B2gold Corp (BTG) 6-K, filed Feb 24, 2021

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 February, 2021

Commission File Number: 001-35936

B2Gold Corp.

(Translation of registrant’s name into English)

Suite 3100, Three Bentall Centre

595 Burrard Street

Vancouver, British Columbia V7X 1J1

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

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): [ ]

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): [ ]

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: February 23, 2021	By:	/s/ Roger Richer
	Name:	Roger Richer
	Title:	Executive Vice President, General Counsel & Secretary

EXHIBIT INDEX

EXHIBITS 99.1 AND 99.2 INCLUDED WITH THIS REPORT ARE HEREBY INCORPORATED BY REFERENCE INTO THE REGISTRANT'S REGISTRATION STATEMENTS ON FORM S-8 (FILE NOS. 333-239197, 333-232158, 333-206811, 333-200228, 333-218710, 333-226063 AND 333-192555) (COLLECTIVELY, THE "REGISTRATION STATEMENTS"), AND TO BE A PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS SUBMITTED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED, AND EXHIBITS 99.3, 99.4 AND 99.5 ARE HEREBY INCORPORATED BY REFERENCE AS EXHIBITS TO THE REGISTRATION STATEMENTS.

Exhibit	Description
No.
99.1	Consolidated Financial Statements for the year ended December 31, 2020
99.2	Management’s Discussion and Analysis for the year ended December 31, 2020
99.3	Consent of PricewaterhouseCoopers LLP
99.4	Consent of Thomas Garagan
99.5	Consent of William Lytle
99.6	Form 13-501F1 Class 1 Reporting Issuers - Participation Fee
99.7	Form 13-502F1 Class 1 Reporting Issuers - Participation Fee

Document

B2GOLD CORP.

Consolidated Financial Statements

December 31, 2020 and 2019

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors of B2Gold Corp.

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of B2Gold Corp. and its subsidiaries (together, the Company) as of December 31, 2020 and 2019, and the related consolidated statements of operations, comprehensive income, cash flows and changes in equity for the years then ended, including the related notes (collectively referred to as the consolidated financial statements). We also have audited the Company's internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and its financial performance and its cash flows for the years then ended in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control – Integrated Framework (2013) issued by the COSO.

Basis for Opinions

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management's Annual Report on Internal Control over Financial Reporting on page 29 of the 2020 Management’s Discussion & Analysis. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial

PricewaterhouseCoopers LLP
PricewaterhouseCoopers Place, 250 Howe Street, Suite 1400, Vancouver, British Columbia, Canada V6C 3S7
T: +1 604 806 7000, F: +1 604 806 7806
“PwC” refers to PricewaterhouseCoopers LLP, an Ontario limited liability partnership.

reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control over Financial Reporting

A 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 generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matters

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Impairment reversal of the Masbate Mine long-lived assets

As described in Notes 3, 4, and 7 to the consolidated financial statements, long-lived assets are tested for impairment, or reversal of a previous impairment, if there is an indicator of impairment or subsequent impairment reversal. As disclosed by management, the increase in the long-term gold price was an indicator of impairment reversal. Accordingly, management performed an impairment reversal test on the Masbate Mine cash-generating unit (CGU) as at September 30, 2020, whereby the carrying value of the Masbate Mine CGU was compared to its recoverable amount, which was determined to be its fair value less costs of disposal (FVLCD). The impairment reversal test concluded that the carrying value of the Masbate Mine CGU was lower than the FVLCD, resulting in a complete reversal of the remaining original impairment loss recorded in 2014. The pre-tax impairment reversal gain recognized was $174 million for the year ended December 31, 2020. To estimate the recoverable amount of the Masbate Mine’s CGU for impairment reversal, management utilized a discounted cash flow model incorporating estimates and

assumptions that included: reserves and resources, future production levels, metallurgical recovery estimates, operating and capital costs, future metal prices and the discount rate. Management estimates reserves and resources based on information compiled by appropriately qualified persons (management’s specialists).

The principal considerations for our determination that performing procedures relating to the impairment reversal of the Masbate Mine long-lived assets is a critical audit matter are (i) there was significant judgment by management, when estimating the recoverable amount of the Masbate Mine CGU; (ii) the use of management’s specialists in the preparation of reserve and resource estimates; and (iii) there was a high degree of auditor judgment, subjectivity, and effort in performing procedures to evaluate management’s discounted cash flow model and the significant assumptions, including: reserves and resources, future production levels, metallurgical recovery estimates, operating and capital costs, future metal prices and the discount rate. In addition, the audit effort involved the use of professionals with specialized skill and knowledge to assist in performing procedures to evaluate the discount rate.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management’s impairment reversal test, including controls over the determination of the recoverable amount of the Masbate Mine CGU. These procedures also included, among others, testing management’s process for determining the recoverable amount; evaluating the appropriateness of the discounted cash flow model; testing the completeness and accuracy of underlying data used in the model; and evaluating the significant assumptions used by management. Evaluating management’s assumptions with respect to future production levels, metallurgical recovery estimates, operating and capital costs and future metal prices involved evaluating whether these assumptions were reasonable considering: (i) the current and past performance of the Masbate Mine CGU; (ii) the consistency with external market and industry data; and (iii) whether these assumptions were consistent with evidence obtained in other areas of the audit, as applicable. The work of management’s specialists was used in performing the procedures to evaluate the reasonableness of reserves and resources. As a basis for using this work, management’s specialists’ qualifications were understood and the Company’s relationship with management’s specialists was assessed. The procedures performed also included evaluation of the methods and assumptions used by management’s specialists, tests of the data they used, and an evaluation of their findings. Professionals with specialized skill and knowledge were used to assist in the evaluation of the discount rate.

/s/PricewaterhouseCoopers LLP

Chartered Professional Accountants

Vancouver, Canada

February 23, 2021

We have served as the Company’s auditor since 2007.

B2GOLD CORP.
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31
(Expressed in thousands of United States dollars, except shares and per share amounts)
	2020		2019
---	---	---	---	---
Gold revenue	$	1,788,928	$	1,155,637
Cost of sales
Production costs (Note 19)	(407,865)		(374,178)
Depreciation and depletion	(301,491)		(251,306)
Royalties and production taxes	(121,285)		(79,693)
Total cost of sales	(830,641)		(705,177)
Gross profit	958,287		450,460
General and administrative	(45,605)		(54,558)
Share-based payments (Note 11)	(17,129)		(17,139)
Reversal of impairment of long-lived assets (Note 7)	174,309		100,477
Gain on sale of Nicaraguan Group (Note 7)	—		40,129
Write-down of mineral property interests (Note 7)	(11,353)		(7,277)
Community relations	(6,484)		(3,227)
Share of net income of associate (Note 7)	22,167		1,114
Foreign exchange (losses) gains	(15,301)		1,633
Other	(5,957)		(3,604)
Operating income	1,052,934		508,008
Interest and financing expense	(15,803)		(26,550)
(Losses) gains on derivative instruments (Note 14)	(5,706)		1,580
Other	3,003		(649)
Income from continuing operations before taxes	1,034,428		482,389
Current income tax, withholding and other taxes (Note 16)	(309,913)		(114,449)
Deferred income tax expense (Note 16)	(52,102)		(59,081)
Net income from continuing operations	672,413		308,859
Net income from discontinued operations attributable to shareholders of the Company (Note 7)	—		6,982
Net income	$	672,413	$	315,841
Attributable to:
Shareholders of the Company	$	628,063	$	293,382
Non-controlling interests (Note 13)	44,350		22,459
Net income	$	672,413	$	315,841
Earnings per share from continuing operations (attributable to shareholders of the Company)(Note 11)
Basic	$	0.60	$	0.28
Diluted	$	0.59	$	0.28
Earnings per share (attributable to shareholders of the Company)(Note 11)
Basic	$	0.60	$	0.29
Diluted	$	0.59	$	0.29
Weighted average number of common shares outstanding (in thousands)(Note 11)
Basic	1,043,385		1,014,100
Diluted	1,056,302		1,022,915

See accompanying notes to consolidated financial statements.

B2GOLD CORP.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31
(Expressed in thousands of United States dollars)
	2020		2019
---	---	---	---	---
Net income	$	672,413	$	315,841
Other comprehensive income
Items that will not be subsequently reclassified to net income:
Unrealized gain on investments	6,538		1,082
Other comprehensive income	6,538		1,082
Total comprehensive income	$	678,951	$	316,923
Other comprehensive income attributable to:
Shareholders of the Company	$	6,538	$	1,082
Non-controlling interests	—		—
	$	6,538	$	1,082
Total comprehensive income attributable to:
Shareholders of the Company	$	634,601	$	294,464
Non-controlling interests	44,350		22,459
	$	678,951	$	316,923

See accompanying notes to consolidated financial statements.

B2GOLD CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31
(Expressed in thousands of United States dollars)
	2020		2019
---	---	---	---	---
Operating activities
Net income from continuing operations	$	672,413	$	308,859
Mine restoration provisions settled (Note 10)	(425)		(124)
Non-cash charges, net (Note 17)	198,058		187,720
Changes in non-cash working capital (Note 17)	86,777		(45,049)
Changes in long-term value added tax receivables	(6,178)		(1,968)
Cash provided by operating activities of continuing operations	950,645		449,438
Cash provided by operating activities of discontinued operations	—		42,535
Cash provided by operating activities	950,645		491,973
Financing activities
Revolving credit facility, drawdowns net of transaction costs (Note 9)	250,000		(5,574)
Repayment of revolving credit facility (Note 9)	(450,000)		(200,000)
Equipment loan facilities, drawdowns net of transaction costs (Note 9)	41,416		3,463
Repayment of equipment loan facilities (Note 9)	(28,445)		(24,140)
Cash proceeds from stock option exercises (Note 11)	46,152		72,932
Dividends paid (Note 11)	(115,266)		(10,268)
Interest and commitment fees paid	(12,451)		(22,373)
Distributions to non-controlling interests (Note 13)	(9,206)		—
Principal payments on lease arrangements (Note 9)	(3,637)		(3,146)
Restricted cash movement	2,572		1,407
Cash used by financing activities of continuing operations	(278,865)		(187,699)
Cash used by financing activities of discontinued operations	—		(364)
Cash used by financing activities	(278,865)		(188,063)
Investing activities
Expenditures on mining interests:
Fekola Mine	(184,037)		(132,847)
Masbate Mine	(34,041)		(25,894)
Otjikoto Mine	(66,815)		(56,085)
Gramalote Project	(19,498)		(5,187)
Other exploration and development (Note 17)	(48,182)		(41,147)
Cash proceeds from sale of Nicaraguan Group, net of transaction costs (Notes 5 and 7)	15,525		51,530
Non-refundable deposit received on Toega property (Note 7)	9,000		—
Cash paid into reclamation accounts	(11,575)		(4,000)
Other	1,667		1,271
Cash used by investing activities of continuing operations	(337,956)		(212,359)
Cash used by investing activities of discontinued operations	—		(54,431)
Cash used by investing activities	(337,956)		(266,790)
Increase in cash and cash equivalents	333,824		37,120
Effect of exchange rate changes on cash and cash equivalents	5,265		724
Cash and cash equivalents, beginning of year	140,596		102,752
Cash and cash equivalents, end of year	$	479,685	$	140,596
Supplementary cash flow information (Note 17)

See accompanying notes to consolidated financial statements.

B2GOLD CORP.
CONSOLIDATED BALANCE SHEETS
(Expressed in thousands of United States dollars)
	As at		As at
---	---	---	---	---
	December 31,		December 31,
	2020		2019
Assets
Current
Cash and cash equivalents	$	479,685	$	140,596
Accounts receivable, prepaids and other (Note 5)	21,306		37,890
Value-added and other tax receivables	11,797		11,070
Inventories (Note 6)	238,055		217,923
Assets classified as held for sale (Note 7)	11,855		22,021
	762,698		429,500
Value-added tax receivables	35,383		25,153
Mining interests (Note 7 and Note 22 – Schedules)
-Owned by subsidiaries and joint operations	2,387,020		2,046,731
- Investments in joint ventures and associates	76,235		130,736
Other assets (Note 8)	76,496		49,615
Deferred income taxes (Note 16)	24,547		1,336
	$	3,362,379	$	2,683,071
Liabilities
Current
Accounts payable and accrued liabilities	$	89,062	$	83,370
Current income and other taxes payable	154,709		53,396
Current portion of long-term debt (Note 9)	34,111		26,030
Other current liabilities	8,211		2,266
	286,093		165,062
Long-term debt (Note 9)	75,911		235,821
Mine restoration provisions (Note 10)	104,282		75,419
Deferred income taxes (Note 16)	220,903		145,590
Employee benefits obligation	5,874		4,736
Other long-term liabilities	8,726		4,791
	701,789		631,419
Equity
Shareholders’ equity
Share capital (Note 11)
Issued: 1,051,138,175 common shares (Dec. 31, 2019 – 1,030,399,987)	2,407,734		2,339,874
Contributed surplus	48,472		56,685
Accumulated other comprehensive loss	(138,533)		(145,071)
Retained earnings (deficit)	254,343		(261,245)
	2,572,016		1,990,243
Non-controlling interests (Note 13)	88,574		61,409
	2,660,590		2,051,652
	$	3,362,379	$	2,683,071
Commitments (Note 21)
Approved by the Board	"Clive T. Johnson"	Director	"Robert J. Gayton"	Director
---	---	---	---	---

See accompanying notes to consolidated financial statements.

B2GOLD CORP.
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
FOR THE YEARS ENDED DECEMBER 31
(Expressed in thousands of United States dollars)
	2020
---	---	---	---	---	---	---	---	---	---	---	---	---	---
	Shares<br>(‘000’s)	Share<br>capital		Contributed<br><br>surplus		Accumulated<br><br>other<br><br>comprehensive<br><br>loss		Retained earnings (deficit)		Non-<br><br>controlling<br><br>interests		Total<br>equity
Balance at December 31, 2019	1,030,400	$	2,339,874	$	56,685	$	(145,071)	$	(261,245)	$	61,409	$	2,051,652
Net income	—	—		—		—		628,063		44,350		672,413
Dividends paid (Note 11)	—	—		696		—		(116,101)		—		(115,405)
Unrealized gain on investments	—	—		—		6,538		—		—		6,538
Shares issued on exercise of stock options (Note 11)	19,265	44,651		—		—		—		—		44,651
Shares issued on vesting of RSUs (Note 11)	1,473	3,960		(3,960)		—		—		—		—
Distributions to non-controlling interests (Note 13)	—	—		—		—		—		(14,103)		(14,103)
Interest on loan to non-controlling interest (Note 13)	—	—		—		—		3,626		(3,082)		544
Share-based payments (Note 11)	—	—		14,300		—		—		—		14,300
Transfer to share capital on exercise of stock options	—	19,249		(19,249)		—		—		—		—
Balance at December 31, 2020	1,051,138	$	2,407,734	$	48,472	$	(138,533)	$	254,343	$	88,574	$	2,660,590	2019
---	---	---	---	---	---	---	---	---	---	---	---	---	---
	Shares<br>(‘000’s)	Share<br>capital		Contributed<br><br>surplus		Accumulated<br><br>other<br><br>comprehensive<br><br>loss		Deficit		Non-<br><br>controlling<br><br>interests		Total<br>equity
Balance at December 31, 2018	994,622	$	2,234,050	$	70,889	$	(146,153)	$	(547,839)	$	41,906	$	1,652,853
Net income	—	—		—		—		293,382		22,459		315,841
Dividends paid (Note 11)	—	—		—		—		(10,268)		—		(10,268)
Unrealized gain on investments	—	—		—		1,082		—		—		1,082
Shares issued on exercise of stock options (Note 11)	34,116	71,568		—		—		—		—		71,568
Shares pending issuance on exercise of stock options	579	1,500		—		—		—		—		1,500
Shares issued on vesting of RSUs (Note 11)	1,083	2,895		(2,895)		—		—		—		—
Interest on loan to non-controlling interest (Note 13)	—	—		—		—		3,480		(2,956)		524
Share-based payments (Note 11)	—	—		18,552		—		—		—		18,552
Transfer to share capital on exercise of stock options	—	29,861		(29,861)		—		—		—		—
Balance at December 31, 2019	1,030,400	$	2,339,874	$	56,685	$	(145,071)	$	(261,245)	$	61,409	$	2,051,652

See accompanying notes to consolidated financial statements.

B2GOLD CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020 and 2019
(All tabular amounts are in thousands of United States dollars unless otherwise stated)

1Nature 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. Up until October 14, 2019, the Company operated two additional mines in Nicaragua - El Limon and La Libertad (see Note 7). The Company also has a 50% joint operation interest in the Gramalote Project in Colombia (see Note 7) and an 81% interest in the Kiaka Project in Burkina Faso. In addition, the Company has a portfolio of other evaluation and exploration assets in Mali, Burkina Faso, Namibia, Uzbekistan and Finland.

B2Gold is a public company 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 3100, Three Bentall Centre, 595 Burrard Street, Vancouver, British Columbia, V7X 1J1.

2Basis of preparation

These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS”). These consolidated financial statements were authorized for issue by the Board of Directors on February 23, 2021.

3Summary of significant accounting policies

The significant accounting policies used in the preparation of these financial statements are as follows:

Principles of consolidation

The financial statements of the Company consolidate the accounts of B2Gold and its subsidiaries. All intercompany transactions, balances, and unrealized gains and losses from intercompany transactions are eliminated on consolidation.

The Company’s most significant wholly-owned and partially owned subsidiaries are presented below:

		% interest
-	Fekola SA (“Fekola”)	80
-	B2Gold Namibia (Pty) Ltd. (“Otjikoto”)	90
-	Philippines Gold Processing & Refining Corporation (“Masbate”)	100
-	Filminera Resources Corporation ("Masbate")	40
-	Kiaka SA (“Kiaka”)	81

Subsidiaries are entities controlled by the Company. Control exists when the Company has power over an investee, when the Company is exposed, or has rights, to variable returns from the investee and when the Company has the ability to affect those returns through its power over the investee. Subsidiaries are fully consolidated from the date on which control is obtained by B2Gold and are de-consolidated from the date that control ceases.

The Company holds its interest in the Masbate Gold Project (which operates the Masbate Mine) through two indirectly-owned subsidiaries. B2Gold has a 100% interest in Philippines Gold Processing & Refining Corporation (“PGPRC”) and a 40% interest in Filminera Resources Corporation (“FRC”). The remaining 60% interest in FRC is held by a Philippines-registered company that is owned by a Philippine shareholder. The Company consolidates the Masbate Gold Project as a result of its ownership interests and the contractual relationship between the entities. FRC owns the majority of the Masbate Gold Project tenements. PGPRC owns the process plant and is responsible for the sale of all gold. PGPRC and FRC have a contractual relationship, which includes PGPRC purchasing all of the ore production from FRC at a price equal to the cost for the ore plus a predetermined margin. For accounting purposes, this contractual relationship gives the Company control to consolidate FRC.

The Company’s 50% interest in the Gramalote Project located in Colombia operates as an incorporated joint arrangement with AngloGold Ashanti Limited (“AngloGold”). This joint arrangement is accounted for as a joint operation (Note 7). The Company and AngloGold jointly control the operations of the Gramalote Project. The Company consolidates its share of the assets and liabilities of this joint operation.

B2GOLD CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020 and 2019
(All tabular amounts are in thousands of United States dollars unless otherwise stated)

The Company's interest in Calibre Mining Corp. ("Calibre", see Note 7) is accounted for as an investment in associate. The Company does not control this entity, but does exert significant influence over its operations. The Company accounts for its interest in this associate using the equity method.

The Company established a trust arrangement under its Incentive Plan (Note 11) for the benefit of its directors, officers, employees and service providers. The Company consolidates this trust as it has the power to control its financial and operating policies and obtain the benefits from its activities.

Investments in joint arrangements and associates

A joint arrangement is a contractual arrangement whereby two or more parties undertake an economic activity that is subject to joint control. Joint control is the contractually agreed sharing of control of an arrangement, which exists only when decisions about the relevant activities require the unanimous consent of the parties sharing control.

The Company considers whether a joint arrangement is a joint operation or joint venture. The parties to a joint operation have the rights to the underlying assets and are exposed to the underlying liabilities of the joint arrangement. The Company accounts for investment in joint operations by consolidating its share of the operations underlying assets, liabilities, revenues and expenses. The parties to a joint venture have an interest in the underlying net assets of the joint arrangement. Investments in joint ventures are accounted for using the equity method. The equity method involves recording the initial investment at cost. Additional funding into an investee is recorded as an increase in the carrying value of the investment. The carrying amount is adjusted by the Company’s share of post-acquisition net income or loss, dilution gains or losses (resulting from changes in ownership interest), depreciation or amortization.

An associate is an entity over which the Company has significant influence, but not control. Investments in associates are also accounted for using the equity method.

Foreign currency translation

Functional and presentation currency

Items included in the financial statements of each of the group’s entities are measured using the currency of the primary economic environment in which the entity operates (“the functional currency”). The consolidated financial statements are presented in United States dollars, which is the group’s presentation currency. The Company’s mining operations operate within an economic environment where the functional currency is the United States dollar. References to "$" or "US$" are to United States dollars, while references to "Cdn. $" are to Canadian dollars.

Transactions and balances

Transactions denominated in foreign currencies are translated into the United States dollar as follows:

•Monetary assets and liabilities are translated at the rates of exchange at the Consolidated Balance Sheet date;

•Non-monetary assets and liabilities are translated at historical exchange rates prevailing at each transaction date;

•Revenue and expenses are translated at the exchange rate at the date of the transaction, except depreciation, depletion and amortization, which are translated at historical exchange rates, and share-based compensation expense, which is translated at the rates of exchange applicable at the date of grant of the share-based compensation; and

•Exchange gains and losses on translation are included in earnings. When the gain or loss on certain non-monetary items, such as long-term investments classified as fair value through other comprehensive income (“OCI”) is recognized in OCI, the translation differences are also recognized in OCI.

Group companies

For any subsidiaries or joint ventures whose functional currency differs from the United States dollar, foreign currency balances and transactions are translated into the United States dollar as follows:

•Assets and liabilities are translated at the rates of exchange at the Consolidated Balance Sheet date;

•Revenue and expenses are translated at average exchange rates throughout the reporting period or at rates that approximate the actual exchange rates; items such as depreciation are translated at the monthly average exchange rate; and

•Exchange gains and losses on translation are included in OCI.

B2GOLD CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020 and 2019
(All tabular amounts are in thousands of United States dollars unless otherwise stated)

The exchange gains and losses are recognized in earnings upon the substantial disposition, liquidation or closure of the entity that gave rise to such amounts.

Financial instruments

The Company recognizes financial assets and liabilities on the Consolidated Balance Sheet when the Company becomes party to the contractual provisions of the instrument.

Cash and cash equivalents

Cash and cash equivalents include cash on hand, deposits held with banks, and other short-term highly liquid investments with original maturities of three months or less. Cash and cash equivalents are classified as financial assets and subsequently measured at amortized cost.

Accounts receivable, accounts payable and accrued liabilities

Accounts receivable, accounts payable and accrued liabilities are non-interest bearing and are initially measured at fair value, subsequently recorded at amortized cost which approximates fair value due to the short term to maturity. Where necessary, accounts receivable are net of expected credit losses. Accounts receivable are classified as financial assets subsequently measured at amortized cost and accounts payable and accrued liabilities are classified as financial liabilities and subsequently measured at amortized cost.

Long-term investments

Equity investments in entities that are not subsidiaries, joint ventures or investments in associates are designated fair value through profit and loss ("FVTPL") unless they are irrevocably designated, on an individual basis, as fair value through other comprehensive income ("FVOCI"). These investments are measured at fair value on acquisition and at each reporting date. Any unrealized holding gains and losses related to long-term investments designated as FVOCI are excluded from net earnings and are included in OCI. Upon disposal, any accumulated gains and losses remain in equity.

Lease liabilities

Lease liabilities are interest bearing and are initially measured at the present value and subsequently recorded at amortized cost.

Debt

The Company initially recognizes all financial liabilities at fair value and classifies them as subsequently measured at either FVTPL or amortized cost, as appropriate. For debt subsequently measured at amortized cost, the effective interest rate method is used. Debt classified as FVTPL is measured at fair value on each financial period-end date with gains and losses flowing through the Consolidated Statement of Operations. For debt that is optionally classified as FVTPL, the part of the fair value change related to the Company’s own credit risk is recorded in OCI rather than the Consolidated Statement of Operations.

Derivative instruments

Derivative instruments, including embedded derivatives, are recorded at FVTPL and accordingly recorded on the balance sheet date at fair value. Unrealized gains and losses on derivatives held for trading are recorded as part of other gains or losses in earnings. Fair values for derivative instruments are determined using valuation techniques, using assumptions based on market conditions existing at the balance sheet date.

Impairment of financial assets held at amortized cost

At each reporting date, the Company measures the loss allowance for the financial asset held at amortized cost at an amount equal to the lifetime expected credit losses if the credit risk on the financial asset has increased significantly since initial recognition. If at the reporting date, the credit risk on the financial asset has not increased significantly since initial recognition, we measure the loss allowance for the financial asset at an amount equal to twelve month expected credit losses.

B2GOLD CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020 and 2019
(All tabular amounts are in thousands of United States dollars unless otherwise stated)

Derecognition of financial assets

Financial assets are derecognized when the investments mature or are sold, and substantially all the risks and rewards of ownership have been transferred. Gains and losses on derecognition of financial assets classified as FVTPL or amortized cost are recognized within other non-operating income. Accumulated gains or losses on financial assets classified as FVOCI remain within accumulated other comprehensive income.

Inventories

Gold and silver bullion, in-process and stockpile inventories are recorded at the lower of average cost and net realizable value. The cost of finished goods and work-in-progress comprises raw materials, direct labour, and other direct costs, as well as stripping in the production stage and related production overheads (based on normal operating capacity) including applicable depreciation on property, plant and equipment. Net realizable value is the estimated selling price less applicable selling expenses.

When inventories have been written down to net realizable value, a new assessment of net realizable value is made in each subsequent period. When the circumstances that caused the write down no longer exist, the amount of the write down is reversed.

Materials and supplies inventories are valued at the lower of average cost and net realizable value. Cost includes acquisition, freight and other directly attributable costs.

Mining interests

Mining interests include property, plant and equipment, mineral properties and mine development costs, deferred stripping, exploration and evaluation expenditures, capitalized borrowing costs and impairment.

Property, plant and equipment

Property, plant and equipment are recorded at cost. Repairs and maintenance expenditures are charged to operations; major improvements and replacements which extend the useful life of an asset are capitalized. Property, plant and equipment are amortized over the life of the mine using the units-of-production (“UOP”) method based on the recoverable ounces from the estimated proven and probable reserves and a portion of the measured and indicated resources that are reasonably expected to be converted to proven and probable reserves. Mobile equipment, tailings dam and equipment are depreciated on a straight-line basis over three to six years as appropriate, net of residual value. The Company allocates the amount initially recognized in respect of an item of property, plant and equipment to its significant parts and depreciates separately each such part. Residual values, method of amortization and useful lives of the assets are reviewed annually and adjusted if appropriate.

During the commissioning phase of a new mine, pre-production expenditures, net of incidental revenue, are capitalized to plant and equipment. In accordance with the amendments to IAS 16, Property, plant and equipment, for new mines commissioned on or after January 1, 2022, revenues and the associated cost of production for any items produced during the commissioning phase are recognized in the Consolidated Statement of Operations. Early adoption of the standard is also permitted, but the Company has chosen not to early adopt.

Mineral properties and mine development costs

Mineral properties and mine development costs are stated at cost less accumulated depreciation and impairment losses. When production commences, these costs are amortized using the UOP method, based on recoverable ounces from the estimated proven and probable reserves and a portion of measured and indicated resources that are reasonably expected to be converted to proven and probable reserves.

Capitalization of costs incurred ceases when the mining property is capable of operating in the manner intended by management. Costs incurred prior to this point, including depreciation of related plant and equipment, are capitalized and proceeds from sales of ounces produced during this period are offset against capitalized costs.

The Company applies judgement in its assessment of when a mine is capable of operating in the manner intended by management which takes account of the design of the mine and the nature of the initial commissioning phase of the mine.

Non-recoverable costs for projects determined not to be commercially feasible are expensed in the period in which the determination is made or when the carrying value of the project is determined to be impaired.

B2GOLD CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020 and 2019
(All tabular amounts are in thousands of United States dollars unless otherwise stated)

Deferred stripping

Stripping costs incurred during the production phase of a mine are considered production costs and are included in the cost of inventory produced during the period in which stripping costs are incurred, unless the stripping activity can be shown to be a betterment of the mineral property. Betterment occurs when stripping activity increases future output of the mine by providing access to additional reserves. Stripping costs incurred to provide access to the ore body for extraction are capitalized as mine development costs and are amortized on a UOP basis over the reserves and resources to which they relate.

Exploration and Evaluation Expenditures

The Company defers the cost of acquiring, maintaining its interest, exploring and evaluating mineral properties as exploration and evaluation until the properties are placed in production, abandoned, sold or considered to be impaired in value. Once the technical feasibility and commercial viability of the extraction of mineral reserves or resources from a particular mineral property has been determined, exploration and evaluation expenditures are reclassified to “mineral properties and mine development costs”. If no mineable ore body is discovered, such costs are expensed in the period in which it is determined the property has no future economic value. Exploration costs that do not relate to any specific property are expensed as incurred.

The establishment of technical feasibility and commercial viability of a mineral property is assessed based on a combination of factors, such as but not limited to:

•The extent to which mineral reserves or mineral resources have been identified through a feasibility study or similar level document;

•The results of optimization studies and further technical evaluation carried out to mitigate project risks identified in the feasibility study;

•The status of environmental permits; and

•The status of mining leases or permits.

In addition, commercial viability is deemed to be achieved when the Company determines that the project will provide a satisfactory return relative to its perceived risks. Ore reserves and resources may be declared for an undeveloped mining project before its commercial viability has been fully determined. Evaluation costs may continue to be capitalized during the period between declaration of reserves and approval to mine as further work is undertaken in order to refine the development case to maximize the project’s returns.

Borrowing costs

Borrowing costs attributable to the acquisition or construction of qualifying assets that take a substantial period of time to make ready for their intended use are added to the cost of the assets, until such time as the assets are substantially complete and ready for their intended use. The amount of borrowing costs capitalized cannot exceed the actual amount of borrowing costs incurred in a period. All other borrowing costs are expensed in the period in which they are incurred.

Impairment and reversals of impairment

The carrying amounts of long-lived assets are tested for impairment when events or changes in circumstances indicate that the carrying amount may not be recoverable. If there are indicators of impairment, the recoverable amount of the asset is estimated in order to determine the extent of the impairment. An impairment loss is recognized for the amount by which the asset’s carrying amount exceeds its recoverable amount and is recorded as an expense in the Consolidated Statement of Operations.

The recoverable amount is the higher of an asset’s “fair value less costs of disposal” ("FVLCD") and “value-in-use”. Where the asset does not generate cash flows that are independent from other assets, the recoverable amount of the cash-generating unit to which the asset belongs is determined. FVLCD is determined as the amount that would be obtained from the sale of the asset in an arm’s length transaction between knowledgeable and willing parties. For mining assets this would generally be determined based on the present value of the estimated future cash flows arising from the continued development, use or eventual disposal of the asset. In assessing these cash flows and discounting them to the present value, assumptions used are those that an independent market participant would consider appropriate. In assessing “value-in-use”, the estimated future cash flows expected to arise from the continuing use of the assets in their present form and from their disposal are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and risks specific to the asset.

B2GOLD CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020 and 2019
(All tabular amounts are in thousands of United States dollars unless otherwise stated)

Impairment losses are evaluated for potential reversals when events or circumstances warrant such consideration. Where an impairment loss is subsequently reversed, the amount of such reversal is limited such that, the revised carrying amount of the asset or cash-generating unit does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset or cash-generating unit in the prior years. A reversal of an impairment loss is recognized into earnings immediately.

Leases

At the inception of a contract, to determine if it contains a lease, the Company assesses whether it conveys the right to control and obtain substantially all of the economic benefits of an identified asset, for a period of time, in exchange for consideration. Where a contract contains a lease, the Company recognizes a right-of-use asset and a lease liability at the commencement date of the lease.

The right-of-use asset is measured at cost less any accumulated depreciation and impairment losses and may be adjusted for any remeasurement of the lease liability. Cost is the amount of the initial lease liability plus any initial direct costs incurred and any lease payments made at or before the commencement date less any incentives received.

