B2Gold : 2024 Notice and Access Notification

Notice-and-Access Notification

You are receiving this notification as B2Gold Corp. ("B2Gold" or the "Company") has elected to utilize the notice-and- access provisions adopted by the Canadian Securities Administrators ("Notice-and-Access") for delivery of its management information circular dated May 8, 2024 (the "Information Circular") and related proxy materials (collectively, the "Meeting Materials") to its shareholders (the "Shareholders"). Under Notice-and-Access, Shareholders are still entitled to receive a form of proxy (or voting instruction form). However, instead of receiving paper copies of the Information Circular, Shareholders receive this notice which contains information about how to access and review an electronic copy of the Information Circular and instructions on voting by proxy. Notice-and-Access expedites our Shareholders' receipt of the Meeting Materials, lowers printing and distribution costs, and reduces the environmental impact of our 2024 Annual General and Special Meeting of Shareholders (the "Meeting"). B2Gold will not utilize Notice-and-Access with respect to the mailing of the Meeting Materials to Shareholders who have standing instructions, or have otherwise requested, to receive paper copies of materials. Rather, such Shareholders will receive paper copies of the Meeting Materials.

You are invited to our 2024 Meeting:

When:

June 20, 2024

2:00 p.m. Pacific Daylight Time (PDT)

Where:

Hybrid meeting via live audio webcast online at https://web.lumiagm.com/410432572and in person

at Star Sapphire Ballroom, Fairmont Pacific Rim Hotel, 1038 Canada Place, Vancouver, British Columbia

Items of Business

Section of Information Circular

1. Receive and consider the audited annual consolidated financial statements for 2023
2. Elect the directors
3. Appoint the auditors and authorize the directors to fix the auditors' fees

Not applicable

"Election of Directors" see Page 8. "Appointment of Auditor" see Page 9.

1. Approve certain matters relating to the Stock Option Plan
2. Advisory Vote on Executive Compensation

"Approve certain matters relating to the Stock Option Plan" see Page 9.

"Advisory Vote on Executive Compensation" see Page 10.

Particulars of the matters to be brought before the Meeting are set forth in the Information Circular. Shareholders are reminded to review the Information Circular carefully and in full prior to voting in relation to the matters to be conducted at the Meeting.

Websites Where Meeting Materials are Posted

Meeting Materials can be viewed online under the Company's profile on SEDAR+ at https://www.sedarplus.ca/, on EDGAR at https://www.sec.gov/or on the Company's website at https://www.b2gold.com/.

Requests for Paper Copies by Shareholders

Beneficial Shareholders may request paper copies of the Meeting Materials to be sent to them by postal delivery, at no cost to them, by entering the control number located on your voting instruction form at the website www.proxyvote.com or by telephone at 1-877-907-7643 (toll free in North America) or 1-905-507-5450 (outside North America). Registered shareholders or shareholders without a 16-digit control number can call toll free at 1-844-916-0609 (English) or 1-844-973- 0593 (French) within North America or 1-303-562-9305 (English) or 1-303-562-9306 (French) if dialing from outside North America. Registered Shareholders may also request paper copies of the Meeting Materials by calling B2Gold, Investor Relations Department toll-free at 1-800-316-8855.

The proxy deposit date and time for Shareholders is 2:00 p.m. PDT on June 18, 2024.

If your request is made before the date of the Meeting, the Information Circular will be sent to you within three business days of your request. If the request is made on or after the date of the Meeting, the Information Circular will be sent to you within ten calendar days of your request. In order to allow reasonable time for a Shareholder to receive and review a paper copy of the Meeting Materials in advance of the proxy deposit date and time, we estimate that any Shareholder wishing to request a paper copy of the Meeting Materials should submit such request in accordance with the instructions set forth above prior to close of business on June 12, 2024. Requests may be made up to one year from the date the Information Circular was filed on SEDAR.

Questions

If you have questions regarding Notice-and-Access, contact our proxy solicititation agent, Laurel Hill Advisory Group at 1-877- 452- 7184 (toll free in North America) or 416-304-0211 (outside North America).

Send in your voting instructions right away!

REGISTERED SHAREHOLDERS	BENEFICIAL SHAREHOLDERS
Voting by Proxy: Your completed proxy must be received by	Your completed voting instruction form must be received
Computershare by 2:00 pm PDT on June 18, 2024 for your vote	by Broadridge using one of the following methods by 2:00
to count. Follow the instructions on the proxy or by way of:	pm PDT on June 18, 2024 for your vote to count:
Fax:	1-866-249-7775	Canada		United States
Mail:		Telephone:		Telephone:
	1-800-474-7493 (English)		1-800-454-8683
Computershare Investor Services Inc. 8th
1-800-474-7501 (French)
Floor, 100 University Avenue, Toronto,	Internet
Ontario Canada M5J 2Y1	To vote by internet, visit www.proxyvote.com. You will
Voting Virtually at the Meeting via Internet Webcast	need your 16-digit control number located on the voting
instruction form.
Log intohttps://web.lumiagm.com/410432572on the Meeting	Mail (Business reply Enveloped enclosed)
Date at least 15 minutes before the start of the Meeting. You
should allow ample time to check into the virtual Meeting and	Data Processing Centre		Proxy Service
to complete the related procedures.
Click on "I have a Login"	PO Box 3700		PO Box 9104
Stn Industrial Park		Farmingdale
Enter your 15-digit Control Number as your username (located
Markham, ON L3R 9Z9	New York 11735-9533
on the form of proxy or in the email notification you received).
Enter the Password "b2gold2024" (case sensitive)