B2Gold Announces Offering of Convertible Senior Notes

News Release

B2Gold Announces Offering of Convertible Senior Notes

Vancouver, BC, January 22, 2025 – B2Gold Corp. (TSX: BTO, NYSE AMERICAN: BTG, NSX: B2G)

(“B2Gold” or the “Company”) announces that it is offering convertible senior unsecured notes due 2030

(the “Notes”) in an aggregate principal amount of US$350 million (the “Offering”). The Company expects

to grant the initial purchasers of the Notes an option for a period of 15 days to purchase up to an additional

US$52.5 million aggregate principal amount of Notes.

The Company intends to use the net proceeds from the Offering to fund working capital requirements and

for general corporate purposes. In order to reduce interest expense, the Company will initially apply the

net proceeds to pay down the outstanding balan ce under the Company’s revolving credit facility (the

“Revolving Credit Facility”) and then subsequently use future draws on the Revolving Credit Facility to

fund such working capital requirements and for general corporate purposes.

The interest rate and the initial conversion rate of the Notes will be determined by B2Gold and the initial

purchasers and will depend on market conditions at the time of pricing of the Offering. The Notes will bear

cash interest semi -annually at a fixed rate and be convertible by holders into common shares of the

Company (the “Shares”).

B2Gold will have the right to redeem the Notes in certain circumstances and holders will have the right to

require B2Gold to repurchase their Notes upon the occurrence of certain events.

In connection with the offering of the notes B2Gold intends to enter into a cash settled total return swap

with respect to up to approximately US$50 million of Shares with one of the initial purchasers of the Notes.

The total return swap is intended to give B2Gold economic exposure to its Shares during the term of the

total return swap, which is expected to be approximately one month. In connection with establishing its

initial hedge of the total return swap, B2Gold expects that the total return swap counterparty or its affiliate

may purchase Shares at the close of trading on the date of the pricing of the Offering. Such purchases may

have the effect of increasing (or reducing the size of any decrease in) the market price of the Shares. Any

unwind of such he dge positions, including at settlement of the total return swap, may have the effect of

decreasing (or reducing the size of any increase in) the market price of the Shares or the Notes.

The Notes and the Shares issuable upon the conversion thereof have not been and will not be registered

under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or qualified by a prospectus in

Canada. The Notes and the Shares may not be offered or sold in the United States absent registration under

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the Securities Act or an applicable exemption from registration under the Securities Act. The Notes will be

offered only to “qualified institutional buyers” (as defined in Rule 144A under the Securities Act). Offers

and sales in Canada will be made only pursuant to exemptions from the prospectus requirements of

applicable Canadian securities laws.

This news release is neither an offer to sell nor the solicitation of an offer to buy the Notes or any other

securities and shall not constitute an offer to sell or solicitation of an offer to buy, or a sale of, the Notes or

any other securities in any jurisdiction in which such offer, solicitation or sale is unlawful.

About B2Gold

B2Gold is a low-cost international senior gold producer headquartered in Vancouver, Canada. Founded in

2007, today, B2Gold has operating gold mines in Mali, Namibia and the Philippines, the Goose Project

under construction in northern Canada and numerous development and exploration projects in various

countries including Mali, Colombia and Finland.

ON BEHALF OF B2GOLD CORP.

“Clive T. Johnson”

President and Chief Executive Officer

Investor Relations:

Michael McDonald Cherry DeGeer

VP, Investor Relations & Corporate Development Director, Corporate Communications

+1 604-681-8371 +1 604-681-8371

[email protected] [email protected]

Source: B2Gold Corp.

The Toronto Stock Exchange and NYSE American LLC neither approve nor disapprove the information contained in

this news release.

This news release contains forward -looking statements which constitute “forward -looking information” within the

meaning of applicable Canadian securities legislation and “forward -looking statements” within the meaning of the

“safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 (collectively, “Forward -looking

Statements”). All statements included herein, other than statements of historical fact, are Forward-looking Statements

and are subject to a variety of known and unknown risks and uncertainties which could cause actual events or results

to differ materially from those reflected in the Forward -looking Statements. The Forward-looking Statements in this

news release include, without limitation, statements relating to the Offering, the option to purchase additional Notes,

if any, the terms of the Notes, the anticipated timing for closing of the Offering, the anticipated use of proceeds and

the intention to enter into the total return swap. These Forward-looking Statements are based on certain assumptions

that B2Gold has made in respect thereof as at the date of this news release. Often, but not always, these Forward -

looking Statements can be identified by the use of words such as “estimated”, “potential”, “open”, “future”,

“assumed”, “projected”, “used”, “detailed”, “has been”, “gain”, “planned”, “reflecting”, “will”, “anticipated”,

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“estimated” “containing”, “remaining”, “to be”, or statements that events, “could” or “should” occur or be

achieved and similar expressions, including negative variations.

Forward-looking Statements involve known and unknown risks, uncertainties and other factors which may cause the

actual results, performance or achievements of B2Gold to be materially different from any results, performance or

achievements expressed or impl ied by the Forward -looking Statements. Such uncertainties and factors include,

without limitation, risks relating to the need to satisfy the conditions expected to be set forth in the purchase agreement

for the Notes; the need to satisfy regulatory and leg al requirements with respect to the Offering; as well as those

factors discussed under “Risk Factors” in B2Gold’ s Annual Information Form for the fiscal year ended December 31,

2023, a copy of which can be found on the Company’ s profile on the SEDAR+ website at www.sedarplus.ca and on

EDGAR at www.sec.gov/edgar . Although B2Gold has attempted to identify important factors that could cause actual

actions, events or results to differ materially from those described in Forward-looking Statements, there may be other

factors that cause actions, events or results to differ from those anticipated, estimated or intended.

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. B2Gold’ s forward-

looking statements are based on t he 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 circumstanc es 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 m aterially 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.