B2GOLD CORP
For the period ended Dec 31, 2025. Filed Mar 11, 2026.
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The yearly report of certain Canadian companies, filed under a joint US and Canadian system. It is the main yearly account these companies give US investors, largely as filed in Canada.
FY2025 · Filed Mar 11, 2026
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BTG$5.40+2.5%Stored close · as of Nov 6, 2026
Contents
EX-99.1 · External Audit Process
External Audit Process
| · | Be directly responsible for: |
| o | The selection of the firm of external auditors to be proposed for approval by the shareholders as the external auditors of the Company; |
| o | The oversight of the work of the Company’s external auditors; and |
| o | Subject to the grant by the shareholders of the authority to do so, if required, fixing the compensation to be paid to the external auditors. |
| · | Recommend to the Board any change or removal of the external auditors, and in the event of a proposed change of auditor, review all issues relating to the change, including the information to be included in any notice of change of auditor as required under applicable securities laws, and the planned steps for an orderly transition. |
| · | Review and evaluate, at least annually, and oversee the qualifications, independence and performance of the external auditors and the lead audit partner. Take into account, in such evaluation, the opinions of the Company’s management and the Company’s internal auditors or other personnel serving the internal audit function. Obtain from the external auditors a formal written statement delineating all relationships between the external auditors and the Company, consistent with the Public Company Accounting Oversight Board Rule 3526. Actively engage in a dialogue with the external auditors with respect to any disclosed relationships or services that impact the objectivity and independence of the external auditor. Assure the regular rotation of the lead audit partner as may be required by law. Consider whether, in order to assure continuing external auditor independence, there should be regular rotation of the audit firm itself. The Committee should present its conclusions to the full Board. |
| · | Review and approve the proposed audit plan and the external auditors’ proposed audit scope and approach with the external auditor and management and ensure no unjustifiable restriction or limitations have been placed on the scope. |
| · | Ascertain whether any significant financial reporting issues were discussed by management and the external auditor during the fiscal period and the method of resolution, including any major issues regarding accounting principles, including generally accepted accounting principles (“GAAP”), and financial presentation with the external auditor and management. |
| · | Review with the external auditors any audit problems or difficulties and management’s response, including any restrictions on the scope of the external auditor’s activities or access to required information and any significant disagreements with management. |
| · | Review and resolve any significant disagreement among management and the external auditors in connection with the preparation of the financial statements. |
| · | Meet separately, as required, with management, with the internal auditors or other personnel responsible for the Company’s internal audit function, and with the external auditors to discuss any matters that the Committee believes should be discussed privately. |
| · | Endeavour to cause the receipt and discussion on a timely basis of any significant findings and recommendations made by the external auditors. |
| · | Review the post-audit or management letter, containing the recommendations of the external auditor, and management’s response and subsequent follow-up to any identified weakness. |
| · | At least annually, obtain, review and discuss a report by the external auditor describing the external auditor’s internal quality control procedures; any material issues raised by the most recent internal quality control review, or peer review, of the external auditor, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years, relating to one or more audits carried out by the external auditor, and any steps taken to deal with any such issues. |
| · | Explicitly approve, in advance, all audit and non-audit engagements of the external auditors by the Company or its subsidiaries; provided, however, that non-audit engagements may be approved pursuant to a pre-approval policy established by the Committee that (i) is detailed as to the services that may be pre-approved, (ii) does not permit delegation of approval authority to the Company’s management, and (iii) requires that the delegatee or management inform the Committee of each service approved and performed under the policy. Approval for minor non-audit services is subject to applicable securities laws. |
| · | If it so elects, delegate to one or more members of the Committee the authority to grant such pre-approvals. The delegatee’s decisions regarding approval of services shall be reported by such delegatee to the full Committee at each regular Committee meeting. |
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