activities ($ in thousands) | 238,618 | (78,755) | 539,481 | 286,364 | 175,140 | 255,544 | 178,788 | 120,544 |
| Gold sold including pre-commercial production from Goose (ounces) | 195,018 | 209,537 | 276,346 | 283,490 | 249,925 | 210,384 | 183,998 | 187,793 |
Average realized gold price ($/ ounce) | 4,289 | 3,767 | 4,193 | 3,718 | 3,133 | 3,290 | 2,892 | 2,661 |
Gold produced (ounces) | 193,321 | 203,648 | 237,763 | 303,029 | 240,507 | 228,762 | 192,752 | 186,001 |
Gold produced, total including Goose pre-commercial production (ounces) | 193,321 | 203,648 | 237,763 | 303,029 | 254,369 | 229,454 | 192,752 | 186,001 |
| Production costs ($ in thousands) | 262,705 | 236,211 | 233,838 | 227,935 | 195,154 | 160,363 | 161,994 | 181,376 |
(1) Attributable to the shareholders of the Company.
Quarterly gold revenue throughout the eight quarters is a function of quarterly production levels, the timing of bullion shipments and changes in average realized gold price, while cash flows from operating activities are also impacted by production costs of each quarter and changes in working capital. Quarterly gold revenue and production costs for the second half of 2025 and the first nine months of 2026 include the results of Goose, including any sales of pre-commercial production. Net income throughout the eight quarters is a function of quarterly revenues, cash operating costs, related taxes and asset impairment charges, where applicable. The net loss in the fourth quarter of 2024 reflects the retroactive application of the additional 10% priority dividend at Fekola resulting in an additional current income tax expense of $13 million. The net income in the second quarter of 2026 reflects a gain on sale of mining interests of $292 million due to the sale of the Finland Properties and a loss on write-off of plant and equipment of $50 million due to the fire at Goose. Net income in the third quarter of 2026 reflects an impairment reversal on Fekola of $212 million, net of deferred tax.
SUMMARY AND OUTLOOK
Consolidated gold production was 634,732 ounces in the first nine months of 2026. Strong year-to-date production from Masbate and Otjikoto, and lower royalty costs at Fekola, helped drive lower than expected consolidated cash operating costs and all-in sustaining costs.
At the Fekola Mine, the Company remains focused on efficient operations at both the Fekola and Cardinal open-pits and Fekola underground. In the third quarter of 2026, open pit activities at Fekola transitioned to waste stripping in Phase 8. This large waste mining campaign will continue through the majority of 2027. The issuance of the Menankoto exploitation permit by the State of Mali during the third quarter, which together with the Dandoko exploration permit forms Fekola Regional, unlocks one of the Company's most important near-term growth opportunities. With the Menankoto exploitation permit now received, mining pre-stripping activities commenced in October and ore is expected to be delivered to the Fekola process plant in the first quarter of 2027, upon completion of the toll milling agreement. Fekola Regional is expected to ramp up operations through the end of 2027, and produce in excess of 150,000 ounces of gold per year from 2028 through the mid-2030’s.
At Goose, remediation repairs as a result of the crushing circuit fire have been completed along with Phase 1 of the planned Goose fixed crushing circuit upgrades. Mill throughput is now averaging 3,200 tpd and is expected to remain at those levels until mid-year 2027, at which time the Company expects to complete Phase 2 upgrades in order that the Goose mill operates at an average of 4,000 tonnes per day. B2Gold continues to target gold production of 300,000 ounces of gold per year over the medium-term.
At Masbate, strong gold production results from the first nine months of 2026 are expected to continue through the remainder of the year. As a result, the Company is lowering its 2026 cash operating cost and all-in sustaining cost guidance for Masbate. Ongoing exploration, permitting and mine planning work is underway to evaluate additional opportunities for mine life extensions at current gold prices.
Similarly, at Otjikoto strong gold production results from the first nine months of 2026 are expected to continue throughout the remainder of the year. As a result, the Company is lowering its 2026 all-in sustaining cost guidance for Otjikoto. Work progressed during the quarter at Antelope, four kilometres southwest of Otjikoto, where surface and underground infrastructure is being established to support the development phase of the Antelope deposit.
The Company is well placed to complete its planned capital and exploration activities for 2026, manage its financial commitments and continue to return capital to its shareholders. In addition to paying a dividend at a yield consistent with its peer group, the Company has continued to repurchase shares under its NCIB. The Company has repurchased 41 million shares to date in 2026 for a total of $205 million in cash and expects to repurchase further shares as the year progresses.
Exploration also remains a key focus as B2Gold seeks to both expand its reserve and resource base at its existing operations as well as greenfield opportunities, including strategic investments in prospective junior exploration companies.
The Company's ongoing strategy is to continue to maximize responsible profitable production from its existing mines, maintain a strong financial position, realize the 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.
OUTSTANDING SHARE DATA
As at November 4, 2026, 1,317,220,545 common shares were outstanding. The Notes, if converted, would result in the issuance of approximately 145 million shares. In addition, the Company had approximately 20 million stock options, approximately 4 million RSUs and approximately 6 million PSUs outstanding at November 4, 2026. The number of shares issued upon the vesting of PSUs could vary from 0% to 200% of the number of PSUs depending on the achievement of certain performance criteria, all other stock-based compensation converts at a 1:1 ratio.
CAUTIONARY STATEMENT ON FORWARD-LOOKING INFORMATION
Production results and production guidance presented in this MD&A reflect the total production at the mines B2Gold operates on a 100% basis. Please see our most recent Annual Information Form for a discussion of our ownership interest in the mines B2Gold operates.
This MD&A includes certain “forward-looking information” (including financial outlook) 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 all-in sustaining costs, and budgets on a consolidated and mine by mine basis, which if they occur, would have on our business, our planned capital and exploration expenditures; 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 2026; projected gold production, cash operating costs and all-in sustaining costs (on a consolidated and mine by mine basis in 2026 for the Fekola Complex, the Otjikoto Mine, the Masbate Gold Project and the Goose Mine; revised all-in sustaining costs of between $2,230 and $2,410 per ounce; 2026 production guidance for Goose expected to be between 170,000 and 200,000 ounces of gold at cash operating costs of between $1,610 and $1,810 per gold ounce produced and all-in sustaining costs of between $2,670 and $2,970 per gold ounce; B2Gold's continued prioritization of operating the Goose Mine in a manner that recognizes Indigenous input and concerns and brings long-term socio-economic benefits to the area; the Goose Mine annual gold production exceeding 300,000 ounces per year over the medium-term; the timeline and cost for repairs of the Goose crushing circuit damaged by the fire and the interim ability to utilize mobile crushers to maintain the planned production profile; the second phase of the crushing circuit upgrades being completed in the first half of 2027 and the costs associated therewith; upon completion of the second phase of the crusher circuit upgrades, the potential for crushing capacity to be increased to an average of 4,000 tpd by the end of the first half of 2027; 2026 Fekola Complex production guidance expected to be between 390,000 and 420,000 ounces of gold at cash operating costs of between $1,060 and $1,160 per gold ounce produced also remains unchanged and revised Fekola all-in sustaining costs guidance to $2,350 to $2,500 per gold ounce sold; Fekola Regional contributing in excess of 150,000 ounces starting in 2028; 2026 production guidance for Otjikoto expected to be between 80,000 to 100,000 ounces of gold at cash operating costs of between $1,200 and $1,300 per gold ounce produced and revised all-in sustaining costs of $1,630 to $1,780 per gold ounce sold; delivery of ore to the Fekola process plant in the first quarter of 2027; 2026 production guidance for Masbate expecting to be between 180,000 and 200,000 ounces of gold at revised cash operating costs guidance to $800 to $900 per gold ounce produced and revised all-in sustaining costs of $1,250 to $1,400 per gold ounce sold; the receipt of the required permit amendments for Gramalote and the potential to develop the Gramalote Project as an open pit gold mine; planned 2026 exploration budgets for Canada, Mali, Namibia, the Philippines, Kazakhstan and other grassroots projects; and the potential payment of future dividends, including the timing and amount of any such dividends, and the expectation that quarterly dividends will be maintained at the same level. All statements in this MD&A 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.
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 mineral 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 Gold 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; 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.sedarplus.ca and www.sec.gov, respectively (the "Websites"). The list is not exhaustive of the factors that may affect B2Gold's forward-looking statements.
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. Any financial outlook in this MD&A is provided for the purpose of providing information about management’s current expectations and plans relating to the future. Readers are cautioned that reliance on such information may not be appropriate for other purposes.
The projected range of all-in sustaining costs includes sustaining capital expenditures, corporate administrative expense, mine-site exploration and evaluation costs and reclamation cost accretion, and exclude the effects of expansionary capital and non-sustaining expenditures. Projected GAAP total production cash costs for the full year would require inclusion of the projected impact of future included and excluded items, including items that are not currently determinable, but may be significant, such as sustaining capital expenditures, reclamation cost accretion. Due to the uncertainty of the likelihood, amount and timing of any such items, B2Gold does not have information available to provide a quantitative reconciliation of projected all-in sustaining costs to a total production cash costs projection. B2Gold believes that this measure represents the total costs of producing gold from current operations, and provides B2Gold and other stakeholders of the Company with additional information about B2Gold’s operational performance and ability to generate cash flows. All-in sustaining costs, as a key performance measure, allows B2Gold to assess its ability to support capital expenditures and to sustain future production from the generation of operating cash flows. This information provides management with the ability to more actively manage capital programs and to make more prudent capital investment decisions.
CAUTIONARY STATEMENT REGARDING MINERAL RESERVE AND RESOURCE ESTIMATES
The disclosure in this MD&A was prepared in accordance with Canadian standards for the reporting of mineral resource and mineral reserve estimates, which differ in some material respects from the disclosure requirements of United States securities laws. In particular, and without limiting the generality of the foregoing, the terms “mineral reserve”, “proven mineral reserve”, “probable mineral reserve”, “inferred mineral resources,”, “indicated mineral resources,” “measured mineral resources” and
“mineral resources” used or referenced in this MD&A are Canadian mineral disclosure terms as defined in accordance with Canadian National Instrument 43-101 - Standards of Disclosure for Mineral Projects (“NI 43-101”) and the Canadian Institute of Mining, Metallurgy and Petroleum (the “CIM”) - CIM Definition Standards on Mineral Resources and Mineral Reserves, adopted by the CIM Council, as amended (the “CIM Definition Standards”). The definitions of these terms, and other mining terms and disclosures, differ from the definitions of such terms, if any, for purposes of the SEC’s disclosure rules for domestic United State issuers. As a foreign private issuer that is eligible to file reports with the SEC pursuant to the MJDS, B2Gold is not required to provide disclosure on its mineral properties under applicable SEC rules and regulations and provides disclosure under NI 43-101 and the CIM Definition Standards. Accordingly, mineral reserve and mineral resource information and other technical information contained in this MD&A may not be comparable to similar information disclosed by companies subject to the SEC’s reporting and disclosure requirements for domestic United States issuers.
Mineral resources that are not mineral reserves do not have demonstrated economic viability. Due to the uncertainty of measured, indicated or inferred mineral resources, these mineral resources may never be upgraded to proven and probable mineral reserves. Investors are cautioned not to assume that any part of mineral deposits in these categories will ever be converted into reserves or recovered. In addition, United States investors are cautioned not to assume that any part or all of B2Gold’s measured, indicated or inferred mineral resources constitute or will be converted into mineral reserves or are or will be economically or legally mineable without additional work.
Historical results or feasibility models presented herein are not guarantees or expectations of future performance. Mineral resources that are not mineral reserves do not have demonstrated economic viability. Due to the uncertainty of measured, indicated or inferred mineral resources, these mineral resources may never be upgraded to proven and probable mineral reserves. Investors are cautioned not to assume that any part of mineral deposits in these categories will ever be converted into reserves or recovered. In addition, United States investors are cautioned not to assume that any part or all of B2Gold’s measured, indicated or inferred mineral resources constitute or will be converted into mineral reserves or are or will be economically or legally mineable without additional work.
QUALIFIED PERSONS
William Lytle, Senior Vice President and Chief Operating Officer, a qualified person under National Instrument 43-101, has reviewed and approved the disclosure of all scientific and technical information related to operational matters contained in this MD&A. Andrew Brown, P. Geo., Vice President, Exploration, a qualified person under NI 43-101, has approved the scientific and technical information regarding exploration matters contained in this MD&A.