B2Gold Corp.: Exhibit 4-1 - Filed by newsfilecorp.com






B2GOLD CORP. 

RESTRICTED SHARE UNIT PLAN 
(AMENDED) 

 

	1. 	
      GENERAL




	1.1. 	
      Purpose



The B2Gold Corp. Restricted Share Unit
Plan has been established to provide a greater alignment of interests between
Designated Participants and shareholders of the Company, and to provide a
compensation mechanism for Designated Participants that appropriately reflects
the responsibility, commitment and risk accompanying their management roles. The
Plan is also intended to assist the Company to attract and retain Designated
Participants with experience and ability, and to allow Designated Participants
to participate in the success of the Company. This Plan, effective May 8, 2018,
amends the Restricted Share Unit Plan adopted on May 6, 2011, as amended on May
14, 2014 and May 7, 2015 (the “Effective Date”), respectively. 

	2. 	
      INTERPRETATION




	2.1. 	
      Definitions



In this Plan, the following terms shall
have the following meanings: 

“Acquirer” has the meaning
ascribed thereto in Section 6.3(a); 

“Affiliate” has the meaning
ascribed thereto in the TSX Company Manual; 

“Applicable Law” means any
applicable provision of law, domestic or foreign, including, without limitation,
applicable securities legislation, together with all regulations, rules, policy
statements, rulings, notices, orders or other instruments promulgated
thereunder, and the TSX Rules; 

“Associate” means an associate
as defined in the Securities Act (Ontario); 

“Beneficiary” means any person
designated by a Designated Participant by written instrument filed with the
Committee to receive any amount payable in respect of Restricted Share Units in
the event of the Designated Participant’s death or, failing any such effective
designation, the Designated Participant’s estate; 

“Blackout Period” means, in
respect of a Designated Participant, an interval of time during which the
Company has determined pursuant to applicable securities laws or any policy of
the Company that no Designated Participant may trade any securities of the
Company; 

“Board” means the Board of
Directors of the Company; 

“Cause” means any act, omission or course of
conduct recognized as cause for dismissal under Applicable Law, including,
without limitation, embezzlement, theft, fraud, wilful failure to follow any lawful directive of the Company and wilful misconduct
detrimental to the interests of the Company; 




2

“Change of Control” means: 

	 	(a) 	
      the acquisition, directly or indirectly, by any person or
      group of persons acting jointly or in concert, as such terms are defined
      in the Securities Act (British Columbia), of common shares of the
      Company which, when added to all other common shares of the Company at the
      time held directly or indirectly by such person or persons acting jointly
      or in concert, constitutes for the first time in the aggregate 20% or more
      of the outstanding common shares of the Company; or

	 	 	 
	 	(b) 	
      the removal, by extraordinary resolution of the
      shareholders of the Company, of more than 50% of the then incumbent
      members of the Board, or the election of a majority of the directors
      comprising the Board who were not nominated by the Company’s incumbent
      Board at the time immediately preceding such election; or

	 	 	 
	 	(c) 	
      consummation of a sale of all or substantially all of the
      assets of the Company; or

	 	 	 
	 	(d) 	
      the consummation of a reorganization, plan of
      arrangement, merger or other transaction which has substantially the same
      effect as (a) to (c) above.



“Change of Control Date”
means the date on which any Change of Control becomes effective; 

“Committee” means Compensation
Committee of the Board, or such other committee or persons (including the Board)
as may be designated from time to time to administer the Plan; 

“Common Share” means a common
share of the Company eligible to be voted at a meeting of shareholders of the
Company; 

“Company” means B2Gold Corp. and
its successors; 

“Control”, when applied to the
relationship between a Person and a company, means: 

	 	(a) 	
      the beneficial ownership by that Person and its Related
      Entities at the relevant time of securities of that company to which are
      attached more than 50 per cent of the votes that may be cast to elect
      directors, otherwise than by way of security only; and

	 	 	 
	 	(b) 	
      the votes carried by such securities being entitled, if
      exercised, to elect a majority of the board of directors of the
      company;



“Designated Participant” means a
director (provided that in respect of Restricted Share Units granted after the
Effective Date only directors that are not Non-Employee Directors shall be
Designated Participants), executive officer or employee of the Company or of a
Related Entity of the Company or a person designated by the Company who provides
services to the Company or a Related Entity of the Company, that is eligible to
receive Restricted Share Units pursuant to Form S-8 (or any successor form)
under the U.S. Securities Act of 1933, as amended, to whom Restricted Share
Units are granted pursuant to Section 4.1 and the Permitted Assigns of each such
director, executive officer, employee or person designated by the Company; 




3 

“Disability” means any
disability with respect to a Designated Participant, which the Board, in its
sole and unfettered discretion, considers likely to prevent permanently the
Designated Participant from: 

	 	(a) 	
      being employed or engaged by the Company, its
      Subsidiaries or another employer, in a position the same as or similar to
      that in which he was last employed or engaged by the Company or its
      Subsidiaries;

	 	 	 
	 	(b) 	
      acting as a director or officer of the Company or its
      Subsidiaries; or

