B2Gold – A top international producer of low cost gold

B2Gold and Sandbox Royalties Partner to Create Versamet Royalties; B2Gold takes $90 million equity interest in Versamet

VANCOUVER, British Columbia, June 06, 2024 (GLOBE NEWSWIRE) — B2Gold Corp. (TSX: BTO, NYSE AMERICAN: BTG, NSX: B2G) (“B2Gold” or the “Company”) is pleased to announce that it has entered into a purchase and sale agreement (the “Agreement”) to sell a portfolio of 10 royalties of precious and base metals (“Royalties”) to Sandbox Royalties Corp. (“Sandbox”), a privately held company focused on metal rights returns (the “Transaction”). In connection with the Transaction, Sandbox has been renamed Versamet Royalties Corporation (“Versamet”). All dollar figures are in US dollars unless otherwise indicated.

Under the terms of the Agreement, Versamet will acquire ownership of Royalty and as consideration will issue 153.2 million common shares to B2Gold at a price of C$0.80 per share, representing an equity ownership interest in Versamet of 33.0% with worth about 90 million dollars. The fees consist of the following:

• 2.7% net smelter return (“NSR”) at the Kiaka gold project, owned by West African Resources Ltd.;
• 2.7% NSR royalty on the Toega gold deposit, owned by West African Resources Ltd.;
• 2.0% net profit royalty on the Quebradona Project, owned by AngloGold Ashanti Ltd.;
• 2.0% NSR royalty on the Mocoa Project, owned by Libero Copper & Gold Corp.;
• 1.5% NSR royalty for the Primavera Project, owned by Caliber Mining Corp.; AND
• Five additional royalties in the exploration phase.

B2Gold has retained ownership of 22.5% of the silver royalties at Glencore's Hackett River project (“B2Gold Hackett River Royalty”). Separately, Versamet owns a 2.0% NSR lease in Glencore's Hackett River project. B2Gold will continue to explore alternatives for maximizing value for the B2Gold Hackett River Royalty.

“This strategic partnership provides B2Gold with an attractive opportunity to unlock the value of our royalties, which have been largely unrecognized by the market and were not a core part of our business,” said Clive Johnson, President and CEO of B2Gold. “As a significant shareholder, B2Gold is pleased to maintain meaningful exposure and leverage to Versamet as its experienced team manages its strong asset base and continues to execute its growth strategy to create future shareholder value .”

The closing of the first phase of the Transaction occurred on June 5, 2024 and included royalties for the Kiaka gold project, the Toega gold deposit, the Primavera project and two royalties in the exploration phase. In connection with the closing of the first phase, B2Gold received 122.0 million shares of Versamet valued at approximately $72 million. The remaining royalties are subject to various right of first refusal or right of first offer provisions, which are expected to expire or be exercised within the next 60 days, at which time the closing of the second phase is expected to occur. of the Transaction.

In connection with the closing of the first phase of the Transaction, the parties have entered into an Investor Rights Agreement, which, among other customary terms and conditions, entitles B2Gold to appoint a member to Versamet's Board of Directors and to proportional participation rights in relation to future capital increases. B2Gold's strategic partnership will provide continued exposure to Versamet's royalty portfolio, which now includes 28 royalties, two of which are currently cash-flowing and several of which are expected to be cash-flowing in the near term.

B2Gold's financial advisor in connection with the Transaction is RBC Capital Markets and its legal advisor is McCarthy Tétrault LLP.

About B2Gold

B2Gold is a top international low-cost 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. B2Gold forecasts total consolidated gold production between 860,000 and 940,000 ounces in 2024.

ON BEHALF OF B2GOLD CORP.

“Clive T. Johnson”

President and Chief Executive Officer

The Toronto Stock Exchange and NYSE American LLC neither endorse nor endorse the information contained in this announcement.

The production results and production guidance presented in this news release reflect total production at the mines that B2Gold operates on a 100% project basis. Please see our Annual Information Form dated March 14, 2024, for a discussion of our ownership interest in the mines that B2Gold operates.

This news release contains certain “forward-looking information” and “forward-looking statements” (collectively, “forward-looking statements”) within the meaning of applicable Canadian and United States securities laws, including: the closing of the second phase of the Transaction in which B2Gold is estimated to receive an additional 31 million shares of Versamet; and total consolidated B2Gold gold production of 860,000 and 940,000 ounces in 2024. All statements in this news release that address events or developments that we expect to occur in the future are forward-looking statements. Forward-looking statements are statements that are not historical facts and are generally, though not always, identified by words such as “expect”, “plan”, “anticipate”, “project”, “target”, “potential”, “plan” . “, “forecast”, “budget”, “estimate”, “intend” or “believe” and similar expressions or their negative connotations, or that events or conditions “will”, “will”, “may”, “could “, “should” or “may” occur. All of these forward-looking statements are based on management's opinions and estimates as of the date these statements are made.

