B2Gold Corp. (TSX:BTO)(NYSE MKT:BTG)(NAMIBIAN:B2G) announced today the closing of its previously announced offering of US$225 million aggregate principal amount of its 3.25% convertible senior subordinated notes due October 1, 2018 to “qualified institutional buyers” in accordance with Rule 144A under the U.S. Securities Act of 1933, as amended. The initial purchasers for the offering exercised in full their option to purchase up to an additional US$33.75 million aggregate principal amount of Notes to cover over-allotments on August 20, 2013, bringing the total amount of the Notes issued today to US$258.75 million.

The initial conversion rate for the Notes is 254.2912 common shares of B2Gold per US$1,000 principal amount of Notes, equivalent to an initial conversion price of approximately US$3.93 per common share. The Company intends to use the net proceeds from the sale of the Notes for general corporate purposes.

The Notes, and the common 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 common 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 were made only pursuant to exemptions from the prospectus requirements of applicable Canadian provincial securities laws.