As at March 31, 2025						As at December 31, 2024
Assets
Current
Cash and cash equivalents						$	330,123					$	336,971
Receivables, prepaids and other (Note 4)						47,605						41,059
Value-added and other tax receivables						53,848						46,173
Inventories (Note 5)						535,637						477,586
						967,213						901,789
Long-term investments (Note 6)						120,475						76,717
Value-added tax receivables						276,567						244,147
Mining interests (Note 7)						3,438,533						3,291,435
Investments in associates (Note 8)						92,171						91,417
Long-term inventories (Note 5)						113,965						134,529
Other assets (Note 9)						84,021						73,964
Deferred income taxes						5,752						—
						$	5,098,697					$	4,813,998
Liabilities
Current
Accounts payable and accrued liabilities						$	171,452					$	156,352
Current income and other taxes payable						127,265						103,557
Current portion of prepaid gold sales (Note 15)						413,847						272,781
Current portion of long-term debt (Note 10)						27,218						16,419
Current portion of derivative instruments (Note 13)						16,936						1,606
Current portion of gold stream obligation (Note 14)						12,600						6,900
Current portion of mine restoration provisions						6,677						7,170
Other current liabilities						17,564						15,902
						793,559						580,687
Long-term debt (Note 10)						397,926						421,464
Gold stream obligation (Note 14)						184,377						159,525
Prepaid gold sales (Note 15)						134,235						265,329
Mine restoration provisions						147,726						140,541
Deferred income taxes						190,215						169,738
Derivative instruments (Note 13)						36,088						2,760
Employee benefits obligation						19,600						18,410
Other long-term liabilities						20,194						19,847
						1,923,920						1,778,301
Equity
Shareholders’ equity
Share capital (Note 11)						3,516,643						3,510,271
Contributed surplus						159,652						91,184
Accumulated other comprehensive loss						(66,484)						(102,771)
Retained deficit						(484,638)						(515,619)
						3,125,173						2,983,065
Non-controlling interests (Note 12)						49,604						52,632
						3,174,777						3,035,697
						$	5,098,697					$	4,813,998
Commitments (Note 20)

Approved by the Board

"Clive T. Johnson"

Director

"Lisa M. Pankratz"

Director

B2Gold Corp. (“B2Gold” or the “Company”) is a Vancouver-based gold producer with three operating mines: the Fekola Mine in Mali, the Masbate Mine in the Philippines, the Otjikoto Mine in Namibia, and a fourth mine under construction, the Goose Project in Canada. The Company also owns the Gramalote Project in Colombia. The Company holds an approximately 33% interest in Versamet Royalties Corporation ("Versamet") and a portfolio of evaluation and exploration assets in a number of countries including Mali and Finland.

B2Gold is a public company which is listed on the Toronto Stock Exchange under the symbol “BTO”, the NYSE American LLC under the symbol “BTG” and the Namibian Stock Exchange under the symbol “B2G”. B2Gold’s head office is located at Suite 3400, Park Place, 666 Burrard Street, Vancouver, British Columbia, V6C 2X8.

These condensed interim consolidated financial statements have been prepared in accordance with International Accounting Standard 34, Interim Financial Reporting ("IAS 34"), as issued by the International Accounting Standards Board ("IASB"). These condensed interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2024, which have been prepared in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board ("IFRS").

These condensed interim consolidated financial statements follow the same accounting policies and methods of application as the most recent annual consolidated financial statements of the Company except as noted below.

These condensed consolidated interim financial statements were authorized for issue by the Board of Directors ("Board") on May 7, 2025.

The preparation of these financial statements in conformity with IAS 34 requires judgements and estimates that affect the amounts reported. Those judgements and estimates concerning the future may differ from actual results. The following are the areas of accounting policy judgement and accounting estimates applied by management that most significantly affect the Company’s financial statements, including those areas of estimation uncertainty that could result in a material adjustment to the carrying amounts of assets and liabilities within the next financial year.

The Company recognizes and records potential liabilities for uncertain tax positions based on its assessment of the amount, or range of amounts of tax that will be due. The Company adjusts these accruals as new information becomes available. Due to the complexity and uncertainty associated with certain tax treatments, the ultimate resolution could result in a payment that is materially different from the Company’s current estimate of the tax liabilities.

The fair value of financial instruments that are not traded in an active market are determined using valuation techniques. In determining the fair value of the Company's gold collars and gold stream obligation (Note 13, 14 and 16), the Company makes significant assumptions that are based on the underlying models and the market conditions existing at both initial recognition and the end of each reporting period.

Mineral reserves are estimates of the amount of ore that can be economically and legally extracted from the Company’s mining properties. The Company estimates its mineral reserves and mineral resources based on information compiled by appropriately qualified persons relating to the geological data on the size, depth and shape of the ore body, and requires complex geological judgements to interpret the data. The estimation of recoverable reserves is based upon factors such as estimates of foreign exchange rates, commodity prices, future capital requirements, metallurgical recoveries, permitting and production costs along with geological assumptions and judgements made in estimating the size, and grade of the ore body. Changes in the reserve or resource estimates may impact the carrying value of mining interests, mine restoration provisions, recognition of deferred tax assets, depreciation and amortization charges and royalties receivable.