The right-of-use assets are included in the cost of property, plant and equipment for the associated mining interest on the Consolidated Balance Sheet. They are depreciated, in accordance with the Company's existing accounting policy, over the shorter of the lease term or the life of the asset.

The lease liability is initially measured at the present value of future lease payments discounted at the interest rate implicit in the contract. If the implicit rate cannot be determined, the incremental borrowing rate over a similar term and with similar security for the funds necessary to obtain an asset of similar value in a similar economic environment is used. The lease payments include fixed payments less any incentives receivable, variable lease payments that depend on an index or rate and amounts expected to be paid under residual value guarantees. Where the lease contains an extension or purchase option, the costs associated with the option are included if it is reasonably expected to be exercised by the Company.

Thereafter, the amount of the lease liability is increased to reflect the accretion of interest and reduced for the lease payments made. In addition, the carrying amount of the lease liability is remeasured to reflect any modifications to the contract terms. Lease liabilities are presented as a component of debt on the Consolidated Balance Sheet.

The Company has elected not to recognize right-of-use assets and lease liabilities for contracts that have a lease term of 12 months or less or are for the use of low value assets. These contracts are recognized as an expense in the Consolidated Statement of Operations in the period the cost is incurred. In addition, for certain asset classes, the Company has elected to treat both lease and non-lease components as a single lease component for the purposes of applying IFRS 16, Leases.

Mine restoration provisions

Future obligations to retire an asset including site closure, dismantling, remediation and on-going treatment and monitoring are initially recognized and recorded as a liability based on estimated future cash flows discounted at a risk free rate. The measurement determination is based on estimated future cash flows, the current risk-free discount rate, and an estimated inflation factor. The value of restoration provisions is adjusted at each reporting period for changes to factors including the expected amount of cash flows required to discharge the liability, the timing of such cash flows and the risk-free interest rate. The liability is added to the carrying amount of the associated asset, and this additional carrying amount is depreciated over the life of the asset. The liability is accreted to full value over time through periodic charges to earnings. This unwinding of the discount is expensed in the Consolidated Statement of Operations. As reclamation work is performed or liabilities are otherwise settled, the recorded amount of the liability is reduced.

Share-based payments

The cost of stock options and other equity-settled share-based payment arrangements is recorded based on the estimated fair-value at the grant date and charged to earnings over the vesting period.

The Company grants stock options to certain employees and directors. Each tranche is considered a separate award with its own vesting period and grant date fair value. The fair value of each tranche is measured at the date of grant using the Black-Scholes option pricing model. Compensation expense is recognized over the tranche’s vesting period by a charge to earnings, with a corresponding increase to contributed surplus based on the number of awards expected to vest. The number of awards expected to vest is reviewed at least annually, with any impact being recognized immediately.

B2GOLD CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020 and 2019
(All tabular amounts are in thousands of United States dollars unless otherwise stated)

Current and deferred income taxes

Income tax comprises current and deferred tax. Income tax is recognized in the Consolidated Statement of Operations except to the extent that it relates to items recognized directly in equity, in which case the income tax is also recognized directly in equity. Taxes on income in interim periods are recorded using the tax rate that would be applicable to expected annual profit.

Current tax is the expected tax payable on taxable income for the year, using tax rates enacted or substantively enacted, at the end of the reporting period.

Deferred tax is recognized in respect of temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. Deferred income tax is determined on a non-discounted basis using tax rates and laws that have been enacted or substantively enacted at the balance sheet date and are expected to apply when the deferred tax asset or liability is reversed. Deferred tax assets are recognized to the extent that it is probable that the assets can be recovered.

Deferred income tax is provided on temporary differences arising on investments in subsidiaries and associates, except, in the case of subsidiaries, where the timing of the reversal of the temporary difference is controlled by the Company and it is probable that the temporary difference will not reverse in the foreseeable future. As an exception, deferred tax assets and liabilities are not recognized if the temporary differences arise from the initial recognition of goodwill or an asset or liability in a transaction (other than in a business combination) that affects neither accounting profit nor taxable profit.

Deferred income tax assets and liabilities are presented as non-current.

Revenue

Gold revenue is recognized when it is probable that the economic benefits will flow to the Company, delivery has occurred, the sales price is reasonably determinable and collectability is reasonably assured. These criteria are generally met at the time the product is delivered to the customer and, depending on the delivery conditions, title and the risks and rewards of ownership have passed to the customer and acceptance of the product, when contractually required, has been obtained. Gold revenue is measured based on the price specified in the sales contract at the time of sale.

Silver revenue is accounted for as a by-product and is recorded as a credit to operating costs.

Earnings per share

Basic earnings per share is calculated by dividing the net income for the year attributable to shareholders of the Company by the weighted average number of common shares outstanding during the year.

Diluted earnings per share is calculated using the treasury share method whereby all “in-the-money” options, warrants and equivalents are assumed to have been exercised at the beginning of the year and the proceeds from the exercise are assumed to have been used to purchase common shares at the average market price during the period. Diluted earnings per share excludes all dilutive potential common shares if their effect is anti-dilutive.

4Significant 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.

COVID-19 estimation uncertainty

A global pandemic related to COVID-19 was declared by the World Health Organization in March 2020. The current and expected impacts on global commerce have been and are anticipated to continue to be far-reaching. To date, globally, there has been significant volatility in commodity prices and foreign exchange rates, restrictions on the conduct of business in many jurisdictions, including travel restrictions, and supply chain disruptions. There is significant ongoing global uncertainty surrounding COVID-19 and the extent and duration of the impact that it may have.

B2GOLD CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020 and 2019
(All tabular amounts are in thousands of United States dollars unless otherwise stated)

The areas of judgement and estimation uncertainty for the Company which may be impacted include estimates used to determine recoverable reserves and resources, estimates used to determine the recoverable amounts of long-lived assets, estimates used to determine the recoverable amounts of value-added tax receivables and estimates regarding deferred income taxes and valuation allowances. The impact of COVID-19 on the global economic environment, and the local jurisdictions in which the Company operates, could result in changes to the way the Company runs its mines. These changes could result in revenues or costs being different from the Company's expectations. This impact could be material.

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 asset 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 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.

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.

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, future metal prices, production costs, quantities of proven and probable gold reserves, interest rates and foreign currency exchange

B2GOLD CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020 and 2019
(All tabular amounts are in thousands of United States dollars unless otherwise stated)

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.

Capitalization of exploration and evaluation expenditures

The application of the Company’s accounting policy for capitalization of exploration and evaluation expenditures requires judgement in determining whether the future economic benefit is likely, either through future exploitation or sale, where properties have not reached a stage which permits a reasonable assessment of the existence of reserves. The deferral policy requires management to make certain judgements and estimates about future events or circumstances, in particular whether an economically viable mine can be established. Judgements and estimates made may change if new information becomes available. If, after an expenditure is capitalized, information becomes available suggesting that the recovery of expenditure is unlikely, the amount capitalized is written off in the Consolidated Statement of Operations in the period when the new information becomes available.

Determination of control or significant influence over investees

The assessment of whether the Company has a significant influence or control over an investee requires the application of judgement when assessing factors that could give rise to a significant influence or control. Factors evaluated when making a judgement of control or significant influence over an investee include, but are not limited to, ownership percentage, representation on the board of directors, participation in the policy-making process, material transactions and contractual arrangements between the Company and the investee, interchange of managerial personnel, provision of essential technical

information and potential voting rights. In evaluating these factors, the Company determines the level of power over the investee the Company has. Changes in the Company's assessment of the factors used in determining if control or significant

influence exists over an investee would impact the accounting treatment of the investment in the investee.

Joint arrangements

The Company is party to a number of arrangements over which it has determined it does not have control. Judgement is required in determining whether joint control over these arrangements exists, which parties have joint control and whether each arrangement is a joint venture or joint operation. In assessing whether the Company has joint control, the activities of each arrangement are analysed to determine which activities most significantly affect the returns of the arrangement over its life. These activities are determined to be the relevant activities of the arrangement. If unanimous consent is required over the decisions about the relevant activities, the parties whose consent is required would have joint control over the arrangement. The judgements around which activities are considered the relevant activities of the arrangement are subject to analysis by each of the parties to the arrangement and may be interpreted differently. When performing this assessment, the Company generally considers decisions about activities such as managing the asset while it is being designed, developed and constructed, during its operating life and during the closure period. The Company may also consider other activities including, but not limited to, the approval of budgets, expansion and disposition of assets, financing, significant operating and capital expenditures, appointment of key management personnel and representation on the Board of Directors. When circumstances or contractual terms change, the Company reassesses the control group and the relevant activities of the arrangement.

If the Company has joint control over an arrangement, an assessment of whether the arrangement is a joint venture or joint operation is required. This assessment is based on whether the Company has rights to the assets, and obligations for the liabilities, relating to the arrangement or whether the Company has rights to the net assets of the arrangement. In making this determination, the Company reviews the legal form of the arrangement, the terms of the contractual arrangement and other relevant facts and circumstances. In a situation where the legal form and the terms of the contractual arrangement does not give the Company rights to the assets and obligations for the liabilities, an assessment of the other relevant facts and circumstances is required. This includes whether the activities of the arrangement are primarily designed for the provision of output to the parties and whether the parties are substantially the only source of cash flows contributing to the arrangement. The consideration of the other relevant facts and circumstances may result in the conclusion that a joint arrangement is a joint operation. This conclusion requires judgement and is specific to each arrangement.

B2GOLD CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020 and 2019
(All tabular amounts are in thousands of United States dollars unless otherwise stated)

5Accounts receivable, prepaids and other

	2020	2019
	$	$
Supplier advances	5,208	13,768
Due from associate (Note 7)	—	14,441
Prepaid expenses	4,903	2,221
Current portion of derivative instruments	3,252	—
Other receivables	7,943	7,460
	21,306	37,890

During the quarter ended March 31, 2020, the Company agreed to extend the term of the deferred consideration due from its associate, Calibre, by six months to April 15, 2021 (the consideration was discounted, see Note 7). On October 15, 2020, Calibre repaid the $16 million deferred consideration ahead of the revised schedule.

6Inventories

	2020	2019
	$	$
Gold and silver bullion	39,157	46,484
In-process inventory	7,984	10,297
Ore stock-pile inventory	71,115	62,695
Materials and supplies	119,799	98,447
	238,055	217,923

Ore stock-pile inventory includes amounts for the Fekola Mine of $44 million (2019 - $33 million), for the Otjikoto Mine of $25 million (2019 – $28 million), and for the Masbate Mine of $2 million (2019 - $2 million).

B2GOLD CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020 and 2019
(All tabular amounts are in thousands of United States dollars unless otherwise stated)

7Mining interests

	2020	2019
	$	$
Property, plant and equipment (depletable)
Fekola Mine, Mali
Cost	1,516,134	1,322,865
Accumulated depreciation and depletion	(416,559)	(258,580)
	1,099,575	1,064,285
Masbate Mine, Philippines
Cost, net of impairment	1,046,577	815,418
Accumulated depreciation and depletion	(361,438)	(295,616)
	685,139	519,802
Otjikoto Mine, Namibia
Cost	696,956	638,664
Accumulated depreciation and depletion	(371,138)	(323,152)
	325,818	315,512
Exploration and evaluation properties (pre-depletable)
Gramalote, Colombia, net of impairment	95,435	—
Kiaka, Burkina Faso	80,927	76,807
Anaconda Regional, Mali	28,991	25,450
Ondundu, Namibia	10,701	9,778
Mocoa Royalty, Colombia	10,230	10,230
Finland Properties, Finland	9,034	6,697
Bantako Nord, Mali	6,191	1,689
Uzbekistan Properties, Uzbekistan	4,131	2,164
Other	6,688	12,157
	252,328	144,972
Corporate & other
Office, furniture and equipment, net	24,160	2,160
	2,387,020	2,046,731
Investments in joint ventures and associates (accounted for using the equity method)
Gramalote, Colombia, net of impairment	—	77,265
Calibre, Nicaragua	76,235	53,471
	76,235	130,736
	2,463,255	2,177,467

Reversal of impairment on long-lived assets

Masbate

During the year-ended December 31, 2020, the long-term consensus gold price continued to be above the long-term gold price assumptions used in the Company’s reserve estimations and life-of-mine plans. Consequently, during the year-ended December 31, 2020, the Company revised its long-term gold price estimate to $1,500 per ounce of gold. The increase in the long-term gold price was an indicator of impairment reversal. The Company performed an impairment reversal test on the Masbate Mine cash-generating unit (“CGU”) as at September 30, 2020.

B2GOLD CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020 and 2019
(All tabular amounts are in thousands of United States dollars unless otherwise stated)

The carrying values of the Masbate Mine property, plant and equipment were compared to the mine’s recoverable amount which was determined to be its FVLCD at September 30, 2020. To estimate the recoverable amount of the Masbate Mine’s CGU for impairment reversal, the Company utilized a discounted cash flow model incorporating estimates and assumptions that included such factors as reserves and resources, future production levels, metallurgical recovery estimates, operating and capital costs, future metal prices and the discount rate. Management’s estimate of the FVLCD of its CGUs is classified as level 3 in the fair value hierarchy. The Company’s estimate of future cash flows is subject to risks and uncertainty and, therefore, could change in the future if the underlying assumptions change.

Key assumptions used for the impairment tests were:

	2020	2019
Long-term gold price	1,500/ounce	1,350/ounce
Silver price	17/ounce	17/ounce
Estimated final year of production	2036	2036
Discount rate	5	5

All values are in US Dollars.

The Company concluded that the carrying values of the Masbate Mine property, plant and equipment at September 30, 2020 was lower than the FVLCD and, combined with the previous impairment reversal, resulted in a complete reversal of the remainder of the original impairment loss recorded in 2014. After reflecting the amount of depreciation that would have been recorded had the assets not been impaired, the Company recorded a pre-tax impairment reversal of $174 million in the Consolidated Statement of Operations for the year. The net impairment reversal recorded in the Consolidated Statement of Operations for the year, after taking into account a deferred income tax expense of $52 million, was $122 million.

Sensitivities

The recoverable amount for the Masbate Mine CGU is most sensitive to changes in the long-term gold price and the discount rate. A decrease in the long-term gold price would have resulted in the Company making amendments to the mine plans that would partially offset the effect of a lower long-term gold price through lower operating and capital costs. Ignoring the impact on the life-of-mine plans, in isolation, a $100 per ounce decrease in the long-term gold price assumption would not have resulted in any change in the impairment reversal as there is sufficient headroom in the model to offset the impact of the reduction. A 50 basis point increase in the discount rate would also have resulted in no change to the impairment reversal.

Mineral interest updates

Gain on disposal of Nicaraguan Group

On October 15, 2019, the Company completed the sale of El Limon Mine, La Libertad Mine and other additional concessions in Nicaragua (collectively, the "Nicaraguan Group") to Calibre for consideration measured at $116 million (net of transaction costs), including settlement for certain working capital items. The measurement of the consideration was as follows:

•$40 million received in cash upon the closing of the transaction;

•$40 million in the form of 87,986,666 shares in Calibre (valued at Cdn. $0.60 per share using a foreign exchange rate of Cdn. $1.32 to $1) issued upon closing;

•$10 million deferred consideration payable one year from closing in either cash or shares measured at $9 million after discounting using the Company's estimate of Calibre's borrowing rate of 9.75%;

•$10 million in a 2 years convertible debenture bearing interest at 2% per annum, convertible at the option of B2Gold at a conversion price equal to Cdn. $0.75. The debenture was also convertible at the option of Calibre at a conversion price equal to Cdn. $0.81 providing the ten day volume-weighted average share price of Calibre shares is above the conversion price. In either scenario, the number of shares to be issued is adjusted based on the US $ / Cdn. $ exchange rate on the conversion date. The Company determined that the fair value of the debenture is equal to its face value; and

•$18 million for the working capital settlement, $13 million received 15 business days after closing and $5 million ($5 million after discounting at the estimated borrowing rate of 9.75%) payable one year from closing (Note 5). The working capital payment covers local cash, the book value of accounts receivable and prepaid expenses and the fair value of in-circuit, dore and bullion inventory.

B2GOLD CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020 and 2019
(All tabular amounts are in thousands of United States dollars unless otherwise stated)

The gain on the disposal of the Nicaraguan Group was $40 million, as outlined below:

	$
Proceeds from sale:
Cash consideration, received upon closing	40,000
Common shares of Calibre, issued upon closing	39,997
Cash consideration, one year from closing discounted at 9.75%	9,112
Convertible debenture	10,000
Working capital settlement, receivable portion discounted at 9.75%	17,867
Transaction costs	(1,303)
Total proceeds from sale, net of transaction costs	115,673
Total assets sold	165,751
Total liabilities sold	(90,207)
Net assets sold	75,544
Gain on sale of Nicaraguan Group	40,129

Operating results of Nicaraguan Group

In accordance with IFRS 5, Non-current assets held for sale and discontinued operations, the Nicaraguan Group has been accounted for as a discontinued operation for the year ended December 31, 2019. The results of the Nicaraguan Group for the period to the date of sale have been presented as discontinued operations in the Consolidated Statement of Operations and the Consolidated Statement of Cash Flows. The following outlines the operating results of the Nicaraguan Group for the period ended October 14, 2019:

	2019
	$
Gold revenue	162,010
Cost of sales
Production costs	(111,403)
Depreciation and depletion	(17,685)
Royalties and production taxes	(5,727)
Total cost of sales	(134,815)
Gross profit	27,195
General and administrative	(3,237)
Share-based payments	(1,827)
Community relations	(1,574)
Foreign exchange losses	(1,107)
Other	(507)
Operating income	18,943
Interest and financing expense	(872)
Other	170
Income before taxes	18,241
Current income tax, withholding and other taxes expense	(7,995)
Deferred income tax expense	(3,264)
Net income from discontinued operations	6,982
B2GOLD CORP.
---
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020 and 2019
(All tabular amounts are in thousands of United States dollars unless otherwise stated)

Investment in associate

Subsequent to the disposal of the Nicaraguan Group, the Company owned approximately 30.1% of the outstanding common shares of Calibre. The Company determined that, effective October 15, 2019, it had significant influence over the decision-making process of Calibre as a result of the increase in share ownership and having an executive of the Company sit on Calibre's Board of Directors. Consequently, the Company is using the equity basis of accounting to account for this investment. The Company adjusts Calibre's financial results, where appropriate, to give effect to uniform accounting policies.

In November 2019, Calibre exercised its right to redeem the outstanding principal amount owing pursuant to the convertible debenture issued by Calibre to the Company as part of the purchase consideration. Accordingly, the Company received an additional 17,618,667 common shares of Calibre, thereby increasing the Company's ownership interest to approximately 33.8% of the outstanding common shares of Calibre at December 31, 2019. Due to subsequent stock issuance by Calibre, the Company's ownership interest has now diluted to 33.2%

Calibre is a Canadian gold mining and exploration company with two 100%-owned operating gold mines in Nicaragua. Calibre's head office is located in Canada and is a public company listed on the Toronto Stock Exchange. The trading price of Calibre on December 31, 2020 was Cdn $2.42 per share which corresponds to a quoted market value of $211 million (at a closing exchange rate of Cdn $1.28 per US$) for the Company's investment in Calibre.

The following table summarizes the change in the carrying amount of the Company's investment in associate:

	$
Balance at December 31, 2018	—
Transfers from long-term investments (Note 8)	2,421
Shares issued in consideration for Nicaraguan Group	39,997
Shares issued upon conversion of convertible debenture	9,939
Share of net income for the year	1,114
Balance at December 31, 2019	53,471
Share of net income for the year	22,167
Gain on dilution	597
Balance at December 31, 2020	76,235

The equity accounting for Calibre is based on its published results to September 30, 2020 and an estimate of results for the period of October 1, 2020 to December 31, 2020. The following is a summary of the Condensed Interim Consolidated Balance Sheet of Calibre at September 30, 2020 on a 100% basis: Current assets - $101 million, non-current assets - $226 million, total assets - $327 million, current liabilities - $42 million, non-current liabilities - $83 million and net assets - $202 million. The following is a summary of the Condensed Interim Consolidated Statement of Operations of Calibre for the nine months ending September 30, 2020 on a 100% basis: Revenues - $163 million, production costs - $72 million, royalties and production taxes - $7 million, depreciation and depletion - $9 million, general and administrative expense - $6 million, stock-based compensation - $5 million, care and maintenance costs - $7 million, current income tax expense - $10 million, deferred income tax expense $7 million and net income - $40 million. The Company's equity share of Calibre's estimated net income for the year ended December 31, 2020 was $22 million (from October 15 to December 31, 2019 was $1 million).

Toega

On April 28, 2020, the Company and its 10% partner GAMS-Mining F&I Ltd ("GAMS") entered into a definitive agreement with West African Resources Limited ("West African") for the sale of the Toega property located in Burkina Faso. The purchase consideration, due 90% to B2Gold and 10% to GAMS, consists of: an initial non-refundable cash payment of $10 million; a further payment of $10 million in cash or shares due upon completion of a feasibility study within 2 years (at which time the permits comprising the Toega project will be transferred to West African); production payments of $25 million in the form of a 3% net smelter returns ("NSR") royalty on production from the Toega project area; and a further 0.5% NSR royalty (to commence after the 3% NSR outlined above has been fully paid) which is capped at 1.5 million ounces.

As a result of the transaction, the Company's $9 million share of the non-refundable cash payment has been credited to the carrying value of the mineral property and the remaining value of the Toega property of $12 million (December 31, 2019 - $22 million) has been classified as an asset held for sale on the Consolidated Balance Sheet at December 31, 2020.

B2GOLD CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020 and 2019
(All tabular amounts are in thousands of United States dollars unless otherwise stated)

Gramalote

On December 23, 2019, the Company and AngloGold entered into an amended and restated shareholders agreement for the Gramalote Project in Colombia. Under the revised agreement, B2Gold agreed to sole fund the first $13.9 million of 2020 budgeted expenditures on the Gramalote Project in Colombia, following which B2Gold and AngloGold will each hold a 50% ownership interest in the joint arrangement ($10.9 million of the sole fund amount) and B2Gold would continue its role of manager of the Gramalote joint arrangement, which it assumed on January 1, 2020 ($3 million of the sole fund amount). During the year ended December 31, 2020, the Company completed its sole-funding of the full $13.9 million, and the Company's interest in the joint arrangement was increased to 50% effective June 30, 2020. As a result of this and other changes in the amended shareholder agreement the Company determined that the Gramalote Project met the definition of a Joint Operation in accordance with IFRS 11, Joint Arrangements, effective June 30, 2020, and the Company has consolidated its share of the assets and liabilities of the Gramalote Project from this date. Each of B2Gold and its partner AngloGold Ashanti are now funding their share of expenditures pro rata.

Other

During the year-ended December 31, 2020, the Company wrote-off $11 million relating to non-core properties in Mali, Burkina Faso, Botswana and Ghana (2019 - $7 million).

8Other assets

	2020	2019
	$	$
Low-grade stockpile	28,322	24,153
Reclamation deposits	19,099	6,653
Debt service reserve account (Note 9)	9,805	11,783
Long-term investments	9,354	2,816
Deferred financing costs	5,449	—
Loan receivable, including accrued interest	—	3,984
Other	4,467	226
	76,496	49,615

9Long-term debt

	2020	2019
	$	$
Revolving credit facility:
Principal amount	—	200,000
Less: unamortized transaction costs	—	(7,713)
	—	192,287
Equipment loans/finance lease obligations:
Fekola equipment loan facilities (net of unamortized transaction costs)	71,261	43,061
Masbate equipment loan facility (net of unamortized transaction costs)	7,254	10,799
Otjikoto equipment loan facility (net of unamortized transaction costs)	—	5,973
Lease liabilities	31,507	9,731
	110,022	69,564
	110,022	261,851
Less: current portion	(34,111)	(26,030)
	75,911	235,821
B2GOLD CORP.
---
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020 and 2019
(All tabular amounts are in thousands of United States dollars unless otherwise stated)

The following is a continuity schedule of the Company's debt balances:

	Revolving credit facility	Equipment loans	Lease Liabilities	Nicaraguan equipment loans	Total
	$	$	$	$	$
Balance at December 31, 2018	395,822	81,129	2,186	398	479,535
Adoption of IFRS 16	—	—	7,535	—	7,535
Drawdowns	—	3,463	—	—	3,463
Lease liabilities incurred	—	—	2,219	—	2,219
Debt repayments	(200,000)	(24,140)	(3,146)	(316)	(227,602)
Foreign exchange losses	—	(1,213)	319	—	(894)
Deferred transaction costs incurred	(5,574)	—	—	—	(5,574)
Non-cash interest and financing expense	2,039	594	618	—	3,251
Debt sold with Nicaraguan Group	—	—	—	(82)	(82)
Balance at December 31, 2019	192,287	59,833	9,731	—	261,851
Drawdowns	250,000	42,065	—	—	292,065
Lease liabilities incurred	—	—	22,879	—	22,879
Debt repayments	(450,000)	(28,445)	(3,637)	—	(482,082)
Foreign exchange losses	—	5,054	1,270	—	6,324
Reclass of deferred financing costs to other assets (Note 8)	6,018	—	—	—	6,018
Deferred transaction costs incurred	—	(649)	—	—	(649)
Non-cash interest and financing expense	1,695	657	1,264	—	3,616
Balance at December 31, 2020	—	78,515	31,507	—	110,022
Less: current portion	—	(29,815)	(4,296)	—	(34,111)
	—	48,700	27,211	—	75,911

Revolving credit facility

On May 10, 2019, the Company entered into a revised revolving credit facility ("RCF") agreement with its existing syndicate of banks plus one new lender. The maximum available for drawdown under the facility was increased from $500 million to $600 million with an accordion feature, available on the receipt of additional binding commitments, for a further $200 million.

The RCF bears interest on a sliding scale of between LIBOR plus 2.125% to 2.75% based on the Company’s consolidated net leverage ratio. Commitment fees for the undrawn portion of the facility are also on a similar sliding scale basis of between 0.478% and 0.619%. The term of the RCF is four years, maturing on May 9, 2023. Transaction costs on the RCF of $9 million are being amortized over the remainder of the facility term.

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 December 31, 2020, the Company was in compliance with these debt covenants.

At December 31, 2020, the Company had drawn $nil on the RCF with the entire facility of $600 million remaining available for future drawdowns.

B2GOLD CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020 and 2019
(All tabular amounts are in thousands of United States dollars unless otherwise stated)

Fekola equipment loan facilities

During 2016, the Company entered into a Euro 71 million term equipment facility (the "first equipment facility") with Caterpillar Financial SARL, as Mandated Lead Arranger, and Caterpillar Financial Services Corporation, as original lender. The aggregate principal amount of up to Euro 71 million was available to the Company’s subsidiary, Fekola SA (the “Borrower”) to finance or refinance the mining fleet and other mining equipment at the Company's Fekola Mine in Mali. During the year ended December 31, 2019, the Company drew down the final Euro 2 million or $2 million equivalent under the first equipment facility.

The Company is required to maintain a deposit in a debt service reserve account (“DSRA”) equal at all times to the total of the principal, interest and other payments that become payable over the next six months. At December 31, 2020, the balance in the DSRA account was Euro 8 million ($10 million equivalent). At December 31, 2019, the balance in the DSRA account was Euro 8 million ($9 million equivalent).

Each equipment loan under the first equipment facility is repayable in 20 equal quarterly installments. The final repayment date shall be five years from the first disbursement under each equipment loan. The interest rate on each loan is a rate per annum equal to EURIBOR plus a margin of 5.10%. The Company and the Company’s subsidiary, Mali Mining Investments Limited, have guaranteed the first equipment facility and security is given over the equipment of the Borrower which has been financed by the first equipment facility, related warranty and insurance, and over the DSRA.

On September 29, 2020, the Company entered into a second term equipment facility (the "second equipment facility") with Caterpillar Financial Services Corporation for aggregate principal amount of up to the Euro equivalent of $40 million. The second equipment facility is available to the Company’s majority-owned subsidiary, Fekola SA (the “Borrower”) to finance or refinance up to 75% of the cost of the mining fleet and other mining equipment at the Company's Fekola Mine in Mali. The second equipment facility is available from the date of the agreement and ends on the earlier of the day when the new equipment facility is fully drawn and 12 months from date of the agreement. The second equipment facility may be drawn in installments of not less than Euro 5 million, and each such installment shall be treated as a separate equipment loan. On October 26, 2020, the Borrower drew down the entire amount under the new equipment facility for proceeds of Euro 36 million.

Each equipment loan is repayable in 20 equal quarterly installments. The final repayment date shall be five years from the first disbursement under each equipment loan. The interest rate on each loan is a rate per annum equal to EURIBOR plus a margin of 4.25%. The Company and its wholly-owned subsidiary, Mali Mining Investments Limited, have guaranteed the second equipment facility and security is given over the equipment of the Borrower which has been financed by the second equipment facility, related warranty and insurance. There is no requirement to maintain a DSRA for the second equipment financing.

Otjikoto equipment loan facility

On March 30, 2020 the Company elected to voluntarily repay the outstanding balance on the Otjikoto equipment loan facility. The facility had an interest rate of LIBOR plus a margin of 3.85% on loans advanced under the facility and a commitment fee of 1.2% per annum on the undrawn balance of the facility, each payable quarterly.

The Company was required to maintain a deposit in a DSRA equal at all times to the total of the principal, interest and other payments that become payable over the next 6 months. At December 31, 2020, the balance in the DSRA had been entirely released (December 31, 2019 balance was $2 million).

Masbate equipment loan facility

On June 1, 2017, the Company entered into an $18 million term equipment facility with Caterpillar Financial Services Philippines Inc. The aggregate principal amount is available to the Company’s Philippines subsidiaries to finance or refinance the mining fleet and other mining equipment at the Company's Masbate Mine. During the year ended December 31, 2019, the Company drew down the final $1 million under the facility.

Each equipment loan is repayable in 20 equal quarterly installments. The final repayment date shall be five years from the first disbursement under each equipment loan. The interest rate on each loan is a rate per annum equal to LIBOR plus a margin of 3.85%. The Company has guaranteed the equipment facilities and security is given over the equipment of the Borrower which has been financed by the equipment facility.

B2GOLD CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020 and 2019
(All tabular amounts are in thousands of United States dollars unless otherwise stated)

Lease liabilities

For the year ended December 31, 2020, the Company recognized depreciation expense of $3 million (2019 - $2 million) on right-of-use assets recognized under IFRS 16, Leases in the Consolidated Statement of Operations and made payments on these leases of $4 million (2019 - $3 million).

The expected timing of undiscounted lease payments at December 31, 2020 for leases accounted for under IFRS 16 is as follows:

	$
Less than one year	3,291
One to five years	14,145
More than five years	20,884
	38,320

For the year ended December 31, 2020, payments totalling $4 million (2019 - $4 million) relating to short-term leases (those with a term of 12 months or less) and $10 million (2019 - $45 million) relating to variable lease payments (including both lease and non-lease components) have been expensed in the Consolidated Statement of Operations, including those during the year-ended December 31, 2019 related to the Nicaraguan Group included as part of income from discontinued operations during that period. During the year ended December 31, 2020, the Company recognised new leases totalling $23 million primarily related to new corporate office space. The valuation of the new office lease was based on an initial term of 10 years plus one 5 year extension with average annual rental payments of approximately $2 million per year.

The following table summarizes the Company’s scheduled debt repayments on its outstanding debt as at December 31, 2020:

	2021	2022	2023	2024	2025	Total
	$	$	$	$	$	$
Fekola equipment loan facilities:
Principal	26,301	19,392	11,101	8,965	7,267	73,026
Interest (estimated)	3,230	1,953	1,143	631	170	7,127
Masbate equipment loan facility:
Principal	3,513	3,076	766	106	—	7,461
Interest (estimated)	397	167	26	2	—	592
Lease liabilities
Principal	3,955	3,204	2,678	2,186	1,377	13,400
Interest (estimated)	29	12	—	—	—	41
	37,425	27,804	15,714	11,890	8,814	101,647

During the year ended December 31, 2020, the Company entered into an additional binding rental agreement for office space. The lease has a term of 10 years expected to begin in 2022 with annual rental payments of approximately $2 million per year.

