Mr. Clive Johnson reports

B2GOLD ANNOUNCES OFFERING OF CONVERTIBLE SENIOR NOTES

B2Gold Corp. is offering convertible senior unsecured notes due 2030 in an aggregate principal amount of $350-million (U.S.). 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 $52.5-million (U.S.) aggregate principal amount of notes.

The company intends to use the net proceeds from the offering to finance 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 balance under the company's revolving credit facility and then subsequently use future draws on the revolving credit facility to finance 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.

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 $50-million (U.S.) 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 hedge 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.

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.

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