Long-lived assets are tested for impairment, or reversal of a previous impairment, if there is an indicator of impairment or a subsequent reversal. Calculating the estimated recoverable amount of cash-generating units for long-lived asset requires management to make estimates and assumptions that include such factors as mineable mineralization including reserves and resources, future production levels, operating and capital costs, application of royalty, income tax and mining tax rates, future metal prices and discount rates. Changes in any of these assumptions or estimates used in determining the recoverable amount could impact the analysis. Such changes could be material.

The Company incurs indirect taxes, including value-added tax, on purchases of goods and services at its operating mines and development projects. Indirect tax balances are recorded at their estimated recoverable amounts within current or long-term assets, net of provisions, and reflect the Company’s best estimate of their recoverability under existing tax rules in the respective jurisdictions in which they arise. Management’s assessment of recoverability considers the probable outcomes and expected timing of claimed deductions and/or disputes. The provisions and balance sheet classifications made to date may be subject to change and such change may be material.

Long-term value-added tax receivables as at March 31, 2025 includes amounts for the Fekola Mine of $240 million (December 31, 2024 - $214 million), for the Masbate Mine of $19 million (December 31, 2024 – $13 million), and for the Gramalote Project of $18 million (December 31, 2024 - $17 million).

The current inventories balance is made up as follows:

The long-term inventories balance is made up as follows:

Current ore stock-pile inventory as at March 31, 2025 includes amounts for the Fekola Mine of $7 million (December 31, 2024 - $14 million), for the Masbate Mine of $17 million (December 31, 2024 - $15 million), for the Otjikoto Mine of $10 million (December 31, 2024 – $10 million) and for the Goose Project of $34 million (December 31, 2024 - $23 million).

Long-term stock-pile inventory as at March 31, 2025 includes amounts for the Otjikoto Mine of $53 million (December 31, 2024 – $50 million), for the Fekola Mine of $9 million (December 31, 2024 - $9 million), and for the Masbate Mine of $9 million (December 31, 2024 - $9 million).

Long-term supplies inventory are supplies for the Goose Project that are expected to be either consumed in construction or beyond the next twelve months.

During the three months ended March 31, 2025, the Company wrote-off $5 million (2024 - $— million) relating to non-core exploration and evaluation properties that it no longer plans to proceed with.

As at March 31, 2025, reclamation deposits include amounts for the Fekola Mine of $23 million (December 31, 2024 - $22 million), for the Otjikoto Mine of $19 million (December 31, 2024 – $18 million), for the Goose Project of $11 million (December 31, 2024 - $11 million) and for the Masbate Mine of $4 million (December 31, 2024 - $4 million).

The changes in debt balances during the three months ended March 31, 2025 are as follows:

On January 28, 2025, the Company issued convertible senior unsecured notes (“the Notes”) with an aggregate principal amount of $460 million for cash proceeds of $446 million net of financing costs of $14 million. The notes bear interest at a rate of 2.75% per annum, payable semi-annually on February 1st and August 1st of each year commencing from August 1, 2025. The Notes mature on February 1, 2030. The initial conversion rate for the Notes is 315.2088 common shares of the Company per $1,000 principal amount of Notes, equivalent to an initial conversion price of approximately $3.17 per share. The initial conversion rate is subject to adjustment in certain events. In addition, if certain fundamental changes occur, including a change in control or upon notice of redemption by the Company as described below, the holders may elect to convert the Notes.

In the event of a fundamental change, the holders may elect to convert any outstanding Notes at a cash purchase price equal to 100% of the principal amount plus accrued and unpaid interest.

A fundamental change includes the following occurrences:

•A change in control where a person or group becomes the beneficial owner of more than 50% of our voting stock, or gains the power to elect a majority of our board of directors.

•The consummation of significant transactions such as certain mergers or consolidations pursuant to which our common shares will be converted or exchanged for cash, securities or other property, or sales of substantially all our assets that change the corporate structure or ownership.

•Approval by our shareholders of any plan for liquidation or dissolution.

Prior to February 7, 2028, the Company may not redeem the notes except in the event of certain changes in Canadian tax law. At any time on or after February 7, 2028, and until maturity, the Company may redeem all or part of the Notes for cash if the price of the Company’s common shares for at least 20 trading days in a period of 30 consecutive trading days, ending on the trading day prior to the date of notice of redemption, exceeds 130% of the conversion price in effect on each such day. The redemption price is equal to 100% of the principal amount of the Notes to be redeemed plus accrued and unpaid interest. This option was not separated as it is considered closely related to the underlying instrument.

The Notes are the Company's senior unsecured obligations and rank equally with all existing and future senior unsecured indebtedness. The Notes are effectively unsecured to all of the Company's existing and future secured indebtedness to the extent of the value of the collateral securing such indebtedness. The Notes are structurally unsecured to all existing and future liabilities, including trade payables, of the Company's subsidiaries.

The Notes are compound financial instruments consisting of a financial liability and a conversion option that is classified as equity. Of the gross proceeds of $460 million, $365 million was allocated to the liability component, representing the fair value of the liability component on initial recognition, calculated as the present value of the contractual principal and interest payments over the term of the Notes using a discount rate of 7.8%. Total financing costs of $14 million were allocated to the liability and equity components in proportion to the allocation of the gross proceeds, with $11 million allocated to the liability and $3 million allocated to equity. The net liability of $354 million ($365 million net of $11 million of financing costs) will be accreted to the face value of the Notes over the term to maturity using the effective interest method with an effective interest rate of 8.5%.

