B2Gold Announces TSX Approval for Normal Course Issuer Bid

Press Release

VANCOUVER, British Columbia, April 01, 2025 B2Gold Corp. (TSX: BTO) (NYSE American: BTG) (“B2Gold” or the “Company”) announces that, further to the press release of the Company dated January 13, 2025 (the “Announcement PR”), the Toronto Stock Exchange (the “TSX”) has accepted the notice of B2Gold’s intention to implement a normal course issuer bid (the “NCIB”).

The Company’s decision to approve the NCIB is consistent with its amended shareholder return strategy outlined in the Announcement PR, and reflective of the Company’s belief that the market may undervalue the common shares of B2Gold (the “Shares”) from time to time and that the Shares may trade in a price range which may not adequately reflect the value of the Shares in relation to the business, assets, and prospects of B2Gold from time to time and that purchases of Shares pursuant to the NCIB may represent an appropriate and desirable use of the Company’s capital.

The Company had 1,319,616,807 Shares issued and outstanding as of March 20, 2025. The TSX approval allows the Company to purchase up to 65,980,840 Shares, representing 5% of the issued and outstanding Shares as of March 20, 2025, over a period of twelve months commencing on April 3, 2025. The NCIB will expire no later than April 2, 2026.

All purchases made pursuant to the NCIB will be made on the open market through the facilities of the TSX, the NYSE American, other designated exchanges and/or alternative trading systems or by such other means as may be permitted by applicable Canadian and U.S. securities laws. Purchases made on the open market through the facilities of the TSX, the NYSE American and alternative trading systems will be made at the prevailing market price at the time of purchase, or such other price as may be permitted by the TSX and applicable U.S. securities laws. The Company may also purchase Shares pursuant to exemption orders from applicable securities regulatory authorities, and such purchases will be at a discount to the prevailing market price.

The Company will retain discretion whether to make purchases under the NCIB, if any, and to determine the timing, amount and acceptable price of any such purchases, subject at all times to applicable TSX and other regulatory requirements. The Shares purchased by B2Gold under the NCIB will be cancelled.

In accordance with TSX rules, any daily purchases (other than pursuant to a block purchase exemption) on the TSX under the NCIB are limited to a maximum of 846,788 Shares, which represents 25% of the average daily trading volume of 3,387,154 Shares on the TSX for the six months ended March 31, 2025.  Purchases on the NYSE American will be subject to daily limitations and other conditions regarding manner, timing, price and volume of purchases in order to qualify for the safe harbor provided under applicable U.S. securities laws.

About B2Gold

B2Gold is a responsible international senior gold producer headquartered in Vancouver, Canada. Founded in 2007, today, B2Gold has operating gold mines in Mali, Namibia and the Philippines, the Goose Project under construction in northern Canada and numerous development and exploration projects in various countries including Mali, Colombia and Finland.

ON BEHALF OF B2GOLD CORP.
“Clive T. Johnson”
President and Chief Executive Officer

For more information on B2Gold please visit the Company website at www.b2gold.com or contact:

Michael McDonald
VP, Investor Relations & Corporate Development
+1 604-681-8371
investor@b2gold.com

Cherry DeGeer
Director, Corporate Communications
+1 604-681-8371
investor@b2gold.com

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