B2Gold : Annual Information Form ("AIF")

ANNUAL INFORMATION FORM

B2GOLD CORP

March 14, 2024

TABLE OF CONTENTS
	Page
INTRODUCTORY NOTES	3
Date of Information	3
Cautionary Note Regarding Forward-Looking Information	3
Currency and Exchange Rate Information	5
Production Results, Technical Information and Cautionary Note for United States Readers	5
CORPORATE STRUCTURE	7
Name, Address and Incorporation	7
Intercorporate Relationships	8
GENERAL DEVELOPMENT OF THE BUSINESS	8
Three Year History	9
DESCRIPTION OF THE BUSINESS	13
General	13
Principal Product	13
Special Skills and Knowledge	13
Competitive Conditions	14
Cycles	14
Employees	14
International Operations	14
Environmental Protection	15
Environmental, Occupational Health and Safety, Social and Regulatory	15
SUMMARY OF MINERAL RESERVE AND MINERAL RESOURCE ESTIMATES	19
Proven Mineral Reserves Statement	19
Probable Mineral Reserves Statement	20
Measured Mineral Resource Statement	22
Indicated Mineral Resource Statement	22
Inferred Mineral Resource Statement	23
MATERIAL PROPERTIES	25
Fekola Complex	25
Masbate Gold Project	49
Otjikoto Mine	60
Goose Project	74
OTHER PROPERTIES	92
Gramalote Project	92
Calibre Operations	93
RISK FACTORS	94
DIVIDENDS	117
DESCRIPTION OF CAPITAL STRUCTURE	118
Common Shares	118
Preferred Shares	118
MARKET FOR SECURITIES	119
Trading Price and Volume	119
DIRECTORS AND EXECUTIVE OFFICERS	120
Shareholdings of Directors and Executive Officers	122
Cease Trade Orders, Bankruptcies, Penalties or Sanctions	122
Conflicts of Interest	123
AUDIT COMMITTEE	124
Composition of the Audit Committee	124
Audit Committee Oversight	126
Reliance on Certain Exemptions	126
Pre-Approval Policies and Procedures	126
External Auditor Service Fees	126
LEGAL PROCEEDINGS	127

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INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS	127
TRANSFER AGENT AND REGISTRAR	127
MATERIAL CONTRACTS	127
NAMES OF EXPERTS AND INTEREST OF EXPERTS	127
ADDITIONAL INFORMATION	128
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 ("AIF"), 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 AIF is as at December 31, 2023, 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 AIF 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, 2023.

Cautionary Note Regarding Forward-Looking Information

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

This AIF 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; 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, including future or estimated processing times, metal price assumptions, ore grades or sources, gold recovery and mining rates, stripping ratios, throughput, and ore processing; statements regarding anticipated exploration, drilling, development, construction, permitting and other activities or achievements of B2Gold; and including, but not limited to: the further advancement of our pipeline of development and exploration projects; including the completion and timing of construction, development and operations at the Goose Project; the projected source, volume and timing of gold production, including Fekola's annualized throughput rate averaging 9.0 million tonnes per annum ("Mtpa"), gold production at the Fekola mill of between 470,000 and 500,000 ounces in 2024, gold production at the Masbate Gold Project of between 170,000 and 190,000 ounces in 2024, and gold production at the Otjikoto Mine of between 180,000 and 200,000 ounces in 2024; the timing and volume of additional gold production from the Fekola Complex as a result of higher-grade ore from the Fekola Mine, and scheduled ore from the Anaconda Area in the first quarter of 2025 and the Dandoko Area in the third quarter of 2027; the implementation of initiatives which improve the production profile and lower the all-in sustaining costs at the Fekola Complex, including additional gold production from potential underground operations; construction of a new tailings storage facility ("TSF") at the Fekola Mine by the second quarter of 2025; the expanded Fekola Solar Plant being operational by the fourth quarter of 2024; 264,775 ounces representing approximately 10% of our annual gold production in each of 2025 and 2026; ability to deliver gold in a timely manner under our gold prepay arrangement; the impact of the 2023 Mining Code in Mali, including on the receipt of exploitation licences for Fekola Regional, and the potential acquisition of an additional 20% interest by the State and a further 5% interest to be made available for purchase to a local Malian in Fekola Regional; the results of our application for a "No-Go Zone" on the Bantako Nord Permit; the timing and results of a preliminary economic assessment for the Gramalote Project; our attributable

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share of Calibre's production; development of the Goose Project in a manner that recognizes Indigenous input and concerns and brings long-termsocio-economic benefits to the area; the Goose Project pouring gold in the first quarter of 2025; 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 ("Credit Facility") for future draw downs; and the expected impact of any tax or regulatory changes in the countries in which we operate, including Mali, the Philippines, Namibia and Canada. Estimates of mineral resources and reserves are also forward- looking statements because they constitute projections regarding the amount 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 AIF 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 AIF 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 timely completion of project construction and development, including at the Goose Project; 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 licence to operate and positive relationships with Indigenous communities; 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-looking

