B2Gold : Annual Information Form ("AIF")

ANNUAL INFORMATION FORM

of

B2GOLD CORP.

March 16, 2023

TABLE OF CONTENTS
	Page
INTRODUCTORY NOTES	2
CORPORATE STRUCTURE	6
Name, Address and Incorporation	6
Intercorporate Relationships	6
GENERAL DEVELOPMENT OF THE BUSINESS	7
Three Year History	8
DESCRIPTION OF THE BUSINESS	11
General	11
Principal Product	11
Special Skills and Knowledge	11
Competitive Conditions	11
Cycles	12
Employees	12
International Operations	12
Environmental Protection	12
Environmental, Occupational Health and Safety, Social and Regulatory	13
PROBABLE MINERAL RESERVES STATEMENT	17
Indicated Mineral Resource Statement	18
Inferred Mineral Resource Statement	18
MATERIAL PROPERTIES	20
Fekola Mine	20
Masbate Gold Project	37
Otjikoto Mine	47
OTHER PROPERTIES	58
Gramalote Project	58
Calibre Operations	59
RISK FACTORS	60
DIVIDENDS	79
DESCRIPTION OF CAPITAL STRUCTURE	80
Common Shares	80
Preferred Shares	80
MARKET FOR SECURITIES	80
Trading Price and Volume	80
DIRECTORS AND EXECUTIVE OFFICERS	81
Shareholdings of Directors and Executive Officers	83
Cease Trade Orders or Bankruptcies	83
Penalties or Sanctions	84
Conflicts of Interest	84
Code of Ethics	85
AUDIT COMMITTEE	85
Composition of the Audit Committee	85
Audit Committee Oversight	86
Reliance on Certain Exemptions	86
Pre-Approval Policies and Procedures	86
External Auditor Service Fees	87
LEGAL PROCEEDINGS	87
INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS	87
TRANSFER AGENT AND REGISTRAR	87
MATERIAL CONTRACTS	87
INTEREST OF EXPERTS	87
ADDITIONAL INFORMATION	88
SCHEDULE A AUDIT COMMITTEE CHARTER	A-1

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B2GOLD CORP.

ANNUAL INFORMATION FORM

INTRODUCTORY NOTES

Date of Information

In this Annual Information Form ("Annual Information Form"), B2Gold Corp., together with its subsidiaries, as the context requires, is referred to as "we", "our", "us", the "Company" or "B2Gold". All information contained in this Annual Information Form is as at December 31, 2022, unless otherwise stated, being the date of our most recently completed financial year, and the use of the present tense and of the words "is", "are", "current", "currently", "presently", "now" and similar expressions in this Annual Information Form is to be construed as referring to information given as of that date. Readers are also encouraged to review our annual financial statements and management's discussion and analysis of the Company for the year ended December 31, 2022.

Cautionary Note Regarding Forward-Looking Information

Capitalized terms used but not defined in this Cautionary Note have the meaning given to them in this Annual Information Form.

This Annual Information Form 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, but not limited to: objectives, strategies, intentions and expectations; projections; forecasts; estimates; outlook; guidance; schedules; plans; designs; and other statements regarding future or estimated financial and operational performance, gold production and sales, revenues and cash flows, capital costs (sustaining and non- sustaining) and operating costs; budgets on a consolidated and mine by mine basis; closure and reclamation costs; our planned capital and exploration expenditures; future or estimated mine life, metal price assumptions, ore grades or sources, gold recovery and mining rates, stripping ratios, throughput, ore processing; statements regarding anticipated exploration, drilling, development, construction, permitting and other activities or achievements of B2Gold; and including, but not limited to: the impact of the Fekola Solar Plant on the Fekola Mine's HFO consumption and carbon dioxide emissions; the sale of the Gramalote Project and the timing and terms thereof; the performance and results of any environmental audits and impact studies at our mines; further implementation and integration of the Management System at the Fekola Mine; ongoing updates to the Strategic Plan; the development of the operation on the Bantako Nord Permit; construction of a second TSF and expanded Fekola Solar Plant at the Fekola Mine commencing in 2023; the expanded Fekola Solar Plant being operational by Q3, 2024; saprolite production from the Bantako Nord Permit commencing in 2023; the results of the Fekola Regional engineering study being expected in the second quarter of 2023; the combined Fekola Mine and Fekola Regional processing facilities potentially producing more than 800,000 ounces of gold per year from the Fekola Complex commencing as early as 2026; the further advancement of our pipeline of development and exploration projects; an additional HFO generator being installed at the Masbate Project; the projected source, volume and timing of gold production, including Fekola's annualized throughput rate averaging

