6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of November, 2023

Commission File Number: 001-35936

B2Gold Corp.

(Translation of registrant’s name into English)

British Columbia, Canada

(Jurisdiction of incorporation or organization)

Suite 3400, Park Place

666 Burrard Street,

Vancouver, British Columbia V6C 2X8

Canada

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

[   ] Form 20-F              [X] Form 40-F

INCORPORATION BY REFERENCE

Exhibit 99.1 (Consolidated Financial Statements for the Nine Months Ended September 30, 2023) and Exhibit 99.2 (Management's Discussion and Analysis for the Quarter Ended September 30, 2023) to this Report on Form 6-K are incorporated by reference into this report and are hereby incorporated by reference into and as an exhibit to the registrant's Registration Statements on Form S-8 (File Nos. 333-273659, 333-239197, 333-226063, 333-206811, 333-200228, 333-192555 333-232158 and 333-218710), in all cases as amended or supplemented, to the extent not superseded by documents or reports subsequently filed or furnished by us under the Securities Act of 1933 or the Securities Exchange Act of 1934, in each case as amended.

In addition, the Company amended its Performance Share Unit Plan on November 7, 2023 (the “Amended PSU Plan”) to add an option to settle future PSU grants, when vested, in cash (instead of shares) at the Company’s sole discretion, and to add a provision to account for the adoption of an amended and restated Executive Officer Incentive Compensation Clawback Policy (the “Clawback Policy”) to comply with new rules of the New York Stock Exchange American set forth in Listed Company Manual Section 811 -- Erroneously Awarded Compensation, which Amended PSU Plan is attached as Exhibit 99.5 (B2Gold Corp. Performance Share Unit Plan, as amended) to this Report on Form 6-K, which is hereby incorporated by reference into this report on Form 6-K and is hereby incorporated by reference into and as an exhibit to the registrant's Registration Statement on Form S-8 (File No. 333-232158).

DOCUMENTS INCLUDED AS PART OF THIS FORM 6-K

See the Exhibit Index hereto.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		B2Gold Corp.
Date: November 8, 2023	By:	/s/ Randall Chatwin
	Name:	Randall Chatwin
	Title:	Senior Vice President, Legal & Corporate Communications

EXHIBIT INDEX

Exhibit
No.	Description
99.1	Consolidated Financial Statements for the Nine Months Ended September 30, 2023
99.2	Management’s Discussion and Analysis for the Quarter Ended September 30, 2023
99.3	Certification of Interim Filing - CEO
99.4	Certification of Interim Filing - CFO
99.5	Performance Share Unit Plan

Document

B2GOLD CORP.

Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2023

(Unaudited)

B2GOLD CORP.

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30

(Expressed in thousands of United States dollars, except per share amounts)

(Unaudited)

	For the three<br>months ended<br>Sept. 30, 2023		For the three<br>months ended<br>Sept. 30, 2022		For the nine<br>months ended<br>Sept. 30, 2023		For the nine<br>months ended<br>Sept. 30, 2022
Gold revenue	$	477,888	$	392,554	$	1,422,298	$	1,140,122
Cost of sales
Production costs	(171,425)		(185,704)		(451,791)		(466,967)
Depreciation and depletion	(101,568)		(94,207)		(293,388)		(253,344)
Royalties and production taxes	(34,389)		(26,644)		(102,661)		(76,235)
Total cost of sales	(307,382)		(306,555)		(847,840)		(796,546)
Gross profit	170,506		85,999		574,458		343,576
General and administrative	(13,064)		(10,384)		(41,170)		(33,761)
Share-based payments (Note 11)	(4,289)		(5,808)		(15,734)		(18,253)
(Impairment) reversal of impairment of long-lived assets<br><br>(Note 8)	(111,597)		—		(116,482)		909
Write-down of mineral property interests (Note 8)	(565)		(3,927)		(17,022)		(7,085)
Share of net income of associates	5,561		2,080		17,549		8,991
Restructuring charges (Note 8)	(5,071)		—		(12,151)		—
Foreign exchange losses	(11,739)		(7,982)		(14,588)		(16,439)
Community relations	(1,158)		(873)		(3,883)		(1,945)
Loss on sale of mineral property (Note 8)	—		(2,804)		—		(2,804)
Other expense	(1,061)		(1,776)		(8,396)		(2,746)
Operating income	27,523		54,525		362,581		270,443
Interest and financing expense	(3,190)		(2,709)		(9,032)		(7,983)
Interest income	3,887		3,168		15,741		7,796
Change in fair value of gold stream (Note 4 and Note 14)	7,600		—		6,500		—
Gains (losses) on derivative instruments (Note 13)	5,667		(8,751)		6,092		18,297
Other (expense) income	(951)		453		(5,069)		6,513
Income from operations before taxes	40,536		46,686		376,813		295,066
Current income tax, withholding and other taxes (Note 16)	(68,210)		(32,520)		(216,155)		(140,315)
Deferred income tax expense (Note 16)	(7,096)		(35,400)		(1,674)		(44,496)
Net (loss) income for the period	$	(34,770)	$	(21,234)	$	158,984	$	110,255
Attributable to:
Shareholders of the Company	$	(43,070)	$	(23,410)	$	123,321	$	95,117
Non-controlling interests (Note 12)	8,300		2,176		35,663		15,138
Net (loss) income for the period	$	(34,770)	$	(21,234)	$	158,984	$	110,255
(Loss) earnings per share (attributable to shareholders of the Company) (Note 11)
Basic	$	(0.03)	$	(0.02)	$	0.10	$	0.09
Diluted	$	(0.03)	$	(0.02)	$	0.10	$	0.09
Weighted average number of common shares outstanding (in thousands) (Note 11)
Basic	1,297,175		1,064,301		1,208,942		1,060,826
Diluted	1,297,175		1,064,301		1,213,349		1,067,753

See accompanying notes to condensed interim consolidated financial statements.

B2GOLD CORP.

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30

(Expressed in thousands of United States dollars)

(Unaudited)

	For the three<br>months ended<br>Sept. 30, 2023		For the three<br>months ended<br>Sept. 30, 2022		For the nine<br>months ended<br>Sept. 30, 2023		For the nine<br>months ended<br>Sept. 30, 2022
Net (loss) income for the period	$	(34,770)	$	(21,234)	$	158,984	$	110,255
Other comprehensive income (loss)
Items that will not be subsequently reclassified to net income:
Unrealized gain (loss) on investments (Note 7)	10,313		(5,207)		13,358		(14,577)
Other comprehensive income (loss) for the period	10,313		(5,207)		13,358		(14,577)
Total comprehensive (loss) income for the period	$	(24,457)	$	(26,441)	$	172,342	$	95,678
Other comprehensive income (loss) attributable to:
Shareholders of the Company	$	10,313	$	(5,207)	$	13,358	$	(14,577)
Non-controlling interests	—		—		—		—
	$	10,313	$	(5,207)	$	13,358	$	(14,577)
Total comprehensive (loss) income attributable to:
Shareholders of the Company	$	(32,757)	$	(28,617)	$	136,679	$	80,540
Non-controlling interests	8,300		2,176		35,663		15,138
	$	(24,457)	$	(26,441)	$	172,342	$	95,678

See accompanying notes to condensed interim consolidated financial statements.

B2GOLD CORP.

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30

(Expressed in thousands of United States dollars)

(Unaudited)

	For the three<br>months ended<br>Sept. 30, 2023		For the three<br>months ended<br>Sept. 30, 2022		For the nine<br>months ended<br>Sept. 30, 2023		For the nine<br>months ended<br>Sept. 30, 2022
Operating activities
Net (loss) income for the period	$	(34,770)	$	(21,234)	$	158,984	$	110,255
Mine restoration provisions settled	(344)		—		(923)		—
Non-cash charges, net (Note 17)	226,559		160,355		455,500		331,700
Changes in non-cash working capital (Note 17)	(28,339)		(34,362)		(7,061)		(87,833)
Changes in long-term supplies inventory (Note 6)	(30,407)		—		(30,407)		—
Changes in long-term value added tax receivables	(22,495)		(11,641)		(67,083)		(28,815)
Cash provided by operating activities	110,204		93,118		509,010		325,307
Financing activities
Extinguishment of gold stream and construction financing obligations (Note 4)	—		—		(111,819)		—
Repayment of equipment loan facilities (Note 10)	(3,448)		(879)		(9,913)		(12,374)
Interest and commitment fees paid	(1,343)		(725)		(3,463)		(3,049)
Cash proceeds from stock option exercises (Note 11)	6,486		335		12,394		12,966
Dividends paid (Note 11)	(45,378)		(42,949)		(140,084)		(127,695)
Principal payments on lease arrangements (Note 10)	(1,135)		(1,732)		(4,624)		(5,399)
Distributions to non-controlling interests (Note 12)	(13,601)		(23,648)		(17,881)		(27,828)
Revolving credit facility transaction costs	(3,296)		—		(3,296)		(2,401)
Other	2,434		1,788		4,021		2,518
Cash used by financing activities	(59,281)		(67,810)		(274,665)		(163,262)
Investing activities
Expenditures on mining interests:
Fekola Mine	(83,166)		(20,353)		(211,112)		(68,779)
Masbate Mine	(5,896)		(10,158)		(20,947)		(29,908)
Otjikoto Mine	(13,290)		(20,292)		(46,266)		(59,575)
Goose Project	(88,082)		—		(156,694)		—
Fekola Regional, pre-development	(16,535)		(5,154)		(46,345)		(12,083)
Gramalote Project	(854)		(4,273)		(2,568)		(12,810)
Other exploration and development (Note 17)	(17,770)		(16,269)		(58,313)		(45,505)
Cash acquired on acquisition of Sabina Gold & Silver Corp. (Note 4)	—		—		38,083		—
Transaction costs paid on acquisition of Sabina Gold & Silver Corp. (Note 4)	—		—		(6,672)		—
Purchase of long-term investment (Note 7)	(879)		—		(32,759)		—
Cash paid for purchase of non-controlling interest (Note 8)	—		—		(6,704)		—
Deferred consideration received (Note 8)	—		45,000		3,850		45,000
Cash paid on acquisition of mineral property (Note 8)	—		—		—		(48,258)
Cash paid on acquisition of Oklo Resources Ltd (Note 8)	—		(21,130)		—		(21,130)
Cash acquired on acquisition of Oklo Resources Ltd	—		1,415		—		1,415
Loan to associate (Note 9)	(2,453)		(5,000)		(2,453)		(5,000)
Cash paid on exercise of mineral property option	—		—		—		(7,737)
Funding of reclamation accounts	(2,189)		(954)		(4,829)		(5,052)
Other	(3,833)		1,626		(4,191)		1,268
Cash used by investing activities	(234,947)		(55,542)		(557,920)		(268,154)
Decrease in cash and cash equivalents	(184,024)		(30,234)		(323,575)		(106,109)
Effect of exchange rate changes on cash and cash equivalents	(12,614)		(7,002)		(18,802)		(17,434)
Cash and cash equivalents, beginning of period	506,207		586,692		651,946		672,999
Cash and cash equivalents, end of period	$	309,569	$	549,456	$	309,569	$	549,456
Supplementary cash flow information (Note 17)

See accompanying notes to condensed interim consolidated financial statements.

B2GOLD CORP.

CONDENSED INTERIM CONSOLIDATED BALANCE SHEETS

(Expressed in thousands of United States dollars)

(Unaudited)

	As at September 30,<br>2023		As at December 31,<br>2022
Assets
Current
Cash and cash equivalents	$	309,569	$	651,946
Accounts receivable, prepaids and other (Note 5)	32,597		28,811
Deferred consideration receivable	—		3,850
Value-added and other tax receivables	21,534		18,533
Inventories (Note 6)	343,628		332,031
	707,328		1,035,171
Long-term investments (Note 7)	78,229		31,865
Value-added tax receivables	168,306		121,323
Mining interests (Note 8 and Note 20 - Schedules)
Owned by subsidiaries and joint operations	3,593,868		2,274,730
Investments in associates	132,713		120,049
Long-term stockpile (Note 6)	55,470		48,882
Long-term supplies inventory (Note 6)	46,855		—
Other assets (Note 9)	68,879		49,213
	$	4,851,648	$	3,681,233
Liabilities
Current
Accounts payable and accrued liabilities	$	176,931	$	114,791
Current income and other taxes payable	111,171		95,623
Current portion of long-term debt (Note 10)	15,145		15,519
Current portion of mine restoration provisions	4,622		5,545
Other current liabilities	16,804		2,138
	324,673		233,616
Long-term debt (Note 10)	34,309		41,709
Gold stream obligation (Note 4 and Note 14)	120,800		—
Mine restoration provisions	94,301		95,568
Deferred income taxes	184,189		182,515
Employee benefits obligation	18,729		8,121
Other long-term liabilities	8,707		7,915
	785,708		569,444
Equity
Shareholders’ equity
Share capital (Note 11)	3,448,404		2,487,624
Contributed surplus	80,478		78,232
Accumulated other comprehensive loss	(132,511)		(145,869)
Retained earnings	560,226		588,139
	3,956,597		3,008,126
Non-controlling interests (Note 12)	109,343		103,663
	4,065,940		3,111,789
	$	4,851,648	$	3,681,233
Commitments (Note 19)
Approved by the Board	"Clive T. Johnson"	Director	"Lisa M. Pankratz"	Director
---	---	---	---	---

See accompanying notes to condensed interim consolidated financial statements.

B2GOLD CORP.

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

FOR THE NINE MONTHS ENDED SEPTEMBER 30

(Expressed in thousands of United States dollars)

(Unaudited)

	2023
	Shares<br>(‘000’s)	Share<br>capital		Contributed<br><br>surplus		Accumulated<br><br>other<br><br>comprehensive<br><br>loss		Retained earnings		Non-<br><br>controlling<br><br>interests		Total<br>equity
Balance at December 31, 2022	1,074,695	$	2,487,624	$	78,232	$	(145,869)	$	588,139	$	103,663	$	3,111,789
Net income for the period	—	—		—		—		123,321		35,663		158,984
Shares and replacement options issued on acquisition of Sabina Gold & Silver Corp. (Note 4)	216,452	925,375		5,075		—		—		—		930,450
Dividends (Note 11)	2,238	6,443		934		—		(147,692)		—		(140,315)
Unrealised gain on investments (Note 7)	—	—		—		13,358		—		—		13,358
Shares issued on exercise of stock options (Note 11)	4,875	12,394		—		—		—		—		12,394
Shares issued on vesting of RSUs<br><br>(Note 11)	1,379	5,780		(5,780)		—		—		—		—
Shares issued on vesting of PSUs<br><br>(Note 11)	741	5,658		(8,603)		—		—		—		(2,945)
Transactions with non-controlling interests<br><br>(Note 12)	—	—		—		—		(3,542)		(29,983)		(33,525)
Share-based payments (Note 11)	—	—		15,750		—		—		—		15,750
Transfer to share capital on exercise of stock options	—	5,130		(5,130)		—		—		—		—
Balance at September 30, 2023	1,300,380	$	3,448,404	$	80,478	$	(132,511)	$	560,226	$	109,343	$	4,065,940
	2022
---	---	---	---	---	---	---	---	---	---	---	---	---	---
	Shares<br>(‘000’s)	Share<br>capital		Contributed<br><br>surplus		Accumulated<br><br>other<br><br>comprehensive<br><br>loss		Retained earnings		Non-<br><br>controlling<br><br>interests		Total<br>equity
Balance at December 31, 2021	1,056,334	$	2,422,184	$	67,028	$	(136,299)	$	507,381	$	100,713	$	2,961,007
Net income for the period	—	—		—		—		95,117		15,138		110,255
Dividends (Note 11)	—	—		869		—		(128,775)		—		(127,906)
Unrealised loss on investments	—	—		—		(14,577)		—		—		(14,577)
Shares issued on exercise of stock options (Note 11)	4,430	12,966		—		—		—		—		12,966
Shares issued on vesting of RSUs<br><br>(Note 11)	2,375	8,716		(8,716)		—		—		—		—
Shares issued on acquisition of Oklo Resources Ltd (Note 8)	10,743	35,658		—		—		—		—		35,658
Transactions with non-controlling interests	—	—		—		—		2,998		(28,182)		(25,184)
Share-based payments (Note 11)	—	—		19,519		—		—		—		19,519
Transfer to share capital on exercise of stock options	—	4,944		(4,944)		—		—		—		—
Balance at September 30, 2022	1,073,882	$	2,484,468	$	73,756	$	(150,876)	$	476,721	$	87,669	$	2,971,738

See accompanying notes to condensed interim consolidated financial statements.

B2GOLD CORP.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the nine months ended September 30, 2023

(All tabular amounts are in thousands of United States dollars unless otherwise stated)

(Unaudited)

1 Nature of operations

B2Gold Corp. (“B2Gold” or the “Company”) is a Vancouver-based gold producer with three operating mines. The Company operates the Fekola Mine in Mali, the Masbate Mine in the Philippines and the Otjikoto Mine in Namibia. The Company has a 50% joint operation interest in the Gramalote gold project in Colombia (the "Gramalote Project"). Subsequent to September 30, 2023, on October 5, 2023, the acquisition of the remaining 50% interest in the the Gramalote Project was completed. The Company also has an approximately 24% interest in Calibre Mining Corp. ("Calibre") and an approximately 19% interest in BeMetals Corp. ("BeMetals"). In addition, the Company has a portfolio of evaluation and exploration assets in other countries including Mali and Finland.

On April 14, 2023, the Company obtained control of Sabina Gold & Silver Corp. ("Sabina"), resulting in the acquisition of the 100% owned Back River Gold District, including the Goose Project, located in Nunavut, Canada (Note 4).

B2Gold is a public company which is listed on the Toronto Stock Exchange under the symbol “BTO”, the NYSE American LLC under the symbol “BTG” and the Namibian Stock Exchange under the symbol “B2G”. B2Gold’s head office is located at Suite 3400, Park Place, 666 Burrard Street, Vancouver, British Columbia, V6C 2X8.

2 Basis of preparation

These condensed interim consolidated financial statements have been prepared in accordance with International Accounting Standard 34, Interim Financial Reporting, of International Financial Reporting Standards as issued by the International Accounting Standards Board ("IFRS"). These condensed interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2022, which have been prepared in accordance with IFRS.

These condensed interim consolidated financial statements follow the same accounting policies and methods of application as the most recent audited consolidated financial statements of the Company.

These condensed consolidated interim financial statements were authorized for issue by the Board of Directors ("Board") on November 8, 2023.

Amendments to IAS 12, Income taxes

In May 2023, the International Accounting Standards Board issued amendments to IAS 12, Income taxes, to clarify the application to income taxes arising from tax law enacted or substantively enacted related to the Pillar Two model rules published by the Organization for Economic Co-operation and Development (OECD). The amendments require a mandatory temporary exception which prohibits the accounting for deferred taxes arising from tax law that implements the Pillar Two model rules. These amendments were effective immediately upon their release. The amendments also require disclosures that explain an entity's exposure to Pillar Two income taxes. These disclosure requirements are effective for annual reporting periods beginning on or after January 1, 2023, but are not required for interim periods before December 31, 2023.

In August 2023, Finance Canada released, for public consultation, the draft legislation to implement the OECD's Pillar Two global minimum tax regime. As at September 30, 2023, there was no tax legislation enacted or substantively enacted related to the Pillar Two model in the jurisdictions we operate. We are currently assessing the potential impact of these amendments on our annual financial statements.

3 Significant accounting judgements and estimates

The preparation of these financial statements in conformity with IFRS requires judgements and estimates that affect the amounts reported. Those judgements and estimates concerning the future may differ from actual results. The following are the areas of accounting policy judgement and accounting estimates applied by management that most significantly affect the Company’s financial statements, including those areas of estimation uncertainty that could result in a material adjustment to the carrying amounts of assets and liabilities within the next financial year.

Areas of judgement

Uncertain tax positions

The Company’s operations involve the application of complex tax regulations in multiple international jurisdictions. Determining the tax treatment of a transaction requires the Company to apply judgement in its interpretation of the

B2GOLD CORP.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the nine months ended September 30, 2023

(All tabular amounts are in thousands of United States dollars unless otherwise stated)

(Unaudited)

applicable tax law. These positions are not final until accepted by the relevant tax authority. The tax treatment may change based on the result of assessments or audits by the tax authorities often years after the initial filing.

The Company recognizes and records potential liabilities for uncertain tax positions based on its assessment of the amount, or range of amounts of tax that will be due. The Company adjusts these accruals as new information becomes available. Due to the complexity and uncertainty associated with certain tax treatments, the ultimate resolution could result in a payment that is materially different from the Company’s current estimate of the tax liabilities.

Sources of estimation uncertainty

Fair value of financial instruments

The fair value of financial instruments that are not traded in an active market are determined using valuation techniques. The Company makes significant assumptions that are based on the underlying models and the market conditions existing at both initial recognition and the end of each reporting period.

Mineral reserve and resource estimates

Mineral reserves are estimates of the amount of ore that can be economically and legally extracted from the Company’s mining properties. The Company estimates its mineral reserves and mineral resources based on information compiled by appropriately qualified persons relating to the geological data on the size, depth and shape of the ore body, and requires complex geological judgements to interpret the data. The estimation of recoverable reserves is based upon factors such as estimates of foreign exchange rates, commodity prices, future capital requirements, metallurgical recoveries, permitting and production costs along with geological assumptions and judgements made in estimating the size, and grade of the ore body. Changes in the reserve or resource estimates may impact the carrying value of mining interests, mine restoration provisions, recognition of deferred tax assets, depreciation and amortization charges and royalties receivable.

Impairment of long-lived assets

Long-lived assets are tested for impairment, or reversal of a previous impairment, if there is an indicator of impairment or a subsequent reversal. Calculating the estimated recoverable amount of cash generating units for long-lived assets requires management to make estimates and assumptions that include such factors as reserves and resources, future production levels, metallurgical recovery estimates, operating and capital costs, future metal prices and discount rates. Changes in any of these assumptions or estimates used in determining the recoverable amount could impact the analysis. Such changes could be material.

Value-added tax receivables

The Company incurs indirect taxes, including value-added tax, on purchases of goods and services at its operating mines and development projects. Indirect tax balances are recorded at their estimated recoverable amounts within current or long-term assets, net of provisions, and reflect the Company’s best estimate of their recoverability under existing tax rules in the respective jurisdictions in which they arise. Management’s assessment of recoverability considers the probable outcomes and expected timing of claimed deductions and/or disputes. The provisions and balance sheet classifications made to date may be subject to change and such change may be material.

Long-term value-added tax receivables includes amounts for the Fekola Mine of $102 million (December 31, 2022 - $77 million), for the Masbate Mine of $57 million (December 31, 2022 – $37 million), and for the Gramalote Project of $9 million (December 31, 2022 - $7 million).

Current and deferred income taxes

The Company is periodically required to estimate the tax basis of assets and liabilities. Where applicable tax laws and regulations are either unclear or subject to varying interpretations, it is possible that changes in these estimates could occur that materially affect the amounts of deferred income tax assets and liabilities recorded in the financial statements. Changes in deferred tax assets and liabilities generally have a direct impact on earnings in the period that the changes occur.

Each period, the Company evaluates the likelihood of whether some portion or all of each deferred tax asset will not be realized. This evaluation is based on historic and future expected levels of taxable income and the associated repatriation of retained earnings, the pattern and timing of reversals of taxable temporary timing differences that give rise to deferred tax liabilities, and tax planning initiatives. Levels of future taxable income are affected by, among other things, metal prices, production costs, quantities of proven and probable gold reserves, interest rates and foreign currency exchange rates. The

B2GOLD CORP.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the nine months ended September 30, 2023

(All tabular amounts are in thousands of United States dollars unless otherwise stated)

(Unaudited)

availability of retained earnings for distribution depends on future levels of taxable income as well as future reclamation expenditures, capital expenditures, dividends and other uses of available cash flow.

4     Acquisition of Sabina

On April 19, 2023, the Company completed the acquisition of all of the issued and outstanding common shares of Sabina (the “Transaction”), resulting in the acquisition of the 100% owned Back River Gold District, including the Goose Project, located in Nunavut, Canada. The acquisition has been accounted for as a purchase of assets as the Company concluded that it did not acquire processes that could develop the acquired inputs into an operating mine. For accounting purposes, it was determined that B2Gold obtained control of Sabina on April 14, 2023, which is the date when the Transaction was irrevocably approved by the Supreme Court of British Columbia, giving the Company the ability to direct the use of the net assets acquired.

The cost of the acquisition was approximately $937 million, consisting of the fair value of B2Gold shares issued of $925 million, based on the issuance of 216,451,555 B2Gold shares at Cdn. $5.72 per share and a foreign exchange rate of Cdn. $1.3379 to $1, the fair value of B2Gold replacement stock options of $5 million (3,342,413 equivalent stock options for B2Gold common shares), plus B2Gold transaction costs of $7 million. The replacement stock options have been valued using the Black-Scholes option pricing model based on a risk-free annual interest rates ranging from 3.6% to 3.8%, an expected volatility of between 33% and 50%, an expected average life of up to 3.2 years and a dividend yield of 3.7%.

The purchase price was calculated as follows:

	$
Common shares issued (216,451,555 common shares)	925,375
Fair value of B2Gold replacement stock options	5,075
Transaction costs	6,672
	937,122

The purchase price was allocated based on the estimated fair value of the assets acquired and liabilities assumed as follows:

	$
Cash and cash equivalents	38,083
Accounts receivable, prepaids and other	816
Value added and other tax receivables	2,637
Mining interests - Goose Project, including PP&E	1,084,247
Mining interests - Hackett River Royalty	64,540
Mining interests - Other exploration & evaluation properties (including the George Property)	28,533
Other assets	15,738
Accounts payable and accrued liabilities	(41,344)
Current portion of long-term debt	(3,770)
Gold stream obligation (Note 14)	(173,700)
Construction financing obligations	(65,419)
Long-term debt	(6,716)
Mine restoration provision	(3,436)
Other long-term liabilities	(3,087)
	937,122

The purchase price was allocated to the assets acquired and liabilities assumed in accordance with their relative fair value. The value of the Goose Project mineral interest was determined using a combination of a discounted cash flow model and a comparable market transactions approach. The discounted cash flow model incorporated estimates and assumptions that included reserves and resources, future production levels, operating capital costs, a long-term gold price per ounce and discount rate. The value of the property, plant and equipment at the Goose Project was based on a trending analysis of recent purchases and the value of the other exploration and evaluation properties was determined to be historical cost.

As a result of the transaction, the Company also acquired a silver production royalty (the “Hackett River Royalty") equal to 22.5% of the first 190 million ounces of payable silver from the then current resource at Hackett River and other properties (the "Properties") and 12.5% of all payable silver from the Properties thereafter at no future cost. The fair value of the interest in the Hackett River Project was determined using a comparable market transactions approach.

B2GOLD CORP.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the nine months ended September 30, 2023

(All tabular amounts are in thousands of United States dollars unless otherwise stated)

(Unaudited)

The Company assumed certain construction financing and gold stream obligations from Sabina. The fair value of the construction financing obligations at acquisition was based on their extinguishment value. The Company also assumed a $125 million gold stream obligation (Note 14). The fair value of the gold stream obligation on acquisition was also based on its extinguishment value plus the fair value of the gold stream obligation retained. See Note 15 for details of the valuation of the portion of the gold stream arrangement retained.

Following completion of the Transaction, the Company extinguished certain gold stream and construction financing obligations with payments totalling $112 million, as follows:

•a $46 million payment to extinguish one-third of the $125 million gold stream obligation;

•a $63 million payment to extinguish the gold metal off take agreement;

•a $2 million payment to extinguish the senior secured debt facility; and

•a $1 million payment to extinguish the $75 million gold prepay facility

5 Accounts receivable, prepaids and other

	September 30, 2023	December 31, 2022
	$	$
Supplier advances	11,299	12,805
Prepaid expenses	7,743	4,062
Current portion of derivative instruments (Note 13)	4,582	5,009
Other receivables	8,973	6,935
	32,597	28,811

6 Inventories

	September 30, 2023	December 31, 2022
	$	$
Gold and silver bullion	51,562	49,467
In-process inventory	18,009	14,653
Ore stock-pile inventory	82,281	96,879
Materials and supplies	191,776	171,032
	343,628	332,031

Ore stock-pile inventory includes amounts for the Fekola Mine of $62 million (December 31, 2022 - $75 million), for the Masbate Mine of $9 million (December 31, 2022 - $12 million), and for the Otjikoto Mine of $11 million (December 31, 2022 – $10 million).

Long-term stock-pile inventory includes amounts for the Otjikoto Mine of $42 million (December 31, 2022 – $40 million), for the Fekola Mine of $6 million (December 31, 2022 - $6 million), and for the Masbate Mine of $7 million (December 31, 2022 - $3 million).

Long-term supplies inventory are supplies for the Back River Project that are expected to be consumed beyond the next twelve months.

B2GOLD CORP.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the nine months ended September 30, 2023

(All tabular amounts are in thousands of United States dollars unless otherwise stated)

(Unaudited)

7 Long-term investments

	September 30, 2023			December 31, 2022
	Cost<br>$	AOCI<br>$	Fair Value<br>$	Cost<br>$	AOCI<br>$	Fair Value<br>$
Snowline Gold Corp.	32,759	19,937	52,696	—	—	—
West African Resources Ltd.	20,530	(9,542)	10,988	20,530	(2,766)	17,764
Osino Resources Corp.	6,955	2,078	9,033	6,955	347	7,302
St. Augustine Gold & Copper Ltd.	20,193	(16,180)	4,013	20,193	(16,670)	3,523
Matador Mining Ltd.	2,362	(1,484)	878	2,362	68	2,430
RTG Mining Inc.	13,400	(12,999)	401	13,400	(12,798)	602
Other	899	(679)	220	652	(408)	244
Balance, end of period	97,098	(18,869)	78,229	64,092	(32,227)	31,865

During the nine months ended September 30, 2023, the Company purchased 14 million shares (representing a 9.9% ownership interest) of Snowline Gold Corp. for a total of $33 million.

B2GOLD CORP.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the nine months ended September 30, 2023

(All tabular amounts are in thousands of United States dollars unless otherwise stated)

(Unaudited)

8 Mining interests

	September 30, 2023	December 31, 2022
	$	$
Property, plant and equipment (depletable)
Fekola Mine, Mali
Cost	1,983,522	1,769,945
Accumulated depreciation and depletion	(975,454)	(819,882)
	1,008,068	950,063
Masbate Mine, Philippines
Cost	1,129,635	1,114,513
Accumulated depreciation and depletion	(592,033)	(537,474)
	537,602	577,039
Otjikoto Mine, Namibia
Cost	913,634	864,801
Accumulated depreciation and depletion	(627,420)	(558,687)
	286,214	306,114
Development and pre-development properties (pre-depletable)
Goose Project, Canada (Note 4)	1,268,272	—
Fekola Regional pre-development, Mali	73,771	30,716
Burkina Faso Royalties, Burkina Faso	21,087	—
	1,363,130	30,716
Exploration and evaluation properties (pre-depletable)
Gramalote Project, Colombia, net of impairment	26,744	135,625
Hackett River Royalty, Canada (Note 4)	64,540	—
Dandoko Property, Mali	62,930	58,292
Bakolobi Property, Mali	59,308	51,956
Menankoto Property, Mali	51,471	41,569
Bantako North Property, Mali	31,993	23,575
Finland Properties, Finland	30,936	22,523
George Property, Canada (Note 4)	22,966	—
Kiaka Royalty, Burkina Faso	—	18,488
Uzbekistan Properties, Uzbekistan	—	12,996
Other	26,719	18,954
	377,607	383,978
Corporate (depletable)
Office, furniture and equipment, net	21,247	26,820
	3,593,868	2,274,730
Investments in associates (accounted for using the equity method)
Calibre, Various	129,533	111,774
BeMetals, Various, net of impairment	3,180	8,275
	132,713	120,049
	3,726,581	2,394,779

Gramalote

Subsequent to September 30, 2023, on October 5, 2023, the Company completed the acquisition of the remaining 50% the net assets of the Gramalote Project from its joint venture partner AngloGold Ashanti Limited ("AngloGold").

B2GOLD CORP.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the nine months ended September 30, 2023

(All tabular amounts are in thousands of United States dollars unless otherwise stated)

(Unaudited)

The purchase price consists of the following cash payments to AngloGold contingent on certain milestones:

•$20 million paid upon closing of the transaction

•$10 million to be paid upon B2Gold announcing a construction decision at the Gramalote Project;

•$10 million to be paid upon commercial production at the Gramalote Project, contingent on commercial production beginning within five years of closing;

•$10 million to be paid on the first anniversary of commercial production at the Gramalote Project;

•$10 million to be paid on the second anniversary of commercial production at the Gramalote Project.

