B2Gold : Whistleblower Policy – February 23, 2021

WHISTLEBLOWER POLICY

Effective Date: February 23, 2021

1. Scope
   B2Gold Corp. ("B2Gold" and together with its subsidiaries, affiliates, joint ventures and any other entity controlled by B2Gold, the "B2Gold Group") will make available to all of its directors, officers, employees, consultants and contractors of the B2Gold Group and, as appropriate, to third parties, (collectively, "B2Gold Personnel") procedures to enable the communication of "whistleblower incidents" (as defined under Section 3 below).
2. Purpose
   B2Gold is committed to the highest possible standards of ethical and legal business conduct. In line with this commitment and B2Gold's commitment to open communication, this policy aims to provide an avenue for B2Gold Personnel to raise concerns and reassurance that B2Gold Personnel will be protected from reprisals or victimization for whistleblowing in good faith.
   The Executive VP, General Counsel & Secretary of B2Gold has been designated as the individual responsible to oversee this policy.
3. Defined TermsWhistleblower Incident
   A "whistleblower incident" is defined as a concern related to the B2Gold Group's accounting, internal accounting controls and auditing matters, a violation of B2Gold's Anti-Corruption Policy or compliance with applicable laws.
   The whistleblowing procedure is intended to be used for potentially serious and sensitive issues. For greater clarity, whistleblower incidents are intended to include, but are not limited to the following:
4. • Deficiencies in or lack of compliance with internal accounting controls;
   • Any fraud or deliberate error in preparing, evaluating, reviewing or auditing any of the
     B2Gold Group's financial statements;
   • Inappropriate revenue recognition;
   • Inappropriate capitalization of assets;
   • Inappropriate recognition of B2Gold Group liabilities (e.g. environmental clean-up costs);

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• Embezzlement of B2Gold Group assets by an individual or group of individuals; and
• Misrepresentation of non-financial information to support the financial statements.

As outlined in the above definition, whistleblower incidents relate primarily to matters regarding the B2Gold Group's accounting, internal accounting controls or auditing, violations of B2Gold's Anti-Corruption Policy or compliance with applicable laws. As such, whistleblower incidents are NOT intended to include such matters as:

• "Routine" grievances on operational matters of the B2Gold Group;
• Harassment; and
• Discrimination.

Please refer to other appropriate B2Gold Group policies and procedures dealing with such incidents. Employment-related concerns should continue to be reported through your normal channels, such as your supervisor, local HR representative, or to the Chairman of the Board of Directors of B2Gold (the "Board"), pursuant to the applicable B2Gold Group policy.

4. Policy and Policy Statements

This whistleblowing policy is intended to cover serious concerns that could have a significant impact on the B2Gold Group, such as actions that:

• May lead to incorrect financial reporting;
• Are unlawful; or
• Otherwise amount to serious improper conduct.

It is the policy of the B2Gold Group that all B2Gold Personnel must immediately report whistleblower incidents as soon as the B2Gold Personnel becomes aware of such situations.

Whistleblower incidents shall be reported using the B2Gold Group's prescribed procedures for the submission of whistleblower incidents (see Section5.2 below).

4.1. Harassment or Victimization

It is the policy of B2Gold that B2Gold Personnel will not be discharged, demoted, suspended, threatened, harassed, or in any other manner discriminated or retaliated against as a result of communicating a whistleblower incident in good faith or providing assistance to the Audit Committee of the Board (the "Audit Committee"), management or any other person or group in connection with a whistleblower concern, including any investigation by a governmental, regulatory or law enforcement body. A "good faith" report is one which is made honestly and reasonably, whether or not the person has all of the relevant facts or is sure that a breach has occurred. Any B2Gold Personnel who retaliates against someone who has made a report in good faith will be subject to

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discipline up to and including termination of their employment or consulting arrangement.

1. Confidentiality
   It is the policy of B2Gold to treat all reported whistleblower incidents in a confidential and sensitive manner to the fullest extent possible, consistent with applicable law and the need to conduct an appropriate review. See Section6 below.
2. Anonymous Allegations
   The policy encourages B2Gold Personnel to put their names to allegations because appropriate follow-up questions and investigation may not be possible unless the source of the information is identified. Concerns expressed anonymously will be investigated, but consideration will be given to:
3. • The seriousness of the issue raised;
   • The credibility of the concern; and
   • The likelihood of confirming the allegation from attributable sources.
4. Malicious Allegations
   Malicious allegations (allegations not made in good faith) may result in disciplinary action.