The equity component, representing the holders’ conversion option, was allocated the residual amount of $95 million. The net amount recorded in the Condensed Interim Consolidated Statement of Changes in Equity at March 31, 2025 was $67 million calculated as $95 million option valuation less $3 million of allocated financing costs and a deferred tax charge of $25 million for the taxable temporary difference arising from the difference between the initial carrying amount of the liability component of the Notes and the tax base.

In connection with the Notes, the Company entered into a cash settled total return swap with one of the initial purchasers of the Notes for common shares of the Company with a total value of $50 million. During the three months ended March 31, 2025, the Company settled the total return swap for a gain of $8 million.

The Company has an $800 million revolving credit facility ("RCF") with a syndicate of international banks. The RCF allows for an accordion feature whereby upon receipt of additional binding commitments, the facility may be further increased to $1 billion any time prior to the maturity date of December 17, 2028. During the three months ended March 31, 2025, the Company repaid $400 million under the RCF. As at March 31, 2025, the Company had available undrawn capacity of $800 million. As a result of the repayment, deferred financing costs on the RCF of $8 million have been reclassified to Other Assets (Note 9) on the Condensed Interim Consolidated Balance Sheet at March 31, 2025. The Company has provided security on the RCF in the form of a general security interest over the Company’s assets and pledges creating a charge over the shares of certain of the Company’s direct and indirect subsidiaries. In connection with the RCF, the Company must also maintain an interest coverage ratio greater than or equal to 3:1 for any fiscal quarter and a leverage ratio of less than 3.5:1 for any fiscal quarter. As at March 31, 2025, the Company was in compliance with these debt covenants. During the three months ended March 31, 2025, the Company paid outstanding financing costs of $4 million on the RCF.

During the three months ended March 31, 2025, the Company entered into a contract for underground development and mining work at the Fekola Mine that resulted in the recognition $17 million of right-of-use assets and $17 million of lease liabilities. The valuation of the lease was based on a 4 year term.

The Company’s authorized share capital consists of an unlimited number of common shares and an unlimited number of preferred shares. As at March 31, 2025, the Company had 1,320,111,567 common shares outstanding (December 31, 2024 - 1,318,040,605 shares). No preferred shares were outstanding.

During the three months ended March 31, 2025, the Company paid a quarterly dividend of $0.02 per share each, totalling $27 million (2024 - $52 million). Of this amount, $1 million (2024 - $6 million) was satisfied by the issuance of 0.2 million shares (2024 - 2 million shares) under the Company's Dividend Re-investment Plan.

Subsequent to March 31, 2025, on May 7, 2025, the Company approved a second quarter dividend of $0.02 payable on June 24, 2025.

The following is the calculation of basic and diluted earnings per share:

The following is a continuity schedule of the Company's non-controlling interests:

During the three months ended March 31, 2025, the Company entered into an additional series of forward contracts for the purchase of 6 million litres of fuel oil at an average strike price of $0.38 per litre and 11 million litres of gas oil at an average strike price of $0.54 per litre with scheduled settlement between May 2025 and Jan 2027. The Company's fuel derivative instruments were not designated as hedges and are being recorded at fair value through profit and loss ("FVTPL").

The unrealized fair value of these contracts at March 31, 2025 was $(1) million (December 31, 2024 - $(2) million).

Subsequent to March 31, 2025, the Company entered into contracts for the delivery of 10 million litres of gas oil at a weighted average strike price of $0.51 per litre and 4 million litres of fuel oil at a weighted average strike price of $0.38 per litre.

During the year ended December 31, 2024, as a requirement of the RCF (Note 10), the Company entered into a series of 1:1 zero-cost put/call gold collar contracts with settlement between February 2025 and January 2027. These derivative instruments were not designated as hedges by the Company and are recorded at FVTPL.

The following is a summary, by maturity dates, of the Company’s gold derivative contracts outstanding as at March 31, 2025:

The unrealized fair value of these contracts at March 31, 2025 was $(52) million (December 31, 2024 - $0 million).

The Company's gold stream obligation requires the delivery from production at the Company's Goose Project as follows:

•2.7805% of gold production up to delivery of 87,100 ounces

•1.4405% of gold production up to an aggregate of 134,000 ounces

•1.005% of gold production thereafter.

The gold stream obligation was determined to be a derivative liability under IFRS 9 Financial instruments, and has been classified as FVTPL. As a result, it has been recorded at its fair value on the Condensed Interim Consolidated Balance Sheet with changes in the fair value being recorded in the Condensed Interim Consolidated Statement of Operations. The fair value of the gold stream was determined to be level 3 in the fair value hierarchy (Note 16). The Company has guaranteed the gold stream obligation.

On January 23, 2024, the Company entered into a series of prepaid gold sales with a number of its RCF syndicate banks. Under the terms of the prepaid gold sales, the Company received an upfront payment of $500 million, based on gold forward curve prices averaging approximately $2,191 per ounce, in exchange for equal monthly deliveries of gold from July 2025 to June 2026 totaling 264,768 ounces. Gold deliveries can be from production from any of the Company’s operating mines and the prepaid gold sales can be settled prior to maturity through accelerated delivery of the remaining deliverable gold ounces.

