B2Gold Corp Initation Raymend James

7/22/2019 B2Gold Corp Initation Raymend James

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Canada ResearchPublished by Raymond James Ltd.

Please read domestic and foreign disclosure/risk information beginning on page 28 and Analyst Certification on page 29.Raymond James Ltd. | 2100 925 West Georgia Street | Vancouver BC Canada V6C 3L2

B2Gold Corp. October 3, 2012

BTO-TSX Company Report - Initiation of CoverageChris ThompsonM.Sc. (Eng), P.Geo | 604.659.8439 | [email protected]

Brian Martin(Associate) | [email protected]

Mining | Precious Metals - Gold

B2Gold - A Go2 Growth-Focused Golden Opportunity

EventWe are re-initiating coverage on B2Gold Corp. (BTO-TSX) with an Outperform

rating and a C$5.50 target price.

RecommendationWe recommend buying B2Gold on the production growth potential offered by

a two-mine production base, complemented by the proposed merger with CGA

Mining Ltd; development potential offered by two gold development stage

projects; and a portfolio of attractive exploration projects.

Analysis Managements Track Record.A track record of past and current success in

development, operating, and exploration sets B2Gold apart from its gold-

producing peers as an aggressive growth-orientated emerging mid-tier gold

producer that continues to build on a track record of delivering on guidance.

Near-term (2012 2014) Growth Driven by M&A + Development. A near-term focus of B2Gold is concluding the merger with Philippine miner CGA

Mining, and turning discovery into near-term production and cash flow

growth through the delivery of higher grade ore to the La Libertad mill.

Medium-term (2015 2016) Development Potential. The acquisition ofthe Otjikoto Project (92%) in Namibia further attests to B2Golds prowess

in M&A, and provides for production growth potential beyond Nicaragua

and the Philippines. The development of the Gramalote Project (49%) in

Colombia offers longer-term (undetermined) production growth potential. Compelling Exploration Upside. In addition to B2Golds mine-site

exploration successes, joint venture (JV) partnerships continue to deliver

positive exploration news from a portfolio of projects in Nicaragua and

Uruguay, supported by $18 million in funding, to B2Golds account this year.

Strong and Flexible Balance Sheet. We estimate exit-2012 cash reserve(~$177 mln; on a consolidated B2 Gold/CGA basis) enhanced by a credit

facility isnt expected to deplete significantly, despite B2Golds aggressive

exploration and development funding.

ValuationOur C$5.50 target price is derived by applying a 10.0x target multiple to our

2013E CFPS estimates plus a C$0.49/share attributable value given for B2Golds

development and exploration assets. We also anticipate and factor a successful

merger with CGA Mining (to be concluded late this year), into our valuation.Please refer to our Valuation and Recommendation section for further details.

CFPS 1Q 2Q 3Q 4Q Full Revenue NAVPS

Mar Jun Sep Dec Year (mln)

2011A US$0.07 US$0.08 US$0.06 US$0.10 US$0.32 US$225

2012E 0.07A 0.07A 0.06 0.07 0.26 258 3.83

2013E 0.12 0.12 0.13 0.13 0.49 660

Source: Raymond James Ltd., Thomson One

Rating & Target

Outperform 2

Target Price (6-12 mos): Old: UR New: C$5.50

Current Price ( Sep-28-12 ) C$3.94Total Return to Target 39%

52-Week Range C$4.55 - C$2.64

Market Data

Market Capitalization (mln) C$1,577

Current Net Debt (mln) -C$77

Enterprise Value (mln) C$1,500

Shares Outstanding (mln, f.d.) 397.2

10 Day Avg Daily Volume (000s) 8,207

Dividend/Yield C$0.00/0.0%

Key Financial Metrics

2011A 2012E 2013E

P/CFPS

12.2x 14.7x 7.9x

P/NAV

1.0xAu Price (US$/oz)

US$1,571 US$1,660 US$1,760

Attributable Au Production (oz's)

144,604 153,380 402,799

Au Total Cash Cost (US$/oz)

US$528 US$596 US$588

EPS

US$0.16 US$0.13 US$0.38

Company Description

B2Gold is an emerging mid-tier gold producer with a

robust growth profile from existing operations,

development stage project pipeline and an attractiv

portfolio of exploration joint ventures.


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Canada Research | Page 2 of 35 B2Gold Corp

Raymond James Ltd. | 2100 925 West Georgia Street | Vancouver BC Canada V6C 3L2

Table of Contents

Investment Overview .......................................................................................................... 2

Company Snapshot ............................................................................................................. 6

Valuation & Recommendation ........................................................................................... 17

Corporate Structure ............................................................................................................ 19

Appendix A Management Team ...................................................................................... 21

Appendix B Financial Statements .................................................................................... 22

Appendix C Corporate Tearsheet ..................................................................................... 24

Appendix D Industry Comparables .................................................................................. 25

Appendix E Company History and Share Price ................................................................. 26


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B2Gold Corp. Canada Research | Page 3 of 35


Investment Overview

Led by an experienced management and development/exploration team, we believe

B2Gold offers an aggressive production growth profile and leverage to the gold price,

supported by a Nicaraguan production base and a strong and flexible balance sheet. The

companys near-term production growth profile is complemented by assets derived

from two M&A events, the Masbate mine in the Philippines (recently announced merger

with CGA Mining Ltd. which we anticipate will be completed by year-end) and theOtjikoto development stage project in Namibia (acquisition of Auryx Gold completed

late last year). The companys comprehensive property portfolio also includes the

Gramalote project in Colombia (49% B2Gold 51% AngloGold Ashanti), a prospective

portfolio of exploration projects governed by JVs in Nicaragua, the Cebollati project in

Uruguay, and the Bellavista mine (currently on care and maintenance) in Costa Rica.

Key reasons to own B2Gold include: (1) A track record of delivering value from

production, development, exploration, and M&A; (2) near-term production growth; (3)

medium- / longer-term term development potential; (4) compelling exploration upside;

(5) strong and flexible balance sheet; (6) leverage to the gold price.

Managements Track Record

Past Success: B2Golds management includes the former executive andmanagement team of Bema Gold Corp, a company that grew from junior explorer

to an international gold producer before being acquired by Kinross Gold Corp. in

February 2007 for $3.5 billion.

Current Success Operations: Managements recent accomplishments areunderpinned by development and mine-site exploration success in Nicaragua, more

specifically the conversion of the La Libertad mine from a heap leach mine to a

conventional milling operation, reserve/resource expansion at La Libertad and El

Limn, and the high grade Jabali exploration discovery.

Production Growth Cost Control: The application of operating / development /and exploration expertise has enabled B2Gold to quickly capitalize on operational

and exploration successes and deliver consistent production growth from its

Nicaraguan production base while maintaining a steady-state cost profile, apeculiarity in todays high cost operating environment.

M&A: B2Golds development, operational and exploration successes arecomplemented by an active corporate merger and acquisition strategy, which has

provided the company with an attractive production base, and an aggressive near-

term production growth plan (Auryx Gold: Otjikoto; CGA Mining: Masbate).

Near-term (2012 2014) Production Growth (2012E: 153 Koz @ $596 / oz 2014E: 435

Koz @ $529 / oz)

A key near-term focus of B2Gold is the turning of discovery into near-termproduction and cash flow growth through the exploitation of ore from the Jabali

high grade deposits. The inclusion of Jabali ore in La Libertad mill feed, beginning by

year-end, drives lower cash operating costs and near-term production growth fromthe companys Nicaraguan production base. Also, the inclusion of CGAs Masbate

project in the Philippines adds significantly to B2Golds near-term production

growth profile (Raymond James Ltd.s production estimates for Masbate 2013E:

213 Koz; 2014E: 221 Koz), with additional potential offered through the inclusion of

higher grade ore in the Masbate mill feed.


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Medium-term (2015 2016) Development Potential (Otjikoto, Masbate and

Gramalote)

The acquisition of the Otjikoto Project (92%) in Namibia, and the recent proposedmerger with CGA Mining attest to B2Golds prowess in M&A, and provides the

company with production growth potential beyond that delivered from Nicaragua

and the Philippines (Otjikoto feasibility study anticipated 4Q12). The further

development of the Masbate project (being considered by CGA prior to the

announcement of the B2Gold / CGA merger) offers additional undetermined (andun-modeled) production growth potential. Also, the development of the Gramalote

Project (49%) in Colombia offers longer-term additional undetermined production

growth potential (prefeasibility study anticipated 2H12).

Compelling Exploration Upside (Radius Gold JV: Trebol; Calibre Mining JV: Primavera;

Cebollati)

In addition to B2Golds mine-site exploration successes, the company and its jointventure partners continue to deliver positive exploration news from a prospective

portfolio of projects in Nicaragua and in Uruguay, supported by $18 million in

funding, to B2Golds account this year.

Strong and Flexible Balance Sheet

B2Golds development plans for the Masbate mine are currently unknown(guidance is anticipated by year-end once the B2Gold / CGA transaction closes).

Raymond James Ltd. assumes a steady-state operating scenario at Masbate.

Assuming no near-term expansion plans at Masbate, cash reserves at June 30, 2012

(~$77 million from B2Gold and ~$80 million from CGA) supported by an undrawn

$25 million B2Gold credit facility arent expected to deplete significantly in the

near-term, despite the companys aggressive near-term funding of exploration and

development in Nicaragua and Namibia.

Leverage to the Gold Price

B2Golds stock price correlates well with the Spot Gold price (3-Year CorrelationCoefficient: 0.97), which offers investors with a proxy for investing in gold.