10Mine restoration provisions

The Company’s mine restoration provisions consist primarily of costs associated with mine reclamation and closure activities. These activities, which are site specific, generally include costs for earthworks, including detoxification and recontouring, revegetation, water treatment and demolition. In calculating the present value of the Company’s mine restoration provisions as at December 31, 2020, management used a risk-free rate applicable to each location’s functional currency ranging from 0.94% to 1.25% and an inflation rate of 2.3%. The undiscounted cash flows, before inflation adjustments, estimated to settle the mine restoration provisions was approximately $89 million at December 31, 2020 (2019 - $73 million). Due to the nature of mine closure plans, cash expenditures are expected to occur over a significant period of time with the majority of the expenditures expected to occur in the years from 2030 to 2046.

B2GOLD CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020 and 2019
(All tabular amounts are in thousands of United States dollars unless otherwise stated)

The following table shows the movement in the provision for mine restoration provisions:

	2020	2019
	$	$
Balance, beginning of year	75,419	117,221
Reclamation spending at continuing operations	(425)	(124)
Reclamation spending at discontinued operations	—	(1,016)
Accretion expense	917	2,459
Change in obligation	28,371	9,790
Obligations sold with Nicaraguan Group (Note 7)	—	(52,911)
Balance, end of year	104,282	75,419

11Share capital

The Company’s authorized share capital consists of an unlimited number of common shares and an unlimited number of preferred shares. As at December 31, 2020, the Company had 1,051,138,175 common shares outstanding, including 1,705,000 common shares held in trust under the Company’s Incentive Plan (described below). No preferred shares were outstanding.

On March 23, 2020, the Company paid a dividend of $0.01 per share totaling, $10 million. On July 7, 2020, the Company paid a second dividend of $0.02 per share, totaling $21 million. On September 30, 2020, the Company paid a third dividend of $0.04 per share, totaling $43 million. On December 18, 2020, the Company paid a fourth dividend of $0.04 per share, totaling $42 million. The total dividends of $116 million for the year ended December 31, 2020 have been recognized in retained earnings in the Consolidated Statement of Changes in Equity during the period. On December 13, 2019, the Company paid a dividend of $0.01 per share. The total dividend of $10 million was recognized in retained earnings in the Consolidated Statement of Changes in Equity during the year ended December 31, 2019.

Subsequent to December 31, 2020, on February 23, 2021, B2Gold’s Board of Directors declared a cash dividend for the first quarter of 2021 of $0.04 per common share, payable on March 16, 2021 to shareholders of record as of March 8, 2021.

During 2020, the Company received $45 million (2019 - $72 million) pursuant to the exercise of 19 million (2019 – 34 million) stock options. Cash proceeds for the year ended December 31, 2020 were $46 million and also included proceeds of $1 million from options exercised during 2019 but for which the shares were still pending issuance at December 31, 2019.

Stock options

During 2020, 395,000 stock options were granted to employees with exercise prices ranging from Cdn. $5.02 to Cdn. $8.53 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 $1 million is being recognized 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 1.6%, an expected life of approximately 3 years, an expected volatility of approximately 45% and a dividend yield rate of approximately 1%.

During 2019, approximately 5 million stock options were granted to employees and directors with exercise prices ranging from Cdn. $3.30 to Cdn. $4.65 per share. These stock options have a term of up to ten years and vest over a period of up to eight years. The estimated fair value when granted of these options totalling $7 million is being recognized 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 1.9%, an expected life of up to 10 years, an expected volatility of approximately 54% and a dividend yield rate of nil or 1% depending on the timing of the grant.

Option pricing models require the input of highly subjective assumptions regarding the expected volatility. Changes in assumptions can materially affect the fair value estimate.

For the year ended December 31, 2020, share-based payments expense, relating to the vesting of stock options, was $5 million (2019 - $9 million), net of $0 million (2019 - $2 million) capitalized to mining interests and $0 million (2019 - $2 million) included in the results from discontinued operations.

B2GOLD CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020 and 2019
(All tabular amounts are in thousands of United States dollars unless otherwise stated)

A summary of changes to stock options outstanding is as follows:

	Number of<br>outstanding<br>options	Weighted-<br>average<br>exercise price
	(‘000’s)	(in Cdn.$)
Outstanding at December 31, 2018	67,632	2.96
Granted	4,764	4.28
Exercised	(35,340)	2.78
Forfeited or expired	(990)	3.42
Outstanding at December 31, 2019	36,066	3.29
Granted	395	6.21
Exercised	(19,265)	3.11
Forfeited or expired	(343)	3.48
Outstanding at December 31, 2020	16,853	3.56

During 2020, 19 million (2019 – 35 million) stock options were exercised. The weighted average share price at the time of exercise was Cdn. $7.12 (2019 – Cdn. $4.41).

Stock options outstanding and exercisable as at December 31, 2020 are as follows:

Range of exercise prices<br>(in Cdn. $)	Number of outstanding options<br>(‘000’s)	Weighted- average years to expiry	Weighted-average exercise price<br>(in Cdn. $)	Number of exercisable options<br>(‘000’s)	Weighted-average exercise price<br>(in Cdn. $)
1.12 – 1.99	1,043	0.10	1.12	1,043	1.12
2.00 – 2.99	33	2.75	2.94	20	2.94
3.00 – 3.99	11,949	2.31	3.41	8,856	3.42
4.00 - 4.99	3,499	7.82	4.56	330	4.26
5.00 – 8.53	329	4.27	6.34	—	—
	16,853	3.36	3.56	10,249	3.21

Restricted share unit plan

The Company has a Restricted Share Unit Plan (the “RSU Plan”) whereby restricted share units (“RSUs”) may be granted to directors, executive officers and employees of the Company. The RSU Plan reflects the Company’s commitment to a long term incentive compensation structure that aligns the interests of its directors, executive officers and employees with the interests of its shareholders. Once vested, each RSU is redeemable for one common share entitling the holder to receive the common share for no additional consideration.

During the year ended December 31, 2020, the Company granted approximately 2 million (2019 – 3 million) RSUs to executive officers and employees of the Company. One-third of the RSUs vested one year from the grant date, another one-third will vest two years from the grant date with the remainder vesting three years from the grant date. The total estimated fair value of the RSU granted was approximately $6 million (2019 - $8 million) based on the market value of the Company’s shares at the grant date. The fair value of each RSU is recorded as a share-based payments expense (and either charged to operations or capitalized to mining interests) over the vesting period.

For the year ended December 31, 2020, share-based payments expense relating to the vesting of RSUs was $7 million (2019 - $6 million).

B2GOLD CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020 and 2019
(All tabular amounts are in thousands of United States dollars unless otherwise stated)

Summary of changes to RSUs outstanding:

	Number of<br>outstanding<br>RSUs
	(‘000’s)
Outstanding at December 31, 2018	2,054
Granted	2,963
Vested and converted to common shares	(1,083)
Outstanding at December 31, 2019	3,934
Granted	1,777
Vested and converted to common shares	(1,473)
Reinvested dividend equivalents	96
Outstanding at December 31, 2020	4,334

Incentive plan

On June 29, 2007, the Company established the B2Gold Incentive Plan (the “Incentive Plan”) for the benefit of directors, officers, employees and service providers of the Company and issued to the trustees of the Incentive Plan options to acquire 4,955,000 common shares. On October 12, 2007, following the exercise of these options, an aggregate of 4,955,000 common shares were issued to and paid for by the trustees of the Incentive Plan. These shares were held in trust by the trustees pursuant to the terms of the Incentive Plan. The Company is required under IFRS to consolidate the trust. The Company recognizes a share-based compensation expense with respect to these incentive shares, when these shares are granted to the ultimate beneficiaries by the trust. As at December 31, 2020, there are 1,705,000 common shares remaining in the trust.

Deferred share unit plan

The Company has a Deferred Share Unit plan (the "DSU plan") for the benefit of the directors of the Company. Pursuant to the plan, eligible directors can elect to receive all or part of their total cash compensation in the form of deferred share units ("DSUs"). The number of DSUs granted to an eligible director is determined by dividing the portion of the compensation to be paid in DSUs by the volume weighted average trading price of the common shares on the stock exchange on which the majority of the volume of trading of the shares occurred over the relevant period for the five trading days immediately preceding the date of grant. In addition, the Board may, at its discretion, grant additional DSUs to plan participants. Each eligible director is required to hold DSUs received until the eligible director ceases to be a director of the Company, following which the DSUs will be settled in cash.

For the year ended December 31, 2020, the Company issued 360,000 DSUs (2019 - 346,000) with a fair market value of $1 million (2019 - $1 million) to directors of the Company. For the year ended December 31, 2020, share-based payments expense relating to DSUs was $3 million (2019 - $2 million).

Performance share unit plan

During the year ended December 31, 2019, the Company established a Performance Share Unit plan (the "PSU plan") for the benefit of officers, employees and other eligible consultants. Under the plan, eligible participants will receive shares based on the achievement of certain defined performance measures over a defined period of time. The number of shares receivable shall be 0% to 200% of the performance share units ("PSUs") awarded, with the factor applied being dependent on the extent to which the defined performance measures have been achieved.

On March 17, 2020, the Company granted approximately 2 million PSUs to employees. The number of shares to be issued will be 0% to 200% of the number of PSUs depending on total shareholder return compared to a group of peer companies over the period January 1, 2020 to December 31, 2022. The estimated fair value when granted of $8 million is being recognized over the vesting period. The fair value was calculated using a risk-neutral Monte Carlo simulation based on a correlated Geometric Brownian Motion. The model used historical share price volatility ranging from 25% to 68% for the group, a Canadian risk-free annual interest rate of 0.87%, and a United States risk-free annual interest rate of 0.61%.

As at December 31, 2020, 2 million PSUs had been issued under the plan.

B2GOLD CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020 and 2019
(All tabular amounts are in thousands of United States dollars unless otherwise stated)

Earnings per share

The following is the calculation of net income from continuing operations and diluted net income from continuing operations attributable to shareholders of the Company:

	2020	2019

Net income from continuing operations
Non-controlling interests	(44,350)	(22,459)
Net income and diluted net income from continuing operations (attributable to shareholders of the Company)
Income from discontinued operations attributable to shareholders of the Company
Net income and diluted net income (attributable to shareholders of the Company)

All values are in US Dollars.

The following is the calculation of diluted weighted average number of common shares outstanding for the year:

	2020	2019
	$	$
Basic weighted average number of common shares outstanding (in thousands)	1,043,385	1,014,100
Effect of dilutive securities:
Stock options	8,541	8,021
Restricted share units	2,461	794
Performance share units	1,915	—
Diluted weighted average number of common shares outstanding (in thousands)	1,056,302	1,022,915

The following is the basic and diluted earnings per share from continuing operations:

	2020	2019

Earnings per share from continuing operations (attributable to shareholders of the Company)
Basic
Diluted

All values are in US Dollars.

The following is the basic and diluted earnings per share:

	2020	2019

Earnings per share (attributable to shareholders of the Company)
Basic
Diluted

All values are in US Dollars.

12Prepaid Sales

In March 2016, the Company entered into Prepaid Sales transactions totalling $120 million, for the delivery of 103,266 ounces, with its RCF Bank Syndicate. During the year ended December 31, 2017, the Company entered into further Prepaid Sales contracts totalling $30 million for delivery of 25,282 ounces of gold. The Prepaid Sales, in the form of metal sales forward contracts, allowed the Company to deliver pre-determined volumes of gold on agreed future delivery dates in exchange for an upfront cash pre-payment. The full amount of the proceeds was recorded as a Prepaid Sales liability at the time of the transaction. Settlement is in the form of physical deliveries of unallocated gold from any of the Company’s mines.

During the year ended December 31, 2019, the Company delivered 25,282 ounces into contracts valued at $30 million. As the Company physically delivered ounces into the contracts, the portion of the Prepaid Sales relating to the delivered ounces

B2GOLD CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020 and 2019
(All tabular amounts are in thousands of United States dollars unless otherwise stated)

was recognized as gold revenue in the Consolidated Statement of Operations. The Company delivered into all the remaining Prepaid sales contracts during the year-ended December 31, 2019 and had no contracts outstanding.

13Non-controlling interest

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

	Fekola	Masbate	Otjikoto	Other	Total
	$	$	$	$	$
Balance at December 31, 2018	15,867	13,705	11,084	1,250	41,906
Share of net income (loss)	17,518	2,484	2,793	(336)	22,459
Interest on loan to non-controlling interest	(2,956)	—	—	—	(2,956)
Balance at December 31, 2019	30,429	16,189	13,877	914	61,409
Share of net income (loss)	35,742	113	9,856	(1,361)	44,350
Interest on loan to non-controlling interest	(3,082)	—	—	—	(3,082)
Distributions to non-controlling interest	(11,097)	—	(3,143)	—	(14,240)
Other	—	—	137	—	137
Balance at December 31, 2020	51,992	16,302	20,727	(447)	88,574

As at December 31, 2020, there is $5 million due to the State of Mali for their share of dividends declared by Fekola. This amount has been included in other current liabilities in the Consolidated Balance Sheets.

14Derivative financial instruments

Fuel derivatives

During the year ended December 31, 2020, the Company entered into additional series of forward contracts for the purchase of 81.1 million litres of gas oil and 97.0 million litres of fuel oil with scheduled settlement between May 2020 and January 2023. These derivative instruments were not designated as hedges by the Company and were recorded at FVTPL.

For the year ended December 31, 2020, the Company recorded an unrealized derivative gain of $6 million (2019 – gain of $1 million) and a realized derivative loss of $6 million (2019 - gain of $3 million) in the Consolidated Statement of Operations on these contracts.

B2GOLD CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020 and 2019
(All tabular amounts are in thousands of United States dollars unless otherwise stated)

The following is a summary, by maturity dates, of the Company’s fuel derivative contracts outstanding as at December 31, 2020:

	2021		2022		2023		Total
Forward – fuel oil:
Litres (thousands)	46,547		29,980		2,272		78,799
Average strike price	$	0.25	$	0.27	$	0.29	$	0.26
Forward – gas oil:
Litres (thousands)	43,274		27,842		2,146		73,262
Average strike price	$	0.33	$	0.34	$	0.37	$	0.33
Collars - fuel oil
Litres (thousand)	9,086		—		—		9,086
Average ceiling price	$	0.26	$	—	$	—	$	0.26
Average floor price	$	0.39	$	—	$	—	$	0.39
Collars - diesel
Litres (thousand)	6,439		—		—		6,439
Average ceiling price	$	0.40	$	—	$	—	$	0.40
Average floor price	$	0.57	$	—	$	—	$	0.57

The unrealized fair value of these contracts at December 31, 2020 was $5 million (see Note 5).

Interest rate swaps

On January 24, 2019, the Company entered into a series of interest rate swaps with a notional amount of $125 million with settlements scheduled between April 2019 and July 2021. Under these contracts, the Company receives a floating rate equal to the 3 month United States dollar LIBOR rate and pays a fixed rate of between 2.36% and 2.67%. The new interest rate swaps cancelled the existing contracts and embedded the positive unrealized fair value into the new series of contracts. The fair value of these contracts at December 31, 2020 was $(2) million. These derivative instruments were not designated as hedges by the Company and were recorded at FVTPL.

15Financial instruments

The Company’s financial assets and liabilities consist of cash and cash equivalents, accounts receivable, loan receivable, long-term investments, accounts payable and accrued liabilities, fuel derivative contracts, interest rate swaps, and long-term debt.

Fair values

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.

B2GOLD CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020 and 2019
(All tabular amounts are in thousands of United States dollars unless otherwise stated)

As at December 31, 2020, the Company’s financial assets and liabilities measured at fair value are categorized as follows:

	As at December 31, 2020		As at December 31, 2019
	Level 1	Level 2	Level 1	Level 2
	$	$	$	$
Long-term investments (Note 8)	9,354	—	2,816	—
Fuel derivative contracts (Note 14)	—	4,600	—	(1,292)
Interest rate swaps (Note 14)	—	(2,059)	—	(1,504)

The fair value of the Company’s long-term investments were determined using market quotes from an active market for each investment.

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

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.

Capital risk management

The Company’s objectives when managing its capital is to ensure it will be able to continue as a going concern while maximizing the return to shareholders including the payment of dividends. The selling price of gold and minimizing production costs and capital expenditures are key factors in helping the Company reach its capital risk management objectives. The capital structure of the Company includes shareholders’ equity and debt.

Credit risk

As at December 31, 2020, the Company’s maximum exposure to credit risk was the book value of cash and cash equivalents, accounts receivable, value added and other taxes receivable, loans receivable and the carrying value of its derivative portfolio. The Company limits its credit exposure on cash and cash equivalents by holding its deposits mainly with high credit quality financial institutions as determined by credit rating agencies.

Liquidity risk

The Company manages its liquidity risk through its budgeting and forecasting process. Budgets are prepared annually and forecasts are prepared and reviewed on a regular basis, to help determine the funding requirements to support the Company’s current operations and expansion and development plans and by managing its capital structure as described above.

As at December 31, 2020, the Company had cash and cash equivalents of $480 million. Cash provided by operating activities totalled $951 million for the year ended December 31, 2020. As at December 31, 2020, the Company had a $600 million revolving credit facility of which the entire balance of $600 million is undrawn.

As at December 31, 2020, the Company had drawn down the full amount under its equipment loan facilities at Fekola and Masbate.

B2GOLD CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020 and 2019
(All tabular amounts are in thousands of United States dollars unless otherwise stated)

As at December 31, 2020, the Company’s significant commitments are disclosed in the table below. In addition, significant commitments are disclosed in Note 9 for debt repayments and Note 21 for capital expenditure commitments.

	2021	2022	2023	2024	2025	Total
	$	$	$	$	$	$
Accounts payable and accrued liabilities	89,062	—	—	—	—	89,062
Derivative liabilities	2,059	—	—	—	—	2,059
Fekola equipment loan facilities:
Principal	26,301	19,392	11,101	8,965	7,267	73,026
Interest (estimated)	3,230	1,953	1,143	631	170	7,127
Masbate equipment loan facility:
Principal	3,513	3,076	766	106	—	7,461
Interest (estimated)	397	167	26	2	—	592
Lease liabilities
Principal	3,955	3,204	2,678	2,186	1,377	13,400
Interest (estimated)	29	12	—	—	—	41
	128,546	27,804	15,714	11,890	8,814	192,768
Capital expenditure commitments	35,576	33,660	—	—	—	69,236
Commitment fees on revolving credit facility	2,869	2,869	1,489	—	—	7,227
Employee future benefits	179	179	179	179	179	895
Other liabilities	6,925	—	—	—	—	6,925
	174,095	64,512	17,382	12,069	8,993	277,051

Market risk

Market risk includes currency and price risk.

The Company’s operations in foreign countries are subject to currency fluctuations and such fluctuations may materially affect the Company’s financial position and results. The Company reports its financial results in United States dollars and incurs expenses in European euros, CFA francs, Namibian dollars, South African rand, Philippine pesos, United States dollars, Canadian dollars and Colombian pesos. As these exchange rates fluctuate against the United States dollar, the Company will experience foreign exchange gains and losses.

The Company also holds cash and cash equivalents that are denominated in non-United States dollar currencies which are subject to currency risk. As at December 31, 2020, $368 million of the Company’s $480 million in cash and cash equivalents was held in United States dollars. A 10% movement in foreign exchange rates versus the United States dollar would result in approximately a $11 million change in the Company’s cash position.

The Company maintains a portfolio of fuel derivatives and LIBOR denominated interest rate swaps that are measured at FVTPL. A 10% change in the forward price of fuel would result in a $5 million change in the value of the fuel derivative portfolio. A 10% change in interest rates would result in an insignificant change in the value of the Company's interest rate swaps.

B2GOLD CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020 and 2019
(All tabular amounts are in thousands of United States dollars unless otherwise stated)

16Income 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:

	2020	2019

Income from continuing operations before taxes	1,034,428	482,389
Canadian federal and provincial income tax rates	27.00	27.00
Income tax expense at statutory rates	279,296	130,245
Increase (decrease) attributable to:
Effects of different foreign statutory tax rates	54,294	15,997
Future withholding tax	24,300	—
Non-deductible expenditures	29,499	26,364
Losses for which no tax benefit has been recorded	4,487	527
Benefit of tax incentives	(19,185)	(11,474)
Withholding tax	13,682	7,278
Change due to foreign exchange	(23,718)	5,550
Non-taxable portions of gains	(3,073)	—
Change in accruals for tax audits	2,757	—
Amounts over provided for in prior years	(324)	(957)
Income tax expense	362,015	173,530
Current income tax, withholding and other taxes	309,913	114,449
Deferred income tax expense	52,102	59,081
Income tax expense	362,015	173,530

All values are in US Dollars.

Included in current income tax expense for the year-ended December 31, 2020, is $49 million (2019 - $20 million), 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.

During the year ended December 31, 2020, the company recorded a deferred tax expense of $24 million related to future withholding tax expected to be incurred on retained earnings the Company is planning to repatriate from its foreign subsidiaries in the foreseeable future. As a result of higher gold prices, the Company's foreign subsidiaries have begun to accumulate earnings in excess of their expected needs for reinvestment. The deferred tax expense will eventually be a current tax expense as dividends from foreign subsidiaries and the associated withholding taxes are paid.

Deferred tax liabilities of approximately $99 million (2019 – $70 million) have not been recognized on the repatriation of earnings from foreign subsidiaries where the Company controls the timing of the reversal of the temporary differences but it is probable that such differences will not reverse in the foreseeable future.

Total income tax expense attributable to geographical jurisdiction is as follows:

	2020	2019
	$	$
Mali	215,115	103,049
Philippines	83,904	46,046
Namibia	63,879	23,807
Other	(883)	628
	362,015	173,530
B2GOLD CORP.
---
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020 and 2019
(All tabular amounts are in thousands of United States dollars unless otherwise stated)

The composition of the Company’s net deferred income tax (liabilities) assets and deferred tax expense (recovery) is as follows:

	Deferred tax<br>(liabilities)/assets		Deferred income tax expense/(recovery)
	As at December 31, 2020	As at December 31, 2019	2020	2019
	$	$	$	$
Operating loss carry-forwards	21,105	13,454	(7,651)	13,794
Current assets and liabilities	5,005	7,678	2,673	(1,682)
Mining interests	(226,571)	(181,230)	45,341	42,755
Mine restoration provisions	30,445	24,910	(5,535)	(3,013)
Future withholding tax	(24,300)	—	24,300	—
Unrealized gains	(3,085)	(10,118)	(7,033)	10,118
Other	1,045	1,052	7	(2,891)
	(196,356)	(144,254)	52,102	59,081

Represented on the balance sheet as:

	2020	2019
	$	$
Deferred tax asset	(24,547)	(1,336)
Deferred tax liability	220,903	145,590
Balance, end of year	196,356	144,254

The Company has the following unrecognized deferred tax assets:

	2020	2019
	$	$
Capital and non-capital tax losses	117,734	117,837
Current assets	864	—
Long-term debt	6,449	—
Mining interests and other	2,524	5,045
	127,571	122,882

The Company has not recognized the potential deferred tax assets of $128 million (2019 - $123 million) as it is not probable that future taxable profits will be available against which the Company can utilize the potential deferred tax assets.

The change for the year in the Company’s net deferred tax liability was as follows:

	2020	2019
	$	$
Balance, beginning of year	144,254	92,477
Deferred income tax expense	52,102	59,081
Deferred income tax expense included with the results from discontinued operations	—	3,264
Deferred tax payable included in the sale of the Nicaraguan Group	—	(10,568)
	52,102	51,777
Balance, end of year	196,356	144,254
B2GOLD CORP.
---
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020 and 2019
(All tabular amounts are in thousands of United States dollars unless otherwise stated)

At December 31, 2020, the Company had non-capital tax losses which are not recognized as deferred tax assets. The Company recognizes the tax benefit of the non-capital tax losses only to the extent of anticipated future taxable income that can be reduced by non-capital tax losses. The gross amount of the non-capital tax losses for which a tax benefit has not been recorded are $282 million (2019 - $262 million) in Canada which expire between 2027 and 2040, and $17 million (2019 - $3 million) in Colombia which have no expiry date .

At December 31, 2020 the Company had capital losses in Canada of $326 million which have no expiry date and can be applied against future capital gains. No deferred income tax asset has been recorded with respect to these losses.

The Gramalote Joint Venture received notice from the Colombian Tax Office (DIAN) that it disagreed with the Joint Venture’s tax treatment of certain items in the 2013 and 2014 income tax returns, resulting in assessments with additional income taxes and penalty fines. These assessments are currently being appealed by the Gramalote Joint Venture and the outcome of these appeals cannot be determined at this time. The Company does not believe that its share of any taxes payable under the assessments are material and no provision for any amounts that may be payable have been recorded at this time, pending the outcome of the appeal process.

During the year ended December 31, 2020 the Company paid $217 million (2019 - $128 million) of current income tax, withholding and other taxes in cash.

17Supplementary cash flow information

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

Non-cash (credits) charges:

	2020	2019
	$	$
Depreciation and depletion	301,491	251,306
Share-based payments (Note 11)	17,129	17,139
Reversal of impairment of long-lived assets, net (Note 7)	(174,309)	(100,477)
Gain on sale of Nicaraguan Group (Note 7)	—	(40,129)
Share of net income of associate (Note 7)	(22,167)	(1,114)
Write-down of mineral property interests (Note 7)	11,353	7,277
Interest and financing expense	12,806	23,913
Unrealized (gain) loss on derivative instruments (Note 14)	(5,336)	1,699
Deferred income tax expense (Note 16)	52,102	59,081
Delivery into prepaid sales (Note 12)	—	(30,000)
Other	4,989	(975)
	198,058	187,720

Changes in non-cash working capital:

	2020	2019
	$	$
Accounts receivable and prepaids	3,977	(16,182)
Value-added and other tax receivables	(727)	(2,899)
Inventories	(24,823)	(18,445)
Accounts payable and accrued liabilities	7,038	5,305
Current income and other taxes payable	101,312	(12,828)
	86,777	(45,049)
B2GOLD CORP.
---
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020 and 2019
(All tabular amounts are in thousands of United States dollars unless otherwise stated)

Other exploration and development:

	2020	2019
	$	$
Fekola Mine, exploration	(14,718)	(14,487)
Masbate Mine, exploration	(8,266)	(3,971)
Otjikoto Mine, exploration	(3,183)	(2,455)
Anaconda Regional, exploration	(4,489)	(2,424)
Kiaka Project, exploration	(4,032)	(3,332)
Ondundu Project, exploration	(922)	(1,505)
Finland Properties, exploration	(2,336)	(750)
Bantako Nord, exploration	(3,199)	(1,689)
Uzbekistan, exploration	(1,967)	(2,164)
Other	(5,070)	(8,370)
	(48,182)	(41,147)

Non-cash investing and financing activities:

	2020	2019
	$	$
Change in current liabilities relating to mineral property expenditures	(2,931)	8,533
Interest on loan to non-controlling interest	3,626	3,480
Share-based payments, capitalized to mineral property interests	400	1,303
Foreign exchange (loss) gain on Fekola equipment loan facility	(5,055)	1,210
Accrued distributions to non-controlling interests	5,033	—
Share consideration received on sale of Nicaraguan Group (Note 7)	—	39,997
Loan receivable received on sale of Nicaraguan group (Note 7)	—	9,939
Share consideration received on conversion of Calibre debenture (Note 7)	—	14,146

18Compensation of key management

Key management includes the Company’s directors, members of the Executive Committee and members of Senior Management. Compensation to key management included:

	2020	2019
	$	$
Salaries and short-term employee benefits	8,952	10,016
Share-based payments	9,268	5,323
	18,220	15,339
B2GOLD CORP.
---
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020 and 2019
(All tabular amounts are in thousands of United States dollars unless otherwise stated)

19Production costs by nature

	2020	2019
	$	$
Raw materials and consumables	305,894	294,844
Salaries and employee benefits	112,124	82,824
Contractors	37,183	50,084
Equipment rental	10,266	9,048
Other	34,503	28,828
Silver credits	(3,401)	(3,028)
Change in inventories	(5,707)	(23,865)
Capitalized to mining interests	(82,997)	(64,557)
	407,865	374,178

Salaries and employee benefits expense included in general and administrative costs were $28 million for the year ended December 31, 2020 (2019 - $33 million).

20Segmented information

The Company’s reportable operating segments for 2020 include its mining operations, namely the Fekola, Masbate and Otjikoto mines. 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.

For 2019, prior to the sale to Calibre, the Company's interest in El Limon and La Libertad mines were accounted for as discontinued operations.

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

	2020
	Fekola<br>Mine	Masbate <br>Mine	Otjikoto<br>Mine	Other<br>Mineral<br>Properties	Corporate<br><br>& Other	Total
	$	$	$	$	$	$
External gold revenue	1,113,288	368,473	307,167	—	—	1,788,928
Production costs	200,228	131,780	75,857	—	—	407,865
Depreciation & depletion	164,591	65,775	71,125	—	1,423	302,914
Reversal of impairment of long-lived assets	—	174,309	—	—	—	174,309
Write-down mineral property interests	—	—	—	11,353	—	11,353
Current income tax, withholding and other taxes	226,059	33,385	50,229	240	—	309,913
Net income (loss)	411,251	234,145	68,075	16,477	(57,535)	672,413
Capital expenditures	198,755	42,307	69,998	41,513	1,295	353,868
Total assets	1,404,135	864,043	450,843	354,577	288,781	3,362,379		B2GOLD CORP.
---
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020 and 2019
(All tabular amounts are in thousands of United States dollars unless otherwise stated)			2019
---	---	---	---	---	---	---	---	---	---
	Fekola<br>Mine	Masbate <br>Mine	Otjikoto<br>Mine	Limon<br>Mine	Libertad<br><br>Mine	Other<br>Mineral<br>Properties	Corporate & Other	Discont. Operations	Total
		$	$	$	$	$	$	$	$
External gold revenue	617,452	293,875	247,251	47,122	81,947	—	30,000	(162,010)	1,155,637
Intersegment gold revenue	—	—	—	16,532	16,409	—	(32,941)	—	—
Production costs	167,667	124,534	81,977	36,860	74,543	—	—	(111,403)	374,178
Depreciation & depletion	116,782	50,701	83,823	10,730	6,955	—	973	(17,685)	252,279
Reversal of impairment of long-lived assets	—	(100,477)	—	—	—	—	—	—	(100,477)
Write-down mineral property interests	—	—	—	—	—	7,277	—	—	7,277
Current income tax, withholding and other taxes	93,483	19,619	1,344	2,146	5,849	—	3	(7,995)	114,449
Net income (loss)	167,389	142,913	36,918	2,288	4,694	(7,395)	(30,966)	—	315,841
Capital expenditures	147,334	29,865	58,540	33,521	20,390	25,922	319	—	315,891
Total assets	1,217,269	624,008	451,492	—	—	302,639	87,663	—	2,683,071

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

	2020	2019
	$	$
Mining interests
Mali	1,134,868	1,094,998
Philippines	685,139	519,802
Namibia	336,897	325,366
Colombia	105,665	87,495
Burkina Faso	81,382	79,087
Nicaragua	76,235	53,471
Canada	24,160	2,160
Finland	9,034	6,697
Other	9,875	8,391
	2,463,255	2,177,467

21Commitments

As at December 31, 2020, the Company had the following commitments (in addition to those disclosed elsewhere in these financial statements):

•For payments of $3 million for the solar plant, $3 million for major overhauls and $3 million for other capital projects at the Fekola Mine, all of which is expected to be incurred in 2021.

•For payments of $55 million for the Wolfshag underground project at the Otjikoto Mine, of which $22 million is expected to be incurred in 2021 and $33 million is expected to be incurred in 2022.

•For payments of $1 million for major overhauls of mobile equipment at the Masbate Mine, all of which is expected to be incurred in 2021.

•For payments of $3 million for the Gramalote project, all of which is expected to be incurred in 2021.

