BTG B2Gold Corp

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of May 2024

Commission File Number: 001-35936

B2Gold Corp.

(Translation of registrant’s name into English)

British Columbia, Canada

(Jurisdiction of incorporation or organization)

Suite 3400, Park Place

666 Burrard Street

Vancouver, British Columbia V6C 2X8 Canada

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

☐ Form 20-F   ☒ Form 40-F

DOCUMENTS INCLUDED AS PART OF THIS FORM 6-K

See the Exhibit Index hereto.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

EXHIBIT INDEX

Exhibit 99.1

NOTICE OF ANNUAL GENERALAND SPECIAL MEETING OFSHAREHOLDERSANDMANAGEMENT INFORMATIONCIRCULARMeeting Date: Thursday, June 20, 2024

B2GOLD CORP.

NOTICE OF ANNUAL GENERAL

AND SPECIAL MEETING

NOTICE IS HEREBY GIVEN that the Annual General and Special Meeting (the “Meeting”) of the shareholders (“Shareholders”) of B2GOLD CORP. (“B2Gold” or the “Company”) will be held at the Star Sapphire Ballroom, Fairmont Pacific Rim Hotel, 1038 Canada Place, Vancouver, British Columbia and in a virtual format conducted via live audio webcast online at https://web.lumiagm.com/410132572 on Thursday, June 20, 2024 (the “Meeting Date”), at 2:00 p.m. (Vancouver time) for the following purposes:

The board of directors of the Company (the “Board” or the “Board of Directors”) has fixed the close of business on Wednesday, May 1, 2024, as the record date (the “Record Date”) for determining Shareholders who are entitled to receive notice and to vote at the Meeting or any adjournment of the Meeting. No person who becomes a Shareholder of the Company after the Record Date will be entitled to vote or act at the Meeting or any adjournment thereof.

IMPORTANT NOTICE

The Meeting is currently scheduled to take place in person at the Star Sapphire Ballroom, Fairmont Pacific Rim Hotel, 1038 Canada Place, Vancouver, British Columbia, and in a virtual format conducted via live audio webcast online at https://web.lumiagm.com/410432572.

Any updates to the Meeting will be announced by news release on the Company’s website at https://www.b2gold.com and will be filed under the Company’s profile on SEDAR+ at https://www.sedarplus.ca and on EDGAR at https://www.sec.gov/. Shareholders are strongly encouraged to check the Company’s website, SEDAR+ and/or EDGAR on a regular basis to ensure that they are apprised of any and all developments with respect to the Meeting.

NOTICE AND ACCESS

This Information Circular is being sent to Shareholders using Notice and Access, the delivery procedures that allow the Company to send Shareholders paper copies of a notice of meeting and form of proxy or voting instruction form, while providing Shareholders access to electronic copies of the Information Circular over the internet or the option to receive paper copies of the Information Circular if they so request within the prescribed time periods (“Notice and Access”). For more information, please refer to the Notice and Access Notification delivered to you.

NOTICE

MEETING MATERIALS

Accompanying this Notice of Meeting are: (i) the Information Circular; (ii) a form of proxy; and (iii) an annual financial statement request form.

The Information Circular provides information relating to the matters to be addressed at the Meeting. Copies of any documents to be considered, approved, ratified and adopted or authorized at the Meeting will be available for inspection at the registered and records office of the Company at 1600 – 925 West Georgia Street, Vancouver, British Columbia V6C 3L2, during normal business hours up to June 20, 2024, being the date of the Meeting, as well as at the Meeting. Shareholders are encouraged to access copies of any documents to be considered, approved, ratified and adopted or authorized at the Meeting under the Company’s profile on SEDAR+ at https://www.sedarplus.ca, on EDGAR at https://www.sec.gov/, on the Company’s website at https://www.b2gold.com or by contacting Randall Chatwin, Senior Vice President, Legal and Corporate Communications, Suite 3400, Park Place, 666 Burrard Street, Vancouver, British Columbia V6C 2X8 (Tel: 604-681-8371).

The Company is not sending proxy-related materials directly to Non-Registered Shareholders who do not object to their name being made known to the Company (“NOBOs”). Management of the Company does not intend to pay for intermediaries to forward to Non-Registered Shareholders who do object to their name being made known to the Company (“OBOs”) under National Instrument 54-101 – Communications with Beneficial Owners of Securities of a Reporting Issuer the proxy-related materials and Form 54-101F7 – Request for Voting Instructions Made by Intermediary. An OBO will not receive the materials unless the OBO’s intermediary assumes the cost of delivery.

VOTING

If you are a registered Shareholder, you are encouraged to vote in advance of the Meeting. To do so, you must date, execute and return the accompanying form of proxy to the Company, c/o Computershare Investor Services Inc., 100 University Avenue, 8th Floor, Toronto, Ontario M5J 2Y1 (Attn: Proxy Department), by not later than 2:00 p.m. (Vancouver time) on Tuesday, June 18, 2024, or if the Meeting is adjourned, not later than 48 hours (excluding Saturdays, Sundays and holidays) before the time for holding the adjourned Meeting. You may also vote on the internet or by phone by following the instructions set out in the form of proxy.

If you are a registered Shareholder, you may attend, participate and vote at the Meeting in person at the Star Sapphire Ballroom, Fairmont Pacific Rim Hotel, 1038 Canada Place, Vancouver, British Columbia or online via live audio webcast at https://web.lumiagm.com/410432572, provided you are connected to the internet and comply with all of the requirements set out in the Information Circular. If you plan to attend, participate and vote at the Meeting either in person or virtually, you should not vote before the Meeting.

If you are a non-registered Shareholder and receive these materials through your broker or another intermediary, please complete and return the materials in accordance with the instructions provided to you by your broker or other intermediary. If you are a non-registered Shareholder and do not complete and return the materials in accordance with such instructions, you may lose the right to vote at the Meeting.

Non-registered Shareholders will be able to attend, participate in and vote at the Meeting in person at the Star Sapphire Ballroom, Fairmont Pacific Rim Hotel, 1038 Canada Place, Vancouver, British Columbia or online via live audio webcast at https://web.lumiagm.com/410432572 if they duly appoint themselves as proxyholder through the method specified by their intermediary and comply with all of the requirements set out in the Information Circular relating to that appointment and registration. If a non-registered Shareholder does not comply with these requirements, that non-registered Shareholder may be able to attend the Meeting as a guest but will not be able to vote or ask questions at the Meeting.

Voting is Easy. Vote Well in Advance of the Proxy Deadline on Tuesday, June 18, 2024 at 2:00 p.m. (Vancouver Time).

NOTICE

SHAREHOLDER QUESTIONS

For more detailed information and instructions on voting, please refer to the Information Circular.

Shareholders who have questions, including with respect to Notice and Access, or need assistance with voting their shares should contact Laurel Hill Advisory Group, the proxy solicitation agent, by telephone at 1-877-452-7184 (North American Toll Free) or 416-304-0211 (Outside North America); or by email at assistance@laurelhill.com.

DATED at Vancouver, British Columbia, this 8^th day of May, 2024.

BY ORDER OF THE BOARD

“Clive Johnson”

Clive Johnson

President, Chief Executive Officer

and Director

MESSAGE FROM CEO

		Fellow Shareholders,   It is my pleasure to provide you with this report on B2Gold’s activities in 2023, which represented a record year of responsible gold production for our Company. I am once again proud of the way that our global team was able to meet and exceed production expectations and deliver over a million ounces of consolidated gold production. In addition, we continued our history of accretive growth transactions with the acquisition of the construction-stage Goose Project located in Nunavut, Canada.

Operational and Financial Performance

Thanks to the tremendous efforts of our global workforce and the leadership of our executive and management teams, 2023 was another strong operational year as we achieved our eighth consecutive year of meeting or exceeding annual guidance. We achieved record total gold production of 1,061,060 ounce, including 68,717 ounces of attributable production from Calibre Mining Corp. achieving the upper half of 2023 guidance range of between 1,000,000 and 1,080,000 ounces, with all in sustaining costs (“AISC”) of US$1,201 per ounce sold (at the low end of our 2023 guidance), while maintaining our commitment to responsible mining with industry-leading health, safety, environmental and social responsibility accomplishments. The Fekola mine had another strong year with annual gold production of 590,243 ounces of gold, near the mid-point of the annual guidance range. The Masbate mine had a strong gold production year in 2023, producing 193,502 ounces of gold, exceeding the upper end of its guidance range. The Otjikoto mine achieved record annual production of 208,598 ounces of gold, at the upper end of its guidance range. Consolidated revenue from gold sales was US$1.93 billion, and consolidated cash flow from operations for 2023 was US$714 million.

Return of Capital and Liquidity

Continued Focus on Growth

We continued with our plan of accretive growth in April 2023 with the acquisition of Sabina Gold & Silver Corp. and the 100% owned Back River Gold District located in Nunavut, Canada. The Back River Gold District consists of five mineral claims blocks along an 80 kilometer belt, including the most advanced in the district, the Goose Project, which is currently under construction. We recognize that respect and collaboration with the Kitikmeot Inuit Association (“KIA”) is central to the license to operate in the Back River Gold District and will continue to prioritize developing the project in a manner that recognizes Inuit priorities, addresses concerns, and brings long-term socio-economic benefits to the Kitikmeot Region. B2Gold looks forward to continuing to build on its strong collaboration with the KIA and Kitikmeot Communities.

Continued Focus on Exploration

We executed another year of aggressive exploration in 2023, incurring US$78 million in exploration expenditures, focused predominantly in Mali, our other operating mine sites in Namibia and the Philippines, both infill and generative exploration at the Back River Gold District, as well as a continued focus on grassroots targets around the world. We are planning another year of extensive exploration in 2024 with a budget of approximately US$63 million. A significant focus will be exploration at the Back River Gold District, with the goal of enhancing and growing the significant resource base at the Goose Project and surrounding regional targets. In Namibia, the exploration program at the Otjikoto Mine will be the largest program since 2012, with 39,000 meters of drilling planned to define and expand the recently discovered Antelope deposit. In Mali, the exploration program will be a more strategic search for near-mine, near-surface sources of additional sulphide-related gold mineralization. In the Philippines, the exploration program at Masbate will focus on converting inferred mineral resource areas and expanding the existing open pits. Early-stage exploration programs will continue in the Philippines and Cote d’Ivoire in 2024. Finally, our team will continue to search for new joint ventures and strategic investment opportunities, building on existing equity investments in Snowline Gold Corp. and Matador Mining Ltd.