9.0 million tonnes per annum ("Mtpa") over the long-term, gold production at the Fekola mill of between 580,000 and 610,000 ounces in 2023, gold production at the Masbate Gold Project of between 170,000 and 190,000 ounces in 2023, and gold production at the Otjikoto Mine of between 190,000 and 210,000 ounces in 2023; Mineral Reserves being mined from the Otjikoto pit for two years and from the Wolfshag deposit for approximately four years; 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 our revolving credit facility for future draw downs; our attributable share of Calibre's production; the ability of the Company and Sabina to complete the Sabina Transaction on the contemplated terms of the Sabina Arrangement Agreement; the consummation of the Sabina Transaction and the anticipated timing thereof; the special meeting of shareholders of Sabina to be held in connection with the Sabina Transaction and the anticipated timing thereof; the ownership by the Company of Sabina's business and properties, including the Back River Gold District, following the anticipated completion of the Sabina Transaction; the Company's intentions with respect to the development of the Goose Project following the anticipated completion of the Sabina Transaction, including in respect of relationships with Indigenous communities and long- term socio-economic benefits in connection with the Goose Project and the expected impact of any tax or regulatory changes in the countries in which we operate, including Mali, the Philippines and Namibia. Estimates of mineral resources and reserves are also forward-looking statements because they constitute projections regarding the amount

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of minerals that may be encountered in the future and/or the anticipated economics of production, should a production decision be made. All statements in this Annual Information Form 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 are inherently subject to known and unknown risks, uncertainties and other factors, many of which are beyond our ability to control, that may cause our actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such forward-looking information. Such risks include, without limitation, the risks, uncertainties and other factors referred to in this Annual Information Form including under "Risk Factors" and elsewhere herein.

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 our ability to carry on current and future operations, including: development and exploration activities; the timing, extent, duration and economic viability of such operations, including any mineral resources or reserves identified thereby; the accuracy and reliability of estimates, projections, forecasts, studies and assessments, including geotechnical, mining and metallurgical recovery assumptions and interpretations of mineralization geometry and grade continuity; stockpiling assumptions, including the amount and grade of stockpile material; our 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; laws and regulations applicable to our operations, including our continued ability to retain mineral and surface rights titles; the continued health, availability and cost of labour; the continued availability and use of infrastructure; 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; the continued ability to access our sites; the ability to maintain the social license to operate; the ability of the Company and Sabina to satisfy the terms and conditions precedent of the Sabina Arrangement Agreement in order to consummate the Sabina Transaction; our ability to obtain all necessary regulatory approvals, including stock exchange approvals, in connection with the Sabina Transaction in a timely manner or at all; the ability of Sabina to obtain all necessary shareholder and regulatory approvals, including court and stock exchange approvals, in connection with the Sabina Transaction in a timely manner or at all; and other assumptions and factors described herein or that are generally associated with the mining industry.

Forward-looking statements are based on the opinions and estimates of our management and reflect their current expectations regarding future events and operating performance. We do 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. Although we have attempted to identify important factors that could cause actual results to differ materially from those contained in the forward-looking statements, there may be other factors that cause actual results to differ materially from those which are anticipated, estimated, or intended. There can be no assurance that forward-lookingstatements will prove to be accurate, and actual results, performance or achievements could differ materially from those expressed in, or implied by, these forward-lookingstatements. Accordingly, no assurance can be given that any events anticipated by the forward-lookingstatements will transpire or occur, or if any of them do, what benefits or liabilities we will derive therefrom. For the reasons set forth above, undue reliance should not be placed on forward-lookingstatements. All the forward-looking statements contained in this Annual Information Form are qualified by these cautionary statements.

