B2Gold Corp. — Interim / Quarterly Report 2021

May 5, 2021

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B2GOLD CORP. Condensed Interim Consolidated Financial Statements For the three months ended March 31, 2021 (Unaudited)

B2GOLD CORP. CONDENSED INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31

(Expressed in thousands of United States dollars, except per share amounts) (Unaudited)

Gold revenue Cost of sales Production costs Depreciation and depletion Royalties and production taxes Total cost of sales Gross profit General and administrative Share-based payments_(Note 9) Community relations Foreign exchange gains (losses) Share of net income of associate Other Operating income Interest and financing expense Gains (losses) on derivative instruments Other Income from operations before taxes Current income tax, withholding and other taxes(Note 13) Deferred income tax expense(Note 13) Net income for the period Attributable to: Shareholders of the Company Non-controlling interests(Note 10) Net income for the period Earnings per share (attributable to shareholders of the Company)(Note 9) Basic Diluted Weighted average number of common shares outstanding (in thousands)(Note 9)_ Basic Diluted	2021 2020
	$ 362,302 $ 380,298
	(111,632) (91,556) (66,727) (70,612) (26,526) (25,731)
	(204,885) (187,899)
	157,417 192,399 (10,098) (10,188) (1,166) (3,647) (581) (3,734) 3,494 (1,232) 5,066 6,400 (3,956) (573)
	150,176 179,425 (2,896) (4,517) 8,049 (14,842) (338) (179)
	154,991 159,887 (41,126) (63,470) (15,033) (13,409)
	$ 98,832 $ 83,008
	$ 91,555 $ 72,287 7,277 10,721
	$ 98,832 $ 83,008
	$ 0.09 $ 0.07 $ 0.09 $ 0.07 1,051,544 1,035,032 1,062,006 1,047,943

See accompanying notes to condensed interim consolidated financial statements.

B2GOLD CORP. CONDENSED INTERIM CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE THREE MONTHS ENDED MARCH 31

(Expressed in thousands of United States dollars) (Unaudited)

Net income for the period Other comprehensive loss Items that will not be subsequently reclassified to net income: Unrealized loss on investments Other comprehensive loss for the period Total comprehensive income for the period Other comprehensive loss attributable to: Shareholders of the Company Non-controlling interests Total comprehensive income attributable to: Shareholders of the Company Non-controlling interests	2021 2020
	$ 98,832 $ 83,008
	(2,060) (751)
	(2,060) (751)
	$ 96,772 $ 82,257
	$ (2,060) $ (751) — —
	$ (2,060) $ (751)
	$ 89,495 $ 71,536 7,277 10,721
	$ 96,772 $ 82,257

See accompanying notes to condensed interim consolidated financial statements.

B2GOLD CORP. CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31

(Expressed in thousands of United States dollars) (Unaudited)

Operating activities Net income for the period Mine restoration provisions settled Non-cash charges, net_(Note 14) Changes in non-cash working capital(Note 14) Changes in long-term value added tax receivables Cash provided by operating activities Financing activities Repayment of revolving credit facility(Note 8) Repayment of equipment loan facilities(Note 8) Interest and commitment fees paid Cash proceeds from stock option exercises (Note 9) Dividends paid(Note 9) Principal payments on lease arrangements(Note 8) Distributions to non-controlling interest(Note 10) Restricted cash movement Cash used by financing activities Investing activities Expenditures on mining interests: Fekola Mine Masbate Mine Otjikoto Mine Gramalote Project Other exploration and development(Note 14)_ Funding of reclamation accounts Other Cash used by investing activities Increase in cash and cash equivalents Effect of exchange rate changes on cash and cash equivalents Cash and cash equivalents, beginning of period Cash and cash equivalents, end of period	2021 2020
	$ 98,832 $ 83,008 — (189) 75,199 104,529 (24,866) 31,743 (3,311) (2,878)
	145,854 216,213
	— (25,000) (7,227) (10,796) (911) (3,776) 752 16,344 (42,072) (10,368) (735) (829) (2,000) — 111 2,104
	(52,082) (32,321)
	(17,396) (74,133) (6,564) (4,761) (18,875) (11,732) (3,467) (12,678) (10,171) (9,364) (1,321) — (1,533) (17)
	(59,327) (112,685)
	34,445 71,207 (1,562) (3,864) 479,685 140,596
	$ 512,568 $ 207,939

Supplementary cash flow information (Note 14)

See accompanying notes to condensed interim consolidated financial statements.

