B2Gold : Code of Business Conduct and Ethics Policy – February 23, 2021

CODE OF BUSINESS CONDUCT AND ETHICS

Effective Date: February 23, 2021

The purpose of this Code of Business Conduct and Ethics (the "Code") is to define the standards and values which B2Gold Corp. (the "Company") expects its personnel to follow in all of their dealings with stakeholders and activities with the Company. This Code applies to all personnel of the Company and all of its subsidiaries, affiliates, joint ventures and any other entity controlled by the Company (collectively, the "B2Gold Group"), including every director, officer, employee, consultant and contractor of the B2Gold Group (the "B2Gold Personnel").

The Code states basic principles that should guide the affairs of the B2Gold Group and addresses certain specific situations, but it is not intended to be comprehensive. B2Gold Personnel are encouraged to seek guidance on specific issues, particularly with respect to potential conflicts of interest. All questions by employees pertaining to this Code should be directed to the B2Gold Personnel's supervisor or the B2Gold Group's local Human Resources Officer. All questions by consultants and contractors should be directed to the employee responsible for supervising their work (the "Supervising Employee"). If in doubt, the supervisor, the local Human Resources Officer, or the Supervising Employee will seek the advice of the Executive Vice President and General Counsel of the Company to determine whether or not outside legal counsel should be consulted regarding the matter.

The Company's Corporate Governance and Nominating Committee (the "Governance Committee") is responsible for setting the standards of business conduct contained in the Code and updating these standards as it deems appropriate to reflect changes in the legal and regulatory framework applicable to the B2Gold Group, the business practices within the Company's industry, the Company's own business practices, and the prevailing ethical standards of the communities in which the B2Gold Group operates. While the Board of Directors of the Company (the "Board"), through the Governance Committee, will oversee and monitor compliance with the Code, it is the individual responsibility of each B2Gold Personnel to comply with the Code. Each B2Gold Personnel is expected to read and become familiar with the Code and may be required, from time to time, to affirm in writing his or her compliance with the Code. Additionally, all B2Gold Personnel should read, understand, and follow the Company's Disclosure, Confidentiality and Insider Trading Policy, Anti-Corruption Policy and Whistleblower Policy. This Code should also be provided to and followed by suppliers, agents and representatives, including advisors, engaged by the B2Gold Group, as though such parties were B2Gold Personnel, to the extent applicable pursuant to the Code and other policies of the Company.

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1. Guiding Principles
   All B2Gold Personnel must:
2. 1. act honestly and in good faith with a view to the best interests of the Company;
   2. exercise due care, diligence and skill in fulfilling the functions of their position;
   3. avoid conflicts of interest between work and personal affairs;
   4. exercise the powers attached to their employment, engagement or other relationship with the B2Gold Group and use the assets of the B2Gold Group for the purposes for which they were intended;
   5. demonstrate honesty, truthfulness, respectfulness and integrity in all business dealings and interactions with the B2Gold Group's shareholders, customers, suppliers, competitors and other employees; and
   6. act in accordance with all applicable laws, rules and regulations, adhere to the ethical standards set out in the Code and follow the Company's policies and procedures. For certainty, if any applicable law conflicts with a policy in this Code, B2Gold Personnel must comply with the applicable law. If a local custom or policy conflicts with this Code, B2Gold Personnel must consult with the Governance Committee and comply with this Code, unless a waiver is obtained pursuant to Section 16.
3. Special Responsibility of Leaders
   B2Gold Personnel who are directors, officers, supervisors and Supervising Employees have an important responsibility to promote an ethical and compliant workplace. Such individuals must lead by example, while remaining watchful for potential misconduct, and must fully understand this Code, be able to explain and discuss it with those who report to them and encourage others to come forward with concerns. This includes taking the time to listen to others' concerns and questions, developing a relationship of trust with other B2Gold Personnel, and reporting acts of misconduct. Such individuals must ensure that the B2Gold Personnel they supervise feel confident that they can discuss their questions and concerns with them without fear of retaliation.
4. Conflicts of Interest

3.1. All B2Gold Personnel have an obligation to act in the best interests of the Company at all times. Further, B2Gold Personnel are required to avoid situations where their personal interests interfere or might appear to interfere in any way with the interests of the Company.

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1. A conflict of interest will arise when B2Gold Personnel must choose between the
   Company's best interests and their personal interests, including when such B2Gold
   Personnel has personal interest in a B2Gold Group transaction. Any situation where the judgment of such B2Gold Personnel may be compromised, where he or she shows undue favoritism to any party or where he or she, or a member of his or her family, receives a personal benefit of some kind, or where it even appears that one of the above is true, is potentially a conflict of interest. All B2Gold Personnel must strive to avoid situations that create a conflict, create the potential for a conflict or create the appearance of a conflict. If a B2Gold Personnel becomes aware of a transaction or relationship (including those involving family members) that could reasonably be expected to give rise to a conflict of interest, he or she should promptly disclose the matter to their supervisor or Supervising Employee or the Company's Executive Vice President and General Counsel in accordance with Section 3.3.
2. Where an actual or potential conflict of interest may exist, then B2Gold Personnel must immediately disclose the conflict to: (a) their supervisor or Supervising Employee, who must then report the matter to the Company's Executive Vice President and General Counsel; or (b) directly to the Company's Executive Vice President and General Counsel.
   The Company's Executive Vice President and General Counsel must report all conflict of interest matters to the Governance Committee and may refer such matters to the Governance Committee for determination as necessary. Failure to disclose and report a conflict of interest is a violation of this Code.
3. If required by the Board, where a director of the Company has a conflict of interest, such director shall retire from any meeting of the Board while discussion on the applicable material contract or transaction or proposed material contract or transaction of the Company is taking place and shall refrain from voting on the subject under consideration, but this will not prevent the Board from calling him or her into the meeting to answer any questions regarding the matter under discussion nor shall it release the director from his or her obligation to inform the Board.