The prepaid gold sales have been accounted in accordance with IFRS 15, Revenue from Contracts with Customers, whereby the cash prepayments have been recognized as deferred revenue on the interim condensed consolidated balance sheet and will be recognized as revenue in the interim condensed consolidated statement of operations based on the contract price when gold deliveries are made.

During the three months ended March 31, 2025, the Company recognized interest charge of $10 million relating to the financing component contained in the prepaid gold sales. The interest expense recognised in the Condensed Interim Consolidated Statement of Operations for the three months ended March 31, 2025 was $0 million, net of $10 million capitalized to the cost of constructing qualifying assets during the period.

The Company’s financial assets and liabilities are classified based on the lowest level of input significant to the fair value measurement based on the fair value hierarchy:

Level 1 – quoted prices in active markets for identical assets or liabilities;

Level 2 – inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and

Level 3 – inputs for the asset or liability that are not based on observable market data.

As at March 31, 2025, the Company’s financial assets and liabilities that are measured at fair value are categorized as follows:

The Company’s long-term investments consist of shares of publicly traded mining companies. The fair values of these were determined using market quotes from an active market for each investment.

The fair values of the Company's fuel and gold derivative contracts were determined using prevailing market rates for instruments with similar characteristics.

The fair value of the gold stream was calculated based on an income approach and a discounted cash flow model. The calculated fair value includes inputs that are based on observable market data, including forward gold price curves and credit adjusted risk-free rates. The fair value also includes inputs that are not based on observable market data, including the timing of future gold deliveries. The valuation has been prepared by an independent valuations specialist with direct oversight from the Company. Gold production is assumed to begin at the end of the second quarter of 2025. Forward gold price estimates ranged from $3,189 to $3,874 per ounce. A $100 per ounce change in the gold forward price would have approximately a $5 million impact on the fair value of the gold stream obligation. A 50 basis point change in the risk-free rate would also have approximately a $5 million impact on the fair value of the gold stream obligation.

The fair value of the Notes, based on quoted market prices, is $532 million. The carrying amount of the Notes represents the liability component recorded at amortized costs (Note 10), while the fair value represents both the liability and equity components. The fair value of the Notes is categorized as level 1 in the fair value hierarchy outlined in IFRS 13 Fair value measurement. The fair value of the Company's other long-term debt approximates its carrying value as it has a floating interest rate and the Company's credit spread has remained approximately consistent. The fair value of the Company's other financial instruments approximate their carrying value due to their short-term nature.

The Company’s maximum exposure to credit risk is the book value of cash and cash equivalents, accounts receivable, loans receivable and the carrying value of its derivative portfolio. The Company limits its credit exposure on cash and cash equivalents by holding its deposits mainly with high credit quality financial institutions as determined by credit rating agencies. The Company maintains its excess cash balances in short-term investments accounts. The Company does not maintain insurance for its cash balances.

Income tax expense differs from the amount that would result from applying the Canadian federal and provincial income tax rates to earnings from operations before taxes. These differences result from the following items:

Included in current income tax expense for the three months ended March 31, 2025 was an expense of $13 million (2024 - expense of $8 million), related to the State of Mali's existing 20% (2024 - 10%) priority dividend on its free carried interest in the Fekola Mine. This priority dividend is accounted for as an income tax in accordance with IAS 12, Income Taxes.

Supplementary disclosure of cash flow information is provided in the tables below:

For the three months ended March 31, 2025, the Company paid $55 million of current income tax, withholding and other taxes in cash (2024 - $39 million).

The Company’s reportable operating segments include its mining operations and development projects, namely the Fekola, Masbate and Otjikoto mines and the Goose Project. It also includes Fekola Regional properties, which are in the exploration and evaluations stage. The Fekola Regional segment includes the Bantako North, Menankoto, Dandoko and Bakolobi properties. The “Other Mineral Properties” segment consists of the Company’s interests in mineral properties which are at various stages of exploration and evaluation, including the Company's interest in the Gramalote Project, as well as the Company's equity accounted investment in its associates Versamet and BeMetals. The “Corporate and Other” segment includes corporate operations.

The Company’s segments are summarized in the following tables:

The Company’s mining interests are located in the following geographical locations:

As at March 31, 2025, the Company had the following commitments (in addition to those disclosed elsewhere in these financial statements):

•For payments at the Fekola Mine of $8 million for mobile purchases and rebuilds, and $1 million for the new tailings storage facility construction all of which is expected to be incurred in 2025.

•For payments at the Goose Project of $12 million for construction activities, $23 million for mobile equipment, and $3 million for other site infrastructure, all of which is expected to be incurred in 2025.

•For payments at the Masbate Mine of $2 million for the solar plant, and $1 million for capital spares, all of which is expected to be incurred in 2025.

•For payments at the Otjikoto Mine of $2 million for capital spares, all of which is expected to be incurred in 2025.

Additional information related to B2Gold, including our Annual Information Form, is available on the Company's website www.b2gold.com and on SEDAR+ at www.sedarplus.ca.

B2Gold is a Vancouver-based gold producer with three operating mines: the Fekola Mine in Mali, the Masbate Mine in the Philippines and the Otjikoto Mine in Namibia, and a fourth mine under construction in Canada, the Goose Project. The Company also holds an approximately 33% interest in Versamet Royalties Corporation ("Versamet") and a portfolio of exploration and development projects in a number of countries including Mali, Colombia and Finland.

