0001062993-13-004414 Sample Contracts

B2GOLD CORP. AND U.S. Bank National Association, as Trustee INDENTURE Dated as of August 23, 2013 3.25% Convertible Senior Subordinated Notes due 2018
Indenture • August 23rd, 2013 • B2gold Corp • Gold and silver ores • New York

INDENTURE dated as of August 23, 2013 between B2Gold Corp., a company amalgamated under the laws of British Columbia, Canada, as issuer (the “Company”, as more fully set forth in Section 1.01) and U.S. Bank National Association, a national banking association, as trustee (the “Trustee”, as more fully set forth in Section 1.01).

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B2GOLD CORP. Purchase Agreement
Purchase Agreement • August 23rd, 2013 • B2gold Corp • Gold and silver ores • New York

As Representatives of the several Initial Purchasers listed in Schedule 1 hereto c/o J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179

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