Looking Ahead

As we work through 2024, we are determined to continue to raise the bar on our previous sustainability performance. In early 2023, we began implementation of a Global Water Strategy, in line with the International Council on Mining and Metals’ water stewardship framework, in order to reduce water-related risks throughout the business and to improve water management performance.   For the balance of 2024 and beyond, we remain committed to continuing to execute on our strategic objectives, which are to continue to maximize profitable production from our mines, grow as a profitable and responsible gold producer through further advancement of our pipeline of development and exploration projects, evaluate new exploration, development and production opportunities, make accretive acquisitions, and continue to pay an industry leading dividend yield. We will continue our positive efforts on all of these fronts for the benefit of all stakeholders.

In closing, I would like to express my sincere gratitude to our dedicated employees who have a track record of excellent performance and have shown incredible resolve over the past few years. I would also like to recognize our Board of Directors for their guidance and support of management’s vision and thank our committed executive team, who continue to impress me with their ability to lead, grow, adapt, innovate, and execute. Finally, thank you to you, the Shareholders, as none of what we have accomplished over the last 15 years of growth to become a safe, responsible, profitable, senior gold producer would have been possible without your support. Thank you.

Yours sincerely,

“Clive Johnson”

Clive Johnson

President & CEO

Founder

AT A GLANCE

B2Gold is a low-cost international senior gold producer headquartered in Vancouver, Canada. Founded in 2007, today B2Gold has operating gold mines in Mali, Namibia and the Philippines, and a mine under construction in northern Canada, the Goose Project. In addition, we have a portfolio of other development and exploration projects in several countries including the 100% owned Gramalote Project in Colombia.

VISION & VALUES

At B2Gold, responsible environmental stewardship and social responsibility are integral components of the way we do business. We have recognized as corporate priorities, environmental management and the support of local communities, and we integrate environmental and social factors in the decision-making process for the Company and its subsidiaries. As we continue to develop and build on our existing assets and pursue additional opportunities around the world, we remain committed to maintaining the high standards of environmental stewardship and social responsibility that we have established.

EXECUTIVE SUMMARY

OPERATIONAL HIGHLIGHTS

B2Gold continued its strong performance in 2023 across all of its operations while maintaining its longstanding commitment to safety and continuous improvement with industry leading safety and lost time performance.

GOVERNANCE HIGHLIGHTS

A summary of our key governance practices is below and further details can be found under Corporate Governance beginning on page 18.

EXECUTIVE SUMMARY

SUSTAINABILITY HIGHLIGHTS

Sustainability and maintaining the highest standards of responsible mining has always been a key part of B2Gold’s business strategy. During 2023, the Company continued its important work with both habitat rehabilitation and wildlife conservation, but also attained a few other important milestones:

EXECUTIVE COMPENSATION HIGHLIGHTS

TABLE OF CONTENTS

B2GOLD CORP. INFORMATION CIRCULAR

Dated as of May 8, 2024

IMPORTANT NOTICE

The Annual General and Special Meeting (the “Meeting”) of the shareholders (“Shareholders”) of B2Gold Corp. (“B2Gold” or the “Company”) is currently scheduled to take place in person at the Star Sapphire Ballroom, Fairmont Pacific Rim Hotel, 1038 Canada Place, Vancouver, British Columbia and in a virtual format conducted via live audio webcast online at https://web.lumiagm.com/410432572 on Thursday, June 20, 2024 (the “Meeting Date”) at 2:00 p.m. (Vancouver time).

Only registered Shareholders, non-registered Shareholders who have followed the procedures described in this management information circular (the “Information Circular”) and their respective proxyholders will be entitled to attend the Meeting physically in person. If you are required to self-isolate or quarantine, please do not attend the Meeting in person. In addition, the Company’s Board of Directors (the “Board” or the “Board of Directors”) may decide that it is in the interests of our employees and Shareholders to adopt measures, including but not limited to mask wearing and social distancing, to preserve the health and wellbeing of any persons who seek to attend the Meeting in person.

If you attend the Meeting online, it is important that you are connected to the internet at all times during the Meeting in order to vote when balloting commences. It is your responsibility to ensure connectivity for the duration of the Meeting. Even if you plan to attend the Meeting, you should consider voting your shares in advance so that your vote will be counted even in the event that you later decide not to attend the Meeting, you experience any technical difficulties, or are unable to access the Meeting for any reason.

The contents and the sending of this Information Circular have been approved by the Board. The Company reports its financial results in United States dollars. All references to “$” or “dollars” in this Information Circular refer to Canadian dollars unless otherwise indicated. References to “US$” are used to indicate United States dollar values.

This Information Circular includes certain forward-looking information. Please refer to “Cautionary Note Regarding Forward- Looking Information” attached as Schedule “B” hereto.

NOTICE AND ACCESS

This Information Circular is being sent to both Registered Shareholders and Non-Registered Shareholders (as defined below) of common shares in the capital of the Company (“Common Shares”) using Notice and Access, the delivery procedures that allow the Company to send Shareholders paper copies of a notice of meeting and form of proxy or voting instruction form (“VIF”), while providing Shareholders access to electronic copies of the Information Circular over the internet or the option to receive paper copies of the Information Circular if they so request within the prescribed time periods. For more information, please refer to the Notice and Access Notification delivered to you.

Non-Registered Shareholders who have previously provided the Company with standing instructions that they wish to receive paper copies of the Information Circular will continue to be mailed a paper copy of the Information Circular.

SOLICITATION OF PROXIES

This Information Circular is furnished in connection with the solicitation of proxies by the management of the Company for use at the Meeting to be held on the Meeting Date, being Thursday, June 20, 2024, at 2:00 p.m. (Vancouver time) at the Star Sapphire Ballroom, Fairmont Pacific Rim Hotel, 1038 Canada Place, Vancouver, British Columbia and in a virtual format conducted via live audio webcast online at https://web.lumiagm.com/410432572 or at any adjournment thereof for the purposes set forth in the accompanying Notice of Meeting. While it is expected that the solicitation of proxies will be primarily by mail, proxies may also be solicited personally or by telephone by the directors, officers and regular employees of the Company at a nominal cost to the Company.

Laurel Hill Advisory Group (“Laurel Hill”) is acting as the Company’s proxy solicitation agent. If you have any questions or require assistance in voting your proxy, please contact Laurel Hill at 1-877-452-7184 toll free in North America, or 416-304-0211 (outside North America); or by e-mail at assistance@laurelhill.com. The Company will be paying Laurel Hill a fee of $45,000, plus reasonable out-of-pocket expenses.

The cost of solicitation will be borne by the Company. Except as required by statute, regulation or policy thereunder, the Company does not reimburse Shareholders, nominees or agents (including brokers holding shares on behalf of clients) for the cost incurred in obtaining from their principals an authorization to execute each form of proxy.

VOTING PROCEDURES

Please carefully review and follow the voting instructions below based on whether you are a Registered or Non-Registered Shareholder of the Company:

Voting is Easy. Vote Well in Advance of the Proxy Deadline on Tuesday, June 18, 2024 at 2:00 p.m. Vancouver Time (the “proxy cut-off time”). Late proxies may be accepted by the Chair of the Meeting in their discretion, with or without notice, and the Chair is under no obligation to accept or reject any particular late proxy.

REGISTERED SHAREHOLDER VOTING

A proxy will not be valid unless it is signed by the Registered Shareholder, or by the Registered Shareholder’s attorney with proof that they are authorized to sign. If you represent a Registered Shareholder that is a corporation or an association, your proxy should have the seal of the corporation or association and must be executed by an officer or an attorney who has written authorization. If you execute a proxy as an attorney for an individual Registered Shareholder, or as an officer or attorney of a Registered Shareholder that is a corporation or association, you must include the original or notarized copy of the written authorization for the officer or attorney with your proxy form.

If the instructions in a form of proxy given to the proxy nominee are certain, the Common Shares represented by proxy will be voted or withheld from voting on any poll in accordance with the instructions of the Shareholder as specified in the proxy with respect to the matter to be acted on. If a choice is not so specified with respect to any such matter, the Common Shares represented by a proxy given to the proxy nominee will be voted in favour of the resolutions referred to in the form of proxy accompanying this Information Circular, including, for the election of the nominees of management for directors, approval of certain matters relating to the Stock Option Plan, and for the appointment of the Auditor.

The form of proxy accompanying this Information Circular confers discretionary authority upon the proxy nominee with respect to any amendments or variations to matters identified in the Notice of Meeting and any other matters that may properly come before the Meeting. As at the date of this Information Circular, management is not aware of any such amendments or variations, or of other matters to be presented for action at the Meeting.

A Shareholder has the right to appoint a person (who need not be a Shareholder) to attend and act for such Shareholder on such Shareholder’s behalf at the Meeting other than the persons designated in the form of proxy, and may exercise such right by inserting the name in full of the desired person in the blank space provided in the form of proxy.

Registered Shareholders who have duly appointed a proxyholder to attend and vote at the Meeting MUST register the appointed proxyholder with Computershare by visiting http://www.computershare.com/B2Gold before the proxy cut-off time. Computershare will ask for the appointed proxyholder’s contact information and will send such appointed proxyholder a user ID number or username via email shortly after this deadline and then may proceed with the steps above to log into the virtual Meeting.

Registered Shareholders should note that if they participate and vote on any matter at the Meeting they will revoke any previously submitted proxy.

NON-REGISTERED SHAREHOLDER VOTING

If Common Shares are listed in an account statement provided to a Shareholder by a broker, then, in almost all cases, those Common Shares will not be registered in the Shareholder’s name on the records of the Company. Such Common Shares will more likely be registered under the name of an intermediary, typically the Shareholder’s broker or an agent of that broker. In Canada, the vast majority of such shares are registered under the name of CDS & Co. (the registration name for CDS Clearing and Depository Services Inc.), which company acts as a nominee for many Canadian brokerage firms. Common Shares held by brokers (or their agents or nominees) on behalf of a broker’s client may only be voted (for or against resolutions) in accordance with instructions received from the Non-Registered Shareholder. Without specific instructions, brokers and their agents and nominees are prohibited from voting shares for Non-Registered Shareholders.

Securities regulatory policies require brokers and other intermediaries to seek voting instructions from Non-Registered Shareholders in advance of Shareholders’ meetings. Each broker or intermediary has its own mailing procedures and provides their own return instructions to clients, which should be carefully followed by Non-Registered Shareholders in order to ensure that their Common Shares are voted at the Meeting. Often the form of proxy or VIF supplied to a Non-Registered Shareholder by its broker is identical to the form of proxy provided by the Company to the Registered Shareholders. However, its purpose is limited to instructing the Registered Shareholder (i.e., the broker or intermediary) how to vote on behalf of the Non-Registered Shareholder.

Most brokers delegate responsibility for obtaining instructions from clients to Broadridge in the United States and Canada. Broadridge mails a VIF in lieu of a proxy provided by the Company. The VIF will name the same persons as the Company’s proxy to represent your Common Shares at the Meeting. Non-Registered Shareholders may call a toll-free number or go online to www.proxyvote.com to vote. Alternatively, the completed VIF must be returned by mail (using the return envelope provided). Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of the Common Shares to be represented at the Meeting and the appointment of any Shareholder’s representative.