Consolidated gold production from the Company’s three operating mines was 192,752 ounces in the first quarter of 2025, 6% (10,554 ounces) higher than budget and 10% (21,587 ounces) lower compared to the first quarter of 2024. For the first quarter of 2025, production from each mine exceeded budget. The Fekola, Masbate and Otjikoto mines were 3% (2,649 ounces), 13% (5,327 ounces) and 5% (2,578 ounces) higher than budget, respectively (refer to "Review of Mining Operations and Development Projects" section below). In the first quarter of 2025, the Otjikoto Mine produced 16% (7,162 ounces) more ounces than the first quarter of 2024, while the Fekola and Masbate Mines produced 21% (25,336 ounces) and 7% (3,413 ounces) less ounces, respectively, compared to the first quarter of 2024.

For the first quarter of 2025, consolidated cash operating costs1 were $832 per gold ounce produced ($880 per gold ounce sold), $168 (17%) lower than budget and $114 (16%) per gold ounce produced higher than the first quarter of 2024. Cash operating costs per ounce produced for the first quarter of 2025 were lower than budget largely as a result of lower than budgeted fuel costs and higher than budgeted production. Compared to the first quarter of 2024, cash operating costs per ounce produced for the first quarter of 2025 were higher mainly due to more ounces produced in the first quarter of 2024.

Consolidated all-in sustaining costs2 for the first quarter of 2025 were $1,533 per gold ounce sold compared to budget of $1,741 per gold ounce sold and $1,346 per gold ounce sold for the first quarter of 2024. Consolidated all-in sustaining costs for the first quarter of 2025 were $208 (12%) per gold ounce sold lower than budget due to lower than budgeted production costs per gold ounce sold, lower than budgeted sustaining capital expenditures and lower general and administrative costs partially offset by higher gold royalties resulting from a higher than budgeted average realized gold price. The lower sustaining capital expenditures and lower general and administrative costs were mainly a result of timing of expenditures and are expected to be incurred later in 2025.

Total gold production for 2025 is expected to be between 970,000 and 1,075,000 ounces. The expected increase in gold production relative to 2024 is predominantly due to the scheduled mining and processing of higher-grade ore from the Fekola Phase 7 and Cardinal pits made accessible by the deferred stripping campaign that was undertaken throughout 2024, commencement of gold production at the Goose Project by the end of the second quarter of 2025, commencement of mining of higher-grade ore at Fekola underground in mid-2025, and the expected contribution from Fekola Regional starting later in the second half of 2025. Total consolidated cash operating cost guidance for the Fekola Complex, Masbate Mine, and Otjikoto Mine for 2025 are forecast to be between $835 and $895 per gold ounce and total all-in sustaining cost guidance for the Fekola Complex, Masbate Mine, and Otjikoto Mine for 2025 are forecast to be between $1,460 and $1,520 per gold ounce. Operating cost guidance for the Goose Project for the second half of 2025 will be released in mid-year 2025 following the commencement of gold production.

For the first quarter of 2025, the Company generated net income of $63 million compared to a net income of $48 million in the first quarter of 2024, including net income attributable to the shareholders of the Company of $58 million ($0.04 per share) in the first quarter of 2025 compared to net income attributable to the shareholders of the Company of $40 million ($0.03 per share) in the first quarter of 2024. Adjusted net income attributable to the shareholders of the Company for the first quarter of 2025 was $122 million ($0.09 per share) compared to adjusted net income attributable to the shareholders of the Company of $82 million ($0.06 per share) in the first quarter of 2024.

Cash flow provided by operating activities was $179 million in the first quarter of 2025 compared to $711 million in the first quarter of 2024, a decrease of $532 million due mainly to $500 million of proceeds received from a series of prepaid gold sales (the "Gold Prepay") in January 2024, higher long-term inventory outflows, higher working capital outflows and higher long-term value added tax receivables outflows, partially offset by higher gold revenues. Cash income and withholding tax payments in the first quarter of 2025 totalled $55 million (first quarter of 2024 - $39 million). Based on actual results for the first quarter of 2025 and revised forecast assumptions, including an average forecast gold price of $2,700 per ounce for the remainder of 2025 (previously $2,250 per ounce), the Company is now forecasting to make total cash income tax payments for current income tax, withholding and other taxes in 2025 of approximately $307 million (previous estimate was $206 million).

1 “Cash operating costs” a non-IFRS measure; for a description of how we calculate this measure and a reconciliation from this measure to the most directly comparable measure specified, defined or determined under IFRS and presented in our financial statements, refer to “Non-IFRS Measures”

2 “All-in sustaining costs” is a non-IFRS measure; for a description of how we calculate this measure and a reconciliation from this measure to the most directly comparable measure specified, defined or determined under IFRS and presented in our financial statements, refer to “Non-IFRS Measures”

B2Gold continues to maintain a strong financial position and liquidity. At March 31, 2025, the Company had cash and cash equivalents of $330 million (December 31, 2024 - $337 million) and working capital (defined as current assets less assets classified as held for sale and current liabilities) of $174 million (December 31, 2024 - $321 million). During the first quarter of 2025, the Company repaid the outstanding balance of $400 million on the Company's $800 million revolving credit facility ("RCF"), leaving $800 million remaining available for future draw downs.

