B2Gold(BTG)2025-05-07 22:28Equity Compensation Plans - The Company has issued 27,955,313 RSUs under the RSU Plan, representing approximately 2.1% of the Company's then issued and outstanding share capital [497]. - As of December 31, 2024, 30,000,000 Common Shares are reserved for issuance under the RSU Plan, which is approximately 2.3% of the Company's issued and outstanding Common Shares [496]. - The PSU Plan reserves 10,000,000 Common Shares for issuance, representing approximately 0.8% of the Company's issued and outstanding share capital as of December 31, 2024 [513]. - The Company had issued 6,255,357 PSUs under the PSU Plan, representing approximately 0.5% of the Company's then issued and outstanding share capital [509]. - PSUs redeemable to acquire 1,900,400 Common Shares remain available for grant under the PSU Plan, representing approximately 0.1% of the Company's then issued and outstanding share capital [509]. - The maximum number of Common Shares that may be issuable under All Company Plans is capped at 5.3% of the total number of issued and outstanding Common Shares on a non-diluted basis [498]. - The RSU Plan allows for cash settlement of RSUs issued on or after the effective date of amendments approved by the Board in February 2025 [493]. - The Compensation Committee will credit additional RSUs to Designated Participants based on dividends, calculated using the volume weighted average trading price of Common Shares [498]. - In the event of a change of control, unvested RSUs will immediately vest for Designated Participants whose employment ceases for reasons other than resignation without good reason or termination for cause [505]. - The RSU Plan and PSU Plan amendments approved by the Board in 2023 did not require shareholder approval, reflecting the Company's responsiveness to regulatory changes [506]. Stock Option Plan - As of December 31, 2024, there were 47,742,187 Options issued and outstanding under the Stock Option Plan, representing approximately 3.6% of the Company's issued and outstanding share capital [528]. - The maximum number of Common Shares issuable pursuant to the Stock Option Plan is equal to 5.3% of the total number of issued and outstanding Common Shares on a non-diluted basis at any time [533]. - The maximum number of Common Shares issued to insiders within any one-year period pursuant to the Stock Option Plan will not exceed 5.3% of the total number of issued and outstanding Common Shares [533]. - The vesting period for Options granted to the CEO on or after May 8, 2018 shall occur in equal increments over five years [533]. - In the event of a change of control, unvested Options will immediately vest if the acquiring party does not assume the obligations under the Stock Option Plan [539]. - The exercise price for each Option is fixed at the time of grant and cannot be less than the closing market price on the last trading day prior to the grant date [539]. - The Stock Option Plan is a "rolling" plan, allowing for the return of unexercised or terminated Options for future grants [533]. - The Board may amend the terms of the Option Plans without the consent of the optionees, provided such amendments do not adversely alter any previously granted Options [541]. - Options granted prior to April 28, 2021, may be exercisable for a maximum term of ten years, while those granted on or after that date are exercisable for five years [539]. Sabina Replacement Options - The company completed the Sabina Arrangement on April 19, 2023, acquiring all issued and outstanding common shares of Sabina Gold & Silver Corp., resulting in the transfer of 8,643,750 Sabina Options for 3,342,413 Sabina Replacement Options [560]. - As of December 31, 2024, there are 2,462,700 Sabina Replacement Options outstanding, representing approximately 0.2% of the company's issued and outstanding share capital [560]. - The company does not intend to grant any further stock options, restricted share units, or deferred share units under the Sabina Plan [560]. - One-third of the Sabina Replacement Options will vest on the original grant date and on the first and second anniversaries, while those granted after May 3, 2019, will vest in quarters over the same period [570]. - Sabina Replacement Options granted prior to May 25, 2022, have a ten-year exercise period, while those granted on or after that date have a five-year exercise period [571]. - In the event of a change of control, holders of Sabina Replacement Options may exercise their options regardless of the original grant terms [576]. - Any unvested Sabina Replacement Options will continue to vest in accordance with the vesting provisions upon a change of control [579]. Operational and Financial Outlook - The company anticipates first gold production from the Goose Project in Q2 2025 [588]. - The company aims to achieve sustainability milestones and greenhouse gas targets at its Fekola and Otjikoto Mines and the Masbate Gold Project [588]. - The company is subject to risks including metal price volatility and changes in tax laws, which could impact financial performance [589]. - The company plans to maintain compliance with environmental regulations and manage climate change impacts [589]. - B2Gold's operations face risks related to compliance with foreign laws in countries such as Mali, Namibia, the Philippines, and Colombia [590]. - The company emphasizes the importance of maintaining adequate internal controls over financial reporting as required by law, including Section 404 of the Sarbanes-Oxley Act [590]. - Key risks include fluctuations in energy prices, availability of necessary equipment, and competition with other mining companies [590]. - Management's expectations regarding future events and operating performance are subject to various social, economic, and political conditions [593]. - The ability to obtain timely financing on reasonable terms is crucial for meeting current and future obligations [591]. - The company faces challenges related to attracting and retaining skilled personnel, which is critical for operations [590]. - Community support for operations is essential, with risks related to strikes and conflicts with small-scale miners [590]. Forward-Looking Statements - Forward-looking statements are based on management's reasonable assumptions regarding operational viability, including development and exploration activities [591]. - There is no assurance that forward-looking statements will prove accurate, and actual results may differ materially from those anticipated [594]. - The company does not assume any obligation to update forward-looking statements unless required by applicable law [594].