The total purchase price of $34 million has been determined using IFRS 13, Fair value measurements, including an estimate for the future contingent payments using the expected value approach. Future contingent payments are recognized as a liability at amortized cost. The expected value approach develops a set of probability-based outcomes for the payment of contingent consideration discounted based on market participant assumptions to determine the fair value. The assumptions used in the valuation included the timing and probability of contingent payments and the discount rate. The fair value of the contingent consideration was estimated to be $14 million. The total purchase price was allocated to the net identifiable assets and liabilities acquired, including the mineral interests, working capital, VAT receivables and reclamation liabilities. The value of the 50% Gramalote Project mineral interests was determined to be $27 million.

The acquisition of the AngloGold's 50% share of the Gramalote Project was considered to be an impairment indicator for the Company's existing 50% of the Gramalote Project under IFRS 6, Exploration and evaluation of mineral resources, at September 30, 2023. The recoverable value of $27 million allocated to the Company's existing 50% share of the Gramalote Project resulted in a net impairment charge of $112 million.

Otjikoto

During the nine months ended September 30, 2023, the Company communicated to employees about the phased closure plan for the Otjikoto Mine expected to begin later in 2023. The announcement of the planned closure of the mine resulted in an obligation for severance pay under Namibian law. The undiscounted severance obligation before inflation adjustments is estimated at $16 million. The present value of these payments of $12 million has been recorded on the Condensed Interim Consolidated Balance Sheet as at September 30, 2023 and as a restructuring charge in the Condensed Interim Consolidated Statement of Operations for the periods.

Menankoto

During the nine months ended September 30, 2023, the Company paid $7 million in cash to buy the remaining 5% non-controlling interest ownership of Menankoto SARL giving it 100% ownership of the property. The loss on the purchase of $7 million was recorded in retained earnings on the Condensed Interim Consolidated Balance Sheet at September 30, 2023.

Investment in BeMetals

During the nine months ended September 30, 2023, the Company determined that its associate BeMetals had become impaired due to the significant and prolonged decline in the fair value of the BeMetals shares held. The Company recorded an impairment loss of $5 million to reflect the fair value of the investment in BeMetals.

Bakolobi permit

On April 21, 2022 the Company completed the acquisition of the Bakolobi permit in Mali from a local Malian company for $24 million in cash. The Company also paid $24 million in cash pursuant to a continuing obligation to the previous ownership group of the Bakolobi permit (which includes an international mining company) under the terms of a previous purchase and sale agreement related to the purchase of the Bakolobi permit.

Other

During the nine months ended September 30, 2023, the Company wrote-off $17 million (2022 - $7 million) relating to non-core properties that it no longer plans to proceed with.

On August 2, 2022, West African Resources Limited announced the results of the feasibility study for the Kiaka gold project. The announcement triggered the payment of $45 million of deferred consideration included as part of the sale price. On September 2, 2022, the Company received the $45 million deferred consideration in cash.

B2GOLD CORP.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the nine months ended September 30, 2023

(All tabular amounts are in thousands of United States dollars unless otherwise stated)

(Unaudited)

On September 7, 2022, the Company obtained control of Oklo Resources Limited ("Oklo"). The cost of the acquisition was approximately $57 million, including the fair value of the shares issued of $36 million, cash consideration of $18 million, a loan facility made available to Oklo of $1 million and transaction costs of approximately $1 million.

9 Other assets

	September 30, 2023	December 31, 2022
	$	$
Reclamation deposits	48,055	32,203
Deferred financing costs	8,312	6,711
Restricted cash	5,283	1,347
Loan to associate	5,624	5,095
Other	1,605	3,857
	68,879	49,213

The Company recorded an expected credit loss of $2 million on its loan to associate during the nine months ended September 30, 2023. During the three months ended September 30, 2023, a further $2 million was advanced to the associate.

10 Long-term debt

	September 30, 2023	December 31, 2022
	$	$
Equipment loans and lease obligations:
Fekola equipment loan facilities (net of unamortized transaction costs)	15,452	23,102
Goose Project equipment loan facilities (net of unamortized transaction costs)	7,638	—
Masbate equipment loan facility (net of unamortized transaction costs)	—	872
Lease liabilities	26,364	33,254
	49,454	57,228
Less current portion	(15,145)	(15,519)
	34,309	41,709

The changes in debt balances during the nine months ended September 30, 2023 are as follows:

	Equipment loans	Lease liabilities	Total
	$	$	$
Balance at December 31, 2022	23,974	33,254	57,228
Debt acquired as part of acquisition of Sabina (Note 4)	9,431	1,055	10,486
Lease liabilities recognized	—	2,488	2,488
Lease liabilities de-recognized	—	(6,284)	(6,284)
Repayments	(9,913)	(4,624)	(14,537)
Foreign exchange gains	(504)	(395)	(899)
Non-cash interest and financing expense	102	870	972
Balance at September 30, 2023	23,090	26,364	49,454
Less current portion	(11,173)	(3,972)	(15,145)
	11,917	22,392	34,309

Revolving credit facility

The Company has a revolving credit facility ("RCF") with a syndicate of international banks. In July 2023, the available and undrawn capacity of the RCF was increased to $700 million under the accordion feature with the addition of the National Bank of Canada. The RCF allows for an accordion feature whereby upon receipt of additional binding commitments, the

B2GOLD CORP.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the nine months ended September 30, 2023

(All tabular amounts are in thousands of United States dollars unless otherwise stated)

(Unaudited)

facility may be further increased to $800 million any time prior to the maturity date of December 16, 2025. As at September 30, 2023, the Company had available undrawn capacity of $700 million. The Company has provided security on the RCF in the form of a general security interest over the Company’s assets and pledges creating a charge over the shares of certain of the Company’s direct and indirect subsidiaries. In connection with the RCF, the Company must also maintain certain ratios for leverage and interest coverage. As at September 30, 2023, the Company was in compliance with these debt covenants.

Subsequent to September 30, 2023, on October 6, 2023, the Company drew down $50 million of the available capacity under the RCF.

Goose Project equipment loan facilities

As part of the acquisition of Sabina (Note 4), the Company acquired a series of equipment loans with two suppliers for open pit and underground mining equipment. The loans for the open pit mining equipment are denominated in US dollars, bear interest at a floating rate of 3-month SOFR plus 4.25% and have four year terms. The loans for the underground mining equipment are denominated in Canadian dollars, bear interest at fixed rates between 3.0% and 5.7% and have four year terms.

11 Share capital

The Company’s authorized share capital consists of an unlimited number of common shares and an unlimited number of preferred shares. As at September 30, 2023, the Company had 1,300,379,627 common shares outstanding (December 31, 2022 - 1,074,694,856 shares), including 1,705,000 common shares being held in trust under the Company’s Incentive Plan. No preferred shares were outstanding.

During the nine months ended September 30, 2023, the Company paid three quarterly dividends of $0.04 per share totalling $148 million (2022 - $129 million). Of this amount, $6 million was issued in 2 million shares under the Company's Dividend Re-investment Plan ("DRIP"). The DRIP was approved by the Board in the third quarter of 2023.

During the nine months ended September 30, 2023, approximately 3 million stock options were granted to employees with exercise prices ranging from Cdn. $4.11 to Cdn. $5.40 per share. These stock options have a term of up to five years and vest over a period of up to three years. The estimated fair value when granted of these options, totalling $3 million, is being recognized as a share-based payment expense over the vesting period. The fair value was calculated using the Black-Scholes option pricing model based on a risk-free annual interest rate of up to 4.4%, an expected life of three years, an expected volatility of up to 50% and a dividend yield rate of up to 5.3%.

For the three and nine months ended September 30, 2023, share-based payments expense relating to the vesting of stock options was $2 million and $4 million, respectively (2022 - $2 million and $8 million, respectively). For the three and nine months ended September 30, 2023, the Company issued 3 million and 5 million shares, respectively, for proceeds of $6 million and $12 million, respectively, upon the exercise of stock options. The weighted average market price of the shares at the time of exercise was Cdn. $4.89. As at September 30, 2023, 31 million stock options were outstanding.

The following is a summary of changes to stock options outstanding:

	Number of outstanding options	Weighted-average exercise price
	('000s)	(in Cdn. $)
Outstanding at December 31, 2022	30,927	4.98
Granted	3,042	4.80
B2Gold replacement options on acquisition of Sabina (Note 4)	3,342	3.87
Exercised	(4,912)	3.42
Forfeited or expired	(1,134)	5.34
Outstanding at September 30, 2023	31,265	4.97

For the three and nine months ended September 30, 2023, share-based payments expense relating to the vesting of restricted share units ("RSUs") was $2 million and $5 million, respectively (2022 - $3 million and $6 million, respectively). During the nine months ended September 30, 2023, the Company granted 1.9 million RSUs to employees and issued 1.4 million shares on the vesting of RSUs. As at September 30, 2023, 3.4 million RSUs were outstanding.

B2GOLD CORP.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the nine months ended September 30, 2023

(All tabular amounts are in thousands of United States dollars unless otherwise stated)

(Unaudited)

For the three and nine months ended September 30, 2023, share-based payments expense relating to the vesting of performance share units ("PSUs") was $2 million and $6 million, respectively (2022 - $2 million and $5 million, respectively).

During the nine months ended September 30, 2023, the Company granted 2 million PSUs to employees comprised of two equal 50% tranches. Vesting of tranche one of the PSUs granted will depend on the timing of completion of construction and commissioning of the Goose Project and the number of shares that may vest will be between 0% to 200% of the number of tranche one PSUs. The estimated fair value when granted of this portion of $3 million was calculated based on the fair value of the Company's stock on the date of the grant and the expected completion timing of the Goose Project. Vesting of tranche two of the PSUs granted will depend on total shareholder return of the Company compared to a group of peer companies over the period January 1, 2023 to December 31, 2025. The number of shares that may vest will be between 0% and 200% of the number of tranche two PSUs. The estimated fair value when granted of the tranche two PSUs of $4 million was calculated using a risk-neutral Monte Carlo simulation based on a correlated Geometric Brownian Motion. The fair value of both tranches is being recognized over the vesting period. The model used historical share price volatility ranging from 28% to 71% for the group, a Canadian risk-free annual interest rate of 3.87%, and a United States risk-free annual interest rate of 4.16%.

During the nine months ended September 30, 2023, the Company issued 1 million shares on the vesting of PSUs. As at September 30, 2023, 5 million PSUs were outstanding.

Subsequent to September 30, 2023, on November 7, 2023, the Company adopted an amended and restated Executive Officer Incentive Compensation Clawback Policy (the “Clawback Policy”) to comply with new rules of the New York Stock Exchange American set forth in Listed Company Manual Section 811 -- Erroneously Awarded Compensation and Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, as codified by Section 10D and Rule 10D-1 of the U.S. Securities Exchange Act of 1934, as amended.

The Company amended its Performance Share Unit Plan on November 7, 2023 (the “Amended PSU Plan”) to add an option to settle future PSU grants, when vested, in cash (instead of shares) at the Company’s sole discretion, and add a provision to account for the new Clawback Policy.

For the three and nine months ended September 30, 2023, share-based payments relating to the change in fair value of deferred share units ("DSUs") was a recovery of $1 million and an expense of $0 million, respectively (2022 - recovery of $1 million and $1 million, respectively). During the nine months ended September 30, 2023, 0.7 million DSUs valued at $3 million were released and paid. As at September 30, 2023, 2 million DSUs were outstanding.

B2GOLD CORP.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the nine months ended September 30, 2023

(All tabular amounts are in thousands of United States dollars unless otherwise stated)

(Unaudited)

Earnings per share

The following is the calculation of basic and diluted earnings per share:

	For the three<br>months ended<br>Sept. 30, 2023		For the three<br>months ended<br>Sept. 30, 2022		For the nine<br>months ended<br>Sept. 30, 2023		For the nine<br>months ended<br>Sept. 30, 2022
Net (loss) income and diluted net (loss) income (attributable to shareholders of the Company)	$	(43,070)	(23,410)		$	123,321	95,117
Basic weighted average number of common shares outstanding (in thousands)	1,297,175		1,064,301		1,208,942		1,060,826
Effect of dilutive securities:
Stock options	—		—		1,396		2,159
Restricted share units	—		—		711		705
Performance share units	—		—		2,300		4,063
Diluted weighted average number of common shares outstanding (in thousands)	1,297,175		1,064,301		1,213,349		1,067,753
(Loss) earnings per share (attributable to shareholders of the Company)
Basic	$	(0.03)	$	(0.02)	$	0.10	$	0.09
Diluted	$	(0.03)	$	(0.02)	$	0.10	$	0.09

12 Non-controlling interests

The following is a continuity schedule of the Company's non-controlling interests:

	Fekola	Masbate	Otjikoto	Other	Total
	$	$	$	$	$
Balance at December 31, 2022	54,187	22,220	25,079	2,177	103,663
Share of net income (loss)	26,286	4,492	5,075	(190)	35,663
Distributions to non-controlling interest	(24,248)	—	(5,296)	—	(29,544)
Interest on loan to non-controlling interest	(3,089)	—	—	—	(3,089)
Participating funding from non-controlling interest	—	—	—	1,750	1,750
Other	—	—	430	470	900
Balance at September 30, 2023	53,136	26,712	25,288	4,207	109,343

B2GOLD CORP.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the nine months ended September 30, 2023

(All tabular amounts are in thousands of United States dollars unless otherwise stated)

(Unaudited)

13 Derivative financial instruments

During the nine months ended September 30, 2023, the Company entered into additional forward contracts for the purchase of 15,931,000 litres of fuel oil and 20,412,000 litres of gas oil with settlements scheduled between August 2023 and July 2024. These derivative instruments were not designated as hedges by the Company and are being recorded at fair value through profit and loss ("FVTPL").The following is a summary, by maturity dates, of the Company’s fuel derivatives contracts outstanding as at September 30, 2023:

	2023		2024		Total
Forward – fuel oil:
Litres (thousands)	8,016		9,187		17,203
Average strike price	$	0.41	$	0.40	$	0.40
Forward – gas oil:
Litres (thousands)	10,014		2,501		12,515
Average strike price	$	0.54	$	0.54	$	0.54

The unrealized fair value of these contracts at September 30, 2023 was $5 million (December 31, 2022 - $5 million).

14 Gold stream obligation

As part of the acquisition of Sabina (Note 4), the Company acquired a $125 million Gold Stream Arrangement with Wheaton Precious Metals ("WPM"). The $125 million upfront payment (the “Deposit”) was funded in 4 installments, of which all were received prior to the acquisition. In return, B2Gold is obligated to deliver 4.15% of the gold production from the Goose Project, reducing to 2.15% and 1.5% after the delivery of 130,000 and 200,000 ounces, respectively. WPM is obligated to pay B2Gold a purchase price for each ounce of refined gold metal equal to:

•During a deposit period, i.e. any period during which the Deposit is greater than nil, 18% of the p.m. LBMA Gold Price. The difference between the LBMA gold price and such purchase price being payable is deducted against the Deposit until it has been reduced to nil.

•During a non-deposit period, 22% of the p.m. LBMA Gold Price.

Upon the completion of a change of control event, B2Gold exercised their one-time option to buy back one third of the Gold Stream (the “Buy-back Option”) for consideration of $46 million. On April 20, 2023, the Buy-back option was exercised at a purchase price of $46 million. As a result of the exercise of the Buy-back Option, the quantity of gold deliverable to WPM under the Gold Stream is reduced by 33%. After execution of the Buy-back Option, the Deposit amount is reduced by 33% to $83.75 million. Further, the delivery obligation is also reduced by the same proportion as follows:

•2.7805% of gold production up to delivery of 87,100 oz

•1.4405% of gold production up to an aggregate of 134,000 oz

•1.005% of gold production thereafter.

The gold stream obligation was determined to be a derivative liability under IFRS 9 Financial instruments, and has been classified as FVTPL. As a result, it has been recorded at its fair value on the Condensed Interim Consolidated Balance Sheet with changes in the fair value being recorded in the Condensed Interim Consolidated Statement of Operations. The fair value of the gold stream was determined to be level 3 in the fair value hierarchy (Note 15). The Company has guaranteed the remaining portion of the gold stream obligation.

The following is a summary of the changes in the gold stream obligation:

	$
Outstanding at December 31, 2022	—
Fair value at acquisition (Note 4)	173,700
Exercise of buy-back option	(46,400)
Change in fair value	(6,500)
Outstanding at September 30, 2023	120,800

B2GOLD CORP.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the nine months ended September 30, 2023

(All tabular amounts are in thousands of United States dollars unless otherwise stated)

(Unaudited)

15 Financial instruments

The Company’s financial assets and liabilities are classified based on the lowest level of input significant to the fair value measurement based on the fair value hierarchy:

Level 1 – quoted prices in active markets for identical assets or liabilities;

Level 2 – inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and

Level 3 – inputs for the asset or liability that are not based on observable market data.

As at September 30, 2023, the Company’s financial assets and liabilities that are measured at fair value are categorized as follows:

	As at September 30, 2023			As at December 31, 2022
	Level 1	Level 2	Level 3	Level 1	Level 2	Level 3
	$	$	$	$	$	$
Long-term investments	78,229	—	—	31,865	—	—
Fuel derivative contracts (Note 13)	—	4,582	—	—	5,009	—
Gold stream obligation (Note 4 and Note 14)	—	—	(120,800)	—	—	—

The Company’s long-term investments consist of shares of publicly traded mining companies. The fair values of these were determined using market quotes from an active market for each investment.

The fair value of the Company's fuel derivative contracts were determined using prevailing market rates for instruments with similar characteristics.

The fair value of the gold stream was calculated based on an income approach and a discounted cash flow model. The calculated fair value includes inputs that are based on observable market data, including forward gold price curves and credit adjusted risk-free rates. The fair value also includes inputs that are not based on observable market data, including the timing of future gold deliveries. The valuation has been prepared by an independent valuations specialist with direct oversight from the Company. Gold production is assumed to begin in the first quarter of 2025. Forward gold price estimates ranged from $1,848 to $2,248 per ounce. A $100 per ounce change in the gold forward price would have approximately a $5 million impact on the fair value of the gold stream obligation. A 50 basis point change in the risk-free rate would also have approximately a $5 million impact on the fair value of the gold stream obligation.

The fair value of the Company's long-term debt also approximates its carrying value as it has a floating interest rate and the Company's credit spread has remained approximately consistent. The fair value of the Company's other financial instruments approximate their carrying value due to their short-term nature.

Credit risk

The Company maintains its excess cash balances in short-term investments accounts. The Company generally holds approximately one third of its cash balance with a single financial institution in Mali to support the operations of the Fekola Mine and repatriation of the Company's share of dividends from the Fekola Mine operations. The Company does not maintain insurance for its cash balances.

B2GOLD CORP.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the nine months ended September 30, 2023

(All tabular amounts are in thousands of United States dollars unless otherwise stated)

(Unaudited)

16 Income and other taxes

Income tax expense differs from the amount that would result from applying the Canadian federal and provincial income tax rates to earnings from operations before taxes. These differences result from the following items:

	For the threemonths endedSept. 30, 2023	For the threemonths endedSept. 30, 2022	For the ninemonths endedSept. 30, 2023	For the ninemonths endedSept. 30, 2022
Income from operations before taxes	40,536	46,686	376,813	295,066
Canadian federal and provincial income tax rates	27.00	27.00	27.00	27.00
Income tax expense at statutory rates	10,945	12,605	101,740	79,668
Increase (decrease) attributable to:
Effects of different foreign statutory tax rates	(4,754)	2,230	15,771	12,496
Future withholding tax	2,450	4,650	8,050	(5,400)
Non-deductible expenditures	7,553	5,403	18,651	17,952
Reversal of losses and temporary differences not previously recognised	—	6,581	—	—
Benefit of optional tax incentives	(3,042)	(3,470)	(9,271)	(10,799)
Withholding and other taxes	12,407	682	24,671	24,314
Change due to foreign exchange	12,656	27,351	4,507	54,181
Change in non-taxable portion of gains	(1,998)	(320)	(2,088)	(1,285)
Losses and tax bases for which no tax benefit has been recorded	40,625	10,077	56,131	9,735
Change in accruals for tax audits	(1,000)	2,000	506	2,587
Amounts (over) under provided in prior years	(536)	131	(839)	1,362
Income tax expense	75,306	67,920	217,829	184,811
Current income tax, withholding and other taxes	68,210	32,520	216,155	140,315
Deferred income tax expense	7,096	35,400	1,674	44,496
Income tax expense	75,306	67,920	217,829	184,811

All values are in US Dollars.

Included in current income tax expense for the three and nine months ended September 30, 2023 was $9 million and $28 million, respectively (2022 - $6 million and $18 million, respectively), related to the State of Mali's 10% priority dividend on its free carried interest in the Fekola Mine. This priority dividend is accounted for as an income tax in accordance with IAS 12, Income Taxes.

Fekola Tax Audits

The Company's subsidiary, Fekola SA, received a Notice for Reassessment dated September 6, 2022, from the Malian Directorate General of Taxes (“DGT”) asserting proposed adjustments and other tax liabilities amounting to $25 million excluding penalties, $44 million including penalties, (based on the September 30, 2023 exchange rate of CFA 620 to $1) arising from tax audits conducted for fiscal years 2016-2018. The Company has reviewed the reassessment and concluded that there is no merit to the tax audit adjustments. Fekola SA filed a contentious claim, dated November 3, 2022, outlining its objections to the reassessment in accordance with the Mali Income Tax Act, and remains in discussions with the DGT with respect to this matter.

B2GOLD CORP.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the nine months ended September 30, 2023

(All tabular amounts are in thousands of United States dollars unless otherwise stated)

(Unaudited)

17 Supplementary cash flow information

Supplementary disclosure of cash flow information is provided in the tables below:

Non-cash charges (credits):

	For the three<br>months ended<br>Sept. 30, 2023	For the three<br>months ended<br>Sept. 30, 2022	For the nine<br>months ended<br>Sept. 30, 2023	For the nine<br>months ended<br>Sept. 30, 2022
	$	$	$	$
Depreciation and depletion	101,568	94,207	293,388	253,344
Impairment (reversal of impairment) of long-lived assets<br><br>(Note 8)	111,597	—	116,482	(909)
Write-down of mineral property interests (Note 8)	565	3,927	17,022	7,085
Share of net income of associate	(5,561)	(2,080)	(17,549)	(8,991)
Share-based payments (Note 11)	2,748	5,808	13,000	18,087
Restructuring charges (Note 8)	5,071	—	12,151	—
Non-cash interest and financing expense	3,190	2,709	9,032	7,983
Deferred income tax expense (Note 16)	7,096	35,400	1,674	44,496
Unrealized (gains) losses on derivative instruments	(3,146)	16,734	399	7,271
Loss on sale of mineral property	—	2,804	—	2,804
Other	3,431	846	9,901	530
	226,559	160,355	455,500	331,700

Changes in non-cash working capital:

	For the three<br>months ended<br>Sept. 30, 2023	For the three<br>months ended<br>Sept. 30, 2022	For the nine<br>months ended<br>Sept. 30, 2023	For the nine<br>months ended<br>Sept. 30, 2022
	$	$	$	$
Accounts receivable and prepaids	2,964	2,286	(2,907)	(10,722)
Value-added and other tax receivables	(9,573)	(6,548)	(8,237)	2,062
Inventories	(9,955)	2,106	(22,286)	(24,230)
Accounts payable and accrued liabilities	(5,380)	12,481	(13,790)	(2,131)
Current income and other taxes payable	(6,395)	(44,687)	40,159	(52,812)
	(28,339)	(34,362)	(7,061)	(87,833)

B2GOLD CORP.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the nine months ended September 30, 2023

(All tabular amounts are in thousands of United States dollars unless otherwise stated)

(Unaudited)

Other exploration and development:

	For the three<br>months ended<br>Sept. 30, 2023	For the three<br>months ended<br>Sept. 30, 2022	For the nine<br>months ended<br>Sept. 30, 2023	For the nine<br>months ended<br>Sept. 30, 2022
	$	$	$	$
Fekola Mine, exploration	—	(3,392)	(1,706)	(13,848)
Masbate Mine, exploration	(774)	(696)	(2,741)	(3,111)
Otjikoto Mine, exploration	(963)	(896)	(2,453)	(2,275)
Menankoto Property, exploration	(771)	(3,222)	(11,400)	(4,729)
Bantako North Property, exploration	(3,468)	(2,378)	(8,691)	(6,734)
Bakolobi Property, exploration	(4,390)	—	(7,658)	—
Dandoko Property, exploration	880	(67)	(5,747)	(67)
Finland Properties, exploration	(1,170)	(2,457)	(5,162)	(6,564)
George Project, exploration	(3,386)	—	(4,663)	—
Goose Project, exploration	(2,152)	—	(4,200)	—
Uzbekistan Properties, exploration	—	(1,120)	(1,077)	(2,693)
Other	(1,576)	(2,041)	(2,815)	(5,484)
	(17,770)	(16,269)	(58,313)	(45,505)

Non-cash investing and financing activities:

	For the three<br>months ended<br>Sept. 30, 2023	For the three<br>months ended<br>Sept. 30, 2022	For the nine<br>months ended<br>Sept. 30, 2023	For the nine<br>months ended<br>Sept. 30, 2022
	$	$	$	$
Common shares issued on acquisition of Sabina Gold & Silver Corp.	—	—	925,375	—
Fair value of B2Gold replacement options on acquisition of Sabina (Note 4)	—	—	5,075	—
Change in accrued distributions to non-controlling interests	1,696	(24,183)	11,663	—
Change in current liabilities relating to mineral property expenditures	28,181	6,140	33,773	(969)
Interest on loan to non-controlling interest	692	1,011	3,089	2,998
Foreign exchange gain on Fekola equipment loan facilities	563	1,935	188	5,027
Share-based payments, capitalized to mineral property interests	291	140	569	884
Shares issued on acquisition of Oklo Resources Ltd	—	35,658	—	35,658
Share consideration received on sale of Ondundu Property	—	6,955	—	6,955
Deferred consideration on sale of Ondundu Property	—	3,850	—	3,850

For the three and nine months ended September 30, 2023, the Company paid $67 million and $157 million, respectively, of current income tax, withholding and other taxes in cash (2022 - $79 million and $177 million, respectively).

B2GOLD CORP.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the nine months ended September 30, 2023

(All tabular amounts are in thousands of United States dollars unless otherwise stated)

(Unaudited)

18 Segmented information

The Company’s reportable operating segments for 2023 include its mining operations and development projects, namely the Fekola, Masbate and Otjikoto mines and the Goose and Fekola Regional Projects. The Fekola Regional segment includes the Bantako North, Menankoto, Dandoko and Bakolobi properties. The “Other Mineral Properties” segment consists of the Company’s interests in mineral properties which are at various stages of exploration and development, including the Company's interests in the Gramalote Project and Calibre. The “Corporate and Other” segment includes corporate operations.

The Company’s segments are summarized in the following tables:

	For the three months ended September 30, 2023
	Fekola<br>Mine	Fekola Regional	Masbate<br>Mine	Otjikoto<br>Mine	Goose Project	Other<br>Mineral<br>Properties	Corporate<br>& Other	Total
	$	$	$	$	$	$	$	$
External gold revenue	292,375	—	97,556	87,957	—	—	—	477,888
Production costs	93,388	—	44,056	33,981	—	—	—	171,425
Depreciation & depletion	58,701	—	20,880	21,987	—	—	505	102,073
Net income (loss)	38,509	(278)	17,117	11,082	6,052	(104,958)	(2,294)	(34,770)
Capital expenditures	83,166	24,281	6,670	14,253	90,237	6,986	38	225,631
Total assets	1,520,157	284,612	726,414	432,325	1,359,041	340,184	188,915	4,851,648
	For the three months ended September 30, 2022
---	---	---	---	---	---	---	---	---
	Fekola<br>Mine	Fekola Regional	Masbate<br>Mine	Otjikoto<br>Mine	Goose Project	Other<br>Mineral<br>Properties	Corporate<br>& Other	Total
	$	$	$	$	$	$	$	$
External gold revenue	230,023	—	107,936	54,595	—	—	—	392,554
Production costs	93,808	—	55,023	36,873	—	—	—	185,704
Depreciation & depletion	50,116	—	26,524	17,567	—	—	617	94,824
Net income (loss)	4,638	(9,007)	14,685	(5,540)	—	(6,983)	(19,027)	(21,234)
Capital expenditures	23,745	11,365	10,854	21,188	—	9,367	44	76,563
Total assets	1,389,476	124,399	740,156	431,292	—	395,449	436,828	3,517,600
	For the nine months ended September 30, 2023
---	---	---	---	---	---	---	---	---
	Fekola<br>Mine	Fekola Regional	Masbate<br>Mine	Otjikoto<br>Mine	Goose Project	Other<br>Mineral<br>Properties	Corporate<br>& Other	Total
	$	$	$	$	$	$	$	$
External gold revenue	888,272	—	265,839	268,187	—	—	—	1,422,298
Production costs	250,294	—	117,219	84,278	—	—	—	451,791
Depreciation & depletion	164,300	—	56,575	72,513	—	—	1,484	294,872
Net income (loss)	210,257	(793)	42,078	44,626	3,133	(107,015)	(33,302)	158,984
Capital expenditures	212,818	79,839	23,688	48,719	160,897	16,284	196	542,441
Total assets	1,520,157	284,612	726,414	432,325	1,359,041	340,184	188,915	4,851,648

B2GOLD CORP.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the nine months ended September 30, 2023

(All tabular amounts are in thousands of United States dollars unless otherwise stated)

(Unaudited)

	For the nine months ended September 30, 2022
	Fekola<br>Mine	Fekola Regional	Masbate<br>Mine	Otjikoto<br>Mine	Goose Project	Other<br>Mineral<br>Properties	Corporate<br>& Other	Total
	$	$	$	$	$	$	$	$
External gold revenue	652,361	—	290,704	197,057	—	—	—	1,140,122
Production costs	241,476	—	130,477	95,014	—	—	—	466,967
Depreciation & depletion	135,963	—	65,823	51,558	—	—	2,005	255,349
Net income (loss)	54,954	(8,638)	59,634	17,347	—	(1,438)	(11,604)	110,255
Capital expenditures	82,627	24,157	33,019	61,850	—	34,744	77	236,474
Total assets	1,389,476	124,399	740,156	431,292	—	395,449	436,828	3,517,600

The Company’s mining interests are located in the following geographical locations:

	September 30, 2023	December 31, 2022
	$	$
Mining interests
Canada	1,383,498	26,820
Mali	1,290,489	1,159,931
Philippines	537,602	577,039
Namibia	286,759	306,718
Investments in associates - various	132,713	120,049
Colombia	36,974	145,855
Finland	30,936	22,523
Burkina Faso	21,087	21,087
Other	6,523	14,757
	3,726,581	2,394,779

19 Commitments

As at September 30, 2023, the Company had the following commitments (in addition to those disclosed elsewhere in these financial statements):

•For payments at the Fekola Mine of $49 million related to underground development, $12 million related to mobile purchases and rebuilds, $8 million related to the solar plant expansion, $5 million related to the expansion of the tailing storage facility and $8 million for other capital projects. Of the total commitments of $82 million, $46 million is expected to be incurred in 2023 and $36 million is expected to be incurred in 2024.

•For payments at the Goose Project of $39 million related to construction activities of which $18 million is expected to be incurred in 2023 and $21 million in 2024.

•For payments of $6 million for mobile equipment and $2 million for other costs for the Fekola Regional pre-development work, all of which is expected to be incurred in 2023.

•For payments at the Masbate Mine of $6 million related to mobile equipment purchases, all of which is expected to be incurred in 2023.