Risks to our 12 month outlook on B2Gold

Development Risk.2013 and 2014 are critical years for B2Gold as it prepares todouble existing production by developing its Jabali (La Libertad) and Otjikoto

projects; two initiatives that investors currently pay for via crediting the company

with a premium valuation (on a P/CFPS and P/NAV basis), compared with its gold-

producer peer group. Also key is B2Golds ability to successfully execute on its

operational / development plan for Masbate (currently unknown). Key potential

catalysts are the commencement of ore haulage from Jabali and the tabling of a

positive feasibility for Otjikoto, both anticipated by year-end. Raymond James Ltd.

assumes a steady-state operating scenario at Masbate.

Political Risk.B2Golds asset base is located in Nicaragua, Namibia, and Colombia.

With the successful merger of B2Gold and CGA, this asset base will also includeCGAs Masbate operation in the Philippines.

Nicaragua is the largest country in the Central American isthmus, bordered by

Honduras to the north and Costa Rica to the south. Despite Nicaraguas rank as the

second poorest country in the Western Hemisphere, next to Haiti, the country

remains a stable democracy with Daniel Ortega as president reelected in November

2011 (63% of the democratic vote) for a 5-year team, his third term. B2Golds

presence in Nicaragua is significant, being the countrys biggest single overseas


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investor and taxpayer, the largest exporter and, with more than 2,000 local

workers, the third-biggest private employer.

Whilst mining ranks as the biggest contributor to Namibia's economy in terms of

revenue, and infrastructure is rated as one of the best in Africa, changes in tax and

royalty rates are being considered. An export levy on raw materials, increases in the

corporate income tax rate, and a windfall tax on profits are being considered. Also,

whilst the risk of nationalization of mining projects in Namibia is low, uncertainty

prompted by last years declaration of uranium, copper, gold, zinc and coal asstrategic minerals for exploitation by state-owned Epangelo Mining should be

noted.

A major mining reform was undertaken last year in the Philippines including a

moratorium on new projects. A new executive order detailing the government's

policy on mining was signed in July, and is waiting to be implemented. The

moratorium on new projects remains and is expected to be lifted when a new law

passes by the Philippines congress giving the government a larger share in resource

contracts. Whilst Masbates rank as the largest operating gold project in the

Philippines and a model for gold mining development in the country, risk of an

increase in royalties (currently 2%) and a level of revenue-sharing should be noted.

Security and geopolitical risks remain a concern in Colombia; however, withAngloGold Ashantis position of majority owner and project operator at Gramalote,

these risks are mitigated. Certain parts of the Philippines are associated with a high

security risk, namely central and western Mindanao. However, Masbates economic

importance to the island of Masbate offers a high degree of security.

Gold Price Risk. A drop in the gold price could cause deterioration in B2Goldsability to fund its development project pipeline, part of which Raymond James Ltd.

estimates will be financed via cash flow.

Cost Inflation Risk.Our outlook assumes certain future capital and operating costsfor development projects. Although we apply conservative estimates to these

assumptions there is a risk that we have understated these costs or that these costs

may increase in the future.

Operational and Labour Risk. There is a risk that the El Limon, La Libertad andMasbate operations suffer accidents or disruptions to production or development

which could impair the value of the assets. Risks of labour disruptions due to strike

action may also impact production and profitability.

We also note that Nicaragua and the Philippines are located in active earthquake

regions. A 6.3-magnitude earthquake that destroyed Nicaraguas capital in 1972

leveled all but five of the citys major buildings, claiming some 10,000 lives and

displacing half the citys population.


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Company Snapshot

The companys focus is threefold: to expand production from its Nicaraguan gold mines,

namely the currently producing, and flagship operation, the La Libertad open-pit gold

mine, and the currently producing El Limn open-pit / underground gold mine; to

develop the Otjikoto project in Namibia to production and co-develop the Gramalote

project in Colombia (a 49%/51% B2Gold/AngloGold Ashanti joint venture); and advance

a portfolio of projects and joint ventures that include the Primavera JV (51%/49%B2Gold/Calibre Mining), the Cebollati project in Uruguay, and the Bellavista mine (care

and maintenance) in Costa Rica. The recently proposed merger with CGA Mining and the

acquisition of CGAs Masbate operation offers similar potential through development /

operation and exploration in the Philippines.

Management Track Record

B2Gold was founded in 2007 by the former executive and management team of Bema

Gold Corporation, a company acquired by Kinross Gold Corporation through a $3.5

billion transaction in February 2007.

More recently, B2Gold acquired Central Sun Mining Inc. (1Q09), owner of the La

Libertad and El Limn mines and the Bellavista property (all share transaction valued at

~$74.8 million) and successfully converted the La Libertad mine from a heap leach mine

to a conventional milling operation (commercial production achieved on February 1,

2010). A second ball mill was installed and commissioned in 2010 which increased the

design throughput to ~5,500 t/d.

B2Gold has delivered a history of production and resource growth from its operations

(specifically La Libertad) while maintaining a steady-state cost profile, complemented by

exploration success. This exploration promises to translate into near-term production

growth at the companys operations, notably La Libertad (Jabali discovery) and a steady

addition of resources, net of production.

B2Gold has also built a track record of consistently delivering annual consolidated

production and operating costs in-line with guidance, which has instilled market

confidence and rewarded the company with a high P/CFPS multiple (~15.0x 2012E

CFPS). This has translated into a healthy track record of delivering consistent cash flowsince 4Q10 on a quarter-by-quarter basis, apart from 3Q11 4Q11 when B2Gold held

over the sale of 3,907 ounces of gold to 4Q11 to capture higher gold prices. Also, cash

flow per share for 1Q12 2Q12 was affected by ~10% dilution of B2Golds share base

(37.2 million shares issued to buy Auryx Gold).

Of note, La Libertad (B2Golds flagship asset) has also demonstrated a history of

production and operating costs that have either matched or beaten guidance; an

impressive record in an environment of disappointment and cost inflation.

Exhibit 1: B2Gold Historical Production and Cash Cost Guidance vs. Realized Values

2010 2011 2012 2010 2011 2012

Cash Cost Guidance (US$/oz) Production Guidance (k oz)

La Libertad $545-$565 $440-$460 $550-$575 La Libertad 70 90 102-110El Limon $675-$685 $720-$740 $700-$725 El Limon 40 45 48-50

Consolidated $595-$605 $540-$560 $590-$625 Consolidated 110 135 150-160

Reported Cash Costs (US$/oz) YTD Reported Production (k oz) YTD

La Libertad $522 $460 $502 La Libertad 69 100 49

El Limon $710 $678 $773 El Limon 40 45 22

Consolidated $591 $528 $585 Consolidated 109 145 71

Source: B2Gold Corp., Raymond James Ltd.


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Exhibit 2: Quarterly Production (2009-2Q12) Exhibit 3: Quarterly Cash Costs, Gold Price & CFPS (2009-2Q12)

0

5

10

15

20

25

30

35

40

45

2009-2Q12GoldPro

duction(koz)

El Limon Prod'n (k oz) La Libertad Prod'n (k oz)

(0.01)

0.01

(0.00)(0.00)

0.00

0.04

0.070.07

0.08

0.06

0.10

0.07 0.07

(0.02)

-

0.02

0.04

0.06

0.08

0.10

0.12

0

200

400

600

800

1000

1200

1400

1600

1800

CFPS(exclWC)$US/share

CashOp.CostRealized

GoldPrice($US/oz)

CFPS (excl WC)// sha re Go ld Pric e US$ /oz Cons. Op . Cash Costs (US$ /oz)


Exhibit 4: Resource Growth at El Limon and La Libertad (Koz Au)

0

100

200

300

400

500

600

700

0

500

1,000

1,500

2,000

2,500

2008 2009 2010 2011

ElL

imonan

dLiberta

dReserves

(koz

)

ElLimonan

dLiberta

d2P+Resources

(koz

)

El Limon 2P+M&I +Inf (k oz) La Libertad 2P+M&I+Inf (k oz)

La Libertad 2P (k oz) El Limon 2P (k oz)


La Libertad and El Limn The Cash Flow Generators

The discovery of the high grade Jabali zones, a short truck haul from La Libertad mill, is

an example of B2Golds ability to turn near mine-site exploration potential to near-term

production growth. Raymond James Ltd. models the commencement of ore haulagefrom Jabali to the La Libertad mill in late 2012E. Raymond James Ltd. anticipates that

Jabali ore will comprise 25% of La Libertads mill feed throughout 2013E and 35%

throughout 2014E, effectively replacing spent ore, previously processed from heap leach

operations. The inclusion of Jabali ore as La Libertad mill feed promises to increase mill

feed grade (Raymond James Ltd. forecasts - Av 2012E: 1.8 g/t, Av 2013E: 2.3 g/t, Av

2014E: 2.8 g/t) which will drive an increase in La Libertads production (Raymond James

Ltd. forecasts 2012E: 105 Koz; 2013E: 139 Koz; 2014E: 167 Koz) and lower cash

operating costs (Raymond James Ltd. forecasts 2012E: ~$544/oz; 2013E: ~$383/oz;

2014E: ~$327/oz) from the same tonnage of ore.