On January 28, 2025, the Company issued convertible senior unsecured notes (the "Notes”) with an aggregate principal amount of $460 million. The Notes bear interest at a rate of 2.75% per annum, payable semi-annually on February 1st and August 1st of each year commencing from August 1, 2025 and mature on February 1, 2030. The initial conversion rate for the Notes is 315.2088 common shares of B2Gold (“Shares”) per $1,000 principal amount of Notes, equivalent to an initial conversion price of approximately $3.17 per Share. The initial conversion rate represented a premium of approximately 35% relative to the closing sale price of the Shares on January 23, 2025 and is subject to adjustment in certain events. B2Gold has the right to redeem the Notes in certain circumstances and holders have the right to require B2Gold to repurchase their Notes upon the occurrence of certain events. The Notes are our senior unsecured obligations and rank equally with all of our existing and future senior unsecured indebtedness. The Notes are effectively subordinated to all of the Company's existing and future secured indebtedness to the extent of the value of the collateral securing such indebtedness. The Notes are structurally subordinated to all existing and future liabilities, including trade payables, of the Company's subsidiaries.

On February 4, 2025, the Company announced the positive preliminary economic assessment ("PEA") results for the Antelope deposit near the Otjikoto Mine in Namibia. Based on the positive results from the PEA, B2Gold believes that the Antelope deposit has the potential to become a small-scale, low-cost, underground gold mine that can supplement Otjikoto's low-grade stockpile production during the period of 2028 to 2032 and result in a meaningful production profile for Otjikoto into the next decade. The PEA for Antelope indicates an initial mine life of 5 years and total production of 327,000 ounces averaging approximately 65,000 ounce per year over the life-of mine. In combination with the processing of existing low grade stockpiles, production from Antelope has the potential to increase Otjikoto Mine production to approximately 110,000 ounces per year from 2029 through 2032. The Company has approved an initial budget of up to $10 million for 2025 to de-risk the Antelope deposit development schedule by advancing early work planning, project permits, and long lead orders. Technical work including geotechnical, hydrogeological, and metallurgical testing is anticipated to be completed over the next several months. Cost and schedule assumptions will continue to be refined by working with suppliers and contractors, including running a competitive bid process for the development phase of the Antelope deposit. A construction decision is expected in the third quarter of 2025. The PEA is preliminary in nature and is based on Inferred Mineral Resources that are considered too speculative geologically to have the engineering and economic considerations applied to them that would enable them to be categorized as Mineral Reserves, and there is no certainty that the PEA based on these Mineral Resources will be realized. Mineral Resources that are not Mineral Reserves do not have demonstrated economic viability.

On February 19, 2025, B2Gold’s Board of Directors ("Board") declared a cash dividend for the first quarter of 2025 of $0.02 per common share (or an expected $0.08 per share on an annualized basis), paid on March 20, 2024. The declaration and payment of future quarterly dividends remains at the sole discretion of the Board and will depend on the Company's financial results, cash requirements, future prospects and other factors deemed relevant by the Board.

B2Gold successfully completed the 2025 winter ice road ("WIR") campaign in mid-April 2025, one month ahead of schedule, and delivered all necessary material from the Marine Laydown Area ("MLA") to support operations until next year's WIR campaign.

All planned construction activities for the first quarter of 2025 were completed and project construction and development continue to progress on track for first gold pour at the Goose Project by the end of the second quarter of 2025 followed by ramp up to commercial production in the third quarter of 2025. The Company continues to estimate that gold production in 2025 will be between 120,000 and 150,000 ounces. The Company is pursuing multiple optimization studies for the Goose Project, including one study to analyze the potential to increase mill throughput at the Goose Project from 4,000 tonnes per day ("tpd") potentially up to 6,000 tpd, and a separate study analyzing the implementation of a flotation/concentrate leach process which has the potential to increase gold recovery and reduce processing unit costs. The Goose Project is currently permitted for mill throughput of up to 6,000 tpd, so no amendment to the Project Certificate would be required if the Company pursues the mill throughput expansion. The results of these studies are expected to be finalized in late 2025/early 2026. Once the studies are completed, the Company will evaluate the economics of each option and pursue the desired choice.

In the first quarter of 2025, the Fekola Mine accounted for $255 million (first quarter of 2024 - $256 million) of gold revenue from the sale of 87,808 ounces (first quarter of 2024 - 123,828 ounces), the Masbate Mine accounted for $129 million (first quarter of 2024 - $99 million) of gold revenue from the sale of 44,450 ounces (first quarter of 2024 - 47,700 ounces) and the Otjikoto Mine accounted for $148 million (first quarter of 2024 - $106 million) of gold revenue from the sale of 51,740 ounces (first quarter of 2024 - 51,450 ounces).

Consolidated gold production from the Company’s three operating mines was 192,752 ounces in the first quarter of 2025, 6% (10,554 ounces) higher than budget and 10% (21,587 ounces) lower compared to the first quarter of 2024. For the first quarter of 2025, production from each mine exceeded budget.

The Fekola, Masbate and Otjikoto mines were 3% (2,649 ounces), 13% (5,327 ounces) and 5% (2,578 ounces) higher than budget, respectively (refer to "Review of Mining Operations and Development Projects" section below). In the first quarter of 2025, the Otjikoto Mine produced 16% (7,162 ounces) more ounces than the first quarter of 2024, while the Fekola and Masbate Mines produced 21% (25,336 ounces) and 7% (3,413 ounces) less ounces, respectively, compared to the first quarter of 2024.

