B2Gold adopts advance notice policy

2014-05-16 15:14 ET - News Release

Mr. Clive Johnson reports

B2GOLD ANNOUNCES MEETING DATE AND RECORD DATE AND APPROVAL OF ADVANCE NOTICE POLICY

B2Gold Corp. will hold its annual and special meeting of shareholders on June 13, 2014. The record date for determining those shareholders entitled to vote at the meeting has been set as the close of business on May 8, 2014.

B2Gold also announced today the approval by its board of directors of an advance notice policy on April 22, 2014. The policy requires, among other things, advance notice to the company in circumstances where nominations of persons for election to the board of directors are made by shareholders of the company other than pursuant to: (i) a proposal made in accordance with division 7 of the Business Corporations Act (British Columbia); or (ii) a requisition of the shareholders made in accordance with Section 167 of the act.

The policy fixes a time by which holders of record of common shares of B2Gold must submit director nominations to the secretary of the company prior to any annual or special meeting of shareholders, and sets forth the specific information that a shareholder must include in the written notice to the secretary of the company for an effective nomination to be made. No person will be eligible for election as a director of the company unless nominated in accordance with the provisions of the policy.

In the case of an annual meeting of shareholders, notice to the company must be made not less than 30 nor more than 65 days prior to the date of the annual meeting; provided however, that in the event that the annual meeting is to be held on a date that is less than 50 days after the date on which the first public announcement of the date of the annual meeting was made, notice may be given not later than the close of business on the 10th day following such public announcement.

In the case of a special meeting of shareholders (which is not also an annual meeting), notice to the company must be given not later than the close of business on the 15th day following the day on which the first public announcement of the date of the special meeting was given by the company.

The policy is effective, and in full force and effect as of the date it was approved by the board of directors. In accordance with the terms of the policy, the policy will be put to shareholders of the company for their approval at the meeting, and if the policy is not confirmed at the meeting by ordinary resolution of shareholders, the policy will terminate, and be of no further force and effect following the termination of the meeting.

For purposes of the meeting, in accordance with the terms of the policy, the board of directors has determined that notice of nominations of persons for election must be received by the company in compliance with the policy no later than the close of business on May 26, 2014.