Mr. Clive Johnson reports

B2GOLD ANNOUNCES AMENDED SHAREHOLDER RETURN STRATEGY, INCLUDING NEW DIVIDEND FRAMEWORK AND INTENTION TO IMPLEMENT A NORMAL COURSE ISSUER BID

B2Gold Corp. has made amendments to its shareholder returns strategy to increase financial flexibility as it completes its current phase of organic growth, including the anticipated commencement of initial production from Fekola Regional in Mali, the completion of construction of the Goose mine in Nunavut, Canada, the development of the Antelope deposit at the Otjikoto mine in Namibia, and derisking activities at the Gramalote project in Colombia. All dollar figures are in U.S. dollars unless otherwise indicated.

New dividend framework

Management and the board of directors of B2Gold have completed a comprehensive review of the existing dividend level and approved a change in the company's intended quarterly dividend rate from four cents per common share (16 cents per common share on an annualized basis) to two cents per common share (eight cents per common share on an annualized basis).

Since payment of its inaugural dividend in 2020, B2Gold has paid a sector-leading dividend, principally funded through the strong free cash flow generation from its three existing operating mines. Upon acquiring Sabina Gold & Silver Corp. in April, 2023 (and the associated increase in B2Gold shares outstanding), the company continued its quarterly dividend at the same four-cent-per-common-share level while investing significantly in organic production growth opportunities, primarily advancing construction of the Goose mine and developing the infrastructure for Fekola Regional. In total, B2Gold has paid approximately $870-million in dividends to shareholders since 2020.

Based on the company's funding requirements, including completing construction of the Goose mine (which remains on schedule and on budget to the current timeline and total construction cost estimate as outlined in B2Gold's Sept. 12, 2024, news release), advancing development of the Antelope deposit at the Otjikoto mine, derisking activities at the Gramalote project in Colombia, combined with the upcoming delivery of approximately 265,000 gold ounces from July, 2025, to June, 2026, to satisfy its gold prepayment arrangement entered into in January, 2024, the company determined that modifying the quarterly dividend level to two cents per common share is commensurate to the current growth phase of the company and provides additional financial flexibility to advance and complete its organic growth opportunities, while still providing shareholders with a sustainable dividend moving forward.

Returning capital to shareholders remains a foundational element of B2Gold's capital allocation philosophy. Under the amended dividend framework, the pro forma dividend yield as of Dec. 31, 2024, would be 3.3 per cent, remaining one of the highest dividend yields among the global precious metal producers.

Clive Johnson, president and chief executive officer of B2Gold, stated: "Since inception of our first common share dividend in 2020, B2Gold has paid approximately $870-million in dividends to shareholders, reflecting the strong free cash flow generation of our portfolio of operating assets over the past four years. As we enter an organic production growth phase, starting shortly with the anticipated commencement of gold production from both Fekola Regional and the Goose mine, it is important to maintain our strong financial position as well as flexibility for internal growth projects moving forward. In conjunction with the revised dividend framework, we are announcing the intent to implement a normal course issuer bid, which will allow the company to have increased flexibility with respect to returning capital to shareholders, as well as take advantage of periods of time when the market value of our shares do not properly reflect the underlying value of our business."

The declaration and payment of future dividends and the amount of any such dividends will be subject to the determination of the board, in its sole and absolute discretion, taking into account, among other things, economic conditions, business performance, financial condition, growth plans, expected capital requirements, compliance with B2Gold's constating documents, all applicable laws, including the rules and policies of any applicable stock exchange, as well as any contractual restrictions on such dividends, including any agreements entered into with lenders to the company, and any other factors that the board deems appropriate at the relevant time. There can be no assurance that any dividends will be paid at the revised intended rate or at all in the future.

Intention to implement normal course issuer bid

B2Gold intends to implement a normal course issuer bid (NCIB) to purchase, on the open market through the facilities of the Toronto Stock Exchange, NYSE American, other designated exchanges, and/or alternative Canadian and U.S. trading systems, or by such other means as may be permitted by applicable Canadian and U.S. securities laws, up to 5 per cent of the outstanding common shares of the company, subject to the approval of the TSX. As at Jan. 13, 2025, the company had 1,318,040,605 shares outstanding. The company intends to file a notice of intention with the TSX in this regard.

Subject to the approval of the TSX, it is expected that the NCIB will begin later in the first quarter of 2025 and will end at the latest 12 months from the date of the implementation of the NCIB. Purchases made on the open market through the facilities of the TSX, NYSE American and alternative trading systems will be made at the prevailing market price at the time of purchase, or such other price as may be permitted by the TSX and applicable U.S. securities laws. The company may also purchase shares pursuant to exemption orders from applicable securities regulatory authorities and such purchases will be at a discount to the prevailing market price. The shares purchased by B2Gold under the NCIB will be cancelled. The company will only make purchases under the NCIB once all regulatory approvals are obtained.

The company will retain discretion whether to make purchases under the NCIB, and to determine the timing, amount and acceptable price of any such purchases, subject at all times to applicable TSX, NYSE American and other regulatory requirements. However, the company may enter into a predefined plan on occasion with its broker to allow for the repurchase of shares at times when the company ordinarily would not be active in the market due to its prescheduled blackout periods. Such form of a purchase plan will be adopted in accordance with Canadian and U.S. securities laws, and is subject to the approval of the TSX.

The company's decision to approve the NCIB is consistent with its amended shareholder return strategy outlined in detail above, and reflective of the company's belief that the market may undervalue the shares of B2Gold from time to time and that the shares may trade in a price range that may not adequately reflect the value of the shares in relation to the business, assets and prospects of B2Gold from time to time, and that purchases of shares pursuant to the NCIB may represent an appropriate and desirable use of the company's capital.

The company intends to announce when the NCIB has been approved by the TSX with additional details regarding the time frame allowed for the NCIB and details around the number of shares available for the company to purchase under the NCIB, in the aggregate and per trading day.

About B2Gold Corp.

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. B2Gold forecasts total consolidated gold production of between 970,000 and 1,075,000 ounces in 2025.

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