B2Gold sells Burkina Faso projects to West African Resources

October 27, 2021

B2Gold Corp has entered into a binding agreement with West African Resources Limited, WAF, pursuant to which B2Gold has agreed to sell to WAF 100% of the issued and outstanding shares of Volta Resources (Cayman) Inc., the holder of an 81% interest in the Kiaka gold project located in Burkina Faso. Under the terms of the Kiaka Agreement, B2Gold will receive the following consideration:

Cash payment of $450,000 paid on execution of the Kiaka Agreement;

$45,000,000 payable on closing of the Kiaka Transaction, comprised of 50% cash and 50% in WAF ordinary shares;

$45,000,000 payable on the earlier of commencement of construction at the Kiaka Project (provided such date will be a minimum of 6 months from the date of the Kiaka Agreement), completion of a positive feasibility study at the Kiaka Project, and October 25, 2022, in cash or WAF ordinary shares, at B2Gold's option but subject to any required WAF shareholder approval to issue WAF ordinary shares; and 2.7% net smelter return ('NSR') royalty interest on the first 2,500,000 ounces of gold produced at the Kiaka Project, and a 0.45% NSR royalty interest on the next 1,500,000 ounces of gold produced at the Kiaka Project.

The closing of the Kiaka Transaction is subject to certain customary conditions, including completion of a transaction between WAF and GAMS-Mining F&I Ltd. ('GAMS') pursuant to which WAF will acquire GAMS' 9% interest in the Kiaka Project, and completion of the transaction under the Amended Toega Agreement (as defined below). The parties expect the Kiaka Transaction to be completed by the end of November 2021.

Clive Johnson, President and Chief Executive Officer of B2Gold, stated: 'We are pleased to have reached an agreement with WAF relating to the sale of the Kiaka Project, building on a strong relationship that we have formed with WAF over the past several years following the initial agreement relating to the Toega Project. WAF has a strong reputation of being a solid operator in Burkina Faso and with its existing local infrastructure and operating experience is well positioned to move the Kiaka Project forward in a timely and cost-effective manner. B2Gold, through the WAF shares it will receive as part of the consideration, and royalties on both the Kiaka and Toega projects, will continue to benefit from the future development of the projects.'

In addition, B2Gold has entered into an amended and restated purchase agreement with WAF and GAMS dated October 25, 2021, pursuant to which B2Gold has now agreed to sell to WAF 100% of the shares of Kiaka Gold SARL, the holder of the Toega gold project located in Burkina Faso, the original transaction was structured as a sale of assets comprising the Toega Project, and GAMS will sell its 10% beneficial interest in the Toega Project. B2Gold holds a 90% beneficial interest in the Toega Project with GAMS holding the remaining 10%. Under the terms of the Amended Toega Agreement, B2Gold will receive a cash payment of $18,000,000 ($9,000,000 of which has been received), and on the first 1,500,000 ounces of gold produced at the Toega Project, a 2.7% NSR royalty until such time as the royalty payments total $22,500,000 and thereafter a 0.45% NSR royalty interest. The closing of the Toega Transaction is subject to certain customary conditions. The parties expect the Toega Transaction to be completed by the end of November 2021.

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