4. Use of B2Gold Group Resources

1. All B2Gold Personnel are to safeguard and use the B2Gold Group's resources for legitimate B2Gold Group business purposes only. The B2Gold Group and all B2Gold Personnel will take steps to prevent theft, carelessness and any manner of significant waste that has a direct impact on the B2Gold Group's profitability. Any suspect incident of fraud, theft or other irregularity should be reported immediately for investigation in accordance with Section 15. B2Gold Group equipment should not be used for non-B2Gold Group business, other than incidental personal use; other use requires pre-approval by an immediate supervisor.

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1. 1. The obligation of B2Gold Personnel to protect the B2Gold Group's assets includes the protection of its proprietary information. Proprietary information includes, among other things: drill results; engineering plans and designs; geological prospects and interpretations; databases and records; business, marketing and corporate development plans; salary information; intellectual property and any unpublished financial or technical data and reports. Unauthorized use or distribution of this information is a violation of this Code. It may also be illegal and result in civil or criminal penalties. The obligation to preserve the confidentiality of proprietary information continues even after B2Gold
      Personnel cease to have a relationship with the B2Gold Group. See "Confidentiality".
2. Corporate Opportunities
   Opportunities which become available to a B2Gold Personnel by reason of his or her employment, engagement or other relationship with the B2Gold Group must be disclosed to the Company and be treated as if belonging to the B2Gold Group. B2Gold Personnel are prohibited from using B2Gold Group property or information for personal gain, taking personal advantage of opportunities that are discovered through the use of B2Gold Group property or information, or competing with the B2Gold Group. B2Gold Personnel owe a duty to the Company to advance its legitimate interests, before their own, when the opportunity to do so arises in connection with
   B2Gold Personnel's employment, engagement or other relationship with the B2Gold Group.
3. Confidentiality
4. 1. All B2Gold Personnel are required to maintain and protect the confidentiality of all information and materials entrusted to them by the B2Gold Group or persons with whom the B2Gold Group does business, except when disclosure is authorized by the Company's Chief Executive Officer, Chief Financial Officer or Executive Vice President and General Counsel or is required by laws or regulations. The obligation to preserve confidential information continues even after B2Gold Personnel cease to have a relationship with the B2Gold Group.
   2. B2Gold Personnel have access to sensitive and confidential corporate information. Confidential information includes any information obtained or developed in the course of the B2Gold Group's business that has not been made public by the Company through designated spokespersons or publicly disclosed documents, including material information pertaining to persons or entities with whom the B2Gold Group does business that has not been made public by such person or entity. Release of such information may be harmful to the B2Gold Group, other B2Gold Personnel, suppliers, customers, and other persons or entities with whom the B2Gold Group does business, and in some cases may be illegal. B2Gold Personnel must use extreme care when dealing with confidential information to ensure that such information not be released to anyone inside or outside of the B2Gold Group who is not authorized or legally entitled to receive it. Treatment of

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confidential information must be in accordance with the Company's Disclosure, Confidentiality and Insider Trading Policy.

1. 1. B2Gold Personnel must also maintain the confidentiality of all personal information provided to, or held by, the B2Gold Group and ensure that such personal information is not disclosed to other B2Gold Personnel unless it is reasonably required by them to perform their jobs. B2Gold Personnel must not disclose such personal information to third parties unless required by applicable laws, rules or regulations (and then only to the extent required) or unless the informed consent of the relevant individual has been obtained. Personal information must be dealt with in accordance with all applicable privacy laws.
   2. The foregoing obligations of confidentiality are subject to applicable whistleblower laws, which protect the right of B2Gold Personnel to provide information to governmental and regulatory authorities. Notwithstanding any other provision of this Code, any other Company policy or any agreement relating to B2Gold Personnel, B2Gold Personnel are not required to seek the B2Gold Group's permission or notify the B2Gold Group of any communications made in compliance with applicable whistleblower laws, and the Company will not consider such communications to violate this or any other Company policy or any agreement between the B2Gold Personnel and the B2Gold Group.
2. Health, Safety, Environment & Corporate Social Responsibility
   The Company is committed to managing and operating its assets in a manner that is consistent with the values of fairness, transparency, respect and accountability, protective of human health and safety and the environment, respects human rights and involves active engagement with host communities. All B2Gold Personnel have responsibility for maintaining a safe and healthy workplace by following health and safety rules and practices and reporting accidents, injuries and unsafe equipment, practices or conditions. Violence and harassment in the workplace are not permitted. B2Gold Personnel are expected to be free of alcohol and drugs that could impair their judgment or affect their ability to perform their job safely while in the workplace.
   It is the Company's policy to comply, in all material respects, with applicable health, safety and environmental laws and regulations. B2Gold Personnel are also expected to comply with the Company's policies, management systems, standards and procedures relating to health, safety, security, the environment, human rights, community engagement and corporate social responsibility.
3. Fair Dealings
4. 1. B2Gold Personnel are required to deal fairly with the B2Gold Group's customers, suppliers, competitors and other employees in a business-like manner, free from

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