B2GOLD CORP. CONDENSED INTERIM CONSOLIDATED BALANCE SHEETS

(Expressed in thousands of United States dollars) (Unaudited)

Assets Current Cash and cash equivalents Accounts receivable, prepaids and other_(Note 4) Value-added and other tax receivables Inventories(Note 5) Assets classified as held for sale(Note 6) Value-added tax receivables Mining interests (Note 6 and Note 17 - Schedules) Owned by subsidiaries and joint operations Investments in associates Other assets (Note 7) Deferred income taxes Liabilities Current Accounts payable and accrued liabilities Current income and other taxes payable Current portion of long-term debt(Note 8) Other current liabilities Long-term debt (Note 8) Mine restoration provisions Deferred income taxes Employee benefits obligation Other long-term liabilities Equity Shareholders’ equity Share capital(Note 9) _Issued:_1,051,697,473 common shares(Dec 31, 2020 – 1,051,138,175) Contributed surplus Accumulated other comprehensive loss Retained earnings Non-controlling interests(Note 10) Commitments(Note 16) Approved by the Board "Clive T. Johnson"_ Director	As at March 31, 2021 As at December 31, 2020
	$ 512,568 $ 479,685 30,128 21,306 27,730 11,797 255,462 238,055 16,749 11,855
	842,637 762,698 38,854 35,383 2,351,601 2,387,020 81,301 76,235 77,078 76,496 9,783 24,547
	$ 3,401,254 $ 3,362,379
	$ 83,475 $ 89,062 165,791 154,709 33,120 34,111 7,258 8,211
	289,644 286,093 67,025 75,911 92,062 104,282 221,172 220,903 7,250 5,874 7,187 8,726
	684,340 701,789
	2,408,804 2,407,734 51,167 48,472 (140,593) (138,533) 303,352 254,343
	2,622,730 2,572,016 94,184 88,574
	2,716,914 2,660,590
	$ 3,401,254 $ 3,362,379
	"Robert J. Gayton" Director

See accompanying notes to condensed interim consolidated financial statements.

B2GOLD CORP. CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE THREE MONTHS ENDED MARCH 31

(Expressed in thousands of United States dollars) (Unaudited)

Balance at December 31, 2020 Net income for the period Dividends_(Note 9) Unrealised loss on investments Shares issued on exercise of stock options (Note 9) Shares issued on vesting of RSUs (Note 9) Transactions with non-controlling interest (Note 10) Share-based payments(Note 9)_ Transfer to share capital on exercise of stock options Balance at March 31, 2021	Shares (‘000’s) 1,051,138 — — — 552 7 — — — 1,051,697	2021
		Share capital Contributed surplus Accumulated other comprehensive loss Retained earnings Non- controlling interests Total equity
		$ 2,407,734 $ 48,472 $ (138,533) $ 254,343 $ 88,574 $ 2,660,590 — — — 91,555 7,277 98,832 — 245 — (42,366) — (42,121) — — (2,060) — — (2,060) 752 — — — — 752 24 (24) — — — — — — — (180) (1,667) (1,847) — 2,768 — — — 2,768 294 (294) — — — —
		$ 2,408,804 $ 51,167 $ (140,593)$ 303,352 $ 94,184 $ 2,716,914

Balance at December 31, 2019 Net income for the period Dividends_(Note 9) Unrealised loss on investments Shares issued on exercise of stock options (Note 9) Interest on loan to non-controlling interest (Note 10) Share-based payments(Note 9)_ Transfer to share capital on exercise of stock options Balance at March 31, 2020	Shares (‘000’s) 1,030,400 — — — 6,498 — — — 1,036,898	2020
		Share capital Contributed surplus Accumulated other comprehensive loss Deficit Non- controlling interests Total equity
		$ 2,339,874 $ 56,685 $ (145,071) $ (261,245) $ 61,409 $ 2,051,652 — — — 72,287 10,721 83,008 — — — (10,368) — (10,368) — — (751) — — (751) 14,844 — — — — 14,844 — — — 933 (793) 140 — 3,714 — — — 3,714 6,733 (6,733) — — — —
		$ 2,361,451 $ 53,666 $ (145,822)$ (198,393)$ 71,337 $ 2,142,239

See accompanying notes to condensed interim consolidated financial statements.

B2GOLD CORP. NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS For the three months ended March 31, 2021 (All tabular amounts are in thousands of United States dollars unless otherwise stated) (Unaudited)

1 Nature of operations

B2Gold Corp. (“B2Gold” or the “Company”) is a Vancouver-based gold producer with three operating mines. The Company operates the Fekola Mine in Mali, the Masbate Mine in the Philippines and the Otjikoto Mine in Namibia. The Company also has a 50% joint operation interest in the Gramalote Project in Colombia and an 81% interest in the Kiaka Project in Burkina Faso. In addition, the Company has a portfolio of other evaluation and exploration assets in Mali, Burkina Faso, Namibia, Uzbekistan and Finland.