B2GOLD CORP.
MINING INTEREST SCHEDULE (NOTE 22)
For the year ended December 31, 2020
(All tabular amounts are in thousands of United States dollars unless otherwise stated)
	Cost					Accumulated depreciation				Net carrying value
---	---	---	---	---	---	---	---	---	---	---	---
	Balance at Dec. 31, 2019	Additions	Disposals /<br><br>write-offs	Reclass / Impairment reversal	Balance at Dec. 31, 2020	Balance at Dec. 31, 2019	Depreciation	Disposals /<br><br>write-offs	Balance at Dec. 31, 2020	As at Dec. 31, 2020	As at Dec. 31, 2019
	$	$	$	$	$	$	$	$	$	$	$
Property, plant and equipment (depletable)
Fekola	1,322,865	200,540	(7,271)	—	1,516,134	(258,580)	(164,898)	6,919	(416,559)	1,099,575	1,064,285
Masbate	815,418	57,479	(629)	174,309	1,046,577	(295,616)	(66,347)	525	(361,438)	685,139	519,802
Otjikoto	638,664	78,308	(20,016)	—	696,956	(323,152)	(67,304)	19,318	(371,138)	325,818	315,512
	2,776,947	336,327	(27,916)	174,309	3,259,667	(877,348)	(298,549)	26,762	(1,149,135)	2,110,532	1,899,599
Exploration & evaluation properties (pre-depletable)
Gramalote	—	8,689	—	86,746	95,435	—	—	—	—	95,435	—
Kiaka	76,807	4,120	—	—	80,927	—	—	—	—	80,927	76,807
Anaconda Regional	25,450	3,541	—	—	28,991	—	—	—	—	28,991	25,450
Ondundu	9,778	923	—	—	10,701	—	—	—	—	10,701	9,778
Mocoa Royalty	10,230	—	—	—	10,230	—	—	—	—	10,230	10,230
Finland	6,697	2,337	—	—	9,034	—	—	—	—	9,034	6,697
Bantako Nord	1,689	4,502	—	—	6,191	—	—	—	—	6,191	1,689
Uzbekistan	2,164	1,967	—	—	4,131	—	—	—	—	4,131	2,164
Other	12,157	5,884	(11,353)	—	6,688	—	—	—	—	6,688	12,157
	144,972	31,963	(11,353)	86,746	252,328	—	—	—	—	252,328	144,972
Corporate
Office, furniture & equipment	4,971	23,423	—	—	28,394	(2,811)	(1,423)	—	(4,234)	24,160	2,160
	2,926,890	391,713	(39,269)	261,055	3,540,389	(880,159)	(299,972)	26,762	(1,153,369)	2,387,020	2,046,731
Investments in joint ventures and associates (accounted for using the equity method)
Gramalote	77,265	13,124	—	(90,389)	—	—	—	—	—	—	77,265
Calibre	53,471	22,764	—		76,235	—	—	—	—	76,235	53,471
	130,736	35,888	—	(90,389)	76,235	—	—	—	—	76,235	130,736
	3,057,626	427,601	(39,269)	170,666	3,616,624	(880,159)	(299,972)	26,762	(1,153,369)	2,463,255	2,177,467
B2GOLD CORP.
---
MINING INTEREST SCHEDULE (NOTE 22)
For the year ended December 31, 2019
(All tabular amounts are in thousands of United States dollars unless otherwise stated)

---	---	---	---	---	---	---	---	---	---	---	---


Property, plant and equipment (depletable)
Fekola
Masbate
Otjikoto
Limon
Libertad

Exploration & evaluation properties (pre-depletable)
Kiaka
Anaconda Regional
Toega
Mocoa
Ondundu
Finland
Bantako Nord
Uzbekistan
Other

Corporate
Office, furniture & equipment

Investments in joint ventures and associates (accounted for using the equity method)
Gramalote
Calibre

All values are in US Dollars.

Document

B2GOLD CORP.

MANAGEMENT’S DISCUSSION AND ANALYSIS

For the year ended December 31, 2020

This Management’s Discussion and Analysis (“MD&A”) has been prepared as at February 23, 2021 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 audited consolidated financial statements and the notes thereto of the Company for the year ended December 31, 2020. These consolidated financial statements have been prepared in accordance with 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. Following the sale of La Libertad and El Limon to Calibre Mining Corp. ("Calibre") on October 15, 2019, production from these mines is presented on a 100% basis for the period up until October 14, 2019 and on an approximate 33% basis thereafter, representing the Company’s indirect ownership interest in the Nicaraguan 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.sedar.com.

INDEX

Overview	2
Review of Financial Results	6
Review of Mining Operations and Development Projects	11
Liquidity and Capital Resources	21
Critical Accounting Estimates	26
Risks and Uncertainties	29
Disclosure Controls and Internal Controls Over Financial Reporting	29
Non-IFRS Measures	30
Summary of Quarterly Results	41
Summary and Outlook	41
Outstanding Share Data	42
Cautionary Statement on Forward-Looking Information	42

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. Up to October 14, 2019, the Company operated two additional mines in Nicaragua - La Libertad and El Limon mines. The Company also has a 50% interest in the Gramalote Project in Colombia and an 81% interest in the Kiaka Project in Burkina Faso. In addition, the Company has a portfolio of other evaluation and exploration projects in Mali, Burkina Faso, Namibia, Uzbekistan and Finland.

COVID-19

The Company has been monitoring the COVID-19 pandemic and dealing with its impact at B2Gold's operations since mid-February 2020. Despite some of the challenges that the current COVID-19 pandemic has created worldwide and in each of the locations where the Company operates or is head-quartered, the Company continues to operate virtually unimpeded. The B2Gold executive team is very proud of the Company's employees' dedication and resilience in these challenging times and believe it is in part due to the executive team’s and mine management’s years of experience in all aspects of international mining, and the Company’s culture of treating all its stakeholders with fairness, respect and transparency. This successful approach is reflected again in the Company’s record performance in 2020.

The Company continues to address the COVID-19 pandemic and minimize its potential impact at B2Gold's operations. B2Gold places the safety and well-being of its workforce and all stakeholders as its highest priority and continues to encourage input from all its stakeholders as the COVID-19 situation evolves. The Company continues to implement measures and precautionary steps to manage and respond to the risks associated with COVID-19 to ensure the safety of B2Gold's employees, contractors, suppliers and surrounding communities where the Company works while continuing to operate. The Company is continually updating these plans and response measures based on the safety and well-being of its workforce, the severity of the pandemic in areas where it operates, global response measures, government restrictions and extensive community consultation. The Company is working closely with national and local authorities, including labour unions, and continues to closely monitor each site's situation, including public and employee sentiment to ensure that stakeholders are in alignment with continued safe operation of its mines.

B2Gold had another remarkable year of strong growth in 2020, with the achievement of B2Gold’s twelfth consecutive year of record annual gold production, and notwithstanding the ongoing impact of the COVID-19 pandemic since March 2020, the Company continues to successfully ship its gold dore inventory to refineries. During 2020, mining and milling operations continued at the Fekola Mine in Mali and the Otjikoto Mine in Namibia without interruption. The Masbate Mine did briefly suspend mining activities from March 22 to March 29, 2020, due to a COVID-19 related delay in obtaining supplies, during which time the milling operations continued normally, processing ore from stockpiles. The Masbate Mine resumed mining operations using an estimated 50% of the mining fleet on March 29, 2020 with fleet activity returning to budgeted levels in May 2020.

On March 30, 2020 B2Gold announced that infill drilling of the Inferred Mineral Resource area at the Gramalote Project would be temporarily suspended due to COVID-19, while other aspects of the Gramalote Feasibility Study would continue to advance. The decision was taken in conjunction with the National Emergency and National Quarantine announced by the Colombian government and after consultation with surrounding communities and various levels of Colombian government. Operations restarted on May 4, 2020 for Environmental Impact Assessment related field activities, with exploration drilling recommencing on May 11, 2020 and completed in August 2020. During the shutdown, other aspects of the Feasibility Study such as mine engineering review, metallurgical investigations and process plant design development continued to advance. During the fourth quarter of 2020, an updated resource model for Gramalote was completed, providing the information necessary to advance pit design and mining engineering studies. Feasibility stage metallurgical studies and process plant design were completed by the end of 2020 and infrastructure design work continues. The results of the Gramalote Feasibility Study are expected to be announced in April 2021, with a construction decision expected to be made shortly thereafter.

Basis of Presentation - Nicaraguan Assets - Discontinued Operations

On October 15, 2019, B2Gold completed the sale of the producing El Limon and La Libertad gold mines, the Pavon gold project and additional mineral concessions in Nicaragua (collectively, the "Nicaraguan Assets") to Calibre for aggregate consideration of $100 million (consisting of a combination of cash, common shares and a convertible debenture) (the “Calibre Transaction”), plus an additional final payment for closing working capital of $18.5 million ($13 million received in the fourth quarter of 2019 and $5.5 million received in October 2020). The Company currently holds approximately 33% of the total issued and outstanding Calibre common shares, which had a market value of $211 million at December 31, 2020. B2Gold’s ongoing commitment to continuing involvement with the Nicaraguan operations is secured by its significant equity interest in Calibre, its right to appoint one director to the Board of Calibre and its participation in an Advisory Board of Calibre.

The results of the Nicaraguan Assets have been presented as discontinued operations for the three and twelve months ended December 31, 2019 in the Consolidated Statement of Operations and the Consolidated Statements of Cash Flows in accordance with IFRS 5, Non-current assets held for sale and discontinued operations. Commencing October 15, 2019, the Company no longer consolidates the results of the Nicaraguan Assets in its consolidated financial statements, but uses the equity method to account for its 33% ownership interest in Calibre. In addition, commencing October 15, 2019, B2Gold reports its attributable share of Calibre's production, cash costs and all-in sustaining costs in the Company's consolidated Non-IFRS measures.

Summary

Consolidated gold revenue for the year ended December 31, 2020 was a record $1.79 billion on sales of 1,006,455 ounces at an average price of $1,777 per ounce, compared to $1.16 billion on sales of 827,800 ounces at an average price of $1,396 per ounce in 2019 (excluding revenues from discontinued operations). This significant increase in gold revenue of 55% ($0.63 billion) was 33% attributable to the increase in the average realized gold price and 22% attributable to the increase in gold ounces sold (mainly due to the higher gold production). For the fourth quarter of 2020, consolidated gold revenue was $480 million on sales of 256,655 ounces at an average price of $1,868 per ounce compared to $314 million on sales of 211,800 ounces at an average price of $1,481 per ounce in the fourth quarter of 2019 (excluding revenues from discontinued operations). This significant increase in gold revenue of 53% ($166 million) was 32% attributable to the increase in the average realized gold price and 21% attributable to the increase in gold ounces sold (mainly due to the higher gold production).

Despite the challenges of the COVID-19 pandemic, B2Gold had another remarkable year of strong growth in 2020, with the achievement of B2Gold’s twelfth consecutive year of record annual gold production. The Company’s total gold production for 2020 was an annual record of 1,040,737 ounces (including 45,479 ounces of attributable production from Calibre), at the upper end of the guidance range (of between 1,000,000 and 1,055,000 ounces). Consolidated gold production from the Company’s three operating mines was an annual record of 995,258 ounces, at the upper end of the guidance range (of between 955,000 and 1,005,000 ounces), and significantly higher by 17% (144,142 ounces) than 2019 (excluding discontinued operations). The significant increase in gold production over 2019 was driven by the Fekola Mine in Mali, which produced an annual record of 622,518 ounces, exceeding the upper end of its guidance range (of between 590,000 and 620,000 ounces). The Masbate Mine in the Philippines achieved another strong year in 2020, producing 204,699 ounces, at the midpoint of its guidance range (of between 200,000 and 210,000 ounces). Masbate’s strong operational performance was achieved despite a five-day temporary suspension of mining activities in the first quarter of 2020 due to fuel shortages relating to COVID-19 restrictions, and a magnitude 6.6 earthquake approximately 90 kilometres from the mine site on August 18, 2020, suspending mining and processing operations for five and six days, respectively, as inspections were conducted to confirm there was no damage to the mine from the earthquake. The Otjikoto Mine in Namibia also had another solid year in 2020, producing 168,041 ounces, near the midpoint of its guidance range (of between 165,000 and 175,000 ounces). In the fourth quarter of 2020, B2Gold’s consolidated gold production was 256,319 ounces which was in-line with budget and 12% higher than the fourth quarter of 2019 resulting from higher gold production from the Fekola Mine. The Company’s total gold production for the fourth quarter of 2020 was 270,469 ounces (including 14,150 ounces of attributable ounces from Calibre).

For the year ended December 31, 2020, consolidated cash operating costs1 were $406 per gold ounce produced ($405 per gold ounce sold), $43 per gold ounce produced (10%) lower than 2019 (excluding discontinued operations). Including estimated attributable results for Calibre, cash operating costs for the year ended December 31, 2020 were $423 per gold ounce produced ($422 per gold ounce sold) and were at the low end of the Company's guidance range of $415 to $455 per ounce and were $89 per gold ounce produced (17%) lower than 2019. The favourable performance versus the 2020 guidance range and 2019 was attributable to the strong operating results from all of the Company's operations with above budget gold production and lower than budgeted total cash operating costs. Lower fuel costs, a weaker Namibia dollar and changes to mine sequencing as a result of responding to COVID-19 challenges were the primary reasons for operating costs per ounce being lower than both budget and 2019. In the fourth quarter of 2020, consolidated cash operating costs were $458 per gold ounce produced ($446 per gold ounce sold), $49 (12%) more per gold ounce produced than budget and in-line with the fourth quarter of 2019 (excluding discontinued operations). Including estimated attributable results for Calibre, cash operating costs for the fourth quarter of 2020 were $473 per gold ounce produced ($461 per gold ounce sold), $49 (12%) more per gold ounce produced than budget and in-line with the fourth quarter of 2019. Consolidated cash operating costs for the fourth quarter of 2020 were higher than budget resulting from higher than budgeted costs at the Fekola Mine including higher heavy fuel oil ("HFO") prices, higher labour costs due to COVID-19 and mining sequence changes.

Consolidated all-in sustaining costs2 for the year ended December 31, 2020 were $774 per gold ounce sold compared to $794 per gold ounce sold for 2019 (excluding discontinued operations). Including estimated attributable results for Calibre, consolidated all-in sustaining costs for the year ended December 31, 2020 were $788 per gold ounce sold ($862 per gold ounce sold for 2019) and were at low end of the Company's guidance range of $780 to $820 per ounce. The favourable performance versus the 2020 all-in sustaining costs guidance range for the year ended December 31, 2020 reflect the lower cash operating costs described above, higher than budgeted gold ounces sold, lower general and administrative ("G&A") costs and lower than budgeted sustaining capital expenditures ($24 million) partially offset by higher royalties resulting from a higher average gold price realized than budgeted in 2020. All-in sustaining costs for the fourth quarter of 2020 were $917 per gold ounce sold compared to a budget of $726 per gold ounce sold and $869 per gold ounce sold for the fourth quarter of 2019 (excluding discontinued operations). Including estimated attributable results for Calibre, all-in sustaining costs for the fourth quarter of 2020 were $926 per gold ounce sold compared to a budget of $736 per gold ounce sold and $882 per gold ounce sold for the fourth quarter of 2019. As expected, all-in sustaining costs for the fourth quarter of 2020 were higher than budget resulting from the expected catch up of budgeted sustaining capital expenditures totalling $19 million which was delayed from earlier quarters of 2020, higher than budgeted cash operating costs described above and higher royalties resulting from a higher average gold price realized than budgeted for the fourth quarter of 2020.

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”

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”

For the fourth quarter of 2020, mine sustaining capital expenditures were higher than budget by $19 million, mainly as a result of the catch up of mine fleet expenditures not incurred in earlier quarters and some acceleration of 2021 fleet costs. These were partially offset by lower prestripping costs at Fekola and Otjikoto. Non-sustaining capital expenditures for the fourth quarter of 2020 were $8 million lower than budget. For full-year 2020, mine sustaining capital expenditures were lower than budget by $24 million mainly as a result of lower prestripping costs at the Fekola and Otjikoto mines due to mine sequence changes. Non-sustaining mine capital expenditures for full-year 2020 were $3 million lower than budget resulting from lower than budgeted expenditures at the Otjikoto Mine on the Wolfshag underground development and the connection to the national power grid partially offset by higher than budgeted expenditures on the Fekola plant expansion. In addition, for full-year 2020, the Company's share of Gramalote capital expenditures was $7 million lower than budgeted resulting from COVID-19 delays (refer to “Review of Mining Operations and Development Projects" section for additional details of capital expenditures) and greenfield exploration costs were approximately $5 million less than budget.

Looking forward to 2021, B2Gold remains well positioned for continued strong operational and financial performance. The Company’s total gold production is forecast to be between 970,000 and 1,030,000 ounces (including 50,000 to 60,000 ounces attributable ounces projected from Calibre) in 2021, with total consolidated cash operating costs forecast to be between $500 and $540 per ounce and total consolidated all-in sustaining costs forecast to be between $870 and $910 per ounce. The Company’s consolidated gold production from its three operating mines is forecast to be between 920,000 and 970,000 ounces in 2021, with consolidated cash operating costs forecast to be between $480 and $520 per ounce and consolidated all-in sustaining costs forecast to be between $860 and $900 per ounce. Due to open pit mine sequencing, consolidated gold production is expected to be significantly weighted to the second half of 2021; for the first half of 2021, consolidated gold production is forecasted to be between 365,000 and 385,000 ounces, which is expected to increase significantly to between 555,000 and 585,000 ounces during the second half of 2021.

For the year ended December 31, 2020, the Company generated net income of $672 million compared to $316 million in 2019 including net income attributable to the shareholders of the Company of $628 million ($0.60 per share) compared to $293 million ($0.29 per share) in 2019. Adjusted net income attributable to the shareholders of the Company3 for the year ended December 31, 2020 was $515 million ($0.49 per share) compared to $219 million ($0.22 per share) in 2019. Net income for the fourth quarter of 2020 was $174 million compared to $182 million for the fourth quarter of 2019. For the fourth quarter of 2020, the Company generated net income attributable to the shareholders of the Company of $168 million ($0.16 per share) compared to $177 million ($0.17 per share) in the fourth quarter of 2019. Adjusted net income attributable to shareholders of the Company for the fourth quarter of 2020 was $147 million ($0.14 per share) compared to $65 million ($0.06 per share) in the fourth quarter of 2019.

Cash flow provided by operating activities was a record $951 million for the year ended December 31, 2020 compared to $492 million during 2019, an increase of $459 million. The increase reflects higher revenues of $633 million, partially offset by higher production costs and royalties and production taxes of $34 million and $42 million, respectively, and higher current income cash taxes paid in 2020. Current income taxes paid include corporate income taxes, withholding taxes and the State of Mali’s priority dividend for the Fekola Mine. In December 2020, the Company elected to make a voluntary installment prepayment of Fekola income taxes of $50 million. This prepayment will reduce the final installment amount payable due in April 2021 for Fekola's 2020 income taxes by a corresponding amount of $50 million. For the year ended December 31, 2020, the Company made current income tax, withholding and other taxes payments totalling $217 million (2019 - $128 million). This included payment of outstanding 2019 accrued tax liability obligations totalling $37 million (comprised of current income tax liabilities of $18 million and Fekola 2019 priority dividend obligations of $19 million). Based on current assumptions, including a gold price of $1,800 per ounce for 2021, the Company is forecasting to make total cash income tax payments in 2021 of approximately $380 million, including $140 million related to 2020 outstanding tax liability obligations (comprised mainly of Fekola outstanding 2020 tax liabilities of $75 million and Fekola 2020 priority dividend obligations of $50 million).

B2Gold continues to maintain a strong financial position and liquidity. On April 8, 2020, as a precautionary measure and given the uncertainty resulting from the COVID-19 pandemic, the Company completed the drawdown of a further $250 million on its $600 million revolving credit facility ("RCF"). During the third quarter of 2020, the Company fully repaid the outstanding RCF balance of $425 million with the full amount of the $600 million RCF now undrawn and available. At December 31, 2020, the Company had cash and cash equivalents of $480 million compared to cash and cash equivalents of $141 million at December 31, 2019. Working capital at December 31, 2020 was $465 million compared to $242 million at December 31, 2019.

On January 1, 2020, B2Gold assumed the manager role of the Gramalote Project. On January 21, 2020, the Company announced positive results from the Updated Preliminary Economic Assessment for the Gramalote Ridge deposit (“Gramalote Ridge”) at the Gramalote Project (the "Gramalote PEA"). In 2020, the Company completed its sole funding requirement and increased its ownership interest to 50% (refer to "Gramalote Project - Colombia" section below). The results of the Gramalote Feasibility Study are expected to be announced in April 2021, with a construction decision expected to be made shortly thereafter.

On January 16, 2020, the Company announced an updated Fekola Mineral Resource estimate including a substantial increase in Indicated Mineral Resources at the Fekola Mine following a successful infill drill program in 2019.

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”

An updated Mineral Resource estimate for the Anaconda area (located 20 kilometres north of Fekola), based on the completed 2020 drill program, is expected in the first quarter of 2021 and the Company has allocated $8 million for drilling to expand the Mineral Resource estimate in 2021; in addition an initial Mineral Resource estimate is expected to be completed for the Cardinal zone (located within 500 metres of the current Fekola resource pit) in the first quarter of 2021.

On February 27, 2020, B2Gold’s Board of Directors (the "Board") declared a quarterly cash dividend of $0.01 per common share, paid on March 23, 2020 to shareholders of record as of March 9, 2020.

On April 28, 2020, the Company and its 10% partner GAMS-Mining F&I Ltd ("GAMS") entered into a definitive agreement with West African Resources Limited ("West African") for the sale of the Toega project located in Burkina Faso. The purchase consideration, due 90% to B2Gold and 10% to GAMS, consists of: an initial non-refundable cash payment of $10 million; a further payment of $10 million in cash or shares due upon completion of a feasibility study within 2 years (at which time the permits comprising the Toega project will be transferred to West African); production payments of $25 million in the form of a 3% net smelter returns ("NSR") royalty on production from the Toega project area; and a further 0.5% NSR royalty (to commence after the 3% NSR outlined above has been fully paid) which is capped at 1.5 million ounces.

The Company is re-evaluating the Kiaka Project in Burkina Faso, and expects to have an updated economic assessment of the project for internal review completed by the end of the first quarter of 2021, followed by an updated feasibility study by mid-year 2021.

On June 11, 2020, the Board declared a quarterly cash dividend of $0.02 per common share, an increase of 100%, paid on July 7, 2020 to shareholders of record as of June 23, 2020.

On September 10, 2020, the Board declared a quarterly cash dividend of $0.04 per common share, which was paid on September 30, 2020 to shareholders of record as of September 22, 2020. This represents a further 100% increase from the second quarter of 2020 dividend and four times higher than the initial quarterly dividend of $0.01 per share declared in the fourth quarter of 2019 and reflects the current higher gold price environment, the Company's strong operational performance and the fact that the Company reached a net positive cash position.

On November 25, 2020, the Board declared a quarterly cash dividend of $0.04 per share, paid on December 18, 2020 to shareholders of record as of December 8, 2020 in the amount of $42 million.

On February 23, 2021, the Board declared a cash dividend for the first quarter of 2021 of $0.04 per common share (or an expected $0.16 per share on an annualized basis), payable on March 16, 2021 to shareholders of record as of March 8, 2021.

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.

REVIEW OF FINANCIAL RESULTS

Selected Quarterly and Full Year Financial and Operating Results

	Three months ended		Year ended
	December 31		December 31
	2020	2019	2020	2019	2018
Gold revenue ($ in thousands)	479,525	313,659	1,788,928	1,155,637	1,051,424
Net income from continuing operations ($ in thousands)	174,405	178,702	672,413	308,859	134,767
Net income (loss) from discontinued operations ($ in thousands)	—	3,711	—	6,982	(89,646)
Net income ($ in thousands)	174,405	182,413	672,413	315,841	45,121
Earnings per share from continuing operations – basic (1) ($/share)	0.16	0.17	0.60	0.28	0.12
Earnings per share from continuing operations – diluted (1) ($/share)	0.16	0.17	0.59	0.28	0.10
Earnings per share – basic (1) ($/share)	0.16	0.17	0.60	0.29	0.03
Earnings per share – diluted (1) ($/share)	0.16	0.17	0.59	0.29	0.02
Cash provided by operating activities of continuing operations ($ in thousands)	196,690	142,565	950,645	449,438	426,302
Cash provided by operating activities of discontinued operations ($ in thousands)	—	2,340	—	42,535	24,565
Cash provided by operating activities ($ in thousands)	196,690	144,905	950,645	491,973	450,867
Total assets ($ in thousands)	3,362,379	2,683,071	3,362,379	2,683,071	2,547,804
Non-current liabilities ($ in thousands)	415,696	466,357	415,696	466,357	687,701
Average realized gold price from continuing operations ($/ounce)	1,868	1,481	1,777	1,396	1,261
Adjusted net income(1)(2)(3) ($ in thousands)	146,729	65,116	514,891	219,145	120,319
Adjusted earnings per share (1)(2)(3) - basic ($)	0.14	0.06	0.49	0.22	0.12
Excluding El Limon and La Libertad discontinued operations results:
Gold sold (ounces)	256,655	211,800	1,006,455	827,800	833,696
Gold produced (ounces)	256,319	228,406	995,258	851,116	822,912
Cash operating costs(2) ($/gold ounce sold)	446	451	405	452	420
Cash operating costs(2) ($/gold ounce produced)	458	442	406	449	426
Total cash costs(2) ($/gold ounce sold)	566	556	526	548	507
All-in sustaining costs(2) ($/gold ounce sold)	917	869	774	794	663
Including El Limon and La Libertad discontinued operations results and Equity investment in Calibre:
Gold sold (ounces)	270,725	230,915	1,051,716	955,943	970,409
Gold produced (ounces)	270,469	245,140	1,040,737	980,219	953,504
Cash operating costs(2) ($/gold ounce sold)	461	479	422	519	490
Cash operating costs(2) ($/gold ounce produced)	473	467	423	512	495
Total cash costs(2) ($/gold ounce sold)	578	579	540	609	571
All-in sustaining costs(2) ($/ounce gold sold)	926	882	788	862	748

(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”.

(3) Previous periods have been adjusted to reflect the removal of the adjustment for share-based compensation expense, refer to “Non-IFRS Measures”.

Annual results

Revenue

Consolidated gold revenue for the year ended December 31, 2020 was a record $1.79 billion on sales of 1,006,455 ounces at an average price of $1,777 per ounce, compared to $1.16 billion on sales of 827,800 ounces at an average price of $1,396 per ounce in 2019 (excluding revenues from discontinued operations). This significant increase in gold revenue of 55% ($0.63 billion) was 33% attributable to the increase in the average realized gold price and 22% attributable to the increase in gold ounces sold (mainly due to the higher gold production). Despite the ongoing impact of COVID-19 pandemic since March 2020, the Company continues to successfully ship its gold dore inventory to refineries. For accounting purposes, gold revenues earned from El Limon and La Libertad mines in 2019 are excluded from consolidated gold revenue and are included in the "Income from discontinued operations" line in the Consolidated Statement of Operations.

Consolidated gold revenue for the year ended December 31, 2019 included $30 million relating to the delivery of 25,282 ounces of gold into the Company's Prepaid Gold Sales contracts associated with the Company's Prepaid Gold Sales transactions. As at December 31, 2020, the Company had no remaining amounts outstanding under any Prepaid Gold Sales contracts.

For the year ended December 31, 2020, the Fekola Mine accounted for $1.11 billion (2019 - $617 million) of gold revenue from the sale of 626,300 ounces (2019 - 441,400 ounces), the Masbate Mine accounted for $368 million (2019 - $294 million) of gold revenue from the sale of 206,680 ounces (2019 - 211,300 ounces) and the Otjikoto Mine accounted for $307 million (2019 - $247 million) of gold revenue from the sale of 173,475 ounces (2019 - 175,100 ounces). Excluded from gold revenue for the year ended December 31, 2019 was El Limon's gold revenue of $64 million from the sale of 45,237 ounces and La Libertad's gold revenue of $98 million from the sale of 70,428 ounces.

Production and operating costs

For the year ended December 31, 2020, consolidated cash operating costs (refer to "Non-IFRS Measures") were $406 per gold ounce produced ($405 per gold ounce sold), $43 per gold ounce produced (10%) lower than 2019 (excluding discontinued operations). Including estimated attributable results for Calibre, cash operating costs for the year ended December 31, 2020 were $423 per gold ounce produced ($422 per gold ounce sold) and were at the low end of the Company's guidance range of $415 to $455 per ounce and were $89 per gold ounce produced (17%) lower than 2019. The favourable variance against guidance and 2019 was attributable to the strong operating results from all of the Company's operations with above budget gold production and lower than budgeted total cash operating costs. Lower fuel costs, a weaker Namibia dollar and changes to mine sequencing as a result of responding to COVID-19 challenges were the primary reasons for operating costs per ounce being lower than both budget and 2019.

Consolidated all-in sustaining costs (refer to “Non-IFRS Measures”) for the year ended December 31, 2020 were $774 per gold ounce sold compared to $794 per gold ounce sold for 2019 (excluding discontinued operations). Including estimated attributable results for Calibre, consolidated all-in sustaining costs for the year ended December 31, 2020 were $788 per gold ounce sold ($862 per gold ounce sold for 2019) and were at low end of the Company's guidance range of $780 to $820 per ounce. The lower than budgeted all-in sustaining costs for the year ended December 31, 2020 reflect the lower cash operating costs described above, higher than budgeted gold ounces sold, lower G&A costs and lower than budgeted sustaining capital expenditures ($24 million) partially offset by higher royalties resulting from a higher average gold price realized than budgeted in 2020.

Depreciation and depletion

Depreciation and depletion expense, included in total cost of sales, was $301 million for the year ended December 31, 2020 compared to $251 million in 2019. The 20% increase in depreciation expense was primarily due to a 22% increase in the gold ounces sold partially offset by a 1% decrease in the depreciation charge per ounce of gold sold.

Royalties and production taxes

Royalties and production taxes included in total cost sales were $121 million for the year ended December 31, 2020 compared to $80 million in 2019. The 52% increase in royalties and production taxes resulted mainly from a 27% increase in the gold price realized in 2020, a 22% increase in gold ounces sold and a change in sales mix which reflects more sales from the Fekola Mine at a higher royalty rate and lower sales from the Masbate and Otjikoto mines with a lower royalty rate.

Other

G&A costs relate mainly 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. For the year ended December 31, 2020, G&A costs decreased by $9 million to $46 million, primarily due to the reallocation of corporate-based salaries to production costs and lower consulting, legal and travel expenses incurred in 2020 due to the impact of COVID-19.

Share-based payment expense for the year ended December 31, 2020 was $17 million, comparable to 2019.

During the year ended December 31, 2020, the Company identified a higher sustained long-term gold price forecast as an indicator of impairment reversal for the Masbate Mine resulting in a net impairment reversal of $122 million (pre-tax $174 million impairment reversal less $52 million deferred tax expense) (refer to "Areas of Judgement and Critical Accounting Estimates"). During the year ended December 31, 2019, the Company identified an indicator of impairment reversal for the Masbate Mine resulting in a net impairment reversal of $70 million (pre-tax $100 million impairment reversal less $30 million deferred tax expense).

On October 15, 2019, the Company completed the sale of its Nicaraguan Assets and recorded a gain on sale of $40 million.

During the year ended December 31, 2020, the Company wrote off $11 million of non-core exploration stage properties in Mali, Burkina Faso, Botswana and Ghana, as the decision was made not to proceed further with these exploration stage mineral property interests compared to $7 million for the year ended December 31, 2019.

Community relations expense for the year ended December 31, 2020 was $6 million, which was $3 million higher than 2019, resulting from two significant donations in 2020: 1,000 ounces of gold, with a value of approximately $2 million, to support black rhino conservation and the communities that protect them in Namibia, and the commitment of a $1 million contribution to the African School of Mines in Mali.

For the year ended December 31, 2020, the Company's estimate of its share of Calibre's net income was approximately $22 million compared to $1 million in 2019. Calibre will report its annual 2020 financial results on February 24, 2021. The Company will update any differences in the first quarter of 2021.

The Company reported $15 million in foreign exchange losses for the year ended December 31, 2020 compared to a foreign exchange gains of $2 million in 2019. The foreign exchange losses for 2020 resulted from the strengthening of local currency in Mali and Namibia versus the US dollar including the impact of foreign currency denominated income tax and equipment loan liabilities.

Other operating expenses for the year ended December 31, 2020 were $6 million, which mainly consisted of COVID-19 relief donations of $3 million.

The Company reported $16 million in interest and financing expense for the year ended December 31, 2020 compared to $27 million in 2019. The lower interest and financing expense resulted from lower interest rates in 2020 compared to 2019.

