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The Notes will bear cash interest semi-annually at a rate of 2.75% per annum. The initial conversion rate for the Notes will be 315.2088 common shares of B2Gold (“Shares”) per US$1,000 principal amount of Notes, equivalent to an initial conversion price of approximately US$3.17 per Share. The initial conversion rate represents a premium of approximately 35% relative to today’s closing sale price of the Shares and is subject to adjustment in certain events.

B2Gold will have the right to redeem the Notes in certain circumstances and holders will have the right to require B2Gold to repurchase their Notes upon the occurrence of certain events.

The Offering is expected to close, subject to customary closing conditions, on or about January 28, 2025.

The Company intends to use the net proceeds from the Offering to fund working capital requirements and for general corporate purposes. In order to reduce interest expense, the Company will initially apply the net proceeds to pay down the outstanding balance under the Company’s revolving credit facility (the “Revolving Credit Facility”) and then subsequently use future draws on the Revolving Credit Facility to fund such working capital requirements and for general corporate purposes.

In connection with the Offering, B2Gold entered into a cash settled total return swap with respect to approximately US$50 million of Shares with one of the initial purchasers of the Notes. The total return swap is intended to give B2Gold economic exposure to its Shares during the term of the total return swap, which is expected to be approximately one month. In connection with establishing its initial hedge of the total return swap, B2Gold was advised that the total return swap counterparty or its affiliate purchased Shares at the close of trading today. Such purchases may have the effect of increasing (or reducing the size of any decrease in) the market price of the Shares. Any unwind of such hedge positions, including at settlement of the total return swap, may have the effect of decreasing (or reducing the size of any increase in) the market price of the Shares or the Notes.

The Notes and the Shares issuable upon the conversion thereof have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or qualified by a prospectus in Canada. The Notes and the Shares may not be offered or sold in the United States absent registration under the Securities Act or an applicable exemption from registration under the Securities Act. The Notes will be offered only to “qualified institutional buyers” (as defined in Rule 144A under the Securities Act). Offers and sales in Canada will be made only pursuant to exemptions from the prospectus requirements of applicable Canadian securities laws.

This news release is neither an offer to sell nor the solicitation of an offer to buy the Notes or any other securities and shall not constitute an offer to sell or solicitation of an offer…