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

2 Basis of preparation

These condensed interim consolidated financial statements have been prepared in accordance with International Accounting Standard 34, Interim Financial Reporting of International Financial Reporting Standards as issued by the International Accounting Standards Board ("IFRS"). These condensed interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2020, which have been prepared in accordance with IFRS.

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

These condensed consolidated interim financial statements were authorized for issue by the Board of Directors on May 4, 2021.

3 Significant accounting judgements and estimates

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

COVID-19 estimation uncertainty

A global pandemic related to COVID-19 was declared by the World Health Organization in March 2020. The current and expected impacts on global commerce have been and are anticipated to continue to be far-reaching. To date, globally, there has been significant volatility in commodity prices and foreign exchange rates, restrictions on the conduct of business in many jurisdictions, including travel restrictions, and supply chain disruptions. There is significant ongoing global uncertainty surrounding COVID-19 and the extent and duration of the impact that it may have.

The areas of judgement and estimation uncertainty for the Company which may be impacted include estimates used to determine recoverable reserves and resources, estimates used to determine the recoverable amounts of long-lived assets, estimates used to determine the recoverable amounts of value-added tax receivables and estimates regarding deferred income taxes and valuation allowances. The impact of COVID-19 on the global economic environment, and the local jurisdictions in which the Company operates, could result in changes to the way the Company runs its mines. These changes could result in revenues or costs being different from the Company's expectations. This impact could be material.

Mineral reserve and resource estimates

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

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B2GOLD CORP. NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS For the three months ended March 31, 2021 (All tabular amounts are in thousands of United States dollars unless otherwise stated) (Unaudited)

Impairment of long-lived assets

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

Value-added tax receivables

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

Uncertain tax positions

The Company’s operations involve the application of complex tax regulations in multiple international jurisdictions. Determining the tax treatment of a transaction requires the Company to apply judgement in its interpretation of the applicable tax law. These positions are not final until accepted by the relevant tax authority. The tax treatment may change based on the result of assessments or audits by the tax authorities often years after the initial filing.

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

Current and deferred income taxes

The Company is periodically required to estimate the tax basis of assets and liabilities. Where applicable tax laws and regulations are either unclear or subject to varying interpretations, it is possible that changes in these estimates could occur that materially affect the amounts of deferred income tax assets and liabilities recorded in the financial statements. Changes in deferred tax assets and liabilities generally have a direct impact on earnings in the period that the changes occur.

Each period, the Company evaluates the likelihood of whether some portion or all of each deferred tax asset will not be realized. This evaluation is based on historic and future expected levels of taxable income and the associated repatriation of retained earnings, the pattern and timing of reversals of taxable temporary timing differences that give rise to deferred tax liabilities, and tax planning initiatives. Levels of future taxable income are affected by, among other things, market gold prices, production costs, quantities of proven and probable gold reserves, interest rates and foreign currency exchange rates. The availability of retained earnings for distribution depends on future levels of taxable income as well as future reclamation expenditures, capital expenditures, dividends and other uses of available cash flow.

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B2GOLD CORP. NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS For the three months ended March 31, 2021

(All tabular amounts are in thousands of United States dollars unless otherwise stated) (Unaudited)

4 Accounts receivable, prepaids and other

ccounts receivable, prepaids and other
Supplier advances Current portion of derivative instruments Prepaid expenses Other receivables nventories Gold and silver bullion In-process inventory Ore stock-pile inventory Materials and supplies	March 31, 2021 December 31, 2020 $ $
	9,734 5,208 8,257 3,252 4,773 4,903 7,364 7,943
	30,128 21,306
	March 31, 2021 December 31, 2020 $ $
	48,065 39,157 12,610 7,984 69,272 71,115 125,515 119,799
	255,462 238,055

5 Inventories

Ore stock-pile inventory includes amounts for the Fekola Mine of $48 million (December 31, 2020 - $44 million), for the Otjikoto Mine of $19 million (December 31, 2020 – $25 million), and for the Masbate Mine of $2 million (December 31, 2020 - $2 million).

3

B2GOLD CORP. NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS For the three months ended March 31, 2021

(All tabular amounts are in thousands of United States dollars unless otherwise stated) (Unaudited)