Current income tax, withholding and other taxes

For the year ended December 31, 2020, the Company recorded a net current income and other tax expense of $310 million compared to $114 million in 2019 consisting of current income tax of $247 million (2019 - $87 million), the 10% priority dividend to the State of Mali of $49 million (2019 - $20 million) and withholding tax (on dividends from subsidiaries/intercompany interest/management fees) of $14 million (2019 - $7 million). The priority dividend is accounted for as an income tax in accordance with IAS 12, Income Taxes. Compared to 2019, current tax expense for 2020 was higher mainly as a result of higher income and lower tax loss deductions in 2020 compared to 2019. The Otjikoto Mine became taxable in 2020 after using all of its loss carryforwards by the end of 2019. For 2020, the Company recorded a deferred income tax expense of $52 million compared to a deferred income tax expense of $59 million in 2019. The deferred income tax expense for 2020 is mainly attributable to the reversal of the impairment with respect to the Masbate Mine which resulted in a deferred income tax expense of $52 million in 2020 and the recognition of a deferred income tax liability of $24 million related to future withholding tax expected to be incurred on retained earnings that the Company is planning to repatriate from its foreign subsidiaries. Higher forecast gold prices have increased the Company's estimate of amounts expected to be repatriated as dividends from the Company's operations in the foreseeable future. These were partially offset by the strengthening of the local currency in Mali. Changes in the local currency result in changes to the underlying book values of tax balance sheet for Mali as tax filings are in local currencies. The deferred income tax expense for 2019 was mainly attributable to the reversal of the impairment in respect of the Masbate Mine ($30 million) and the weakening of local currencies in Mali and Namibia.

In 2020 the Company made current income tax, withholding and other taxes cash payments totalling $217 million. This included payment of outstanding 2019 accrued tax liability obligations totalling $37 million (comprised of current income tax liabilities of $18 million and Fekola 2019 priority dividend obligations of $19 million). Excluding settlement of these 2019 related tax liabilities, the Company made cash payments of $180 million related to its 2020 tax obligations. The $130 million difference between this and the Company’s 2020 current income tax expense of $310 million is included as current income tax liabilities on the balance sheet at December 31, 2020. After factoring in foreign exchange losses of $10 million on its foreign denominated tax balances, the Company had current income tax, withholding and other tax liabilities outstanding of $140 million at December 31, 2020. This liability is primarily comprised of Fekola 2020 outstanding income taxes of $75 million and Fekola 2020 priority dividends owing of $50 million.

In 2021, the Company is required to pay Fekola tax installments based on a percentage of 2020's total income tax obligations. Any difference between the actual cash installments paid during the year and the final tax amount owing for 2021 must be settled in the April of the subsequent year, based on Malian tax regulations. In addition, amounts owing for the Fekola 2021 priority dividend (which will be recorded in the income tax line for accounting purposes in the 2021 Statement of Operations) must be settled in cash in the second quarter of 2022.

Payment of the 2020 accrued tax obligations of $140 million will be made by the end of June 2021, and will be recorded as a working capital adjustment for 2021 Consolidated Statements of Cash Flows presentation purposes.

In 2021, using a gold price assumption of $1,800 per ounce, the Company is forecasting a current income tax, withholding and other taxes expense of approximately $300 million and to make total cash income tax payments of approximately $380 million, including $140 million related to the outstanding 2020 current income tax and priority dividend obligations noted above. Based on the estimated Fekola cash tax installments to be paid in 2021, the Company expects any outstanding 2021 Fekola tax liability to be accrued at December 31, 2021 to be less than $20 million. The Fekola priority dividend obligation forecast to be accrued in 2021 is approximately $45 million and is expected to be paid in June 2022.

For the year ended December 31, 2019, the Company recorded income from discontinued operations of $7 million, relating to El Limon and La Libertad mines which were sold to Calibre on October 15, 2019.

For the year ended December 31, 2020, the Company generated net income of $672 million compared to $316 million in 2019, and the Company generated net income attributable to the shareholders of the Company of $628 million ($0.60 per share) compared to $293 million ($0.29 per share) in 2019. Adjusted net income attributable to the shareholders of the Company (refer to “Non-IFRS Measures”) for the year ended December 31, 2020 was $515 million ($0.49 per share) compared to $219 million ($0.22 per share) in 2019. Adjusted net income for the year ended December 31, 2020 excluded impairment reversals of $174 million, write-down of mineral property interests of $11 million, COVID-19 relief donations of $3 million, unrealized gains on derivative instruments of $5 million and deferred income tax expense of $53 million.

Cash flow provided by operating activities was $951 million for the year ended December 31, 2020 compared to $492 million during 2019, an increase of $459 million. The increase reflects higher revenues of $633 million, partially offset by higher production costs and royalties and production taxes of $34 million and $42 million, respectively, and higher cash taxes paid in 2020. In December 2020, the Company elected to make a voluntary installment prepayment of Fekola income taxes of $50 million. This prepayment will reduce the final installment amount payable due in April 2021 for Fekola's 2020 income taxes by a corresponding amount of $50 million.

At December 31, 2020, the Company had cash and cash equivalents of $480 million compared to cash and cash equivalents of $141 million at December 31, 2019. Working capital at December 31, 2020 was $465 million compared to $242 million at December 31, 2019. During the year ended December 31, 2020, the Company fully repaid the outstanding RCF balance with the full amount of the $600 million RCF now undrawn and available.

Fourth quarter 2020 and 2019

Revenue

For the fourth quarter of 2020, consolidated gold revenue was $480 million on sales of 256,655 ounces at an average price of $1,868 per ounce compared to $314 million on sales of 211,800 ounces at an average price of $1,481 per ounce in the fourth quarter of 2019 (excluding revenues from discontinued operations). This significant increase in gold revenue of 53% ($166 million) was 32% attributable to the increase in the average realized gold price and 21% attributable to the increase in gold ounces sold (mainly due to the higher gold production).

In the fourth quarter of 2020, the Fekola Mine accounted for $279 million (fourth quarter of 2019 - $164 million) of gold revenue from the sale of 149,000 ounces (fourth quarter of 2019 - 110,800 ounces), the Masbate Mine accounted for $129 million (fourth quarter of 2019 - $71 million) of gold revenue from the sale of 69,380 ounces (fourth quarter of 2019 - 47,600 ounces), the Otjikoto Mine accounted for $71 million (fourth quarter of 2019 - $79 million) of gold revenue from the sale of 38,275 ounces (fourth quarter of 2018 - 53,400 ounces). Excluded from the gold revenue in the fourth quarter of 2019 was El Limon's gold revenue of $3 million from the sale of 2,162 ounces and La Libertad's gold revenue of $7 million from the sale of 4,475 ounces.

Production and operating costs

In the fourth quarter of 2020, B2Gold’s consolidated gold production was 256,319 ounces which was in-line with budget and 12% higher than the fourth quarter of 2019 resulting from higher gold production from the Fekola Mine. The Company’s total gold production for the fourth quarter of 2020 was 270,469 ounces (including 14,150 ounces of attributable ounces from Calibre).

In the fourth quarter of 2020, consolidated cash operating costs (refer to "Non-IFRS Measures") were $458 per gold ounce produced ($446 per gold ounce sold), $49 (12%) more per gold ounce produced than budget and in-line with the fourth quarter of 2019 (excluding discontinued operations). Including estimated attributable results for Calibre, cash operating costs for the fourth quarter of 2020 were $473 per gold ounce produced ($461 per gold ounce sold), $49 (12%) more per gold ounce produced than budget and in-line with the fourth quarter of 2019. Consolidated cash operating costs for the fourth quarter of 2020 were higher than budgeted resulting from higher than budgeted costs at the Fekola Mine including higher HFO prices, higher labour costs due to COVID-19 and mining sequence changes.

All-in sustaining costs (refer to "Non-IFRS Measures") for the fourth quarter of 2020 were $917 per gold ounce sold compared to a budget of $726 per gold ounce sold and $869 per gold ounce sold for the fourth quarter of 2019 (excluding discontinued operations). Including estimated attributable results for Calibre, all-in sustaining costs for the fourth quarter of 2020 were $926 per gold ounce sold compared to a budget of $736 per gold ounce sold and $882 per gold ounce sold for the fourth quarter of 2019. As expected, all-in sustaining costs for the fourth quarter of 2020 were higher than budget resulting from the expected catch up of budgeted sustaining capital which was delayed from earlier quarters of 2020, higher than budgeted cash operating costs described above and higher royalties resulting from a higher average gold price realized than budgeted for the fourth quarter of 2020.

Depreciation and depletion

Depreciation and depletion expense included in total cost of sales was $78 million in the fourth quarter of 2020 compared to $68 million in the fourth quarter of 2019. The 15% increase in depreciation expense was primarily due to a 21% increase in the gold ounces sold partially offset by a 5% decrease in the depreciation charge per ounce of gold sold. The decrease in the depreciation charge per ounce of gold sold was a result of certain assets becoming fully depreciated in 2020 thereby reducing the depreciation base partially offset by the increased depreciation of the Masbate Mine resulting from the impairment reversal recorded at September 30, 2020.

Royalties and production taxes

Royalties and production taxes included in total cost sales were $31 million for the fourth quarter of 2020 compared to $22 million in the fourth quarter of 2019. The 39% increase in royalties and production taxes resulted mainly from a 26% increase in the gold price realized in the fourth quarter of 2020 and a 21% increase in gold ounces sold.

Other

G&A for the fourth quarter of 2020 of $19 million was comparable to $18 million for the fourth quarter of 2019.

During the fourth quarter of 2019, the Company identified an indicator of impairment reversal for the Masbate Mine resulting in a net impairment reversal of $70 million (pre-tax $100 million impairment reversal less $30 million deferred tax expense).

On October 15, 2019, the Company completed the sale of its Nicaraguan Assets and recorded a gain on sale of $40 million for the fourth quarter of 2019.

During the fourth quarter of 2019, the Company wrote off $5 million of exploration stage mineral property interests as the decision was made not to proceed further with these exploration stage mineral property interests.

For the fourth quarter of 2020, the Company's estimate of its share of Calibre's net income was approximately $9 million compared to $1 million in the fourth quarter of 2019. Calibre will report its annual 2020 financial results on February 24, 2021. The Company will update any differences in the first quarter of 2021.

The Company reported $7 million in foreign exchange losses for the fourth quarter of 2020 compared to foreign exchange losses of $2 million in the fourth quarter of 2019. The foreign exchange losses for the fourth quarter of 2020 resulted from the strengthening of local currency in Mali and Namibia versus the US dollar including the impact of foreign currency denominated working capital balances.

For the fourth quarter of 2020, the Company recorded a net current income and other tax expense of $80 million compared to $30 million in the fourth quarter of 2019, consisting of current income tax of $58 million (fourth quarter of 2019 - $22 million), the 10% priority dividend to the State of Mali of $11 million (fourth quarter of 2019 - $6 million) and withholding tax (on dividends from subsidiaries/intercompany interest/management fees) of $11 million (fourth quarter of 2019 - $2 million). The priority dividend is accounted for as an income tax in accordance with IAS 12, Income Taxes. Compared to the fourth quarter of 2019, current tax expense in the fourth quarter of 2020 was higher mainly as a result of higher taxable income and no tax loss deductions in the fourth quarter of 2020 as compared to the fourth quarter of 2019. The Otjikoto Mine became taxable in the first quarter for 2020 after using all of its loss carryforwards by the end of 2019. For the fourth quarter of 2020, the Company recorded a deferred income tax recovery of $14 million compared to a deferred income tax expense of $28 million in the fourth quarter of 2019. The deferred income tax recovery for the fourth quarter of 2020 was mainly attributable to the strengthening of local currencies in Mali and Namibia. Changes in local currencies result in changes to the underlying book values of tax balance

sheets for Mali and Namibia as tax filings are in local currencies. The deferred income tax expense in the fourth quarter of 2019 was primarily attributable to the reversal of the impairment in respect of the Masbate Mine ($30 million).

For the fourth quarter of 2019, the Company recorded income from discontinued operations of $4 million, relating to El Limon and La Libertad mines which were sold to Calibre on October 15, 2019.

Net income for the fourth quarter of 2020 was $174 million compared $182 million for the fourth quarter of 2019 and the Company generated net income attributable to the shareholders of the Company of $168 million ($0.16 per share) for the fourth quarter of 2020 compared to $177 million ($0.17 per share) in the fourth quarter of 2019. Adjusted net income attributable to shareholders of the Company (refer to “Non-IFRS Measures”) for the fourth quarter of 2020 was $147 million ($0.14 per share) compared to $65 million ($0.06 per share) in the fourth quarter of 2019. Adjusted net income in the fourth quarter of 2020 excluded unrealized gains on derivative instruments of $8 million and deferred income tax recovery of $13 million.

REVIEW OF MINING OPERATIONS AND DEVELOPMENT PROJECTS

Fekola Mine - Mali

	Three months ended		Year ended
	December 31		December 31
	2020	2019	2020	2019
Gold revenue ($ in thousands)	278,735	164,155	1,113,288	617,452
Gold sold (ounces)	149,000	110,800	626,300	441,400
Average realized gold price ($/ounce)	1,871	1,482	1,778	1,399
Tonnes of ore milled	2,006,282	1,706,922	6,872,829	6,977,044
Grade (grams/tonne)	2.61	2.32	2.99	2.16
Recovery (%)	94.3	94.0	94.3	94.2
Gold production (ounces)	158,548	119,243	622,518	455,810
Cash operating costs(1) ($/gold ounce sold)	385	386	320	380
Cash operating costs(1) ($/gold ounce produced)	397	366	320	375
Total cash costs(1) ($/gold ounce sold)	525	504	460	493
All-in sustaining costs(1) ($/gold ounce sold)	736	685	599	641
Capital expenditures ($ in thousands)	28,378	68,130	184,037	132,847
Exploration ($ in thousands)	5,564	3,597	14,718	14,487

(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, in which the Company holds an 80% interest, produced 622,518 ounces of gold, exceeding the upper end of its guidance range (of between 590,000 and 620,000 ounces), as processed grade, tonnes and recoveries all exceeded budget. Gold production for the year also increased significantly by 37% (166,708 ounces) over 2019, mainly due to the expansion of the Fekola mining fleet and optimization of the pit designs and mine plan for 2020, which provided access to higher grade portions of the Fekola deposit earlier than anticipated in previous mine plans. For full-year 2020, mill feed grade was 2.99 grams per tonne (“g/t”) compared to budget of 2.91 g/t and 2.16 g/t in 2019; mill throughput was 6.9 million tonnes compared to budget of 6.8 million tonnes and 7.0 million tonnes in 2019; and gold recovery averaged 94.3% compared to budget of 93.8% and 94.2% in 2019. The slightly lower mill throughput in 2020 compared to 2019 was mainly due to the planned downtime for the Fekola mill expansion tie-ins and softer low-grade ore being processed in 2019. In the fourth quarter of 2020, the Fekola Mine produced 158,548 ounces of gold, significantly higher than the fourth quarter of 2019 by 33% (39,305 ounces) and in-line with budget. For the fourth quarter of 2020, mill feed grade was 2.61 g/t compared to budget of 2.75 g/t and 2.32 g/t in the fourth quarter of 2019; mill throughput was 2.0 million tonnes compared to budget of 1.9 million tonnes and 1.7 million tonnes in the fourth quarter of 2019; and gold recovery averaged 94.3% compared to budget of 94.0% and 94.0% in the fourth quarter of 2019.

The Fekola Mine continues to operate unimpeded and no operational days were lost due to the political developments in Mali in 2020. With the establishment of a new interim government in September 2020, which will lead Mali through to new presidential and legislative elections in 2022 or early 2023, the Economic Community of West African States (“ECOWAS”) has now lifted its sanctions on Mali, including air, border and financial restrictions. B2Gold will continue to work with local, regional and national governments in Mali to ensure that its mining operations continue normally, providing employment and important economic benefits to all stakeholders, including our employees, governments and the communities around the mine.

For full-year 2020, the Fekola Mine's cash operating costs (refer to “Non-IFRS Measures”) of $320 per ounce produced ($320 per gold ounce sold) were at the upper end of the guidance range of $285 to $325 per ounce. For full-year 2020, total mining costs were marginally higher than budget due to mining sequence changes and higher labour costs related to COVID-19 payments while processing costs were higher than budget due to higher than budgeted HFO costs. Full-year 2020 cash

operating costs were $55 (15%) per ounce produced lower than in 2019 as a result of higher grade ore processed resulting in higher production in 2020 as described above. Fekola’s cash operating costs for the fourth quarter of 2020 were $397 per gold ounce produced ($385 per gold ounce sold), compared to a budget of $306 per gold ounce produced and $366 per gold ounce produced for the fourth quarter of 2019. Fekola's cash operating costs in the fourth quarter of 2020 were above budget and the fourth quarter of 2019 for the same reasons as the full-year variances discussed above.

All-in sustaining costs (refer to “Non-IFRS Measures”) for the Fekola Mine for the full-year 2020 were $599 per gold ounce sold, slightly above the upper end of its guidance range of between $555 and $595 per ounce. For full-year 2019, all-in sustaining costs were $641 per gold ounce sold. All-in sustaining costs for full-year 2020 were slightly higher than budget as a result of the higher than budgeted cash operating costs described above, higher royalties resulting from a higher average gold price realized than budgeted for full-year 2020 partially offset by higher than budgeted gold ounces sold and lower than budgeted sustaining capital expenditures. Sustaining capital expenditures for full-year 2020 were $17 million lower than budget mainly a result of lower prestripping costs for Fekola Pit phases 5 and 6 resulting from mining sequence changes and approximately $4 million of overall sustaining costs savings versus budget on the tailings storage facility project completed during 2020. All-in sustaining costs for the fourth quarter of 2020 were $736 per gold ounce sold compared to a budget of $542 per gold ounce sold and $685 per gold ounce sold in the fourth quarter of 2019. As expected, all-in sustaining costs for the fourth quarter of 2020 were higher than budget as a result of the expected catch up of budgeted sustaining capital at Fekola (fleet costs and other camp costs) which was delayed from earlier quarters of 2020, higher than budgeted cash operating costs described above and higher royalties resulting from a higher average gold price realized than budgeted for the fourth quarter of 2020.

Capital expenditures for the full-year 2020 totalled $184 million, including $60 million for the mining fleet expansion, $39 million for the processing mill expansion, $22 million for the solar power plant, $30 million for prestripping, $10 million for mobile equipment rebuilds and $4 million for tailing storage facilities. Capital expenditures in the fourth quarter of 2020 totalled $28 million and consisted of $9 million for prestripping, $8 million for mobile equipment rebuilds, $3 million for the mining fleet expansion and $4 million for the solar power plant.

The low-cost Fekola Mine is expected to produce between 530,000 and 560,000 ounces of gold in 2021 at cash operating costs of between $405 and $445 per ounce and all-in sustaining costs of between $745 and $785 per ounce. Fekola’s gold production is forecast to be lower in 2021 (622,518 ounces in 2020), due to waste stripping and lower mined ore grades expected in the first half of 2021, as Phase 5 and 6 of the Fekola Pit are developed. However, additional mining areas and processing capacity are currently being investigated, with the potential to increase Fekola’s budgeted 2021 and long-term gold production. The nearby Cardinal (located within 500 metres of the current Fekola resource pit) and Anaconda area (located 20 kilometres north of Fekola) include both saprolite and hard-rock gold mineralization, with the potential to begin mining in 2021, subject to obtaining all necessary permits. Grade control drilling is already underway at a portion of the Cardinal deposit to enable it to be mined for processing at the Fekola mill in the second quarter of 2021. In addition, mill processing trials conducted in the fourth quarter of 2020 demonstrate the potential to optimize the grind-throughput capacity of the expanded facility and increase hard-rock throughput to approximately 8.0 million tonnes per annum ("Mtpa"), and support the addition of saprolite ore tonnage in excess of the hard-rock capacity. Fekola’s all-in sustaining costs per ounce are expected to increase in 2021 (compared to 2020 actual of $599 per ounce), mainly due to the planned lower production and higher period stripping activities at Fekola, and higher forecast fuel costs, import duties (approximately $11 per gold ounce sold) and ongoing COVID-19 related labour and medical costs. Until November 30, 2020, the Company was exonerated from paying import duties under the terms of its 2012 mining convention.

For 2021, the Fekola Mine is budgeted to process a total of 7.75 million tonnes of ore at an average grade of 2.32 g/t and process gold recovery of 94%. With Phase 4 of the Fekola Pit completed in 2020, ore is scheduled to be sourced from Phase 5 and 6 of the Fekola Pit in 2021 together with existing stockpiles. As a result of the planned waste stripping and lower mined ore grades in the first half of 2021, as Phase 5 and 6 of the Fekola Pit are developed, production is expected to be significantly weighted to the second half of 2021 (when mining reaches the higher grade portion of Phase 5 of the Fekola Pit). For the first half of 2021, Fekola’s gold production is expected to be between 220,000 and 230,000 ounces, which is expected to increase significantly to between 310,000 and 330,000 ounces during the second half of 2021. Based mainly on the weighting of production and timing of waste stripping, Fekola’s cash operating costs are expected to be between $530 and $570 per ounce in the first half of 2021, before significantly improving to between $315 and $355 per ounce during the second half of 2021. In addition, Fekola’s all-in sustaining costs are expected to be between $850 and $890 per ounce in the first half of 2021, before significantly improving to between $670 and $710 per ounce during the second half of 2021.

Sustaining capital costs in 2021 at the Fekola Mine are budgeted to total $86 million, including $58 million for prestripping (development of Phase 5 and 6 of the Fekola Pit), $15 million for mobile equipment rebuilds and $4 million for pit dewatering infrastructure and equipment. Non-sustaining capital costs are budgeted to total $8 million to complete the solar power plant (excluding the damages related to the fire, refer to "Fekola Solar Plant" for additional detail).

Fekola Mine Expansion

On September 10, 2020, the Company announced the successful commissioning of the Fekola mill expansion to 7.5 Mtpa (an increase of 1.5 Mtpa from an assumed base rate of 6 Mtpa), ahead of the scheduled completion date of September 30, 2020. The Fekola mill has the potential to run above the annualized throughput rate of 7.5 Mtpa and analysis is currently underway to determine the optimum throughput rate (using ore blends comparable to those planned for 2021 and future production). Commissioning included completion of all major construction activities associated with the Fekola mill expansion, as well as successful execution of a process performance test to compare with design expectations. In addition, substantially all of the Fekola mine fleet expansion equipment planned for 2020 (including excavators, trucks, and drill rigs) has now arrived on site and is operational, with the overall mine expansion now materially complete. The final non-sustaining costs incurred for the plant expansion were approximately $14 million higher than budget, of which the majority of overruns related to COVID-19 costs and increased labour and camp costs.

Fekola Solar Plant

Following the temporary suspension of solar plant construction activities in April 2020 due to COVID-19 restrictions, site activities recommenced on October 2, 2020 and construction progress is now approximately 90% complete. On January 5, 2021, a fire in the solar storage yard destroyed approximately 25% of the solar panels for the project. Replacement panels have been sourced and are scheduled to arrive at site by early May 2021. Approximately 25% of the solar field came on line on January 28, 2021 and based on current projections, the Company expects that solar production will reach 75% of full capacity by the end of March 2021. The remaining 25% is contingent on the delivery of the replacement panels, but full construction completion is now projected by the end of the second quarter of 2021. The Company does not anticipate any significant impact on Fekola’s 2021 budgeted cash operating costs as a result of the delay in completion of the solar plant and expects that losses incurred will be covered by insurance. The solar plant is expected to reduce processing costs by approximately 7% and cash operating costs per ounce produced by approximately 3%.

The existing HFO and diesel power plant have an installed capacity of 64 megawatts while Fekola’s expanded mill facilities require only approximately 40 megawatts for continuous operations. The solar plant is therefore not a necessary component to sustain the higher process plant production rate but is expected to reduce Fekola’s operating costs and emissions by decreasing power plant fuel consumption and maintenance costs. When the plant is fully commissioned, it will reduce HFO consumption by over 13 million litres per year and lower carbon dioxide emissions by an estimated 39,000 tonnes per year.

B2Gold’s Strong Partnership in Mali

B2Gold is one of the largest Canadian and foreign investors in Mali, with total investment to date of approximately $1 billion and the Company continues to have a strong and mutually beneficial relationship with the Government of Mali. As B2Gold’s 20% partner at the Fekola Mine, the State of Mali is a direct economic beneficiary of the Fekola Mine’s operating results. The Government of Mali’s share of Fekola results include corporate income tax, withholding taxes, royalties and production-based taxes, and priority dividends, which are payable each year on the first 10% tranche of the State of Mali’s overall 20% ownership interest in the Fekola Mine.

Priority dividends are based on 10% of the Fekola Mine’s annual net income each year and are accounted for as an income tax. A 10% interest in post-tax net income is equivalent to a 7.5% interest in net income before taxes after factoring in the 25% corporate income tax rate stabilized for the Fekola Mine under the 2012 Mining Code. Consequently, current income tax expense in the Consolidated Statement of Operations includes current income tax expense for the Fekola Mine at an effective interest rate of 32.5%. Priority dividend payments are due and payable in the second quarter following the year in which the obligation was generated. For 2020, the priority dividend obligation accrued of $50 million is expected to be paid in June 2021.

In addition to the priority dividends payable annually to the State of Mali, the second 10% tranche of the State’s interest in the Fekola Mine also attracts ordinary dividends for which the first distribution commenced in December 2020, following the final repayment of the intercompany loans and interest related to the construction and start-up of the Fekola Mine. Ordinary dividends are now expected to be declared at least annually going forward and will be based on free cash flows generated from Fekola’s operations after funding its capital expenditures and working capital requirements. Ordinary dividends will be allocated 8/9ths to the account of the Company and 1/9th to the State of Mali based on the Company’s and the State’s respective ordinary shareholdings. Ordinary dividend distributions are subject to a 10% withholding tax.

The Fekola Mining Convention, as amended, was established under the 2012 Mining Code and governs the legal, administrative, tax, economic, mining, social and environmental conditions under which B2Gold operates the Fekola Mine and is enforceable between the parties for the term of the Fekola Mine mining permit, an initial 30 year period, renewable for successive periods of 10 years. A new mining code was adopted in Mali in September 2019 (the “2019 Mining Code”), which outlines certain tax and customs stabilization of existing mining conventions and the enforceability of the existing conventions, including the Fekola Convention. The 2019 Mining Code expressly states that mining titles that are valid at the time of the entry into force of the 2019 Mining Code remain valid for their term and for the substance for which they have been issued. In addition, the mining conventions in force at the date of the 2019 Mining Code, including the Fekola Convention, remain valid for their term and benefit from the stabilization of their tax and customs regime as provided under such mining convention.

Masbate Mine – Philippines

	Three months ended		Year ended
	December 31		December 31
	2020	2019	2020	2019
Gold revenue ($ in thousands)	129,325	70,511	368,473	293,875
Gold sold (ounces)	69,380	47,600	206,680	211,300
Average realized gold price ($/ounce)	1,864	1,481	1,783	1,391
Tonnes of ore milled	1,929,286	2,032,093	7,760,372	7,996,990
Grade (grams/tonne)	1.11	1.01	1.00	1.16
Recovery (%)	84.0	77.0	82.3	73.2
Gold production (ounces)	57,566	50,741	204,699	217,340
Cash operating costs(1) ($/gold ounce sold)	546	667	638	589
Cash operating costs(1) ($/gold ounce produced)	585	694	629	594
Total cash costs(1) ($/gold ounce sold)	647	792	740	683
All-in sustaining costs(1) ($/gold ounce sold)	930	956	985	815
Capital expenditures ($ in thousands)	14,619	5,205	34,041	25,894
Exploration ($ in thousands)	2,421	876	8,266	3,971

The Masbate Mine in the Philippines achieved another strong year in 2020, producing 204,699 ounces of gold, at the midpoint of its guidance range (of between 200,000 and 210,000 ounces). Masbate’s strong operational performance was achieved despite a five day temporary suspension of mining activities in the first quarter of 2020 due to fuel shortages relating to COVID-19 restrictions; a magnitude 6.6 earthquake approximately 90 kilometres from the mine site on August 18, 2020, suspending mining and processing operations for five and six days, respectively, as inspections were conducted to confirm there was no damage to the mine from the earthquake and a super typhoon (Typhoon Goni), which first made landfall in the Philippines on November 1, 2020. Compared to 2019, gold production in 2020 was lower by 6% (12,641 ounces), as the prior year had benefited from higher grade ore tonnage from the Main Vein Pit. For full-year 2020, the average grade processed was 1.00 g/t compared to budget of 1.01 g/t and 1.16 g/t in 2019. Mill throughput was 7.8 million tonnes compared to a budget of 8.2 million tonnes and 8.0 million tonnes in 2019 and gold recoveries averaged 82.3% compared to budget of 76.3% and 73.2% in 2019. Masbate had a strong finish to the year, producing 57,566 ounces of gold in the fourth quarter of 2020, significantly higher than the fourth quarter of 2019 by 13% (6,825 ounces), mainly due to higher recoveries (as a result of processing more oxide ore). For the fourth quarter of 2020, mill feed grade was 1.11 g/t compared to budget of 1.15 g/t and 1.01 g/t in the fourth quarter of 2019; mill throughput was 1.9 million tonnes compared to budget of 2.0 million tonnes and 2.0 million tonnes in the fourth quarter of 2019; and gold recovery averaged 84.0% compared to budget of 74.6% and 77.0% in the fourth quarter of 2019.

The Masbate Mine’s cash operating costs (refer to “Non-IFRS Measures”) of $629 per ounce produced for full-year 2020 ($638 per gold ounce sold) were well below the Company's guidance range of between $665 to $705 per ounce. Cash operating costs per gold ounce produced for full-year 2020 were below budget resulting from lower than budgeted mining and processing costs. Mining and processing costs for full-year 2020 were lower than budget due to lower diesel and HFO prices. In addition, mined tonnage and waste stripping activity was less than budgeted and haulage distances were shorter, all of which reduced mining costs per tonne. Cash operating costs for full-year 2020 were 6% higher than full-year 2019 mainly as of a result of higher production in full-year 2019. Masbate's cash operating costs for the fourth quarter of 2020 were $585 per gold ounce produced ($546 per gold ounce sold) which was $47 per ounce produced lower than budget and $109 per ounce produced lower than the fourth quarter of 2019. The lower cash operating costs per gold ounce produced in the fourth quarter of 2020 compared to budget arose for the same reasons as the full-year variance discussed above. Cash operating costs per gold ounce produced in the fourth quarter of 2020 compared to the fourth quarter of 2019 were lower due to higher production in the fourth quarter of 2020 compared to the fourth quarter of 2019 as discussed above.

All-in sustaining costs (refer to “Non-IFRS Measures”) for Masbate were $985 per gold ounce sold for full-year 2020, within its guidance range of between $965 and $1,005 per ounce. For full-year 2019, all-in sustaining costs were $815 per gold ounce sold. All-in sustaining costs for the fourth quarter of 2020 were $930 per gold ounce sold compared to a budget of $830 per gold ounce sold and $956 per gold ounce sold in the fourth quarter of 2019. As expected, all-in sustaining costs for the fourth quarter of 2020 were higher than budget as a result of the expected catch up of budgeted sustaining capital at Masbate (mainly fleet rebuilds) which was delayed from earlier quarters of 2020.

Capital expenditures totalled $34 million in 2020, including mobile equipment acquisition costs and rebuilds of $15 million, prestripping costs of $6 million, processing equipment replacement costs of $4 million and tailings storage facility projects of $4

million. Capital expenditures for the fourth quarter of 2020 totalled $15 million consisting primarily of $7 million of mobile equipment purchases and rebuilds and $2 million of prestripping.

The Masbate Mine is expected to produce between 200,000 and 210,000 ounces of gold in 2021 at cash operating costs of between $650 and $690 per ounce and all-in sustaining costs of between $955 and $995 per ounce. For 2021, Masbate is budgeted to process a total of 8.0 million tonnes of ore at an average grade of 1.10 g/t and process gold recovery of 73.4%. Mill feed is budgeted to consist primarily of fresh ore (88%), sourced from the Main Vein Pit (Stage 4 and 6) and the Montana Pit. Masbate’s gold production is scheduled to be relatively consistent throughout 2021.

Sustaining capital costs in 2021 at the Masbate Mine are budgeted to total $29 million, including $9 million for mobile fleet rebuilds and replacements, $5 million for a tailings water treatment plant, $3 million for prestripping and $3 million for power plant rebuilds. Non-sustaining capital costs are budgeted to total $9 million.