B2GOLD CORP.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the nine months ended September 30, 2023

(All tabular amounts are in thousands of United States dollars)

(Unaudited)

20 Mining interests schedules

	Cost					Accumulated depreciation				Net carrying value
	Balance at Dec. 31, 2022	Additions / Equity pick-up	Disposals / write-offs / impairment	Reclass / Mine restoration movements	Balance at Sept. 30, 2023	Balance at Dec. 31, 2022	Depreciation	Disposals	Balance at Sept. 30, 2023	Balance at Sept. 30, 2023	Balance at Dec. 31, 2022
	$	$	$	$	$	$	$	$	$	$	$
Property, plant and equipment (depletable)
Fekola Mine	1,769,945	216,210	(116)	(2,517)	1,983,522	(819,882)	(155,667)	95	(975,454)	1,008,068	950,063
Masbate Mine	1,114,513	23,718	(5,861)	(2,735)	1,129,635	(537,474)	(60,420)	5,861	(592,033)	537,602	577,039
Otjikoto Mine	864,801	51,003	(212)	(1,958)	913,634	(558,687)	(68,898)	165	(627,420)	286,214	306,114
	3,749,259	290,931	(6,189)	(7,210)	4,026,791	(1,916,043)	(284,985)	6,121	(2,194,907)	1,831,884	1,833,216
Development and pre-development properties (pre-depletable)
Goose Project	—	1,268,662	—	(390)	1,268,272	—	—	—	—	1,268,272	—
Fekola Regional pre-development	30,716	43,055	—	—	73,771	—	—	—	—	73,771	30,716
Burkina Faso Royalties	—	—	—	21,087	21,087	—	—	—	—	21,087	—
	30,716	1,311,717	—	20,697	1,363,130	—	—	—	—	1,363,130	30,716
Exploration & evaluation properties (pre-depletable)
Gramalote Project	135,625	2,716	(111,597)	—	26,744	—	—	—	—	26,744	135,625
Dandoko Property	58,292	4,638	—	—	62,930	—	—	—	—	62,930	58,292
Hackett River Royalty	—	64,540	—	—	64,540	—	—	—	—	64,540	—
Bakolobi Property	51,956	7,352	—	—	59,308	—	—	—	—	59,308	51,956
Menankoto Property	41,569	9,902	—	—	51,471	—	—	—	—	51,471	41,569
Bantako North Property	23,575	8,418	—	—	31,993	—	—	—	—	31,993	23,575
Finland Properties	22,523	8,956	(543)	—	30,936	—	—	—	—	30,936	22,523
George Property	—	22,966	—	—	22,966	—	—	—	—	22,966	—
Kiaka Royalty	18,488	—	—	(18,488)	—	—	—	—	—	—	18,488
Uzbekistan Properties	12,996	1,089	(14,085)	—	—	—	—	—	—	—	12,996
Other	18,954	12,758	(2,394)	(2,599)	26,719	—	—	—	—	26,719	18,954
	383,978	143,335	(128,619)	(21,087)	377,607	—	—	—	—	377,607	383,978
Corporate (depletable)
Office, furniture & equipment	32,419	1,251	(5,838)	—	27,832	(5,599)	(1,484)	498	(6,585)	21,247	26,820
	4,196,372	1,747,234	(140,646)	(7,600)	5,795,360	(1,921,642)	(286,469)	6,619	(2,201,492)	3,593,868	2,274,730
Investments in associates (accounted for using the equity method)
Calibre	111,774	17,759	—	—	129,533	—	—	—	—	129,533	111,774
BeMetals	8,275	(210)	(4,885)	—	3,180	—	—	—	—	3,180	8,275
	120,049	17,549	(4,885)	—	132,713	—	—	—	—	132,713	120,049
	4,316,421	1,764,783	(145,531)	(7,600)	5,928,073	(1,921,642)	(286,469)	6,619	(2,201,492)	3,726,581	2,394,779

B2GOLD CORP.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the nine months ended September 30, 2023

(All tabular amounts are in thousands of United States dollars)

(Unaudited)

	Cost					Accumulated depreciation				Net carrying value
	Balance at Dec. 31, 2021	Additions / Equity pick-up	Disposals / write-offs	Reclass / Mine restoration movements	Balance at Dec. 31, 2022	Balance at Dec. 31, 2021	Depreciation	Disposals/ write-offs	Balance at Dec. 31, 2022	Balance at Dec. 31, 2022	Balance at Dec. 31, 2021
	$	$	$	$	$	$	$	$	$	$	$
Property, plant and equipment (depletable)
Fekola Mine	1,645,337	140,710	(12,898)	(3,204)	1,769,945	(609,899)	(221,119)	11,136	(819,882)	950,063	1,035,438
Masbate Mine	1,085,687	44,103	(1,032)	(14,245)	1,114,513	(449,675)	(88,610)	811	(537,474)	577,039	636,012
Otjikoto Mine	782,208	84,873	(1,558)	(722)	864,801	(475,303)	(84,703)	1,319	(558,687)	306,114	306,905
	3,513,232	269,686	(15,488)	(18,171)	3,749,259	(1,534,877)	(394,432)	13,266	(1,916,043)	1,833,216	1,978,355
Pre-development properties (pre-depletable)
Fekola Regional pre-development	—	29,560	—	1,156	30,716	—	—	—	—	30,716	—
Exploration & evaluation properties (pre-depletable)
Gramalote Project	119,866	15,759		—	135,625	—	—	—	—	135,625	119,866
Dandoko Property	—	58,292	—	—	58,292	—	—	—	—	58,292	—
Bakolobi Property	—	51,956	—	—	51,956	—	—	—	—	51,956	—
Menankoto Property	33,739	8,986	—	(1,156)	41,569	—	—	—	—	41,569	33,739
Bantako North Property	15,351	8,224	—	—	23,575	—	—	—	—	23,575	15,351
Kiaka Royalty	18,488	—	—	—	18,488	—	—	—	—	18,488	18,488
Finland Properties	12,561	9,962	—	—	22,523	—	—	—	—	22,523	12,561
Uzbekistan Properties	8,802	4,194	—	—	12,996	—	—	—	—	12,996	8,802
Other	21,249	11,114	(13,409)	—	18,954	—	—	—	—	18,954	21,249
	230,056	168,487	(13,409)	(1,156)	383,978	—	—	—	—	383,978	230,056
Corporate (depletable)
Office, furniture & equipment	28,540	6,013	(2,134)	—	32,419	(5,120)	(2,613)	2,134	(5,599)	26,820	23,420
	3,771,828	473,746	(31,031)	(18,171)	4,196,372	(1,539,997)	(397,045)	15,400	(1,921,642)	2,274,730	2,231,831
Investments in joint ventures and associates (accounted for using the equity method)
Calibre	93,728	18,046	—	—	111,774	—	—	—	—	111,774	93,728
BeMetals	10,508	(2,233)	—	—	8,275	—	—	—	—	8,275	10,508
	104,236	15,813	—	—	120,049	—	—	—	—	120,049	104,236
	3,876,064	489,559	(31,031)	(18,171)	4,316,421	(1,539,997)	(397,045)	15,400	(1,921,642)	2,394,779	2,336,067

20

Document

B2GOLD CORP.

MANAGEMENT’S DISCUSSION AND ANALYSIS

For the quarter ended September 30, 2023

This Management’s Discussion and Analysis (“MD&A”) has been prepared as at November 8, 2023 and contains certain "forward-looking information" and “forward-looking statements” under Canadian and United States securities laws, respectively ("forward-looking statements"). All statements included herein, other than statements of historical fact, including without limitation statements regarding potential mineralization, exploration results and future plans, production and objectives of B2Gold Corp. (the “Company” or “B2Gold”), are forward-looking statements that involve various risks, uncertainties and assumptions. See the “Cautionary Statement on Forward-Looking Information” section. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements as a result of a number of factors, including those set out in “Risks and Uncertainties.”

The following discussion of the operating results and financial position of the Company should be read in conjunction with the unaudited condensed interim consolidated financial statements and the notes thereto of the Company for the three and nine months ended September 30, 2023 and the audited consolidated financial statements and the notes thereto of the Company for the year ended December 31, 2022. The unaudited condensed interim consolidated financial statements have been prepared in accordance with International Accounting Standard 34 - Interim Financial Reporting of the International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS”). All amounts are expressed in United States dollars, unless otherwise stated. All production results and the Company's guidance presented in this MD&A reflect total production at the mines the Company operates on a 100% basis. Production from the La Libertad, El Limon and Pan mines owned by Calibre Mining Corp. ("Calibre") is presented on an approximate 24% basis (third quarter of 2022 - 25%), representing the Company’s indirect ownership interest in Calibre's operations through its equity investment in Calibre (subject to reduction if B2Gold’s interest in Calibre dilutes).

Additional information related to B2Gold, including our Annual Information Form, is available on the Company's website www.b2gold.com and on SEDAR at www.sedarplus.ca.

INDEX
Overview	2
Asset Acquisition - Sabina Gold & Silver Corp.	5
Review of Financial Results	6
Review of Mining Operations and Development Projects	11
Liquidity and Capital Resources	19
Critical Accounting Estimates	24
Risks and Uncertainties	26
Internal Control Over Financial Reporting	26
Non-IFRS Measures	26
Summary of Quarterly Results	36
Summary and Outlook	36
Outstanding Share Data	37
Cautionary Statement on Forward-Looking Information	37

OVERVIEW

B2Gold is a Vancouver-based gold producer with three operating mines: the Fekola Mine in Mali, the Masbate Mine in the Philippines and the Otjikoto Mine in Namibia and a fourth mine under construction in Canada. The Company completed the acquisition of 100% of Sabina Gold & Silver Corp. ("Sabina") including the Back River Gold District on April 19, 2023 (See "Asset Acquisition - Sabina"). The Company also has an approximately 24% interest in Calibre and an approximately 19% interest in BeMetals Corp. In addition, the Company has a portfolio of exploration and development projects in a number of countries including Mali, Finland and Colombia.

Summary

Consolidated gold revenue for the third quarter of 2023 was $478 million on sales of 248,889 ounces at an average price of $1,920 per ounce compared to $393 million on sales of 229,400 ounces at an average price of $1,711 per ounce in the third quarter of 2022. The increase in gold revenue of 22% ($85 million) was attributable to a 8% increase in gold ounces sold and a 12% increase in average realized gold price. Consolidated gold revenue for the first nine months of 2023 was $1.42 billion on sales of 737,139 ounces at an average price of $1,929 per ounce compared to $1.14 million on sales of 629,800 ounces at an average price of $1,810 per ounce in the first nine months of 2022. The increase in gold revenue of 25% ($282 million) was attributable to a 17% increase in gold ounces sold and a 7% increase in average realized gold price.

For the third quarter of 2023, total gold production was 242,838 ounces (including 17,786 ounces of attributable production from Calibre), slightly below budget by 3% (6,557 ounces), and higher than the third quarter of 2022 by 7% (15,822 ounces). Consolidated gold production from the Company’s three operating mines was 225,052 ounces in the third quarter of 2023, slightly below budget by 3% (8,113 ounces) and 5% (10,149 ounces) higher compared to the third quarter of 2022. For the third quarter of 2023, the Masbate and Otjikoto mines exceeded their budgeted production by 10% (4,653 ounces) and 5% (2,292 ounces) respectively, which was offset by Fekola production being 9% (13,266 ounces) lower than budget (refer to "Review of Mining Operations and Development Projects" section below). In the third quarter of 2023, the Masbate and Otjikoto mines produced 3% (1,268 ounces) and 28% (9,872 ounces) higher ounces than the third quarter of 2022 respectively, while the Fekola Mine produced 1% (991 ounces) lower ounces compared to the third quarter of 2022. The Otjikoto Mine's performance reflected an improved processed grade as a result of high-grade ore mined from the Wolfshag underground mine. For the first nine months of 2023, total gold production was 772,395 ounces (including 50,663 ounces of attributable production from Calibre), in-line with budget, and 17% (112,391 ounces) higher compared to the first nine months of 2022. Consolidated gold production from the Company’s three operating mines was 721,732 ounces in the first nine months of 2023, in-line with budget and 16% (101,498 ounces) higher compared to the first nine months of 2022.

For the third quarter of 2023, consolidated cash operating1 costs were $741 per gold ounce produced ($689 per gold ounce sold), $50 (6%) lower than budget and $57 (7%) per gold ounce produced lower than the third quarter of 2022. Including estimated attributable results for Calibre, cash operating costs for the third quarter of 2023 were $755 per gold ounce produced ($706 per gold ounce sold), $50 (6%) lower than budget and $60 (7%) per gold ounce produced lower than the third quarter of 2022. Cash operating costs per ounce produced for the third quarter of 2023 were lower than budget largely as a result of lower than budgeted fuel costs at the Masbate and Otjikoto mines and a weaker Namibian dollar. Compared to the third quarter of 2022, cash operating costs per ounce produced for the third quarter of 2023 were lower mainly due to higher ounces produced in the third quarter of 2023 and a weaker Namibian dollar. For the first nine months of 2023, consolidated cash operating costs were $638 per gold ounce produced ($613 per gold ounce sold), $62 (9%) lower than budget and $111 (15%) per gold ounce produced lower than the first nine months of 2022. Including estimated attributable results for Calibre, cash operating costs for the first nine months of 2023 were $661 per gold ounce produced ($637 per gold ounce sold), $59 (8%) lower than budget and $106 (14%) per gold ounce produced lower than the first nine months of 2022. Cash operating costs per ounce produced for the first nine months of 2023 were lower than budget largely as a result of lower than budgeted fuel costs and a weaker Namibian dollar. Compared to the first nine months of 2022, cash operating costs per ounce produced for the first nine months of 2023 were lower mainly due to higher ounces produced in the first nine months of 2023 and a weaker Namibian dollar.

1 “Cash operating costs” a non-IFRS measure; for a description of how we calculate this measure and a reconciliation from this measure to the most directly comparable measure specified, defined or determined under IFRS and presented in our financial statements, refer to “Non-IFRS Measures”

Consolidated all-in sustaining costs2 for the third quarter of 2023 were $1,273 per gold ounce sold compared to budget of $1,362 per gold ounce sold and $1,154 per gold ounce sold for the third quarter of 2022. Including estimated attributable results for Calibre, all-in sustaining costs for the third quarter of 2023 were $1,272 per gold ounce sold compared to budget of $1,353 per gold ounce sold and $1,169 per gold ounce sold for the third quarter of 2022. All-in sustaining costs for the third quarter of 2023 were $89 (7%) per gold ounce sold lower than budgeted and reflected lower than budgeted production costs per gold ounce sold and higher gold ounces sold partially offset by higher than budgeted sustaining capital expenditures ($9 million) and higher gold royalties resulting from a higher than budgeted average realized gold price. The higher sustaining capital expenditures were mainly a result of timing of expenditures, coupled with additional fleet purchases and rebuilds at the Fekola Mine. Consolidated all-in sustaining costs for the first nine months of 2023 were $1,177 per gold ounce sold compared to budget of $1,236 per gold ounce sold and $1,100 per gold ounce sold for the first nine months of 2022. Including estimated attributable results for Calibre, all-in sustaining costs for the first nine months of 2023 were $1,182 per gold ounce sold compared to budget of $1,235 per gold ounce sold and $1,108 per gold ounce sold for the first nine months of 2022. Consolidated all-in sustaining costs for the first nine months of 2023 were $59 (5%) per gold ounce sold lower than budgeted due to lower than budgeted production costs per gold ounce sold and higher gold ounces sold, partially offset by higher than budgeted sustaining capital expenditures ($9 million), and higher gold royalties resulting from a higher than budgeted average realized gold price. The higher sustaining capital expenditures were mainly a result of timing of expenditures, coupled with additional fleet purchases and rebuilds at the Fekola Mine.

For full-year 2023, the Company's total gold production is forecast to be between 1,000,000 and 1,080,000 ounces (including 60,000 to 70,000 attributable ounces from Calibre). The Company's total consolidated cash operating costs for the year (including estimated attributable results for Calibre) are now forecast to be slightly below the original guidance range of $670 and $730 per ounce and total consolidated all-in sustaining costs (including estimated attributable results for Calibre) are forecast to be at the low end of the original guidance range of between $1,195 and $1,255 per ounce.

For the third quarter of 2023, the Company generated a net loss of $35 million compared to a net loss of $21 million in the third quarter of 2022, including net loss attributable to the shareholders of the Company of $43 million (net loss of $0.03 per share) in the third quarter of 2023 compared to $23 million (net loss of $0.02 per share) in the third quarter of 2022. Adjusted net income attributable to the shareholders of the Company3 for the third quarter of 2023 was $65 million ($0.05 per share) compared to adjusted net income of $32 million ($0.03 per share) in the third quarter of 2022. For the first nine months of 2023, the Company generated net income of $159 million compared to a net income of $110 million in the first nine months of 2022, including net income attributable to the shareholders of the Company of $123 million ($0.10 per share) in the first nine months of 2023 compared to $95 million ($0.09 per share) in the first nine months of 2022. Adjusted net income attributable to the shareholders of the Company for the first nine months of 2023 was $257 million ($0.21 per share) compared to adjusted net income of $142 million ($0.13 per share) in the first nine months of 2022.

Cash flow provided by operating activities was $110 million in the third quarter of 2023 compared to $93 million in the third quarter of 2022, an increase of $17 million due mainly to higher revenues of $85 million and lower production costs of $14 million and lower cash income and withholding tax payments, partially offset by higher royalty costs of $8 million, lower gains realized on fuel forward contracts and higher long-term inventory outflows ($30 million). Cash income and withholding tax payments in the third quarter of 2023 totalled $67 million (third quarter of 2022 - $79 million). Cash flow provided by operating activities was $509 million in the first nine months of 2023 compared to $325 million in the first nine months of 2022, an increase of $184 million due mainly to higher revenues of $282 million, lower production costs of $15 million and lower cash income and withholding tax payments, partially offset by higher royalty costs of $26 million, lower gains realized on fuel forward contracts, higher long-term value-added tax outflows ($38 million) and higher long-term inventory outflows ($30 million). Cash income and withholding tax payments in the first nine months of 2023 totalled $157 million (first nine months of 2022 - $177 million), including approximately $54 million related to 2022 outstanding tax liability obligations. Based on actual results for the first nine months of 2023 and revised forecast assumptions, including an average forecast gold price of $1,800 per ounce for the balance of 2023 (previously $1,850 per ounce), the Company is now forecasting to make total cash income tax payments for current income tax, withholding and other taxes in 2023 of approximately $263 million (previous estimate was $254 million).

B2Gold continues to maintain a strong financial position and liquidity. At September 30, 2023, the Company had cash and cash equivalents of $310 million (December 31, 2022 - $652 million) and working capital (defined as current assets less current liabilities) of $383 million (December 31, 2022 - $802 million). At September 30, 2023, the full amount of the Company's $700 million revolving credit facility ("RCF") was undrawn and available. In July 2023, the available and undrawn capacity of the RCF was increased from $600 million to $700 million under the accordion feature with the addition of the National Bank of Canada to the syndicate of lenders. Subsequent to the end of the third quarter of 2023, the Company completed a drawdown of $50 million, leaving $650 million available for draw on its $700 million RCF.

2 “All-in sustaining costs” is a non-IFRS measure; for a description of how we calculate this measure and a reconciliation from this measure to the most directly comparable measure specified, defined or determined under IFRS and presented in our financial statements, refer to “Non-IFRS Measures”

3 Adjusted net income attributable to shareholders of the Company” is a non-IFRS measure; for a description of how we calculate this measure and a reconciliation from this measure to the most directly comparable measure specified, defined or determined under IFRS and presented in our financial statements, refer to “Non-IFRS Measures”

On February 22, 2023, June 5, 2023 and September 5, 2023, B2Gold’s Board of Directors ("Board") declared a cash dividend for the first, second and third quarter of 2023, respectively, of $0.04 per common share (or an expected $0.16 per share on an annualized basis), paid on March 17, 2023, June 27, 2023 and September 29, 2023, respectively. The declaration and payment of future quarterly dividends remains at the discretion of the Board and will depend on the Company's financial results, cash requirements, future prospects and other factors deemed relevant by the Board.

In the third quarter of 2023, the Company implemented a Dividend Reinvestment Plan (the "DRIP”). The DRIP provides B2Gold shareholders residing in Canada and the United States with the opportunity to have the cash dividends declared on all or some of their common shares automatically reinvested into additional common shares of the Company (the “ Reinvestment Shares ”) on an ongoing basis. Participation in the DRIP is optional and will not affect shareholders’ cash dividends unless they elect to participate in the DRIP. Dividends are only payable as and when declared by the Company’s Board of Directors. The benefits of enrolling in the DRIP include the convenience of automatic reinvestment of dividends into Reinvestment Shares; flexibility to enroll some or all common shares in the DRIP; and ability to acquire Reinvestment Shares without paying any brokerage fees. Participants in the DRIP will acquire Reinvestment Shares issued from the Company’s treasury (a “ Treasury Purchase ”) at a price equal to the volume weighted average price of the Company’s common shares on the Toronto Stock Exchange for the five consecutive trading days immediately preceding a dividend payment date, subject to a possible discount, in the Company’s sole discretion, of up to 5%. For the dividend declared on September 5, 2023, a discount of 3% was offered.

On April 19, 2023, the Company completed the acquisition of Sabina, resulting in the Company acquiring Sabina’s 100% owned Back River Gold District located in Nunavut, Canada by issuing approximately 216 million B2Gold common shares. The Back River Gold District consists of five mineral claims blocks along an 80 kilometre belt. The most advanced project in the district, Goose, is fully permitted, currently in construction, and has been de-risked with significant infrastructure in place at the time of acquisition. The Goose Project has an estimated two year construction period, which is expected to be completed in the first quarter of 2025. B2Gold’s management team has strong northern construction expertise and experience to deliver the fully permitted Goose Project and the financial resources to develop the significant gold resource endowment at the Back River Gold District into a large, long life mining complex. B2Gold recognizes that respect and collaboration with the Kitikmeot Inuit Association is central to the license to operate in the Back River Gold District and will continue to prioritize developing the project in a manner that recognizes Indigenous input and concerns and brings long-term socio-economic benefits to the area.

Subsequent to completion of the acquisition of Sabina, in the second quarter of 2023, B2Gold completed its inaugural winter ice road ("WIR") season and received all critical materials that were necessary to maintain the schedule for construction completion of the mill in the first quarter of 2025. Phase 1 camp construction and earthworks necessary to extend the airstrip are complete, and concrete and steel work in the mil area are progressing ahead of schedule. As well, the Company extinguished certain of Sabina's construction financing obligations with payments totalling $112 million as follows: senior secured debt facility for a $2 million payment, gold prepay facility for a $1 million payment, the entire gold metal offtake agreement for a $63 million payment, and one-third of the gold stream obligation for a $46 million payment.

On June 23, 2023, the Company announced an initial capital expenditure estimate of C$800 million (excluding working capital), which was in line with B2Gold expectations since the Sabina acquisition announcement and reflects scope changes to further optimize the Goose Project. B2Gold has updated the construction budget to de-risk the project and construct a reliable and low operating cost mine. In addition, the Company has made the decision to accelerate underground mining development to increase annual gold production over the first five years of the mine plan, including the mining of the Umwelt crown pillar. The cost to accelerate underground mining is estimated at an additional C$90 million for a total project capital expenditure of C$890 million of which Sabina had incurred approximately C$340 million up to April 2023, leaving approximately C$550 million (approximately $418 million) expected to be spent by B2Gold from the date of acquisition and up to completion of construction in the first quarter of 2025. In the third quarter of 2023 and post-acquisition to September 30, 2023, the Company incurred $88 million and $157 million, respectively for construction activities at the Goose Project.

In addition, B2Gold will undertake a buildup of working capital over the Goose Project construction period up to the first quarter of 2025 in order to materially de-risk the execution of the production ramp-up phase. Areas of focus for working capital include: accelerated purchase and additional storage of diesel fuel to manage the requirements of operations in 2025; critical inventory of consumables and spares for mining and processing to avoid the requirement for air transport; and development of open pit and underground ore stockpiles to provide a consistent and uninterrupted feed to the process plant. In the third quarter of 2023, $42 million of consumables inventory costs were incurred, including long-term consumables of $31 million.

In the second quarter of 2023, a significant exploration program was approved at the Back River Gold District for 2023. B2Gold has approved a $20 million exploration budget for the balance of 2023 to complete approximately 25,000 meters (“m”) of drilling. Drilling has been and will continue to be focused in proximity to existing deposits at the Goose Project, as well as following up on regional targets identified at the George, Boulder, Boot and Del projects.

On June 21, 2023, the Company announced an updated Mineral Resource estimate for the Anaconda Area, located approximately 20 kilometres from the Fekola Mine in Mali. The updated resource included a significantly increased Mineral Resource estimate for the Anaconda Area (the "June 2023 Mineral Resource estimate"), comprised of the Menankoto permit, the Bantako North permit and the Bakolobi permit. The updated Mineral Resource estimate includes a significant increase in the laterite, saprolite and saprock (collectively “oxide”) Mineral Resources, and an initial sulphide Indicated Mineral Resource estimate. The June 2023 Mineral Resource estimate includes Indicated Mineral Resource estimate of 57,000,000 tonnes at 1.11

grams per tonne ("g/t") gold for 2,030,000 ounces of gold, and Inferred Mineral Resource estimate of 46,600,000 tonnes at 1.33 g/t gold for 2,000,000 ounces of gold, constrained within a conceptual pit run at $1,800 per ounce gold.

Receipt of an exploitation license for the Bantako North permit area remains outstanding pending finalization of an implementation decree for the new 2023 Mining Code by the State of Mali. As a result, no production is forecast from Fekola Regional in 2023 (budgeted production was 18,000 ounces). The new Mining Code is not expected to impact the matters that have been stabilized for the Fekola Mine operations under the existing Fekola mining convention entered into under the 2012 Mining Code, and the impact of a new 2023 Mining Code on the Fekola Regional licences is still under review by the Company, pending issuance of a final implementation decree by the State of Mali.

On September 14, 2023, the Company entered into a purchase agreement with AngloGold Ashanti Limited ("AngloGold") to acquire AngloGold’s 50% stake in the Gramalote project (the “Gramalote Transaction”), located in the Department of Antioquia, Colombia (the “Gramalote Project”). Upon completion of the Gramalote Transaction, which occurred on October 5, 2023, B2Gold now owns 100% of the Gramalote Project.

ASSET ACQUISITION - SABINA

On April 19, 2023, the Company completed the acquisition of all of the issued and outstanding common shares of Sabina (the “Transaction”), resulting in the acquisition of the 100% owned Back River Gold District, including the Goose Project, located in Nunavut, Canada. The acquisition has been accounted for as a purchase of assets as the Company concluded that it did not acquire processes that could develop the acquired inputs into an operating mine. For accounting purposes, it was determined that B2Gold obtained control of Sabina on April 14, 2023, which is the date when the Transaction was irrevocably approved by the Supreme Court of British Columbia, giving the Company the ability to direct the use of the net assets acquired.

The cost of the acquisition was approximately $937 million, consisting of the fair value of B2Gold shares issued of $925 million, based on the issuance of 216,451,555 B2Gold shares at Cdn. $5.72 per share and a foreign exchange rate of Cdn. $1.3379 to $1, the fair value of B2Gold replacement stock options of $5 million (3,342,413 equivalent stock options for B2Gold common shares), plus B2Gold transaction costs of $7 million. The replacement stock options have been valued using the Black-Scholes option pricing model based on a risk-free annual interest rates ranging from 3.6% to 3.8%, an expected volatility of between 33% and 50%, an expected average life of up to 3.2 years and a dividend yield of 3.7%.

The purchase price was calculated as follows (dollars in thousands):

	$
Common shares issued (216,451,555 common shares)	925,375
Fair value of B2Gold replacement stock options	5,075
Transaction costs	6,672
	937,122

The purchase price was allocated to the fair value of the assets and liabilities as follows (dollars in thousands):

	$
Cash and cash equivalents	38,083
Accounts receivable, prepaids and other	816
Value added and other tax receivables	2,637
Mining interests - Goose Project, including PP&E	1,084,247
Mining interests - Hackett River Royalty	64,540
Mining interests - Other exploration & evaluation properties (including the George Property)	28,533
Other assets	15,738
Accounts payable and accrued liabilities	(41,344)
Current portion of long-term debt	(3,770)
Gold stream obligation	(173,700)
Construction financing obligations	(65,419)
Long-term debt	(6,716)
Mine restoration provision	(3,436)
Other long-term liabilities	(3,087)
	937,122

The purchase price was allocated to the fair values of the assets and liabilities acquired in accordance with their relative fair value. The value of the Goose Project mining interest determined using a combination of a discounted cash flow model and a comparable market transactions approach, the value of the property, plant and equipment at the Goose Project was based on a trending analysis of recent purchases and the value of the other exploration and evaluation properties was determined to be historical cost. The fair value of the construction financing obligations was based on their extinguishment value.

The Hackett River Project consists of approximately 10,637 hectares and is located approximately 480 km northeast of Yellowknife and approximately 60 km from the Back River Project. Sabina held a silver production royalty (the “Hackett River Royalty") equal to 22.5% of the first 190 million ounces of payable silver from the then current resource at Hackett River and other properties (the "Properties") and 12.5% of all payable silver from the Properties thereafter at no future cost. The retained interest in the Hackett River Project was determined using a comparable market transactions approach.

Following completion of the Transaction, the Company extinguished certain gold stream and construction financing obligations with payments totalling $112 million, broken down as follows:

•a $46 million payment to extinguish one-third of the $125 million gold stream arrangement;

•a $63 million payment to extinguish the gold metal offtake agreement;

•a $2 million payment to extinguish the senior secured debt facility; and

•a $1 million payment to extinguish the $75 million gold prepay facility.

REVIEW OF FINANCIAL RESULTS

Selected Quarterly Financial and Operating Results

	Three months ended		Nine months ended
	September 30,		September 30,
	2023	2022	2023	2022
Gold revenue ($ in thousands)	477,888	392,554	1,422,298	1,140,122
Net (loss) income ($ in thousands)	(34,770)	(21,234)	158,984	110,255
(Loss) earnings per share – basic(1) ($/ share)	(0.03)	(0.02)	0.10	0.09
(Loss) earnings per share – diluted(1) ($/ share)	(0.03)	(0.02)	0.10	0.09
Cash provided by operating activities ($ thousands)	110,204	93,118	509,010	325,307
Average realized gold price ($/ ounce)	1,920	1,711	1,929	1,810
Adjusted net income(1)(2) ($ in thousands)	64,840	31,996	256,506	142,340
Adjusted earnings per share(1)(2) – basic ($)	0.05	0.03	0.21	0.13
Consolidated operations results:
Gold sold (ounces)	248,889	229,400	737,139	629,800
Gold produced (ounces)	225,052	214,903	721,732	620,234
Cash operating costs(2) ($/ gold ounce sold)	689	810	613	741
Cash operating costs(2) ($/ gold ounce produced)	741	798	638	749
Total cash costs(2) ($/ gold ounce sold)	827	926	752	862
All-in sustaining costs(2) ($/ gold ounce sold)	1,273	1,154	1,177	1,100
Operations results including equity investment in Calibre:
Gold sold (ounces)	266,616	241,558	787,805	669,776
Gold produced (ounces)	242,838	227,016	772,395	660,004
Cash operating costs(2) ($/ gold ounce sold)	706	824	637	760
Cash operating costs(2) ($/ gold ounce produced)	755	815	661	767
Total cash costs(2) ($/ gold ounce sold)	840	939	772	878
All-in sustaining costs(2) ($/ gold ounce sold)	1,272	1,169	1,182	1,108

(1) Attributable to the shareholders of the Company.

(2) Non-IFRS measure. For a description of how these measures are calculated and a reconciliation of these measures to the most directly comparable measures specified, defined or determined under IFRS and presented in the Company’s financial statements, refer to “Non-IFRS Measures”.

Third quarter 2023 and 2022

Revenue

Consolidated gold revenue for the third quarter of 2023 was $478 million on sales of 248,889 ounces at an average price of $1,920 per ounce compared to $393 million on sales of 229,400 ounces at an average price of $1,711 per ounce in the third quarter of 2022. The increase in gold revenue of 22% ($85 million) was attributable to a 8% increase in gold ounces sold and a 12% increase in average realized gold price.

In the third quarter of 2023, the Fekola Mine accounted for $292 million (third quarter of 2022 - $230 million) of gold revenue from the sale of 152,239 ounces (third quarter of 2022 - 135,150 ounces), the Masbate Mine accounted for $98 million (third quarter of 2022 - $108 million) of gold revenue from the sale of 50,950 ounces (third quarter of 2022 - 62,600 ounces) and the Otjikoto Mine accounted for $88 million (third quarter of 2022 - $55 million) of gold revenue from the sale of 45,700 ounces (third quarter of 2022 - 31,650 ounces).