For the first quarter of 2025, consolidated cash operating costs (refer to "Non-IFRS Measures") were $832 per gold ounce produced ($880 per gold ounce sold), $168 (17%) lower than budget and $114 (16%) per gold ounce produced higher than the first quarter of 2024. Cash operating costs per ounce produced for the first quarter of 2025 were lower than budget largely as a result of lower than budgeted fuel costs and higher than budgeted production. Compared to the first quarter of 2024, cash operating costs per ounce produced for the first quarter of 2025 were higher mainly due to more ounces produced in the first quarter of 2024.

Consolidated all-in sustaining costs (refer to "Non-IFRS Measures") for the first quarter of 2025 were $1,533 per gold ounce sold compared to budget of $1,741 per gold ounce sold and $1,346 per gold ounce sold for the first quarter of 2024. Consolidated all-in sustaining costs for the first quarter of 2025 were $208 (12%) per gold ounce sold lower than budget due to lower than budgeted production costs per gold ounce sold, lower than budgeted sustaining capital expenditures and lower general and administrative costs partially offset by higher gold royalties resulting from a higher than budgeted average realized gold price. The lower sustaining capital expenditures and lower general and administrative costs were mainly a result of timing of expenditures and are expected to be incurred later in 2025.

Depreciation and depletion expense included in total cost of sales was $90 million for the first quarter of 2025, which was consistent with $90 million in the first quarter of 2024. The impact of lower gold ounces sold on depreciation and depletion expense in the first quarter of 2025 compared to the first quarter of 2024 was offset by a higher depreciation ounce per gold ounce sold resulting from lower recoverable ounces in the first quarter of 2025 and higher depreciation of deferred stripping costs.

Royalties and production taxes included in total cost of sales were $43 million for the first quarter of 2025 compared to $30 million in the first quarter of 2024. The 43% increase in royalties and production taxes was due to a 40% increase in the average realized gold price, higher revenue-based production taxes and State funds for the Fekola Mine which became effective in March 2025, partially offset by a 17% decrease in gold ounces sold.

G&A costs relate mainly to the Company’s head office in Vancouver, the Bamako office in Mali, the Makati office in the Philippines and the Windhoek office in Namibia. G&A for the first quarter of 2025 was $12 million, which was 17% lower than the first quarter of 2024 due to lower salary and travel costs in the first quarter of 2025.

Share-based payment expense for the first quarter of 2025 was $6 million, which was $1 million higher than the first quarter of 2024. The higher share-based payment expense resulted from the higher share valuation of grants in the first quarter of 2025 compared to the first quarter of 2024.

In the first quarter of 2025, the Company recorded a $5 million write-down of mining interests relating to greenfield exploration targets.

The Company reported $7 million in foreign exchange gains for the first quarter of 2025 reflecting the strengthening of the CFA which impacts the Company's Malian operations compared to foreign exchange losses of $2 million for the first quarter of 2024 reflecting the weakening of the CFA.

The Company recorded an expense for non-recoverable input taxes of $7 million in the first quarter of 2025 compared to $4 million in the first quarter of 2024.

For the first quarter of 2025, other operating expenses totalled $6 million, which included $3 million for non-capital exploration and $3 million loss on disposal of fixed assets.

The Company reported $6 million in interest and financing expense during the first quarter of 2025, $4 million lower than the first quarter of 2024, reflecting higher interest capitalization relating to the Company's development activities in the first quarter of 2025. Interest income for the first quarter of 2025 was $3 million compared to $5 million in the first quarter of 2024.

The Company recorded losses on derivative instruments of $43 million for the first quarter of 2025. The losses for the first quarter of 2025 included unrealized losses of $52 million on the Company's gold collars partially offset by an $8 million realized gain on the cash settled total return swap entered into with one of the purchasers of the Notes.

The Company reported a loss on change in fair value of the gold stream obligation of $31 million for the first quarter of 2025 resulting from increases in long-term gold price assumptions and changes in interest rates compared to a loss on change in fair value of the gold stream obligation of $11 million for the first quarter of 2024.

For the first quarter of 2024, the Company recorded a dilution loss on investment in Calibre of $10 million mainly relating to the dilution of the Company's investment in Calibre from 24% to 15% following Calibre's acquisition of Marathon Gold Corp. in January 2024.

For the first quarter of 2025, the Company recorded current income tax, withholding and other tax expense of $86 million compared to $62 million in the first quarter of 2024, consisting of current income tax expense of $69 million (first quarter of 2024 - $51 million), the existing 20% priority dividend to the State of Mali of $13 million (first quarter of 2024 - $8 million) and withholding tax (on intercompany dividends/management fees) of $4 million (first quarter of 2024 - $3 million). The priority dividend is accounted for as an income tax in accordance with IAS 12, Income Taxes. In the first quarter of 2025, the priority dividend rate increased to 20%, pursuant to the Memorandum of Understanding signed with the State of Mali in September 2024, whereas in the first quarter of 2024 the priority dividend rate was 10%. Compared to the first quarter of 2024, current tax expense in the first quarter of 2025 was $19 million higher mainly because of higher taxable income in the current quarter. For the first quarter of 2025 compared to the first quarter of 2024, the withholding tax on intercompany dividends was $1 million higher due to more dividends paid and the priority dividends were $5 million higher mainly due to the increase in the priority dividend rate. For the first quarter of 2025, the Company recorded a deferred income tax recovery of $16 million compared to a deferred income tax expense of $20 million in the first quarter of 2024. The 2025 deferred tax expense for the first quarter of 2025 includes $5 million higher future withholding taxes, $29 million lower foreign exchange effects and $12 million of other changes mainly due to higher temporary differences between accounting and taxable income.