The Company may utilize Broadridge’s QuickVoteTM system to assist Shareholders with voting their Common Shares. Certain Non-Registered Shareholders who have not objected to the Company knowing who they are (non-objecting beneficial owners) may be contacted by Laurel Hill, which is soliciting proxies on behalf of management of the Company, to conveniently obtain a vote directly over the phone.

NON-REGISTERED SHAREHOLDER VOTING

Notwithstanding the foregoing, Non-Registered Shareholders located in the United States will generally have to first obtain a valid legal proxy from their intermediary and will need to submit such legal proxy to Computershare at 8th Floor North Tower, 100 University Avenue, Toronto, Ontario, M5J 2Y1 or by email at uslegalproxy@computershare.com. For further details, Non-Registered Shareholders located in the United States should contact their intermediary directly. Additionally, requests for registration from Non-Registered Shareholders located in the United States that wish to attend and vote at the Meeting online must be deposited with Computershare by visiting http://www.computershare.com/B2Gold on or before 2:00 p.m. (Vancouver time) on Tuesday, June 18, 2024. Once such legal proxy is deposited with Computershare in accordance with these instructions, such Shareholder should receive from Computershare a user ID number or username via email shortly after this deadline and may then proceed with following instructions 3, 4 and 5 above.

If a Non-Registered Shareholder does not comply with these requirements, such Non-Registered Shareholder may be able to attend the Meeting online as a guest but will not be able to vote or ask questions at the Meeting online.

VIRTUAL PARTICIPATION AT THE MEETING

QUESTIONS AT THE MEETING

The Company believes that the ability to participate in the Meeting in a meaningful way, including asking questions, remains important despite the decision to also offer virtual participation at this year’s Meeting. It is anticipated that Registered Shareholders and proxyholders (including Non-Registered Shareholders who have appointed themselves as proxyholder) attending virtually will have substantially the same opportunity to ask questions on matters of business before the Meeting as those Shareholders and proxyholders attending in person. Upon Shareholders logging into the virtual meeting platform, they will have the opportunity to start submitting questions prior to the Meeting and will continue to have the opportunity to submit questions during the Meeting. Questions may be sent to the Chair of the Meeting using the online Q&A tool on the meeting portal. Only Registered Shareholders and duly appointed proxyholders will be able to submit questions. Guests will not be able to submit questions.

To ask a question, please follow the steps outlined below:

Questions will be read by the Chair of the Meeting or a designee of the Chair and responded to by a representative of the Company. To ensure fairness for all attendees, the Chair of the Meeting will decide on the amount of time allocated to each question and will have the right to limit or consolidate questions and to reject questions that do not relate to the business of the Meeting or which are determined to be inappropriate or otherwise out of order.

After the formal business of the Meeting, the Company will hold a Q&A session during which the Chair and the Company’s senior management intend to answer questions submitted during the Meeting.

DIFFICULTIES ACCESSING THE VIRTUAL MEETING

Shareholders with questions regarding the virtual meeting portal or requiring assistance accessing the Meeting website may visit the website https://www.lumiglobal.com/faq prior to the meeting.

If you attend the Meeting online, it is important that you are connected to the internet at all times during the Meeting in order to vote when balloting commences. It is your responsibility to ensure connectivity for the duration of the Meeting. Note that if you lose connectivity once the Meeting has commenced, there may be insufficient time to resolve your issue before ballot voting is completed. Even if you plan to attend the Meeting, you should consider voting your shares in advance so that your vote will be counted even in the event that you later decide not to attend the Meeting or in the event that you experience any technical difficulties and are unable to access the Meeting for any reason.

If you experience technical difficulties during the registration process or if you encounter difficulties while accessing and attending the Meeting, please contact Lumi, the provider of the virtual meeting interface, at support-ca@lumiglobal.com.

ASSISTANCE WITH VOTING

Shareholders who need assistance with voting their shares should contact Laurel Hill Advisory Group, the proxy solicitation agent, by telephone at 1-877-452-7184 (North American Toll Free) or 416-304-0211 (Outside North America) or by email at assistance@laurelhill.com.

REVOCABILITY OF PROXIES AND

CHANGE OF PROXIES

In addition to revocation in any other manner permitted by law, a Registered Shareholder who has given a proxy may revoke it by an instrument in writing executed by the Shareholder or by the Shareholder’s attorney authorized in writing or, where the Shareholder is a corporation, by a duly authorized officer or attorney of the corporation. To be valid, an instrument of revocation must be received by the registered office of the Company by fax at (604) 669-1620 or by mail at Lawson Lundell LLP, 1600 – 925 West Georgia Street, Vancouver, British Columbia V6C 3L2, at any time up to and including the last business day preceding the Meeting Date or any adjournment thereof, or provided to the Chair of the Meeting on the day fixed for the Meeting or any adjournment thereof by not later than the time fixed for commencement of such Meeting. Further, Registered Shareholders may change the way they have voted by proxy by sending a new proxy prior to the proxy cut-off time to revoke their previous vote. The latest proxy received by Computershare will be the only one that is valid.

A revocation of a proxy does not affect any matter on which a vote has been taken prior to the revocation. Registered Shareholders may attend and vote in person or virtually at the Meeting, and if they do so, any voting instructions they previously gave for such Common Shares will be revoked.

Only Registered Shareholders have the right to revoke a proxy. Non-Registered Shareholders can change their vote by contacting their broker or intermediary in sufficient time prior to the Meeting, and prior to their broker’s or intermediary’s cut-off time, to arrange to change the vote and, if necessary, revoke the proxy.

Shareholders who have questions or need assistance with voting their shares should contact Laurel Hill Advisory Group, the proxy solicitation agent, by telephone at 1-877-452-7184 (North American Toll Free) or 416-304- 0211 (Outside North America) or by email at assistance@laurelhill.com.

All references to Shareholders in this Information Circular and the accompanying form of proxy and Notice of Meeting are to Shareholders as of the Record Date unless specifically stated otherwise.

VOTING SHARES AND PRINCIPAL HOLDERS THEREOF

The Board of Directors has fixed the close of business on Wednesday, May 1, 2024 as the Record Date for the determination of Shareholders entitled to receive notice of and to vote at the Meeting or at any adjournment thereof. As at the Record Date, 1,306,592,614 Common Shares were issued and outstanding. Each Common Share outstanding on the Record Date carries the right to one vote. The Company will arrange for the preparation of a list of the Registered Shareholders on such Record Date. Each Registered Shareholder named in the list will be entitled to one vote at the Meeting for each Common Share shown opposite such Shareholder’s name. Registered Shareholders holding Common Shares for the benefit of Non-Registered Shareholders are required to vote such shares as directed by the Non-Registered Shareholders, as more particularly described above.

The quorum for the transaction of business at the Meeting is two persons present at the Meeting who hold, or represent by proxy, in aggregate at least 5% of the issued and outstanding Common Shares entitled to be voted at the Meeting.

To the knowledge of the directors and executive officers of the Company, as at the Record Date, no Shareholders beneficially own, control or direct, directly or indirectly, Common Shares carrying 10% or more of the voting rights attached to all outstanding shares of the Company.

BUSINESS OF THE MEETING

1) ELECTION OF DIRECTORS

The Company’s Articles provide that the number of directors to be elected will be the number determined by ordinary resolution. The Board of Directors presently consists of nine directors (the “Current Directors”), eight of whom are being proposed for re-election at the Meeting and one who will retire after the Meeting. George Johnson is not standing for re-election and we would like to thank him for his contribution to the Company through his years of service as a director. Each of the eight persons is proposed by the Board of Directors to be nominated for election as a director of the Company to serve until the next annual general meeting of the Company or until such person otherwise ceases to hold office (the “Director Nominees”).

MAJORITY VOTING FOR DIRECTORS

The Company has a policy (the “Majority Voting Policy”) which requires, unless there is a contested election, any nominee for election as a director who receives a greater number of votes “withheld” than votes “for” such Director Nominee’s election to tender his or her resignation to the Chair of the Board of Directors immediately following the Meeting, effective on acceptance by the Board. The Corporate Governance and Nominating Committee will consider the resignation and make a recommendation to the Board. No director who has tendered his or her offer to resign will attend any meetings of the Corporate Governance and Nominating Committee or the Board where his or her resignation is discussed, or a related resolution is voted upon. Absent exceptional circumstances, the Board will accept the resignation. The Board of Directors will make its final decision and announce the decision in a news release within 90 days following the Meeting. The applicable director will not participate in any deliberations regarding such director’s resignation offer.

ADVANCE NOTICE OF DIRECTOR NOMINATIONS

The Company has adopted a policy (the “Advance Notice Policy”), which was approved by the Board on April 22, 2014, and ratified, confirmed and approved by the Shareholders on June 13, 2014. The Advance Notice Policy was subsequently amended by the Board on March 13, 2018 to implement certain non-material, clarifying amendments of a housekeeping nature. On February 23, 2021 and April 28, 2021, as part of its continuous review of the Company’s corporate governance practices, the Board approved certain additional amendments to the Advance Notice Policy, which amendments were ratified by the Shareholders at the Company’s annual general and special meeting on June 11, 2021.

Through the Advance Notice Policy, the directors of the Company are committed to: (i) facilitating an orderly and efficient annual general or, where the need arises, special meeting, process; (ii) ensuring that all Shareholders receive adequate notice of the director nominations and sufficient information with respect to all nominees; and (iii) allowing Shareholders to register an informed vote having been afforded reasonable time for appropriate deliberation. The purpose of the Advance Notice Policy is to provide Shareholders, directors and management of the Company with a clear framework for nominating directors. The Advance Notice Policy fixes a deadline by which holders of record of Common Shares must submit director nominations to the Company prior to any annual general and/or special meeting of Shareholders and sets forth the information that a Shareholder must include in the notice to the Company for the notice to be in proper written form in order for any director nominee to be eligible for election at any annual general and/or special meeting of Shareholders.

No director nominations have been made by the Shareholders in connection with the Meeting under the terms of the Advance Notice Policy as at the date of this Information Circular.

DIRECTOR NOMINEES

Information regarding each of the Director Nominees can be found beginning on page 12.

Each director elected will hold office until the next annual general meeting of the Company or until such director’s successor is elected or appointed, unless such director’s office is earlier vacated in accordance with the Articles of the Company or with the provisions of the Business Corporations Act (British Columbia) (the “BCBCA”). Management does not contemplate that any of the Director Nominees will be unable to serve as a director; however, if for any reason any of the Director Nominees do not stand for election or are unable to serve as such, the Common Shares represented by properly executed proxies given in favour of management’s nominee(s) may be voted by the person designated by management of the Company in the enclosed form of proxy, in such person’s discretion, in favour of another nominee.