Production and operating costs

For the third quarter of 2023, total gold production was 242,838 ounces (including 17,786 ounces of attributable production from Calibre), slightly below budget by 3% (6,557 ounces), and higher than the third quarter of 2022 by 7% (15,822 ounces). Consolidated gold production from the Company’s three operating mines was 225,052 ounces in the third quarter of 2023, slightly below budget by 3% (8,113 ounces) and 5% (10,149 ounces) higher compared to the third quarter of 2022. For the third quarter of 2023, the Masbate and Otjikoto mines exceeded their budgeted production by 10% (4,653 ounces) and 5% (2,292 ounces) respectively, which was offset by Fekola production being 9% (13,266 ounces) lower than budget (refer to "Review of Mining Operations and Development Projects" section below). In the third quarter of 2023, the Masbate and Otjikoto mines produced 3% (1,268 ounces) and 28% (9,872 ounces) higher ounces than the third quarter of 2022 respectively, while the Fekola Mine produced 1% (991 ounces) lower ounces compared to the third quarter of 2022. The Otjikoto Mine's performance reflected an improved processed grade as a result of high-grade ore mined from the Wolfshag underground mine.

For the third quarter of 2023, consolidated cash operating costs (refer to "Non-IFRS Measures") were $741 per gold ounce produced ($689 per gold ounce sold), $50 (6%) lower than budget and $57 (7%) per gold ounce produced lower than the third quarter of 2022. Including estimated attributable results for Calibre, cash operating costs for the third quarter of 2023 were $755 per gold ounce produced ($706 per gold ounce sold), $50 (6%) lower than budget and $60 (7%) per gold ounce produced lower than the third quarter of 2022. Cash operating costs per ounce produced for the third quarter of 2023 were lower than budget largely as a result of lower than budgeted fuel costs at the Masbate and Otjikoto mines and a weaker Namibian dollar. Compared to the third quarter of 2022, cash operating costs per ounce produced for the third quarter of 2023 were lower mainly due to higher ounces produced in the third quarter of 2023 and a weaker Namibian dollar.

Consolidated all-in sustaining costs (refer to "Non-IFRS Measures") for the third quarter of 2023 were $1,273 per gold ounce sold compared to budget of $1,362 per gold ounce sold and $1,154 per gold ounce sold for the third quarter of 2022. Including estimated attributable results for Calibre, all-in sustaining costs for the third quarter of 2023 were $1,272 per gold ounce sold compared to budget of $1,353 per gold ounce sold and $1,169 per gold ounce sold for the third quarter of 2022. All-in sustaining costs for the third quarter of 2023 were $89 (7%) per gold ounce sold lower than budgeted and reflected lower than budgeted production costs per gold ounce sold and higher gold ounces sold partially offset by higher than budgeted sustaining capital expenditures ($9 million) and higher gold royalties resulting from a higher than budgeted average realized gold price. The higher sustaining capital expenditures were mainly a result of timing of expenditures, coupled with additional fleet purchases and rebuilds at the Fekola Mine.

Depreciation and depletion

Depreciation and depletion expense included in total cost of sales was $102 million in the third quarter of 2023 compared to $94 million in the third quarter of 2022. The 9% increase in depreciation expense was primarily due to an 8% increase in gold ounces sold.

Royalties and production taxes

Royalties and production taxes included in total cost of sales were $34 million for the third quarter of 2023 compared to $27 million for the third quarter of 2022. The 26% increase in royalties and production taxes was primarily due to an 8% increase in gold ounces sold, a 12% increase in realized gold price and a change in the sales mix in the third quarter of 2023 to include proportionately more ounces sold from the Fekola Mine, resulting in an overall higher effective royalty rate for the period.

Other

General and administrative (“G&A”) costs relate primarily to the Company’s head office in Vancouver, the Bamako office in Mali, the Makati office in the Philippines and the Windhoek office in Namibia. G&A for the third quarter of 2023 was $13 million which was 26% higher than the third quarter of 2022 resulting from higher general office costs and higher bank charges.

Share-based payment expense for the third quarter of 2023 was $4 million, which was $2 million lower than the third quarter of 2022 resulting from the timing of share-based payment grants and related vesting.

For the third quarter of 2023, the Company recorded a $112 million impairment on the Gramalote Project as a result of the Company's acquisition from AngloGold of the remaining 50% stake in the Gramalote Project.

In the third quarter of 2022, the Company recorded a $4 million write-off of mineral property interests relating to greenfield exploration targets.

For the third quarter of 2023, the Company's estimate of its share of Calibre's net income based on publicly available information was $6 million. Calibre will report its third quarter of 2023 financial results on November 7, 2023. The Company will update any differences in the fourth quarter of 2023. The Company held approximately 24% of the total issued and outstanding Calibre common shares and the Company's investment in Calibre had a market value of $106 million at September 30, 2023.

For the third quarter of 2023, the Company recorded an additional $5 million provision for recognition of Otjikoto severance costs for additional benefits not previously agreed upon.

The Company reported $3 million in interest and financing expense during the third quarter of 2023 in line with the third quarter of 2022. The Company reported interest income of $4 million in the third quarter of 2023 compared to $3 million in the third quarter of 2022, which was higher due to higher interest rates in the third quarter of 2023.

The Company reported a gain on change in fair value of the gold stream obligation of $8 million for the third quarter of 2023 resulting from changes in long-term gold prices and interest rates.

For the third quarter of 2023, the Company recorded derivative gains of $6 million compared to derivative losses of $9 million in the third quarter of 2022. The gains were driven by fuel forward contracts and consisted of net unrealized gains of $3 million (Q3 2022 - net unrealized losses of $17 million) and realized gains of $3 million (Q3 2022 - realized gains of $8 million).

For the third quarter of 2023, the Company recorded a net current income and other tax expense of $68 million, compared to $33 million in the third quarter of 2022, consisting of current income tax of $47 million (Q3 2022 - $26 million), the 10% priority dividend to the State of Mali of $9 million (Q3 2022 - $6 million) and withholding tax (on intercompany dividends/management fees) of $12 million (Q3 2022 - $1 million). The priority dividend is accounted for as an income tax in accordance with IAS 12, Income Taxes. Compared to the third quarter of 2022, net current income and other tax expense for the third quarter of 2023 was higher mainly as a result of higher income in the third quarter of 2023. For the third quarter of 2023, the Company recorded a deferred income tax expense of $7 million compared to a deferred income tax expense of $35 million in the third quarter of 2022. The 2023 deferred tax expense includes $2 million lower future withholding taxes, $17 million lower foreign exchange effects and $10 million greater temporary differences between accounting and taxable income.

For the third quarter of 2023, the Company generated a net loss of $35 million compared to a net loss of $21 million in the third quarter of 2022, including net loss attributable to the shareholders of the Company of $43 million (net loss of $0.03 per share) in the third quarter of 2023 compared to $23 million (net loss of $0.02 per share) in the third quarter of 2022. Adjusted net income attributable to the shareholders of the Company (refer to "Non-IFRS Measures") for the third quarter of 2023 was $65 million ($0.05 per share) compared to adjusted net income of $32 million ($0.03 per share) in the third quarter of 2022. Adjusted net income in the third quarter of 2023 excluded the impairment of long-lived assets of $112 million, unrealized gains on derivative instruments of $3 million, a gain on change in fair value of the gold stream obligation of $8 million and deferred income tax expense of $6 million.

Cash flow provided by operating activities was $110 million in the third quarter of 2023 compared to $93 million in the third quarter of 2022, an increase of $17 million due mainly to higher revenues of $85 million and lower production costs of $14 million and lower cash income and withholding tax payments, partially offset by higher royalty costs of $8 million, lower gains realized on fuel forward contracts and higher long-term inventory outflows ($30 million). Cash income and withholding tax payments in the third quarter of 2023 totalled $67 million (third quarter of 2022 - $79 million). Based on actual results for the first nine months of 2023 and revised forecast assumptions, including an average forecast gold price of $1,800 per ounce for the balance of 2023 (previously $1,850 per ounce), the Company is now forecasting to make total cash income tax payments for current income tax, withholding and other taxes in 2023 of approximately $263 million (previous estimate was $254 million).

B2Gold continues to maintain a strong financial position and liquidity. At September 30, 2023, the Company had cash and cash equivalents of $310 million (December 31, 2022 - $652 million) and working capital (defined as current assets less current liabilities) of $383 million (December 31, 2022 - $802 million). At September 30, 2023, the full amount of the Company's $700 million RCF was undrawn and available. Subsequent to the end of the third quarter of 2023, the Company completed a drawdown of $50 million on its $700 million RCF, leaving $650 million undrawn and available.

Year to date results

Revenue

Consolidated gold revenue for the first nine months of 2023 was $1.42 billion on sales of 737,139 ounces at an average price of $1,929 per ounce compared to $1.14 million on sales of 629,800 ounces at an average price of $1,810 per ounce in the first nine months of 2022. The increase in gold revenue of 25% ($282 million) was attributable to a 17% increase in gold ounces sold and a 7% increase in average realized gold price.

In the first nine months of 2023, the Fekola Mine accounted for $888 million (first nine months of 2022 - $652 million) of gold revenue from the sale of 460,139 ounces (first nine months of 2022 - 361,800 ounces), the Masbate Mine accounted for $266 million (first nine months of 2022 - $291 million) of gold revenue from the sale of 137,300 ounces (first nine months of 2022 - 160,150 ounces) and the Otjikoto Mine accounted for $268 million (first nine months of 2022 - $197 million) of gold revenue from the sale of 139,700 ounces (first nine months of 2022 - 107,850 ounces).

Production and operating costs

For the first nine months of 2023, total gold production was 772,395 ounces (including 50,663 ounces of attributable production from Calibre), in-line with budget, and 17% (112,391 ounces) higher compared to the first nine months of 2022. Consolidated gold production from the Company’s three operating mines was 721,732 ounces in the first nine months of 2023, in-line with budget and 16% (101,498 ounces) higher compared to the first nine months of 2022.

For the first nine months of 2023, consolidated cash operating costs (refer to "Non-IFRS Measures") were $638 per gold ounce produced ($613 per gold ounce sold), $62 (9%) lower than budget and $111 (15%) per gold ounce produced lower than the first nine months of 2022. Including estimated attributable results for Calibre, cash operating costs for the first nine months of 2023 were $661 per gold ounce produced ($637 per gold ounce sold), $59 (8%) lower than budget and $106 (14%) per gold ounce produced lower than the first nine months of 2022. Cash operating costs per ounce produced for the first nine months of 2023 were lower than budget largely as a result of lower than budgeted fuel costs and a weaker Namibian dollar. Compared to the first nine months of 2022, cash operating costs per ounce produced for the first nine months of 2023 were lower mainly due to higher ounces produced in the first nine months of 2023 and a weaker Namibian dollar.

Consolidated all-in sustaining costs (refer to "Non-IFRS Measures") for the first nine months of 2023 were $1,177 per gold ounce sold compared to budget of $1,236 per gold ounce sold and $1,100 per gold ounce sold for the first nine months of 2022. Including estimated attributable results for Calibre, all-in sustaining costs for the first nine months of 2023 were $1,182 per gold ounce sold compared to budget of $1,235 per gold ounce sold and $1,108 per gold ounce sold for the first nine months of 2022. Consolidated all-in sustaining costs for the first nine months of 2023 were $59 (5%) per gold ounce sold lower than budgeted due to lower than budgeted production costs per gold ounce sold and higher gold ounces sold, partially offset by higher than budgeted sustaining capital expenditures ($9 million), and higher gold royalties resulting from a higher than budgeted average realized gold price. The higher sustaining capital expenditures were mainly a result of timing of expenditures, coupled with additional fleet purchases and rebuilds at the Fekola Mine.

Depreciation and depletion

Depreciation and depletion expense included in total cost of sales was $293 million for the first nine months of 2023 compared to $253 million in the first nine months of 2022. The 16% increase in depreciation expense was mainly due to a 17% increase in gold ounces sold.

Royalties and production taxes

Royalties and production taxes included in total cost of sales were $103 million for the first nine months of 2023 compared to $76 million in the first nine months of 2022. The 36% increase in royalties and production taxes was due to a 17% increase in gold ounces sold, a 7% increase in the average realized gold price and a change in the sales mix in the first nine months of 2023 to include proportionately more ounces sold from the Fekola Mine, resulting in an overall higher effective royalty rate for the period.

Other

G&A for the first nine months of 2023 was $41 million, which was $7 million higher than the first nine months of 2022. The higher G&A in the first nine months of 2023 resulted from higher general office costs and higher bank charges.

Share-based payment expense for the first nine months of 2023 was $16 million, which was $2 million lower than the first nine months of 2022. The lower share-based payment expense resulted from the timing of share-based payment grants and related vesting.

For the first nine months of 2023, the Company recorded a $116 million impairment charge on the Gramalote Project and its investment in BeMetals Corp. as a result of the Company's acquisition from AngloGold of the remaining 50% stake in the Gramalote Project.

In the first nine months of 2023, the Company recorded a $17 million write-off of mineral property interests relating to greenfield exploration targets compared to $7 million in the first nine months of 2022.

For the first nine months of 2023, the Company's estimate of its share of Calibre's net income based on publicly available information was $18 million (first nine months of 2022 - $9 million).

For the third quarter of 2023, the Company recorded a $12 million provision for recognition of Otjikoto severance costs.

For the first nine months of 2023, other operating expenses totalled $8 million, which included a $4 million for loss on recovery of input taxes.

The Company reported $9 million in interest and financing expense during the first nine months of 2023 in line with the first nine months of 2022.

The Company reported a gain on change in fair value of the gold stream obligation of $7 million for the first nine months of 2023 resulting from changes in long-term gold prices and interest rates.

For the first nine months of 2023, the Company recorded derivative gains of $6 million compared to derivative gains of $18 million in the first nine months of 2022. The gains were driven by fuel forward contracts and consisted of net unrealized losses of $0 million (first nine months of 2022 - net unrealized losses of $7 million) and realized gains of $6 million (first nine months of 2022 - realized gains of $25 million).

Interest income for the first nine months of 2023 was $16 million compared to $8 million in the first nine months of 2022, reflecting higher interest rates in the first nine months of 2023.

For the first nine months of 2023, the Company recorded a net current income and other tax expense of $216 million compared to $140 million in the first nine months of 2022, consisting of current income tax of $164 million (first nine months of 2022 - $98 million), the 10% priority dividend to the State of Mali of $28 million (first nine months of 2022 - $18 million) and withholding tax (on intercompany dividends/management fees) of $24 million (first nine months of 2022 - $24 million). The priority dividend is accounted for as an income tax in accordance with IAS 12, Income Taxes. Compared to the first nine months of 2022, current tax expense for the first nine months of 2023 was higher mainly as a result of higher income from the Otjikoto and Fekola mines than in the first nine months of 2022. For the first nine months of 2023, the Company recorded a deferred income tax expense of $2 million compared to a deferred income tax expense of $44 million in the first nine months of 2022. The deferred tax expense for the first nine months of 2023 included $14 million higher future withholding taxes, $49 million lower foreign exchange effects and $7 million higher temporary differences between accounting and taxable income.

For the first nine months of 2023, the Company generated net income of $159 million compared to a net income of $110 million in the first nine months of 2022, including net income attributable to the shareholders of the Company of $123 million ($0.10 per share) in the first nine months of 2023 compared to $95 million ($0.09 per share) in the first nine months of 2022. Adjusted net income attributable to the shareholders of the Company (refer to “Non-IFRS Measures”) for the first nine months of 2023 was $257 million ($0.21 per share) compared to adjusted net income of $142 million ($0.13 per share) in the first nine months of 2022. Adjusted net income in the first nine months of 2023 excluded impairment of long-lived assets of $116 million, the write-down of mineral property interests of $17 million, lease termination costs of $2 million and gain on change in fair value of the gold stream obligation of $7 million.

Cash flow provided by operating activities was $509 million in the first nine months of 2023 compared to $325 million in the first nine months of 2022, an increase of $184 million due mainly to higher revenues of $282 million, lower production costs of $15 million and lower cash income and withholding tax payments, partially offset by higher royalty costs of $26 million, lower gains realized on fuel forward contracts, higher long-term value-added tax outflows ($38 million) and higher long-term inventory outflows ($30 million). Cash income and withholding tax payments in the first nine months of 2023 totalled $157 million (first nine months of 2022 - $177 million), including approximately $54 million related to 2022 outstanding tax liability obligations. Based on actual results for the first nine months of 2023 and revised forecast assumptions, including an average forecast gold price of $1,800 per ounce for the balance of 2023 (previously $1,850 per ounce), the Company is now forecasting to make total cash income tax payments for current income tax, withholding and other taxes in 2023 of approximately $263 million (previous estimate was $254 million).

REVIEW OF MINING OPERATIONS AND DEVELOPMENT PROJECTS

Fekola Mine - Mali

	Three months ended		Nine months ended
	September 30,		September 30,
	2023	2022	2023	2022
Gold revenue ($ in thousands)	292,375	230,023	888,272	652,361
Gold sold (ounces)	152,239	135,150	460,139	361,800
Average realized gold price ($/ ounce)	1,921	1,702	1,930	1,803
Tonnes of ore milled	2,392,829	2,285,423	6,988,763	6,906,172
Grade (grams/ tonne)	1.82	1.90	2.17	1.72
Recovery (%)	92.1	93.1	91.9	92.9
Gold production (ounces)	128,942	129,933	447,233	354,647
Cash operating costs(1) ($/ gold ounce sold)	613	694	544	667
Cash operating costs(1) ($/ gold ounce produced)	688	728	561	667
Total cash costs(1) ($/ gold ounce sold)	773	829	706	809
All-in sustaining costs(1) ($/ gold ounce sold)	1,261	978	1,125	971
Capital expenditures ($ in thousands)	83,166	20,353	211,112	68,779
Exploration ($ in thousands)	—	3,392	1,706	13,848

(1) Non-IFRS measure. For a description of how these measures are calculated and a reconciliation of these measures to the most directly comparable measures specified, defined or determined under IFRS and presented in the Company’s financial statements, refer to “Non-IFRS Measures”.

The Fekola Mine in Mali (owned 80% by the Company and 20% by the State of Mali) had a challenging third quarter of 2023 with gold production of 128,942 ounces, 9% below budget (13,266 ounces). The shortfall as compared to budget was due to slightly lower gold recovery and lower mill feed grade. The lower than budget mill feed grade stemmed from ore production delays out of Phase 6 of the Fekola pit, following an intense precipitation event that rendered high grade ore at the bottom of the pit temporarily inaccessible with the result that mill feed was supplemented by unbudgeted low grade stockpile material. Mining of the higher grade ore in Fekola Phase 6 resumed in October 2023 and fourth quarter of 2023 Fekola Mine production is expected to be higher than budgeted. Compared to the third quarter of 2022, Fekola's gold production was only slightly lower by 1% (991 ounces) due to the lower than planned volumes of high grade ore from Phase 6 of the Fekola pit during the period. For the third quarter of 2023, mill feed grade was 1.82 g/t, compared to budget of 2.12 g/t and 1.90 g/t in the third quarter of 2022; mill throughput was 2.39 million tonnes compared to budget of 2.25 million tonnes and 2.29 million tonnes in the third quarter of 2022; and gold recovery averaged 92.1% compared to budget of 93.5% and 93.1% in the third quarter of 2022. For the first nine months of 2023, the Fekola Mine’s gold production was 447,233 ounces below budget by 4% (19,975 ounces) and, as expected, significantly higher by 26%, (92,586 ounces) compared to the first nine months of 2022 due to higher grade ore mined from Phase 6 of the Fekola Pit in the first nine months of 2023. For the first nine months of 2023, mill feed grade was 2.17 g/t compared to budget of 2.34 g/t and 1.72 g/t in the first nine months of 2022; mill throughput was 6.99 million tonnes compared to budget of 6.67 million tonnes and 6.91 million tonnes in the first nine months of 2022; and gold recovery averaged 91.9% compared to budget of 93.3% and 92.9% in the first nine months of 2022.

The Fekola Mine’s cash operating costs (refer to “Non-IFRS Measures”) for the third quarter of 2023 were $688 per ounce produced ($613 per gold ounce sold) compared to a budget of $649 per ounce produced and $728 per ounce produced for the third quarter of 2022. Cash operating costs per ounce produced for the third quarter of 2023 were $39 per ounce produced, or 6%, higher than budget largely due to lower than budget gold production. Gold production was lower than budget largely due to the weather-related delays in mining higher grade ore from Fekola Phase 6 as mentioned above. Compared to the third quarter of 2022, cash operating costs per ounce produced for the third quarter of 2023 were 5% lower due mainly to reductions in operating costs during the quarter as compared to the third quarter of 2022. The Fekola Mine’s cash operating costs for the first nine months of 2023 were $561 per ounce produced ($544 per gold ounce sold) compared to a budget of $558 per ounce produced and $667 per ounce produced for the first nine months of 2022. Cash operating costs per ounce produced for the first nine months of 2023 were $3 per ounce produced, or 1%, higher than budget. Compared to the first nine months of 2022, cash operating costs per ounce produced for the first nine months of 2023 were 16% lower due primarily to the planned increase in gold production in the first nine months of 2023.

All-in sustaining costs (refer to “Non-IFRS Measures”) for the second quarter of 2023 for the Fekola Mine were $1,261 per gold ounce sold compared to a budget of $1,208 per gold ounce sold and $978 per gold ounce sold in the third quarter of 2022. All-in sustaining costs for the third quarter of 2023 were $53 per gold ounce sold or 4% higher than budget as a result of higher than budgeted sustaining capital expenditures. All-in sustaining costs for the first nine months of 2023 for the Fekola Mine were $1,125 per gold ounce sold compared to a budget of $1,044 per gold ounce sold and $971 per gold ounce sold in the first nine months of 2022. All-in sustaining costs for the first nine months of 2023 were $81 per gold ounce sold or 8% higher than budget as a result of higher than budgeted sustaining capital expenditures ($29 million) carried over from prior periods and new sustaining capital projects approved in 2023. Sustaining capital expenditures for 2023 are forecast to be approximately $50 million higher than budget and include $11 million for Solar Plant expansion costs and new mobile fleet and capital rebuild costs of approximately $35 million. The higher sustaining capital costs have been partially offset by $35 million in lower non-sustaining capital costs for Fekola Regional and Fekola underground development which is now expected to be completed by the first quarter of 2025.

Capital expenditures in the third quarter of 2023 totalled $83 million primarily consisting of $26 million for mobile equipment purchases and rebuilds, $20 million for deferred stripping, $10 million for Fekola underground development, $10 million for the tailings facility raise project and $7 million for solar plant expansion. Capital expenditures in the first nine months of 2023 totalled $211 million primarily consisting of $72 million for mobile equipment purchases and rebuilds, $56 million for deferred stripping, $25 million for Fekola underground development, $17 million for the tailings facility raise project, $5 million for haul road construction and $11 million for solar plant expansion.

The low-cost Fekola Complex in Mali includes both the Fekola Mine and Fekola Regional. At the Fekola Mine, ore will continue to be mined from the Fekola and Cardinal pits including mining of higher grade Fekola Phase 6 ore in the fourth quarter of 2023. Receipt of an exploitation license for the Bantako North permit area remains outstanding pending finalization of an implementation decree for the new 2023 Mining Code by the State of Mali. As a result, no production is forecast from Fekola Regional in 2023 (budgeted production was 18,000 ounces). Production from the Fekola and Cardinal pits has been accelerated to offset the delayed saprolite ore production from the Bantako North permit, and production guidance of between 580,000 and 610,000 ounces for the Fekola Complex for 2023 remains unchanged with total production expected to come in at the lower end of the range. The new Mining Code is not expected to impact the matters that have been stabilized for the Fekola Mine operations under the existing Fekola mining convention entered into under the 2012 Mining Code, and the impact of a new 2023 Mining Code on the Fekola Regional licences is still under review by the Company, pending issuance of a final implementation decree by the State of Mali. Fekola Complex cash operating costs are expected to be within the original guidance range of between $565 and $625 per ounce produced. As a result of the expected increases noted above for Fekola Mine sustaining capital expenditures for the year, the Fekola Complex all-in sustaining cost guidance range is now expected to be between $1,175 and $1,235 per ounce sold (original guidance range of between $1,085 and $1,145 per ounce sold).

Masbate Mine – Philippines

	Three months ended		Nine months ended
	September 30,		September 30,
	2023	2022	2023	2022
Gold revenue ($ in thousands)	97,556	107,936	265,839	290,704
Gold sold (ounces)	50,950	62,600	137,300	160,150
Average realized gold price ($/ ounce)	1,915	1,724	1,936	1,815
Tonnes of ore milled	2,155,170	1,888,722	6,224,572	5,885,163
Grade (grams/ tonne)	1.01	1.10	0.99	1.12
Recovery (%)	73.0	74.7	73.6	77.1
Gold production (ounces)	51,170	49,902	147,012	164,041
Cash operating costs(1) ($/ gold ounce sold)	865	879	854	815
Cash operating costs(1) ($/ gold ounce produced)	834	867	844	801
Total cash costs(1) ($/ gold ounce sold)	993	977	979	922
All-in sustaining costs(1) ($/ gold ounce sold)	1,124	1,110	1,152	1,076
Capital expenditures ($ in thousands)	5,896	10,158	20,947	29,908
Exploration ($ in thousands)	774	696	2,741	3,111

(1) Non-IFRS measure. For a description of how these measures are calculated and a reconciliation of these measures to the most directly comparable measures specified, defined or determined under IFRS and presented in the Company’s financial statements, refer to “Non-IFRS Measures”.

The Masbate Mine in the Philippines had a strong third quarter of 2023 with gold production of 51,170 ounces, above budget by 10% (4,653 ounces) due to improved ore grade and higher mill throughput. Gold production for the third quarter of 2023 was 3% (1,268 ounces) higher compared to the third quarter of 2022, mainly due to the higher mill throughput. For the third quarter of 2023, mill feed grade was 1.01 g/t compared to budget of 0.99 g/t and 1.10 g/t in the third quarter of 2022; mill throughput was 2.16 million tonnes compared to budget of 2.00 million tonnes and 1.89 million tonnes in the third quarter of 2022; and gold recovery averaged 73.0% compared to budget of 73.3% and 74.7% in the third quarter of 2022. For the first nine months of 2023, Masbate Mine’s gold production of 147,012 ounces was well above budget by 9% (11,858 ounces) as a result of higher than budgeted mill throughput. Compared to the first nine months of 2022, gold production for the Masbate Mine was 10%

(17,029 ounces) lower due to planned lower gold recovery and lower mill feed grades processed in 2023. For the first nine months of 2023, mill feed grade was 0.99 g/t compared to budget of 1.09 g/t and 1.12 g/t in the first nine months of 2022; mill throughput was 6.22 million tonnes compared to budget of 5.89 million tonnes and 5.89 million tonnes in the first nine months of 2022; and gold recovery averaged 73.6% compared to budget of 74.0% and 77.1% in the first nine months of 2022.

The Masbate Mine's cash operating costs (refer to “Non-IFRS Measures”) for the third quarter of 2023 were $834 per ounce produced ($865 per gold ounce sold) compared to a budget of $1,010 per ounce produced and $867 per ounce produced for the third quarter of 2022. Cash operating costs per ounce produced for the third quarter of 2023 were lower than budget by $176 per ounce produced, or 17%, as a result of higher than budgeted gold production and lower than budgeted mining and processing costs resulting from lower than budgeted diesel and HFO costs. Cash operating costs per ounce produced for the third quarter of 2023 were lower than the third quarter of 2022 by 4%. The Masbate Mine's cash operating costs for the first nine months of 2023 were $844 per ounce produced ($854 per gold ounce sold) compared to a budget of $1,034 per ounce produced and $801 per ounce produced for the first nine months of 2022. Cash operating costs per ounce produced for the first nine months of 2023 were lower than budget by $190 per ounce produced, or 18%, as a result of higher than budgeted gold production and lower than budgeted mining and processing costs resulting from lower than budgeted diesel and HFO cost. Cash operating costs per ounce produced for the first nine months of 2023 were higher than the first nine months of 2022 by 5%, which was expected due to lower planned production as a function of the mine plan as described above.

All-in sustaining costs (refer to “Non-IFRS Measures”) for the third quarter of 2023 were $1,124 per ounce sold compared to a budget of $1,346 per gold ounce sold and $1,110 per gold ounce sold in the third quarter of 2022. All-in sustaining costs for the third quarter of 2023 were $222 per gold ounce sold or 16% lower than budget as a result of lower than budgeted cash operating costs described above, lower than budgeted sustaining capital expenditures and higher than budgeted gold ounces sold. All-in sustaining costs for the first nine months of 2023 were $1,152 per ounce sold compared to a budget of $1,431 per gold ounce sold and $1,076 per gold ounce sold in the first nine months of 2022. All-in sustaining costs for the first nine months of 2023 were $279 per gold ounce sold or 19% lower than budget as a result of lower than budgeted cash operating costs described above, higher than budgeted gold ounces sold and lower than budgeted sustaining capital expenditures. Approximately $4 million of budgeted deferred stripping costs are now expected to be a permanent saving in 2023.

Capital expenditures in the third quarter of 2023 totalled $6 million, primarily consisting of $3 million for mobile equipment purchases and rebuilds and $1 million for deferred stripping. Capital expenditures in the first nine months of 2023 totalled $21 million, primarily consisting of $12 million for mobile equipment purchases and rebuilds and $2 million for deferred stripping.

The Masbate Mine in the Philippines is expected to produce towards the higher end of its guidance range of between 170,000 and 190,000 ounces of gold in 2023. For the first nine months of 2023, Masbate's cash operating costs per ounce and all-in sustaining costs per ounce were below budget mainly due to lower fuel costs. Masbate's cash operating costs per ounce for 2023 are now expected to be between $855 and $915 per ounce (original guidance range of between $985 and $1,045 per ounce) and all-in sustaining costs are now expected to be between $1,155 and $1,215 per ounce (original guidance range of between $1,370 and $1,430 per ounce).

Otjikoto Mine - Namibia

	Three months ended		Nine months ended
	September 30,		September 30,
	2023	2022	2023	2022
Gold revenue ($ in thousands)	87,957	54,595	268,187	197,057
Gold sold (ounces)	45,700	31,650	139,700	107,850
Average realized gold price ($/ ounce)	1,925	1,725	1,920	1,827
Tonnes of ore milled	855,740	877,249	2,554,747	2,573,360
Grade (grams/ tonne)	1.66	1.27	1.57	1.25
Recovery (%)	98.4	98.0	98.6	98.3
Gold production (ounces)	44,940	35,068	127,487	101,546
Cash operating costs(1) ($/ gold ounce sold)	744	1,165	603	881
Cash operating costs(1) ($/ gold ounce produced)	785	958	671	948
Total cash costs(1) ($/ gold ounce sold)	820	1,234	680	954
All-in sustaining costs(1) ($/ gold ounce sold)	1,178	1,625	1,074	1,247
Capital expenditures ($ in thousands)	13,290	20,292	46,266	59,575
Exploration ($ in thousands)	963	896	2,453	2,275

(1) Non-IFRS measure. For a description of how these measures are calculated and a reconciliation of these measures to the most directly comparable measures specified, defined or determined under IFRS and presented in the Company’s financial statements, refer to “Non-IFRS Measures”.

The Otjikoto Mine in Namibia, in which the Company holds a 90% interest, performed well during the third quarter of 2023, producing 44,940 ounces of gold, 5% (2,292 ounces) above budget due to above budget mill feed grade. Compared to the third quarter of 2022, gold production in the third quarter of 2023 was higher by 28% (9,872 ounces), mainly due to improved

processed grade as a result of high-grade ore mined from the Wolfshag underground mine. For the third quarter of 2023, mill feed grade was 1.66 g/t compared to budget of 1.58 g/t and 1.27 g/t in the third quarter of 2022; mill throughput was 0.86 million tonnes compared to budget of 0.86 million tonnes and 0.88 million tonnes in the third quarter of 2022; and gold recovery averaged 98.4% compared to budget of 98.0% and 98.0% in the third quarter of 2022. Production from the Wolfshag underground mine remained consistent during the third quarter of 2023, producing an average of 1,259 tonnes per day at an average grade of 5.55 g/t. Otjikoto pit Phase 5 mine production volumes for the third quarter of 2023 were temporarily reduced due to a minor slope failure that resulted in haulage restrictions caused by a redesign of the main haulage ramp. The ramp has been reconstructed with no expected impact on the full-year budgeted 2023 gold production. For the first nine months of 2023, Otjikoto Mine’s gold production of 127,487 ounces was above budget by 5% (6,337 ounces) as a result of higher than budgeted mill throughput, and higher than budgeted mill feed grade. Compared to the first nine months of 2022, gold production in the first nine months of 2023 was higher by 26% (25,941 ounces), mainly due to improved processed grade as a result of high-grade ore mined from the Wolfshag underground mine. For the first nine months of 2023, mill feed grade was 1.57 g/t compared to budget of 1.52 g/t and 1.25 g/t in the first nine months of 2022; mill throughput was 2.55 million tonnes compared to budget of 2.54 million tonnes and 2.57 million tonnes in the first nine months of 2022; and gold recovery averaged 98.6% compared to budget of 97.4% and 98.3% in the first nine months of 2022. As a result of the timing of higher-grade ore mining, Otjikoto's gold production will be weighted to the fourth quarter of 2023, due to processing of higher grade ore mined from the Otjikoto pit and the Wolfshag underground mine, supplemented by existing medium and high grade ore stockpiles.

