Mr. Clive Johnson reports

B2GOLD COMPLETES UPSIZED OFFERING OF CONVERTIBLE SENIOR NOTES

B2Gold Corp. has closed its previously announced offering of 2.75 per cent convertible senior unsecured notes due 2030 in an aggregate principal amount of $460-million (U.S.), which includes exercise of the full amount of the option to purchase an additional $60-million (U.S.) aggregate principal amount of notes. The initial conversion rate for the notes is 315.2088 common shares of the company per $1,000 (U.S.) principal amount of notes, equivalent to an initial conversion price of approximately $3.17 (U.S.) per share.

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 has been advised that the total return swap counterparty or its affiliate has purchased shares at the close of trading on Jan. 23, 2025. Such purchases may have, or have had, 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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