B2Gold Corp. (TSX:BTO) signed non-binding letter of intent to acquire Sabina Gold & Silver Corp. (TSX:SBB) from Orion Fund III (Mt) LLC, Wheaton Precious Metals Corp. (TSX:WPM), Zhaojin International Mining Co., Ltd. and others for CAD 1 billion on February 2, 2023. B2Gold Corp. (TSX:BTO) entered into a definitive agreement to acquire Sabina Gold & Silver Corp. from Orion Fund III (Mt) LLC, Wheaton Precious Metals Corp. (TSX:WPM), Zhaojin International Mining Co., Ltd. and others on February 12, 2023. Under the terms of the transaction, B2Gold will issue 0.3867 of a common share of B2Gold for each Sabina common share held, representing consideration of CAD 1.87 per Sabina Share. Upon completion of the arrangement, existing B2Gold shareholders and former Sabina shareholders will own approximately 83% and 17%, respectively, of the outstanding B2Gold Shares. Under certain circumstances, B2Gold will pay Sabina CAD 37 million break-up fee equal to approximately 3.5% of Sabina's equity value.

The transaction will be carried out by way of a court-approved Arrangement under the Business Corporations Act (British Columbia) and will require approval by 66 2/3% of the votes cast by Sabina shareholders at a special meeting expected to be held in April 2023. The transaction is subject to normal course regulatory approvals and the satisfaction of customary closing condition, the Canadian Competition Approval, the Investment Canada Act Approval, dissent rights no greater than 10% of shares outstanding and any required third-party consents, Dissent rights no greater than 10% of shares outstanding. The B2Gold Board of Directors has unanimously approved the transaction. The Sabina Board of Directors have unanimously approved the transaction, with Sabina directors recommending that Sabina shareholders vote in favour of the transaction. As on April 12, 2023, Sabina Gold shareholder approved the transaction at its special meeting of shareholders. Subject to the satisfaction of these conditions, B2Gold and Sabina expects that the transaction will be completed in the second quarter of 2023. As of March 16, 2023, The Sabina transaction is anticipated to close in late April 2023. Following the positive outcome of the shareholder vote, transaction is expected to close on or about April 19, 2023.

B2Gold's financial advisor is National Bank Financial, its Canadian legal counsel is Karen L. MacMillan of Lawson Lundell LLP and its United States legal counsel is Dorsey & Whitney LLP. Sabina's financial advisors are BMO Capital Markets and Cormark Securities Inc., its Canadian legal counsels are Bob Wooder and Susan Tomaine of Blake, Cassels & Graydon LLP. June S. Dipchand and Ryan J. Dzierniejko of Skadden, Arps, Slate, Meagher & Flom LLP acted as legal advisor to Sabina Gold & Silver Corp. Each of BMO Capital Markets and Cormark Securities Inc. has provided an oral opinion to the Board of Directors of Sabina that the consideration offered under the transaction is fair from a financial point of view, to the shareholders of Sabina. Computershare Investor Services Inc. acted as Depositary to Sabina. Laurel Hill Advisory Group, LLC acted as the information agent to Sabina.