		The Board recommends that you vote FOR each Director Nominee. Unless otherwise instructed, the persons named in the accompanying proxy intend to vote FOR each Director Nominee.

BUSINESS OF THE MEETING

2) APPOINTMENT OF AUDITOR

Management of the Company will propose the appointment of PricewaterhouseCoopers LLP, Chartered Professional Accountants, as Auditor of the Company to hold office until the next annual meeting of the Company and will also propose that the directors of the Company be authorized to fix the remuneration to be paid to the Auditor.

PricewaterhouseCoopers LLP was first appointed Auditor of the Company on September 18, 2007.

		The Board recommends that you vote FOR the appointment of PricewaterhouseCoopers LLP. Unless otherwise instructed, the persons named in the accompanying proxy intend to vote FOR the appointment of PricewaterhouseCoopers LLP.

BUSINESS OF THE MEETING

3) APPROVAL OF UNALLOCATED OPTIONS UNDER ROLLING STOCK OPTION PLAN

In 2007, the Company adopted a stock option plan (the “Stock Option Plan”) for the benefit of officers, directors, employees and consultants of the Company and any associated, affiliated, controlled or subsidiary company. The purpose of the Stock Option Plan is to provide eligible persons with an opportunity to purchase Common Shares and to benefit from the appreciation in the value of such Common Shares. The Stock Option Plan increases the Company’s ability to attract individuals of exceptional skill by providing them with the opportunity, through the exercise of stock options (“Options”), to benefit from the growth of the Company. The Stock Option Plan was amended on May 8, 2018, May 5, 2020, and April 28, 2021. On May 7, 2024 (the Board approved certain additional, administrative amendments to the Stock Option Plan the “2024 Amendments”), in accordance with the amendment provisions of the Stock Option Plan and the applicable rules of the Toronto Stock Exchange (the “TSX”), which amendments did not require Shareholder approval. The 2024 Amendments included an amendment to enable the Compensation Committee to delegate any or all of its power and duties under the Stock Option Plan to any director or senior officer of the Company, to the extent such delegation is permitted under applicable law or TSX rules. The terms of the Stock Option Plan, including all amendments to date, and details regarding the number of unallocated Options, are described in Schedule “A” to this Information Circular.

Options that are available for grant, but have not yet been granted, are referred to as “unallocated Options”. Pursuant to the rules and policies of the TSX, all unallocated Options, rights or other entitlements under a listed corporation’s security based compensation arrangement that does not have a fixed maximum aggregate number of securities issuable, such as the Stock Option Plan, must be approved every three years by a majority of both the listed corporation’s directors and its Shareholders. Accordingly, the unallocated Options under the Stock Option Plan must be approved by a majority of both the Company’s directors and by its Shareholders.

Consequently, Shareholders will be asked at the Meeting to, among other things, consider, and if thought advisable, pass an ordinary resolution to approve all unallocated rights, Options and other entitlements under the Stock Option Plan (the “Stock Option Plan Resolution”).

To be effective, the Stock Option Plan Resolution must be approved by a majority of the votes cast by Shareholders present or represented by proxy at the Meeting. The full text of the Stock Option Plan Resolution is set out below.

In the event that the Stock Option Plan Resolution is not passed by the requisite number of votes cast at the Meeting, all allocated Options under the Stock Option Plan, being those Options that have been granted prior to the date of this Meeting but not yet exercised, will be unaffected; however, all unallocated Options, rights or other entitlements under the Stock Option Plan will be cancelled, the Company will not have an operative incentive stock option plan and the Board will not be able to issue additional Options from June 11, 2024 until such time another stock option plan is created and approved by the Shareholders and the TSX.

If the Shareholders approve the Stock Option Plan Resolution, the Stock Option Plan, will be approved and authorized until June 20, 2027.

The Stock Option Plan Resolution

The Stock Option Plan Resolution, which will be presented at the Meeting and, if deemed appropriate, adopted with or without variation, is as follows:

“IT IS RESOLVED, as an ordinary resolution that:

1. all unallocated options, rights and other entitlements issuable pursuant to the Stock Option Plan, as amended are hereby ratified, approved and confirmed;

2.  the Company has the ability to continue granting options under the Stock Option Plan until June 20, 2027, being the date that is three years from the date of the shareholder meeting at which this approval is being sought; and

3.  any one director or officer of the Company is authorized and directed on behalf of the Company to execute all documents and to do all such other acts and things as such director or officer may determine to be necessary or advisable to give effect to the foregoing provisions of this resolution.”

		The Board recommends that you vote FOR the Stock Option Plan Resolution. Unless otherwise instructed, the persons named in the accompanying proxy intend to vote FOR the Stock Option Plan Resolution.

BUSINESS OF THE MEETING

4) ADVISORY VOTE ON EXECUTIVE COMPENSATION

The Company endorses a “pay for performance” approach for executive compensation in order to reinforce the linkages between compensation and the Company’s strategic objectives and risk management processes. We believe that a “pay for performance” philosophy achieves the goal of attracting and retaining talented executives by rewarding behaviors that reinforce the Company’s values while also delivering on its corporate objectives, thereby aligning executives’ interests with those of our Shareholders. In considering its approach to executive compensation, the Board takes into account the results of the Shareholder vote for “Say on Pay”, together with feedback it receives from Shareholders. The Say on Pay advisory vote held at the 2023 annual general and special meeting of Shareholders (“2023 AGM”) was supported with the approval of 94.14% of Shareholders present at the 2023 AGM and voting virtually or by proxy. While this outcome was strongly supportive of the Company’s approach to the executive compensation program, Compensation Committee, in conjunction with its independent compensation consultant, will continue to review current market practices regarding executive compensation and will continue to seek Shareholder feedback to discuss compensation and governance matters and provide Shareholders the opportunity to express any concerns in its review of the executive compensation program during 2024. For a detailed discussion of the Company’s executive compensation program, please see “Executive Compensation” below.

The purpose of the “Say on Pay” advisory vote is to give Shareholders a formal opportunity to provide their views on the disclosed objectives of the executive compensation plans, and on the plans themselves, by voting on the following resolution:

“IT IS RESOLVED, on an advisory basis, and not to diminish the role and responsibilities of the Board of Directors, that the Shareholders of the Company accept the approach to executive compensation disclosed in the Information Circular delivered in advance of the Meeting.”

As this is an advisory vote, the results will not be binding upon the Board. However, the Board will take the results of the vote into account, as appropriate, when considering future compensation policies, procedures and decisions. In the event that the “Say on Pay” advisory resolution is not approved by a majority of the votes cast at the Meeting, the Board will consult with its Shareholders (particularly those who are known to have voted against it) to understand their concerns and will review the Board’s approach to compensation in the context of those concerns.

The Company will disclose the results of the Shareholder “Say on Pay” advisory vote as a part of its report on voting results for the Meeting.

		The Board recommends that you vote FOR the approach to executive compensation. Unless otherwise instructed, the persons named in the accompanying proxy intend to vote FOR the approach to executive compensation.

BUSINESS OF THE MEETING

INFORMATION REGARDING THE DIRECTOR NOMINEES

The Board has determined that eight (8) directors are to be elected to hold office until the next annual meeting of Shareholders. The following pages provide relevant information on each of the Director Nominees.

BUSINESS OF THE MEETING

Kelvin Dushnisky, Independent Director, Chair

Notes:

Note:

BUSINESS OF THE MEETING

Kevin Bullock, Independent Director

Notes:

Liane Kelly, Independent Director

Notes:

BUSINESS OF THE MEETING

Jerry Korpan, Independent Director

Note:

Thabile Makgala, Independent Director

Note:

BUSINESS OF THE MEETING

Lisa Pankratz, Independent Director

Note:

Robin Weisman, Independent Director

Note:

BUSINESS OF THE MEETING

CEASE TRADE ORDERS, BANKRUPTCIES, PENALTIES OR SANCTIONS

The foregoing information, not being within the knowledge of the Company, has been furnished by the respective Director Nominees.

CORPORATE GOVERNANCE

The Board of Directors is committed to sound corporate governance practices that are both in the interest of stakeholders and contribute to effective and efficient decision making. National Policy 58-201, Corporate Governance Guidelines (“NP 58-201”) establishes corporate governance guidelines which apply to all public companies. The Company has reviewed its own corporate governance practices in light of these guidelines and the Board considers that the Company’s corporate governance practices substantially comply with NP 58-201. The Board will continue to review with management the corporate governance practices of the Company to ensure that they are sound.

In accordance with National Policy NI 58-101, Disclosure of Corporate Governance Practices (“NI 58-101”) the Company is required to disclose, on an annual basis, its approach to corporate governance. The following is a description of the Company’s approach to corporate governance.

BOARD OF DIRECTORS

The Board considers its composition and size on an ongoing basis. Directors are recruited from time to time with a view to achieving and maintaining a majority of independent directors while at the same time maintaining complementary skill, knowledge and experience in the mining industry. The Board of Directors is currently comprised of nine Current Directors, one of whom is not standing for re-election. Accordingly, there are eight Director Nominees. The Board of Directors considers seven of the eight Director Nominees as currently independent in accordance with the definition of “independence” set out in National Instrument 52-110 (“NI 52-110”), as it applies to the Board of Directors, and in accordance with the applicable rules of the NYSE American.

Clive Johnson is not considered to be independent given his role as the President and Chief Executive Officer (“CEO”) of the Company. Upon the election of the Director Nominees, the majority of the directors will be independent.

To facilitate the exercise of independent judgement by the Board in carrying out its responsibilities, each of the members of the Audit Committee and the Compensation Committee is considered to be independent for the purposes of NI 52-110, the rules of the NYSE American and, where applicable, Rule 10A-3 of the U.S. Exchange Act of 1934, as amended (the “Exchange Act”).

The independent directors meet as a group, without the presence of management or non-independent directors (“in-camera” sessions), at each quarterly Board meeting and such other times as they consider appropriate, and communication among the independent directors occurs on an ongoing basis as the need arises. The Board believes that adequate procedures are in place to facilitate the functioning of the Board with a level of independence from the Company’s management. In 2023, the Board held independent director in-camera sessions at all regularly scheduled quarterly board and committee meetings. In addition, all of the Board’s Committees are comprised of solely independent directors.

Kelvin Dushnisky is considered an independent director, and is Chair of the Board and presides as such at each Board meeting. The Chair’s role involves reviewing items of importance for consideration and deliberation by the Board of Directors, providing leadership to the Board of Directors in discharging their mandate and managing the Board of Directors consistent with the corporate governance approach adopted by the Board from time to time.

There are no interlocking directorships and no material related party transactions involving any Director of the Company.

BOARD CHARTER AND POSITION DESCRIPTIONS

A copy of the Charter of the Board of Directors is available on the Company’s website at https://www.b2gold.com/corporate/governance/.