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Exhibit 5: La Libertad and El Limon Operating and Financial Forecasts

La Libertad Unit 2012E 2013E 2014E El Limon Unit 2012E 2013E 2014E

Operating Summary Operating Summary

Tonnes milled k tonnes 2,023 2,008 2,008 Tonnes milled k tonnes 399 409 406

Gold Production k oz 105 139 167 Gold Production k oz 49 51 47

Grade g/tonne 1.8 2.3 2.8 Grade g/tonne 4.2 4.2 3.9

Recovery % 92% 92% 92% Recovery % 91% 92% 92%

Operating costs US$/tonne 28.5 26.5 27.2 Operating costs US$/tonne 87.3 80.4 82.5

Cash operating costs US$/oz 544 383 327 Cash operating costs US$/oz 709 645 712Total cash costs US$/oz 604 471 412 Total cash costs US$/oz 808 751 814

CAPEX (including Jabali) US$ 000 48,700 37,000 13,000 CAPEX US$ 000 21,300 15,000 15,000

Exploration US$ 000 8,350 4,000 4,000 Exploration US$ 000 4,600 4,000 4,000

Gold Price US$/oz 1,660 1,760 1,700 Gold Price US$/oz 1,660 1,760 1,700

Financial Summary Financial Summary

Net Revenue US$ mln 167 232 270 Net Revenue US$ mln 76 84 75

Operating Costs (Total) US$ mln 57.6 53.1 54.5 Operating Costs (Total) US$ mln 34.4 32.9 33.5

Operating Profit US$ mln 110 179 215 Operating Profit US$ mln 41 51 42

Source: Raymond James Ltd.

In addition, the Otjikoto Project (92%) development potential in Namibia and the

Gramalote Project in Colombia (a 49% 51% B2Gold AngloGold Ashanti JV), offersshareholders additional medium-term production growth potential.

Masbate (via the Proposed Merger with CGA Mining)

The successful completion of the proposed merger of B2Gold and CGA Mining and the

acquisition of CGAs 100% interest in the Masbate Project in the Philippines for net

~C$1,030 million (shares worth ~C$1,010 million, based on B2Gold share price of

$3.97/share, less $32 million CGA working capital plus $51 million in LT liabilities) is

anticipated by year-end and supports B2Golds prowess in the M&A space.

The Masbate Project was originally operated for 14 years (1980 1994) as an open pit

and underground mine exploiting oxide, transition, and fresh material with subsequent

processing using CIL and heap leach processing. The operation reportedly closed due to

low commodity prices. The construction of a 4 Mtpa plant was completed on schedulein February 2009 for a total capital expenditure of $178 million, followed by the first

gold pour on May 12, 2009. The addition of a second ball mill enabled the grinding

circuit to operate above design capacity achieving ~5 Mtpa throughput by year-end.

To the end of 2Q12 the Masbate plant has processed 15.3 Mt of material at an average

grade of 1.16 g/t Au (432 Koz). Process recovery averaged 84.9% for the period July

2009 to March 2012.

The project has a record of achieving consistent growth and quarterly improvements in

gold production, throughput, and plant availability, apart from 2H11 when the SAG mill

suffered a sudden and unexpected failure. The milling of oxide, fine ore through the ball

milling circuit, bypassing the SAG mill, commenced within 11 days of the failure and

normal milling resumed in late December 2011. Efficiencies were also enhanced by the

commissioning of a supplementary crushing circuit. The successful re-commissioning of

the repaired SAG mill prompted CGA management to issue production guidance of

100,000 ounces during 1H12, which was met (100,013 oz). Masbate achieved record

quarterly production of 50,813 ounces for 2Q12 (1,728,751 tonnes grading 1.08 g/t Au

with 84% recovery) and operated above expectations with mill availabilities for 1H12

averaging 94.8%. Since re-commissioning, the SAG mill has consistently operated at or

above 6.6 Mtpa with the highest throughput recorded in May, reaching an annualized

throughput rate of 7.6 Mtpa.


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Raymond James Ltd. forecasts ~195 Koz production at a cash operating cost of ~$770/oz

in 2012E increasing to ~210 Koz at a cash operating cost of ~$710/oz in 2013E and ~220

Koz at a cash operating cost of ~$640/oz in 2014E.

Raymond James Ltd. models ramped mill throughput to 17,500 tpd by 4Q12E and20,500 tpd by 4Q13E at a head grade of 1.1 g/t Au (2013E 2014E) and recoveries of

84%. We note that this assumes a grade in excess of Masbates stated reserve grade of

0.83 g/t Au. Sustaining capital is estimated at ~$15 million per annum over an estimated

12 year mine life (based on an estimated reserve base of 115 Mt grading 0.8 g/t Aucontaining 3,168,000 ounces of gold, announced in October 2011).

The inclusion of Masbate in B2Golds production profile, together with the companys

Nicaraguan operations, offers potential to boost annual production to ~400 Koz in

2013E and over 430 Koz in 2014E. Near-term operating cash flow is estimated to grow

from $0.26/share in 2012E to $0.49/share in 2013E and $0.60/share in 2014E

(benefiting from the settlement of a gold hedge in 2013E).

CGA carries a gold hedge detailed in Exhibit 6. As at December 31, 2012 the hedge

totaled 50,225 ounces at an average price of $912.76/oz deliverable in 2013.

Exhibit 6: CGA Hedge Position

Expiry Date Settlement Date Total oz Avg. Price

26-Apr-2012 - 31-Dec-2012 30-Apr-2012 - 31-Dec-2012 43,689 $880.12

29-Jan-13 - 27-Dec-2013 31-Jan-2013 - 31-Dec-2013 50,225 $912.67

Source: CGA Mining, Raymond James Ltd.

Raymond James Ltd.estimates a NAV5% of $947 million ($1.41/share), a 12% discountto CGAs purchase price, after adjustments for working capital and LT debt.

Exhibit 7: Masbate Operating and Financial ForecastsMasbate Unit 2012E 2013E 2014E

Operating Summary

Tonnes milled k tonnes 6,489 7,212 7,483

Gold Production k oz's 194 213 221

Grade g/tonne 1.1 1.1 1.1

Recovery % 84% 84% 84%Operating Costs US$/tonne 22.9 20.9 19.0

Cash operating costs US$/oz 770 707 643

Total cash costs US$/oz 800 738 677

CAPEX U$ 000 16,148 15,000 15,000

Gold Price US$/oz 1,660 1,760 1,700

Financial Summary

Net Revenue US$ mln 263 333 376

Operating Costs (Total) US$ mln 142 151 142

Operating Profit US$ mln 116 175 226



10/35



Exhibit 8: Production Growth (2011-2014E) Exhibit 9: Cash Costs, Gold Price and CFO/share (2011-2014E)

0

50

100

150

200

250

300

350

400

450

500

2011 2012E 2013E 2014E

2011-2

014EGo

ldPro

duc

tion

(koz

)

Masbate Prod'n (k oz) El L imon Prod'n (k oz) La Libertad Prod'n (k oz)

0.32

0.26*

0.49

0.60

0.00

0.10

0.20

0.30

0.40

0.50

0.60

0.70

0

200

400

600

800

1000

1200

1400

1600

1800

2000

2011 2012E 2013E 2014E

CFPS(exc

lWC)US$/share

Cash

Op.

Cost

&RJL

Go

ldPrice

($US/oz

)

CFPS (excl WC) // sha re Go ld Price US$ /o z C on s. Op . Ca sh Co sts (US$/oz)

*CFPSdecrease due to share

issuance from Auryx acquisition

Near term production growth e stimated to grow

from 145 k oz in 2011 to 435 k oz in 2014E


Otjikoto (92% ownership)

The successful acquisition of a 92% interest in the Otjikoto Project in Namibia for net

~C$97 million (shares and minor cash worth ~C$115 million less $17.8 million Auryx cash

balance) by completing a business combination with Auryx Gold in late 2011, further

supports B2Golds prowess in the M&A space. Raymond James Ltd. forecasts fully

financed production from Otjikoto commencing in 2015E (10.5 year mine life) at 110 Koz

at a LOM cash operating cost of ~$680/oz. Raymond James Ltd. models a mineralresource of 24.93 million tonnes at a grade of 1.74 g/t Au containing 1,392,690 ounces

of gold, consistent with an estimate of an optimized indicated resource for Otjikoto

using a cut-off grade of 0.4 g/t Au (announced in April 2012).

Raymond James Ltd.estimates a NAV5% (recognizing B2Golds 92% ownership) of $133million ($0.20/share), a premium to Auryx Golds purchase price, less cash acquired

during the transaction. Confirmation of Otjikotos economics will be verified in afeasibility anticipated in 4Q12. The addition of Otjikoto to B2Golds production profile

offers the potential to boosts the companys total production to plus-525 Koz at a cash

operating cost of


11/35



Exhibit 11: Production Growth, Cash Costs, Gold Price (2011-2016E)

0

200

400

600

800

1000

1200

1400

1600

1800

2000

0

100

200

300

400

500

600

2011 2012E 2013E 2014E 2015E 2016E

GoldPriceandOp

.Cost(US$/oz)

2011-2014EGoldP

roduction(koz)

Masbate Prod'n (k oz) Otjikoto Prod'n (k oz) El Limon Prod'n (k oz)

La Libertad Prod'n (k oz) RJL Gold Price ($/oz) Op. Cash Costs ($/oz)


Gramalote (49% ownership)

The development potential offered by the Gramalote project in Colombia (49% B2Gold

51% AngloGold Ashanti) offers longer-term growth potential.