As of the beginning of 2023, the Probable Mineral Reserve estimate for the Wolfshag deposit included 203,000 ounces of gold in 1.1 million tonnes of ore at an average grade of 5.55 g/t gold. Open pit mining operations at the Otjikoto Mine are scheduled to ramp down in 2024 and conclude in 2025, while processing operations will continue until 2031, when economically viable stockpiles are forecast to be exhausted. Underground operations are currently projected to continue until 2026 with potential to extend underground operations if the ongoing current underground exploration program is successful in identifying additional underground deposits.

Cash operating costs (refer to “Non-IFRS Measures”) for the third quarter of 2023 were $785 per gold ounce produced ($744 per ounce gold sold), compared to a budget of $851 per ounce produced and $958 per ounce produced for the third quarter of 2022. Cash operating costs per ounce produced for the third quarter of 2023 were lower than budget and the third quarter of 2022 as a result of higher production as described above and a weaker Namibian dollar. Cash operating costs for the first nine months of 2023 were $671 per gold ounce produced ($603 per ounce gold sold), compared to a budget of $810 per ounce produced and $948 per ounce produced for the first nine months of 2022. Cash operating costs per ounce produced for the first nine months of 2023 were lower than budget and the first nine months of 2022 as a result of higher production as described above and a weaker Namibian dollar. Lower diesel fuel costs also contributed to the lower than budgeted cash operating costs per ounce produced for the third quarter of 2023 and first nine months of 2023.

All-in sustaining costs (refer to “Non-IFRS Measures”) for the third quarter of 2023 were $1,178 per gold ounce sold compared to a budget of $1,458 per gold ounce sold and $1,625 per gold ounce sold in the third quarter of 2022. All-in sustaining costs for the third quarter of 2023 were $280 per gold ounce sold or 19% lower than budget as a result of lower than budgeted cash operating costs described above, higher than budgeted gold ounces sold, and lower than budgeted sustaining capital expenditures primarily related to the timing of deferred stripping and underground development. All-in sustaining costs for the first nine months of 2023 were $1,074 per gold ounce sold compared to a budget of $1,374 per gold ounce sold and $1,247 per gold ounce sold in the first nine months of 2022. All-in sustaining costs for the first nine months of 2023 were $300 per gold ounce sold or 22% lower than budget as a result of lower than budgeted cash operating costs described above, higher than budgeted gold ounces sold and lower than budgeted sustaining capital expenditures primarily related to deferred stripping and underground development. Approximately $10 million of budgeted deferred stripping costs are now expected to be a permanent cost saving in 2023.

Capital expenditures for the third quarter of 2023 totalled $13 million, consisting of $9 million for deferred stripping in the Otjikoto pit and $3 million for Wolfshag underground mine development. Capital expenditures for the first nine months of 2023 totalled $46 million, consisting of $36 million for deferred stripping in the Otjikoto pit, $7 million for Wolfshag underground mine development and $2 million for mobile equipment rebuilds.

The Otjikoto Mine in Namibia is expected to produce between 190,000 and 210,000 ounces of gold in 2023. For the first nine months of 2023, Otjikoto's cash operating costs per ounce and all-in sustaining costs per ounce were below budget due to a weaker Namibian dollar. Otjikoto's cash operating costs per ounce for 2023 are now expected to be between $545 and $605 per ounce (original guidance range of between $590 and $650 per ounce) and all-in sustaining costs are now expected to be between $950 and $1,010 per ounce (original guidance range of between $1,080 and $1,140 per ounce).

Investment in Calibre

At September 30, 2023, B2Gold held approximately 24% of the total issued and outstanding Calibre common shares and equity accounts for this ownership interest. The market value of the Company's 24% common shareholding of Calibre at September 30, 2023 was $106 million. For the third quarter of 2023 and the first nine months of 2023, the Company's estimate of its share of Calibre's net income based on publicly available information was approximately $6 million and $18 million, respectively. Calibre will report its third quarter of 2023 financial results on November 7, 2023. The Company will update any differences in the fourth quarter of 2023.

Attributable share of Calibre production and costs

Based on Calibre's production press release dated October 10, 2023, consolidated production of Calibre for the third quarter of 2023 was 73,485 ounces of which the Company's attributable share was 17,786 ounces and for the first nine months of 2023 was 208,011 ounces of which the Company's attributable share was 50,663 ounces.

The Company has assumed that the consolidated cash operating costs per ounce produced and all-in sustaining costs for Calibre for the first nine months of 2023 will be at the mid-point of the guidance ranges of approximately $960 to $1,060 per ounce and $1,175 to $1,275 per ounce, respectively. Consolidated cash operating costs per ounce produced and all-in sustaining costs for Calibre for the third quarter of 2023 reflect the adjustment for actual second quarter of 2023 results.

Goose Project - Canada

On April 19, 2023, the Company completed the acquisition of Sabina, resulting in the Company acquiring Sabina’s 100% owned Back River Gold District located in Nunavut, Canada by issuing approximately 216 million common shares of B2Gold as consideration. The Back River Gold District consists of five mineral claims blocks along an 80 km belt. The most advanced project in the district, Goose, is fully permitted, construction ready, and has been de-risked with significant infrastructure currently in place. The Goose Project has an estimated two year construction period, which is expected to be completed in the first quarter of 2025. B2Gold’s management team has strong northern construction expertise and the experience to deliver the fully permitted Goose Project and the financial resources to develop the significant gold resource endowment at the Back River Gold District into a large, long life mining complex. B2Gold recognizes that respect and collaboration with the Kitikmeot Inuit Association is central to the license to operate in the Back River Gold District and will continue to prioritize developing the project in a manner that recognizes Indigenous input and concerns and brings long-term socio-economic benefits to the area.

Goose Project Construction Update Highlights

On June 23, 2023, the Company announced an initial capital expenditure estimate of C$800 million (excluding working capital), which was in line with B2Gold expectations since the Sabina acquisition announcement and reflects scope changes to further optimize the Goose Project. B2Gold has updated the construction budget to de-risk the project and construct a reliable and low operating cost mine. In addition, the Company has made the decision to accelerate underground mining development to increase annual gold production over the first five years of the mine plan, including the mining of the Umwelt crown pillar. The cost to accelerate underground mining is estimated at an additional C$90 million for a total project capital expenditure of C$890 million of which Sabina had incurred approximately C$340 million up to April 2023, leaving approximately C$550 million (approximately $418 million) expected to be spent by B2Gold from the date of acquisition and up to completion of construction in the first quarter of 2025. In the third quarter of 2023 and post-acquisition to September 30, 2023, the Company incurred $88 million and $157 million, respectively for construction activities at the Goose Project.

In addition, B2Gold will undertake a buildup of working capital over the Goose Project construction period up to the first quarter of 2025 in order to materially de-risk the execution of the production ramp-up phase. Areas of focus for working capital include: accelerated purchase and additional storage of diesel fuel to manage the requirements of operations in 2025; critical inventory of consumables and spares for mining and processing to avoid the requirement for air transport; and development of open pit and underground ore stockpiles to provide a consistent and uninterrupted feed to the process plant. In the third quarter of 2023, $42 million of consumables inventory costs were incurred, including long-term consumables of $31 million.

The 2023 WIR successfully brought required materials to complete building envelopes in 2023. Concrete, steel, and consumables required for construction were successfully transported to the Goose Project site on the WIR and are being installed at the construction site. Construction equipment including cranes, generators, welders, lifts, and tooling are in operation and being used for camp and workshop construction. Completion of the 2023 WIR successfully de-risked the development of future WIRs.

Site construction is ongoing, led by the B2Gold in-house construction team, who has successfully managed five construction projects for B2Gold and its predecessor company Bema Gold. The B2Gold in-house construction team have successfully built the following projects on-time and on-budget over the past three decades: the Julietta and Kupol mines in Russia, the La Libertad mine in Nicaragua, the Otjikoto mine in Namibia, and the Fekola mine in Mali. The B2Gold in-house construction team is complemented by key personnel previously working on the project with Sabina.

Since closing of the acquisition of Sabina in April 2023, B2Gold has worked to integrate its in-house construction team with the Sabina team, as well as rescope the external contractors working on the Goose Project. Through these integration efforts and based on prior experience at B2Gold’s current operations, the Company's decision to move to an owner-operated construction model versus a fixed priced EPC contract for the construction of the process plant is expected to reduce costs and result in a mill with higher availability and lower sustaining capital requirements. Using B2Gold's owner-operated team also allows for flexibility in construction and the ability to prioritize construction activities as needed.

In addition, the B2Gold in-house purchasing team has identified significant savings by purchasing certain mobile equipment versus the ‘lease to own’ purchase model utilized by Sabina, and through lower negotiated pricing for certain reagents and consumables required for project construction and commissioning.

Through the due diligence period of the acquisition of Sabina and now managing the Goose Project, the B2Gold team has identified various items that will be added to the original Sabina scope in order to further de-risk the construction phase and maximize the long-term value of the asset. These items include, among others: emulsion explosives plant and mining support fleet; additional power generation capacity and expanded site power distribution; additional shipping redundancy costs to further de-risk the timing of mill completion in the first quarter of 2025; secondary steel including platforms, grating, and handrails to meet project and safety requirements; information technology and enterprise resource planning improvements; improved on-site assay lab; and additional fuel tanks at the Marine Laydown Area ("MLA") and at the Goose Project to provide extended on-site operating reserves (and to support potential project expansions). In addition, the Company has used current market pricing for costing of various consumables utilized during the construction phase, mainly related to fuel and diesel.

Goose Project Infrastructure

Marine Laydown Area

Following the acquisition of Sabina, the MLA located on Bathurst Inlet, Nunavut was reorganized to maximize space for the 2023 sealift. Additionally, the fuel tank containment area at the MLA was enlarged to facilitate increased storage. The MLA has an approximately 70 person camp, a 3,000 foot gravel airstrip and heliport, and over 65,000 meters2 of outdoor storage area. The purchasing of materials and supplies needed to support the 2024 construction campaign has been completed and all materials provided to the ports for the 2023 sealift, which was completed successfully in mid-October 2023 with a total shipping volume of 90,000 meters cubed of dry cargo and 24,000,000 liters of arctic grade diesel fuel. This materially includes all planned sealift materials required for successful construction, commissioning, and mining of the Goose Project. Current activities at the MLA include maintenance and preparation of the WIR construction and haulage fleet and staging all materials for shipment on the WIR to the Goose site. Additional materials identified will need to be flown to site on an as-needed basis.

Accommodation Complex

Phase 1 of the accommodation complex opened in July 2023, including sleeping quarters, office area, medical center, gymnasium, kitchens, and water treatment. Phase 1 of the accommodation complex includes 310 beds at the permanent site location, which together with the 160 beds located at the existing exploration camp, provide the necessary accommodations to support accelerated construction, mining and exploration activities to ensure an on-time project completion. Phase 2 of the accommodation complex will further expand the permanent camp. Phase 2 materials are at the MLA and are ready for transport to the Goose Project site and will be integrated into the complex prior to the 2024 summer construction season.

Concrete and Steel Work

Concrete and steel work in the mill area are progressing ahead of schedule. The first concrete pour was completed in July 2023, with approximately 40% of the 2023 concrete foundations and pads complete within the mill area, powerhouse and truck shop as of September 30, 2023. Over 2,000,000 kilograms of structural steel and approximately 500,000 kilograms of plate steel has arrived at site. Erection of the structural steel for the mill area, power house and truck shop is well underway, and cladding of the mill area is underway. Enclosure of these buildings will allow for work to continue through the colder months and remain on schedule. Additionally, it is expected that the ball mill will be set in place in December 2023, ahead of schedule, allowing the focus for the start of 2024 to shift to piping and mechanical systems. Progress to date has considerably de-risked the Goose Project.

Winter Ice Road

The 163 kilometer WIR between MLA and the Goose Project will operate between February and the end of April, depending on temperatures. In 2023, over 800 loads were completed along the WIR. Work on the 2024 WIR is expected to start in December 2023. WIR construction will begin from the middle and work outwards in each direction, allowing for completion of the majority of the road before the sea ice freezes, as the sea ice freezes last. This construction strategy should enable the WIR to be completed earlier than in prior seasons.

Airstrip

Earthworks necessary to extend the airstrip were completed in September 2023. The extension of the airstrip to 5,000 feet allows large capacity, fully loaded passenger planes to land at the Goose Project during the 2024 construction campaign. B2Gold expects that this will make employee and contractor rotations and supplying the project site from Edmonton significantly easier and will further de-risk the project.

Goose Project Mine Development

B2Gold made the decision to accelerate underground mining development to increase average gold production in the first five years to over 300,000 ounces per year. Mining development was previously started at the Echo open pit, which will be mined out prior to process plant commissioning in order to provide tailings storage capacity. Underground mining completed by Sabina has exceeded 1,300 meters of horizontal development and the initial ventilation raise is expected to be completed in the fourth quarter of 2023.

Underground mining is scheduled to mine and backfill the full Umwelt pillar earlier in the mine life than in prior mine plans, which is expected to contribute over 150,000 ounces of gold production to the life of mine plan. Geotechnical and mine design and engineering continues and is expected to be finalized in the fourth quarter of 2023. The underground development is currently less than 500 meters away from commencing ore production at the Umwelt crown pillar.

Goose Project Update Life of Mine Plan

The B2Gold technical team continues to analyze ways to optimize the Goose Project life of mine plan. Areas of optimization currently being studied include:

•Mining of the Umwelt crown pillar

◦The crown pillar between the Umwelt open pit and underground mining areas contains over 150,000 ounces of gold and was only partially included in prior production schedules.

◦Geotechnical and mine design and engineering is underway with the goal of mining and backfilling the crown pillar prior to completion of the Umwelt open pit.

•Underground mining method

◦The B2Gold engineering team has determined that most of the Umwelt underground mine can be mined effectively with long-hole stoping, which is expected to reduce costs and increase ore production rates.

•Renewable power generation

◦The Sabina team previously identified the potential for wind power generation, and studies are in progress by B2Gold to identify the best solution and to quantify the potential operational and cost impact to the Goose Project.

B2Gold expects to complete an updated Goose Project life of mine plan in the fourth quarter of 2023.

The Company believes that the Back River Gold District includes significant untapped exploration potential across the 80 km belt. To accelerate pursuing this potential, B2Gold approved a $20 million exploration budget for the balance of 2023 to complete approximately 25,000 m of drilling. The $20 million budget is significantly higher than historical annual exploration expenditures. Drilling has been and will continue to be focused in proximity to existing deposits at the Goose project, as well as following up on regional targets identified at the George, Boulder, Boot and Del projects.

Subsequent to the completion of the acquisition of Sabina, B2Gold extinguished certain of Sabina’s construction financing obligations. The original Gold Metal Offtake Agreement ("Gold Offtake") between Sabina and Orion Mine Finance (“Orion”) allowed for the repurchase of 50% of the Gold Offtake in the event of a change of control for $31 million. Under the terms of the agreement with Orion, B2Gold paid a total purchase price of $63 million to retire the entire Gold Offtake. In addition, B2Gold has paid $3 million to retire the senior secured debt facility and gold prepay facility entered into between Orion and Sabina. After completion of the repurchase transactions, Orion no longer holds any security over the Goose Project or the Back River Gold District. The original Stream Agreement between Sabina and Wheaton Precious Metals (“Wheaton”) allowed for the repurchase of 33% of the gold stream on the Goose Project. Under the terms of the agreement with Wheaton, B2Gold paid a total purchase price of $46 million to retire 33% of the existing gold stream.

Fekola Complex - Fekola Mine and Fekola Regional Development

The Fekola Complex is comprised of the Fekola Mine (Medinandi permit hosting the Fekola and Cardinal pits and Fekola underground) and Fekola Regional (Anaconda Area (Bantako, Menankoto and Bakolobi permits) and the Dandoko permit).

Based on B2Gold's preliminary planning, the Anaconda Area could provide selective higher grade saprolite material (average annual grade of up to 2.2 g/t gold) to be trucked approximately 20 km and fed into the Fekola mill at a rate of up to 1.5 million tonnes per annum. Trucking of selective higher grade saprolite material from the Anaconda Area to the Fekola mill will increase the ore processed and has the potential to generate approximately 80,000 to 100,000 ounces of initial gold production per year from Fekola Regional sources (Fekola Regional Phase I). Receipt of an exploitation license for the Bantako North permit area remains outstanding pending finalization of an implementation decree for the new 2023 Mining Code by the State of Mali. As a result, no production is forecast from Fekola Regional in 2023 (budgeted production was 18,000 ounces). The new Mining Code is not expected to impact the matters that have been stabilized for the Fekola Mine operations under the existing Fekola mining convention entered into under the 2012 Mining Code, and the impact of a new 2023 Mining Code on the Fekola Regional licences is still under review by the Company, pending issuance of a final implementation decree by the State of Mali.

In the third quarter of 2023 and the first nine months of 2023, the Company invested $17 million and $46 million, respectively, in the development of Fekola Regional (Anaconda Area) saprolite mining including road construction, mine infrastructure, and mining equipment. For 2023, the Company has budgeted a total of $63 million for Fekola Regional development. The haul road from Bantako North to Fekola is operational and construction of the haul roads and mining infrastructure (warehouse, workshop, fuel depot, and offices) is on schedule and will be completed in the fourth quarter of 2023. Mining operations will commence upon receipt of mining permits, with gold production approximately three months after commencement. For 2023, the Company expects to be below budget on the Fekola Regional development by $12 million.

Preliminary results of a Fekola Complex optimization study indicate that there is an opportunity to either (1) extend the processing life of the Fekola mill, or (2) increase gold production through the construction of a new oxide processing plant. The Company is progressing an engineering study to be released in the first quarter of 2024 that will outline the two development options to process gold from Fekola Regional. In addition, Fekola Complex optimization work continues to maximize project

value from all the various oxide and sulphide material sources including the Fekola Pit, Fekola Underground, Cardinal Pit, and the Bantako North, Menankoto, Bakolobi and Dandoko permits. Extending the oxide and sulphide processing life of the Fekola mill or construction of a new oxide processing plant is subject to delineation of additional mineral resources and development, completion of feasibility studies, and the receipt of all necessary regulatory approvals and permits.

Gramalote Project - Colombia

On September 14, 2023, the Company entered into a purchase agreement with AngloGold to acquire AngloGold’s 50% stake in the Gramalote Project. Upon completion of the Gramalote Transaction, which occurred on October 5, 2023, B2Gold now owns 100% of the Gramalote Project.

Under the terms of the Gramalote Transaction, the purchase price will be paid in cash and consist of the following payments to AngloGold based on, and contingent upon, certain milestones:

•$20 million was paid upon closing of the Gramalote Transaction;

•$10 million upon B2Gold announcing a construction decision at the Gramalote Project;

•$10 million upon commercial production at the Gramalote Project, contingent on commercial production beginning within five years of closing of the Gramalote Transaction. If commercial production does not commence within five years of closing of the Gramalote Transaction, this payment will not be made;

•$10 million on the first anniversary of commercial production at the Gramalote Project; and

•$10 million on the second anniversary of commercial production at the Gramalote Project.

The acquisition of the remaining 50% of the Gramalote Project immediately adds to B2Gold’s consolidated Mineral Resource base and significantly increases the Company’s exposure to the upside from the potential development of the Gramalote Project, while still providing ongoing exposure to AngloGold through the contingent payments, which make up the majority of the purchase price. The Gramalote Transaction is in line with B2Gold’s strategy of executing on accretive opportunities, increasing Mineral Reserves and Resources and continuing to advance development projects.

The acquisition of AngloGold's 50% share of the Gramalote Project was considered to be an impairment indicator for the Company's existing 50% of the Gramalote Project under IFRS 6, Exploration and evaluation of mineral resources, at September 30, 2023, resulting in an impairment charge of $112 million.

However, the Gramalote Transaction now consolidates the Gramalote Project under one owner, providing additional optionality to analyze lower capital intensity, higher-return development opportunities for the Gramalote Project. Historically, the Gramalote Project has been advanced under a joint venture between B2Gold and AngloGold, which has led to analyzing the project on a larger scale basis to provide meaningful production growth to both companies. Under a single owner, different development opportunities will be assessed with the goal of delineating a project that maximizes the return for B2Gold as sole owner of the Gramalote Project.

B2Gold’s in-house projects team has commenced work on various smaller scale project development plans, with the goal of identifying a higher-return project than the previously contemplated joint venture development plan. Based on the results of the 2022 Gramalote feasibility study, the contemplated larger scale project did not meet the combined investment return thresholds for development by both B2Gold and AngloGold. B2Gold plans to commence a detailed review of the Gramalote Project, including the facility size and location, power supply, mining and processing options, tailings design, resettlement, potential construction sequencing and camp design to identify potential cost savings to develop a smaller scale project. The results of the review will allow the Company to determine the optimal parameters and assumptions for a formal study, to commence in the fourth quarter of 2023, with the goal of completing an initial assessment by the end of the second quarter of 2024.

LIQUIDITY AND CAPITAL RESOURCES

B2Gold continues to maintain a strong financial position and liquidity. At September 30, 2023, the Company had cash and cash equivalents of $310 million (December 31, 2022 - $652 million) and working capital (defined as current assets less current liabilities) of $383 million (December 31, 2022 - $802 million). At September 30, 2023, the full amount of the Company's $700 million RCF was undrawn and available. Subsequent to the end of the third quarter of 2023, the Company completed a drawdown of $50 million on its $700 million RCF, leaving $650 million undrawn and available.

The Company has a RCF with a syndicate of international banks for an aggregate amount of $700 million. The RCF also allows for an accordion feature whereby upon receipt of additional binding commitments, the facility may be increased to $800 million any time prior to the maturity date of December 16, 2025. In July 2023, the RCF was increased from $600 million to $700 million under the accordion feature with the addition of the National Bank of Canada. The RCF bears interest on a sliding scale of between the Secured Overnight Financing Rate (“SOFR”) plus a term credit spread adjustment in addition to the existing sliding scale premium of between 2.00% to 2.50%. Commitment fees for the undrawn portion of the facility are also on a sliding scale basis of between 0.45% and 0.563%. As of September 30, 2023, the borrowing rate under the RCF was 7.68%. The Company has provided security on the RCF in the form of a general security interest over the Company’s assets and pledges creating a charge over the shares of certain of the Company’s direct and indirect subsidiaries. In connection with the RCF, the Company must also maintain certain ratios for leverage and interest coverage. As at September 30, 2023, the Company was in compliance with these debt covenants.

As part of the acquisition of Sabina, the Company acquired a $125 million gold stream arrangement with Wheaton. The $125 million upfront payment (the “Deposit”) was funded in 4 installments, of which all were received prior to the acquisition. In return, B2Gold was obligated to deliver 4.15% of the gold production from the Goose Project, reducing to 2.15% and 1.5% after the delivery of 130,000 and 200,000 ounces, respectively. Wheaton was obligated to pay B2Gold a purchase price for each ounce of refined gold metal equal to:

•During a deposit period, i.e. any period during which the Deposit is greater than nil, 18% of the p.m. LBMA Gold Price. The difference between the LBMA gold price and such purchase price being payable is deducted against the Deposit until it has been reduced to nil.

•During a non-deposit period, 22% of the p.m. LBMA Gold Price.

Upon the completion of a change of control event, B2Gold exercised its one-time option to buy back 33% of the gold stream (the “Buy-back Option”). On April 20 2023, the Buy-back Option was exercised at a purchase price of $46 million. As a result of the exercise of the Buy-back Option, the quantity of gold deliverable to Wheaton under the gold stream is reduced by 33%. After execution of the Buy-back Option, the Deposit amount was reduced by 33% to $84 million. Further, the delivery obligation is also reduced by the same proportion as follows:

•2.7805% of gold production up to delivery of 87,100 oz

•1.4405% of gold production up to an aggregate of 134,000 oz

•1.005% of gold production thereafter.

The Company has guaranteed the remaining portion of the gold stream obligation.

For the third quarter of 2023, capital expenditures totalled $226 million. The most significant capital expenditures were on the Fekola Mine with capital expenditures of $83 million, the Masbate Mine had capital expenditures of $6 million, the Otjikoto Mine had capital expenditures of $13 million, the Goose Project had capital expenditures of $88 million, the Gramalote Project had capital expenditures of $1 million and the Fekola Regional properties had capital expenditures of $17 million. Other exploration and development costs for the second quarter of 2023 totalled $18 million. For the first nine months of 2023, capital expenditures totalled $542 million. The most significant capital expenditures were on the Fekola Mine with capital expenditures of $211 million, the Masbate Mine had capital expenditures of $21 million, the Otjikoto Mine had capital expenditures of $46 million, the Goose Project had capital expenditures of $157 million, the Gramalote Project had capital expenditures of $3 million and the Fekola Regional properties had capital expenditures of $46 million. Other exploration and development costs for the first nine months of 2023 totalled $58 million. In addition, for the first nine months of 2023, the Company made strategic investments in Snowline totalling $33 million for 14 million shares (a 9.9% equity interest), acquired $38 million in cash as part of the acquisition of Sabina, paid $7 million in cash for transaction fees for the acquisition of Sabina, received $4 million deferred consideration in connection with the sale of the Ondundu Project in 2022 and incurred $7 million in acquisition costs for the purchase of the non-controlling interest in the Menankoto permit.

As at September 30, 2023, the Company had the following commitments (in addition to those disclosed elsewhere in the MD&A):

•For payments at the Fekola Mine of $49 million related to underground development, $12 million related to mobile purchases and rebuilds, $8 million related to the solar plant expansion, $5 million related to the expansion of the tailing storage facility and $8 million for other capital projects. Of the total commitments of $82 million, $46 million is expected to be incurred in 2023 and $36 million is expected to be incurred in 2024.

•For payments at the Goose Project of $39 million related to construction activities of which $18 million is expected to be incurred in 2023 and $21 million in 2024.

•For payments of $6 million for mobile equipment and $2 million for other costs for the Fekola Regional pre-development work, all of which is expected to be incurred in 2023.

•For payments at the Masbate Mine of $6 million related to mobile equipment purchases, all of which is expected to be incurred in 2023.

Derivative financial instruments

Forward contracts - fuel oil, gas oil, diesel

The Company uses forward contracts for fuel oil, gas oil and diesel to manage the risk of volatility in the Company's future operating costs. The Company reviews the open positions and the potential for additional forward contracts on an ongoing basis. During the nine months ended September 30, 2023, the Company entered into additional series of forward contracts for the purchase of 15,931,000 litres of fuel oil and 20,412,000 litres of gas oil with scheduled settlement between August 2023 and July 2024. These derivative instruments were not designated as hedges by the Company and are being recorded at fair value through profit and loss ("FVTPL").

The following is a summary, by maturity dates, of the Company’s fuel derivative contracts outstanding as at September 30, 2023:

	2023		2024		Total
Forward – fuel oil:
Litres (thousands)	8,016		9,187		17,203
Average strike price	$	0.41	$	0.40	$	0.40
Forward – gas oil:
Litres (thousands)	10,014		2,501		12,515
Average strike price	$	0.54	$	0.54	$	0.54

The unrealized fair value of these contracts at September 30, 2023 was $5 million.

Operating activities

Cash flow provided by operating activities was $110 million in the third quarter of 2023 compared to $93 million in the third quarter of 2022, an increase of $17 million due mainly to higher revenues of $85 million and lower production costs of $14 million and lower cash income and withholding tax payments, partially offset by higher royalty costs of $8 million, lower gains realized on fuel forward contracts and higher long-term inventory outflows ($30 million). Cash income and withholding tax payments in the third quarter of 2023 totalled $67 million (third quarter of 2022 - $79 million).

Cash flow provided by operating activities was $509 million in the first nine months of 2023 compared to $325 million in the first nine months of 2022, an increase of $184 million due mainly to higher revenues of $282 million, lower production costs of $15 million and lower cash income and withholding tax payments, partially offset by higher royalty costs of $26 million, lower gains realized on fuel forward contracts, higher long-term value-added tax outflows ($38 million) and higher long-term inventory outflows ($30 million). Cash income and withholding tax payments in the first nine months of 2023 totalled $157 million (first nine months of 2022 - $177 million), including approximately $54 million related to 2022 outstanding tax liability obligations. Based on actual results for the first nine months of 2023 and revised forecast assumptions, including an average forecast gold price of $1,800 per ounce for the balance of 2023 (previously $1,850 per ounce), the Company is now forecasting to make total cash income tax payments for current income tax, withholding and other taxes in 2023 of approximately $263 million (previous estimate was $254 million).

Financing activities

For the third quarter of 2023, the Company’s cash used by financing activities was a net outflow of $59 million. During the third quarter of 2023 the Company made dividend payments of $45 million, made equipment loan facility repayments of $3 million, distributed $14 million to non-controlling interests and received proceeds from the exercise of stock options of $6 million. For the first nine months of 2023, the Company’s cash used by financing activities was a net outflow of $275 million. During the first nine months of 2023, the Company extinguished certain construction obligations acquired as part of the Sabina acquisition in the amount of $112 million, the Company made dividend payments of $140 million, made equipment loan facility repayments of $10 million, distributed $18 million to non-controlling interests and received proceeds from the exercise of stock options of $12 million.

On February 22, 2023, June 5, 2023, and September 5, 2023 B2Gold’s Board declared a cash dividend for the first, second and third quarter of 2023, respectively, of $0.04 per common share (or an expected $0.16 per share on an annualized basis), paid on March 17, 2023, June 27, 2023 and September 29, 2023, respectively.

In the third quarter of 2023, the Company implemented a DRIP. The DRIP provides B2Gold shareholders residing in Canada and the United States with the opportunity to have the cash dividends declared on all or some of their common shares automatically reinvested into Reinvestment Shares on an ongoing basis. Participation in the DRIP is optional and will not affect shareholders’ cash dividends unless they elect to participate in the DRIP. Dividends are only payable as and when declared by the Company’s Board of Directors. The benefits of enrolling in the DRIP include the convenience of automatic reinvestment of dividends into Reinvestment Shares; flexibility to enroll some or all common shares in the DRIP; and ability to acquire Reinvestment Shares without paying any brokerage fees. Participants in the DRIP will acquire Reinvestment Shares issued from a Treasury Purchase at a price equal to the volume weighted average price of the Company’s common shares on the Toronto Stock Exchange for the five consecutive trading days immediately preceding a dividend payment date, subject to a possible discount, in the Company’s sole discretion, of up to 5%. For the dividend declared on September 5, 2023, a discount of 3% was offered.

As part of the long-term strategy to maximize shareholder value, B2Gold expects to declare future quarterly dividends at the same level of $0.04 per common share ($0.16 per share on an annualized basis). This dividend is designated as an "eligible dividend" for the purposes of the Income Tax Act (Canada). Dividends paid by B2Gold to shareholders outside Canada (non-resident investors) will be subject to Canadian non-resident withholding taxes.

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 the Company'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 intended rate or at all in the future.

Investing activities

For the third quarter of 2023, capital expenditures totalled $226 million. The most significant capital expenditures were on the Fekola Mine with capital expenditures of $83 million, the Masbate Mine had capital expenditures of $6 million, the Otjikoto Mine had capital expenditures of $13 million, the Goose Project had capital expenditures of $88 million, the Gramalote Project had capital expenditures of $1 million and the Fekola Regional properties had capital expenditures of $17 million. Other exploration and development costs for the second quarter of 2023 totalled $18 million. For the first nine months of 2023, capital expenditures totalled $542 million. The most significant capital expenditures were on the Fekola Mine with capital expenditures of $211 million, the Masbate Mine had capital expenditures of $21 million, the Otjikoto Mine had capital expenditures of $46 million, the Goose Project had capital expenditures of $157 million, the Gramalote Project had capital expenditures of $3 million and the Fekola Regional properties had capital expenditures of $46 million. Other exploration and development costs for the first nine months of 2023 totalled $58 million. In addition, for the first nine months of 2023, the Company made strategic investments in Snowline totalling $33 million for 14 million shares (a 9.9% equity interest), acquired $38 million in cash as part of the acquisition of Sabina, paid $7 million in cash for transaction fees for the acquisition of Sabina, received $4 million deferred consideration in connection with the sale of the Ondundu Project in 2022 and incurred $7 million in acquisition costs for the purchase of the non-controlling interest in the Menankoto permit.