The Board has developed written position descriptions for the Chair of the Board and the chair of each committee of the Board. The responsibilities of the Chair of the Board include providing leadership to the Board in its duties to the Company and facilitating effective review, analysis and discussion at Board meetings.

A written position description has also been developed for the President and CEO. The responsibilities of the President and CEO include managing the efficient and effective operation of the Company, assisting the Board in establishing and implementing the strategic direction of the Company and ensuring all material matters affecting the Company are brought to the attention of the Board.

SHAREHOLDER ENGAGEMENT

We have a Disclosure, Confidentiality and Insider Trading Policy (the “Disclosure Policy”) that guides our commitment to providing timely, factual, and accurate disclosure of material information about the Company to our Shareholders, the financial

CORPORATE GOVERNANCE

community, and the public. The Company has adopted disclosure practices that ensure material information is disclosed to investors, analysts, and all members of the public in accordance with applicable securities laws. Any communications or meetings with our Shareholders or others will comply with those disclosure practices. The Board reviews and approves the contents of major disclosure documents, including our annual and quarterly financial reports to Shareholders, Annual Information Form, and Circular. A copy of our Disclosure Policy is available on our website https://www.b2gold.com/corporate/governance/.

Communications regarding our business and operations, financial results, and strategy are provided by senior management

periodically throughout the year in many ways, including our annual and quarterly financial reports, Annual Information Form, Responsible Mining Report, news releases, and through industry and investor conferences and meetings with analysts and investors. Management also hosts conference calls and webcasts for quarterly earnings releases and major corporate developments as soon as practical after they are publicly announced. These disclosure documents, investor presentations, conference calls, and webcasts are available through our website at www.b2gold.com/investors.

INVESTOR ENGAGEMENT EVENTS IN 2023

Throughout the year, the Company also engaged extensively with institutional and retail Shareholders through various calls or virtual meetings. In addition to the ongoing efforts of management to connect with our Shareholders and analysts throughout the year, in 2023, as part of our effort to promote improved Shareholder engagement, the Board Chair requested meetings with our top 10 institutional Shareholders, and conducted meetings with all parties who accepted the invitation.

DIRECTOR SKILLS AND EXPERIENCE

The Board of Directors and the Corporate Governance and Nominating Committee review the experience, qualifications and skills of our directors each year to ensure that the composition of the Board of Directors and committees and the competencies and skills of the members are in line with the evolving needs of the Company.

The Board maintains a skills matrix to identify and evaluate the competencies and skills of the members based on the individual experience and background of each director. The skills matrix is reviewed and updated each year based on self-assessment by each director whereby each director is asked to rate their experience and background in a variety of key subject areas. This data is compiled into a matrix representing the broad skills of the Director Nominees. This matrix is maintained to identify areas for strengthening the Board of Directors, if any, and address them through the recruitment of new members.

CORPORATE GOVERNANCE

The following skills matrix outlines the experience and background of, but not necessarily the technical expertise of, the Director Nominees based on information provided by such individuals as at the Record Date.

Board Skill Matrix, Profile and Committee Membership

Board Skill Matrix, Profile and Committee Membership

Major Project Oversight

v

v

v

v

v

v

v

-

Capital Market

v

v

v

v

v

v

v

v

Strategy & Leadership

v

v

v

v

v

v

v

v

Governance & Risk Management

v

v

v

v

v

v

v

v

Executive Management / Senior Officer Experience

v

v

v

v

v

v

v

v

Financial Acumen

v

v

v

v

v

-

v

v

M&A Execution

v

v

v

v

v

v

v

v

Operational Mining Experience

v

v

v

v

v

v

-

-

Multi-jurisdictional Business Experience

v

v

v

v

v

v

v

v

Human Resources & Executive Compensation

v

v

v

v

v

v

v

v

Health and Safety

v

v

v

v

v

v

v

v

Environment and Sustainability

v

v

v

v

v

v

v

v

Government and Regulatory Affairs

v

v

v

v

v

v

v

v

Communications, Investor, Public Relations

v

v

v

v

v

v

v

v

Climate Change

-

v

v

v

v

v

v

v

Cybersecurity

-

v

v

v

-

v

v

v

Independence

Y

Y

CEO

Y

Y

Y

Y

Y

Board Tenure

10

<1

17

4

16

<1

1

6

Age

59

60

66

59

77

42

63

67

Gender

M

M

M

F

M

F

F

F

Audit Committee

X

-

N/A

-

X

-

C

X

Compensation Committee

-

X

N/A

X

C

-

-

-

Corp. Gov. and Nominating Committee

-

X

N/A

-

-

-

X

C

Sustainability Committee

X

-

N/A

C

X

-

-

CORPORATE GOVERNANCE

ORIENTATION AND CONTINUING EDUCATION

At present, each new director is given an outline of the nature of the Company’s business, its corporate strategy, current issues with the Company, short, medium and long-term corporate objectives, business risks and mitigation strategies, corporate governance guidelines and existing Company policies. In addition, new directors are required to meet with management of the Company to discuss and better understand the Company’s business and will be advised by counsel to the Company of their legal obligations as directors of the Company.

The skill and knowledge of the Board of Directors as a whole is such that the Corporate Governance and Nominating Committee is of the view that a formal continuing education process is not currently required. The Board of Directors is comprised of individuals with varying backgrounds, who have, both collectively and individually, extensive experience in running and managing public companies in the natural resource sector. Board members are encouraged to communicate with management, auditors and technical consultants to keep themselves current with industry trends and developments and changes in legislation, with management’s assistance. Board members have full access to the Company’s records. Reference is made to the table under the heading “Election of Directors” for a description of the current principal occupations of the Director Nominees.

The orientation and continuing education process will be reviewed on an annual basis and will be revised accordingly. There are technical presentations at Board meetings, focusing on either a particular property or a summary of various properties. The question and answer portions of these presentations are a valuable learning resource for the non-technical directors.

During 2023, the Board received two separate capital market overview presentations from external service providers. In addition, directors are encouraged to participate in any educational opportunities that they deem appropriate and necessary for them to stay apprised of relevant subject matter either specific to any committees they serve on, or to support their function as a Director. Throughout 2023, both Ms. Weisman and Ms. Pankratz participated in multiple ESG sessions on various topics, including Climate Change and Cybersecurity, as well as other topics relevant to finance, audit matters and governance matters. The Corporate Governance and Nominating Committee has established a board education program, which will include two educational sessions to be presented to the full board by external subject matter experts during the 2024 calendar year. All of the Directors are members of the Institute of Corporate Directors.

NOMINATION OF DIRECTORS

The Corporate Governance and Nominating Committee is responsible for identifying and recommending to the Board of Directors potential candidates to fill Board vacancies as and when they arise and in alignment with the Company’s succession planning activities and diversity objectives (see “Diversity” and “Board Renewal” below). The Corporate Governance and Nominating Committee is currently comprised of Robin Weisman (Chair), Lisa Pankratz and Kelvin Dushnisky, each of whom is an independent director within the meaning of all applicable Canadian securities laws and regulations, including the rules of the TSX and NYSE American. If all Director Nominees are elected, the proposed composition for the Corporate Governance and Nominating Committee is not expected to change immediately following the Meeting.

The Corporate Governance and Nominating Committee also reviews the structure, size, effectiveness, and composition required of the Board compared to its current form and makes recommendations to the Board with regard to any changes. The Corporate Governance and Nominating Committee is refining the process of its annual assessment of directors and makes recommendations to the Board concerning the re-election of any director at the conclusion of his or her specified term of office as well as the continuation in office of any director, having due regard to his or her performance and ability to continue to contribute to the Board. Further, the Corporate Governance and Nominating Committee, in accordance with the Company’s Majority Voting Policy, considers and makes recommendations as to the acceptance of resignations tendered by directors under such policy. The Corporate Governance and Nominating Committee also recommends individual directors to the Board to serve as members or chairs of the Audit Committee, the Compensation Committee, the Sustainability Committee (as defined below), and any other committees established by the Board from time to time. The Corporate Governance and Nominating Committee ensures that new directors are formally advised as to what is expected of them and makes recommendations respecting orientation of new Board members and ongoing education of all Board members.

In addition to its nomination function, the Corporate Governance and Nominating Committee is responsible for establishing and reviewing the Company’s corporate governance practices as well as reviewing and assessing the Company’s ongoing compliance with the various securities and regulatory authorities that govern it, as well as ensuring that the Company continues to conduct itself in a manner appropriate for that of a public company in accordance with its corporate governance practices, and establishing, reviewing and overseeing the succession planning in respect to the Chief Executive Officer and the Company’s senior management team. The Corporate Governance and Nominating Committee is also responsible for the development of the Code of Business Conduct and Ethics (the “Code”), for monitoring compliance with the Code, and for reviewing and resolving any issues regarding conflicts of interest or reported violations of the Code in accordance with the Code.

DIVERSITY

In 2020, the Company implemented a three-year Equitable, Diversity and Inclusivity (“EDI”) Strategy. As part of this work, in late 2021, the EDI Workplace Policy was implemented, as well as a new Diversity Policy for Board and Management-level positions (the “Diversity Policy”).

CORPORATE GOVERNANCE

The Company recognizes the value of diversity and strives to eliminate employment barriers that interfere with the establishment of equal opportunities. The Company promotes diversity through: global and regional leadership that is active; committed and accountable; strategies and plans to identify and remove barriers; policies that are fair, call for equal access and treatment; and inform principled decision-making and behaviour, including with respect to pay equity; training and development that support growth in the Company, providing career advancement opportunities and building talent pipelines; engagement that stimulates dialogue, awareness, education and collaboration; change by way of actionable measures that is informed by and assessed through metrics; and grievance mechanisms with remedial action in cases of proven discrimination and harassment. The Company remains focused on increasing the number of women in B2Gold’s workforce through recruitment, talent development, promotion and retention, and continues development of practices that support EDI, the development of the Company’s global talent pipeline, training initiatives, and continued implementation of employment practices that attract and retain people from diverse backgrounds. Given the diverse nature of the locations in which we operate, each operation will develop EDI action plans in order to address EDI challenges and opportunities unique to their location.

The Diversity Policy defines B2Gold’s approach to diversity with respect to Board and Management positions, including the identification, nomination and appointment of Board members, as well as the Company’s succession plan. The Diversity Policy sets targets of 30% for female representation on our Board and in Management-level positions. The Board achieved this target in January, 2023. Under the Diversity Policy, “Management” includes executive officers, other appointed officers, heads of department and other managers throughout the Company’s operations who support the corporate executive team in carrying out B2Gold’s strategy and plans, assist in managing governance and risk, oversee people and/or resources and ensure the Company’s standards are implemented, maintained and reported on. This includes engineering and mining departments, but also legal, governance, sustainability, external relations, human resources, health and safety, environment, finance and accounting, information technology and other essential business functions. The Sustainability Committee has historically received an annual update from the Human Resources team with respect to the status of the Company’s performance against targets in the Diversity Policy, and as necessary discusses and advises on any necessary adjustments. In addition, the Corporate Governance and Nominating Committee also reviews and considers the Diversity Policy annually in respect of Board refreshment activities, as well as the Human Resources team actively reflects on the Diversity Policy when considering any employment vacancies.