Currency and Exchange Rate Information

Our financial statements are reported in U.S. dollars. All dollar amounts referenced in this Annual Information Form, unless otherwise indicated, are expressed in U.S. dollars. A reference in this Annual Information Form to:

• "A$" is to the lawful currency of Australia;
• "C$" or "Canadian dollar" is to the lawful currency of Canada;

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• "N$" or "Namibian dollar" is to the lawful currency of Namibia;
• "Philippine peso" is to the lawful currency of the Philippines;
• "West African CFA franc" is to the lawful currency of Mali;
• "Euro" is to the lawful currency of the European Union; and
• "$", "US$" or "U.S. dollar" is to the lawful currency of the United States.

The high, low, average and closing exchange rates for Canadian dollars in terms of U.S. dollars, as quoted by the Bank of Canada, for each of the three years in the period ended December 31, 2022, were as follows:

		Fiscal Year Ended December 31,
	2020		2021		2022
Highest rate during period	US$0.7863		US$0.8306		US$0.8031
Lowest rate during period	US$0.6898		US$0.7727		US$0.7217
Average rate during period	US$0.7461		US$0.7980		US$0.7692
Rate at the end of period	US$0.7854		US$0.7888		US$0.7383

On March 15, 2023, the daily average rate of exchange for one Canadian dollar in U.S. dollars, as quoted by the Bank of Canada, was C$1.00 = US$0.7258.

Production Results, Technical Information and Cautionary Note for United States Readers

Actual and projected production results presented in this Annual Information Form reflect total production at the mines we operate on a 100% project basis. As further discussed in this Annual Information Form, a wholly-owned B2Gold subsidiary has a direct ownership interest of 80% in the Fekola Mine, 90% in the Otjikoto Mine and the right to purchase all ore from the Masbate Gold Project (each mine and project are as defined herein). In respect of the Calibre Mining Corp. ("Calibre") operations, production is presented on an approximately 25% basis, reflecting our approximate equity interest in Calibre (subject to reduction if our interest in Calibre dilutes further).

The disclosure included in this Annual Information Form uses Mineral Reserve and Mineral Resource classification terms that comply with reporting standards in Canada and the Mineral Reserve and Mineral Resource estimates are made in accordance with the Canadian Institute of Mining, Metallurgy and Petroleum ("CIM") Council - Definition Standards for Mineral Resources & Mineral Reserves adopted by CIM Council on May 19, 2014 (the "CIM Standards"), which were adopted by the Canadian Securities Administrators' (the "CSA") National Instrument 43-101Standards of Disclosure for Mineral Projects ("NI 43-101"). NI 43-101 is a rule developed by the CSA that establishes standards for all public disclosure an issuer makes of scientific and technical information concerning mineral projects. The following definitions are reproduced from the CIM Standards:

A Modifying Factor or Modifying Factors are considerations used to convert Mineral Resources to Mineral Reserves. These include, but are not restricted to, mining, processing, metallurgical, infrastructure, economic, marketing, legal, environmental, social and governmental factors.

A Mineral Resource is a concentration or occurrence of solid material of economic interest in or on the earth's crust in such form, grade or quality and quantity that there are reasonable prospects for eventual economic extraction. The location, quantity, grade or quality, continuity and other geological characteristics of a Mineral Resource are known, estimated or interpreted from specific geological evidence and knowledge, including sampling. Mineral Resources are sub-divided, in order of increasing geological confidence, into Inferred, Indicated and Measured categories.

An Inferred Mineral Resource is that part of a Mineral Resource for which quantity and grade or quality are estimated on the basis of limited geological evidence and sampling. Geological evidence is sufficient to imply but not verify geological and grade or quality continuity. An Inferred Mineral Resource has a lower level of confidence than that applying to an Indicated Mineral Resource and must not be converted to a Mineral Reserve. It is reasonably expected