Highlights from 2011 and 2012 work programs on the Gramalote property include

positive metallurgical test results showing in excess of 90% recovery and encouraging

drill results from Gramalote Central and outside targets indicating the potential for a

larger resource. In April 2012 the joint venture tabled a new resource estimate that

significantly increased the size of the Gramalote deposit (currently hosting a global

resource of 193 million tonnes grading 0.63 g/t Au, using a 0.25 g/t cut-off; see Exhibit

12). The joint venture is currently conducting exploration, feasibility and development

work budgeted at $18 million for 2012 and funded on a pro rata basis. A prefeasibility

study is scheduled to be completed in 2H12 and a final feasibility study is planned for4Q13 with commencement of production slated for 2016.

The development of the Gramalote Project is viewed by JV partner AngloGold Ashanti as

a precursor and demonstrator of AngloGold Ashantis operating and sustainability

credentials, to developing the massive La Colosa Project (24 million ounces). Production

from La Colosa is anticipated in 2019.

Exhibit 12: Gramalote Resources and Valuation

Gramalote (100% Resource shown, B2Gold is 49%) Gramalote Valuation (49%) Unit

Location Category Tonnes ('000) Au (g/t) Au (k oz) Cut-Off (g/t) Attrib. Au oz's (49%)

Gramalote Central Measured 30,501 0.85 834 0.25 Measured k oz 408

Gramalote Central Indicated 66,607 0.79 1,692 0.25 Indicated k oz 829

Gramalote Central Inferred 52,159 0.35 587 0.25 Inferred k oz 665

Trinidad Inferred 43,529 0.55 770 0.25 Total k oz 1,902

Total Resources Measured 30,501 0.85 834 0.25 Applied value per oz C$/oz $70

Indicated 66,607 0.79 1,692 0.25

Inferred 95,688 0.44 1,357 0.25 Total Value (C$ 000) 133,151

M&I 97,108 0.81 2,525 0.25

Total Resources M&I & Inf 192,796 0.63 3,882 0.25 $ per share C$/share $0.20



12/35



Exhibit 13: Location- Gramalote Project

Source: B2Gold Corp.

Bellavista (100% ownership)

The Bellavista Mine in Costa Rica was previously operated by Glencairn GoldCorporation as a heap leach operation and hosts ~7.9 million tonnes grading 1.44 g/t Au

(~365 K in-situ oz) and ~8.7 million tonnes grading 1.5 g/t Au (~421 K in-situ oz), as of

1Q07. Mining operations were suspended by Glencairn in July 2007 due to indications of

potential ground movement, which in part was caused by water saturation due to

abnormally high rainfall during the preceding several years. Following the suspension of

mining operations, Glencairn undertook a program of rinsing the heap leach with fresh

water to remove cyanide from the heap, and a monitoring program to evaluate ground

movement concerns. In October 2007, a landslide at the Bellavista Mine occurred

resulting in damage to the east side of the heap leach pad and the recovery plant. The

preventative measures taken by Glencairn averted a potential environmental disaster.

The B2Golds reclamation activities continue with the planting of trees on portions of

the waste dump area and with work programs focused on controlling runoff from rainstorms and keeping water levels from building up in the slide area. B2Gold is

investigating various alternatives relating to the Bellavista property, including the

potential for re-opening the mine on the Bellavista property using different

technologies, including a milling and carbon-in-leach process.

The development potential offered by the Bellavista Project is unknown and as such

Raymond James Ltd. recognizes no value for Bellavista in our B2Gold valuation.


13/35



Calibre Mining JV Primavera Project

The Primavera gold-copper project forms part of the Borosi concession option

agreement with Calibre Mining Corp, whereby B2Gold will earn a 51% interest in specific

concessions within the Borosi area by year-end. B2Gold may elect to carry an individual

prospect within the concession area through to a Preliminary Feasibility Study for an

additional 14% interest in the prospect.

B2Gold has a 2012 exploration budget of $4.0 million (at B2Golds interest) to fund

drilling. B2Gold and Calibre recently announced drill results that discovered significant

porphyry style gold and copper mineralization at the Primavera project within the Borosi

concessions in north east Nicaragua. Selected phase 1 drill results include:

Hole PR-11-001: 276.8 m of 0.50 g/t Au and 0.21% Cu from surface, including 103 mof 0.78 g/t Au and 0.32% Cu,

Hole PR-11-002: 261.7 m of 0.78 g/t Au and 0.3% Cu from surface, including 134.5m of 1.01 g/t Au and 0.36% Cu,

Hole PR-11-003: 323.2 m of 0.41 g/t Au and 0.18% Cu from surface, including 146.5m of 0.65 g/t Au and 0.27% Cu,

Hole PR-11-011: 159.5 m of 0.46 g/t Au and 0.2% Cu from surface, including 88.7 m

of 0.53 g/t Au and 0.22% Cu.

Exploration drilling going forward will continue with two drill rigs (a 12,000 m phase II

program which commenced in June 2012) with the focus on infill drilling of the main

Primavera zone as well as the testing of additional porphyry and vein targets. Drilling

will also test for the displaced mineralization to the west of the main Primavera zone.

Results are pending.

Exhibit 14: B2Gold-Calibre JV Work Plans / Budget (2010 2012)

Year Work Program Budget / Actual (US$ mlns)

2012 12,000 m of drill program 4.002011 Drilling, trenching, sampling, geochem 1.342010 5,000 m drill program 2.84


Radius Gold JV Trebol and Pavon Projects

Earlier this year, B2Gold acquired a 100% interest in the Trebol and El Pavon gold

properties in Nicaragua from Radius Gold Inc. for $20 million payable in shares (4.8

million shares) to acquire a 100% interest in the Trebol and El Pavon gold properties in

Nicaragua. In addition, B2Gold has agreed to make contingent payments to Radius of

$10 per ounce of gold on 40% of any proven and probable mineral reserves in excess of

500,000 ounces (on a 100% basis). B2Gold had earned a 60% interest in the Trebol and

Pavon properties by spending $4 million on exploration. In addition, B2Gold has a 60%

40% joint venture with Radius that governs the San Jose and La Magnolia properties,

with each party contributing 60% and 40%, respectively, of the exploration expendituresof each joint venture.

The Trebol property, located in northeastern Nicaragua, is a low sulphidation epithermal

hot springs district consisting of numerous strong gold anomalies spanning over 14 km

of strike length. The Pavon resource property, located in central Nicaragua, is a low

sulphidation system discovered by Radius in 2003. Several veins occurring over a strike

length of 6 km have been explored with trenches and diamond drill holes.


14/35



The 2012 exploration program (5,000 m of drilling budgeted at $2.4 million for B2Gold)

is focused on 5,000 m of drilling on the Trebol, San Jose and Pavon targets located along

the 6 km northeast trending belt of continuously mineralized volcanic rock.

Exhibit 15: Radius Gold JV Work Plans (2010 2012)


2012 5,000 m dri ll program 2.402011 4,000 m dri ll program 2.872010 3,000 m drill program (Trebol), trenching (Pavon) 1.63


Cebollati Project

The Cebollati Property is located 180 km northeast of Montevideo in southern Uruguay.

The Cebollati Property has excellent paved road access approximately 8 km from a

highway in rolling farm country. B2Gold is earning an 80% interest in the Cebollati

Property for $1 million in cash (paid) and by funding all exploration through to

feasibility. Additional obligations include the completion of a feasibility study, a per

ounce gold payment, and a net smelter royalty for additional production.

Concentrated drilling in two zones, the Southern and Windmill zones, has confirmed the

existence of continuous, shallow, mineralized zones which are open along strike and to

depth. In conjunction with the trenching, each of these zones extends for in excess of

400 m within a mineralized system, which has been defined over greater than 2.2 km in

strike length. Mechanical stripping has been done to increase the understanding of the

mineralization controls in the Southern Zone. Selected drill results from 2011 drilling

includes:

Hole UC11-019: 11.15 m of 11.59 g/t Au within a broader 23.85 m interval ofmineralization grading 5.69 g/t Au,

Hole UC11-032: 7.55 m of 4.51 g/t Au including 12.81 g/t Au over 2.3 m,

Hole UC11-037: 4 m of 4.04 g/t Au and 8 g/t Au over 2.84 m.

The 2012 exploration program for the Cebollati Property has a budget of $3.4 million,

which includes 4,000 m of drilling and the stripping of two 50 by 20 m areas to

understand the geology.

Exhibit 16: Cebollati Work Plans (2010 2012)


2012 4,000 m drill program, stripping 3.402011 8,500 m dri ll program 4.192010 mapping, sampling, trenching 1.01



15/35



Strong and Flexible Balance Sheet

B2Gold had ~$77 million in cash and equivalents at June 30, 2012 and a $25 million

credit facility (currently undrawn). B2Golds treasury will benefit from CGAs cash

reserves of $80 million which will contribute to our 2012E year-end cash balance

estimate of $177 million once the B2Gold / CGA transaction closes. Raymond James Ltd.

forecasts a steady increase in year-end cash reserves (2012E: ~$177 million; 2013E:

~$340 million; 2014E: ~$589 million) despite B2Golds aggressive funding of exploration

and development (see Exhibit 17), and no additional capital expenditures (beyond ourmodeled $15 million sustaining capital estimate) are incurred.

Exhibit 17: B2Gold Cash Balance (2009-2016E)

US$ mlns 2011A 2012E 2013E 2014E 2015E 2016E

Cash Balance (EOP) 102.3 176.7* 339.2 588.6 887.9 1,211.3

Cash Flow from Operations 102.3 100.5 329.0 397.4 364.4 360.0

Cash Flow from Investing (77.7) (145.3) (141.0) (144.6) (72.3) (72.3)

Cash Flow from Financing 7.6 9.4 (25.4) (3.5) 7.1 35.7

Free Cash Flow 32.7 (35.1) 188.0 255.9 301.3 286.5

Free Cash Flow/diluted share 0.09 (0.08) 0.28 0.38 0.45 0.43

*2012 Year End Cash Balance Estimated on a B2Gold/ CGA Mining Consolidate Basis Source: B2Gold Corp. Raymond James Ltd.