For the first quarter of 2025, the Company generated net income of $63 million compared to a net income of $48 million in the first quarter of 2024, including net income attributable to the shareholders of the Company of $58 million ($0.04 per share) in the first quarter of 2025 compared to net income attributable to the shareholders of the Company of $40 million ($0.03 per share) in the first quarter of 2024. Adjusted net income attributable to the shareholders of the Company (refer to “Non-IFRS Measures”) for the first quarter of 2025 was $122 million ($0.09 per share) compared to adjusted net income of $82 million ($0.06 per share) in the first quarter of 2024. Adjusted net income in the first quarter of 2025 excluded the write-down of mining interests of $5 million, unrealized losses on derivative instruments of $51 million, realized gain of $8 million on the total return swap, loss on change in fair value of the gold stream obligation of $31 million, and deferred income tax recovery of $15 million.

REVIEW OF MINING OPERATIONS AND DEVELOPMENT PROJECTS

The Fekola Mine in Mali (owned 80% by the Company and 20% by the State of Mali) produced 93,805 ounces of gold for the first quarter of 2025, 3% (2,649 ounces) above budget and 21% (25,336 ounces) lower than the first quarter of 2024. For the first quarter of 2025, mill feed grade was 1.31 grams per tonne ("g/t") compared to budget of 1.38 g/t and 1.62 g/t in the first quarter of 2024; mill throughput was 2.45 million tonnes compared to budget of 2.21 million tonnes and 2.46 million tonnes in the first quarter of 2024; and gold recovery averaged 91.5% compared to budget of 92.6% and 92.7% in the first quarter of 2024. Gold grades realized in April 2025 were in line with the overall annual budgeted grade of 1.84 g/t for 2025.

The Fekola Mine’s cash operating costs (refer to “Non-IFRS Measures”) for the first quarter of 2025 were $965 per ounce produced ($1,014 per gold ounce sold) compared to a budget of $1,133 per ounce produced and $698 per ounce produced for the first quarter of 2024. Cash operating costs per ounce produced for the first quarter of 2025 were $168 (15%) per ounce produced lower than budget as a result of higher than budgeted gold production, lower operating costs including lower fuel prices for diesel and heavy fuel oil ("HFO"), and lower processing maintenance costs. Compared to the first quarter of 2024, cash operating costs per ounce produced for the first quarter of 2025 were $267 (38%) higher due primarily to significantly lower planned gold production in the first quarter of 2025 compared to the first quarter of 2024.

All-in sustaining costs (refer to “Non-IFRS Measures”) for the first quarter of 2025 were $1,937 per gold ounce sold compared to a budget of $2,052 per gold ounce sold and $1,436 per gold ounce sold in the first quarter of 2024. All-in sustaining costs for the first quarter of 2025 were $115 (6%) per gold ounce sold lower than budget as a result of lower than budgeted production costs per gold ounce sold and lower than budgeted sustaining capital expenditures ($6 million), partially offset by higher gold royalties resulting from a higher than budgeted average realized gold price and lower than budgeted gold ounces sold. Gold royalties include higher revenue-based production taxes based on a sliding scale and revenue-based State funds for the Fekola Mine, which became effective for the first time in March 2025. The lower sustaining capital expenditures for the first quarter of 2025 were mainly a result of timing of expenditures and are expected to be incurred later in 2025.

Capital expenditures in the first quarter of 2025 totalled $64 million primarily consisting of $20 million for deferred stripping, $17 million for Fekola underground development, $16 million for mobile equipment purchases and rebuilds, $4 million for the construction of a new tailings storage facility ("TSF") and $3 million for solar plant expansion.

The Fekola Complex is comprised of the Fekola Mine (Medinandi permit hosting the Fekola and Cardinal pits and Fekola underground) and Fekola Regional (Anaconda Area (Bantako, Menankoto, and Bakolobi permits) and the Dandoko permit). The Fekola Complex in Mali is expected to produce between 515,000 and 550,000 ounces of gold in 2025 at cash operating costs of between $845 and $905 per ounce and all-in sustaining costs of between $1,550 and $1,610 per ounce. The Fekola Complex’s total 2025 gold production is anticipated to increase significantly relative to 2024, due to the contribution of higher-grade ore from Fekola underground in the second half of 2025 and Fekola Regional later in the second half of 2025. Fekola Regional is anticipated to contribute between 20,000 and 25,000 ounces of additional gold production in 2025 through the trucking of open pit ore to the Fekola mill, and between 25,000 and 35,000 ounces of gold production is expected from the mining of higher-grade ore at Fekola underground, with production expected to commence in mid-2025. Despite the delay in expected commencement of mining at Fekola Regional due to permit delays, the Company still expects to meet its production guidance from the Fekola Complex in 2025.

The Fekola Complex is projected to process 9.56 million tonnes of ore during 2025 at an average grade of 1.84 g/t gold with a process gold recovery of 93.4%. Gold production is budgeted to be weighted approximately 40% to the first half of 2025 and 60% to the second half of 2025.