Forward-looking statements necessarily involve assumptions, risks and uncertainties, some of which are beyond B2Gold's control, including risks relating to or related to: volatility of metal prices and B2Gold common stock; changes in tax laws; risks inherent in exploration, development and mining activities; uncertainty of reserve and resource estimates; failure to achieve production, cost or other estimates; actual production, development plans and costs that differ materially from estimates in B2Gold's feasibility and other studies; the ability to obtain and maintain any necessary permits, consents or authorizations required for mining activities; environmental regulations or the risks and compliance with complex regulations related to mining activities; climate change and climate change regulations; the ability to replace mineral reserves and identify acquisition opportunities; unrecognized liabilities of companies acquired by B2Gold; the ability to successfully integrate new acquisitions; fluctuations in exchange rates; availability of financing; financing and debt activities, including potential restrictions placed on B2Gold's operations as a result thereof and the ability to generate sufficient cash flows; operations in foreign and developing countries and compliance with foreign laws, including those related to operations in Mali, Namibia, the Philippines and Colombia and including risks related to changes in foreign laws and changing policies related to requirements of mining and local ownership or nationalization of resources in general; remote operations and availability of adequate infrastructure; fluctuations in the price and availability of energy and other inputs required for mining operations; lack of or cost increases in necessary equipment, supplies and labor; regulatory, political and country risks, including local instability or acts of terrorism and their effects; support to contractors, third parties and joint venture partners; the lack of sole decision-making authority with respect to Filminera Resources Corporation, which owns the Masbate Project; challenges to title or surface rights; dependence on key personnel and the ability to attract and retain qualified personnel; the risk of an uninsured or uninsured loss; adverse climatic conditions and weather; risk of litigation; competition with other mining companies; community support for B2Gold's operations, including the risks associated with strikes and suspension of such operations from time to time; conflicts with small-scale miners; information systems failures or information security threats; the ability to maintain adequate internal controls over financial reporting as required by law, including Section 404 of the Sarbanes-Oxley Act; compliance with anti-corruption laws and sanctions or other similar measures; social media and B2Gold's reputation; risks affecting Caliber that have an impact on the value of the Company's investment in Caliber and the potential dilution of our equity interest in Caliber; as well as other factors identified and as described in more detail under the heading “Risk Factors” in B2Gold's most recent Annual Information Form, B2Gold's current Annual Report on Form 40-F and B2Gold's other filings with Canadian regulators of Securities and the US Securities and Exchange Commission (“SEC”), which can be viewed at www.sedar.com and www.sec.gov, respectively (the “Websites”). The list is not exhaustive of factors that could affect B2Gold's forward-looking statements.

B2Gold's forward-looking statements are based on applicable assumptions and factors that management believes to be reasonable as of the date hereof, based on information available to management at that time. These assumptions and factors include, but are not limited to, assumptions and factors related to B2Gold's ability to conduct current and future operations, including: development and exploration activities; the timing, extent, duration and economic viability of such operations, including any mineral resources or reserves identified thereby; the accuracy and reliability of estimates, projections, forecasts, studies and assessments; B2Gold's ability to meet or achieve estimates, forecasts and projections; availability and cost of inputs; the price and market of products, including gold; foreign exchange rates; tax levels; timely receipt of necessary approvals or permits; ability to meet current and future obligations; the ability to obtain timely financing on reasonable terms when required; current and future social, economic and political conditions; and assumptions and other factors generally related to the mining industry.

B2Gold's forward-looking statements are based on management's opinions and estimates and reflect their current expectations regarding future events and operating performance and speak only as of the date hereof. B2Gold undertakes no obligation to update forward-looking statements if circumstances or management's beliefs, expectations or opinions should change other than as required by applicable law. There can be no assurance that forward-looking statements will prove to be accurate and actual results, performance or achievements may differ materially from those expressed or implied by such forward-looking statements. Accordingly, no assurance can be given that any event contemplated by the forward-looking statements will or will occur, or if any of them do, what benefits or liabilities B2Gold will derive from them. For the reasons set forth above, we should not place undue reliance on forward-looking statements.

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
[email protected]

Cherry DeGeer
Director, Corporate Communications
+1 604-681-8371
[email protected]