6 Mining interests

Property, plant and equipment (depletable) Fekola Mine, Mali Cost Accumulated depreciation and depletion Masbate Mine, Philippines Cost Accumulated depreciation and depletion Otjikoto Mine, Namibia Cost Accumulated depreciation and depletion Exploration and evaluation properties (pre-depletable) Gramalote, Colombia, net of impairment Kiaka, Burkina Faso Anaconda Regional, Mali Ondundu, Namibia Mocoa Royalty, Colombia Finland Properties, Finland Bantako Nord, Mali Uzbekistan Properties, Uzbekistan Other Corporate & other Office, furniture and equipment, net Investments in associates (accounted for using the equity method) Calibre, Nicaragua	March 31, 2021 December 31, 2020 $ $
	1,530,443 1,516,134 (455,617) (416,559)
	1,074,826 1,099,575
	1,046,977 1,046,577 (384,046) (361,438)
	662,931 685,139
	712,562 696,956 (381,211) (371,138)
	331,351 325,818
	98,987 95,435 82,409 80,927 30,230 28,991 10,761 10,701 10,230 10,230 9,208 9,034 7,613 6,191 4,795 4,131 2,207 6,688
	256,440 252,328
	26,053 24,160
	2,351,601 2,387,020
	81,301 76,235
	2,432,902 2,463,255

Anaconda Regional

The Company’s Malian subsidiary, Menankoto SARL (“Menankoto”) applied for a renewal of the Menankoto Permit in early February 2021 but was subsequently advised in early March 2021 that the permit had been granted to a third party. The Company believes that the grant of the exploration permit covering the perimeter of the Menankoto Permit to a third party is contrary to Menankoto’s legal rights under both the 2012 Malian Mining Code and the 2019 Malian Mining Code. Discussions with the Government of Mali continue to advance to resolve the issue. The Company strongly believes that Menankoto is entitled to a renewal of the Menankoto Permit under applicable law and in the event discussions with the Government are unsuccessful, the Company intends to pursue all available legal remedies to resolve this issue.

As at March 31, 2021, the Company considered the non-renewal of the Menankoto Permit to be an indicator of impairment for its Anaconda Regional Property which had a carrying value of $30 million. The Company conducted an impairment analysis whereby the carrying value of the Menankoto Permit was compared to an estimate of its recoverable amount which was determined to be its fair value less costs of disposal (“FVLCD”). FVLCD was determined based on the weightedaverage probabilities of successful return of the Menankoto Permit through available legal remedies applied to a value of the property based on recent market transactions. The Company’s analysis concluded that the carrying value of the Anaconda Regional exploration property was not impaired at March 31, 2021.

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B2GOLD CORP. NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS For the three months ended March 31, 2021 (All tabular amounts are in thousands of United States dollars unless otherwise stated) (Unaudited)

Other - Kronk

On February 17, 2021, the Company's subsidiary Kronk Resources Inc. ("Kronk") entered into an agreement with BeMetals Corp. ("BeMetals") for the sale of Kronk's outstanding common shares. In exchange for its interest in Kronk, the Company will receive 16 million shares of BeMetals. As a result of the transaction, the carrying value of Company's interest in Kronk of $5 million has been classified as an asset held for sale on the Condensed Interim Consolidated Balance Sheet at March 31, 2021. Subsequent to March 31, 2021 on April 26, 2021 the transaction closed and the Company received 16 million shares in BeMetals valued at $5 million.

Subsequent to March 31, 2021, in connection with the transaction, the Company purchased approximately 17 million shares of BeMetals valued at Cdn. $0.44 per share for a total of $6 million by way of a non-brokered private placement.

Toega

On April 28, 2020, the Company and its 10% partner GAMS-Mining F&I Ltd ("GAMS") entered into a definitive agreement with West African Resources Limited ("West African") for the sale of the Toega property located in Burkina Faso. As a result of the transaction, the Company's $9 million share of the non-refundable cash payment was credited to the carrying value of the mineral property and the remaining value of the Toega property of $12 million has been classified as an asset held for sale on the Condensed Interim Consolidated Balance Sheet at March 31, 2021 and December 31, 2020.

7 Other assets

Other assets
Low-grade stockpile Reclamation deposits Debt service reserve accounts_(Note 8)_ Long-term investments Deferred financing costs Other ong-term debt Equipment loans and lease obligations: Fekola equipment loan facilities (net of unamortized transaction costs) Masbate equipment loan facility (net of unamortized transaction costs) Lease liabilities Less: current portion	March 31, 2021 December 31, 2020 $ $
	30,553 28,322 19,975 19,099 9,417 9,805 7,294 9,354 4,893 5,449 4,946 4,467
	77,078 76,496
	March 31, 2021 December 31, 2020 $ $
	62,271 71,261 6,407 7,254 31,467 31,507
	100,145 110,022
	(33,120) (34,111)
	67,025 75,911

8 Long-term debt

5

B2GOLD CORP. NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS For the three months ended March 31, 2021

(All tabular amounts are in thousands of United States dollars unless otherwise stated) (Unaudited)

The changes in debt balances during the three months ended March 31, 2021 are as follows:

Balance at December 31, 2020 Lease liabilities incurred Debt repayments Foreign exchange (gains) losses Non-cash interest and financing expense Balance at March 31, 2021 Less current portion	Equipment loans Lease liabilities Total $ $ $
	78,515 31,507 110,022 — 133 133 (7,227) (735) (7,962) (2,785) 318 (2,467) 175 244 419
	68,678 31,467 100,145
	(28,772) (4,348) (33,120)
	39,906 27,119 67,025