Otjikoto Mine - Namibia

	Three months ended		Year ended
	December 31		December 31
	2020	2019	2020	2019
Gold revenue ($ in thousands)	71,465	78,993	307,167	247,251
Gold sold (ounces)	38,275	53,400	173,475	175,100
Average realized gold price ($/ounce)	1,867	1,479	1,771	1,412
Tonnes of ore milled	898,503	903,630	3,505,569	3,415,475
Grade (grams/tonne)	1.41	2.04	1.52	1.64
Recovery (%)	98.4	98.8	98.4	98.7
Gold production (ounces)	40,205	58,422	168,041	177,966
Cash operating costs(1) ($/gold ounce sold)	501	392	437	468
Cash operating costs(1) ($/gold ounce produced)	520	379	453	461
Total cash costs(1) ($/gold ounce sold)	576	451	508	525
All-in sustaining costs(1) ($/gold ounce sold)	1,200	897	920	895
Capital expenditures ($ in thousands)	25,119	21,633	66,815	56,085
Exploration ($ in thousands)	1,462	788	3,183	2,455

The Otjikoto Mine in Namibia, in which the Company holds a 90% interest, had another solid year in 2020, producing 168,041 ounces of gold, near the midpoint of its guidance range (of between 165,000 and 175,000 ounces). Compared to 2019, gold production was lower by 6% (9,925 ounces) in 2020, as the prior year had benefited from more high-grade ore tonnes being mined from Phase 2 of the Wolfshag Pit. For full-year 2020, mill feed grade was 1.52 g/t compared to budget of 1.55 g/t and 1.64 g/t in 2019; mill throughput was 3.51 million tonnes compared to budget of 3.41 million tonnes and 3.42 million tonnes in 2019; and gold recovery averaged 98.4% compared to budget of 98.0% and 98.7% in 2019. In the fourth quarter of 2020, the Otjikoto Mine produced 40,205 ounces of gold, 5% lower than budget (fourth quarter of 2019 – 58,422 ounces). For the fourth quarter of 2020, mill feed grade was 1.41 g/t compared to budget of 1.57 g/t and 2.04 g/t in the fourth quarter of 2019; mill throughput was 0.9 million tonnes compared to budget of 0.9 million tonnes and 0.9 million tonnes in the fourth quarter of 2019; and gold recovery averaged 98.4% compared to budget of 98.0% and 98.8% in the fourth quarter of 2019.

In December 2019, the Board approved the development of the Wolfshag underground mine (the initial underground Mineral Reserve estimate for the down-plunge extension of the Wolfshag orebody included 210,000 ounces of gold in 1.2 million tonnes of ore at 5.57 g/t gold). Development of the Wolfshag underground mine continues to progress well and on schedule. This project is expected to bring forward production of high-grade ore from the Wolfshag deposit and reduce production costs. The mine development will also provide access for down-plunge and parallel exploration and has been designed to support future expansions. Project spending is currently estimated to total $57 million (of which $26 million is budgeted to be incurred in 2021) from completion of the internal study to production of stope ore. Portal development was completed in 2020, and activities in 2021 will focus on horizontal and vertical development to produce stope ore in the first quarter of 2022.

The Otjikoto Mine's cash operating costs (refer to “Non-IFRS Measures”) for full-year 2020 were $453 per gold ounce produced ($437 per gold ounce sold), below its guidance range of between $480 to $520 per ounce. Full-year 2020 cash operating costs per ounce were lower than budgeted due to higher than budgeted gold ounces produced, lower than budgeted fuel prices and a weaker Namibian dollar compared to the US dollar. Full-year 2020 cash operating costs were in-line with full-year 2019 cash operating costs of $461 per gold ounce produced. For the fourth quarter of 2020, the Otjikoto Mine's cash operating costs were $520 per gold ounce produced ($501 per ounce gold sold) in-line with budget (lower operating costs were offset by lower ounces produced as a result of lower grade processed) and $141 per ounce produced higher than the fourth quarter of 2019. Fourth

quarter of 2019 cash operating costs per gold ounce produced were lower than fourth quarter of 2020 cash operating costs per gold ounce produced as fourth quarter 2019 production was higher due to grade as discussed above.

All-in sustaining costs (refer to “Non-IFRS Measures”) for Otjikoto for full-year 2020 were $920 per gold ounce sold, which was well below the low end of its guidance range of between $1,010 and $1,050 per ounce and were higher than $895 per gold ounce sold in 2019. All-in sustaining costs for the full-year 2020 were lower than budget as a result of lower than budgeted cash operating costs as discussed above, higher than budgeted gold ounces sold and sustaining capital expenditures which were $11 million lower than budgeted, mainly due to lower than budgeted prestripping. All-in sustaining costs for the fourth quarter of 2020 were $1,200 per gold ounce sold compared to a budget of $1,056 per gold ounce sold and $897 per gold ounce sold in the fourth quarter of 2019. In the fourth quarter of 2020, all in-sustaining costs were higher than budget primarily due to lower than budgeted gold ounces sold and the expected catch up of budgeted sustaining capital which was delayed from earlier quarters of 2020.

Capital expenditures totalled $67 million in 2020, primarily consisting of $47 million for prestripping for the Otjikoto Pit Phases 3 and 4 and Wolfshag Pit Phase 3, $10 million in mobile equipment rebuilds and replacements and $7 million for Wolfshag underground development. For full-year 2020, Wolfshag underground development costs were $11 million less than budgeted and power grid connection costs were $6 million less than budgeted. Capital expenditures for the fourth quarter of 2020 totalled $25 million primarily consisting of $16 million for prestripping, $4 million in mobile equipment rebuilds and replacements and $4 million for Wolfshag underground development.

The Otjikoto Mine is expected to produce between 190,000 and 200,000 ounces of gold in 2021, a significant increase of approximately 16% (compared to 168,041 ounces produced in 2020), and is in the range of Otjikoto’s annual production record (of 191,534 ounces achieved in 2017), as high-grade ore is scheduled to be sourced from Phase 3 of the Wolfshag Pit in the second half of 2021. Otjikoto’s cash operating costs are forecast to be between $480 and $520 per ounce and all-in sustaining costs are expected to be between $830 and $870 per ounce. Otjikoto’s all-in sustaining costs per ounce are expected to decrease in 2021 (compared to 2020 guidance of between $1,010 and $1,050 per ounce), mainly due to higher production and lower capitalized prestripping costs forecast at Otjikoto in 2021, partially offset by the cost of ore stockpiles drawn in the year.

For 2021, Otjikoto is budgeted to process a total of 3.4 million tonnes of ore at an average grade of 1.77 g/t with process gold recovery of 98%. Mining activities are scheduled to focus on waste stripping in Phase 3 of the Wolfshag Pit and Phase 3 of the Otjikoto Pit in the first half of 2021 when ore is scheduled to be sourced mainly from medium grade stockpiles, resulting in an average head grade of approximately 0.87 g/t in the first half of 2021, compared to a head grade of approximately 2.67 g/t in the second half of 2021 when high grade ore from Phase 3 of the Wolfshag Pit is available.

The Wolfshag ore zone is narrow and high grade, with pit and phase strip ratios that result in a highly variable gold production profile. Approximately 70% of the gold produced in 2021 is expected to be mined from Phase 3 of the Wolfshag Pit, with material ore production starting early in the third quarter of 2021 following the waste stripping campaign. As a result of the timing of this high-grade ore mining, Otjikoto’s production is expected to be significantly weighted to the second half of 2021. For the first half of 2021, Otjikoto’s gold production is expected to be between 45,000 and 50,000 ounces, which is expected to increase significantly to between 145,000 and 150,000 ounces during the second half of 2021. Based mainly on the weighting of the planned production and timing of higher waste stripping, Otjikoto’s cash operating costs are expected to be between $940 and $980 per ounce in the first half of 2021, before significantly improving to between $330 and $370 per ounce during the second half of 2021. In addition, Otjikoto’s all-in sustaining costs are expected to be between $1,600 and $1,640 per ounce in the first half of 2021, before significantly improving to between $580 and $620 per ounce during the second half of 2021. In the first quarter of 2021, forecast gold production at Otjikoto is lower and forecast costs are higher than the second quarter of 2021, due to the significant amount of waste stripping and lower stockpile grades which will be processed early in 2021.

Otjikoto’s higher 2021 gold production level of between 190,000 and 200,000 ounces is expected to continue through to 2024, as production from Wolfshag underground is expected to commence in early 2022 and will supplement ore from the Otjikoto Pit as well as existing medium and low-grade stockpiles for approximately three years based on current estimates.

Sustaining capital costs in 2021 at the Otjikoto Mine are budgeted to total $44 million, including $36 million for capitalized prestripping and $7 million for mobile equipment rebuilds and equipment purchases. Non-sustaining capital costs are budgeted to total $33 million, including $26 million for development of the Wolfshag underground project and $7 million for a connection to the national power grid, originally planned for 2020, and delayed due to COVID-19. The delay in connecting to the national power grid to 2021 is not expected to impact the targeted commissioning date of the Wolfshag underground mine.

Investment in Calibre

On October 15, 2019, B2Gold completed the sale of the Nicaraguan Assets to Calibre. Prior to closing, B2Gold accounted for the Nicaraguan Assets as discontinued operations for financial reporting purposes in accordance with IFRS 5, Non-current assets held for sale and discontinued operations. Commencing October 15, 2019, the Company no longer consolidates the results of its Nicaraguan operations in its consolidated financial statements, but rather equity accounts for its 33% ownership interest in Calibre. The results of the Nicaraguan Assets for the three and twelve months ended December 31, 2019 have been presented as discontinued operations for all periods in the Consolidated Statement of Operations and the Consolidated Statements of Cash

Flows. Following completion of the Calibre Transaction and conversion of the convertible debenture, B2Gold currently holds approximately 33% of the total issued and outstanding Calibre common shares. The market value of the Company's 33% common shareholding of Calibre at December 31, 2020 was $211 million. For full-year 2020, the Company's estimate of its share of Calibre's net income based on publicly available information was approximately $22 million. For the fourth quarter of 2020, the Company's estimate of its share of Calibre's net income based on publicly available information was approximately $9 million. Calibre will report its fourth quarter and full year 2020 financial results on February 24, 2021. The Company will update any differences in the first quarter of 2021.

Attributable share of Calibre production and costs

Based on Calibre's production press release dated January 12, 2021, consolidated production of Calibre from the El Limon and La Libertad mines for full-year 2020 was 136,009 ounces (exceeding the high end of Calibre's production guidance range) of which the Company's attributable share was 45,479 ounces. For the fourth quarter of 2020, consolidated production of Calibre was 42,573 ounces of which the Company's attributable share was 14,150 ounces. Consolidated production of Calibre from October 15, 2019 to December 31, 2019 was 33,506 ounces of which the Company's attributable share was 10,724 ounces.

The Company has assumed that the consolidated cash operating costs per ounce produced and all-in sustaining costs for Calibre for full-year 2020 will be in-line with the revised guidance of approximately $820 per ounce and $1,090 per ounce respectively. Consolidated cash operating costs per ounce produced and all-in sustaining costs for Calibre for the fourth quarter of 2020 reflect the adjustment for actual third quarter of 2020 results.

In 2021, Calibre operations are forecast to produce between 170,000 and 180,000 ounces of gold from the El Limon and La Libertad mines. The Company’s expected share (33%) of attributable ounces produced projected from Calibre is between 50,000 and 60,000 ounces. Calibre’s cash operating costs are forecast to be between $920 and $1,020 per ounce and all-in sustaining costs are forecast to be between $1,040 and $1,140 per ounce.

Discontinued Operations - El Limon and La Libertad Mines – Nicaragua

El Limon Mine in Nicaragua produced 47,288 ounces of gold from January 1, 2019 to October 14, 2019. For that period, El Limon's cash operating costs (refer to "Non-IFRS Measures") were $768 per gold ounce produced ($815 per gold ounce sold). All-in sustaining costs (refer to "Non-IFRS Measures") for the period ended October 14, 2019 were $1,257 per gold ounce sold. Capital expenditures to October 14, 2019 totalled $32 million and consisted mainly of Limon Central prestripping and Santa Pancha and Veta Nueva underground development costs.

La Libertad Mine in Nicaragua produced 71,091 ounces of gold from January 1, 2019 to October 14, 2019. For that period, La Libertad's cash operating costs were $1,055 per gold ounce produced ($1,058 per gold ounce sold). All-in sustaining costs for the period ended October 14, 2019 were $1,389 per gold ounce sold. Capital expenditures to October 14, 2019 totalled $18 million, primarily consisting of expenditures for tailings storage facility construction, land purchase and resettlement related to the Jabali Antenna open-pit and underground development costs.

Gramalote Project - Colombia

Following amendments to the Gramalote Project shareholders agreement in December 2019, B2Gold was appointed as manager of the project as of January 1, 2020. In the first half of 2020, the Company sole-funded $12.5 million of expenditures on the Gramalote Project, which resulted in the Company's interest being increased to 50% (AngloGold Ashanti Limited ("AngloGold") - 50%). An additional sole-funded amount of $1.4 million was completed in July 2020 resulting in the Company having met its total sole-funding obligation of $13.9 million under the amended shareholders agreement. Each of B2Gold and AngloGold is now funding its respective share of expenditures pro rata. For full-year 2020, the Company's share of Gramalote capital expenditures totalled $19 million compared to a budget of $26 million. Full-year 2020 expenditures were $7 million below budget resulting from COVID-19 delays.

On January 21, 2020, the Company announced positive results from the Gramalote PEA. The Gramalote PEA was prepared by B2Gold and evaluates recovery of gold from an open-pit mining operation that will move up to 143,000 tonnes per day (“tpd”) (50.0 Mtpa), with a 30,137 tpd (11.0 Mtpa) processing plant that includes crushing, grinding, flotation, with fine grinding of the flotation concentrate and agitated leaching of both the flotation concentrate and the flotation tails, followed by a carbon-in-pulp recovery process to produce doré bullion. The Gramalote PEA is based solely on production from Gramalote Ridge and does not include potential production from the nearby Trinidad deposit, which has a current Inferred Mineral Resource estimate, and the Monjas West zone. The Mineral Resource estimate for Gramalote Ridge that formed the basis for the Gramalote PEA includes Indicated Mineral Resources of 70,110,000 tonnes grading 0.92 g/t gold for a total of 2,070,000 ounces of gold and Inferred Mineral Resources of 79,030,000 tonnes grading 0.79 g/t gold for a total of 2,010,000 ounces of gold.

The Gramalote PEA is preliminary in nature and includes Inferred Mineral Resources that are considered too speculative geologically to have the economic considerations applied to them that would enable them to be categorized as Mineral Reserves, and there is no certainty that the PEA based on these Mineral Resources will be realized. Mineral Resources that are not Mineral Reserves do not have demonstrated economic viability.

Based on the positive results from the Gramalote PEA, the Company believes that the Gramalote Project has the potential to become a large, low-cost open-pit gold mine, subject to the results of the Gramalote Feasibility Study expected in April 2021. The Environmental Impact Study and Project Implementation Plans for the Gramalote Project have been fully approved by the National Authority of Environmental Licenses of Colombia. Due to the desired modifications to the processing plant and infrastructure locations, a Modified Environment Impact Study and a Modified Project Implementation plan were submitted and are currently in the final approval process. If the final economics of the feasibility study are positive and a construction decision is made to develop Gramalote as an open-pit gold mine, B2Gold would utilize its proven internal mine construction team to build the mine and mill facilities and operate the mine on behalf of B2Gold and AngloGold. The Gramalote Project has several key infrastructure advantages, including: reliable water supply - high rainfall region and located next to the Nus River; adjacent to a national highway, which connects directly to Medellin and to a major river with port facilities, capable of bringing supplies by barge to within 70 kilometres of the site; proximity to the national electricity grid with ample low-cost power and a stable record of hydroelectric power; and a skilled labour workforce within Colombia. In addition, B2Gold expects the Gramalote Project to benefit from several key operational advantages, including: excellent metallurgical characteristics of the ore, which results in high recovery rates at low processing costs; relatively low strip ratio in the mine; low power costs and ability to mine and process higher grade ore in the initial years of the mine life resulting in improved project economics.

On March 30, 2020, B2Gold announced a temporary shutdown at the Gramalote Project due to COVID-19. Project operations restarted on May 4, 2020 for Environmental Impact Assessment related field activities, with infill resource drilling recommencing on May 11, 2020 and being completed on August 21, 2020. Feasibility work at the Gramalote Project has continued as planned. During 2020, Gramalote successfully conducted an extensive infill drill program of 42,500 meters that was completed in August 2020. The purpose of the infill drilling was to confirm and upgrade the Inferred Mineral Resources to Indicated status to provide the basis for Gramalote’s Feasibility Study. During the fourth quarter of 2020, an updated resource model for Gramalote was completed, providing the information necessary to advance pit design and mining engineering studies. Feasibility stage metallurgical studies and process plant design were completed by year-end and infrastructure design work continues. The results of the Gramalote Feasibility Study are expected to be announced in April 2021, with a construction decision expected to be made shortly thereafter.

Key social initiatives, including resettlement work and artisanal miner formalization/relocation, continued to advance during the fourth quarter of 2020. Gramalote has also requested that the terms of its EIA be modified to allow the resettlement process to occur as construction proceeds, which will assist in accelerating the construction sequence.

The initial 2021 budget for the Gramalote Project is $52 million (B2Gold’s 50% share is $26 million) for the continued development of the project, along with continued environmental and social activities supporting local communities. The Gramalote budget also includes $9 million for exploration in 2021, which follows a successful infill drill program in 2020 that supported an updated resource model, providing the basis for Gramalote’s Feasibility Study. A total of 18,000 metres of diamond drilling is planned in 2021, including 8,000 metres for further drilling at Gramalote Ridge and 10,000 metres at two satellite deposits (Trinidad and Monjas West), which are proximal to the planned Gramalote infrastructure.

Gramalote’s 2021 budget includes project development up to the feasibility completion and construction decision point in the second quarter of 2021, and therefore does not include early works or construction costs, such as mobilization and pioneering. A separate construction budget is expected to be developed for the second half of 2021, based on a positive Gramalote Feasibility Study and construction decision.

Kiaka Project - Burkina Faso

The Company is currently updating the existing feasibility study for the Kiaka Project in Burkina Faso, reflecting the potential for improved economics resulting from lower fuel prices, alternative power options and a higher gold price.

A Mineral Resource model utilizing additional drill results and revised model interpretations was completed in December 2020. An updated feasibility study is underway utilizing the new Mineral Resource and several new concepts to reduce costs, including a liquid natural gas (“LNG”) hybrid power plant combined with solar and dual fuel haul trucks that burn a mix of diesel fuel and LNG. A larger processing plant size of 12 Mtpa is being considered for this updated feasibility study. The Company expects to have an internal decision document completed by the end of March 2021, with an updated feasibility study completed by the end of June 2021. The 2021 budget for the Kiaka Project is $5.4 million.

Community Relations Update

In 2020, the Company incurred a total of $13 million on its community relations programs, comprised of direct expenditures of $10 million and related social taxes (mandated to be used for social programs) of $3 million across the various countries where it operates.

Mining projects provide a unique opportunity for engaging with and contributing to the development of host communities. As part of the Company's approach to generate positive socio-economic impact and legacy, one of B2Gold's goals is to help build sustainable communities, with B2Gold acting as a catalyst and community members playing a lead role in their own development. The Company believes that working through an inclusive process with local stakeholders, government and non-government organization ("NGO") partners to identify, select and implement projects is an important factor in the success of the

community development projects. By putting decision-making in the hands of stakeholders, B2Gold aims for local ownership of projects and outcomes, improved alignment between government and B2Gold efforts, and strengthened local capacity to build prosperous and healthy communities. B2Gold's Community Investment Standard, which aligns with the IFC Performance Standards and International Council on Mining and Metals guidance on community development, defines how the Company focuses on sustainable contributions to the communities where B2Gold operates. In 2020, due to the COVID-19 pandemic and its operational impacts and restrictions, our projects and operations have adapted their strategies to deliver the key planned projects and, at same time, provide emergency support to local and national governments’ response plans and to the most pressing needs of local communities. Highlights of the Company’s community investment programs and support in response to the COVID-19 pandemic is set out below.

Fekola Mine

Following the impacts caused by the COVID-19 pandemic in 2020, the Company supported both the local communities and national government in Mali with their response to the pandemic. B2Gold committed $0.5 million towards the government's COVID-19 response plan, which included funds for much needed medical supplies. Local communities surrounding the Fekola Mine received support through the donation of hygiene kits and sensitization campaigns.

During 2020, and despite the restrictions caused by the COVID-19 pandemic, the Fekola Mine was able to continue the implementation of its planned community investment programs. Along with local partners and local communities, projects were developed in the areas of education, health, water and sanitation, child protection and alternative livelihoods.

A multi-year Community Development Plan (CDP) is in place that was developed through a participative approach and includes a governance structure where decision-making is driven by local stakeholders. Under the CDP, 12 projects were presented by communities in 2020 and approved by the CDP steering committee for implementation. Ten projects were completed in 2020 and 2 were still in progress as of December 31, 2020, including the construction of primary and secondary schools and a community health center, installation of community water borehole hand pumps and the implementation of a fish farming project. A total amount of $0.6 million was invested in the CDP in 2020.

Livelihood initiatives in 2020 included the completion of a detailed feasibility study for the development of a large-scale agri-business project in the region. The project consists of the agricultural development of approximately 495 hectares of land, will incorporate modern farming practices and technology including irrigation, and will include various options for individual and entrepreneurial involvement and investment. The project aims to improve community resilience, enhance small land holder production, increase income levels, and improve access to finance and agricultural markets.

B2Gold has partnered with UNICEF since 2019 to support and empower girls and young women in artisanal mining communities from the Kenieba District. Children working in artisanal mining, especially girls, are among the most vulnerable in Mali as they can be exposed to violence, abuse and exploitation. In 2020, the project recruited mothers and community leaders to participate in the project and training was delivered in hygiene and gender-based violence ("GBV") risk mitigation. Mobile play and recreational spaces were installed in the communities and children attended the different programs and have received psychosocial support. Project activities are developed in close collaboration with local government and linked to formal education services.

Masbate Mine

Philippines regulations mandate that a social tax equal to 1.5% of operational costs is invested in support of socio-economic development in the areas impacted by a mining operation, resulting in a significant community investment budget managed by the Masbate Mine in coordination with local stakeholders through an annual Social Development Management Plan (SDMP). B2Gold also delivers further community investment where needs arise. For the funding delivered around the Masbate Mine, projects are identified and implemented in coordination with multi-stakeholder committees and town councils and support education, infrastructure, health services, and livelihood development.

In 2020, due to the severe impacts of the COVID-19 in the Philippines, the National Government, through the Mines and Geosciences Bureau (MGB), instructed mining companies to direct SDMP funds to provide emergency assistance to local governments and communities in line with the government’s COVID-19 response plan. Provision of medical supplies and donation of two ambulances to local hospitals, food assistance to frontline workers and the donation of food packages to more than 21,000 families was part of the assistance provided by B2Gold with total expenditures of $0.6 million.

Other community development initiatives continued in 2020 under the regular SDMP implementation. Education initiatives in 2020 included the continued financial assistance to 1,243 high school and 849 college students and to 43 barangay education workers. Livelihood activities included the construction of a food processing centre and related machinery and equipment. Other infrastructure development and support services included the development of 18 water distribution systems in 16 neighboring barangays benefitting 2,518 households.

Significant ongoing environmental programs continued in 2020 including mangrove reforestation, coral reef rehabilitation and resource management activities. More than one million mangroves covering 254 hectares have been planted over the life of the

program through the end of 2020. The amount of reef balls (i.e., artificial reef structures) deployed within the Colorado Marine Protected Area ("MPA") through the end of 2020 totals 2,200 across four sites and includes the propagation of approximately 10,000 coral transplants. Management planning with the MPA Technical Working Group has been on-going and is helping to improve local resource management capabilities.

Otjikoto Mine

Community investment in Namibia is focused on education, arts and culture, health, environment, and small business development. In 2020, however, and in addition to those key focus areas, the Company significantly supported the national efforts to respond to the COVID-19 pandemic. In April 2020, B2Gold Namibia made an initial contribution of $0.2 million that supported both targeted government interventions and the Development Workshop of Namibia, a non-governmental organization which operates through the Namibian Chamber of Environment. This contribution helped fund hygiene, sanitation and food security projects in the informal residential areas of urban townships throughout the country, including sensitization and installation of 50,000 simple community hand washing stations that reached 70,000 households. Later in July 2020, the Company made a contribution of $2 million to assist the Namibian government's COVID-19 relief program. Managed through the Namibia's Disaster Relief Fund, which was established under the Emergency Management Unit of the Office of the Prime Minister, the funds were directed towards the purchase of personal protection equipment, food relief packages and hospital equipment (including ventilators) to assist healthcare and frontline workers dealing with the virus and its impact on local populations.

Included in its environmental programs, B2Gold launched the Rhino Gold Bar philanthropic conservation initiative in early 2020 with the donation of 1,000 ounces of gold (valued at approximately $2 million) produced from the Company's Otjikoto Mine to support the preservation of the black rhino population in the country and the communities that protect them. A series of limited-edition Rhino Gold Bars was produced and sold to investors at the spot price of gold on the date of sale plus a 15% conservation premium. Proceeds from the sale are managed by the Rhino Gold Bar Advisory Committee ("RGBAC") composed of representatives from B2Gold; the Save the Rhino Trust Namibia ("SRT"); the Integrated Rural Development and Nature Conservation ("IRDNC"); the Namibian Chamber of Environment; and the Namibian Ministry of Environment, Forestry and Tourism, and are used to assist conservation actions in the field, including support for patrols, intelligence activities, and to rural communities who live alongside the black rhino population. A portion of the proceeds from the sale of the bars are planned to mint a new series of limited rhino bars and medallions, helping the Rhino Bar initiative to become self-sufficient and sustainable.

In 2020, the Company supported programs in early childhood development, primary and secondary schools, vocational education, and teacher skills development. Support was provided for a partnership between a remote indigenous private school and public schools to share knowledge and experiences via live interactive technologies through satellite uplinks. A primary school was built in the town of Otjiwarongo in 2020 benefiting 320 pupils. Healthcare programs provided mobile services to reach remote communities and informal settlements in the capital city of Windhoek. A total of $1 million was spent on these social development programs in 2020.

Gramalote Project

The Gramalote Project in Colombia implemented several community investment activities in 2020 in the areas of education, health, livelihoods, arts and culture. With a special focus on livelihood activities, Gramalote continued the implementation of the La Maria pilot project for the formalization of informal artisanal and small-scale miners in line with applicable national policies and regulations. The Company supported the artisanal & small-scale miners in preparing and obtaining environmental permits ("EIA") and complementary work plans as required by law, along with technical training and analysis for best gold processing alternatives. In 2020, 73 small miners from the community of La Maria were formally established as a small company and are authorized to mine in compliance with all legal, social and environmental national requirements.

The Company is in the planning phase of the resettlement of neighborhood communities that will be impacted by the proposed development of the Gramalote Project, and a Resettlement Action Plan (RAP) is being developed through a participatory approach with communities in alignment with international best practice (e.g. International Finance Corporation ("IFC") Performance Standard 5 – Land Acquisition and Resettlement) and in compliance with Colombian legislation. In 2020, several workshops were conducted with the communities to build their capacity on a standard resettlement process in order to ensure their fully informed participation throughout the process.

In response to the impacts of the COVID-19 pandemic, Gramalote supported the local governments and communities in 2020 through the donations of medical equipment and tests to local hospitals and food support to local communities.

Kiaka Project

In 2020, B2Gold continued supporting the nearby villages on agriculture-based livelihood projects targeting women and youth. Specific activities included the construction of an irrigation system for a market garden project and funding the implementation of a chicken farm project.

Vancouver, Canada, Corporate Office

B2Gold actively supports sustainable projects in health, education, livelihoods and environmental conservation throughout the world where we operate. As a Canadian company, B2Gold is also committed to supporting CSR initiatives at home through its Canadian CSR Fund. In 2020, the Company provided CDN$1 million of financial support to community organizations in Metro Vancouver, Canada, which are on the frontline in assisting local communities impacted by the COVID-19 pandemic. B2Gold donated:

•CDN$375,000 to the Greater Vancouver Food Bank, which provides healthy food to those in need, including over 8,500 clients and approximately 80 Community Agency Partners across Metro Vancouver.

•CDN$250,000 to PHS Community Services Society and CDN$125,000 to The Bloom Group Community Services Society, which provide housing, health care, harm reduction and health promotion for some of the most vulnerable and under-served people in Vancouver's Downtown Eastside community.

•CDN$250,000 to Covenant House Vancouver, which provides food, shelter and medical care to Vancouver's homeless and at-risk street youth.

LIQUIDITY AND CAPITAL RESOURCES

B2Gold continues to maintain a strong financial position and liquidity. On April 8, 2020, as a precautionary measure and given the uncertainty resulting from the COVID-19 pandemic, the Company completed the drawdown of a further $250 million on its $600 million RCF. During the third quarter of 2020, the Company fully repaid the outstanding RCF balance of $425 million with the full amount of the $600 million RCF now undrawn and available. At December 31, 2020, the Company had cash and cash equivalents of $480 million compared to cash and cash equivalents of $141 million at December 31, 2019. Working capital at December 31, 2020 was $465 million compared to $242 million at December 31, 2019.

The Company has an RCF with a syndicate of international banks for an aggregate amount of $600 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 May 9, 2023. The RCF bears interest on a sliding scale of between LIBOR plus 2.125% to 2.75% based on the Company’s consolidated net leverage ratio. Commitment fees for the undrawn portion of the facility are also on a similar sliding scale basis of between 0.48% and 0.62%. 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 December 31, 2020, the Company was in compliance with these debt covenants.

During 2016, the Company entered into a Euro 71 million term equipment facility with Caterpillar Financial SARL, as Mandated Lead Arranger, and Caterpillar Financial Services Corporation, as original lender. The aggregate principal amount of up to Euro 71 million is available to the Company’s majority-owned subsidiary, Fekola SA (the “Borrower”) to finance or refinance the mining fleet and other mining equipment at the Fekola Mine and has been fully drawn. Each equipment loan is repayable in 20 equal quarterly installments. The final repayment date shall be five years from the first disbursement under each equipment loan. The interest rate on each loan is a rate per annum equal to EURIBOR plus a margin of 5.10%. A commitment fee of 1.15% per annum on the undrawn balance of each tranche for the first twenty-four months after December 7, 2016 and 0.5% thereafter is also due, each payable quarterly. In each case, from October 1, 2017, 0.4167% per annum on the undrawn balance of each tranche. The Company and its subsidiary, Mali Mining Investments Limited, have guaranteed the equipment facility and security is given over the equipment of the Borrower which has been financed by the equipment facility, related warranty and insurance, and over the debt service reserve account ("DSRA"). The Borrower is required to maintain a deposit in a DSRA equal at all times to the total of the principal, interest and other payments that become payable over the next six months. As at December 31, 2020, the balance in the DSRA account was Euro 8 million ($10 million equivalent).

On September 29, 2020, the Company entered into a new term equipment facility (the "new equipment facility") with Caterpillar Financial Services Corporation for an aggregate principal amount of up to the Euro equivalent of $40 million. The new equipment facility is available to the Borrower to finance or refinance up to 75% of the cost of mining fleet and other mining equipment at the Company's Fekola Mine in Mali. The new equipment facility is available from the date of the agreement and ends on the earlier of the day when the new equipment facility is fully drawn and September 29, 2021. The new equipment facility may be drawn in installments of not less than Euro 5 million, and each such installment shall be treated as a separate equipment loan. On October 26, 2020, the Borrower drew down the entire amount under the new equipment facility for proceeds of Euro 36 million.

Each equipment loan is repayable in 20 equal quarterly installments. The final repayment date shall be five years from the first disbursement under each equipment loan. The interest rate on each loan is a rate per annum equal to EURIBOR plus a margin of 4.25%. A commitment fee of 0.85% per annum on the undrawn balance of the new equipment facility for the term of the facility is also due, payable quarterly commencing 12 months from the date of the agreement. The Company and its wholly-owned subsidiary, Mali Mining Investments Limited, have guaranteed the new equipment facility and security is given over the equipment of the Borrower which has been financed by the new equipment facility, related warranty and insurance.

On June 1, 2017, the Company entered into an $18 million term equipment facility with Caterpillar Financial Services Philippines Inc. The aggregate principal amount is available to the Company’s Philippines subsidiaries to finance or refinance the mining fleet and other mining equipment at the Company's Masbate Mine and has been fully drawn. Each equipment loan is repayable in 20 equal quarterly installments. The final repayment date shall be five years from the first disbursement under each equipment

loan. The interest rate on each loan is a rate per annum equal to LIBOR plus a margin of 3.85%. The Company has guaranteed the equipment facilities and security is given over the equipment of the Borrower which has been financed by the equipment facilities. At December 31, 2020, the facility had been fully drawn.