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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 we will derive therefrom. For the reasons set forth above, undue reliance should not be placed on forward-looking statements. All the forward- looking statements contained in this AIF 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 AIF, unless otherwise indicated, are expressed in U.S. dollars. A reference in this AIF to:

• "A$" is to the lawful currency of Australia;
• "C$" or "Canadian dollar" is to the lawful currency of Canada;
• "N$" is to the lawful currency of Namibia; and
• "$", "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, 2023, were as follows:

	2021	2022	2023
Highest rate during period	US$0.8306	US$0.8031	US$0.7610
Lowest rate during period	US$0.7727	US$0.7217	US$0.7207
Average rate during period	US$0.7980	US$0.7692	US$0.7410
Rate at the end of period	US$0.7888	US$0.7383	US$0.7561

On March 11, 2024, 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$0.7412.

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

Actual and projected production results presented in this AIF reflect total production at the mines we operate on a 100% project basis. As further discussed in this AIF, 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 100% of the 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 24% basis, reflecting our approximate equity interest in Calibre as at December 31, 2023. On January 24, 2024, the Company's indirect interest in Calibre was reduced to 15%.

The disclosure included in this AIF 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

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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 that the majority of Inferred Mineral Resources could be upgraded to Indicated Mineral Resources with continued exploration.

An Indicated Mineral Resource is that part of a Mineral Resource for which quantity, grade or quality, densities, shape and physical characteristics are estimated with sufficient confidence to allow the application of Modifying Factors in sufficient detail to support mine planning and evaluation of the economic viability of the deposit. Geological evidence is derived from adequately detailed and reliable exploration, sampling and testing and is sufficient to assume geological and grade or quality continuity between points of observation. An Indicated Mineral Resource has a lower level of confidence than that applying to a Measured Mineral Resource and may only be converted to a Probable Mineral Reserve.

A Measured Mineral Resource is that part of a Mineral Resource for which quantity, grade or quality, densities, shape, and physical characteristics are estimated with confidence sufficient to allow the application of Modifying Factors to support detailed mine planning and final evaluation of the economic viability of the deposit. Geological evidence is derived from detailed and reliable exploration, sampling and testing and is sufficient to confirm geological and grade or quality continuity between points of observation. A Measured Mineral Resource has a higher level of confidence than that applying to either an Indicated Mineral Resource or an Inferred Mineral Resource. It may be converted to a Proven Mineral Reserve or to a Probable Mineral Reserve.

A Mineral Reserve is the economically mineable part of a Measured and/or Indicated Mineral Resource. It includes diluting materials and allowances for losses, which may occur when the material is mined or extracted and is defined by studies at pre-feasibility or feasibility level as appropriate that include application of Modifying Factors. Such studies demonstrate that, at the time of reporting, extraction could reasonably be justified. The reference point at which Mineral Reserves are defined, usually the point where the ore is delivered to the processing plant, must be stated. It is important that, in all situations where the reference point is different, such as for a saleable product, a clarifying statement is included to ensure that the reader is fully informed as to what is being reported. The public disclosure of a Mineral Reserve must be demonstrated by a pre-feasibility study or feasibility study.

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A Probable Mineral Reserve is the economically mineable part of an Indicated, and in some circumstances, a Measured Mineral Resource. The confidence in the Modifying Factors applying to a Probable Mineral Reserve is lower than that applying to a Proven Mineral Reserve.

A Proven Mineral Reserve is the economically mineable part of a Measured Mineral Resource. A Proven Mineral Reserve implies a high degree of confidence in the Modifying Factors.

Mining disclosure under U.S. securities law was previously required to comply with the United States Securities and Exchange Commission ("SEC") Industry Guide 7 ("SEC Industry Guide 7") under the United States Securities Exchange Act of 1934, as amended (the "Exchange Act"). The SEC has adopted final rules, effective February 25, 2019, which replaced SEC Industry Guide 7 with new mining disclosure rules under sub-part 1300 of Regulation S-K of the U.S. Securities Act ("Regulation S-K1300"). As a foreign private issuer that is eligible to file reports with the SEC pursuant to the multijurisdictional disclosure system, the Company is not required to provide disclosure on its mineral properties under the Regulation S-K 1300 and provides disclosure under NI 43-101 and the CIM Definition Standards. Accordingly, Mineral Reserve and Mineral Resource information contained in this AIF and the documents incorporated by reference herein, may not be comparable to similar information disclosed by U.S. reporting companies subject to the technical disclosure requirements of the SEC.

Under Regulation S-K 1300, the SEC recognizes estimates of "Measured Mineral Resources", "Indicated Mineral Resources" and "Inferred Mineral Resources". In addition, the SEC has amended its definitions of "Proven Mineral Reserves" and "Probable Mineral Reserves" to be substantially similar to international standards. Readers are cautioned that despite efforts to harmonize U.S. mining disclosure rules with NI 43-101 and other international requirements, there are differences between the terms and definitions used in Regulation S-K 1300 and mining terms defined in the CIM Standards, which definitions have been adopted by NI 43-101, and there is no assurance that any mineral reserves or mineral resources that an owner or operator may report as "proven mineral reserves", "probable mineral reserves", "measured mineral resources", "indicated mineral resources" and "inferred mineral resources" under NI 43-101 would be the same had the owner or operator prepared the Mineral Reserve or Mineral Resource estimates under the standards of Regulation S-K 1300.