Exploration

Resource property expenditures on exploration are disclosed in the table below:

	For the three months ended <br>September 30, 2023	For the three months ended <br>September 30, 2022	For the nine months ended <br>September 30, 2023	For the nine<br> months ended <br>September 30, 2022
	$	$	$	$
	(000’s)	(000’s)	(000’s)	(000’s)
Fekola Mine, exploration	—	3,392	1,706	13,848
Masbate Mine, exploration	774	696	2,741	3,111
Otjikoto Mine, exploration	963	896	2,453	2,275
Goose Project, exploration	2,152	—	4,200	—
George Property, exploration	3,386	—	4,663	—
Menankoto Property, exploration	771	3,222	11,400	4,729
Dandoko Property, exploration	(880)	67	5,747	67
Bantako North Property, exploration	3,468	2,378	8,691	6,734
Finland Properties, exploration	1,170	2,457	5,162	6,564
Uzbekistan Properties, exploration	—	1,120	1,077	2,693
Bakolobi Property, exploration	4,390	—	7,658	—
Other	1,576	2,041	2,815	5,484
	17,770	16,269	58,313	45,505

B2Gold is executing another year of extensive exploration in 2023 with an increased budget of approximately $84 million (original budget of $64 million). A significant focus will be in proximity to its operating mines in Mali, Namibia and the Philippines, as well as $20 million of spending on both infill and generative exploration at the recently acquired Back River Gold District. Ongoing exploration will continue to advance B2Gold's early stage projects in Finland and Cote d’Ivoire. Target generation and pursuing new opportunities in prospective gold regions in Africa, Canada, South America, the Philippines and Central Asia continue. This generative initiative could include equity placements and new joint ventures with junior companies, similar to the 2022 investment agreement with Matador Mining Ltd. on its Cape Ray Gold project in Newfoundland and the equity investments in Snowline in 2023. Snowline currently has several significant gold projects, notably the Rogue Project in the Yukon.

Goose Project Exploration

In the second quarter of 2023, a significant exploration program was approved at the Back River Gold District for 2023. B2Gold has approved a $20 million exploration budget for the balance of 2023 to complete approximately 27,000 meters of drilling. Drilling has been and will continue to be focused in proximity to existing deposits at the Goose Project, as well as following up on regional targets identified at the George, Boulder, Boot and Del projects.

Drilling at the Goose Project began in early August with two drill rigs. To September 30, 2023, 14,000 meters of drilling had been completed over 26 drill holes, with 5 drill rigs currently operating. The objectives for the drilling program at Goose include:

a.Select drill holes for a reagent optimization metallurgic sample (3 drill holes have now been completed for this);

b.Test the Umwelt and Llama deposits down-plunge for resource confirmation and resource expansion; and

c.Test regional targets at the Goose Project that were developed based on structural modeling and geophysical re-processing.

The drill program at the Goose Project is expected to last until December 2023.

19 drill holes and 4,800 meters of drilling was completed at the George Project in the first nine months of 2023. The program was designed to test several targets at George over a strike length of 10 kilometers.

Fekola Regional Exploration

On June 21, 2023, the Company announced an updated Mineral Resource estimate for the Anaconda Area, located approximately 20 kilometres from the Fekola Mine in Mali. The June 2023 Mineral Resource estimate included a significantly increased Mineral Resource estimate for the Anaconda Area, comprised of the Menankoto permit, the Bantako North permit and the Bakolobi permit. The updated Mineral Resource estimate includes a significant increase in the laterite, saprolite and saprock (collectively “oxide”) Mineral Resources, and an initial sulphide Indicated Mineral Resource estimate. The June 2023 Mineral Resource estimate includes Indicated Mineral Resource estimate of 57,000,000 tonnes at 1.11 g/t gold for 2,030,000 ounces of gold, and Inferred Mineral Resource estimate of 46,600,000 tonnes at 1.33 g/t gold for 2,000,000 ounces of gold, constrained within a conceptual pit run at US$1,800 per ounce gold.

Since the completion of a significant update to the Anaconda Area Mineral Resource estimate in June 2023, drilling in the Mamba Zone has shifted to exploration for additional shallow sulphide targets, that may be amenable to open pit development. in the first nine months of 2023, 33,388 metres have been drilled at Mamba zone.

The Cobra Zone has been a significant contributor to the total oxide Mineral Resource estimate in the Anaconda Area and continues to generate significant intervals of both oxide- and sulphide-hosted mineralization. The southernmost portion of Cobra comprises a separate geological structure, which is currently being explored as the Taipan Zone. Recent drilling on the Cobra and Taipan zones have returned encouraging intervals of oxide and sulphide mineralization, with Taipan also returning particularly strong sulphide intercepts. In the first nine months of 2023, 33,848 metres have been drilled on the Cobra and Taipan Zones.

2023 Guidance for Mali

In 2023, a total of approximately $35 million is budgeted for exploration in Mali with an ongoing focus on the Anaconda Area (Bantako, Menankoto and Bakolobi permits). In addition, the extensions of known prospective structures in the Anaconda Area and on the Fekola Mine are also being targeted in the area between them on the relatively under explored Bakolobi permit. The Dandoko permit located to the east of Fekola also provides a focus for exploration. A total of 142,000 metres of diamond, reverse circulation, aircore and auger drilling has been completed in the first nine months of 2023.

In the Anaconda Area, drilling was directed at increasing the existing saprolite Indicated Mineral Resource and expanding the Inferred Mineral Resource. An updated Mineral Resource Estimate for the Anaconda Area was released in June 2023. The success of the drilling campaigns pursuing sulphide material beneath the saprolite mineralization will continue on the Mamba, Cobra and Adder zones in the Anaconda Area.

The mineralized structures identified at the Fekola Mine track northward onto the Bakolobi permit and onward onto the Anaconda Area. Drilling undertaken in 2022 and so far in 2023 has already identified significant mineralization on the southward extensions of the Cobra and Adder zones. Drilling will continue to advance these zones of gold mineralization, which are contiguous from saprolite to fresh rock (sulphide).

Another north trending structure parallel to and approximately 25 kilometres east of the Fekola structure is being drilled on the Dandoko permit. The mineral resources are distributed across the Seko, Koko, Disse and Diabarou deposits, which all remain open and are expected to grow with ongoing exploration drilling both along strike and at depth.

In addition, $2 million is included in the Mali exploration budget to pursue multiple grassroots targets on other permits held in West Mali.

2023 Guidance for the Philippines

The total exploration budget for the Philippines in 2023 is $6 million, of which the Masbate exploration budget is $4 million, including approximately 8,000 metres of drilling. The 2023 exploration program will continue to focus on converting inferred mineral resource areas below existing design pits, to support expanding the existing open pits. Several grassroot greenfield targets will be further tested as well. A total of 6,557 metres of diamond drilling has been completed at Masbate in the first nine months of 2023.

Approximately $1 million will be applied to targeting new regional projects in highly prospective areas in the Philippines, leveraging off our presence and operational experience in the country. A wholly-owned subsidiary of B2Gold has been incorporated in the Philippines and a team marshalled to pursue these opportunities.

2023 Guidance for Namibia

The total exploration budget for Namibia in 2023 is approximately $3 million. Exploration in 2023 will include 16,320 metres of diamond and reverse circulation drilling and 3,400 metres of RAB drilling at the Otjikoto Mine. Much of the diamond drilling will target the southern extension of the Otjikoto structure, as well as several regional targets. A total of 19,155 metres of diamond drilling has been completed at Otjikoto for the first nine months of 2023.

2023 Guidance for Greenfields Exploration

B2Gold has allocated approximately a total of $24 million (including $3 million for the grassroots projects in Mali and the Philippines) in 2023 for its grassroots exploration programs, including Finland, Cote d’Ivoire, Uzbekistan and several new regions. This also includes a budget allocation for target generation and pursuing new opportunities in prospective gold regions of Africa, South America, the Philippines, Central Asia and Canada.

In Finland, the Company has allocated $6 million to fund its 70% contribution to the Central Lapland Joint Venture with Aurion Resources Ltd. Drilling will continue on the Helmi trend, which is the westward extension of Rupert Resources' Ikkari discovery. This trend coincides with B2Gold's base-of-till drilling and appears to be hosted by the same structure as Ikkari, based on the interpretation of airborne geophysical data. In addition, other regional targets already identified with base of till sampling, coincident with structures identified in airborne geophysical data, will be drill tested. A total of 11,600 metres of diamond drilling is planned for Finland. B2Gold will also fund exploration on the early stage conceptual target that is part of the Kuortis Joint

Venture, also with Aurion Resources Ltd. A total of 9,286 meters of diamond drilling has been completed in Finland for the first nine months of 2023.

A budget of $3 million has been allocated for ongoing exploration in Cote d’Ivoire. The 2023 program will include follow up work on positive soil geochemical anomalies defined in 2022 on the wholly owned Guiberoua and Soubre properties in southwest Cote d’Ivoire. A total 6,000 metres of diamond and reverse circulation drilling and 14,000 metres of aircore and auger drilling is planned.

In addition to the defined programs noted above, the Company has allocated approximately $12 million for the generation of new greenfield targets.

CRITICAL ACCOUNTING ESTIMATES

Full disclosure of the Company’s accounting policies and significant accounting judgments and estimation uncertainties in accordance with IFRS can be found in Notes 3 and 4 of its Notes to the audited consolidated financial statements for the year ended December 31, 2022. Management considers the following estimates to be the most critical in understanding the judgments involved in preparing the Company’s interim consolidated financial statements and the uncertainties that could impact its results of operations, financial condition and cash flows:

Fair value of financial instruments

The fair value of financial instruments that are not traded in an active market are determined using valuation techniques. The Company makes significant assumptions that are based on the underlying models and the market conditions existing at both initial recognition and the end of each reporting period.

Mineral reserve and resource estimates

Mineral reserves are estimates of the amount of ore that can be economically and legally extracted from the Company’s mining properties. The Company estimates its mineral reserves and mineral resources based on information compiled by appropriately qualified persons relating to the geological data on the size, depth and shape of the ore body, and requires complex geological assessments to interpret the data. The estimation of recoverable mineral reserves is based upon factors such as estimates of foreign exchange rates, commodity prices, future capital requirements, metallurgical recoveries, permitting and production costs along with geological assumptions made in estimating the size, and grade of the ore body. Changes in the mineral reserve or mineral resource estimates may impact the carrying value of mining interests, mine restoration provisions, recognition of deferred tax assets, depreciation and amortization charges and royalties receivable.

Impairment of long-lived assets

Long-lived assets are tested for impairment, or reversal of a previous impairment, if there is an indicator of impairment or a subsequent reversal. Calculating the estimated recoverable amount of cash generating units for long-lived asset requires management to make estimates and assumptions that include such factors as reserves and resources, future production levels, operating and capital costs, future metal prices and discount rates. Changes in any of these assumptions or estimates used in determining the recoverable amount could impact the analysis. Such changes could be material.

Subsequent to September 30, 2023, on October 5, 2023, the Company completed the acquisition of the remaining 50% of the net assets of the Gramalote Project from its joint venture partner AngloGold. The acquisition of AngloGold's 50% share of the Gramalote Project was considered to be an impairment indicator for the Company's existing 50% of the Gramalote Project under IFRS 6, Exploration and evaluation of mineral resources, at September 30, 2023. The recoverable value of $27 million was determined based on a preliminary discounted allocation of the purchase price to be paid for the Gramalote Project, resulting in a net impairment charge of $112 million.

The purchase price consists of the following cash payments to AngloGold contingent on certain milestones:

•$20 million paid upon closing of the Gramalote Transaction

•$10 million to be paid upon B2Gold announcing a construction decision at the Gramalote Project;

•$10 million to be paid upon commercial production at the Gramalote Project, contingent on commercial production beginning within five years of closing;

•$10 million to be paid on the first anniversary of commercial production at the Gramalote Project;

•$10 million to be paid on the second anniversary of commercial production at the Gramalote Project

The total purchase price of $34 million has been determined using IFRS 13, Fair value measurements, including an estimate for the future contingent payments using the expected value approach. Future contingent payments are recognized as a liability at amortized cost. The expected value approach develops a set of probability-based outcomes for the payment of contingent consideration discounted based on market participant assumptions to determine the fair value. The assumptions used in the valuation included the timing and probability of contingent payments and the discount rate. The fair value of the contingent consideration was estimated to be $14 million. The total purchase price was allocated to the net identifiable assets and liabilities acquired, including the mineral interests, working capital, VAT receivables and reclamation liabilities. The value of the 50% Gramalote Project mineral interests was determined to be $27 million.

Value-added tax receivables

The Company incurs indirect taxes, including value-added tax, on purchases of goods and services at its operating mines and development projects. Indirect tax balances are recorded at their estimated recoverable amounts within current or long-term assets, net of provisions, and reflect the Company’s best estimate of their recoverability under existing tax rules in the respective jurisdictions in which they arise. Management’s assessment of recoverability considers the probable outcomes of claimed deductions and/or disputes. The provisions and balance sheet classifications made to date may be subject to change and such change may be material.

Long-term value-added tax receivables includes amounts for the Fekola Mine of $102 million (December 31, 2022 - $77 million), for the Masbate Mine of $57 million (December 31, 2022 – $37 million), and for the Gramalote Project of $9 million (December 31, 2022 - $7 million).

Uncertain tax positions

The Company’s operations involve the application of complex tax regulations in multiple international jurisdictions. Determining the tax treatment of a transaction requires the Company to apply judgement in its interpretation of the applicable tax law. These positions are not final until accepted by the relevant tax authority. The tax treatment may change based on the result of assessments or audits by the tax authorities often years after the initial filing.

The Company recognizes and records potential liabilities for uncertain tax positions based on its assessment of the amount, or range of amounts, of tax that will be due. The Company adjusts these accruals as new information becomes available. Due to the complexity and uncertainty associated with certain tax treatments, the ultimate resolution could result in a payment that is materially different from the Company’s current estimate of the tax liabilities.

Fekola Tax Audits

The Company's subsidiary, Fekola SA, received a Notice for Reassessment dated September 6, 2022, from the Malian Directorate General of Taxes (“DGT”) asserting proposed adjustments and other tax liabilities amounting to $25 million excluding penalties, $44 million including penalties, (based on the September 30, 2023 exchange rate of CFA 620 to $1) arising from tax audits conducted for fiscal years 2016-2018. The Company has reviewed the reassessment and concluded that there is no merit to the tax audit adjustments. Fekola SA filed a contentious claim, dated November 3, 2022, outlining its objections to the reassessment in accordance with the Mali Income Tax Act, and remains in discussions with the DGT with respect to this matter.

Current and deferred income taxes

The Company is periodically required to estimate the tax basis of assets and liabilities. Where applicable tax laws and regulations are either unclear or subject to varying interpretations, it is possible that changes in these estimates could occur that materially affect the amounts of deferred income tax assets and liabilities recorded in the financial statements. Changes in deferred tax assets and liabilities generally have a direct impact on earnings in the period that the changes occur.

Each period, the Company evaluates the likelihood of whether some portion or all of each deferred tax asset will not be realized. This evaluation is based on historic and future expected levels of taxable income and the associated repatriation of retained earnings, the pattern and timing of reversals of taxable temporary timing differences that give rise to deferred tax liabilities, and tax planning initiatives. Levels of future taxable income are affected by, among other things, metal prices, production costs, quantities of proven and probable gold reserves, interest rates and foreign currency exchange rates. The availability of retained

earnings for distribution depends on future levels of taxable income as well as future reclamation expenditures, capital expenditures, dividends and other uses of available cash flow.

RISKS AND UNCERTAINTIES

The exploration and development of natural resources are highly speculative in nature and the Company’s business operations, investments and prospects are subject to significant risks. For details of these risks, please refer to the risk factors set forth in the Company’s current Annual Information Form, which can be found under the Company’s corporate profile on SEDAR at www.sedarplus.ca, the Company’s current Form 40-F Annual Report, which can be found on EDGAR at www.sec.gov, and the Company’s other filings and submissions with securities regulators on SEDAR and EDGAR, which could materially affect the Company’s business, operations, investments and prospects and could cause actual events to differ materially from those described in forward-looking statements relating to the Company. Additional risks and uncertainties not presently known to the Company or that the Company currently considers immaterial may also impair the business, operations, investments and prospects of the Company. If any of the risks actually occur, the business of the Company may be negatively impacted and its financial condition and results of operations may suffer significantly.

INTERNAL CONTROL OVER FINANCIAL REPORTING

The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, are responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. Any system of internal control over financial reporting, no matter how well designed, has inherent limitations. As a result, even those systems determined to be effective can only provide reasonable assurance regarding the preparation of financial statements.

The Company’s management has determined that there have been no significant changes in the Company’s internal control over financial reporting during the three months ended September 30, 2023, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

NON-IFRS MEASURES

Cash operating costs per gold ounce sold and total cash costs per gold ounce sold

‘‘Cash operating costs per gold ounce’’ and “total cash costs per gold ounce” are common financial performance measures in the gold mining industry but, as non-IFRS measures, they do not have a standardized meaning under IFRS and therefore may not be comparable to similar measures presented by other issuers. Management believes that, in addition to conventional measures prepared in accordance with IFRS, certain investors use this information to evaluate our performance and ability to generate cash flow. Accordingly, these measures are intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. The measures, along with sales, are considered to be a key indicator of the Company’s ability to generate earnings and cash flow from its mining operations.

Cash cost figures are calculated on a sales basis in accordance with a standard developed by The Gold Institute, which was a worldwide association of suppliers of gold and gold products and included leading North American gold producers. The Gold Institute ceased operations in 2002, but the standard is the accepted standard of reporting cash cost of production in North America. Adoption of the standard is voluntary and the cost measures presented may not be comparable to other similarly titled measures of other companies. Other companies may calculate these measures differently. Cash operating costs and total cash costs per gold ounce sold are derived from amounts included in the statement of operations and include mine site operating costs such as mining, processing, smelting, refining, transportation costs, royalties and production taxes, less silver by-product credits. The tables below show a reconciliation of cash operating costs per gold ounce sold and total cash costs per gold ounce sold to production costs as extracted from the unaudited condensed interim consolidated financial statements on a consolidated and a mine-by-mine basis (dollars in thousands):

	For the three months ended September 30, 2023
	Fekola<br> Mine	Masbate<br> Mine	Otjikoto<br> Mine	Total	Calibre equity investment	Grand<br> Total
	$	$	$	$	$	$
Production costs	93,388	44,056	33,981	171,425	16,791	188,216
Royalties and production taxes	24,333	6,556	3,500	34,389	1,303	35,692
Total cash costs	117,721	50,612	37,481	205,814	18,094	223,908
Gold sold (ounces)	152,239	50,950	45,700	248,889	17,727	266,616
Cash operating costs per ounce ($/ gold ounce sold)	613	865	744	689	947	706
Total cash costs per ounce ($/ gold ounce sold)	773	993	820	827	1,021	840			For the three months ended September 30, 2022
---	---	---	---	---	---	---
	Fekola<br> Mine	Masbate<br> Mine	Otjikoto<br> Mine	Total	Calibre equity investment	Grand<br> Total
	$	$	$	$	$	$
Production costs	93,808	55,023	36,873	185,704	13,443	199,147
Royalties and production taxes	18,286	6,164	2,194	26,644	929	27,573
Total cash costs	112,094	61,187	39,067	212,348	14,372	226,720
Gold sold (ounces)	135,150	62,600	31,650	229,400	12,158	241,558
Cash operating costs per ounce ($/ gold ounce sold)	694	879	1,165	810	1,106	824
Total cash costs per ounce ($/ gold ounce sold)	829	977	1,234	926	1,182	939			For the nine months ended September 30, 2023
---	---	---	---	---	---	---
	Fekola<br> Mine	Masbate<br> Mine	Otjikoto<br> Mine	Total	Calibre equity investment	Grand<br> Total
	$	$	$	$	$	$
Production costs	250,294	117,219	84,278	451,791	50,371	502,162
Royalties and production taxes	74,685	17,254	10,722	102,661	3,635	106,296
Total cash costs	324,979	134,473	95,000	554,452	54,006	608,458
Gold sold (ounces)	460,139	137,300	139,700	737,139	50,666	787,805
Cash operating costs per ounce ($/ gold ounce sold)	544	854	603	613	994	637
Total cash costs per ounce ($/ gold ounce sold)	706	979	680	752	1,066	772
	For the nine months ended September 30, 2022
---	---	---	---	---	---	---
	Fekola<br> Mine	Masbate<br> Mine	Otjikoto<br> Mine	Total	Calibre equity investment	Grand<br> Total
	$	$	$	$	$	$
Production costs	241,476	130,477	95,014	466,967	41,732	508,699
Royalties and production taxes	51,233	17,130	7,872	76,235	3,026	79,261
Total cash costs	292,709	147,607	102,886	543,202	44,758	587,960
Gold sold (ounces)	361,800	160,150	107,850	629,800	39,976	669,776
Cash operating costs per ounce ($/ gold ounce sold)	667	815	881	741	1,044	760
Total cash costs per ounce ($/ gold ounce sold)	809	922	954	862	1,120	878

Cash operating costs per gold ounce produced

In addition to cash operating costs on a per gold ounce sold basis, the Company also presents cash operating costs on a per gold ounce produced basis. Cash operating costs per gold ounce produced is derived from amounts included in the statement of operations and include mine site operating costs such as mining, processing, smelting, refining, transportation costs, less silver by-product credits. The tables below show a reconciliation of cash operating costs per gold ounce produced to production costs as extracted from the unaudited condensed interim consolidated financial statements on a consolidated and a mine-by-mine basis (dollars in thousands):

	For the three months ended September 30, 2023
	Fekola<br> Mine	Masbate<br> Mine	Otjikoto<br> Mine	Total	Calibre equity investment	Grand<br> Total
	$	$	$	$	$	$
Production costs	93,388	44,056	33,981	171,425	16,791	188,216
Inventory sales adjustment	(4,673)	(1,388)	1,294	(4,767)	—	(4,767)
Cash operating costs	88,715	42,668	35,275	166,658	16,791	183,449
Gold produced (ounces)	128,942	51,170	44,940	225,052	17,786	242,838
Cash operating costs per ounce ($/ gold ounce produced)	688	834	785	741	944	755			For the three months ended September 30, 2022
---	---	---	---	---	---	---
	Fekola<br> Mine	Masbate<br> Mine	Otjikoto<br> Mine	Total	Calibre equity investment	Grand<br> Total
	$	$	$	$	$	$
Production costs	93,808	55,023	36,873	185,704	13,443	199,147
Inventory sales adjustment	805	(11,773)	(3,267)	(14,235)	—	(14,235)
Cash operating costs	94,613	43,250	33,606	171,469	13,443	184,912
Gold produced (ounces)	129,933	49,902	35,068	214,903	12,113	227,016
Cash operating costs per ounce ($/ gold ounce produced)	728	867	958	798	1,110	815
	For the nine months ended September 30, 2023
---	---	---	---	---	---	---
	Fekola<br> Mine	Masbate<br> Mine	Otjikoto<br> Mine	Total	Calibre equity investment	Grand<br> Total
	$	$	$	$	$	$
Production costs	250,294	117,219	84,278	451,791	50,371	502,162
Inventory sales adjustment	543	6,792	1,232	8,567	—	8,567
Cash operating costs	250,837	124,011	85,510	460,358	50,371	510,729
Gold produced (ounces)	447,233	147,012	127,487	721,732	50,663	772,395
Cash operating costs per ounce ($/ gold ounce produced)	561	844	671	638	994	661			For the nine months ended September 30, 2022
---	---	---	---	---	---	---
	Fekola<br> Mine	Masbate<br> Mine	Otjikoto<br> Mine	Total	Calibre equity investment	Grand<br> Total
	$	$	$	$	$	$
Production costs	241,476	130,477	95,014	466,967	41,732	508,699
Inventory sales adjustment	(4,877)	886	1,276	(2,715)	—	(2,715)
Cash operating costs	236,599	131,363	96,290	464,252	41,732	505,984
Gold produced (ounces)	354,647	164,041	101,546	620,234	39,770	660,004
Cash operating costs per ounce ($/ gold ounce produced)	667	801	948	749	1,049	767

All-in sustaining costs per gold ounce

In June 2013, the World Gold Council, a non-regulatory association of the world’s leading gold mining companies established to promote the use of gold to industry, consumers and investors, provided guidance for the calculation of the measure “all-in sustaining costs per gold ounce”, but as a non-IFRS measure, it does not have a standardized meaning under IFRS and therefore may not be comparable to similar measures presented by other issuers. The original World Gold Council standard became effective January 1, 2014 with further updates announced on November 16, 2018 which were effective starting January 1, 2019.

Management believes that the all-in sustaining costs per gold ounce measure provides additional insight into the costs of producing gold by capturing all of the expenditures required for the discovery, development and sustaining of gold production and allows the Company to assess its ability to support capital expenditures to sustain future production from the generation of operating cash flows. Management believes that, in addition to conventional measures prepared in accordance with IFRS, certain investors use this information to evaluate the Company's performance and ability to generate cash flow. Accordingly, it is intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. Adoption of the standard is voluntary and the cost measures presented may not be comparable to other similarly titled measures of other companies. The Company has applied the principles of the World Gold Council recommendations and has reported all-in sustaining costs on a sales basis. Other companies may calculate these measures differently.

B2Gold defines all-in sustaining costs per ounce as the sum of cash operating costs, royalties and production taxes, capital expenditures and exploration costs that are sustaining in nature, sustaining lease expenditures, corporate general and administrative costs, share-based payment expenses related to restricted share units/deferred share units/performance share units/restricted phantom units ("RSUs/DSUs/PSUs/RPUs"), community relations expenditures, reclamation liability accretion and realized (gains) losses on fuel derivative contracts, all divided by the total gold ounces sold to arrive at a per ounce figure.

The tables below show a reconciliation of all-in sustaining costs per ounce to production costs as extracted from the unaudited condensed interim consolidated financial statements on a consolidated and a mine-by-mine basis for the three months ended September 30, 2023:

	For the three months ended September 30, 2023
	Fekola<br> Mine	Masbate<br> Mine	Otjikoto<br> Mine	Corporate	Total	Calibre equity investment	Grand<br> Total
	$	$	$	$	$	$	$
Production costs	93,388	44,056	33,981	—	171,425	16,791	188,216
Royalties and production taxes	24,333	6,556	3,500	—	34,389	1,303	35,692
Corporate administration	2,077	623	1,269	8,961	12,930	658	13,588
Share-based payments – RSUs/DSUs/PSUs/RPUs(1)	9	—	—	4,325	4,334	—	4,334
Community relations	642	24	492	—	1,158	—	1,158
Reclamation liability accretion	381	290	286	—	957	—	957
Realized gains on derivative contracts	(1,317)	(972)	(232)	—	(2,521)	—	(2,521)
Sustaining lease expenditures	72	302	274	487	1,135	—	1,135
Sustaining capital expenditures(2)	72,454	5,617	13,290	—	91,361	3,388	94,749
Sustaining mine exploration(2)	—	774	963	—	1,737	19	1,756
Total all-in sustaining costs	192,039	57,270	53,823	13,773	316,905	22,159	339,064
Gold sold (ounces)	152,239	50,950	45,700	—	248,889	17,727	266,616
All-in sustaining cost per ounce ($/ gold ounce sold)	1,261	1,124	1,178	—	1,273	1,250	1,272

(1) Included as a component of Share-based payments on the Statement of operations.

(2) Refer to Sustaining capital expenditures and Sustaining mine exploration reconciliations below.

The table below shows a reconciliation of sustaining capital expenditures to operating mine capital expenditures as extracted from the unaudited condensed interim consolidated financial statements for the three months ended September 30, 2023:

	For the three months ended September 30, 2023
	Fekola<br> Mine	Masbate<br> Mine	Otjikoto<br> Mine	Total	Calibre equity investment	Grand<br> Total
	$	$	$	$	$	$
Operating mine capital expenditures	83,166	5,896	13,290	102,352	3,388	105,740
Road construction	(216)	—	—	(216)	—	(216)
Fekola underground	(10,496)	—	—	(10,496)	—	(10,496)
Other	—	(279)	—	(279)	—	(279)
Sustaining capital expenditures	72,454	5,617	13,290	91,361	3,388	94,749

The table below shows a reconciliation of sustaining mine exploration to operating mine exploration as extracted from the unaudited condensed interim consolidated financial statements for the three months ended September 30, 2023:

	For the three months ended September 30, 2023
	Fekola<br> Mine	Masbate<br> Mine	Otjikoto<br> Mine	Total	Calibre equity investment	Grand<br> Total
	$	$	$	$	$	$
Operating mine exploration	—	774	963	1,737	19	1,756
Regional exploration	—	—	—	—	—	—
Sustaining mine exploration	—	774	963	1,737	19	1,756

The tables below show a reconciliation of all-in sustaining costs per ounce to production costs as extracted from the unaudited condensed interim consolidated financial statements on a consolidated and a mine-by-mine basis for the three months ended September 30, 2022:

	For the three months ended September 30, 2022
	Fekola<br> Mine	Masbate<br> Mine	Otjikoto<br> Mine	Corporate	Total	Calibre equity investment	Grand<br> Total
	$	$	$	$	$	$	$
Production costs	93,808	55,023	36,873	—	185,704	13,443	199,147
Royalties and production taxes	18,286	6,164	2,194	—	26,644	929	27,573
Corporate administration	1,851	590	1,215	6,728	10,384	787	11,171
Share-based payments – RSUs/DSUs/PSUs/RPUs(1)	—	—	—	4,278	4,278	—	4,278
Community relations	364	54	455	—	873	—	873
Reclamation liability accretion	259	244	190	—	693	—	693
Realized gains on derivative contracts	(3,021)	(3,456)	(1,506)	—	(7,983)	—	(7,983)
Sustaining lease expenditures	138	298	732	564	1,732	—	1,732
Sustaining capital expenditures(2)	18,721	9,882	10,847	—	39,450	2,399	41,849
Sustaining mine exploration(2)	1,827	696	443	—	2,966	—	2,966
Total all-in sustaining costs	132,233	69,495	51,443	11,570	264,741	17,558	282,299
Gold sold (ounces)	135,150	62,600	31,650	—	229,400	12,158	241,558
All-in sustaining cost per ounce ($/ gold ounce sold)	978	1,110	1,625	—	1,154	1,444	1,169

(1) Included as a component of Share-based payments on the Statement of operations.

(2) Refer to Sustaining capital expenditures and Sustaining mine exploration reconciliations below

The table below shows a reconciliation of sustaining capital expenditures to operating mine capital expenditures as extracted from the unaudited condensed interim consolidated financial statements for the three months ended September 30, 2022:

	For the three months ended September 30, 2022
	Fekola<br> Mine	Masbate<br> Mine	Otjikoto<br> Mine	Total	Calibre equity investment	Grand<br> Total
	$	$	$	$	$	$
Operating mine capital expenditures	20,353	10,158	20,292	50,803	2,399	53,202
Cardinal mobile equipment	(903)	—	—	(903)	—	(903)
Tailings facility life-of-mine study	(399)	—	—	(399)	—	(399)
Fekola underground study	(270)	—	—	(270)	—	(270)
Other	(60)	(34)	—	(94)	—	(94)
Land acquisitions	—	(242)	—	(242)	—	(242)
Underground development	—	—	(8,387)	(8,387)	—	(8,387)
National power grid connection	—	—	(1,058)	(1,058)	—	(1,058)
Sustaining capital expenditures	18,721	9,882	10,847	39,450	2,399	41,849

The table below shows a reconciliation of sustaining mine exploration to operating mine exploration as extracted from the unaudited condensed interim consolidated financial statements for the three months ended September 30, 2022:

	For the three months ended September 30, 2022
	Fekola<br> Mine	Masbate<br> Mine	Otjikoto<br> Mine	Total	Calibre equity investment	Grand<br> Total
	$	$	$	$	$	$
Operating mine exploration	3,392	696	896	4,984	—	4,984
Regional exploration	(1,565)	—	(453)	(2,018)	—	(2,018)
Sustaining mine exploration	1,827	696	443	2,966	—	2,966

The tables below show a reconciliation of all-in sustaining costs per ounce to production costs as extracted from the unaudited condensed interim consolidated financial statements on a consolidated and a mine-by-mine basis for the nine months ended September 30, 2023:

	For the nine months ended September 30, 2023
	Fekola<br> Mine	Masbate<br> Mine	Otjikoto<br> Mine	Corporate	Total	Calibre equity investment	Grand<br> Total
	$	$	$	$	$	$	$
Production costs	250,294	117,219	84,278	—	451,791	50,371	502,162
Royalties and production taxes	74,685	17,254	10,722	—	102,661	3,635	106,296
Corporate administration	7,441	1,762	4,149	27,818	41,170	1,981	43,151
Share-based payments – RSUs/DSUs/PSUs/RPUs(1)	9	—	—	12,482	12,491	—	12,491
Community relations	2,686	123	1,074	—	3,883	—	3,883
Reclamation liability accretion	1,119	859	857	—	2,835	—	2,835
Realized gains on derivative contracts	(2,776)	(2,786)	(929)	—	(6,491)	—	(6,491)
Sustaining lease expenditures	1,117	912	1,194	1,401	4,624	—	4,624
Sustaining capital expenditures(2)	181,262	20,145	46,266	—	247,673	7,327	255,000
Sustaining mine exploration(2)	1,706	2,741	2,453	—	6,900	19	6,919
Total all-in sustaining costs	517,543	158,229	150,064	41,701	867,537	63,333	930,870
Gold sold (ounces)	460,139	137,300	139,700	—	737,139	50,666	787,805
All-in sustaining cost per ounce ($/ gold ounce sold)	1,125	1,152	1,074	—	1,177	1,250	1,182

(1) Included as a component of Share-based payments on the Statement of operations.