Revolving credit facility

The Company has a revolving credit facility ("RCF") with a syndicate of international banks for an aggregate amount of $600 million. The RCF also allows for an accordion feature whereby upon receipt of additional binding commitments, the facility may be increased to $800 million any time prior to the maturity date of May 9, 2023. As at March 31, 2021, the Company had available undrawn capacity of $600 million. The Company has provided security on the RCF in the form of a general security interest over the Company’s assets and pledges creating a charge over the shares of certain of the Company’s direct and indirect subsidiaries. In connection with the RCF, the Company must also maintain certain ratios for leverage and interest coverage. As at March 31, 2021, the Company was in compliance with these debt covenants.

Fekola equipment loan facilities

For the first Fekola equipment facility, the Company is required to maintain a deposit in a debt service reserve account (“DSRA”) equal at all times to the total of the principal, interest and other payments that become payable over the next six month period. At March 31, 2021, the balance in the DSRA was Euro 8 million ($9 million equivalent). There is no requirement to maintain a DSRA for the second Fekola equipment facility.

9 Share capital

The Company’s authorized share capital consists of an unlimited number of common shares and an unlimited number of preferred shares. As at March 31, 2021, the Company had 1,051,697,473 common shares outstanding, including 1,705,000 common shares being held in trust under the Company’s Incentive Plan. No preferred shares were outstanding.

On March 16, 2021, the Company paid a dividend of $0.04 per share totaling $42 million. On March 23, 2020, the Company paid a dividend of $0.01 per share totaling $10 million.

For the three months ended March 31, 2021, share-based payments expense relating to the vesting of stock options, was $1 million (2020 - $2 million). For the three months ended March 31, 2021, the Company issued 1 million shares for proceeds of $1 million upon the exercise of stock options. The weighted average market price of the shares at the time of exercise was Cdn. $6.49. As at March 31, 2021, 16 million stock options were outstanding.

For the three months ended March 31, 2021, share-based payments expense relating to the vesting of restricted share units ("RSUs") was $1 million (2020 - $2 million). As at March 31, 2021, 4 million RSUs were outstanding.

For the three months ended March 31, 2021, share-based payments expense relating to the vesting of performance share units ("PSUs") was $1 million (2020 - $0 million). As at March 31, 2021, 2 million PSUs were outstanding.

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B2GOLD CORP. NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS For the three months ended March 31, 2021 (All tabular amounts are in thousands of United States dollars unless otherwise stated) (Unaudited)

Earnings per share

The following is the calculation of net income and diluted net income attributable to shareholders of the Company for the period:

period:
Net income and diluted net income (attributable to shareholders of the Company)	For the three months ended March 31, 2021 For the three months ended March 31, 2020
	$ 91,555 $ 72,287

The following is the calculation of diluted weighted average number of common shares outstanding for the period:

Basic weighted average number of common shares outstanding(in thousands) Effect of dilutive securities: Stock options Restricted share units Performance share units Diluted weighted average number of common shares outstanding(in thousands)	For the three months ended March 31, 2021 For the three months ended March 31, 2020
	1,051,544 1,035,032 6,747 10,922 2,190 1,727 1,525 262
	1,062,006 1,047,943

The following is the basic and diluted earnings per share:

Earnings per share(attributable to shareholders of the Company) Basic Diluted	For the three months ended March 31, 2021 For the three months ended March 31, 2020
	$ 0.09 $ 0.07 $ 0.09 $ 0.07

10 Non-controlling interest

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

Balance at December 31, 2020 Share of net income Distributions to non-controlling interest Purchase of non-controlling interest Interest on loan to non-controlling interest Other Balance at March 31, 2021	Fekola Masbate Otjikoto Other Total $ $ $ $ $
	51,992 16,302 20,727 (447) 88,574 6,004 22 780 471 7,277 — — (2,000) — (2,000) — — — 1,099 1,099 (785) — — — (785) — — 19 — 19
	57,211 16,324 19,526 1,123 94,184

11 Derivative financial instruments

Fuel derivatives

During the three months ended March 31, 2021, the Company entered into additional forward contracts for the purchase of 13,871,000 litres of fuel oil and 12,449,000 litres of gas oil with settlements scheduled between February 2022 and April 2023. These derivative instruments were not designated as hedges by the Company and are being recorded at fair value through profit and loss ("FVTPL").