As at December 31, 2023, female managers make up 20.86% of the total management group (2022: 19.52%, 2021: 19.62%).

This year’s Director Nominees include four women, representing 50% of the Director Nominees. Ms. Thabile Makgala identifies as racially diverse, which represents 12.5% of the Director Nominees. The Board reviews the Diversity Policy annually to assess its effectiveness and to propose amendments to support further progress.

BOARD RENEWAL

The Corporate Governance and Nominating Committee is committed to a process of renewal and succession planning for Board members that will seek to bring fresh perspectives to the Board and facilitate the Company’s continued success, while also maintaining a necessary degree of continuity for mentorship, as required, and to transition Board committee roles and responsibilities.

During 2022 and 2023, the Corporate Governance and Nominating Committee worked with Heidrick & Struggles, a global executive search and leadership consulting organization that specializes in board renewal, in finalizing succession priorities and identifying candidates for an orderly renewal of the Board that balances the Company’s objectives, including with respect to diversity, with an optimal mix of skills, experience, independence, knowledge and cohesiveness.

The first phase of the Board’s succession plan started in 2023 with the addition of Kelvin Dushnisky, Lisa Pankratz and Thabile Makgala to the Board, while three of our long-standing directors did not stand for re-election at last year’s Meeting. The board renewal process continues this year as George Johnson is not standing for re-election at the Meeting. The Corporate Governance and Nominating Committee will continue to execute the Board refreshment process in the coming months in order to fill the vacancy on the Board.

The Company is committed to working towards the right tenure mix on the Board, balancing fresh voices and perspectives with the institutional knowledge, experiences, mentorship, and maintaining a level of continuity from those who have helped build B2Gold into one of the premier low cost senior gold producers.

ASSESSMENTS

As part of its mandate, the Corporate Governance and Nominating Committee annually reviews the size and effectiveness of the Board of Directors, the committees of the Board, and the individual directors, and reports on such assessments to the Chair of the Board and the Board of Directors as a whole. The Corporate Governance and Nominating Committee circulates an effectiveness survey to directors assessing the effectiveness of the Board and its committees in respect of: Board organization and structure; Board culture; Board information and resources; strategy and plans; policies and procedures; Shareholder and corporate communications; and ways to enhance Board performance. The Board evaluation process is designed to provide directors with an opportunity each year to examine how the Board is operating and to make suggestions for improvement. The Corporate Governance and Nominating Committee reviews the results and makes any necessary recommendation to the Board, as necessary.

CORPORATE GOVERNANCE

ETHICAL BUSINESS CONDUCT

The Board has adopted the Code for the directors, officers, employees, consultants and contractors of the Company and its subsidiaries, affiliates, joint ventures and any other entity controlled by the Company. A copy of the Code may be obtained from the Company’s website at https://www.b2gold.com and previously filed on our EDGAR profile at www.sec.gov. All Company personnel are encouraged to report violations of the Code in accordance with the procedures set forth in the Code, including the Whistleblower Policy.

In addition to responding to any complaints or violations reported directly to Board members, the Board makes periodic inquiries of Company management as to issues related to compliance with Code requirements. In addition, in the course of regular business and operations updates provided by Company management to the Board, there are opportunities to discuss any compliance issues. The Company has developed a program pursuant to which employees of the Company will sign a document certifying to comply with the Code. Directors of the Company sign this document on an annual basis and also certify compliance for the previous year.

The Board, through the Company’s Corporate Governance and Nominating Committee and Audit Committee, is responsible for overseeing and monitoring compliance with the Code. Each director, officer, employee, consultant and contractor of the Company and all of its subsidiaries, affiliates, joint ventures and any other entity controlled by the Company is expected to read and become familiar with the Code and may be required, from time to time, to affirm in writing his or her compliance with the Code. The questionnaire is available in English, French, and Spanish to ensure that each individual fully comprehends the compliance requirement and is confident that the reporting of any violations of the Code or related policies to a member of the Corporate Governance and Nominating Committee or senior management will be treated as confidential.

CONFLICT OF INTEREST POLICY

As required under the BCBCA and the Company’s Articles:

Directors or executive officers who have disclosed a material interest in any transaction or agreement that the Board is considering must abstain from voting on such matters. Generally, as a matter of practice, directors or executive officers who have disclosed a material interest in any transaction or agreement that the Board is considering do not take part in any Board discussion with respect to that contract or transaction.

DISCLOSURE, CONFIDENTIALITY AND INSIDER TRADING POLICY

The Company has adopted a Disclosure, Confidentiality and Insider Trading Policy that supports the Company’s commitment to timely disclosure of material information, and also assists directors, officers, employees and contractors in meeting their obligations under applicable securities laws, rules and regulations and the rules and regulations of the stock exchanges on which the Company’s securities are listed.

Among other matters, the policy sets out the Company’s disclosure principles, details procedures for dissemination of material information, including news releases and public filings, and specifies parameters for contact with the investment community, the media and analysts. In addition, the policy prohibits trading on material, non-public information and describes certain blackout periods and insider reporting obligations under applicable laws.

WHISTLEBLOWER POLICY

The Company has adopted a Whistleblower Policy that governs the process through which its officers, employees and others, either directly or anonymously, can notify either Whistleblower Security Inc., a third party service provider, the Chair of the Audit Committee or the Chair of the Board of Directors, of concerns relating to the Company’s accounting, internal controls or auditing matters, violations of the Company’s Anti-Corruption Policy, or compliance with applicable laws.

ANTI-CORRUPTION POLICY

The Company has adopted an Anti-Corruption Policy that prescribes standards of professional and ethical conduct for the Company’s representatives, including its directors, officers, employees, consultants and those indirectly representing the Company or any of its subsidiaries and affiliates. The policy prohibits any of the Company’s representatives from achieving results through violations of laws or regulations, or through unscrupulous dealings.

CORPORATE GOVERNANCE

The Code outlines the standards of ethical behaviour that we expect from our people and those working on behalf of the Company around the world. The Code applies to all directors, officers, employees, consultants and contractors of B2Gold and its subsidiaries and commits them to conducting business in accordance with all applicable laws, rules and regulations, and to the highest ethical standards. The Company does not tolerate bribery or corruption and is committed to acting professionally, honourably, and with integrity in all business dealings and relationships. While our Board is responsible for oversight and monitoring compliance with the Code, each individual is responsible for complying with the Code as it applies to all Company personnel. In addition, the Company’s Supplier Code of Conduct outlines our expectations of ethical behaviour from our third-party suppliers.

The Audit Committee and Corporate Governance and Nominating Committee are responsible for monitoring compliance with the Code and Anti-Corruption Policy. The Company maintains a toll-free whistleblower hotline for anonymous reporting of any suspected violations of the Code, including concerns regarding accounting, internal accounting controls or other auditing matters. Other Code violations (such as ethical conflicts, environmental issues, harassment, or discrimination) are to be reported to the Corporate Governance and Nominating Committee and executive management. In 2020, training was implemented globally for relevant employees on the Anti-Corruption Policy and an additional update and training session was completed in 2023 for relevant employees.

COMMITTEES OF THE BOARD

COMPENSATION

		The Board of Directors has appointed a Compensation Committee with responsibility for determining the compensation of executive officers within the terms of the framework or broad policy determined and agreed with the Board for that purpose. The Compensation Committee reports to the Board and determines or makes recommendations to the Board on individual officer compensation.   The Compensation Committee is currently comprised of Jerry Korpan (Chair), Liane Kelly, Kelvin Dushnisky and George Johnson (who is not standing for re-election), each of whom is an independent director within the meaning of all applicable Canadian and U.S. securities laws and regulations, including the rules of the TSX and NYSE American. If all of the Director Nominees are elected, other than the removal of George Johnson, the proposed composition of the Compensation Committee is not anticipated to change immediately following the Meeting.   The Compensation Committee meets at least once each fiscal quarter and at such other times as required. The Compensation Committee is authorized to seek any information it requires from any employee of the Company to obtain, at the Company’s expense, outside professional advice in order to property and fully perform its duties and responsibilities.

All of the proposed Compensation Committee members have significant experience with public companies and ongoing resource sector involvement. The skills and experience of each committee member that enable the Compensation Committee to make decisions on the suitability of the Company’s compensation policies and practices are as follows:

Each of the Director Nominees, Mr. Korpan, Ms. Kelly and Mr. Dushnisky have held senior executive roles throughout their respective careers and have been involved in various aspects of human resources matters including, compensation, succession planning, onboarding, employee engagement and performance management in their careers. The members of the Compensation Committee who served throughout 2023 and up to the Meeting, were all considered to be independent and have sufficient knowledge and experience in various aspects of human resources matters.

The Company’s compensation program is designed to provide Named Executive Officers (as defined below) incentives for the achievement of near- term and long-term objectives, without motivating them to take unnecessary risk. The Board, with the assistance of the applicable Board committees, provides regular oversight of the Company’s risk management practices.

The Board delegates to the Compensation Committee the responsibility to provide risk oversight of the Company’s compensation policies and practices, and to identify and mitigate compensation policies and practices that could encourage inappropriate or excessive risk taking by the Named Executive Officers and other members of management. In fulfilling its risk oversight function with respect to the Company’s compensation policies and practices, the Compensation Committee coordinates its risk oversight work with the Audit Committee, which has the delegated responsibility to assist the Board with general risk oversight.

On an ongoing basis, the Board, in consultation with the Compensation Committee, considers the adequacy and form of director compensation taking into account the responsibilities and risks involved in being a director. In determining the appropriate level of compensation, the Board considers the types and amounts of compensation paid to directors of comparable public companies.

CORPORATE GOVERNANCE

AUDIT COMMITTEE

		The Audit Committee of the Company is currently comprised of Lisa Pankratz (Chair), Kevin Bullock, Robin Weisman and Jerry Korpan. If all of the Director Nominees are elected, the proposed composition for the Audit Committee will be Lisa Pankratz (Chair), Kevin Bullock, Robin Weisman and Jerry Korpan. All current and proposed members of the Audit Committee are: (i) independent within the meaning of NI 52-110, which provides that a member shall not have a direct or indirect material relationship with the Company which could, in the view of the Board of Directors, reasonably interfere with the exercise of a member’s independent judgment; (ii) independent within the meaning of Rule 10A-3 under the Exchange Act and the applicable rules of the NYSE American; and (iii) considered to be financially literate under NI 52-110 and the applicable rules of the NYSE American.   The Board has determined that Ms. Pankratz qualifies as an “audit committee financial expert” within the meaning of the applicable U.S. securities laws. Messrs. Bullock and Korpan have both held senior executive roles throughout their careers and have been reviewing financial reports for decades. During her career, Ms. Weisman held a number of roles within the finance sector, including the Principle Investment Officer with the IFC, which role was focused on project financing (debt and equity) with a specialty in the mining space and has served as an audit committee member for another publicly listed entity.

