News Release
B2Gold Corp. Launches Private Offering of US$225 Million of Convertible Senior Subordinated Notes

Vancouver, August 19, 2013 – B2Gold Corp. (TSX: BTO, NYSE MKT: BTG, NSX: B2G) (“B2Gold” or the “Company”) announced today that it is offering US$225 million aggregate principal amount of convertible senior subordinated notes due 2018 (the "Notes") to "qualified institutional buyers" in accordance with the Rule 144A under the U.S. Securities Act of 1933, as amended (the “Securities Act”). The Company intends to use the net proceeds from the sale of the Notes for general corporate purposes.

B2Gold expects to grant the initial purchasers of the Notes a 30-day option to purchase up to an additional US$33.75 million aggregate principal amount of Notes to cover over-allotments, if any.

The Notes will bear cash interest payable semi-annually in arrears at a fixed rate and be convertible by holders under certain circumstances. B2Gold currently expects that upon conversion, B2Gold may elect to settle the Notes by paying or delivering, as the case may be, B2Gold common shares (“shares”) or, subject to the satisfaction of certain conditions, cash or a combination of cash and shares.

The Notes, and the shares into which the Notes are convertible, have not been and will not be registered under the Securities Act or qualified by a prospectus in Canada. The Notes and the shares may not be offered or sold in the United States absent registration under the Securities Act or an applicable exemption from registration under the Securities Act. Offers and sales in Canada will be made only pursuant to exemptions from the prospectus requirements of applicable Canadian provincial securities laws.

This news release is neither an offer to sell nor the solicitation of an offer to buy the Notes or any other securities and shall not constitute an offer to sell or solicitation of an offer to buy, or a sale of, the Notes or any other securities in any jurisdiction in which such offer, solicitation or sale is unlawful.

ON BEHALF OF B2GOLD CORP.

“Clive T. Johnson”
President and Chief Executive Officer

For more information on B2Gold, please contact:

Ian MacLean
Vice President, Investor Relations 604-681-8371

Shaun Johnson
Investor Relations Associate 604-681-8371