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B2GOLD CORP. NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS For the three months ended March 31, 2021

(All tabular amounts are in thousands of United States dollars unless otherwise stated) (Unaudited)

The following is a summary, by maturity dates, of the Company’s fuel derivatives contracts outstanding as at March 31, 2021:

Forward – fuel oil: Litres (thousands) Average strike price Forward – gas oil: Litres (thousands) Average strike price Collars - fuel oil: Litres (thousand) Average ceiling price Average floor price Collars - gas oil: Litres (thousand) Average ceiling price Average floor price	2021 2022 2023 Total
	35,285 36,976 9,147 81,408 $ 0.26 $ 0.29 $ 0.32 $ 0.28 33,603 33,780 8,657 76,040 $ 0.32 $ 0.36 $ 0.41 $ 0.35 7,067 — — 7,067 $ 0.26 $ — $ — $ 0.26 $ 0.39 $ — $ — $ 0.39 5,008 — — 5,008 $ 0.40 $ — $ — $ 0.40 $ 0.57 $ — $ — $ 0.57

The unrealized fair value of these contracts at March 31, 2021 was $11 million.

Interest rate swaps

On January 24, 2019, the Company entered into a series of interest swaps with a notional amount of $125 million with settlements scheduled between April 2019 and July 2021. Under these contracts, the Company receives a floating rate equal to the 3 month United States dollar LIBOR rate and pays a fixed rate of between 2.36% and 2.67%. These derivative instruments were not designated as hedges by the Company and are being recorded at FVTPL. The unrealized fair value of these contracts at March 31, 2021 was $(1) million.

12 Financial instruments

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

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

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

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

As at March 31, 2021, the Company’s financial assets and liabilities that are measured and recognized at fair value on a recurring basis are categorized as follows:

ecurring basis are categorized as follows:
Long-term investments_(Note 7) Fuel derivative contracts(Note 11) Interest rate swaps(Note 11)_	As at March 31, 2021 As at December 31, 2020
	Level 1 Level 2 Level 1 Level 2 $ $ $ $
	7,294 — 9,354 — — 11,141 — 4,600 — (1,350) — (2,059)

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

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(All tabular amounts are in thousands of United States dollars unless otherwise stated) (Unaudited)

B2GOLD CORP. NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS For the three months ended March 31, 2021

The fair value of the Company's fuel derivative contracts and interest rate swaps were determined using prevailing market rates for instruments with similar characteristics.

The fair value of the Company's long-term debt also approximates its carrying value as it has a floating interest rate and the Company's credit spread has remained approximately consistent. The fair value of the Company's other financial instruments approximate their carrying value due to their short-term nature.

13 Income and other taxes

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

Income from operations before taxes Canadian federal and provincial income tax rates Income tax expense at statutory rates Increase (decrease) attributable to: Effects of different foreign statutory tax rates Change in income tax rates Future withholding tax Non-deductible expenditures Use of losses and temporary differences not previously recognised Losses for which no tax benefit has been recorded Benefit of optional tax deductions Withholding tax Change due to foreign exchange Non-taxable portion of gains Amounts under (over) provided in prior years Income tax expense Current income tax, withholding and other taxes Deferred income tax expense Income tax expense	For the three months ended March 31, 2021 For the three months ended March 31, 2020 $ $
	154,991 159,887 27.00 % 27.00 %
	41,848 43,169 6,104 7,823 (20,144) — 14,831 — 6,111 7,759 (2,830) — 145 5,652 (4,507) (2,940) 702 1,658 14,198 14,980 (684) (864) 385 (358)
	56,159 76,879
	41,126 63,470 15,033 13,409
	56,159 76,879

Included in current income tax expense for the three months ended March 31, 2021 is $8 million (2020 - $10 million) related to the State of Mali's 10% priority dividend on its free carried interest in the Fekola Mine. This priority dividend is accounted for as an income tax in accordance with IAS 12, Income Taxes.

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B2GOLD CORP. NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS For the three months ended March 31, 2021 (All tabular amounts are in thousands of United States dollars unless otherwise stated) (Unaudited)

14 Supplementary cash flow information

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

Non-cash charges (credits):

Depreciation and depletion Interest and financing expense Share-based payments (Note 9) Unrealized (gain) loss on derivative instruments Deferred income tax expense_(Note 13)_ Share of net income of associate Other Changes in non-cash working capital: Accounts receivable and prepaids Value-added and other tax receivables Inventories Accounts payable and accrued liabilities Current income and other taxes payable Other exploration and development: Fekola Mine, exploration Masbate Mine, exploration Otjikoto Mine, exploration Anaconda Regional, exploration Kiaka Project, exploration Ondundu Project, exploration Finland Properties, exploration Bantako Nord, exploration Uzbekistan Properties, exploration Other		For the three months ended March 31, 2021 For the three months ended March 31, 2020 $ $ 66,727 70,612 1,473 3,724 1,166 3,647 (7,251) 10,848 15,033 13,409 (5,066) (6,400) 3,117 8,689 75,199 104,529 For the three months ended March 31, 2021 For the three months ended March 31, 2020 $ $
		(3,817) 862 (15,934) 464 (11,819) (8,687) (4,378) (3,266) 11,082 42,370
		(24,866) 31,743
		For the three months ended March 31, 2021 For the three months ended March 31, 2020 $ $ (3,087) (870) (1,086) (1,617) (476) (372) (1,216) (1,330) (1,477) (495) (59) (183) (174) (374) (1,515) (1,524) (664) (645) (417) (1,954) (10,171) (9,364)

