Mr. Clive Johnson reports

B2GOLD ANNOUNCES PRICING OF UPSIZED OFFERING OF CONVERTIBLE SENIOR NOTES

B2Gold Corp. has priced its previously announced offering of convertible senior unsecured notes due 2030 in an aggregate principal amount of $400-million (U.S.). The company has granted the initial purchasers of the notes an option for a period of 15 days to purchase up to an additional $60-million (U.S.) aggregate principal amount of notes.

The notes will bear cash interest semi-annually at a rate of 2.75 per cent per annum. The initial conversion rate for the notes will be 315.2088 common shares of B2Gold per $1,000 (U.S.) principal amount of notes, equivalent to an initial conversion price of approximately $3.17 (U.S.) per share. The initial conversion rate represents a premium of approximately 35 per cent relative to today's closing sale price of the shares and is subject to adjustment in certain events.

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.

The offering is expected to close, subject to customary closing conditions, on or about Jan. 28, 2025.

The company intends to use the net proceeds from the offering to finance working capital requirements and for general corporate purposes. 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.

In connection with the offering, B2Gold entered into a cash-settled total return swap with respect 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 was advised that the total return swap counterparty or its affiliate purchased shares at the close of trading today. 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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