It is the Board of Directors’ responsibility to ensure that an effective internal control framework exists within the Company. The Audit Committee has been formed to assist the Board of Directors to meet its oversight responsibilities in relation to the Company’s financial reporting and external audit function, internal control structure and risk management procedures. In doing so, it is the responsibility of the Audit Committee to maintain free and open communication between the Audit Committee, the external auditors and the management of the Company.

The Audit Committee reviews the effectiveness of the Company’s financial reporting, reviews the external auditor’s evaluation of internal control policies, and reviews the effectiveness of the Company’s procedures for the identification, assessment, reporting and management of risks. The Audit Committee oversees and appraises the quality of the external audit and the internal control procedures, including financial reporting and practices, business ethics, policies and practices, accounting policies, and management and internal controls. In addition, the Audit Committee has oversight responsibilities with respect to related party transactions for potential conflicts of interest, if any.

For further information regarding the Company’s Audit Committee, please refer to the section entitled “Audit Committee” in the Company’s Annual Information Form dated March 14, 2024, which is available under the Company’s profile on SEDAR+ at http://www.sedarplus.ca/ and EDGAR at https://www.sec.gov/ or may be obtained upon request from the Secretary of the Company, Suite 3400, Park Place, 666 Burrard Street, Vancouver, British Columbia V6C 2X8.

CORPORATE GOVERNANCE

SUSTAINABILITY COMMITTEE

		The Board of Directors has appointed the Sustainability Committee (formerly, the Health, Safety, Environment, Social and Security Committee) (the “Sustainability Committee”) with responsibility for ensuring that the Company implements the standards necessary for: (i) effective occupational health and safety measures for all workers, contractors and visitors; (ii) on-going compliance with all relevant host country and corporate environmental policies and requirements; (iii) effective implementation of corporate social responsibility programs that are transparent and directed towards sustainable initiatives developed by the Company; (iv) oversight of climate strategy; and (v) management of the Company’s physical and cyber security programs. The Board delegates to the Sustainability Committee the responsibility for the Company’s risk management processes related to health, safety, environmental, social, and physical and cyber security matters. In fulfilling this function, the Sustainability Committee coordinates its risk oversight work with the Audit Committee, which has the delegated responsibility to assist the Board with general risk oversight.   The Sustainability Committee is currently comprised of Liane Kelly (Chair), Kevin Bullock Thabile Makgala and George Johnson, who is not standing for re-election. If all of the Directors Nominees are elected, the proposed composition for the Sustainability Committee will be Liane Kelly (Chair), Kevin Bullock, and Thabile Makgala, all of whom are considered independent.

Liane Kelly is a CSR professional with extensive experience in environment, social and governance (“ESG”) oversight. Her expertise focuses on sustainability strategies, social risk management, and methodologies for effective community investment outcomes. Thabile Makgala is a Professional Mining Engineer and has over 20 years of experience at senior levels, in mining exploration, mine development and mine operations. Kevin Bullock is a registered Professional Mining Engineer with over 25 years experience in mining exploration, mining development and mine operations.

It is a requirement that the Board of Directors review the Sustainability Committee procedures and key performance indices to ensure Sustainability targets are in line with the corporate policies of the Company. Corporate Sustainability policies are reviewed no less than annually and approved by the Sustainability Committee for implementation by all Company personnel. Additionally, the Board requires an internal audit of all facilities at all phases of the mining life cycle be conducted every two years, with the results of such audits to be reviewed by the Sustainability Committee.

The Board maintains oversight of climate-related and other sustainability issues through the Sustainability Committee. The Sustainability Committee Charter expressly acknowledges its responsibility for climate-related risks and opportunities. The Sustainability Committee meets quarterly with the Company’s Chief Operating Officer to evaluate performance and risk management and to evaluate and update policies and procedures. In addition, at the corporate management level, the Company has established a Climate Risk Management Committee to identify climate-related risks, opportunities and priorities, and to ensure that opportunities to reduce greenhouse gas (“GHG”) emissions are identified and achieved. The Climate Risk Management Committee meets with the Sustainability Committee quarterly.

The Company publishes its annual Climate Strategy Report, which is available to view or download on the Company’s website at https://www.b2gold.com. The Climate Strategy Report sets out the Company’s strategy for contributing to climate change action, based on the following objectives: identifying and understanding the Company’s climate risks (physical and transitional); establishing and reporting progress against science informed emissions reductions targets, including maintaining an updated GHG emission inventory (Scope 1, 2 and 3 emissions); evaluating and implementing changes to the Company’s energy and fuel sources to increase the proportion of renewable energy used; and continuously improving disclosure in alignment with the Task Force on Climate-Related Financial Disclosure (the “TCFD”) recommendations. The Climate Strategy Report contains four broad categories of climate-related disclosure in line with the TCFD recommendations: climate risk management strategy, governance, risk management and data and metrics. The Climate Risk Management Committee is responsible for updating and executing the Company’s climate strategy.

CORPORATE GOVERNANCE AND NOMINATING COMMITTEE

For information regarding the Company’s Corporate Governance and Nominating Committee, please see “Nominations of Directors on page 21” above.

CORPORATE GOVERNANCE

DIRECTOR COMPENSATION AND SHARE OWNERSHIP

Our independent director compensation is designed to attract and retain high caliber Board members with a broad range of relevant skills and knowledge and the ability to carry out the Board’s mandate successfully. Directors are required to devote significant time and energy to the performance of their duties, including preparing for and attending Board and Committee meetings and ensuring that they stay informed about the Company business and the global mining industry and the Company approach to Board compensation is to be competitive with the Company peers, reflect best practice and take into account corporate governance trends.

The Compensation Committee, in conjunction with its independent compensation consultant, periodically reviews the adequacy and form of compensation of the directors to ensure the compensation appropriately reflects the responsibilities and risks involved in being an effective director. In 2023, Lane Caputo Compensation Inc. (“Lane Caputo”) provided a review of current market practices regarding director compensation, including a benchmarking exercise against the same peer group used to benchmark executive compensation, to assist the Compensation Committee in recommending a compensation structure for directors.

The Company pays director compensation each year consisting of cash fees and a share-based award of either Deferred Share Units (“DSUs”) or Restricted Phantom Units (“RPUs”). The Company does not issue stock options to non-executive directors and does not pay meeting fees.

Effective January 1, 2023 and for the year ended December 31, 2023, the non-executive directors of the Company were eligible for annual retainers as per the following schedule:

Other than the foregoing, no additional cash fees are paid to any of the directors for Board or committee involvement. Directors are reimbursed for transportation and other out-of-pocket expenses reasonably incurred for attendance at Board or committee meetings and in connection with the performance of their duties as directors.

SHARE-BASED AWARDS

Non-executive directors are not eligible to participate in the Stock Option Plan, Restricted Share Unit Plan (the “RSU Plan”) or the Performance Share Unit Plan (the “PSU Plan”) and instead participate in the Deferred Share Unit Plan for directors (the “DSU Plan”) and the Restricted Phantom Unit Plan for directors (the “DRPU Plan”). Until directors have met the mandatory minimum shareholding under the Company’s Share Ownership Guideline (see below), all share-based awards must be taken in DSUs. Non-executive directors who have met the mandatory minimum shareholding requirement may elect on an annual basis to receive some or all of their annual share-based awards in RPUs. Directors may also elect on an annual basis to receive all, or a portion, of their annual cash retainers in DSUs.

DSUs and RPUs are notional units with the same value at any given time as the Company’s Common Shares, but are non-dilutive and do not entitle the participant to any voting or other shareholder rights. When the Company declares a dividend on the Common Shares, ‘dividend equivalent’ units are credited to a participant’s DSU or RPU account in the form of additional DSUs or RPUs. RPUs vest and pay out within three years of the year of award, while DSUs do not pay out until a director ceases to hold office. See Schedule “A” for additional details on the terms and conditions of the DSU and DRPU plans.

CORPORATE GOVERNANCE

SHARE OWNERSHIP GUIDELINES

As described in this Information Circular under “Executive Compensation – Corporate Governance – Share Ownership Guidelines”, on May 8, 2019, the Board approved and implemented the Share Ownership Guidelines to ensure the interests of directors and senior executives of the Company are aligned with the long-term interests of the Company’s Shareholders. For the Company’s non-executive directors, each director is required to own Common Shares having an aggregate value equal to three times of the then current total annual retainer payable to the directors of the Company (the “Director Ownership Requirement”). On May 7, 2024, the Board amended the Share Ownership Guidelines, whereby the CEO shall not sell, transfer or otherwise dispose of any common shares as a result of any and all incentive compensation (including Stock Options, RSUs and PSUs) for a period of one year from the date such common shares are issued, or until the CEO’s retirement from the Company, whichever event occurs first. Compliance with the Director Ownership Requirement is expected to be satisfied by each individual no later than five years after their appointment or election to the Board, as applicable. In the event of an increase in an individual’s annual retainer following such five year period, he or she will have one year from the date of such increase to satisfy the increased Director Ownership Requirement. Since non-executive directors of the Company are eligible to participate in the DSU Plan and DRPU Plan, DSUs and RPUs granted to such directors are also used in determining their Director Ownership Requirement. Once an individual’s level of Common Share or Common Share- equivalent ownership satisfies the applicable Director Ownership Requirement, ownership at such level is expected to be maintained or exceeded continuously for as long as such individual is subject to the Share Ownership Guidelines.

As seen in the table below, as at the Record Date, all directors required to meet the Director Ownership Requirement have done so. Lisa Pankratz and Thabile Makgala have until January 1, 2028 and June 23, 2028, respectively, to meet the Director Ownership Requirement.

Notes:

CORPORATE GOVERNANCE

DIRECTOR COMPENSATION TABLE

The table below sets out , for each current non-executive director of the Company, the share-based awards (comprised of DSUs granted under the DSU Plan and RPUs granted under the DRPU Plan) outstanding as at December 31, 2023. As a Named Executive Officer, Clive Johnson does not and will not receive compensation for his service as a director and his compensation information is presented in the section relating to executive compensation below.