On May 30, 2017, the term over which the Otjikoto equipment loans may be advanced under the facility was extended to June 30, 2018 and an additional $6 million was made available for drawdown. During the year ended December 31, 2017, the Company had drawn down the full $6 million available under the facility. During the year ended December 31, 2020, the Company repaid the equipment loans in full.

For the year ended December 31, 2020, net resource property expenditures totalled $338 million. The most significant expenditures were on the Fekola Mine expenditures of $184 million, the Masbate Mine expenditures of $34 million and the Otjikoto Mine expenditures of $67 million. Exploration and development costs for the year ended December 31, 2020 totalled $48 million while cash paid into reclamation accounts totalled $12 million.

On April 28, 2020, the Company and its 10% partner GAMS-Mining F&I entered into a definitive agreement with West African for the sale of the Toega project located in Burkina Faso. The initial non-refundable cash payment of $9 million due to B2Gold was received in the second quarter of 2020.

As at December 31, 2020, and in addition to those commitments disclosed elsewhere in this MD&A, the Company had the following commitments:

•For payments of $3 million for the solar plant, $3 million for major overhauls and $3 million for other capital projects at the Fekola Mine, all of which is expected to be incurred in 2021.

•For payments of $55 million for the Wolfshag underground project at the Otjikoto Mine, of which $22 million is expected to be incurred in 2021 and $33 million is expected to be incurred in 2022.

•For payments of $1 million for major overhauls of mobile equipment at the Masbate Mine, all of which is expected to be incurred in 2021.

•For payments of $3 million for the Gramalote Project, all of which is expected to be incurred in 2021.

For 2021, the Company has budgeted total capital expenditures of $94 million at the Fekola Mine, $38 million at the Masbate Mine and $76 million at the Otjikoto Mine. In addition, the Company has budgeted $26 million for its 50% share of the Gramalote Project expenditures for 2021. The Company’s total 2021 exploration budget is approximately $66 million.

As at December 31, 2020, the Company’s significant commitments are disclosed in the table below:

	2021	2022	2023	2024	2025	Total
	$	$	$	$	$	$
Accounts payable and accrued liabilities	89,062	—	—	—	—	89,062
Derivative liabilities	2,059	—	—	—	—	2,059
Fekola equipment loan facilities:
Principal	26,301	19,392	11,101	8,965	7,267	73,026
Interest (estimated)	3,230	1,953	1,143	631	170	7,127
Masbate equipment loan facility:
Principal	3,513	3,076	766	106	—	7,461
Interest (estimated)	397	167	26	2	—	592
Lease liabilities
Principal	3,955	3,204	2,678	2,186	1,377	13,400
Interest (estimated)	29	12	—	—	—	41
Capital expenditure commitments	35,576	33,660	—	—	—	69,236
Commitment fees on RCF	2,869	2,869	1,489	—	—	7,227
Employee future benefits	179	179	179	179	179	895
Other liabilities	6,925	—	—	—	—	6,925
	174,095	64,512	17,382	12,069	8,993	277,051

The Company believes that its future cash flows from operations along with the undrawn and available balances on its current facilities will allow it to meet its current obligations as they come due.

Derivative financial instruments

Fuel 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 year ended December 31, 2020, the Company entered into additional series of forward contracts for the purchase of 81.1 million litres of gas oil and 97.0 million litres of fuel oil with scheduled settlement between May 2020 and January 2023. These derivative instruments were not designated as hedges by the Company and are being recorded at their fair value at the end of each reporting period with changes in fair value recorded in the Consolidated Statement of Operations.

The following is a summary, by maturity dates, of the Company’s fuel derivative contracts outstanding as at December 31, 2020:

	2021		2022		2023		Total
Forward – fuel oil:
Litres (thousands)	46,547		29,980		2,272		78,799
Average strike price	$	0.25	$	0.27	$	0.29	$	0.26
Forward – gas oil:
Litres (thousands)	43,274		27,842		2,146		73,262
Average strike price	$	0.33	$	0.34	$	0.37	$	0.33
Collars - fuel oil
Litres (thousand)	9,086		—		—		9,086
Average ceiling price	$	0.26	$	—	$	—	$	0.26
Average floor price	$	0.39	$	—	$	—	$	0.39
Collars - diesel
Litres (thousand)	6,439		—		—		6,439
Average ceiling price	$	0.40	$	—	$	—	$	0.40
Average floor price	$	0.57	$	—	$	—	$	0.57

The unrealized fair value of these contracts at December 31, 2020 was $5 million.

Interest rate swaps

On January 24, 2019, the Company entered into a series of interest rate swaps with a notional amount of $125 million with settlements scheduled between April 2019 and July 2021. Under these contracts, the Company receives a floating rate equal to the 3 month United States dollar LIBOR rate and pays a fixed rate of between 2.36% and 2.67%. The new interest rate swaps cancelled the existing contracts and embedded the positive unrealized fair value into the new series of contracts. The Company entered into these interest rate swaps to manage the volatility of the interest related to the RCF. The fair value of these contracts at December 31, 2020 was $(2) million. These derivative instruments were not designated as hedges by the Company and are being recorded at their fair value at the end of each reporting period with changes in fair value recorded in the Consolidated Statement of Operations.

Operating activities

Financing activities

The Company’s cash from financing activities for the year ended December 31, 2020 was a net outflow of $279 million. For the year ended December 31, 2020, the Company drew down $250 million under its RCF, made repayments of $450 million on the RCF, drew down $41 million on the new equipment facility, made equipment loan facility repayments of $28 million, received proceeds from the exercise of stock options of $46 million, made interest and commitment fees payments of $12 million, paid dividends to shareholders of $115 million and made distributions to non-controlling interests of $9 million.

On February 27, 2020, the Board declared a quarterly cash dividend of $0.01 per common share, which was paid on March 23, 2020 to shareholders of record as of March 9, 2020 in the amount of $10 million. On June 11, 2020, the Board declared a quarterly cash dividend of $0.02 per common share, paid on July 7, 2020 to shareholders of record as of June 23, 2020 in the amount of $21 million. On September 10, 2020, the Board declared a quarterly cash dividend of $0.04 per share, an increase of 100%, paid on September 30, 2020 to shareholders of record as of September 22, 2020 in the amount of $43 million. On November 25, 2020, the Board declared a quarterly cash dividend of $0.04 per share, paid on December 18, 2020 to shareholders of record as of December 8, 2020 in the amount of $42 million.

As part of the long-term strategy to maximize shareholder value, B2Gold expects to declare future quarterly dividends at the same level, which reflects a previously announced increase in the Company's annual dividend from $0.08 per share to $0.16 per share. 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 year ended December 31, 2020, net resource property expenditures totalled $338 million. The most significant expenditures were expenditures on the Fekola Mine of $184 million, Masbate Mine expenditures of $34 million, Otjikoto Mine expenditures of $67 million and Gramalote Project expenditures of $19 million (refer to “Review of Mining Operations and Development Projects" section for additional details of capital expenditures). Exploration and development costs for the year ended December 31, 2020 totalled $48 million. In addition, for the year ended December 31, 2020, the Company received the remaining $16 million in proceeds from the sale of the Nicaraguan Assets, received a $9 million non-refundable deposit for the sale of Toega and paid $12 million into restricted reclamation accounts.

Exploration

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

	For the three months ended December 31, 2020	For the three months ended December 31, 2019	For the year ended December 31, 2020	For the year ended December 31, 2019
	$	$	$	$
	(000’s)	(000’s)	(000’s)	(000’s)
Fekola Mine, exploration	5,564	3,597	14,718	14,487
Masbate Mine, exploration	2,421	876	8,266	3,971
Otjikoto Mine, exploration	1,462	788	3,183	2,455
Anaconda Regional, exploration	1,051	1,049	4,489	2,424
Kiaka Project, exploration	1,434	788	4,032	3,332
Ondundu Project, exploration	149	594	922	1,505
Finland, exploration	895	176	2,336	750
Bantako Nord, exploration	575	982	3,199	1,689
Uzbekistan, exploration	917	563	1,967	2,164
Other	1,193	1,528	5,070	8,370
	15,661	10,941	48,182	41,147

For the full-year 2020, B2Gold continued to pursue a program of aggressive exploration, incurring $48 million compared to a total revised exploration budget for 2020 of $53 million, excluding drilling included in the Gramalote Project budget. Exploration for 2020 at existing properties was once again focused predominantly in West Africa, as well as the other operating mine sites in Namibia and the Philippines, with a total revised budget of $35 million. The Company also allocated an additional $18 million for its grassroots exploration programs for 2020.

Following a very successful year for exploration in 2020, B2Gold is planning another year of aggressive exploration in 2021 with a budget of approximately $66 million (excludes drilling included in the Gramalote Project budget). Exploration will focus predominantly in Mali, with a total country budget of $27 million, other operating mine sites in Namibia and the Philippines, as well as expanded focus on grassroots targets around the world. Many years of target generation and pursuing opportunities in prospective gold regions has culminated in the Company allocating a record $25 million in 2021 to high quality targets for its grassroots exploration programs, including a number of new regions.

Fekola Mine

In 2020, the Company continued exploration drilling near Fekola and the Anaconda area with an $18 million program in Mali that focused on exploration at the Cardinal and FMZ zones near the Fekola deposit which demonstrate potential for additional gold deposits within 3 kilometres of the Fekola mill, expanding the mineral resources within the Anaconda area, including the Mamba zone and further testing the sulphide zones. In the third quarter of 2020, the Company increased the Mali exploration budget by $2 million for drilling of new exploration targets. For full-year 2020, the Company ultimately incurred $20 million on Mali exploration ($15 million on Fekola Mine exploration and $5 million on Anaconda area exploration).

Approximately 33,000 metres of combined reverse circulation and diamond drilling was completed on the Cardinal (located less than one kilometre west of the Fekola Mine open pit) and FMZ zones in 2020. The new high-grade drill results now extend the gold mineralization at the Cardinal and FMZ zones to over 3.5 kilometres along strike and intersected up to 350 metres vertically below surface, with the northern portion of the Cardinal zone passing within 500 metres of the current Fekola resource pit. The high gold grade intersections at the Cardinal zone locally define a moderately northeast plunging shoot, which demonstrates good exploration potential down plunge. Mineralization at the Cardinal and FMZ zones remains open at depth and along strike. The Cardinal and FMZ zones comprise multiple, sub-parallel, west-dipping shear zones with an average width of approximately 10 metres for the main Cardinal zone. Within the shears, gold is spatially associated with quartz-carbonate veins and is strongly associated with the coarse grained pyrite. Rare visible gold has been noted within the quartz-carbonate veins. An initial Mineral Resource estimate for Cardinal is expected to be completed in the first quarter of 2021. Grade control drilling is underway at a portion of this deposit to enable it to be mined for processing at the Fekola plant, which is forecast for the second quarter of 2021, subject to obtaining all necessary permits. The potential upside from Cardinal has not been included in the 2021 budget. Ongoing exploration drilling will also focus on infilling the high-grade portions of the Cardinal zone and extend these down plunge. Drilling at Fekola North will also continue to track the main Fekola structure north of the existing open pit.

On January 16, 2020, the Company announced an updated Fekola Mineral Resource estimate based on cumulative 240,000 metres of exploration drilling in 1,124 drill holes (including 120,000 metres in 501 holes drilled by B2Gold since June 2014). The updated Fekola Indicated Mineral Resource estimate as at December 31, 2019 was 110,600,000 tonnes at 1.70 g/t gold for a total of 6,052,000 ounces of gold constrained within a $1,500 per ounce gold pit shell above a cut-off grade of 0.5 g/t gold.

In 2021, approximately $8 million is budgeted to be spent on exploration around the Fekola Mine, including Fekola North and Cardinal/FMZ. A total of approximately 49,000 metres of diamond and reverse circulation drilling is planned.

Anaconda Area

In 2020, the Company had budgeted approximately 41,000 metres of diamond drilling and reverse circulation drilling on several zones in the Anaconda Area, located approximately 20 kilometres from Fekola. Much less drilling has been completed as a result of a shift in focus to Cardinal for the majority of 2020. The Company recommenced drilling in the Anaconda area in late September 2020. For full-year 2020, the Company incurred $5 million on Anaconda Area exploration and $3 million on the Bantako Nord Area exploration.

For full-year 2020, the Company completed approximately 18,000 metres of combined reverse circulation and diamond drilling on the Anaconda area, focused mainly on the Mamba zone. The Company plans to continue focusing on upgrading and expanding the existing saprolite Mineral Resource estimate of 21.6 million tonnes at 1.11 g/t for 770,000 ounces in the Anaconda area. An updated saprolite Mineral Resource estimate based on the completed 2020 drill program is expected in the first quarter of 2021 and will feed into engineering studies currently underway. This estimate will also include an initial Mineral Resource estimate on the sulphide material below the saprolite. This sulphide mineralization will continue to be followed up in 2021. There are several other prospects in the Anaconda area where possible Fekola-style mineralization has been intersected in fresh rock which will be drilled in 2021.

Exploration drilling on the Mamba zone during the period has focused on increasing the size of the known saprolite resource and further testing the underlying sulphide mineralization. The high-grade intercepts at the Mamba zone demonstrate well mineralized intersections of sulphide-hosted gold over a total strike length of approximately 2.2 kilometres. The good grade and width combinations continue to provide strong support for this interpretation and provide a strong indication of the potential for a second Fekola-style south plunging body of sulphide mineralization, which remains open down plunge. One of the key geological aspects of the Mamba zone is the continuity in the high grade mineralization in the transition from saprolite- to sulphide-hosted zones of mineralization.

The Company also completed additional infill drilling in order to provide sufficient definition for an updated Mineral Resource estimate on the Anaconda area, which the Company expects to be completed by the end of the first quarter of 2021. Geological modeling and the preliminary stages of resource estimation are currently in progress.

In 2021, approximately $12 million is budgeted to be spent on exploration in the Anaconda area. A total of approximately 57,000 meters of diamond and reverse circulation drilling is planned.

Other West African Exploration

A total of $2.5 million is planned in other areas of West Africa, leveraging off the considerable geological experience gained at Fekola. This budget includes establishing an exploration presence and pursuing opportunities in the highly prospective and under-explored country of Cote d’Ivoire.

Masbate Mine

For full-year 2020, the Company incurred $8 million for Masbate Mine exploration, which was in-line with the budget of $8 million (included approximately 25,000 metres of diamond and reverse circulation drilling). The 2020 exploration program focused on drill testing the most prospective Inferred Mineral Resources below existing design pits to determine if existing open pits can be expanded. Several grassroot greenfield targets that have seen variable exploration and drilling was further tested with mapping, trenching and drilling.

The Masbate exploration budget for 2021 is approximately $6.3 million, including approximately 15,000 metres of drilling. The 2021 exploration program will follow up where 2020 drilling intersected higher grades in previously low-grade areas that had been sparsely drilled. It will also focus on drill testing the most prospective Inferred Mineral Resource areas below existing design pits to determine if existing open pits can be expanded as a result of higher gold prices. Several grassroot greenfield targets will be further tested as well.

Otjikoto Mine and Regional Exploration

For full-year 2020, the Company incurred $3 million for Otjikoto Mine exploration and $1 million for the Ondundu Project exploration in-line with the total exploration budget for Namibia of $4 million. Exploration in 2020 included 19,500 metres of diamond drilling and 3,300 metres of RAB drilling split between the Otjikoto Mine and the Ondundu joint venture, located approximately 200 kilometres southwest of Otjikoto. Exploration at Otjikoto continued to focus on drilling down plunge on the Wolfshag and Otjikoto deposits which remain open at depth as well as testing stratigraphy east of Wolfshag for new mineralized horizons.

The total exploration budget for Namibia in 2021 is approximately $4.8 million. Exploration in 2021 will include 25,000 metres of diamond drilling and 3,200 metres of RAB drilling split between the Otjikoto Mine and the Ondundu joint venture. The majority of the diamond drilling will target the extension of the existing Wolfshag underground resource area and a lone drillhole intersection more than 700 metres down plunge. Several new zones located parallel to and east of Wolfshag with the potential to enhance the underground project will also be tested.

Other Greenfield Exploration

Given B2Gold’s exploration teams successful discovery history, the Company budgeted $18 million for greenfield exploration opportunities internationally in 2020, as it continued to pursue early stage exploration discoveries through property acquisitions and joint ventures with junior exploration companies. The actual spend on greenfield exploration for full-year 2020 was approximately $15 million.

In 2021, B2Gold has allocated approximately $25 million to high quality targets for its grassroots exploration programs, including Finland, Uzbekistan and a number of new regions.

In Finland, the Company has allocated $4.8 million to the Central Lapland joint venture with Aurion Resources Ltd. Most significantly, the westward extension of Rupert Resources’ Ikkari discovery trends directly onto the joint venture ground. This trend coincides with B2Gold’s base-of-till (BOT) drilling and the same interpreted structure as defined by airborne geophysics.

In Uzbekistan, the Company has allocated $5 million to advance exploration on the ground acquired in proximity to the world class Muruntau super-mine. Exploration in 2020, mapping, RAB drilling and trenching identified multiple targets on structures and lithologies that have the same alteration and geochemical characteristics as Muruntau. Reverse circulation and diamond drilling are planned in 2021.

In addition, the Company has allocated approximately $15 million for several other greenfield targets currently being pursued.

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 audited consolidated financial statements for the year ended December 31, 2020. Management considers the following estimates to be the most critical in understanding the judgements involved in preparing the Company’s consolidated financial statements and the uncertainties that could impact its results of operations, financial condition and cash flows:

COVID-19 estimation uncertainty

A global pandemic related to COVID-19 was declared in March 2020 by the World Health Organization. The current and expected impacts on global commerce have been and are anticipated to continue to be far-reaching. To date, globally, there has been significant volatility in commodity prices and foreign exchange rates, restrictions on the conduct of business in many jurisdictions, including travel restrictions, and supply chain disruptions. There is significant ongoing global uncertainty surrounding COVID-19 and the extent and duration of the impact that it may have.

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 judgments 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 judgments 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

Masbate

During the year ended December 31, 2014, the Company recorded a pre-tax impairment charge of $436 million on the carrying value of Masbate Mine property, plant and equipment. The net impairment recorded in the statement operations, after taking into account a deferred income tax recovery of $131 million, was $305 million. Subsequently, during the year ended December 31, 2019, after reflecting the amount of depreciation that would have been recorded had the assets not been impaired, the Company recorded a pre-tax impairment reversal of $100 million on the carrying value of Masbate Mine property, plant and equipment. The net impairment reversal recorded in the statement operations in 2019, after taking into account a deferred income tax expense of $30 million, was $70 million. During the first nine months of 2020, the long-term consensus gold price continued to be above the long-term gold price assumptions used in the Company’s reserve estimations and life-of-mine plans. Consequently, the Company has revised its long-term gold price estimate to $1,500 per ounce of gold. The increase in the long-term gold price was considered to be an indicator of impairment reversal. The Company performed an impairment reversal test on the Masbate Mine cash-generating unit (“CGU”) as at September 30, 2020.

The carrying values of the Masbate Mine property, plant and equipment were compared to the mine’s recoverable amount which was determined to be its fair value less cost of disposal ("FVLCD") at September 30, 2020. To estimate the recoverable amount of the Masbate Mine’s CGU for impairment reversal, the Company utilized a discounted cash flow model incorporating estimates and assumptions that included such factors as reserves and resources, future production levels, metallurgical recovery estimates, operating and capital costs, future metal prices and the discount rate. Management’s estimate of the FVLCD of its CGUs is classified as level 3 in the fair value hierarchy. The Company’s estimate of future cash flows is subject to risks and uncertainties and therefore could change in the future if the underlying assumptions change.

Key assumptions used for the impairment test at September 30, 2020 were:

Long-term gold price	1,500/ounce
Silver price	17/ounce
Estimated final year of production	2036
Discount rate	5

All values are in US Dollars.

Sensitivities

The recoverable amount for the Masbate Mine CGU is most sensitive to changes in the long-term gold price and the discount rate. A decrease in the long-term gold price would result in the Company making amendments to the mine plans that would partially offset the effect of a lower long-term gold price through lower operating and capital costs. Ignoring the impact on the life-of-mine plans, in isolation, a $100 per ounce decrease in the long-term gold price assumption would not result in any change in the impairment reversal as there is sufficient headroom in the model to offset the impact of the reduction. A 50 basis point increase in the discount rate would also result in no change to the impairment reversal.

Value-added tax receivables

Uncertain tax positions

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.

Gramalote received notice from the Colombian Tax Office (DIAN) that it disagreed with the Company’s tax treatment of certain items in the 2013 and 2014 income tax returns resulting in assessments with additional income taxes and penalty fines. These assessments are currently being appealed by Gramalote and the outcome of these appeals cannot be determined at this time. The Company does not believe that its share of any taxes payable under the assessments are material and no provision for any amounts that may be payable have been recorded at this time, pending the outcome of the appeal process.

Current and deferred income taxes

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, market gold 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.sedar.com, 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 harmed and its financial condition and results of operations may suffer significantly.

DISCLOSURE CONTROLS AND INTERNAL CONTROL OVER FINANCIAL REPORTING

Disclosure controls and procedures

Disclosure controls and procedures are designed (a) under Canadian law, to provide reasonable assurance and (b) under U.S. law, to ensure that information required to be disclosed in reports filed or submitted by the Company under Canadian securities legislation and the U.S. Securities and Exchange Act of 1934, as amended (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the applicable rules and forms and include, without limitation, controls and procedures designed to ensure that information required to be disclosed in reports filed or submitted by the Company under Canadian securities legislation and the Exchange Act is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

As at December 31, 2020, management, with the participation of the Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the design and operation of the Company's disclosure controls and procedures, as defined in the rules of the Canadian Securities Administrators and under the Exchange Act. Based upon the results of that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that as of December 31, 2020, the Company's disclosure controls and procedures were effective.

Management’s annual report on internal control over financial reporting

The Company’s management, with the participation of the Chief Executive Officer and Chief Financial Officer is responsible for establishing and maintaining adequate internal control over financial reporting. Any system of internal control over financial reporting, no matter how well designed, has inherent limitations and may not prevent or detect misstatements. Even when the Company's system of internal control over financial reporting is determined to be effective, it can only provide reasonable assurance with respect to financial statement preparation and presentation.

Management has used the criteria established in the Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) to evaluate the effectiveness of the Company's internal control over financial reporting.

As at December 31, 2020, management, with the participation of the Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of the Company's internal control over financial reporting and concluded that the Company's internal control over financial reporting was effective.

The effectiveness of the Company’s internal control over financial reporting has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, who have expressed their opinion in their report included with our annual consolidated financial statements.

Changes in internal control over financial reporting

There has been no change in our internal control over financial reporting during the year ended December 31, 2020 which has materially affected, or is reasonably likely to materially affect, our 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 annual consolidated financial statements on a consolidated and a mine-by-mine basis:

	For the three months ended December 31, 2020
	Fekola<br> Mine	Masbate<br> Mine	Otjikoto<br> Mine	Total	Calibre equity investment	Grand<br> Total
	$	$	$	$	$	$
Production costs	57,376	37,871	19,183	114,430	10,383	124,813
Royalties and production taxes	20,867	7,050	2,858	30,775	1,003	31,778
Total cash costs	78,243	44,921	22,041	145,205	11,386	156,591
Gold sold (ounces)	149,000	69,380	38,275	256,655	14,070	270,725
Cash operating costs per ounce ($/gold ounce sold)	385	546	501	446	738	461
Total cash costs per ounce ($/gold ounce sold)	525	647	576	566	809	578			For the three months ended December 31, 2019
---	---	---	---	---	---	---	---	---	---
	Fekola<br> Mine	Masbate<br> Mine	Otjikoto<br> Mine	Total from Continuing Operations	El Limon<br> Mine	La Libertad<br> Mine	Total from Disc. Operations	Calibre equity investment	Grand<br> Total
	$	$	$	$	$	$	$	$	$
Production costs	42,790	31,761	20,951	95,502	1,507	3,506	5,013	10,111	110,626
Royalties and production taxes	13,062	5,942	3,149	22,153	155	76	231	690	23,074
Total cash costs	55,852	37,703	24,100	117,655	1,662	3,582	5,244	10,801	133,700
Gold sold (ounces)	110,800	47,600	53,400	211,800	2,162	4,475	6,637	12,478	230,915
Cash operating costs per ounce ($/gold ounce sold)	386	667	392	451	697	783	755	810	479
Total cash costs per ounce ($/gold ounce sold)	504	792	451	556	769	800	790	866	579
	For the year ended December 31, 2020
---	---	---	---	---	---	---
	Fekola<br> Mine	Masbate<br> Mine	Otjikoto<br> Mine	Total	Calibre equity investment	Grand<br> Total
	$	$	$	$	$	$
Production costs	200,228	131,780	75,857	407,865	36,028	443,893
Royalties and production taxes	87,790	21,183	12,312	121,285	3,185	124,470
Total cash costs	288,018	152,963	88,169	529,150	39,213	568,363
Gold sold (ounces)	626,300	206,680	173,475	1,006,455	45,261	1,051,716
Cash operating costs per ounce ($/gold ounce sold)	320	638	437	405	796	422
Total cash costs per ounce ($/gold ounce sold)	460	740	508	526	866	540
	For the year ended December 31, 2019
---	---	---	---	---	---	---	---	---	---
	Fekola<br> Mine	Masbate<br> Mine	Otjikoto<br> Mine	Total from Continuing Operations	El Limon<br> Mine	La Libertad<br> Mine	Total from Disc. Operations	Calibre equity investment	Grand<br> Total
	$	$	$	$	$	$	$	$	$
Production costs	167,667	124,534	81,977	374,178	36,860	74,543	111,403	10,111	495,692
Royalties and production taxes	49,941	19,884	9,868	79,693	3,724	2,003	5,727	690	86,110
Total cash costs	217,608	144,418	91,845	453,871	40,584	76,546	117,130	10,801	581,802
Gold sold (ounces)	441,400	211,300	175,100	827,800	45,237	70,428	115,665	12,478	955,943
Cash operating costs per ounce ($/gold ounce sold)	380	589	468	452	815	1,058	963	810	519
Total cash costs per ounce ($/gold ounce sold)	493	683	525	548	897	1,087	1,013	866	609

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 annual consolidated financial statements on a consolidated and a mine-by-mine basis:

	For the three months ended December 31, 2020
	Fekola<br> Mine	Masbate<br> Mine	Otjikoto<br> Mine	Total	Calibre equity investment	Grand<br> Total
	$	$	$	$	$	$
Production costs	57,376	37,871	19,183	114,430	10,383	124,813
Inventory sales adjustment	5,506	(4,199)	1,739	3,046	—	3,046
Cash operating costs	62,882	33,672	20,922	117,476	10,383	127,859
Gold produced (ounces)	158,548	57,566	40,205	256,319	14,150	270,469
Cash operating costs per ounce ($/gold ounce produced)	397	585	520	458	734	473
	For the three months ended December 31, 2019
---	---	---	---	---	---	---	---	---	---
	Fekola<br> Mine	Masbate<br> Mine	Otjikoto<br> Mine	Total from Continuing Operations	El Limon<br> Mine	La Libertad<br> Mine	Total from Disc. Operations	Calibre equity investment	Grand<br> Total
	$	$	$	$	$	$	$	$	$
Production costs	42,790	31,761	20,951	95,502	1,507	3,506	5,013	10,111	110,626
Inventory sales adjustment	840	3,454	1,214	5,508	80	(484)	(404)	(1,306)	3,798
Cash operating costs	43,630	35,215	22,165	101,010	1,587	3,022	4,609	8,805	114,424
Gold produced (ounces)	119,243	50,741	58,422	228,406	3,096	2,914	6,010	10,724	245,140
Cash operating costs per ounce ($/gold ounce produced)	366	694	379	442	513	1,037	767	821	467
	For the year ended December 31, 2020
---	---	---	---	---	---	---
	Fekola<br> Mine	Masbate<br> Mine	Otjikoto<br> Mine	Total	Calibre equity investment	Grand<br> Total
	$	$	$	$	$	$
Production costs	200,228	131,780	75,857	407,865	36,028	443,893
Inventory sales adjustment	(1,094)	(3,067)	328	(3,833)	—	(3,833)
Cash operating costs	199,134	128,713	76,185	404,032	36,028	440,060
Gold produced (ounces)	622,518	204,699	168,041	995,258	45,479	1,040,737
Cash operating costs per ounce ($/gold ounce produced)	320	629	453	406	792	423			For the year ended December 31, 2019
---	---	---	---	---	---	---	---	---	---
	Fekola<br> Mine	Masbate<br> Mine	Otjikoto<br> Mine	Total from Continuing Operations	El Limon<br> Mine	La Libertad<br> Mine	Total from Disc. Operations	Calibre equity investment	Grand<br> Total
	$	$	$	$	$	$	$	$	$
Production costs	167,667	124,534	81,977	374,178	36,860	74,543	111,403	10,111	495,692
Inventory sales adjustment	3,048	4,662	61	7,771	(550)	441	(109)	(1,306)	6,356
Cash operating costs	170,715	129,196	82,038	381,949	36,310	74,984	111,294	8,805	502,048
Gold produced (ounces)	455,810	217,340	177,966	851,116	47,288	71,091	118,379	10,724	980,219
Cash operating costs per ounce ($/ gold ounce produced)	375	594	461	449	768	1,055	940	821	512

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 World Gold Council standard became effective January 1, 2014. On November 16, 2018, the World Council announced an update to its Guidance Note on all-in sustaining costs with application effective starting January 1, 2019. This update provides additional transparency about the costs of gold production and support further consistency of application of the Guidance Note. The major updates to the Guidance Note include providing a more specific definition of non-sustaining costs as those costs incurred at ‘new operations’ and costs related to ‘major projects at existing operations’ where these projects will materially benefit the operation in the future. The Guidance Note has defined ‘material benefit’ as an increase of at least 10% in annual or life of mine production, net present value or reserves compared to the remaining life of the operation. In addition, the Guidance Note has been updated to clarify that production phase capitalized stripping only meets the definition of non-sustaining if the stripping is expected to take at least 12 months and the subsequent ore production phase is expected to be more than 5 years. The Company adopted the updates to the Guidance Note, effective 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 RSUs/DSUs/PSUs, 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 annual consolidated financial statements on a consolidated and a mine-by-mine basis for the three months ended December 31, 2020:

	For the three months ended December 31, 2020
	Fekola<br> Mine	Masbate<br> Mine	Otjikoto<br> Mine	Corporate	Total	Calibre equity investment	Grand<br> Total
	$	$	$	$	$	$	$
Production costs	57,376	37,871	19,183	—	114,430	10,383	124,813
Royalties and production taxes	20,867	7,050	2,858	—	30,775	1,003	31,778
Corporate administration	2,366	2,006	1,422	12,791	18,585	684	19,269
Share-based payments – RSUs/DSUs/PSUs(1)	—	—	—	2,267	2,267	—	2,267
Community relations	1,213	62	293	—	1,568	—	1,568
Reclamation liability accretion(2)	58	73	45	—	176	—	176
Realized losses on fuel derivative contracts	260	518	263	—	1,041	—	1,041
Sustaining lease expenditures	168	342	38	179	727	—	727
Sustaining capital expenditures(3)	21,853	14,238	20,614	—	56,705	2,566	59,271
Sustaining mine exploration(3)	5,564	2,370	1,199	—	9,133	700	9,833
Total all-in sustaining costs	109,725	64,530	45,915	15,237	235,407	15,336	250,743
Gold sold (ounces)	149,000	69,380	38,275	—	256,655	14,070	270,725
All-in sustaining cost per ounce ($/gold ounce sold)	736	930	1,200	—	917	1,090	926

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

(2) Excludes reclamation accretion relating to Kiaka.