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B2GOLD CORP. NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS For the three months ended March 31, 2021 (All tabular amounts are in thousands of United States dollars unless otherwise stated) (Unaudited)

Non-cash investing and financing activities:

Non-cash investing and financing activities:
Interest on loan to non-controlling interest Share-based payments, capitalized to mineral property interests Change in current liabilities relating to mineral property expenditures Foreign exchange gain on Fekola equipment loan facilities	For the three months ended March 31, 2021 For the three months ended March 31, 2020 $ $
	924 933 25 158 (1,208) 1,080 2,784 864

For the three months ended March 31, 2021, the Company paid $22 million of current income tax, withholding and other taxes in cash (2020 - $14 million).

15 Segmented information

The Company’s reportable operating segments for 2021 include its mining operations, namely the Fekola, Masbate and Otjikoto mines. The “Other Mineral Properties” segment consists of the Company’s interests in mineral properties which are at various stages of exploration and development, including the Company's interests in the Gramalote Project and Calibre. The “Corporate and Other” segment includes corporate operations.

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

External gold revenue Production costs Depreciation & depletion Net income (loss) Capital expenditures Total assets	For the three months ended March 31, 2021 Fekola Mine Masbate Mine Otjikoto Mine Other Mineral Properties Corporate & Other Total $ $ $ $ $ $
	215,740 98,455 48,107 — — 362,302 57,611 31,985 22,036 — — 111,632 36,025 20,215 10,487 14 547 67,288 44,621 44,339 6,717 4,627 (1,472) 98,832 20,483 7,650 19,351 8,989 1,515 57,988 1,447,173 822,823 454,574 369,153 307,531 3,401,254

External gold revenue Production costs Depreciation & depletion Net income (loss) Capital expenditures Total assets	For the three months ended March 31, 2020 Fekola Mine Masbate Mine Otjikoto Mine Other Mineral Properties Corporate & Other Total $ $ $ $ $ $
	239,626 74,414 66,258 — — 380,298 43,101 31,010 17,445 — — 91,556 39,215 12,558 18,839 — 254 70,866 85,409 19,216 1,102 5,675 (28,394) 83,008 75,003 6,378 12,104 19,183 40 112,708 1,317,874 655,297 444,917 327,067 71,274 2,816,429

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B2GOLD CORP. NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS For the three months ended March 31, 2021

(All tabular amounts are in thousands of United States dollars unless otherwise stated) (Unaudited)

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

Mining interests Mali Philippines Namibia Colombia Burkina Faso Nicaragua Canada Finland Other	March 31, 2021 December 31, 2020 $ $
	1,112,781 1,134,868 662,931 685,139 342,443 336,897 109,217 105,665 82,904 81,382 81,301 76,235 26,053 24,160 9,208 9,034 6,064 9,875
	2,432,902 2,463,255

16 Commitments

As at March 31, 2021, the Company had the following commitments (in addition to those disclosed elsewhere in these financial statements):

• For payments at the Fekola Mine of $5 million for major overhauls, $1 million related to the solar plant and $3 million for other capital projects, all of which is expected to be incurred in 2021.

• For payments at the Masbate Mine of $1 million related to tailings facility upgrades and $1 million for access to new areas in the mine plan, all of which is expected to be incurred in 2021.

• For payments of $51 million for the Wolfshag underground project at the Otjikoto Mine, of which $15 million is expected to be incurred in 2021 and $36 million is expected to be incurred in 2022.

• For payments at the Gramalote Project of $2 million for the Company's share of development costs all of which is expected to be incurred in 2021.