The term "Qualified Person" as used in this AIF means a Qualified Person as that term is defined in NI 43-

101. Except where otherwise disclosed, William Lytle, P.E., Senior Vice President and Chief Operating Officer of B2Gold, a Qualified Person, has approved the scientific and technical information related to operations matters contained in this AIF and Andrew Brown, P. Geo., Vice President, Exploration of B2Gold, a Qualified Person, has approved the scientific and technical information regarding exploration matters contained in this AIF.

CORPORATE STRUCTURE

Name, Address and Incorporation

We were incorporated under the Business Corporations Act (British Columbia) (the "BCBCA") on November 30, 2006. Our head office is located at Suite 3400, Park Place, 666 Burrard Street, Vancouver, British Columbia, Canada, and our registered office is located at Suite 1600 - 925 West Georgia Street, Vancouver, British Columbia, Canada.

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Intercorporate Relationships

A significant portion of our business is carried on through our subsidiaries. The chart below includes the name and jurisdiction of incorporation of our material subsidiaries and certain subsidiaries holding an interest in mineral projects that we consider significant as described in this AIF. All ownership of subsidiaries is 100% unless otherwise indicated. Certain subsidiaries are indirectly owned by us through wholly-owned subsidiaries not reflected below.

B2GOLD CORP.

Mali

Mining

Investment

1. Limited (BVI)

80%

Fekola S.A.

(Mali)

Fekola Mine (Mali)

Philippine

Gold

Processing

&

Refining

Corp.

(Philippines)

Ore

Purchase

Agreement

Central

Asia

Gold

Limited

(Bahamas)

Philippine

Gold

Limited

(UK)

40%

Filminera Resources Corporation (Philippines)

Masbate

Gold Project

(Philippines)

TEAL Namibia

1. Inc.
   (Barbados)

B2Gold

Mining

Investments

Limited

(Mauritius)

90%

B2Gold

Namibia

(Proprietary)

Limited

(Namibia)

Otjikoto

Mine

(Namibia)

B2Gold Back

River Corp.

(British Columbia)

Goose

Project

(Nunavut)

GENERAL DEVELOPMENT OF THE BUSINESS

We are an international, responsible senior gold producer based in Vancouver, Canada with three operating mines (one mine in each of Mali, Namibia and the Philippines) and one mine under construction in Nunavut, Canada. In addition, we have a portfolio of other development and exploration projects in several countries including Mali, Finland, Cote d'Ivoire and Colombia. Our material properties consist of the following three mines and one mine under construction:

Fekola mine (80% ownership), an open pit gold mine located approximately 40 kilometres ("km") south of the city of Kéniéba, Mali (the "Fekola Mine");

Otjikoto mine (90% ownership), an open pit mine and underground gold mine located approximately 300 km north of Windhoek, the capital of Namibia (the "Otjikoto Mine");

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Masbate gold project (ownership as described under "Material Properties - Masbate Gold Project" below), an open pit gold mine, located near the northern tip of the island of Masbate, 360 km southeast of Manila, the capital of the Philippines (the "Masbate Gold Project"); and

Goose project (100% ownership), an open pit and underground gold mine under construction located in the Back River Gold District in Nunavut, Canada, approximately 520 km northeast of Yellowknife, the Northwest Territories (the "Goose Project").

Three Year History

Over the three most recently completed financial years, the significant events described below contributed to the development of our business.

2021 Developments

In July 2021, the heavy fuel oil ("HFO") hybrid-solar plant at the Fekola Mine (the "Fekola Solar Plant") reached full production capacity. In 2021, the Fekola Solar Plant generated 47.5 gigawatt hours of electricity, reduced HFO consumption by 10.1 million litres, and eliminated over 31,500 tonnes of carbon dioxide emissions.

On November 30, 2021, we completed the sale to West African Resources Limited ("WAF") of our 81% interest in the Kiaka gold project located in Burkina Faso (the "Kiaka Project"). On closing, we received a cash payment of US$22.5 million (in addition to the US$450,000 received prior to closing), 22,190,508 ordinary shares of WAF, and a 2.7% net smelter return ("NSR") royalty interest on the first 2,500,000 ounces of gold produced at the Kiaka Project and thereafter a 0.45% NSR royalty interest on the next 1,500,000 ounces of gold produced. We received an additional payment of US$45 million in cash in September 2022.

Concurrently with the sale of the Kiaka Project, we also sold our 90% interest in the Toega gold project located in Burkina Faso (the "Toega Project") to WAF. On closing, we received a cash payment of US$9 million (in addition to the US$9 million received prior to closing), and a 2.7% NSR royalty interest on the