In 2023, compensation was also paid to Messrs. Cross, Mtshisi and Gayton for their Board service until the date of the 2023 AGM (they did not stand for reelection at the 2023 AGM). A pro-rata amount of the annual cash retainer was paid as follows: $152,500 to Mr. Bob Cross; $90,000, to Mr. Bongani Mtshisi; and $110,000 to Mr. Bob Gayton. All three directors were awarded DSUs and RPUs for their service in 2023 as follows: $379,086 to Mr. Cross, $263,709 to Mr. Mtshisi; and $160,000 to Mr. Gayton. In addition, as part of “All Other Compensation”, dividend equivalent units were credited to DSUs and RPUs accumulated by each of these individuals over their years of service and for calendar 2023 included the following dividend equivalent units: Mr. Cross $38,666 Mr. Mtshisi $33,250 and Mr. Gayton $36,462.

Notes:

CORPORATE GOVERNANCE

OUTSTANDING OPTION-BASED AND SHARE-BASED AWARDS

The table below sets out, for each current non-executive director of the Company, the share-based awards (comprised of DSUs granted under the DSU Plan and RPUs granted under the DRPU Plan) outstanding as at December 31, 2023. As a Named Executive Officer, Clive Johnson does not and will not receive compensation for his service as a director and his compensation information is presented in the section relating to executive compensation below.

For the directors who did not stand for reelection at the 2023 AGM, as at December 31, 2023 Mr. Cross had 42,957 RPUs unvested and outstanding ($185,574 market value), and Mr. Mtshisi had 29,883 RPUs unvested and outstanding ($129,095 market value). As at December 31, 2023, Mr. Gayton did not have any RPUs and held vested DSUs ($222,055 market value).

Note:

CORPORATE GOVERNANCE

SHARE-BASED AWARDS—VALUE VESTED OR EARNED DURING THE YEAR

The table below sets forth, for each current non-executive director of the Company, the value of all share-based awards vested during the year ended December 31, 2023. As a Named Executive Officer, Clive Johnson does not and will not receive compensation for his service as a director and his compensation information is presented in the section relating to executive compensation below.

For the directors who did not stand for reelection at the 2023 AGM, share-based awards also vested as follows: Mr. Cross 28,146 DSUs or RPUs ($145,796 market value) to; Mr. Mtshisi 19,580 DSUs or RPUs ($101,424 market value) and Mr. Gayton 30,912 DSUs or RPUs ($160,124 market value).

Notes:

EXECUTIVE COMPENSATION

NAMED EXECUTIVE OFFICERS

Set out below are particulars of compensation paid to the Company’s Named Executive Officers (each, a “Named Executive Officer” or “NEO”). As at December 31, 2023, the Company’s five Named Executive Officers are:

The Company reports its financial results in United States dollars. However, all compensation awarded to, earned by, paid to, or payable to a Named Executive Officer is done so and described below in Canadian dollars, unless otherwise stated.

COMPENSATION GOVERNANCE

OVERSIGHT OF COMPENSATION PROGRAM—THE COMPENSATION COMMITTEE

The Compensation Committee is responsible for ensuring that the Company has in place an appropriate plan for executive compensation and for making recommendations to the Board of Directors with respect to the compensation of the Company’s executive officers. The Compensation Committee ensures that total compensation paid to Named Executive Officers is fair, reasonable and competitive with the industry and is consistent with the Company’s compensation philosophy.

The Compensation Committee is responsible for the review and assessment of compensation arrangements for the Company’s executive officers and is authorized to approve terms of employment, salaries, bonuses, long-term incentive grants and other incentive arrangements for the Company’s executive officers, and, where appropriate, any severance arrangements, and generally oversees all human capital matters.

The Compensation Committee periodically reviews the succession program established by the Company’s management team and the organizational structure for management of the Company’s operations. However, in late 2023, the Company updated its Board Committee Charters, and Executive Succession planning is now within the scope of the Corporate Governance and Nominating Committee going forward. The Compensation and Corporate Governance and Nominating Committees report to the Board of Directors on the respective committee’s functions and on the results of its reviews and any recommendations.

COMPOSITION OF THE COMPENSATION COMMITTEE

The members of the Compensation Committee are presently Jerry Korpan (Chair), Kelvin Dushnisky, Liane Kelly and George Johnson. Mr. George Johnson will not be standing for re-election. If all of the Directors Nominee are elected, the proposed composition of the Compensation Committee shall be Jerry Korpan (Chair), Kelvin Dushnisky and Liane Kelly, each of whom is an independent director within the meaning of all applicable Canadian and U.S. securities laws and regulations, including the rules of the TSX and NYSE American.

EXECUTIVE COMPENSATION

As part of its annual review and discussion of executive compensation, the Compensation Committee noted the following factors that discourage the Company’s executives from taking unnecessary or excessive risk:

What we do:

Page

What we do not do:

Page

We provide Shareholders with an annual Say on Pay vote

10

We do not permit our executive officers to engage in hedging of their equity- based compensation or personal share ownership.

31

We weigh our executive compensation program significantly towards performance-contingent pay with approximately 80% of our NEOs’ compensation being at-risk in 2023

39

We do not reprice equity-based compensation awards

Schedule “A”

We cap short-term incentive payments to our NEOs (capped at 2x target)

39

We do not guarantee incentive compensation

We tie a material percentage of executive incentive compensation to identified ESG risks

39

We enforce minimum share ownership guidelines for both NEOs and non-executive directors

32

We maintain a robust Clawback Policy

31

We work with an independent compensation consultant and review compensation regularly

24

In addition to the above, the Compensation Committee, in 2023, engaged its independent compensation advisor, Lane Caputo, to conduct a fulsome review of the Company’s compensation policies and practices with an eye to ensuring that these policies and practices both reflected good compensation governance and were structured to adequately mitigate any potential risks within the executive compensation program. In addition to the review of policies and practices, the Compensation Committee also asked Lane Caputo to back-test compensation program outcomes relative to historical operational, financial and shareholder return performance to confirm alignment of outcomes, and to forward test the current variable pay structure to identify the potential for unanticipated outcomes under various performance scenarios.

In considering the findings of Lane Caputo’s review and in light of the roles of Board in overseeing the Company’s strategic direction and the Compensation Committee in overseeing the Company’s executive compensation program in relation to that strategic direction, the Compensation Committee has concluded that the risks inherent in the Company’s compensation policies and practices are unlikely to have a materially adverse effect on the Company.

HEDGING PROHIBITION

The Company is of the view that its securities should be purchased by its, or any of its direct or indirect subsidiaries’, directors and officers, including NEOs, for investment purposes only. Pursuant to the Company’s anti-hedging policy, transactions that could be perceived as speculative or influenced by positive or negative perceptions of the Company’s prospects, including the use of puts, calls, collars, spread bets, contracts for difference and hedging transactions are not considered to be in the Company’s best interests and must be avoided. Directors and officers of the Company, including NEOs, are prohibited from engaging in hedging activities of any kind respecting the Company’s securities or related financial instruments including, without limitation, selling a call or buying a put on the Company’s securities or purchasing the Company’s securities with the intention of reselling them within six months or selling the Company’s securities with the intention of buying them within six months (other than the sale of Company securities shortly after they were acquired through the exercise of securities granted under a share-based compensation arrangement).

CLAWBACK POLICY

The Board has adopted a clawback policy (the “Clawback Policy”) specifying the consequences with respect to incentive awards in the event of negligence, fraud or willful misconduct resulting in a restatement of the Company’s financial statements. The Clawback Policy was revised in 2023 to comply with the United States Securities Exchange Commission and NYSE American rules,

as applicable, which requires the Board of a US listed company that restates its financial results for any reason other than a

EXECUTIVE COMPENSATION

restatement caused by a change in applicable accounting rules or interpretations, to: (i) require that the executive officer return or repay to the Company, or reimburse the Company for, all or part of the after-tax portion of any excess compensation; and/or (ii) cause all or part of any awarded and unpaid or unexercised performance-based compensation (whether vested or unvested) that constitutes excess compensation for such executive officer to be cancelled.

For purposes of the Clawback Policy, “excess compensation” means the difference between the amount or value of any performance-based compensation actually paid or awarded to an executive officer and the amount or value that would have been paid or awarded as calculated or determined based on the financial statements of the Company as restated. “Performance-based compensation” includes all bonuses and other incentive compensation that is paid or awarded to any executive officer based in whole or in part on the application of performance criteria or financial metrics measured during the applicable period preceding the applicable restatement as determined by the Board or the Compensation Committee and includes incentive compensation awarded or paid in any form, including cash or equity- based, whether vested or unvested.

SHARE OWNERSHIP GUIDELINES

The Company’s share ownership guidelines (the “Share Ownership Guidelines”) ensure the interests of directors and senior executives of the Company are aligned with the long-term interests of the Company’s Shareholders. The Share Ownership Guidelines provide that each Named Executive Officer is required to hold an equity interest in the form of Common Shares and/or RSUs in the following amounts (collectively, the “Executive Ownership Requirements”):

Compliance with the applicable Executive Ownership Requirement is expected to be satisfied by each individual no later than five years after they commence their employment as a CEO, CFO, Senior Vice President or other NEO. In the event of an increase in an individual’s annual salary following such five year period, he or she will have one year from the date of such increase to satisfy the increased Executive Ownership Requirement. Once an individual’s level of Common Share ownership satisfies the applicable Executive Ownership Requirement, ownership at such level is expected to be maintained or exceeded continuously for as long as such individual is subject to the Share Ownership Guidelines. On May 7, 2024, the Board approved an amendment to the Share Ownership Guidelines, whereby the CEO shall not sell, transfer or otherwise dispose of any common shares issued as a result of any and all incentive compensation (including, Stock Options, RSUs and PSUs) for a period of one year from the date such common shares are issued, or until the CEO’s retirement from the Company, whichever occurs first.

As outlined in the table below, as at the Record Date, all the NEOs meet or exceed the applicable Executive Ownership Requirement.

Notes:

COMPENSATION CONSULTANT

In July 2023, the Compensation Committee renewed the engagement of Lane Caputo, an independent executive compensation and governance advisor, to provide an independent review of the executive officers’ and directors’ overall compensation packages, review the performance metrics associated with the Company’s short-and long-term incentive plans, conduct a fulsome risk assessment of the Company’s compensation program and policies and to assist the Compensation Committee with the redesign of the Management Information Circular. The Compensation Committee originally retained Lane Caputo in December 2016 and Lane Caputo advises only the Compensation Committee and has not performed any work for management of the Company since its original engagement.

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION-RELATED FEES

The Compensation Committee pre-approves all consultant mandates related to executive and director compensation, as well as the associated fees for such mandates. The following table sets out the fees paid by the Company to compensation consultants for services related to determining and structuring compensation for any of the Company’s directors and executive officers during the two most recently completed financial years:

COMPENSATION DISCUSSION & ANALYSIS

COMPENSATION PHILOSOPHY AND OBJECTIVES

Compensation plays an important role in achieving short and long-term business objectives that ultimately drive business success in alignment with long-term Shareholder goals.

The Company’s compensation philosophy is based on the following fundamental principles: