B2GOLD CORP

Deferred share unit plan

The Company has a Deferred Share Unit plan (the "DSU plan") for the benefit of the directors of the Company. Pursuant to the plan, eligible directors can elect to receive all or part of their total cash compensation in the form of deferred share units ("DSUs"). The number of DSUs granted to an eligible director is determined by dividing the portion of the compensation to be paid in DSUs by the volume weighted average trading price of the common shares on the stock exchange on which the majority of the volume of trading of the shares occurred over the relevant period for thefive trading days immediately preceding the date of grant. In addition, the Board may, at its discretion, grant additional DSUs to plan participants. Each eligible director is required to hold DSUs received until the eligible director ceases to be a director of the Company, following which the DSUs will be settled in cash. As the DSUs are cash settled, they are recorded as a liability at fair market value on the Consolidated Balance Sheet with changes in the fair value being recognized as a share-based payment expense or recovery in the Consolidated Statement of Operations.

For the year ended December 31, 2023, the Company issued 0.4 million DSUs (2022 -0.2 million) with a fair market value of $1 million (2022 - $1 million) to directors of the Company. During the year ended December 31, 2023,0.7 million DSUs valued at $3 million were released. As at December 31, 2023, there were 2 million DSUs outstanding (2022 -2 million). For the year ended December 31, 2023, share-based payments expense relating to DSUs was $1 million (2022 - recovery of $0 million).