Leverage (Sensitivity) to the Gold Price

As Exhibit 18 demonstrates below, B2Golds stock price correlates very well with the

Spot Gold price (3-Year Correlation Coefficient: 0.97), which offers investors with a

proxy for investing in gold.

Exhibit 18: BTO Share Price vs. Gold Price (Correlation)

3 Yr 2 Yr 1 Yr 6 Mo 3 Mo 1 Mo 1 wk

Correllation 0.97 0.90 0.69 0.81 0.91 0.79 0.72

0

200

400

600

800

1000

1200

1400

1600

1800

2000

$0.00

$0.50

$1.00

$1.50

$2.00

$2.50

$3.00

$3.50

$4.00

$4.50

$5.00

Jan-09

Apr-09

Jun-09

Sep-09

Dec-09

Mar-10

Jun-10

Sep-10

Dec-10

Mar-11

Jun-11

Sep-11

Dec-11

Mar-12

Jun-12

Sep-12

Dec-12

GoldPrice

(US$/oz

)

S

hare

Price

(C$)

Gold Price (US$/oz) BTO Share Pr ice

Source: Capital IQ. Raymond James Ltd.


16/35



Gold Price and Operating Cost Sensitivity

Our valuation of B2Gold, which is underpinned by the companys near-term ability

(2013E) to deliver cash flow, is sensitive to the price of gold and operating costs.

Raymond James Ltd.s gold price forecasts are $1,760/oz for 2013E decreasing to a long-

term price of $1,200 in 2018E (see Exhibit 19).

Exhibit 19: Raymond James Ltd.s Gold Price Deck

Year 2012 2013 2014 2015 2016 2017 LTGold Price (US$/oz) $1,660 $1,760 $1,700 $1,500 $1,400 $1,300 $1,200 Source: Raymond James Ltd.

A 10% increase in the gold price from our base case (2013E: $1,760) delivers a $3.03

billion NAV estimate (15% increase from our $2.57 billion NAV base case estimate), all

other assumptions being held constant. A 10% increase in operating costs from our base

case delivers a $2.35 billion NAV estimate (9% decrease from our $2.57 billion NAV base

case estimate), all other assumptions being held constant.

Exhibit 20: NAV Sensitivity Analysis

$2,567 -30% -20% -10% 0% 10% 20% 30%30% $459 $942 $1,449 $1,920 $2,387 $2,854 $3,320

20% $676 $1,158 $1,665 $2,136 $2,602 $3,069 $3,536

10% $906 $1,413 $1,882 $2,351 $2,818 $3,285 $3,751

0% $1,122 $1,630 $2,100 $2,567 $3,034 $3,500 $3,967

-10% $1,378 $1,846 $2,316 $2,782 $3,249 $3,716 $4,182

-20% $1,594 $2,065 $2,531 $2,998 $3,465 $3,931 $4,398

-30% $1,811 $2,280 $2,747 $3,213 $3,680 $4,147 $4,614

Gold Price (US$/oz)

OperatingCosts


Based on our base case estimate for 2013 CFPS C$($0.50/share), the key driver of

Raymond James Ltd.s $5.50/share target price, a 10% increase in the gold price from

our base case (2013E: $1,760) delivers a C$0.58/share estimate of 2013E CFPS (a 16%

increase over our base case). A 10% increase in operating costs delivers a $0.47/share

estimate of 2013E OCF (a 7% decrease in our base case).

Exhibit 21: Operating Cash Flow/ per share Sensitivity Analysis (C$)

0.50 -30% -20% -10% 0% 10% 20% 30%

30% 0.18 0.25 0.33 0.40 0.48 0.56 0.63

20% 0.21 0.29 0.36 0.43 0.51 0.59 0.66

10% 0.24 0.31 0.39 0.47 0.54 0.62 0.70

0% 0.28 0.35 0.42 0.50 0.58 0.65 0.73

-10% 0.30 0.38 0.46 0.53 0.61 0.68 0.76

-20% 0.34 0.41 0.49 0.56 0.64 0.72 0.79

-30% 0.37 0.44 0.52 0.60 0.67 0.75 0.83

Gold Price (US$/oz)

OperatingCosts



17/35



Valuation & Recommendation

We are re-initiating coverage on B2Gold Corp., with an Outperform rating and a C$5.50

target price. We assume that the proposed merger between B2Gold and CGA Mining

will receive shareholder approval (anticipated by year-end). We value the combined

entity using a 10.0x multiple to our 2013E CFPS estimate and apply additional

attributable value to B2Golds development and exploration assets.

In our view a 10x P/2013E CFPS multiple adequately captures the value of B2GoldsNicaraguan production base and production growth opportunity presented by acquiring

the Masbate mine in the Philippines. We recognize the aggressive production growth

opportunity offered by the companys flagship La Libertad mine and managements

stellar track record in delivering value by (1) growing production, (2) maintaining a hold

in operating costs, and (3) delivering on annual production and cost guidance. We await

management cost and production guidance for Masbate, and estimate Masbates cash

flow contribution assuming steady-state 2Q12 production and cost assumptions.

A 10.0x P/2013E CFPS multiple compares to our covered producer peer group P/2013E

CFPS average of 9.9x (ranging from 3.9x to 16.3x) and a target price CFPS average of

11.6x (ranging from 3.8x to 19.9x) (See Appendix D for Comps).

We value Otjikoto (C$133 million or C$0.20/share) using a discounted cash flow (DCF)

analysis, discounted at a rate of 5%, which we believe is reasonable, relative to the price

that was paid for an 92% interest in the project ($97 million = purchase price of ~$115

million less cash acquired with Auryx Gold of ~$18 million). Confirmation of Otjikotos

economics (feasibility anticipated in 4Q12) will prompt re-visiting our NAV valuation.

Our valuation equates to ~$104 / attributable in-situ resource ounce for Otjikoto.

We apply a resource credit of C$70 / attributable in-situ resource ounce (our long-term

gold price of $1,200 x ~6% x 1.9 million ounces) to justify a C$133 million or

C$0.20/share valuation for B2Golds 49% interest in the Gramalote project and await a

prefeasibility statement (2H12) to affirm the economic potential offered by the

Gramalote project. Lastly, we apply an exploration credit of C$65 million (based on 3x

this years $18 million non-core exploration expenditures) or C$0.10/share to

recognize value offered by B2Golds property portfolio outside of its mines and

development stage projects. A 2012 exploration budget of $18 million and an ongoing

estimate of $20 million a year amply justify this credit, in our view.

Exhibit 22: B2Gold Valuation Summary Exhibit 23: B2Gold P/CFPS and TP/CFPS vs. Peer Group

Cash Flow 2011A 2012E 2013E

CFPS (C$) $0.32 $0.27 $0.50

Target Multiple 10.0x

Value Per Share $5.01

Development and Exploration Credits (C$)

Asset Value (C$mlns) Per Share

Otjikoto (DCF 5%) $133 $0.20

Gramalote ($/oz) $133 $0.20Other Exploration Assets $65 $0.10

Total Exploration $331 $0.49

Target Price $5.50

Return to Target 40%

Implied Market P/CFPS 7.9x

Implied Target P/CFPS 11.0x

Adjusted Fully Diluted Shares (mlns) 672.4

0

0.5

1

1.5

2

2.5

0.0x

5.0x

10.0x

15.0x

20.0x

GSC

EDV

BTO

ASR

OSK

YRI

AGI

AEM

ELD

Prod'n

Growth2012-2015E(%)

P/CFPS(x)

2013E P/CFPS Target P/CFPS % Prod'n Growth (2012-2015E)

*Note - Production Growth % are RJL Estimates, for EDV and BTO, we assume pending

transactions will close, resulting in increased produciton.



18/35



Based on a NAV metric, Raymond James Ltd. estimates a NAV for B2Golds Nicaraguan

operations (La Libertad and El Limon) of $883 million or $1.32/share, a NAV for CGAs

Masbate Project of $947 million or $1.41/share which when added to our valuation for

B2Golds share in Otjikoto ($133 million or $0.20/share), Gramalote ($133 million or

$0.20/share) and an exploration credit ($65 million or $0.10/share) implies a total

project NAV of $2,161 million or $3.21/share. In addition, we include a corporate

adjustment (including adjustments for CGA Minings working capital and long-term

debt) of $408 million or $0.62/share which justifies a total NAV of $2.57 billion or

$3.82/share. The market implied P/NAV multiple is 1.0x which compares with our

covered producer peer P/NAV average of 1.2x (ranging from 0.7x to 1.6x). Our target

price of C$5.50 implies a target P/NAV multiple of 1.44x which compares to our covered

producer peer average of 1.3x (ranging from 1.1x to 1.6x).