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B2GOLD CORP. MINING INTERESTS SCHEDULE (NOTE 17) For the three months ended March 31, 2021

(All tabular amounts are in thousands of United States dollars) (Unaudited)

Cost Balance at Dec. 31, 2020 Additions Disposals Reclass / Mine restoration movements Balance at Mar. 31, 2021 $ $ $ $ $ Property, plant and equipment (depletable) Fekola 1,516,134 20,402 (2,624) (3,469) 1,530,443 Masbate 1,046,577 6,744 — (6,344) 1,046,977 Otjikoto 696,956 18,322 (58) (2,658) 712,562 3,259,667 45,468 (2,682) (12,471) 3,289,982 Exploration & evaluation properties (pre-depletable) Gramalote 95,435 3,552 — — 98,987 Kiaka 80,927 1,482 — — 82,409 Anaconda Regional 28,991 1,239 — — 30,230 Ondundu 10,701 60 — — 10,761 Mocoa Royalty 10,230 — — — 10,230 Finland 9,034 174 — — 9,208 Bantako Nord 6,191 1,422 — — 7,613 Uzbekistan 4,131 664 — — 4,795 Other 6,688 413 — (4,894) 2,207 252,328 9,006 — (4,894) 256,440 Corporate Office, furniture & equipment 28,394 2,440 — — 30,834 3,540,389 56,914 (2,682) (17,365) 3,577,256 Investments in associates (accounted for using the equity method) Calibre 76,235 5,066 — — 81,301 3,616,624 61,980 (2,682) (17,365) 3,658,557	Accumulated depreciation Balance at Dec. 31, 2020 Depreciation Disposals Balance at Mar. 31, 2021 $ $ $ $ (416,559) (39,584) 526 (455,617) (361,438) (22,608) — (384,046) (371,138) (10,122) 49 (381,211) (1,149,135) (72,314) 575 (1,220,874) — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — (4,234) (547) — (4,781) (1,153,369) (72,861) 575 (1,225,655) — — — — (1,153,369) (72,861) 575 (1,225,655)	Net carrying value
		Balance at Mar. 31, 2021 Balance at Dec. 31, 2020 $ $
		1,074,826 1,099,575 662,931 685,139 331,351 325,818
		2,069,108 2,110,532
		98,987 95,435 82,409 80,927 30,230 28,991 10,761 10,701 10,230 10,230 9,208 9,034 7,613 6,191 4,795 4,131 2,207 6,688
		256,440 252,328
		26,053 24,160
		2,351,601 2,387,020
		81,301 76,235
		2,432,902 2,463,255

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B2GOLD CORP. MINING INTERESTS SCHEDULE (NOTE 17) For the year ended December 31, 2020

(All tabular amounts are in thousands of United States dollars) (Unaudited)

Cost Balance at Dec. 31, 2019 Additions Disposals / write-offs Reclass / impairment reversal / Mine restoration movements Balance at Dec. 31, 2020 $ $ $ $ $ Property, plant and equipment (depletable) Fekola 1,322,865 192,924 (7,271) 7,616 1,516,134 Masbate 815,418 42,559 (629) 189,229 1,046,577 Otjikoto 638,664 73,605 (20,016) 4,703 696,956 2,776,947 309,088 (27,916) 201,548 3,259,667 Exploration & evaluation properties (pre-depletable) Gramalote — 7,903 — 87,532 95,435 Kiaka 76,807 4,120 — — 80,927 Anaconda Regional 25,450 3,541 — — 28,991 Ondundu 9,778 923 — — 10,701 Mocoa Royalty 10,230 — — — 10,230 Finland 6,697 2,337 — — 9,034 Bantako Nord 1,689 4,502 — — 6,191 Uzbekistan 2,164 1,967 — — 4,131 Other 12,157 5,884 (11,353) — 6,688 144,972 31,177 (11,353) 87,532 252,328 Corporate Office, furniture & equipment 4,971 23,423 — — 28,394 2,926,890 363,688 (39,269) 289,080 3,540,389 Investments in joint ventures and associates (accounted for using the equity method) Gramalote 77,265 13,124 — (90,389) — Calibre 53,471 22,764 — — 76,235 130,736 35,888 — (90,389) 76,235 3,057,626 399,576 (39,269) 198,691 3,616,624	Accumulated depreciation Balance at Dec. 31, 2019 Depreciation Disposals/ write-offs Balance at Dec. 31, 2020 $ $ $ $ (258,580) (164,898) 6,919 (416,559) (295,616) (66,347) 525 (361,438) (323,152) (67,304) 19,318 (371,138) (877,348) (298,549) 26,762 (1,149,135) — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — (2,811) (1,423) — (4,234) (880,159) (299,972) 26,762 (1,153,369) — — — — — — — — — — — — (880,159) (299,972) 26,762 (1,153,369)	Net carrying value
		Balance at Dec. 31, 2020 Balance at Dec. 31, 2019 $ $
		1,099,575 1,064,285 685,139 519,802 325,818 315,512
		2,110,532 1,899,599
		95,435 — 80,927 76,807 28,991 25,450 10,701 9,778 10,230 10,230 9,034 6,697 6,191 1,689 4,131 2,164 6,688 12,157
		252,328 144,972
		24,160 2,160
		2,387,020 2,046,731
		— 77,265 76,235 53,471
		76,235 130,736
		2,463,255 2,177,467

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