(3) 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 annual consolidated financial statements for the three months ended December 31, 2020:

	For the three months ended December 31, 2020
	Fekola<br> Mine	Masbate<br> Mine	Otjikoto<br> Mine	Total	Calibre equity investment	Grand<br> Total
	$	$	$	$	$	$
Operating mine capital expenditures	28,378	14,619	25,119	68,116	2,566	70,682
Mine expansion equipment	(2,710)	—	—	(2,710)	—	(2,710)
Plant expansion	486	—	—	486	—	486
Solar plant	(3,683)	—	—	(3,683)	—	(3,683)
Other	(618)	(36)	(51)	(705)	—	(705)
Land acquisitions	—	(345)		(345)	—	(345)
Underground development	—	—	(4,454)	(4,454)	—	(4,454)
Sustaining capital expenditures	21,853	14,238	20,614	56,705	2,566	59,271

The table below shows a reconciliation of sustaining mine exploration to operating mine exploration as extracted from the annual consolidated financial statements for the three months ended December 31, 2020:

	For the three months ended December 31, 2020
	Fekola<br> Mine	Masbate<br> Mine	Otjikoto<br> Mine	Total	Calibre equity investment	Grand<br> Total
	$	$	$	$	$	$
Operating mine exploration	5,564	2,421	1,462	9,447	700	10,147
Regional exploration	—	(51)	(263)	(314)	—	(314)
Sustaining mine exploration	5,564	2,370	1,199	9,133	700	9,833

	For the three months ended December 31, 2019
	Fekola<br> Mine	Masbate<br> Mine	Otjikoto<br> Mine	Corporate	Total from Continuing Operations	El Limon<br> Mine	La Libertad<br> Mine	Total from Disc. Operations	Calibre equity investment	Grand<br> Total
	$	$	$	$	$	$	$	$	$	$
Production costs	42,790	31,761	20,951	—	95,502	1,507	3,506	5,013	10,111	110,626
Royalties and production taxes	13,062	5,942	3,149	—	22,153	155	76	231	690	23,074
Corporate administration	2,155	1,434	863	13,107	17,559	108	116	224	645	18,428
Share-based payments – RSUs/DSUs(1)	—	—	—	1,553	1,553	—	—	—	—	1,553
Community relations	272	78	457	—	807	52	10	62	—	869
Reclamation liability accretion(2)	132	117	89	—	338	—	—	—	53	391
Realized (losses) gains on fuel derivative contracts	40	3	(24)	—	19	—	5	5	—	24
Sustaining lease expenditures	193	357	55	178	783	—	—	—	—	783
Sustaining capital expenditures(3)	13,632	4,947	21,633	—	40,212	1,175	746	1,921	295	42,428
Sustaining mine exploration(3)	3,597	876	751	—	5,224	—	37	37	172	5,433
Total all-in sustaining costs	75,873	45,515	47,924	14,838	184,150	2,997	4,496	7,493	11,966	203,609
Gold sold (ounces)	110,800	47,600	53,400	—	211,800	2,162	4,475	6,637	12,478	230,915
All-in sustaining cost per ounce ($/gold ounce sold)	685	956	897	—	869	1,386	1,005	1,129	959	882

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

(2) Excludes reclamation accretion relating to Kiaka.

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

	For the three months ended December 31, 2019
	Fekola<br> Mine	Masbate<br> Mine	Otjikoto<br> Mine	Total from Continuing Operations	El Limon<br> Mine	La Libertad<br> Mine	Total from Disc. Operations	Calibre equity investment	Grand<br> Total
	$	$	$	$	$	$	$	$	$
Operating mine capital expenditures	68,130	5,205	21,633	94,968	1,175	746	1,921	3,196	100,085
Mine expansion equipment	(25,213)	—	—	(25,213)	—	—	—	—	(25,213)
Plant expansion	(15,372)	—	—	(15,372)	—	—	—	—	(15,372)
Solar plant	(13,913)	—	—	(13,913)	—	—	—	—	(13,913)
Masbate processing plant upgrade	—	(19)	—	(19)	—	—	—	—	(19)
Other	—	(239)	—	(239)	—	—	—	—	(239)
Limon Central	—	—	—	—	—	—	—	(1,807)	(1,807)
Plant Upgrade	—	—	—	—	—	—	—	(90)	(90)
Other	—	—	—	—	—	—	—	(1,004)	(1,004)
Sustaining capital expenditures	13,632	4,947	21,633	40,212	1,175	746	1,921	295	42,428

	For the three months ended December 31, 2019
	Fekola<br> Mine	Masbate<br> Mine	Otjikoto<br> Mine	Total from Continuing Operations	El Limon<br> Mine	La Libertad<br> Mine	Total from Disc. Operations	Calibre equity investment	Grand<br> Total
	$	$	$	$	$	$	$	$	$
Operating mine exploration	3,597	876	788	5,261	67	80	147	538	5,946
Regional exploration	—	—	(37)	(37)	(67)	(43)	(110)	(366)	(513)
Sustaining mine exploration	3,597	876	751	5,224	—	37	37	172	5,433

	For the year ended December 31, 2020
	Fekola<br> Mine	Masbate<br> Mine	Otjikoto<br> Mine	Corporate	Total from Continuing Operations	Calibre equity investment	Grand<br> Total
	$	$	$	$	$	$	$
Production costs	200,228	131,780	75,857	—	407,865	36,028	443,893
Royalties and production taxes	87,790	21,183	12,312	—	121,285	3,185	124,470
Corporate administration	5,942	4,391	4,664	30,608	45,605	2,730	48,335
Share-based payments – RSUs/DSUs/PSUs(1)	—	—	—	9,894	9,894	—	9,894
Community relations	3,346	625	2,513	—	6,484	—	6,484
Reclamation liability accretion(2)	329	339	248	—	916	—	916
Realized losses on fuel derivative contracts	2,156	2,542	1,280	—	5,978	—	5,978
Sustaining lease expenditures	721	1,407	808	701	3,637	—	3,637
Sustaining capital expenditures(3)	59,854	33,144	59,182	—	152,180	5,931	158,111
Sustaining mine exploration(3)	14,718	8,122	2,715	—	25,555	1,460	27,015
Total all-in sustaining costs	375,084	203,533	159,579	41,203	779,399	49,334	828,733
Gold sold (ounces)	626,300	206,680	173,475	—	1,006,455	45,261	1,051,716
All-in sustaining cost per ounce ($/gold ounce sold)	599	985	920	—	774	1,090	788

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

(2) Excludes reclamation accretion relating to Kiaka.

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

	For the year ended December 31, 2020
	Fekola<br> Mine	Masbate<br> Mine	Otjikoto<br> Mine	Total	Calibre equity investment	Grand<br> Total
	$	$	$	$	$	$
Operating mine capital expenditures	184,037	34,041	66,815	284,893	5,931	290,824
Mine expansion equipment	(60,469)	—	—	(60,469)	—	(60,469)
Plant expansion	(38,902)	—	—	(38,902)	—	(38,902)
Solar plant	(22,434)	—	—	(22,434)	—	(22,434)
Other	(2,378)	(166)	(285)	(2,829)	—	(2,829)
Land acquisitions	—	(731)	—	(731)	—	(731)
Underground development	—	—	(7,348)	(7,348)	—	(7,348)
Sustaining capital expenditures	59,854	33,144	59,182	152,180	5,931	158,111

The table below shows a reconciliation of sustaining mine exploration to operating mine exploration as extracted from the annual consolidated financial statements for the year ended December 31, 2020:

	For the year ended December 31, 2020
	Fekola<br> Mine	Masbate<br> Mine	Otjikoto<br> Mine	Total	Calibre equity investment	Grand<br> Total
	$	$	$	$	$	$
Operating mine exploration	14,718	8,266	3,183	26,167	1,460	27,627
Regional exploration	—	(144)	(468)	(612)	—	(612)
Sustaining mine exploration	14,718	8,122	2,715	25,555	1,460	27,015

	For the year ended December 31, 2019
	Fekola<br> Mine	Masbate<br> Mine	Otjikoto<br> Mine	Corporate	Total from Continuing Operations	El Limon<br> Mine	La Libertad<br> Mine	Total from Disc. Operations	Calibre equity investment	Grand<br> Total
	$	$	$	$	$	$	$	$	$	$
Production costs	167,667	124,534	81,977	—	374,178	36,860	74,543	111,403	10,111	495,692
Royalties and production taxes	49,941	19,884	9,868	—	79,693	3,724	2,003	5,727	690	86,110
Corporate administration	6,596	4,405	5,481	38,076	54,558	1,809	1,428	3,237	645	58,440
Share-based payments – RSUs/DSUs(1)	57	—	—	6,478	6,535	—	—	—	—	6,535
Community relations	1,303	672	1,252	—	3,227	1,214	360	1,574	—	4,801
Reclamation liability accretion(2)	625	531	438	—	1,594	313	552	865	53	2,512
Realized gains on fuel derivative contracts	(1,199)	(1,217)	(788)	—	(3,204)	—	11	11	—	(3,193)
Sustaining lease expenditures	772	1,253	357	705	3,087	—	—	—	—	3,087
Sustaining capital expenditures(3)	42,739	19,959	56,085	—	118,783	12,955	17,607	30,562	295	149,640
Sustaining mine exploration(3)	14,487	2,090	2,132	—	18,709	—	1,294	1,294	172	20,175
Total all-in sustaining costs	282,988	172,111	156,802	45,259	657,160	56,875	97,798	154,673	11,966	823,799
Gold sold (ounces)	441,400	211,300	175,100	—	827,800	45,237	70,428	115,665	12,478	955,943
All-in sustaining cost per ounce ($/gold ounce sold)	641	815	895	—	794	1,257	1,389	1,337	959	862

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

(2) Excludes reclamation accretion relating to Kiaka.

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

	For the year ended December 31, 2019
	Fekola<br> Mine	Masbate<br> Mine	Otjikoto<br> Mine	Total from Continuing Operations	El Limon<br> Mine	La Libertad<br> Mine	Total from Disc. Operations	Calibre equity investment	Grand<br> Total
	$	$	$	$	$	$	$	$	$
Operating mine capital expenditures	132,847	25,894	56,085	214,826	31,541	17,607	49,148	3,196	267,170
Mobile equipment purchases	(4,880)	—	—	(4,880)	—	—	—	—	(4,880)
Mine expansion equipment	(38,362)	—	—	(38,362)	—	—	—	—	(38,362)
Fadougou relocation	(6,612)	—	—	(6,612)	—	—	—	—	(6,612)
Carryover construction costs	(1,738)	—	—	(1,738)	—	—	—	—	(1,738)
Plant expansion	(24,116)	—	—	(24,116)	—	—	—	—	(24,116)
Solar plant	(14,400)	—	—	(14,400)	—	—	—	—	(14,400)
Masbate processing plant upgrade	—	(5,571)	—	(5,571)	—	—	—	—	(5,571)
Other	—	(364)	—	(364)	—	—	—	—	(364)
Limon Central	—	—	—	—	(16,897)	—	(16,897)	(1,807)	(18,704)
Plant Upgrade	—	—	—	—	(1,312)	—	(1,312)	(90)	(1,402)
Limon tailings project	—	—	—	—	(377)	—	(377)	—	(377)
Other	—	—	—	—	—	—	—	(1,004)	(1,004)
Sustaining capital expenditures	42,739	19,959	56,085	118,783	12,955	17,607	30,562	295	149,640

	For the year ended December 31, 2019
	Fekola<br> Mine	Masbate<br> Mine	Otjikoto<br> Mine	Total from Continuing Operations	El Limon<br> Mine	La Libertad<br> Mine	Total from Disc. Operations	Calibre equity investment	Grand<br> Total
	$	$	$	$	$	$	$	$	$
Operating mine exploration	14,487	3,971	2,455	20,913	1,980	2,783	4,763	538	26,214
Regional exploration	—	(1,881)	(323)	(2,204)	(1,980)	(1,489)	(3,469)	(366)	(6,039)
Sustaining mine exploration	14,487	2,090	2,132	18,709	—	1,294	1,294	172	20,175

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. In order to improve comparability with other senior gold producers, effective September 30, 2020, the Company no longer adjusts for share-based payments expense. Prior

periods have been updated to reflect this change.

A reconciliation of net income (including results from the Nicaraguan Assets) to adjusted net income as extracted from the annual consolidated financial statements is set out in the table below:

	Three months ended		Year ended
	December 31,		December 31,
	2020	2019	2020	2019
	$	$	$	$
	(000’s)	(000’s)	(000’s)	(000’s)
Net income attributable to shareholders of the Company for the period:	168,462	177,414	628,063	293,382
Adjustments for non-recurring items and significant recurring non-cash items:
Reversal of long-lived assets	—	(100,477)	(174,309)	(100,477)
Write-down of mineral property interests	(98)	4,742	10,895	6,923
Gain on sale of Nicaraguan Assets	—	(40,129)	—	(40,129)
COVID-19 relief donations(1)	—	—	2,752	—
Unrealized (gain) loss on derivative instruments	(8,159)	(2,469)	(5,336)	1,699
Deferred income tax (recovery) expense	(13,476)	26,035	52,826	57,747
Adjusted net income attributable to shareholders of the Company for the period	146,729	65,116	514,891	219,145
Basic weighted average number of common shares outstanding (in thousands)	1,050,752	1,027,001	1,043,385	1,014,100
Adjusted net earnings attributable to shareholders of the Company per share–basic ($/share)	0.14	0.06	0.49	0.22

(1) COVID-19 donations were considered to be non-recurring up to June 30, 2020. Subsequently, any COVID-19 donations have been considered to be normal course.

SUMMARY OF QUARTERLY RESULTS

	Q4	Q3	Q2	Q1	Q4	Q3	Q2	Q1
	2020	2020	2020	2020	2019	2019	2019	2019
Gold revenue ($ in thousands)	479,525	487,166	441,939	380,298	313,659	310,783	267,213	263,982
Net income for the period ($ in thousands)	174,405	277,039	137,961	83,008	182,413	65,583	41,322	26,523
Earnings per share (1) – basic ($)	0.16	0.25	0.12	0.07	0.17	0.05	0.04	0.02
Earnings per share (1) – diluted ($)	0.16	0.25	0.12	0.07	0.17	0.05	0.04	0.02
Cash flows from operating activities ($ in thousands)	196,690	300,762	238,089	216,213	144,905	167,834	92,816	86,419
Gold sold, excluding discontinued operations (ounces)	256,655	253,200	257,100	239,500	211,800	208,900	203,700	203,400
Average realized gold price ($/ounce)	1,868	1,924	1,719	1,588	1,481	1,488	1,312	1,298
Gold produced, excluding discontinued operations (ounces)	256,319	248,733	239,574	250,632	228,406	213,278	208,890	200,542
Gold produced, total including discontinued operations (ounces)	270,469	263,813	241,593	264,862	245,140	258,200	246,020	230,859
Cash operating costs (2) ($/gold ounce sold)	461	437	383	405	479	507	543	545
Total cash costs (2) ($/gold ounce sold)	578	567	498	516	579	603	624	629
All-in sustaining costs (2) ($/gold ounce sold)	926	785	712	721	882	807	914	848
Adjusted net income (1)(2)(3)<br><br>($ in thousands)	146,729	161,183	111,690	95,289	65,116	85,060	42,000	26,969
Adjusted earnings per share (1)(2)(3) – basic ($)	0.14	0.15	0.11	0.09	0.06	0.08	0.04	0.03

(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”.

(3)Previous periods have been adjusted to reflect the removal of the adjustment for share-based payments expense, 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. The results of the four quarters of 2020 reflect the increased production from the Fekola Mine as result of the mine fleet and milling expansion. The net income in the fourth quarter of 2019 reflects an impairment reversal of $70 million related to the Masbate Mine, net of deferred income tax expense and the gain on sale of Nicaraguan Assets of $40 million. The net income in the third quarter of 2020 reflects an impairment reversal of $122 million related to the Masbate Mine, net of deferred income tax and the recognition of a deferred income tax liability of $24 million related to future withholding tax expected to be incurred on retained earnings the Company is planning to repatriate from its foreign subsidiaries.

SUMMARY AND OUTLOOK

B2Gold had another remarkable year of strong growth in 2020, marking the twelfth consecutive year of record annual gold production. The Company’s total gold production for 2020 was an annual record of 1,040,737 ounces, and consolidated gold production from the Company’s three operating mines was an annual record of 995,258 ounces of gold. Due to the Company's strong net positive cash position, strong operating results and the current higher gold price environment, B2Gold’s quarterly dividend rate was increased in the third quarter of 2020 by 100% to $0.04 per common share (or an annualized rate of $0.16 per common share), one of the highest dividend yields in the gold sector.

Looking forward to 2021, B2Gold remains well positioned for continued strong operational and financial performance with total gold production guidance of between 970,000 and 1,030,000 ounces in 2021, total consolidated cash operating costs forecast to be between $500 and $540 per ounce and total consolidated all-in sustaining costs forecast to be between $870 and $910 per ounce. The Company’s consolidated gold production from its three operating mines is forecast to be between 920,000 and 970,000 ounces in 2021. The Company’s 2021 production guidance does not, however, include the potential upside to increase Fekola’s gold production in 2021 from additional mining areas and processing capacity currently being investigated.

In connection with advancing the Company’s pipeline of development projects, the Company expects to announce the results of the Feasibility Study for the Gramalote Project in Colombia in April 2021, with a construction decision expected to be made shortly thereafter. Based on the positive results from Gramalote’s PEA, B2Gold believes that the Gramalote Project has the potential to become a large, low-cost open-pit gold mine (subject to the results of a final feasibility study). The Company is currently also updating the existing feasibility study for the Kiaka Project in Burkina Faso, due to the potential for improved

economics resulting from lower fuel prices, alternative power options and a higher gold price. The Company expects to have completed an updated economic assessment of the Kiaka Project by the end of the first quarter of 2021 for internal review, followed by the updated feasibility study by mid-year 2021.

Following a very successful year for exploration in 2020, B2Gold is planning a year of aggressive exploration in 2021 with a budget of approximately $66 million (excluding Gramalote). Exploration will focus predominantly in Mali, other operating mine sites in Namibia and the Philippines and grassroots exploration programs around the world. Many years of target generation and pursuing opportunities in prospective gold regions have culminated in the Company allocating a record $25 million in 2021 to high quality targets for its grassroots exploration programs, including a number of new regions.

The Company is focused on upgrading and expanding the existing saprolite resources at the Anaconda area in Mali (located 20 kilometres north of Fekola), with an updated Mineral Resource estimate expected in the first quarter of 2021, which will feed into engineering studies currently underway. This Mineral Resource estimate will also include the initial Mineral Resource estimate on the sulphide material below the saprolite. There are several other prospects in the Anaconda area where possible Fekola-style mineralization has been intersected in fresh rock which will be drilled in 2021.

An initial Mineral Resource estimate is expected to be completed for the Cardinal zone (located within 500 metres of the current Fekola resource pit) in the first quarter of 2021, and grade control drilling is already underway at a portion of this deposit to enable ore to be mined for processing at the Fekola plant in the second quarter of 2021. Ongoing exploration drilling will also focus on infilling the high-grade portions of the Cardinal zone and extend these down plunge. Drilling at Fekola North will also continue to track the main Fekola structure north of the existing open pit.

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

OUTSTANDING SHARE DATA

At February 23, 2021, 1,051,785,528 common shares were outstanding. In addition, there were approximately 16.3 million stock options outstanding with exercise prices ranging between Cdn.$1.12 to Cdn.$8.53 per share, approximately 4.7 million RSUs outstanding and approximately 1.76 million PSUs outstanding.

The number of unoptioned shares available for issuance under the Company's stock option plan but not subject to outstanding options was 29.7 million and 18.8 million as at January 1, 2020 and December 31, 2020, respectively.

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 La Libertad and El Limon mines, production is presented on a 100% basis for the period up until October 14, 2019 and on a 33% basis thereafter (to reflect B2Gold's current approximate interest in Calibre).

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; the impact of the COVID-19 pandemic on B2Gold's operations, including any restrictions or suspensions with respect to our operations and the effect of any such restrictions or suspensions on our financial and operational results; the ability of the Company to successfully maintain our operations if they are temporarily suspended, and to restart or ramp-up these operations efficiently and economically, the impact of COVID-19 on the Company's workforce, suppliers and other essential resources and what effect those impacts, 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: B2Gold remaining well positioned for continued strong operational and financial performance for 2021; projected gold production, cash operating costs and all-in sustaining costs on a consolidated and mine by mine basis in 2021, including production being weighted heavily to the second half of 2021; total consolidated gold production of between 970,000 and 1,030,000 ounces in 2021 with cash operating costs of between $500 and $540 per ounce and all-in sustaining costs of between $870 and $910 per ounce; the ability of the Fekola mill to run above the annualized throughput rate of 7.5 Mtpa and the potential upside from the Cardinal and Anaconda zones in 2021; the anticipated cost, timing and results for the addition of a solar plant to the Fekola Mine, including the completion of construction by the end of the third quarter of 2021, contingent on receiving replacements for the damaged components; the completion of an updated mineral resource estimate for the Anaconda area in the first quarter of 2021; the completion of an initial mineral resource estimate on the Cardinal zone in the first quarter of 2021; the development of the Wolfshag underground mine at Otjikoto, including the results of such development and the costs and timing thereof; stope ore production at the Wolfshag underground mine at Otjikoto commencing in early 2022; the completion of the Gramalote Feasibility Study in April 2021 and the results therein, and a construction decision to be made shortly thereafter; the completion of an internal economic assessment of the Kiaka project by the end of the first quarter of 2021 and updated feasibility study by mid-year 2021; the settlement in 2021 of the Company's remaining 2020 income tax liabilities of approximately $78 million (at the time of filing its tax return in April 2021) and for the payment of the 2020 priority dividend to the

Mali government of approximately $50 million expected in mid-year 2021; 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; the availability of the RCF for future draw downs; and B2Gold's attributable share at El Limon and La Libertad. All statements in this news release 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 duration and extent of the COVID-19 pandemic, the effectiveness of preventative measures and contingency plans put in place by the Company to respond to the COVID-19 pandemic, including, but not limited to, social distancing, a non-essential travel ban, business continuity plans, and efforts to mitigate supply chain disruptions; escalation of travel restrictions on people or products and reductions in the ability of the Company to transport and refine doré; 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, Colombia and Burkina Faso and including risks related to changes in foreign laws and changing policies related to mining and local ownership requirements or resource nationalization generally, including in response to the COVID-19 outbreak; 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 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 our 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: the duration and effects of COVID-19 on our operations and workforce; 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 of Operations, 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. Tom Garagan, Senior Vice President of Exploration, a qualified person under NI 43-101, has approved the scientific and technical information regarding exploration matters contained in this MD&A.

Document

Consent of Independent Registered Public Accounting Firm

We hereby consent to the incorporation by reference into the Registration Statements on Form S-8 (No. 333-239197, 333-232158, 333-206811, 333-200228, 333-218710, 333-226063 and 333-192555) of B2Gold Corp. (the “Company”) of our report dated February 23, 2021 relating to the 2020 consolidated financial statements and the effectiveness of the Company’s internal control over financial reporting, which appears in Exhibit 99.1 to the Company’s current report on Form 6-K filed on February 23, 2021.

/s/ PricewaterhouseCoopers LLP

Chartered Professional Accountants

Vancouver, Canada

February 23, 2021

Document

Exhibit 99.4

Consent of Thomas Garagan

I consent to the inclusion in the Management’s Discussion and Analysis of B2Gold Corp. (the “Company”) for the year ended December 31, 2020 (the “MD&A”), of references to my name with respect to the disclosure of scientific and technical information regarding the Company’s properties (the “Technical Information”).

I also consent to the incorporation by reference in the Company’s Registration Statements on Form S-8 (Nos. 333-239197, 333-232158, 333-206811, 333-200228, 333-218710, 333-226063 and 333-192555), filed with the United States Securities and Exchange Commission, of the references to my name and the Technical Information in the MD&A.

Date: February 23, 2021	/s/ Thomas Garagan
	Thomas Garagan

Document

Exhibit 99.5

Consent of William Lytle

Date: February 23, 2021	/s/William Lytle
	William Lytle

btg-123120xexhibit996

FORM 13-501F1 CLASS 1 REPORTING ISSUERS AND CLASS 3B REPORTING ISSUERS – PARTICIPATION FEE MANAGEMENT CERTIFICATION I, ____________________, an officer of the reporting issuer noted below have examined this Form 13-501F1 (the Form) being submitted hereunder to the Alberta Securities Commission and certify that to my knowledge, having exercised reasonable diligence, the information provided in the Form is complete and accurate. _________________________________ _________________________________ Name: Date: Title: Reporting Issuer Name: End date of previous financial year: Type of Reporting Issuer: [ ] Class 1 reporting issuer [ ] Class 3B reporting issuer Highest Trading Marketplace: Market value of listed or quoted equity securities: Equity Symbol 1st Specified Trading Period (dd/mm/yy) _______________ to ______________ Closing price of the security in the class or series on the last trading day of the specified trading period in which such security was listed or quoted on the highest trading marketplace $ ______________________ (i) Michael Cinnamond Chief Financial Officer X Michael Cinnamond 4.2600 March 31, 2020January 1, 2020 BTO TSX December 31, 2020 B2GOLD CORP. February 23, 2021(s) Michael Cinnamond

Number of securities in the class or series of such security outstanding at the end of the last trading day of the specified trading period ________________________ (ii) Market value of class or series (i) x (ii) $ ______________________ (A) 2nd Specified Trading Period (dd/mm/yy) _______________ to ______________ Closing price of the security in the class or series on the last trading day of the specified trading period in which such security was listed or quoted on the highest trading marketplace $ ______________________ (iii) Number of securities in the class or series of such security outstanding at the end of the last trading day of the specified trading period ______________________ (iv) Market value of class or series (iii) x (iv) $ ______________________ (B) 3rd Specified Trading Period (dd/mm/yy) _______________ to ______________ Closing price of the security in the class or series on the last trading day of the specified trading period in which such security was listed or quoted on the highest trading marketplace $ ______________________ (v) Number of securities in the class or series of such security outstanding at the end of the last trading day of the specified trading period ______________________ (vi) Market value of class or series (v) x (vi) $ ______________________ (C) 9,103,221,034.08 1,049,967,824 8.6700 8,053,535,204.24 1,043,204,042 7.7200 June 30, 2020April 1, 2020 4,417,187,477.94 1,036,898,469 September 30, 2020July 1, 2020

4th Specified Trading Period (dd/mm/yy) _______________ to ______________ Closing price of the security in the class or series on the last trading day of the specified trading period in which such security was listed or quoted on the highest trading marketplace $ ______________________ (vii) Number of securities in the class or series of such security outstanding at the end of the last trading day of the specified trading period ______________________ (viii) Market value of class or series (vii) x (viii) $ ______________________ (D) 5th Specified Trading Period (dd/mm/yy) _______________ to ______________ Closing price of the security in the class or series on the last trading day of the specified trading period in which such security was listed or quoted on the highest trading marketplace $ ______________________ (ix) Number of securities in the class or series of such security outstanding at the end of the last trading day of the specified trading period ______________________ (x) Market value of class or series (ix) x (x) $ ______________________ (E) Average Market Value of Class or Series (Calculate the simple average of the market value of the class or series of security for each applicable specified trading period (i.e. A through E above)) $ ______________________ (1) (Repeat the above calculation for each other class or series of equity securities of the reporting issuer (and a subsidiary, if applicable) that was listed or quoted on a marketplace at the end of the previous financial year) October 1, 2020 December 31, 2020 7.1300 1,051,138,175 7,494,615,187.75 N/A N/A 0.0000 0.00 0.0000 7,267,139,726

Fair value of outstanding debt securities: (Provide details of how value was determined) $ ______________________ (2) Capitalization for the previous financial year (1) + (2) $ ______________________ Participation Fee $ ______________________ Late Fee, if applicable $ ______________________ Total Fee Payable $ ______________________ (Participation Fee plus Late Fee) 0.0000 7,267,139,726 36,500.0000 0.0000 36,500.0000

btg-123120xexhibit997

FORM 13-502F1 CLASS 1 AND CLASS 3B REPORTING ISSUERS – PARTICIPATION FEE MANAGEMENT CERTIFICATION I, _______________________, an officer of the reporting issuer noted below have examined this Form 13-502F1 (the Form) being submitted hereunder to the Ontario Securities Commission and certify that to my knowledge, having exercised reasonable diligence, the information provided in the Form is complete and accurate. (s)________________________________ __________________________ Name: Date: Title: Reporting Issuer Name: End date of previous financial year: Type of Reporting Issuer: Class 1 reporting issuer Class 3B reporting issuer Highest Trading Marketplace: (refer to the definition of “highest trading marketplace” under OSC Rule 13-502 Fees) Market value of listed or quoted equity securities: (in Canadian Dollars - refer to section 7.1 of OSC Rule 13-502 Fees) Equity Symbol _________________________ 1st Specified Trading Period (dd/mm/yy) (refer to the definition of “specified trading period” under OSC Rule 13-502 Fees) _________________ to _________________ Closing price of the security in the class or series on the last trading day of the specified trading period in which such security was listed or quoted on the highest trading marketplace $________________________ (i) Number of securities in the class or series of such security outstanding at the end of the last trading day of the specified trading period _________________________ (ii) Market value of class or series (i) x (ii) $_________________________ (A) 2nd Specified Trading Period (dd/mm/yy) (refer to the definition of “specified trading period” under OSC Rule 13-502 Fees) _________________ to _________________ Michael Cinnamond Chief Financial Officer Michael Cinnamond Michael Cinnamond February 23, 2021 B2GOLD CORP. DECEMBER 31, 2020 ✔ TORONTO STOCK EXCHANGE BTO January 1, 2020 March 31, 2020 4.26 1,036,898,469 4,417,187,477.94 April 1, 2020 June 30, 20120

Closing price of the security in the class or series on the last trading day of the specified trading period in which such security was listed or quoted on the highest trading marketplace $______________________ (iii) Number of securities in the class or series of such security outstanding at the end of the last trading day of the specified trading period ________________________ (iv) Market value of class or series (iii) x (iv) $________________________ (B) 3rd Specified Trading Period (dd/mm/yy) (refer to the definition of “specified trading period” under OSC Rule 13-502 Fees) _________________ to _________________ Closing price of the security in the class or series on the last trading day of the specified trading period in which such security was listed or quoted on the highest trading marketplace $ _______________________ (v) Number of securities in the class or series of such security outstanding at the end of the last trading day of the specified trading period ________________________ (vi) Market value of class or series (v) x (vi) $________________________ (C) 4th Specified Trading Period (dd/mm/yy) (refer to the definition of “specified trading period” under OSC Rule 13-502 Fees) _________________ to _________________ Closing price of the security in the class or series on the last trading day of the specified trading period in which such security was listed or quoted on the highest trading marketplace ________________________ (vii) Number of securities in the class or series of such security outstanding at the end of the last trading day of the specified trading period ________________________ (viii) Market value of class or series (vii) x (viii) $________________________ (D) 5th Specified Trading Period (dd/mm/yy) (if applicable - refer to the definition of “specified trading period” under OSC Rule 13-502 Fees) _________________ to _________________ Closing price of the security in the class or series on the last trading day of the specified trading period in which such security was listed or quoted on the highest trading marketplace $_______________________ (ix) Number of securities in the class or series of such ________________________ (x) N/A 7.72 1,043,204,042 8,053,535,204.24 July 1, 2020 September 30, 2020 8.67 1,049,967,824 9,103,221,034.08 October 1, 2020 December 31, 2020 7.13 1,051,138,175 7,494,615,187.75 N/A N/A N/A

security outstanding at the end of the last trading day of the specified trading period Market value of class or series (ix) x (x) $________________________ (E) Average Market Value of Class or Series (Calculate the simple average of the market value of the class or series of security for each applicable specified trading period (i.e. A through E above)) $_________________________ (1) (Repeat the above calculation for each other class or series of equity securities of the reporting issuer (and a subsidiary pursuant to paragraph 2.8(1)(c) of OSC Rule 13-502 Fees, if applicable) that was listed or quoted on a marketplace at the end of the previous financial year) Fair value of outstanding debt securities: (See paragraph 2.8(1)(b), and if applicable, paragraph 2.8(1)(c) of OSC Rule 13-502 Fees) $_________________________ (2) (Provide details of how value was determined) Capitalization for the previous financial year (1) + (2) $_________________________ Participation Fee $_________________________ (For Class 1 reporting issuers, from Appendix A of OSC Rule 13-502 Fees, select the participation fee) (For Class 3B reporting issuers, from Appendix A.1 of OSC Rule 13-502 Fees, select the participation fee) Late Fee, if applicable (As determined under section 2.7 of OSC Rule 13- 502 Fees) $_________________________ Total Fee Payable (Participation Fee plus Late Fee) $_________________________ N/A 7,267,139,726.00 N/A 7,267,139,720.00 76,725.00 N/A 76,425.00

B2gold Corp 6-K, filed Feb 24, 2021

About this 6-K