Exhibit 24: B2Gold NAV Summary Exhibit 25: B2Gold P/NAV and TP/NAV vs. Peer Group

NAV Summary C$ 000 C$/fd % NAV

Project

Masbate (DCF 5%) $947,149 $1.41 37%

Libertad (DCF 5%) $796,917 $1.19 31%

Limon (DCF 5%) $86,162 $0.13 3%

Otjikoto (DCF 5%) $133,145 $0.20 5%

Gramalote ($/oz) $133,151 $0.20 5%Other Assets $65,000 $0.10 3%

Project Total $2,161,523 $3.21 84%

Corporate NAVWorking Capital $376,220 $0.56 15%

Additional Capital $56,388 $0.08 2%

LT Liabilities ($16,266) ($0.02) -1%Total Corporate $416,342 $0.62 16%

Net Asset Value $2,577,865 $3.83 100%

Implied Market P/NAV 1.04x

Implied Target P/NAV 1.43x

Adjusted Fully Diluted Shares (mlns) 672.4

0%

50%

100%

150%

200%

250%

0.0x

0.2x

0.4x

0.6x

0.8x

1.0x

1.2x

1.4x

1.6x

1.8x

EDV

AGI

BTO

ASR

GSC

ELD

OSK

YRI

AEM

Prod'nGrowth2012-2015E

(%)

P/NAV

(x)

Current P/NAV Target P/NAV % Prod'n Growth (2012-2015E)

*Note - Production Growth % are RJL Estimates, for EDV and BTO, we assume

pendi ng transactions will close, resulting in increased produciton. Source: Capital IQ. Raymond James Ltd.


19/35



Corporate Structure

B2Golds shares trade on the Toronto Stock Exchange under the symbol BTO. There are

approximately 397.2 million shares outstanding, and 417.8 million fully diluted shares.

We calculate a pro-forma capital structure (assuming a successful merger of B2Gold and

CGA Mining) of 651 million shares outstanding and 672 million fully diluted shares.

Exhibit 26: Capital Structure Breakdown (Pro-forma)

Issued and Outstanding (Pro Forma-Including CGA Merger) 651,832

Options

712 0.80 570 2.1 1-Aug-14

1,368 1.50 2,052 2.5 25-Dec-14

5,496 2.42 13,300 3.4 4-Nov-15

12,434 3.14 39,043 4.5 17-Dec-16

74 4.00 296 3.2 11-Sep-15

Total Options $20,084 $2.75 $55,261 20,084

Warrants

516 4,340 2,238 0.08 1-Nov-12

Total Warrants $516 $4.34 $2,238 516Fully Diluted (000's) 672,432

Share Price (Sep-27-2012) $3.94

Total Capitalization (f.d.) $2,649,380

Total Debt $54,064

Cash and Equivalents (Jun-3-2012) $157,010

Enterprise Value (f.d.) $2,546,435

Total

(000's)Security

Number

(000's)

Exercis

e Price

Value (C$

000's)

Years to

Expiration

Expiration

Date


A list of the major shareholders of B2Gold is shown in Exhibit 27. Management,

directors and insiders collectively own approximately 8.3% of the shares outstanding.

Exhibit 27: B2Gold Ownership Breakdown

Ownership Summary Shares Owned%

Manageme nt. Directors and Other Insiders

Johnson, Clive T. 7,716,820 1.97

Garagan, Tom 4,829,832 1.23

Corra, Mark Anthony 4,823,582 1.23

Richer, Roger Thomas 4,569,832 1.16

Stansbury, Dennis Robert 3,949,132 1.01

Total Management & Insiders 32,437,012 8.26

Institutional Ownership

Fidelity Investments 43,891,842 11.2

Resolute Funds Ltd. 33,800,000 8.6

Van Eck Associates Corporation 23,452,746 6.0

Sentry Select Capital Corp. 19,569,900 5.0

BlackRock, Inc. 18,815,681 4.8

RBC Global Asset Management Inc. 17,941,580 4.6Canada Pension Plan Investment Board 7,759,000 2.0

Total Institutional Investors 243,112,041 61.9

Total Management + Ins titutional Inves tors 275,549,053 69.4%

Total Shares Outstanding 397,200,000 100.0%

Total Fully Diluted Shares 417,799,775

Managementand Insiders

8.3%

InstitutionalInvestors

61.9%

Other29.8%

Source: Capital IQ, Raymond James Ltd.


20/35



A list of the major shareholders of CGA Mining is shown in Exhibit 28. Management,

directors, and insiders collectively own approximately 2.3% of the shares outstanding.

Exhibit 28: CGA Mining Ownership Breakdown

Ownership Summary Shares Owned %

Management. Directors and Other Insiders

Savage, Mark Stuart 3,973,880 1.18Chase, Jim 2,379,741 0.70

Magee, Justine Alexandria 1,100,000 0.33

Cruse, David A. 119,600 0.04

Carrick, Michael Joseph 55,000 0.02

Total Management & Insiders 7,628,221 2.26

Institutional Ownership

Franklin Resources Inc. 34,858,750 10.3

Deans Knight Capital Management Ltd. 25,916,925 7.7

Van Eck Associates Corporation 24,497,367 7.3

Royce & Associates, LLC 6,518,000 1.9

Mackenzie Financial Corporation 6,412,400 1.9

Amg Analysen & Anlagen Ag 4,400,000 1.3

CIBC Asset Management Inc. 4,244,820 1.3RBC Global Asset Management Inc. 4,178,270 1.2

Total Institutional Investors 157,671,460 46.7

Total Management + Institutional Inves tors 165,299,681 48.9%

Total Shares Outstanding 337,775,726

Total Fully Diluted Shares 342,453,451

Managementand Insiders

2.3%

InstitutionalInvestors

46.7%

Other51.1%

Source: Capital IQ, Raymond James Ltd


21/35



Appendix A Management Team

President, CEO: Clive Johnson Former CEO of Bema Gold Corporation. Mr.Johnson was instrumental in Bemas transition from a junior exploration

company to an international intermediate gold producer that was sold to

Kinross Gold Corporation in 2007.

Senior VP Finance and CFO: Mark Corra A Certified Management Accountant

with over 25 years of experience in the gold mining industry with companiesthat include B2Gold, Bema Gold Corporation, and Placer Dome Inc.

Senior VP Exploration: Tom Garagan A geologist with over 30 years ofexperience in the mining sector, instrumental in several discoveries, including

the Cerro Casale and Kupol deposits with Bema Gold Corporation.

Senior VP Production and Development: Dennis Stansbury A mining engineerwith over 30 years of experience in the mining sector with companies that

include B2Gold and Bema Gold Corporation.

Senior VP Operations: George Johnson A mining engineer with over 40 yearsof experience in the mining sector with companies that include B2Gold, Bema

Gold Corporation, and Hecla Mining Company.

VP Investor Relations: Ian MacLean Over 15 years of experience in investorrelations with companies that include B2Gold, Bema Gold Corporation, and

Nevsun Resources Ltd.


22/35



Appendix B: Financial Statements

Exhibit 29: Income Statement (2010-2013E)

Income Statement (US$ 000's) 2010 2011 2012E 2013E

Revenues 127,521 225,352 257,604 659,905

Operating Expenses

Production Costs 62,762 75,229 92,570 236,706

Royalties and Production Taxes 7,178 12,921 11,144 24,241Cost of Sales 69,940 88,150 103,713 260,947

Depreciation and Depletion 14,305 26,175 37,121 68,087

Total Operating Expenses 85,723 115,592 141,727 329,035

Mine Operating Profit 41,798 109,760 115,877 330,870Total Other Expenses 19,300 22,825 32,799 22,000

Operating Income 22,498 86,935 83,078 308,870

Non-Operating Income (Expenses)

Total Non-Operating Income 13,686 (6,426) (1,387) (1,887)

Earnings (Loss) before Taxes & NCI 36,184 80,509 81,691 306,983

Taxes 6,694 24,209 25,481 50,069

Net Income (Loss) 29,490 56,300 56,211 256,914

Basic EPS (Loss) per share 0.10 0.17 0.14 0.39

F/D EPS (Loss) per share 0.09 0.16 0.13 0.38

WA Shares Outstanding

Basic Shares Outstanding (000's) 307,068 338,541 397,200 652,348

F/D Shares Outstanding (000's) 313,572 344,812 418,000 672,432

EBITDA 44,988 106,073 118,812 373,183

EBITDA % 35% 47% 46% 57%


Exhibit 30: Balance Sheet (2010-2013E)

BALANCE SHEET (US$ 000's) 2010 2011 2012E 2013E

Assets

Cash & Equiv 70,012 102,292 66,854 339,235

Total Current Assets 101,063 149,508 117,375 452,214

Mining Interests (PP&E and Mineral Properties) 235,735 412,537 512,566 777,345

Other Non-Current Assets 1,056 996 4,287 4,287

Total Assets 337,854 563,041 634,229 1,381,845

Liabilities

Current Liabilities

Accounts Payable and Accrued Liabilities 15,003 28,864 19,644 41,443

Total Current Liabilities 16,494 30,321 21,092 83,518

Asset retirement obligation (ARO) 13,578 26,731 24,106 24,106

Future tax liability 16,367 26,638 31,780 37,275

Other Non-Current Liabilities 2,776 4,017 4,487 4,487

Total Liabilities 49,215 87,707 81,465 166,575

Shareholders' EquityShare Capital 300,985 435,048 451,893 749,860

Contributed surplus 20,143 22,712 27,133 31,133

Retained Earnings (32,489) 13,631 69,842 430,381

Total Shareholders Equity 288,639 471,391 548,868 1,211,375

Total Liabilities & Shareholders Equity 337,854 563,041 634,229 1,381,845



23/35



Exhibit 31: Cash Flow Statement (2010-2013E)

Cash Flow Statement (US$ 000's) 2010 2011 2012E 2013E

Operating Activities

Net Income 29,490 56,300 56,211 256,914

Add:Non-Cash items:

Depreciation & Depletion 14,305 26,175 37,121 68,087

Deferred income tax expense 4,454 17,917 5,142 0

Stock based comp. 1,943 6,190 12,803 4,000

Operating CF before changes in WC 35,849 108,930 109,651 329,001Net change in non-cash WC (1,523) (6,583) (9,142) (32)

Cash flow from Operations 34,326 102,347 100,509 328,969

CFO/diluted share 0.11 0.30 0.24 0.49

CFO/ diluted share (Excluding WC) 0.11 0.32 0.26 0.49

Investing Activities

Capital Expenditures (28,346) (71,606) (80,867) (113,000)

Exploration (13,882) (22,436) (63,853) (28,000)

Cash flow from Investing (9,895) (77,688) (145,326) (141,000)

Financing Activities

Issuance of common shares 57,116 7,943 9,451 0

Debt Issued 7,500 0 0 0

Debt Repaid (21,959) (322) (73) (25,375)Cash flow from Financing 42,657 7,621 9,378 (25,375)

Net Change in Cash 67,088 32,280 (35,438) 162,595

Cash, BOP 2,924 70,012 102,292 66,854

Cash, EOP 70,012 102,292 66,854 229,448

Free Cash Flow

Free Cash Flow 26,621 32,709 (35,069) 188,001

FCF/Diluted Share 0.08 0.09 (0.08) 0.28



24/35



Appendix C: Corporate Tear-sheet

RAYMOND JAMES RESEARCH

Rating: OUTPERFORM 2 Share Price: $3.94 Analyst: Chris Thompson 604 659 8282

6-12 Mth Target C$ 5.50 NAV $2,578 Associate: Brian Martin 604 654 1236

Projected Return: 40% YR-END: 31-Dec

Reporting Currency: US 28-Sep-12

Investment Thesis Management % Ownership Instiutitonal Shareholders % Ownership

Johnson, Clive T. (CEO) 2.0 Fidelity Investments 11.2

Garagan, Tom (VP Exp) 1.2 Resolute Funds Ltd. 8.6

Corra, Mark Anthony 1.2 Van Eck Associates Corp. 6.0Key Attributes:

Market Statistics

from two producing mines in Nicaragua (La Libertad and El Limon) and one in the Phillipines (Masbate) Share Price C$ 3.94 Shares Basic (mln) 651.8

-Attractive development project pipeline, 92% of Otjikoto (Namibia), 49% of Gramalote with 52 Week High/Low 4.55-2.64 Shares Fully Diluted (mln) 672.4

AngloGold Ashanti JV (Colombia) and Bellavista (Costa Rica, on care and maintenance) Market Cap. (mln) $2,649 Adj. Shares used in NAV calc (mln) 672.4

-High quality management team (ex-Bema Gold) with proven track record Enterprise Value (mln) $2,572 Avg Daily Volume: 2,208

-Strong balance sheet,~US$154 mln in cash and equiv, and ~$54 mln in debt as of June 30 2012 (pro-forma)

-Self-funded (Nicaragua and Namibia) growth agenda, both organic and th rough acquisition

-Attractive portfolio of exploration project joint-ventures in Nicaragua and Uruguay Financial Metrics 2011 2012E 2013E 2014E 2015E

Key Concerns Cash & Equiv. (mlns) 102 67 339 589 888

-Development Risk -Cost Inflation -Gold Price Risk Working capital (mlns) 119 96 369 621 929

-Political Risk -Operational / Labour Risk Current ratio (x) 4.9x 5.6x 5.4x 8.5x 11.0x

Reserves & Resources Profile (Attributable) - Pro-forma w/ Masbate LT Debt (mlns) - - 16 10 3

(As of Dec-31-11) Project Category Tonnes ('000) Au (g/t) Au ('000 oz) Common Equity (mln's) 471 549 1,211 1,541 1,843

Price/book (x) 2.8x 2.9x 2.1x 1.7x 1.4x

Reserves Libertad P&P 11,265 1.63 589 ROE 12% 10% 21% 21% 15%

Limon P&P 1,561 4.72 237

Masbate P&P 118,600 0.83 3,165 CFO (US$mln) 102.3 100.5 329.0 397.4 364.4

Total 131,426 0.94 3,991 CFI (US$mln) (77.7) (145.3) (141.0) (144.6) (72.3)

Resources FCF (US$mln) 32.7 (35.1) 188.0 255.9 301.3

Libertad M&I +Inf. 12,149 2.40 939

Limon M&I +Inf. 2,146 4.80 331

Masbate M&I +Inf. 314,499 0.79 7,947

Otjikoto (92%) M&I +Inf. 22,939 1.74 1,283 Earnings/Cash Flow 2011 2012E 2013E 2014E 2015E

Gramalote (49%) M&I +Inf. 94,470 0.63 1,902 RJ Gold Forecast US$/oz 1,571 1,660 1,760 1,700 1,500

Global Total 577,629 0.88 16,393 Revenue ($mln) 225.4 257.6 659.9 732.2 786.4

Corporate EBITDA ($mln) 106.1 118.8 373.2 451.9 434.6

Operating Summary 2011 2012E 2013E 2014E 2015E EBITDA margin (%) 47% 46% 57% 62% 55%

Production - Au (k oz) - 100% basis EV/EBITDA (x) 24.2 21.6 6.9 5.7 5.9

Libertad 100 105 139 167 167 Corporate EBIT ($mln) 80.5 81.7 307.0 379.5 349.8

Limon 45 49 51 47 49 Net earnings ($mln) 56.3 56.2 256.9 323.2 284.3

Masbate 0 0 213 221 211

Otjikoto 0 0 0 0 110 EPS (US$) 0.17 0.14 0.39 0.49 0.43

Total - Au (k oz) 145 153 403 435 528 P/E (x) 23.7x 27.8x 10.0x 8.0x 9.1x

Op. Cash Costs ($/oz) CFPS (US$) 0.32 0.26 0.49 0.60 0.56

Libertad 460 544 383 327 327 P/CF (x) 12.5x 15.0x 8.1x 6.6x 7.1x

Limon 678 709 645 712 753

Masbate 0 0 707 643 673 Capex ($mln) (72) (81) (113) (117) (44)

Otjikoto 0 0 0 0 665

528 596 588 529 571

Valuation (C$)

Cash Flow 2011A 2012E 2013E 2014E 2015E

CFPS (C$) $0.32 $0.27 $0.50 $0.61 $0.57

Target Multiple 10.0x

Value Per Share $5.01

Development and Exploration Credits Value (C$mlns) Per Share

Otjikoto (DCF 5%) $133 $0.20

Gramalote ($/oz) $133 $0.20

Other Exploration Assets $65 $0.10

Total Exploration $331 $0.49

Target Price $5.50

Projected Return to Target 40%

Valuation Measures

Target

Multiple

Current

Multiple

Price/ 2013E CFPS 10.0x 7.9x

Price/ NAV 1.0x 1.4x

B2Gold Corp

B2Gold is an emerging mid-tier gold producer with a robust growth profile from existing operations, a development

stage project pipeline, an attractive portfolio of exploration project joint-ventures, a solid balance sheet, and a

proven management team

-Growing production near-term (2011: ~145K to 2015E: ~528Koz) and CFPS (2011: $0.32 to 2015E: $0.56)

RJL Covered Gold's P/CFPS Multiples (2013E) Valuation Summary (100%) = $5.50/share

0

200

400

600

800

1,000

1,200

1,400

1,600

1,800

2,000

0

100

200

300

400

500

600

2011 2012E 2013E 2014E 2015E

Otjikoto Prod'n (k oz's) Masbate Prod'n (k oz's) Limon Prod'n (k oz's)

Libertad Prod'n (k oz's) Op. Cash Costs ($/oz) RJ Gold Forecast US$/oz

91%

3%

4%

2%

CFPS $5.01 /share

Otjikoto (DCF 5%) $0.20 /share

Gramalote ($/oz) $0.20 /share

Other Exploration Assets $0.10 /share

0%

50%

100%

150%

200%

250%

0.0x

5.0x

10.0x

15.0x

20.0x

GSC

EDV

BTO

ASR

OSK

YRI

AGI

AEM

ELD

Prod'nGrowth2012-201

5E(%)

P/CFPS(x)

Current P/CFPS Target P/CFPS Att rib % Prod'n Growth (2012-2015E)

Note: % Attrib Production Growth is RJL Estimates, for EDV and BTO, assume pending transactions close



25/35



Appendix D: Industry Comparables

Primary Share Target(2) Stock Basic S/O Mkt Cap Net Debt EV Target Target

Ticker Price Price Rat ing (mln) ($mln) ($mln) ($mln) 2012E 2013E 2012E 2013E NAVPS(1) P/NAV P/CFPS P/NAV

RJL Covered Gold Producers (1)

Agnico-Eagle TSX:AEM C$51.00 $50.00 MP3 170.3 8,684 541 9,357 3.55 3.71 14.6x 13.9x $32.84 1.6x 13.5x 1.5x

Alacer Gold TSX:ASR C$7.26 $7.50 MP3 287.9 2,090 (200) 1,890 0.91 0.87 8.0x 8.3x $6.32 1.1x 8.6x 1.2x

Alamos Gold TSX:AGI C$19.11 $24.50 OP2 119.9 2,290 (236) 2,089 1.44 1.66 13.5x 11.7x $19.40 1.0x 14.7x 1.3x

Eldorado Gold TSX:ELD C$14.99 $18.50 OP2 713.0 10,688 (327) 10,523 0.60 0.93 25.2x 16.3x $13.22 1.2x 19.9x 1.4xEndeavour Mining TSX:EDV C$2.22 $3.80 OP2 406.6 903 (15) 901 0.38 0.33 6.0x 6.9x $3.20 0.7x 11.6x 1.2x

Golden Star TSX:GSC C$1.97 $1.95 MP3 258.9 510 (18) 499 0.44 0.51 4.6x 3.9x $1.81 1.1x 3.8x 1.1x

Osisko TSX:OSK C$9.74 $11.00 MP3 387.3 3,772 233 4,005 0.50 1.13 19.7x 8.6x $8.23 1.2x 9.7x 1.3x

Yamana Gold TSX:YRI C$18.78 $22.00 OP2 746.5 14,019 67 14,299 1.45 2.02 13.2x 9.4x $13.60 1.4x 10.9x 1.6x

Group A verage 13.1x 9.9x 1.2x 11.6x 1.3x

B2Gold Corp TSX:BTO C$3.94 $5.50 OP2 397.2 1,565 (77) 1,488 0.27 0.50 14.7x 7.9x $3.83 1.0x 11.0x 1.4x

Comparable Producers

New Gold, Inc. TSX:NGD C$12.05 na na 462.0 5,567 154 5,721 0.66 1.14 18.3x 10.6x na na na na

San Gold Corporation TSX:SGR C$1.07 na na 325.3 348 (21) 327 0.16 0.26 6.9x 4.0x na na na na

Semafo, Inc. TSX:SMF C$4.49 na na 273.2 1,227 (148) 1,078 0.57 0.70 7.9x 6.4x na na na na

Medusa Mining Limited ASX:MML C$6.06 na na 188.9 1,145 (12) 1,132 0.25 0.53 24.3x 11.6x na na na na

Aurizon Mines Ltd. TSX:ARZ C$5.16 na na 164.4 848 (209) 640 0.54 0.62 9.5x 8.3x na na na na

AuRico Gold Inc. TSX:AUQ C$6.91 na na 281.9 1,948 231 2,178 0.50 1.02 13.9x 6.8x na na na na

Brigus Gold Corp TSX:BRD C$0.97 na na 217.3 211 44 255 0.21 0.31 4.7x 3.1x na na na na

Group A verage 12.2 x 7 .3 x

(1)CFPS/EPS and NAVPS estimates are RJL Estimates for all RJL Covered Gold Producers, all other estimates are Capital IQ or Thomson One Concensus estimates.

(2)Target Prices are all RJL estimates

P/E and P/CF ratio's greater than 30 deemed "n.m."

n.a. = estimates not available

CFPS1 P/CF

Source: Capital IQ, Thomson One, Company Reports, Raymond James Ltd.


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Appendix E: Company History and Share Price

B2Gold Share Price History and Gold Price

B2Gold Corp - Key Events

1 27-Jan-09 B2Gold proposes a business combination with Central Sun Mining which includes the Limon and Libertad gold mines in Nicaragua

2 9-Feb-09 B2Gold and Central Sun Mining sign definitive agreements

3 26-Mar-09 Central Sun shareholders approve business combination with B2Gold

4 9-Apr-09 B2Gold provides corporate update and gold production, cash costs and development programs for the remainder of 2009

5 22-Jul-09 B2Gold completes $25 mln bought deal equity financing

6 4-Nov-09 B2Gold announces illegal strike and shutdown at Limon mine, provides corporate update at Libertad Mine, and signs $20 mln credit facility

7 16-Nov-09 Limon Mine labour dispute is resolved and mine re-commences operations

8 5-Jan-10 B2Gold announces gold and silver production start-up at Libertad Mine, first dore bar produced

9 18-Feb-10 B2Gold completes $32 mln common share offering

10 3-Mar-10 B2Gold provides corporate update and gold production, cash costs and development programs for the remainder of 2010

11 21-Jun-10 B2Gold announces additional positive exploration results at both Libertad and Limon, including drill results at Jabali

12 22-Jul-10 B2Gold sells interest in Kupol East and West Licenses in Russia to Kinross Gold

13 12-Aug-10 B2Gold and AngloGold reach agreement to recommence exploration and feasibility work at Gramalote, Colombia

14 24-Jan-11 B2Gold reports fourth quarter production and guidance for 2011 production and exploration plans/budgets.

15 31-Mar-11 B2Gold annouces record 4th quarter and 2010 financial results, reserve and resource update and new large high grade resource at Jabali

16 8-Jun-11 B2Gold announces exploration work and drill results from Libertad, increasing size of the Jabali and Mojon zones

17 21-Jun-11 B2Gold reports heavy rains and flooding at Limon, resulting in temporary operations shutdown

18 11-Oct-11 B2Gold and Auryx Gold sign agreement for proposed business combination, including 92% in Otjikoto (Namibia) development project

19 1-Dec-11 B2Gold announces exploration results at Libertad, increasing size of Jabali and Mojon West Deposits

20 23-Jan-12 B2Gold reports fourth quarter production and guidance for 2012 production and exploration plans/budgets.

21 5-Apr-12 B2Gold announces updates resources for Jabali, and Otjikoto project in Namibia

22 24-Apr-12 B2Gold announces updated resource calculation for Gramalote Gold property in Colombia

23 19-Sep-12 B2Gold announces merger with CGA Mining (TSX:CGA)

Event DescriptionEvent Date

1

2 4

3

5

6

7

8

9

1011

12

1314

15

16

17

18

19

20

21

22

23

0

200

400

600

800

1000

1200

1400

1600

1800

2000

$0.00

$0.50

$1.00

$1.50

$2.00

$2.50

$3.00

$3.50

$4.00

$4.50

$5.00

Jan-09

Jan-09

Mar-09

Apr-09

May-09

May-09

Jun-09

Jul-09

Aug-09

Sep-09

Oct-09

Nov-09

Dec-09

Jan-10

Feb-10

Mar-10

Apr-10

May-10

Jun-10

Jul-10

Aug-10

Sep-10

Oct-10

Nov-10

Dec-10

Jan-11

Feb-11

Mar-11

Apr-11

May-11

Jun-11

Jul-11

Aug-11

Sep-11

Oct-11

Nov-11

Dec-11

Jan-12

Feb-12

Mar-12

Apr-12

May-12

Jun-12

Jul-12

Aug-12

Sep-12

Oct-12

Nov-12

Dec-12

GoldPrice(US$/oz)

SharePrice(C$)

Gold Price (US$/oz) BTO Share Price Key Events



27/35



Company Citations

Company Name Ticker Exchange Currency Closing Price RJ Rating RJ Entity

Agnico-Eagle Mines AEM NYSE US$ 51.88 3 RJ LTD.

Alacer Gold Corp ASR TSX C$ 7.26 3 RJ LTD.

Alamos Gold Inc. AGI TSX C$ 19.11 2 RJ LTD.

AngloGold Ashanti Ltd. AU NYSE NC

AuRico Gold Inc. AUQ TSX US$ 9.08 NC

Aurizon Mines Ltd. ARZ TSX C$ 5.16 UR RJ LTD.

Auryx Gold Corp. AYX TSX NC

Batero Gold Corp. BAT TSXV C$ 0.48 2 RJ LTD.

BlackRock, Inc. BLK NYSE NC

Brigus Gold Corp BRD TSX NC

Calibre Mining Corp. CXB TSXV NC

Canadian Imperial Bank of Commerce CM TSX NC

CGA Mining Ltd. CGA TSX C$ 2.80 UR RJ LTD.

Eldorado Gold Corp. EGO NYSE US$ 15.24 2 RJ LTD.

Endeavour Mining Corp. EDV TSX C$ 2.22 2 RJ LTD.

Fidelity National Financial, Inc. FNF NYSE NC

Golden Star Resources GSS AMEX US$ 1.97 3 RJ LTD.

Hecla Mining Company HL NYSE NC

Kinross Gold Corp. KGC NYSE NCMedusa Mining Ltd MML ASX NC

Nevsun Resources Ltd. NSU TSX NC

New Gold, Inc. NGD TSX NC

Osisko Mining Corp. OSK TSX C$ 9.74 3 RJ LTD.

Radius Gold, Inc. RDU TSXV NC

Royal Bank of Canada RY TSX NC

San Gold Corp. SGR TSX C$ 1.07 UR RJ LTD.

Semafo Inc. SMF TSX NC

Yamana Gold Inc. AUY NYSE US$ 19.11 2 RJ LTD.

Notes: Prices are as of the most recent close on the indicated exchange and may not be in US$. See Disclosure section for

rating definitions. Stocks that do not trade on a U.S. national exchange may not be approved for sale in all U.S. states. NC=not

covered.


28/35



Important Investor DisclosuresRaymond James & Associates (RJA) is a FINRA member firm and is responsible for the preparation and distribution of

research created in the United States. Raymond James & Associates is located at The Raymond James Financial Center, 880

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29/35



permitted to hold long positions in the securities of companies they cover which were in place prior to September 2002 but

are only permitted to sell those positions five days after the rating has been lowered to Underperform.

The views expressed in this report accurately reflect the personal views of the analyst(s) covering the subject securities. No

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Ratings and DefinitionsRaymond James Ltd. (Canada) definitions

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outperform the S&P/TSX Composite Index over the next twelve months. Market Perform (MP3) The stock is expected to

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Composite Index or its sector over the next six to twelve months and should be sold.

Raymond James & Associates (U.S.) definitions

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