(2) Refer to Sustaining capital expenditures and Sustaining mine exploration reconciliations below.

The table below shows a reconciliation of sustaining capital expenditures to operating mine capital expenditures as extracted from the unaudited condensed interim consolidated financial statements for the nine months ended September 30, 2023:

	For the nine months ended September 30, 2023
	Fekola<br> Mine	Masbate<br> Mine	Otjikoto<br> Mine	Total	Calibre equity investment	Grand<br> Total
	$	$	$	$	$	$
Operating mine capital expenditures	211,112	20,947	46,266	278,325	7,327	285,652
Road construction	(5,283)	—	—	(5,283)	—	(5,283)
Fekola underground	(24,567)	—	—	(24,567)	—	(24,567)
Other	—	(802)	—	(802)	—	(802)
Sustaining capital expenditures	181,262	20,145	46,266	247,673	7,327	255,000

The table below shows a reconciliation of sustaining mine exploration to operating mine exploration as extracted from the unaudited condensed interim consolidated financial statements for the nine months ended September 30, 2023:

	For the nine months ended September 30, 2023
	Fekola<br> Mine	Masbate<br> Mine	Otjikoto<br> Mine	Total	Calibre equity investment	Grand<br> Total
	$	$	$	$	$	$
Operating mine exploration	1,706	2,741	2,453	6,900	19	6,919
Regional exploration	—	—	—	—	—	—
Sustaining mine exploration	1,706	2,741	2,453	6,900	19	6,919

The tables below show a reconciliation of all-in sustaining costs per ounce to production costs as extracted from the unaudited condensed interim consolidated financial statements on a consolidated and a mine-by-mine basis for the nine months ended September 30, 2022:

	For the nine months ended September 30, 2022
	Fekola<br> Mine	Masbate<br> Mine	Otjikoto<br> Mine	Corporate	Total	Calibre equity investment	Grand<br> Total
	$	$	$	$	$	$	$
Production costs	241,476	130,477	95,014	—	466,967	41,732	508,699
Royalties and production taxes	51,233	17,130	7,872	—	76,235	3,026	79,261
Corporate administration	6,138	1,818	4,090	21,715	33,761	2,333	36,094
Share-based payments – RSUs/DSUs/PSUs/RPUs(1)	—	—	—	11,157	11,157	—	11,157
Community relations	747	191	1,007	—	1,945	—	1,945
Reclamation liability accretion	642	654	472	—	1,768	—	1,768
Realized gains on derivative contracts	(9,908)	(10,856)	(4,804)	—	(25,568)	—	(25,568)
Sustaining lease expenditures	523	935	2,178	1,763	5,399	—	5,399
Sustaining capital expenditures(2)	54,689	28,887	27,092	—	110,668	2,399	113,067
Sustaining mine exploration(2)	5,820	3,111	1,600	—	10,531	—	10,531
Total all-in sustaining costs	351,360	172,347	134,521	34,635	692,863	49,490	742,353
Gold sold (ounces)	361,800	160,150	107,850	—	629,800	39,976	669,776
All-in sustaining cost per ounce ($/ gold ounce sold)	971	1,076	1,247	—	1,100	1,238	1,108

(1) Included as a component of Share-based payments on the Statement of operations.

(2) Refer to Sustaining capital expenditures and Sustaining mine exploration reconciliations below

The table below shows a reconciliation of sustaining capital expenditures to operating mine capital expenditures as extracted from the unaudited condensed interim consolidated financial statements for the nine months ended September 30, 2022:

	For the nine months ended September 30, 2022
	Fekola<br> Mine	Masbate<br> Mine	Otjikoto<br> Mine	Total	Calibre equity investment	Grand<br> Total
	$	$	$	$	$	$
Operating mine capital expenditures	68,779	29,908	59,575	158,262	2,399	160,661
Cardinal mobile equipment	(8,902)	—	—	(8,902)	—	(8,902)
Tailings facility life-of-mine study	(4,329)	—	—	(4,329)	—	(4,329)
Fekola underground study	(638)	—	—	(638)	—	(638)
Other	(221)	(34)	(362)	(617)	—	(617)
Land acquisitions	—	(987)	—	(987)	—	(987)
Underground development	—	—	(27,317)	(27,317)	—	(27,317)
National power grid connection	—	—	(4,804)	(4,804)	—	(4,804)
Sustaining capital expenditures	54,689	28,887	27,092	110,668	2,399	113,067

The table below shows a reconciliation of sustaining mine exploration to operating mine exploration as extracted from the unaudited condensed interim consolidated financial statements for the nine months ended September 30, 2022:

	For the nine months ended September 30, 2022
	Fekola<br> Mine	Masbate<br> Mine	Otjikoto<br> Mine	Total	Calibre equity investment	Grand<br> Total
	$	$	$	$	$	$
Operating mine exploration	13,848	3,111	2,275	19,234	—	19,234
Regional exploration	(8,028)	—	(675)	(8,703)	—	(8,703)
Sustaining mine exploration	5,820	3,111	1,600	10,531	—	10,531

Adjusted net income and adjusted earnings per share - basic

Adjusted net income and adjusted earnings per share – basic are non-IFRS measures that do not have a standardized meaning prescribed by IFRS and therefore may not be comparable to similar measures presented by other issuers. The Company defines adjusted net income as net income attributable to shareholders of the Company adjusted for non-recurring items and also significant recurring non-cash items. The Company defines adjusted earnings per share – basic as adjusted net income divided by the basic weighted number of common shares outstanding.

Management believes that the presentation of adjusted net income and adjusted earnings per share - basic is appropriate to provide additional information to investors regarding items that we do not expect to continue at the same level in the future or that management does not believe to be a reflection of the Company's ongoing operating performance. Management further believes that its presentation of these non-IFRS financial measures provide information that is useful to investors because they are important indicators of the strength of our operations and the performance of our core business. Accordingly, it is intended to provide additional information and should not be considered in isolation as a substitute for measures of performance prepared in accordance with IFRS. Other companies may calculate this measure differently.

A reconciliation of net income to adjusted net income as extracted from the unaudited condensed interim consolidated financial statements is set out in the table below:

	Three months ended		Nine months ended
	September 30,		September 30,
	2023	2022	2023	2022
	$	$	$	$
	(000’s)	(000’s)	(000’s)	(000’s)
Net (loss) income attributable to shareholders of the Company for the period:	(43,070)	(23,410)	123,321	95,117
Adjustments for non-recurring and significant recurring non-cash items:
Impairment (reversal) of impairment of long-lived assets	111,597	—	116,482	(909)
Write-down of mineral property interests	565	3,846	16,984	6,873
Loss on sale of mineral property	—	2,804	—	2,804
Unrealized (gains) losses on derivative instruments	(3,146)	16,734	399	7,271
Office lease termination costs	—	—	1,946	—
Loan receivable provision	—	—	2,085	—
Change in fair value of gold stream	(7,600)	—	(6,500)	—
Dilution gain on investment in Calibre	—	—	—	(5,458)
Non-cash interest income on deferred consideration receivable	—	(716)	—	(2,806)
Deferred income tax expense	6,494	32,738	1,789	39,448
Adjusted net income attributable to shareholders of the Company for the period	64,840	31,996	256,506	142,340
Basic weighted average number of common shares outstanding (in thousands)	1,297,175	1,064,301	1,208,942	1,060,826
Adjusted net earnings attributable to shareholders of the Company per share–basic ($/share)	0.05	0.03	0.21	0.13

SUMMARY OF QUARTERLY RESULTS

	Q3	Q2	Q1	Q4	Q3	Q2	Q1	Q4
	2023	2023	2023	2022	2022	2022	2022	2021
Gold revenue ($ in thousands)	477,888	470,854	473,556	592,468	392,554	381,985	365,583	526,113
Net (loss) income for the period ($ in thousands)	(34,770)	91,850	101,904	176,468	(21,234)	40,686	90,803	153,140
(Loss) earnings per share (1) – basic ($)	(0.03)	0.06	0.08	0.15	(0.02)	0.04	0.08	0.13
(Loss) earnings per share (1) – diluted ($)	(0.03)	0.06	0.08	0.15	(0.02)	0.04	0.08	0.13
Cash flows provided by operating activities ($ in thousands)	110,204	194,983	203,823	270,491	93,118	124,879	107,310	266,292
Gold sold (ounces)	248,889	239,100	249,150	339,355	229,400	205,300	195,100	292,350
Average realized gold price ($/ ounce)	1,920	1,969	1,901	1,746	1,711	1,861	1,874	1,800
Gold produced (ounces)	225,052	245,961	250,719	352,769	214,903	208,858	196,473	288,849
Gold produced, total including Calibre equity investment (ounces)	242,838	262,701	266,856	367,870	227,016	223,623	209,365	304,897
Cash operating costs (2) ($/ gold ounce sold)	706	667	540	497	824	786	656	433
Total cash costs (2) ($/ gold ounce sold)	840	800	678	618	939	900	784	556
All-in sustaining costs (2) ($/ gold ounce sold)	1,272	1,214	1,060	892	1,169	1,111	1,036	860
Adjusted net income (1)(2) ($ in thousands)	64,840	85,804	105,862	121,442	31,996	45,248	65,096	112,724
Adjusted earnings per share (1)(2) – basic ($)	0.05	0.07	0.10	0.11	0.03	0.04	0.06	0.11

(1) Attributable to the shareholders of the Company.

(2) Non-IFRS Measure. For a description of how these measures are calculated and a reconciliation of these measures to the most directly comparable measures specified, defined or determined under IFRS and presented in the Company’s financial statements, refer to “Non-IFRS Measures”.

Quarterly gold revenue throughout the eight quarters is a function of quarterly production levels, the timing of bullion shipments and changes in average realized gold price while cash flows from operating activities are also impacted by cash operating costs of each quarter and changes in working capital, in addition to the factors noted for gold revenue.

SUMMARY AND OUTLOOK

The Company is pleased with the positive results from the first nine months of 2023. Based on a strong operational and financial first nine months of 2023, the Company is on track to meets its annual total gold production forecast of between 1,000,000 and 1,080,000 ounces (including 60,000 to 70,000 attributable ounces from Calibre) with total consolidated cash operating costs for the year (including estimated attributable results for Calibre) now forecast to be slightly below the original guidance range of $670 and $730 per ounce and total consolidated all-in sustaining costs (including estimated attributable results for Calibre) are forecast to be at the low end of the original guidance range of between $1,195 and $1,255 per ounce.

On April 19, 2023, the Company completed of the acquisition of Sabina resulting in B2Gold acquiring Sabina’s 100% owned Back River Gold District located in Nunavut, Canada. The Back River Gold District consists of five mineral claims blocks along an 80 km belt. The most advanced project in the district, Goose, is fully permitted, under construction, and has been de-risked with significant infrastructure currently in place. The Goose Project has an estimated two year construction period, which is expected to be completed in the first quarter of 2025. In addition, B2Gold believes there is significant untapped exploration potential across an 80 km belt. B2Gold’s management team has strong northern construction expertise and experience to deliver the fully permitted Goose Project and the financial resources to develop the significant gold resource endowment at the Back River Gold District into a large, long life mining complex.

On June 23, 2023, the Company announced an initial capital expenditure estimate of C$800 million (excluding working capital), which was in line with B2Gold expectations since the Sabina acquisition announcement and reflects scope changes to further optimize the Goose Project. B2Gold has updated the construction budget to de-risk the project and construct a reliable and low operating cost mine. In addition, the Company has made the decision to accelerate underground mining development to increase annual gold production over the first five years of the mine plan, including the mining of the Umwelt crown pillar. The cost to accelerate underground mining is estimated at an additional C$90 million for a total project capital expenditure of C$890 million of which Sabina had incurred approximately C$340 million up to April 2023, leaving approximately C$550 million (approximately $418 million) expected to be spent by B2Gold from the date of acquisition and up to completion of construction in the first quarter of 2025. In the third quarter of 2023 and post-acquisition to September 30, 2023, the Company incurred $88 million and $157 million, respectively for construction activities at the Goose Project.

In Mali, preliminary results of a Fekola Complex optimization study indicate that there is an opportunity to either (1) extend the processing life of the Fekola mill, or (2) increase gold production through the construction of a new oxide processing plant. The Company is progressing an engineering study to be released in the first quarter of 2024 that will outline the two development options to process gold from Fekola Regional. In addition, Fekola Complex optimization work continues to maximize project

value from all the various oxide and sulphide material sources including the Fekola Pit, Fekola Underground, Cardinal Pit, and the Bantako North, Menankoto, Bakolobi and Dandoko permits. Extending the oxide and sulphide processing life of the Fekola mill or construction of a new oxide processing plant is subject to delineation of additional mineral resources and development, completion of feasibility studies, and the receipt of all necessary regulatory approvals and permits.

B2Gold is conducting another aggressive exploration campaign in 2023 with a budget of approximately $84 million (including $20 million at the recently acquired Back River Gold District) with the vast majority allocated to growth exploration expenditures to support the next phase of organic growth across the portfolio.

Due to the Company's strong net positive cash position and available liquidity, strong operating results and cash flows and the current higher gold price environment, B2Gold’s quarterly dividend rate is expected to be maintained at $0.04 per common share (or an annualized rate of $0.16 per common share), which represents one of the highest dividend yields in the gold sector.

The Company's ongoing strategy is to continue to maximize profitable production from its mines, further advance its pipeline of remaining development and exploration projects, evaluate new exploration, development and production opportunities and continue to pay an industry leading dividend yield.

OUTSTANDING SHARE DATA

At November 8, 2023, 1,300,523,850 common shares were outstanding. In addition, there were approximately 28 million stock options outstanding with exercise prices ranging between Cdn.$3.24 to Cdn.$8.53 per share, approximately 3.3 million RSUs outstanding and approximately 4.6 million PSUs outstanding.

CAUTIONARY STATEMENT ON FORWARD-LOOKING INFORMATION

Production results and production guidance presented in this MD&A reflect the total production at the mines B2Gold operates on a 100% basis. Please see our most recent Annual Information Form for a discussion of our ownership interest in the mines B2Gold operates. In respect of Calibre’s operations, production is presented on an approximate 24% basis to September 30, 2023 (to reflect B2Gold's approximate interest in Calibre during the period).

This MD&A includes certain “forward-looking information” and “forward-looking statements” (collectively “forward-looking statements”) within the meaning of applicable Canadian and United States securities legislation, including: projections; outlook; guidance; forecasts; estimates; and other statements regarding future or estimated financial and operational performance, gold production and sales, revenues and cash flows, and capital costs (sustaining and non-sustaining) and operating costs, including projected cash operating costs and all-in sustaining costs, and budgets on a consolidated and mine by mine basis, which if they occur, would have on our business, our planned capital and exploration expenditures; future or estimated mine life, metal price assumptions, ore grades or sources, gold recovery rates, stripping ratios, throughput, ore processing; statements regarding anticipated exploration, drilling, development, construction, permitting and other activities or achievements of B2Gold; and including, without limitation: remaining well positioned for continued strong operational and financial performance for 2023; projected gold production, cash operating costs and all-in sustaining costs on a consolidated and mine by mine basis in 2023; total consolidated gold production of between 1,000,000 and 1,080,000 ounces (including 60,000 to 70,000 attributable ounces from Calibre) in 2023, with cash operating costs of between $670 and $730 per ounce and all-in sustaining costs of between $1,195 and $1,255 per ounce; B2Gold’s continued prioritization of developing the Goose project in a manner that recognizes Indigenous input and concerns and brings long-term socio-economic benefits to the area; the Goose Project capital cost being approximately C$800 million, and total capital expenditures including the accelerated underground development costs being C$890 million; the capital cost to complete the construction of the Goose Project being approximately C$550 million; the Goose Project producing more than 300,000 ounces of gold per year for the first five years and the Umwelt crown pillar containing over 150,000 ounces of gold; the Company's consolidated gold production to be relatively consistent throughout 2023 with the exception of the Otjikoto mine, where it will be weighted 60% to the second half of the year; the Company’s total capitalized stripping expenditures moderating in 2024; the potential for Fekola Regional (Anaconda area) to provide saprolite material to feed the Fekola mill; the timing and results of a study for the Fekola Regional (Anaconda area) to review the project economics of a stand-alone oxide mill; the impact of any new mining code in Mali; the potential for first gold production in the first quarter of 2025 from the Goose Project; the potential payment of future dividends, including the timing and amount of any such dividends, and the expectation that quarterly dividends will be maintained at the same level; and B2Gold's attributable share of Calibre’s operations. All statements in this MD&A that address events or developments that we expect to occur in the future are forward-looking statements. Forward-looking statements are statements that are not historical facts and are generally, although not always, identified by words such as "expect", "plan", "anticipate", "project", "target", "potential", "schedule", "forecast", "budget", "estimate", "intend" or "believe" and similar expressions or their negative connotations, or that events or conditions "will", "would", "may", "could", "should" or "might" occur. All such forward-looking statements are based on the opinions and estimates of management as of the date such statements are made.

Forward-looking statements necessarily involve assumptions, risks and uncertainties, certain of which are beyond B2Gold's control, including risks associated with or related to: the volatility of metal prices and B2Gold's common shares; changes in tax laws; the dangers inherent in exploration, development and mining activities; the uncertainty of reserve and resource estimates; not achieving production, cost or other estimates; actual production, development plans and costs differing materially from the estimates in B2Gold's feasibility and other studies; the ability to obtain and maintain any necessary permits, consents or authorizations required for mining activities; environmental regulations or hazards and compliance with complex regulations associated with mining activities; climate change and climate change regulations; the ability to replace mineral reserves and

identify acquisition opportunities; the unknown liabilities of companies acquired by B2Gold; the ability to successfully integrate new acquisitions; fluctuations in exchange rates; the availability of financing; financing and debt activities, including potential restrictions imposed on B2Gold's operations as a result thereof and the ability to generate sufficient cash flows; operations in foreign and developing countries and the compliance with foreign laws, including those associated with operations in Mali, Namibia, the Philippines and Colombia and including risks related to changes in foreign laws and changing policies related to mining and local ownership requirements or resource nationalization generally; remote operations and the availability of adequate infrastructure; fluctuations in price and availability of energy and other inputs necessary for mining operations; shortages or cost increases in necessary equipment, supplies and labour; regulatory, political and country risks, including local instability or acts of terrorism and the effects thereof; the reliance upon contractors, third parties and joint venture partners; the lack of sole decision-making authority related to Filminera Resources Corporation, which owns the Masbate Gold Project; challenges to title or surface rights; the dependence on key personnel and the ability to attract and retain skilled personnel; the risk of an uninsurable or uninsured loss; adverse climate and weather conditions; litigation risk; competition with other mining companies; community support for B2Gold's operations, including risks related to strikes and the halting of such operations from time to time; conflicts with small scale miners; failures of information systems or information security threats; the ability to maintain adequate internal controls over financial reporting as required by law, including Section 404 of the Sarbanes-Oxley Act; compliance with anti-corruption laws, and sanctions or other similar measures; social media and B2Gold's reputation; risks affecting Calibre having an impact on the value of the Company's investment in Calibre, and potential dilution of B2Gold's equity interest in Calibre; as well as other factors identified and as described in more detail under the heading "Risk Factors" in B2Gold's most recent Annual Information Form, B2Gold's current Form 40-F Annual Report and B2Gold's other filings with Canadian securities regulators and the U.S. Securities and Exchange Commission (the "SEC"), which may be viewed at www.sedar.com and www.sec.gov, respectively (the "Websites"). The list is not exhaustive of the factors that may affect B2Gold's forward-looking statements.

B2Gold's forward-looking statements are based on the applicable assumptions and factors management considers reasonable as of the date hereof, based on the information available to management at such time. These assumptions and factors include, but are not limited to, assumptions and factors related to B2Gold's ability to carry on current and future operations, including: development and exploration activities; the timing, extent, duration and economic viability of such operations, including any mineral resources or reserves identified thereby; the accuracy and reliability of estimates, projections, forecasts, studies and assessments; B2Gold's ability to meet or achieve estimates, projections and forecasts; the availability and cost of inputs; the price and market for outputs, including gold; foreign exchange rates; taxation levels; the timely receipt of necessary approvals or permits; the ability to meet current and future obligations; the ability to obtain timely financing on reasonable terms when required; the current and future social, economic and political conditions; and other assumptions and factors generally associated with the mining industry.

B2Gold's forward-looking statements are based on the opinions and estimates of management and reflect their current expectations regarding future events and operating performance and speak only as of the date hereof. B2Gold does not assume any obligation to update forward-looking statements if circumstances or management's beliefs, expectations or opinions should change other than as required by applicable law. There can be no assurance that forward-looking statements will prove to be accurate, and actual results, performance or achievements could differ materially from those expressed in, or implied by, these forward-looking statements. Accordingly, no assurance can be given that any events anticipated by the forward-looking statements will transpire or occur, or if any of them do, what benefits or liabilities B2Gold will derive therefrom. For the reasons set forth above, undue reliance should not be placed on forward-looking statements.

CAUTIONARY STATEMENT REGARDING MINERAL RESERVE AND RESOURCE ESTIMATES

The disclosure in this MD&A was prepared in accordance with Canadian National Instrument 43-101 (“NI 43-101”), which differs significantly from the requirements of the SEC, and resource and reserve information contained or referenced in this MD&A may not be comparable to similar information disclosed by public companies subject to the technical disclosure requirements of the SEC. Historical results or feasibility models presented herein are not guarantees or expectations of future performance.

QUALIFIED PERSONS

Bill Lytle, Senior Vice President and Chief Operating Officer, a qualified person under National Instrument 43-101, has reviewed and approved the disclosure of all scientific and technical information related to operational matters contained in this MD&A. Brian Scott, P. Geo., Vice President, Geology & Technical Services, a qualified person under NI 43-101, has approved the scientific and technical information regarding exploration matters contained in this MD&A.

38

Document

Form 52-109F2

Certification of Interim Filings

Full Certificate

I, Clive Johnson, President and Chief Executive Officer of B2Gold Corp., certify the following:

1.    Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of B2Gold Corp. (the “issuer”) for the interim period ended September 30, 2023.

2.    No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

3.    Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

4.    Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

5.    Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings

(a)    designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

(i)material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

(i)information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

(b)    designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

5.1    Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is the Internal Control-Integrated Framework published by The Committee of Sponsoring Organizations of the Treadway Commission.

5.2    ICFR – material weakness relating to design: N/A

5.3    Limitation on scope of design: N/A.

6.    Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on January 1, 2023 and ended on September 30, 2023 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date: November 8, 2023

/s/ Clive Johnson
Clive Johnson
President and CEO

Document

Form 52-109F2

Certification of Interim Filings

Full Certificate

I, Michael Cinnamond, Chief Financial Officer of B2Gold Corp., certify the following:

1.    Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of B2Gold Corp. (the “issuer”) for the interim period ended September 30, 2023.

2.    No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

3.    Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

4.    Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

5.    Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings

(a)    designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

(i)material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

(i)information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

(b)    designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

5.1    Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is the Internal Control-Integrated Framework published by The Committee of Sponsoring Organizations of the Treadway Commission.

5.2    ICFR – material weakness relating to design: N/A

5.3    Limitation on scope of design: N/A.

6.    Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on January 1, 2023 and ended on September 30, 2023 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date: November 8, 2023

/s/ Michael Cinnamond
Michael Cinnamond
Chief Financial Officer

Document

B2GOLD CORP.

PERFORMANCE SHARE UNIT PLAN

AMENDED NOVEMBER 8, 2023

1.GENERAL

1.1.Purpose

The B2Gold Corp. Performance Share Unit Plan has been established to provide a greater alignment of interests between Designated Participants and shareholders of the Company, and to provide a compensation mechanism for Designated Participants that appropriately reflects the responsibility, commitment and risk accompanying their management roles. The Plan is also intended to assist the Company to attract and retain Designated Participants with experience and ability, and to allow Designated Participants to participate in the success of the Company. This Plan is effective as of May 8, 2019 (the “Effective Date”), as amended on May 5, 2020 and November 8, 2023.

2.INTERPRETATION

2.1.Definitions

In this Plan, the following terms shall have the following meanings:

“Additional Period” has the meaning ascribed thereto in Section 5.2.

“Affiliate” has the meaning ascribed thereto in the TSX Rules;

“Applicable Law” means any applicable provision of law, domestic or foreign, including, without limitation, applicable securities legislation, together with all regulations, rules, policy statements, rulings, notices, orders or other instruments promulgated thereunder, and the TSX Rules;

“Associate” has the meaning ascribed thereto in the TSX Rules;

“Acquirer” has the meaning ascribed thereto in Section 6.3(a);

“Beneficiary” means any person designated by a Designated Participant by written instrument filed with the Committee to receive any amount payable in respect of Performance Share Units in the event of the Designated Participant’s death or, failing any such effective designation, the Designated Participant’s estate;

“Blackout Period” means, in respect of a Designated Participant, an interval of time during which the Company has determined pursuant to applicable securities laws or any policy of the Company that no Designated Participant may trade any securities of the Company;

“Board” means the Board of Directors of the Company;

“Cause” means any act, omission or course of conduct recognized as cause for dismissal under Applicable Law, including, without limitation, embezzlement, theft, fraud, wilful failure to follow any lawful directive of the Company and wilful misconduct detrimental to the interests of the Company;

“Change of Control” means:

(a)the acquisition, directly or indirectly, by any person or group of persons acting jointly or in concert, as such terms are defined in the Securities Act (British Columbia), of common shares of the Company which, when added to all other common shares of the Company at the time held directly or indirectly by such person or persons acting jointly or in concert, constitutes for the first time in the aggregate 20% or more of the outstanding common shares of the Company; or

(b)the removal, by extraordinary resolution of the shareholders of the Company, of more than 50% of the then incumbent members of the Board, or the election of a majority of the directors comprising the Board who were not nominated by the Company’s incumbent Board at the time immediately preceding such election; or

(c)consummation of a sale of all or substantially all of the assets of the Company; or

(d)the consummation of a reorganization, plan of arrangement, merger or other transaction which has substantially the same effect as (a) to (c) above;

“Change of Control Date” means the date on which any Change of Control becomes effective;

“Clawback Rules” has the meaning ascribed thereto in Section 8.3(a);

“Committee” means Compensation Committee of the Board, or such other committee or persons (including the Board) as may be designated from time to time to administer the Plan;

“Common Share” means a common share of the Company eligible to be voted at a meeting of shareholders of the Company;

“Company” means B2Gold Corp. and its successors;

“Company Clawback Policies” has the meaning ascribed thereto in Section 8.3(a);

“Control”, when applied to the relationship between a Person and a company, means:

(a)the beneficial ownership by that Person and its Related Entities at the relevant time of securities of that company to which are attached more than 50 per cent of the votes that may be cast to elect directors, otherwise than by way of security only; and

(b)the votes carried by such securities being entitled, if exercised, to elect a majority of the board of directors of the company;

“Designated Participant” means an executive officer or employee of the Company or of a Related Entity of the Company or a person designated by the Company who provides services to the Company or a Related Entity of the Company, that is eligible to receive Performance Share Units pursuant to Form S-8 (or any successor form) under the U.S. Securities Act of 1933, as amended, to whom Performance Share Units are granted pursuant to Section 4.1 and the Permitted Assigns of each such executive officer, employee or person designated by the Company;

“Disability” means any disability with respect to a Designated Participant, which the Board, in its sole and unfettered discretion, considers likely to prevent permanently the Designated Participant from:

(a)being employed or engaged by the Company, its Subsidiaries or another employer, in a position the same as or similar to that in which he was last employed or engaged by the Company or its Subsidiaries;

(b)acting as a director or officer of the Company or its Subsidiaries; or

(c)engaging in any substantial gainful activity by reason of any medically determinable mental or physical impairment;

“Financial Reporting Measure” has the meaning ascribed thereto in Section 8.3(b);

“GAAP” has the meaning ascribed thereto in Section 8.3(b);

“Good Reason” means “Good Reason” or “Good Cause” as defined in the employment agreement, if any, between the relevant Designated Participant and the Company or a Subsidiary of the Company and, if there is no such definition or agreement, “Good Reason” will arise within 12 months following a Change of Control where the Designated Participant was induced by the actions of the employer to resign or terminate his employment, other than on a purely voluntary basis, as a result of the occurrence of one or more of the following events without the Designated Participant’s written consent, provided that such resignation shall only be designated as for “Good Reason” if the Designated Participant has provided 10 days’ written notice of such occurrence to the employer immediately upon occurrence of such an event and the employer has not corrected such occurrence within such 10-day period:

(a)a materially adverse change in the Designated Participant’s position, duties, or responsibilities other than as a result of the Designated Participant’s physical or mental incapacity which impairs the Designated Participant’s ability to materially perform the Designated Participant’s duties or responsibilities as confirmed by a physician;

(b)a materially adverse change in the Designated Participant’s reporting relationship that is inconsistent with the Designated Participant’s title or position;

(c)a reduction by the employer of the base salary of the Designated Participant;

(d)a reduction by the employer in the aggregate level of benefits made available to the Designated Participant; or

(e)the relocation by the employer of the Designated Participant’s principal office to a location that is more than 50 kilometres from the Designated Participant’s existing principal office;

“Grant Notice” means with respect to particular Performance Share Units, a notice substantially in the form of Schedule A and containing such other terms and conditions relating to the grant of such Performance Share Units as the Committee may prescribe;

“Insider” means:

(a)an “insider” as defined in the TSX Rules; and

(b)an Associate of any person who is an insider under subsection (a);

“Market Value” of a Common Share on any date means, subject to Section 6.1(b), the volume weighted average trading price of the Common Shares on the TSX (or any other stock exchange on which the majority of the volume of trading of the Common Shares has occurred over the relevant period) over the five Trading Days immediately preceding such date; provided, however, if the Common Shares are not listed and posted for trading on any stock exchange at the time such calculation is to be made, the Market Value per Common Share shall be the market value of a Common Share as determined by the Committee acting in good faith, or in the absence of the Committee, by the Board acting in good faith;

“NI 45-106” means National Instrument 45-106 Prospectus and Registration Exemptions of the Canadian Securities Administrators;

“Non-Employee Director” means any director of the Company or any of its associated, affiliated, controlled or subsidiary companies who does not have an employment or consulting agreement with the Company or one of its associated, affiliated, controlled or subsidiary companies;

“Performance Measures” means, for a Performance Period, the performance measures that may, without restriction, be taken into consideration in granting Performance Share Units under this Plan and determining the Performance Percentage in respect of Performance Share Units, which measures may include, without limitation, any one or more of the following: (i) total shareholder return, absolute or relative; (ii) the market price of the Common Shares from time to time; (iii) the financial performance or results of the Company or any Related Entity, or a business unit or division therefor; (iv) other operational or performance criteria relating to the Company or any Related Entity or a business unit or division thereof, including the achievement of corporate or personal objectives, and/or the attainment of milestones relating to financial, operational, strategic or other objectives of the Company; (v) activities related to growth of the Company, any Related Entity or a business unit or division thereof; (vi) health and safety performance of the Company, a Related Entity or a business unit or division thereof; (vii) the execution of the Company’s strategic plan as determined by the Board; (viii) other performance criteria and results relating to the Designated Participants, the Company, a Related Entity or a business unit or division thereof; and (ix) such additional or other measures as the Committee or the Board, in their sole discretion, shall consider appropriate in the circumstances;

“Performance Percentage” means the percentage determined by the Committee in accordance with Section 4.4;

“Performance Period” has the meaning ascribed thereto in Section 4.2;

“Performance Share Unit” means a unit credited by means of an entry on the books of the Company to a Designated Participant pursuant to this Plan, representing the right to receive, subject to and in accordance with the provisions of this Plan and the applicable Grant Notice, such number of Common Shares determined in accordance with the provisions of this Plan and the applicable Grant Notice;

“Performance Share Unit Account” has the meaning ascribed thereto in Section 4.9;

“Permitted Assign” means permitted assigns within the meaning ascribed thereto in Section 2.22 of NI 45-106, that are permitted under Form S-8 (or any successor form) under the U.S. Securities Act of 1933, as amended;

“Person” includes an individual, a corporation, a partnership, a trust, an unincorporated organization, the government of a country or any political subdivision thereof, or any agency or department of any such government;

“Plan” means this Performance Share Unit Plan, including any schedules or appendices hereto, all as amended, restated, supplemented or otherwise modified from time to time;

“Redemption Date” for a Vested Performance Share Unit means, subject to Section 8.6, the date the Vested Performance Share Unit is redeemed, which date shall be as soon as practical following the Vesting Date and in no event shall it be later than 60 days following the Vesting Date;

“Related Entity” means, for the Company, a Person that controls or is controlled by the Company including, for greater certainty, its Subsidiaries, or that is controlled by the same Person that controls the Company;

“Retirement” means the retirement of the Designated Participant from employment with the Company or a Related Entity of the Company, and “retires” shall have a corresponding meaning. The determination of whether a Designated Participant has retired shall be at the sole discretion of the Committee;

“security based compensation arrangement” shall have the meaning ascribed to that term in the TSX Rules;

“Subsidiary” means any corporation or company of which outstanding securities to which are attached more than 50 per cent of the votes that may be cast to elect directors thereof are held (provided that such votes are sufficient to elect a majority of such directors), other than by way of security only, by or for the benefit of the Company and/or by or for the benefit of any other corporation or company in like relation to the Company, and includes any corporation or company in like relation to a Subsidiary;

“Trading Day” means any day on which the TSX (or any other stock exchange on which the majority of the volume of trading of Common Shares occurs on the relevant day) is open for the trading of the Common Shares;

“TSX” means the Toronto Stock Exchange;

“TSX Rules” means the applicable rules and regulations of the TSX;

“U.S. Exchange Act” has the meaning ascribed thereto in Section 8.3(a);

“Vested Performance Share Units” has the meaning ascribed thereto in Section 5.1; and

“Vesting Date” has the meaning ascribed thereto in Section 5.1.

2.2.Number and Gender

This Plan shall be read with all changes in number and gender required by the context.

2.3.Severability

If any provision of the Plan is determined to be void or unenforceable in whole or in part, such determination shall not affect the validity or enforcement of any other provision or part of any provision thereof.

2.4.Headings, Sections, Schedules

Headings used in the Plan are for reference purposes only and do not limit or extend the meaning of the provisions of the Plan. A reference to a Section or Schedule shall, except where expressly stated otherwise, mean a Section or Schedule of the Plan, as applicable.

2.5.References to Statutes, etc.

Any reference to a statute, regulation, rule, instrument or policy statement shall refer to such statute, regulation, rule, instrument or policy statement as it may be amended, replaced or re-enacted from time to time.

2.6.Currency

Unless the context otherwise requires or the Committee determines otherwise, all references in the Plan to currency shall be to lawful money of Canada.

3.ADMINISTRATION

3.1.Administration of the Plan

Except for matters that are under the jurisdiction of the Board as specified under the Plan, and subject to Applicable Law, this Plan will be administered by the Committee and the Committee has sole and complete authority, in its discretion, to:

(a)establish, amend and rescind such rules and regulations, and make such interpretations and determinations and take such other actions, as it deems necessary or desirable for the administration of the Plan;

(b)exercise rights reserved to the Company under the Plan;

(c)determine the Performance Period;

(d)determine the individual measures comprising the Performance Measures and the weighting of each such measure;

(e)determine the Performance Percentage to be applied at the time of vesting of a Performance Share Unit; and

(f)make all other determinations and take all other actions as it considers necessary or advisable for the implementation and administration of the Plan.

Any interpretation and determination made, and other action taken, by the Committee shall be conclusive and binding on all parties concerned, including, without limitation, the Company and Designated Participants and, if applicable, their Beneficiaries and legal representatives.

3.2.Eligibility

Any individual who at the relevant time is a Designated Participant is eligible to participate in the Plan. The Company reserves the right to restrict the eligibility or otherwise limit the number of persons eligible for participation in the Plan at any time. Eligibility to participate does not confer upon any individual a right to receive an award of Performance Share Units pursuant to the Plan.

3.3.Taxes and Other Source Deductions

As a condition of and prior to participation in the Plan, each Designated Participant authorizes the Company to withhold from any amount otherwise payable to him or her any amounts required by any taxing authority to be withheld for taxes of any kind as a consequence of his or her participation in the Plan. The Company shall also have the right in its sole discretion to satisfy any such liability for withholding or other required deduction amounts by requiring the Designated Participant to complete a sale in respect of such number of Common Shares, which have been issued and would otherwise be delivered to the Designated Participant under the Plan, and any amount payable from such sale will first be paid to the Company to satisfy any liability for withholding. The Company may require a Designated Participant, as a condition of participation in the Plan, to pay or reimburse the Company for any cost incurred by the Company as a result of the participation by the Designated Participant in the Plan.

Each Designated Participant or any Beneficiary, as the case may be, is solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on or for the account of such Designated Participant in connection with the Plan (including any taxes and penalties under any Applicable Law), and neither the Company nor any Affiliate shall have any obligation to indemnify or otherwise hold such Designated Participant or Beneficiary harmless from any or all of such taxes or penalties.

3.4.Exemption from Plan Participation

Notwithstanding any other provision of the Plan, if a Designated Participant is a resident in a jurisdiction in which an award of Performance Share Units under the Plan may be considered to be income that is subject to taxation at the time of such award, the Designated Participant may elect not to participate in the Plan by providing written notice to the Secretary of the Company by the end of the calendar year prior to the year in which the affected compensation will be earned.

3.5.Appointment of Beneficiaries

Subject to the requirements of Applicable Law, a Designated Participant may designate in writing a Beneficiary to receive any benefits that are payable under the Plan upon the death of such Designated Participant and, from time to time, change such designation in writing. Such designation or change shall be in such form, and executed and delivered in such manner, as the Committee may from time to time determine.

3.6.Total Common Shares Subject to Performance Share Units

(a)The aggregate number of Common Shares that may be issued pursuant to the Plan shall be, subject to Sections 4.8 and 8, 10,000,000 and no Performance Share Unit may be granted if such grant would have the effect of causing the total number of Common Shares potentially issuable in respect of Performance Share Units to exceed the above number of Common Shares reserved for issuance under the Plan.

(b)To the extent Performance Share Units are cancelled, the Common Shares subject to such Performance Share Units shall be added back to the number of Common Shares reserved for issuance under the Plan and such Common Shares will again become available for Performance Share Unit grants under the Plan.

4.PERFORMANCE SHARE UNIT GRANTS

4.1.Grants of Performance Share Units

Subject to the provisions of the Plan and such other terms and conditions as the Committee or the Board may prescribe, the Committee may, from time to time, grant Performance Share Units to such Designated Participant as may be determined by the Committee in its sole discretion with effect from such dates as the Committee may specify.

4.2.Performance Period

The Committee shall, in its sole discretion, determine the performance period applicable to each grant of Performance Share Units under Section 4.1 at the time of such grant (the “Performance Period”).

4.3.Determination of Performance Measures

The Committee shall, in its sole discretion, determine the Performance Measures applicable to each grant of Performance Share Units under Section 4.1 at the time of such grant and shall specify such Performance Measures in the Grant Notice relating to such grant. The Performance Measures applicable to a grant of Performance Share Units shall be set forth in the applicable Grant Notice.

4.4.Determination of Performance Percentage

Following the date the Performance Period, or the Additional Period if applicable, ends for a particular grant of Performance Share Units, the Committee will assess the performance of the Company for the applicable period based on the Performance Measures. Upon the assessment of all Performance Measures and considering the weighting of individual measures comprising the Performance Measures, as set out in the applicable Grant Notice, the Committee shall determine the applicable Performance Percentage, which shall be a percentage from 0 to 200.

4.5.Grant Notice

Each grant of Performance Share Units will be evidenced by a Grant Notice. The Grant Notice will be subject to the applicable provisions of this Plan and will contain such provisions as are required by this Plan and any other provisions that the Committee may direct. Any one officer of

the Company is authorized and empowered to execute and deliver, for and on behalf of the Company, a Grant Notice to each Designated Participant.

4.6.No Certificates

No certificates shall be issued with respect to Performance Share Units.

4.7.Dividend Equivalent Performance Share Units

Whenever a dividend is paid on the Common Shares, additional Performance Share Units will be credited to a Designated Participant’s Performance Share Unit Account in accordance with this Section 4.7. The number of such additional Performance Share Units to be so credited will be calculated by dividing the dividend that would have been paid to such Designated Participant if the Performance Share Units recorded in the Designated Participant’s Performance Share Unit Account as at the record date for the dividend had been Common Shares, whether or not vested, by the Market Value on the Trading Day immediately preceding the date on which the Common Shares began to trade on an ex-dividend basis, rounded down to the next whole number of Performance Share Units. No fractional Performance Share Units will thereby be created. The foregoing does not obligate the Company to pay dividends on Common Shares and nothing in this Plan shall be interpreted as creating such an obligation.

4.8.Maximum Securities

Notwithstanding Section 3.6:

(a)the maximum number of Common Shares that may be issuable, at any time, under all security based compensation arrangements of the Company pursuant to which Common Shares may be issued including, without limitation, this Plan, shall not exceed 5.3% of the issued and outstanding Common Shares calculated on a non-diluted basis;

(b)the number of securities issuable to Insiders, at any time, under all security based compensation arrangements of the Company pursuant to which Common Shares may be issued including, without limitation, this Plan, shall not exceed 5.3% of the issued and outstanding Common Shares calculated on a non-diluted basis; and

(c)the number of securities issued to Insiders, within any one year period, under all security based compensation arrangements of the Company pursuant to which Common Shares may be issued including, without limitation, this Plan, shall not exceed 5.3% of the issued and outstanding Common Shares calculated on a non-diluted basis.

4.9.Performance Share Unit Account

An account, to be known as a “Performance Share Unit Account”, shall be maintained by the Company for each Designated Participant and shall be credited from time to time with such Performance Share Units as are granted to the Designated Participant and any dividend equivalent Performance Share Units credited in respect of such Performance Share Units.

4.10.Statement of Account

The Company shall mail to each Designated Participant to whom Performance Share Units have been granted, on an annual basis, a statement reflecting the status of the Performance Share Unit Account maintained for such Designated Participant.

4.11.Cancellation of Performance Share Units that Fail to Vest or Are Redeemed

Performance Share Units that fail to vest in accordance with Sections 5 or 6.3 of the Plan, or that are redeemed in accordance with Section 6 of the Plan, shall be cancelled and shall cease to be recorded in the Performance Share Unit Account of the relevant Designated Participant as of the

date on which such Performance Share Units fail to vest or are redeemed, as the case may be, and the Designated Participant will have no further right, title or interest in or to such Performance Share Units.

5.VESTING OF PERFORMANCE SHARE UNITS

5.1.Vesting

Subject to Sections 5.2, 6.2 and 6.3, unless otherwise determined by the Committee, all Performance Share Units granted to the Designated Participant under Section 4.1 and credited to the Designated Participant under Section 4.7 shall vest on the date that the Board approves the Performance Percentage as determined by the Committee pursuant to Section 4.4, such date to be as soon as practical following the date on which the Performance Period for the applicable Performance Share Units ends (the “Vesting Date”). The number of Vested Performance Share Units shall be determined by multiplying the number of Performance Share Units by the applicable Performance Percentage (the “Vested Performance Share Units”).

5.2.Vesting on Death, Retirement, Disability or Termination without Cause

If a Designated Participant dies, retires, suffers a Disability, resigned for Good Reason or is terminated without Cause prior to a Vesting Date all of the Performance Share Units and any dividend equivalent Performance Share Units in respect of such Performance Share Units held by the Designated Participant shall remain outstanding for such period of time determined by the Committee, in its sole discretion (the “Additional Period”). For greater certainty the Committee can determine an Additional Period that is shorter than the original Performance Period. All outstanding Performance Share Units and any dividend equivalent Performance Share Units in respect of such Performance Share Units shall continue to be eligible to become vested in accordance with the terms of this Plan and achievement of Performance Measures as set forth in the Grant Notice during the Additional Period, as determined by the Committee in accordance with Section 4.4. All Performance Share Units and any dividend equivalent Performance Share Units in respect of such Performance Share Units that remain unvested at the end of the Additional Period and the Committee’s determination of the Performance Percentage pursuant to Section 4.4 shall expire and the Designated Participant shall have no further rights in respect of such Performance Share Units (and dividend equivalent Performance Share Units).

5.3.Acknowledgement of Grant

A Designated Participant shall deliver to the Company the completed Grant Notice acknowledging the grant of Performance Share Units within 90 days after the date on which the Designated Participant receives the Grant Notice from the Company. If the Grant Notice is not delivered by the Designated Participant within such period, the Committee reserves the right to revoke the grant of such Performance Share Units to the Designated Participant and the crediting of such Performance Share Units to the Designated Participant’s Performance Share Unit Account.

6.REDEMPTION OF PERFORMANCE SHARE UNITS

6.1.Redemption of Vested Performance Share Units

Subject to the remaining provisions of this Section 6 and Section 8.6, on the Redemption Date for each Vested Performance Share Unit, the Company shall redeem all such Vested Performance Share Units by:

(a)issuing a share certificate in the name of the Designated Participant evidencing the Common Shares issued from treasury to the Designated Participant equal to the number of Vested Performance Share Units; or

(b)in respect of Performance Share Units issued on or after November 8, 2023, paying to the Designated Participant an amount of cash equal to the product of (i) the number of Vested Performance Share Units held by such Designated Participant and (ii) the Market Value of the Common Shares as of the Vesting Date, provided that, if the Vesting Date falls within a Blackout Period, the Market Value will be the volume weighted average trading price of the Common Shares from and including the Trading Day immediately following the end of the Blackout Period up to and including the earlier of (1) the Redemption Date (as adjusted pursuant to Section 8.6, if applicable) and (2) the fifth Business Day following the Blackout Period.

Whether a Vested Performance Share Unit issued on or after November 8, 2023 is redeemed in accordance with (a) or (b) shall be at the sole discretion of the Company.

6.2.Cessation of Employment

If the Designated Participant’s employment ceases prior to the Redemption Date because of termination for Cause or because of the resignation of the Designated Participant other than for Good Reason, all Performance Share Units (and any dividend equivalent Performance Share Units credited in respect thereof), whether or not vested, shall immediately expire and the Designated Participant shall have no further rights in respect of such Performance Share Units (and dividend equivalent Performance Share Units). For purposes of this Section 6.2, the date of cessation of a Designated Participant’s employment shall be the Designated Participant’s last day of active employment and shall not include any period of statutory, contractual or reasonable notice or any period of deemed employment.

6.3.Change of Control

(a)In the event of a Change of Control where the Person that acquires Control (the “Acquirer”), an Affiliate thereof, or the successor of the Company, agrees to assume all of the obligations of the Company under the Plan and the Committee determines that such assumption is consistent with the objectives of the Plan and the Performance Measures are not adversely affected by such assumption, the Plan and all outstanding awards will continue on the same terms and conditions, except that, if applicable, Performance Share Units may be adjusted to a right to acquire shares of the Acquirer or its Affiliate.

(b)In the event of a Change of Control where the Acquirer or an Affiliate thereof or the successor to the Company does not agree to assume all of the obligations of the Company under the Plan, or the Committee determines that such assumption is not consistent with the objectives of the Plan or that the Performance Measures will be adversely affected by such assumption, all unvested Performance Share Units held by each Designated Participant shall immediately be deemed to be Vested Performance Share Units as of the effective date of the Change of Control, which, for the purposes of this Section 6.3(b), shall be deemed to be the Vesting Date. The Committee shall determine, in its sole discretion, the Performance Percentage to be applied to the vested Performance Share Units based on factors determined by the Committee, including the objective measure of performance toward achievement of the Performance Measures and such other factors as the Committee determines appropriate in the circumstances. The Company shall, at its option, redeem all such Vested Performance Share Units by:

(i)issuing Common Shares in the name of the Designated Participant in respect of the Vested Performance Share Units; or

(ii)paying to such Designated Participant a cash amount equal to the Market Value as of the effective date of the Change of Control of the Common Shares that would have been issued pursuant to Section 6.3(b)(i).

Notwithstanding the foregoing, the Committee may terminate all or part of the Plan if it determines that it is appropriate to do so upon a Change of Control and in the event of such termination, the Plan shall terminate on the Change of Control Date on such terms and conditions as the Committee may determine.

6.4.No Interest

For greater certainty, no interest shall be payable to Designated Participants in respect of any amount payable under the Plan.

7.AMENDMENT OF THE PLAN

7.1.Amendment

(a)Subject to Applicable Law and Sections 7.1(b) and 7.1(c) below, the Board may, without notice or shareholder approval, at any time or from time to time, amend, suspend or terminate the Plan for any purpose which, in the good faith opinion of the Board, may be expedient or desirable.

(b)Notwithstanding Section 7.1(a), but subject to Section 7.1(e), the Board shall not materially adversely alter or impair any rights of a Designated Participant or materially increase any obligations of a Designated Participant with respect to Performance Share Units previously awarded under the Plan without the consent of the Designated Participant.

(c)Notwithstanding Section 7.1(a), none of the following amendments shall be made to this Plan without approval by shareholders by ordinary resolution:

(i)increasing the number of securities issuable under the Plan, other than in accordance with the terms of this Plan;

(ii)making a change to the class of Designated Participants that would have the potential of broadening or increasing participation by Insiders, or otherwise adding any Non-Employee Director of the Company to the class of Designated Participants;

(iii)amending Section 8.7 of the Plan;

(iv)permitting awards other than Performance Share Units to be made under this Plan; and

(v)deleting or reducing the amendments that require shareholders’ approval under this Section 7.1(c).

(d)Without limiting the generality of the foregoing, the Board shall have the power and authority to approve amendments relating to the Plan, without obtaining shareholder approval, to the extent that such amendment:

(i)is of a typographical, grammatical, clerical or administrative nature or is required to comply with applicable regulatory requirements, including the TSX Rules, in place from time to time;

(ii)is an amendment to the Plan respecting administration of the Plan and eligibility for participation under the Plan;

(iii)changes the terms and conditions on which Performance Share Units may be or have been granted pursuant to the Plan, including change to the vesting provisions of the Performance Share Units;

(iv)changes the termination provisions of a Performance Share Unit or the Plan; or

(v)is an amendment to the Plan of a “housekeeping nature”.

(e)If the Board terminates or suspends the Plan, no new Performance Share Units (other than dividend equivalent Performance Share Units) will be credited to the Performance Share Unit Account of a Designated Participant. On termination of the Plan, the vesting of any and all Performance Share Units not then vested will be accelerated, the Board or Committee will determine, in its sole discretion, the Performance Percentage to be applied to the vested Performance Share Units and, on a date or dates selected by the Board in its discretion, payment in the form of Common Shares will be made to the Designated Participant in respect of Performance Share Units.

(f)The Board shall not require the consent of any affected Designated Participant in connection with the termination of the Plan in which the vesting of all Performance Share Units held by the Designated Participant are accelerated and payment is made to the Designated Participant in respect of all such Performance Share Units.

(g)The Plan will terminate on the date upon which no further Performance Share Units remain outstanding.

8.GENERAL

8.1.Adjustments

In the event of any stock dividend, stock split, combination or exchange of shares, merger, amalgamation, arrangement or other scheme of reorganization, spin-off or other distribution of the Company’s assets to shareholders (other than the payment of cash dividends in the ordinary course), or any other change in the capital of the Company affecting Common Shares, such adjustments, if any, as the Committee in its discretion may deem appropriate to preserve proportionately the interests of Designated Participants under the Plan as a result of such change shall be made with respect to the number of Performance Share Units outstanding under the Plan.

8.2.Compliance with Laws and Company Policies

(a)The terms of the Plan are subject to any Applicable Laws and governmental and regulatory requirements (including the TSX Rules), approvals and consents, and the provisions of any applicable policies of the Company that may be or become applicable. Without limiting the generality of the foregoing, the Company may, in its sole discretion, delay the crediting of Performance Share Units to the accounts of Designated Participants and/or the redemption of Performance Share Units if and to the extent it considers necessary or appropriate as a result of any Blackout Period.

(b)If the Committee determines that the listing, registration or qualification of the Common Shares subject to this Plan upon any securities exchange or under any provincial, state, federal or other Applicable Law, or the consent or approval of any governmental body or securities exchange or of the shareholders of the Company is necessary or desirable, as a condition of, or in connection with, the crediting of Performance Share Units or the issue of Common Shares hereunder, the Company shall be under no obligation to credit Performance Share Units or issue Common Shares hereunder unless and until such listing, registration, qualification, consent or approval shall have been affected or obtained free of any conditions not acceptable to the Committee.

8.3.Clawback

(a)Notwithstanding any other provisions in this Plan, all or any portion of the Performance Share Units issued, granted or vested hereunder on or after October 2, 2023 for which

vesting is based wholly or in part upon the attainment of a Financial Reporting Measure which is subject to recovery under any law, government rule or regulation, in effect from time to time, by Canadian, U.S. or other foreign governments, including specifically as required to implement Section 10D of the U.S. Securities Exchange Act of 1934, as amended (“U.S. Exchange Act”), Rule 10D-1 under the U.S. Exchange Act, and any applicable rules or regulations promulgated thereunder (including, without limitation, applicable securities exchange listing standards or rules and regulations of the TSX, NYSE American or other securities exchange where the Company lists its securities for trading) (the “Clawback Rules”), will be subject to such deductions, offset, repayment, forfeiture, cancellation, clawback and recoupment as may be required to be made pursuant to such Clawback Rules or any policy adopted by the Company to implement any such Clawback Rules (the “Company Clawback Policies”).

(b)For purposes of the Clawback Rules and the Company Clawback Policies, the term “Financial Reporting Measure” means (i) any Performance Measures that are determined and presented in accordance with the generally accepted accounting principles (“GAAP”) used in preparing the Company’s financial statements and any Performance Measure that is derived wholly or in part from any such Performance Measures, (ii) total shareholder return, absolute or relative, and (iii) the market price of the Common Shares from time to time. For the avoidance of doubt, Financial Reporting Measures include non-GAAP financial measures for purposes of Regulation G of the U.S. Exchange Act, as well other measures, metrics and ratios that are not non-GAAP financial measures and whether or not presented within the Company’s financial statements or any filing with the U.S. Securities and Exchange Commission.

(c)The Company shall decide, in its sole and absolute discretion, what policies it must adopt in order to comply with such Clawback Rules, any of which could in certain circumstances require repayment or forfeiture of awards or any Common Shares or other cash or property received related to the applicable lookback periods with respect to the awards (including any value received from a disposition of Common Shares acquired upon vesting of Performance Share Units). All Performance Share Units issued, granted or vested hereunder on or after October 2, 2023 and any Common Shares issued (or cash paid) on vesting of such Performance Share Units are subject to the terms and conditions of the Clawback Rules and Company Clawback Policies from and after the effective date thereof and Designated Participants shall not be entitled to any indemnification or advancement of expenses with respect to the application or enforcement of the Clawback Rules or Company Clawback Policies or any actions by the Company to enforce such Clawback Rules or the Company Clawback Policies through any deductions, offset, repayment, forfeiture, cancellation, clawback, recoupment or otherwise, as may be required to be made pursuant to such Clawback Rules or Company Clawback Policies.

8.4.Designated Participant’s Entitlement

Except as otherwise provided in this Plan, Performance Share Units previously granted under this Plan, whether or not then vested, are not affected by any change in the relationship between, or ownership of, the Company and a Related Entity. For greater certainty, all Performance Share Units remain valid in accordance with the terms and conditions of this Plan and are not affected by reason only that at any time, a Related Entity ceases to be a Related Entity.

8.5.Reorganization of the Corporation

The existence of any Performance Share Units shall not affect in any way the right or power of the Company or its shareholders to make or authorize any adjustment, recapitalization, reorganization or other change in the Company’s capital structure or its business, or to create or issue any bonds, debentures, shares or other securities of the Company or to amend or modify the rights and conditions attaching thereto or to effect the dissolution or liquidation of the Company, or any amalgamation, combination, merger or consolidation involving the Company

or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar nature or otherwise.

8.6.Blackout Periods

If a Vested Performance Share Unit would otherwise be redeemed during a Blackout Period or within 2 business days after the date on which the Blackout Period ends, then, notwithstanding any other provision of the Plan, the Vested Performance Share Unit shall instead be redeemed on the date which is the 2nd business day after the date on which the Blackout Period ends.

8.7.Transferability of Performance Share Units

Rights with respect to Performance Share Units shall not be transferable or assignable other than by will or the laws of descent and distribution; provided, however, a Designated Participant may transfer or assign Performance Share Units to a Permitted Assign of such Designated Participant subject to the provisions of this Plan and the applicable Grant Notice.

8.8.Successors and Assigns

The Plan shall be binding on the Company and on Designated Participants and, if applicable, their Beneficiaries and legal representatives.

8.9.Unfunded and Unsecured Plan

The Plan is an unfunded obligation of the Company and the Company will not secure its obligations under the Plan. Neither the establishment of the Plan nor the grant of Performance Share Units (or any action taken in connection therewith) shall be deemed to create a trust. To the extent any individual holds any rights by virtue of a grant of Performance Share Units under the Plan, such rights shall be no greater than the rights of an unsecured creditor of the Company.

8.10.Market Fluctuations

No amount will be paid to, or in respect of, a Designated Participant under the Plan to compensate for a downward fluctuation on the price of Common Shares, nor will any other form of benefit be conferred upon, or in respect of, a Designated Participant for such purpose. The Company makes no representations or warranties to the Designated Participants with the respect to the Plan or the Common Shares whatsoever. In seeking the benefits of participation in the Plan, a Designated Participant agrees to accept all risks associate with a decline in the market price of Common Shares.

8.11.Participation is Voluntary; No Additional Rights

The Participation of any Designated Participant in the Plan is entirely voluntary and not obligatory and shall not be interpreted as conferring upon such Designated Participant any rights or privileges other than those rights and privileges expressly provided in the Plan. Nothing in this Plan shall be construed to provide the Designated Participants with any rights whatsoever to participation or continue participation in this Plan or to compensation or damages in lieu of participation, whether upon termination of service as a Designated Participant or otherwise. Nothing contained in this Plan shall be deemed to give any person the right to the continuation of employment by the Company or a Related Entity of the Company or interfere in any way with the right of the Company or a Related Entity of the Company to terminate such employment at any time or to increase or decrease the compensation of such person. For greater certainty, a period of notice, if any, or payment in lieu thereof, upon termination of employment, wrongful or otherwise, shall not be considered as extending the period of employment for the purposes of the Plan. The Company does not assume responsibility for the personal income or other tax consequences for the Designated Participants and they are advised to consult with their own tax advisors.

8.12.No Shareholder Rights

No Designated Participant has or is entitled to obtain, as a result of any entitlement to Performance Share Units hereunder, any entitlement to Common Shares or any voting rights, rights to receive any distribution or any other rights as a shareholder of the Company.

8.13.Subject to Law

The Company’s granting of any Performance Share Units and its obligation to make any payments in respect thereof are subject to compliance with Applicable Law.

8.14.No Salary Deferral Arrangement

Notwithstanding any other provision of the Plan, it is intended that the Plan and Performance Share Units granted under the Plan not be considered “salary deferral arrangements” under the Income Tax Act (Canada) and the Plan shall be administered in accordance with such intention. Without limiting the generality of the foregoing, the Committee may make such amendments to the terms of outstanding Performance Share Units (including, without limitation, changing the Vesting Dates and Redemption Dates thereof) as may be necessary or desirable, in the sole discretion of the Committee, so that the Plan and Performance Share Units outstanding thereunder are not considered “salary deferral arrangements”.

8.15.Administration Costs

The Company will be responsible for all costs relating to the administration of the Plan.

8.16.Governing Law

The Plan shall be governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein.

8.17.Code Section 409A

It is intended that Performance Share Units awarded to Designated Participants whose compensatory income is subject to U.S. federal income taxation will be exempt from Section 409A of the U.S. Internal Revenue Code of 1986, as amended, under U.S. Treasury Regulation Section 1.409A-1(b)(4), and the Plan and applicable Grant Notices will be construed and administered accordingly. Nothing contained herein shall be construed as a guaranty by the Company of any particular tax effect to such a Designated Participant, and the Designated Participant remains solely liable for any taxes, penalties or interest arising as a result of the grant, vesting or redemption of Performance Share Units.

8.18.Effective Date

The Plan is adopted with effect from May 8, 2019.

Schedule A Form of Grant Notice and Acknowledgement

B2Gold Corp. Performance Share Unit Plan

B2Gold Corp. (the “Company”) hereby grants the following award to the Designated Participant named below in accordance with and subject to the terms, conditions and restrictions of this Grant Notice and Acknowledgement (the “Notice”), together with the provisions of the B2Gold Corp. Performance Share Unit Plan, effective May 8, 2019, as amended on May 5, 2020 and November 8, 2023 (the “Plan”):

Name and Address of Designated Participant: ______________________________

Date of Grant: __________________________________________________________

Total Number of Performance Share Units_____________________________________

1.The terms and conditions of the Plan are hereby incorporated by reference as terms and conditions of this Notice and all capitalized terms used herein, unless expressly defined in a different manner, have the meanings ascribed thereto in the Plan.

2.Subject to any acceleration in vesting and earlier termination of the Performance Period as provided in the Plan, the Performance Period for each Performance Share Unit is months, commencing on and ending on .

3.The Performance Measures applicable to this grant of Performance Share Units are the following:

a.[Committee to insert table for each grant showing the applicable performance measures and threshold, target and maximum performance levels]

4.Subject to the terms of the Plan, the payment in respect of Performance Share Units held by the Designated Participant shall be satisfied by the issuance of Common Shares to the Designated Participant on the Redemption Date.

5.Nothing in the Plan or in this Notice will affect the right of the Company or any Related Entity to terminate the employment or term of service any employee at any time for any reason whatsoever.

6.Each notice relating to any award of Performance Share Units must be in writing and signed by the Designated Participant or its Beneficiary or legal representative. All notices to the Company must be delivered personally or by prepaid registered mail and must be addressed to the Secretary of the Company. All notices to the Designated Participant will be addressed to the

principal address of the Designated Participant on file with the Company. Either the Company or the Designated Participant may designate a different address by written notice to the other. Any notice given by either the Designated Participant of the Company is not binding on the recipient thereof until received.

7.The undersigned acknowledges:

(a)having received a copy of the Plan and acknowledges and agrees that the terms of the Plan govern the grant of Performance Share Units to and the rights of the undersigned hereunder and that such terms include rights of the Company to amend or terminate the Plan or any of its terms and to determine vesting and other matters at its discretion;

(b)that the Company or Subsidiary of the Company that employs the undersigned may be required to withhold from the undersigned’s compensation and remit to the Canada Revenue Agency or the tax agency of the country in which the Designated Participant resides income taxes and other required source deductions in respect of the redemption of Vested Performance Share Units of the Designated Participant provided for in Section 3.3 of the Plan; and

(c)and agrees that the undersigned will, at all times, act in strict compliance with Applicable Law and all policies of the Company applicable to the undersigned in connection with the Plan. Such Applicable Law and policies shall include, without limitation, those governing “insiders” of “reporting issuers” as those terms are construed for the purposes of applicable securities laws.

DATED this _______ day of ____________________, 20_______.

B2GOLD CORP.
Per:
Name:
Title:
	)<br><br>)<br><br>)<br><br>)
---	---	---
Witness	)<br><br>)	[Name of Designated Participant]