Mr. Clive Johnson reports

B2GOLD CORP. LAUNCHES PRIVATE OFFERING OF US$225 MILLION OF CONVERTIBLE SENIOR SUBORDINATED NOTES

B2Gold Corp. is offering $225-million (U.S.) principal amount of convertible senior subordinated notes due 2018 to qualified institutional buyers in accordance with the Rule 144A under the U.S. Securities Act of 1933, as amended. The company intends to use the net proceeds from the sale of the notes for general corporate purposes.

B2Gold expects to grant the initial purchasers of the notes a 30-day option to purchase up to an additional $33.75-million (U.S.) principal amount of notes to cover overallotments, if any.

The notes will bear cash interest payable semi-annually in arrears at a fixed rate and be convertible by holders under certain circumstances. B2Gold currently expects that upon conversion, B2Gold may elect to settle the notes by paying or delivering, as the case may be, B2Gold common shares or, subject to the satisfaction of certain conditions, cash or a combination of cash and shares.

We seek Safe Harbor.