5. Procedure

1. Process For Raising A Concern
   As a first step, we encourage B2Gold Personnel to report any known violations or complaints to their immediate supervisor or to the persons set out below. If they do not feel comfortable reporting the information to their immediate supervisor or to the persons set out in Section 5.2 below, then B2Gold Personnel may report the information to Whistleblower Security Inc., a third party service provider ("Whistleblower Security").
   Whistleblower Security has been contracted by B2Gold to facilitate any concerns. Whistleblower Security serves as an avenue for disclosure of illegal activities as observed or witnessed by B2Gold Personnel. Whistleblower Security offers 24/7 access to confidential methods of disclosing these activities. We encourage open dialogue within the B2Gold Group, but if you feel it necessary, please follow the procedures as detailed below to help retain the integrity of our workplace.

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5.2. Reporting

Whistleblower incidents should be reported in any of the following ways:

• Through the Hotline: North America: 1-866-921-6714
• Contacting either of the following:

Robert Gayton, Chairman of the Audit Committee at or [e-mail]

Robert Cross, Chairman of the Board at [e-mail]

• If you are not in North America, call collect to 1-604-921-6875 during business hours and say you are with B2Gold and have a whistleblower report
• Through the web form atwww.whistleblowersecurity.com(see Appendix "A" attached for a sample of the web form)
• [e-mail]
• Fax report to: 1-604-926-5668
• Mailing address alternative for written documents: Suite 300 - 1455 Bellevue Avenue, West Vancouver, British Columbia, Canada V7T 1C3

5.3. Document Retention

The Audit Committee, or its designee, will retain a copy of the summary logs, all submitted complaints and concerns and all substantive documents provided or generated pursuant to any investigation hereunder for a period of not less than five years.

6. Confidentiality

Confidentiality of complaints received, whether anonymously or otherwise, will be maintained to the fullest extent possible, consistent with applicable law and the need to conduct an appropriate review.

Whistleblower Security or the person to whom the incident is reported pursuant to this policy will take the initial report from the individual and notify the appropriate B2Gold Group representative, which is the Chairman of the Audit Committee (or other appropriate person as determined by the Audit Committee). Whistleblower Security will act as the communication liaison between the person reporting the alleged matter and the B2Gold Group to safeguard the anonymity and confidentiality of the reporter. The B2Gold Group will not have access to your name if you choose to share it with Whistleblower Security during the course of your report, unless you specifically authorize it.

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1. Timing
   The earlier a concern is expressed, the easier it is to take action.
2. Evidence
   Although the individual is not expected to prove the truth of an allegation, the individual needs to demonstrate to the person contacted that there are sufficient grounds for concern.
3. How The Complaint Will Be Handled
   The action taken will depend on the nature of the concern. The Audit Committee and the Board will receive a report on each complaint from the Chairman of the Audit Committee (or any other appropriate person as determined by the Audit Committee). The Audit Committee or its designee will oversee the investigation and resolution of any reported incidents that present a material issue, as determined by the Audit Committee. The Audit Committee has the authority to retain outside legal or accounting expertise in any investigation as it deems necessary to conduct the investigation in accordance with its charter and this policy. Notwithstanding the foregoing, in no event will a member of the Audit Committee or its designee be involved in any aspect of the investigation or resolution of a report if the report alleges that he or she was involved in the matter.
4. Initial Inquiries
   Initial inquiries will be made to determine whether an investigation is appropriate, and the form that it should take. Some concerns may be resolved by agreed action without the need for investigation.
5. Report to Complainant
   Subject to any requirements of confidentiality, whether reported to B2Gold Personnel or through Whistleblower Security, the complainant will be given the opportunity to receive follow-up on their concern in two weeks acknowledging that the concern was received and, where possible and when determined to be appropriate by the Chairman of the Audit Committee or the Audit Committee:
6. • Indicating how the matter will be dealt with;
   • Giving an estimate of the time that it will take for a final response;
   • Telling them whether initial inquiries have been made; and
   • Telling them whether further investigations will follow, and if not, why not.

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