	 	 	 
	 	(c) 	
      engaging in any substantial gainful activity by reason of
      any medically determinable mental or physical
impairment;



“Good Reason” means “Good
Reason” or “Good Cause” as defined in the employment agreement, if any, between
the relevant Designated Participant and the Company or a Subsidiary of the
Company and, if there is no such definition or agreement, “Good Reason” will
arise within 12 months following a Change of Control where the Designated
Participant was induced by the actions of the employer to resign or terminate
his employment, other than on a purely voluntary basis, as a result of the
occurrence of one or more of the following events without the Designated
Participant’s written consent, provided that such resignation shall only be
designated as for “Good Reason” if the Designated Participant has provided 10
days’ written notice of such occurrence to the employer immediately upon
occurrence of such an event and the employer has not corrected such occurrence
within such 10-day period: 

	 	(a) 	
      a materially adverse change in the Designated
      Participant’s position, duties, or responsibilities other than as a result
      of the Designated Participant’s physical or mental incapacity which
      impairs the Designated Participant’s ability to materially perform the
      Designated Participant’s duties or responsibilities as confirmed by a
      physician;

	 	 	 
	 	(b) 	
      a materially adverse change in the Designated
      Participant’s reporting relationship that is inconsistent with the
      Designated Participant’s title or position;

	 	 	 
	 	(c) 	
      a reduction by the employer of the base salary of the
      Designated Participant;

	 	 	 
	 	(d) 	
      a reduction by the employer in the aggregate level of
      benefits made available to the Designated Participant; or

	 	 	 
	 	(e) 	
      the relocation by the employer of the Designated
      Participant’s principal office to a location that is more than 50
      kilometres from the Designated Participant’s existing principal
    office;



“Grant Date” means with respect
to particular Restricted Share Units, the date a Participant received a grant of
such Restricted Share Units; 

“Grant Notice” means with respect to
  particular Restricted Share Units, a notice substantially in the form of
  Schedule A and containing such other terms and conditions relating to the grant
  of such Restricted Share Units as the Committee may prescribe; 

“Insider”
  means: 

	 	(a) 	
      an insider as defined in the Securities Act (Ontario)
      other than a person who is an insider solely by virtue of being a director
      or senior officer of a Subsidiary; and

	 	 	 
	 	(b) 	
      an Associate of any person who is an insider under
subsection (i);







4 


“Market Value” of a Vested
Restricted Share Unit or a Common Share on any date means the volume weighted
average trading price of the Common Shares on the TSX (or any other stock
exchange on which the majority of the volume of trading of the Common Shares has
occurred over the relevant period) over the five Trading Days immediately
preceding such date; provided, however, if the Common Shares are not listed and
posted for trading on any stock exchange at the time such calculation is to be
made, the Market Value per Common Share shall be the market value of a Common
Share as determined by the Committee acting in good faith, or in the absence of
the Committee, by the Board acting in good faith; 

“NI 45-106” means National
Instrument 45-106 Prospectus and Registration Exemptions of the Canadian
Securities Administrators; 

“Non-Employee Director” means
any director of the Company or any of its associated, affiliated, controlled or
subsidiary companies who does not have an employment or consulting agreement
with the Company or one of its associated, affiliated, controlled or subsidiary
companies; 

“Permitted Assign” means
permitted assigns within the meaning ascribed thereto in Section 2.22 of NI
45-106, that are permitted under Form S-8 (or any successor form) under the U.S.
Securities Act of 1933, as amended; 

“Person” includes an individual,
a corporation, a partnership, a trust, an unincorporated organization, the
government of a country or any political subdivision thereof, or any agency or
department of any such government; 

“Plan” means this Restricted
Share Unit Plan, including any schedules or appendices hereto, all as amended,
restated, supplemented or otherwise modified from time to time;

 “Redemption
  Date” for a Vested Restricted Share Unit means the date that is 2 business
  days following the Vesting Date; 

“Related Entity” means, for the
Company, a Person that controls or is controlled by the Company including, for
greater certainty, its Subsidiaries, or that is controlled by the same Person
that controls the Company; 

“Restricted Share Unit” means a
right granted to a Designated Participant to receive payment in the form of
Common Shares in accordance with the provisions of the Plan; 

“Restricted Share Unit Account”
has the meaning ascribed thereto in Section 4.7; 

“Retirement” means the
retirement of the Designated Participant from employment with the Company or a
Related Entity of the Company, and “retires” shall have a corresponding meaning.
The determination of whether a Designated Participant has retired shall be at
the sole discretion of the Committee; 

“security based compensation
arrangement” shall have the meaning ascribed to that term in the TSX Rules;


“Subsidiary” means any
corporation or company of which outstanding securities to which are attached
more than 50 per cent of the votes that may be cast to elect directors thereof
are held (provided that such votes are
sufficient to elect a majority of such directors), other than by way of security
only, by or for the benefit of the Company and/or by or for the benefit of any
other corporation or company in like relation to the Company, and includes any
corporation or company in like relation to a Subsidiary; 




5 

“Trading Day” means any day on
which the TSX (or any other stock exchange on which the majority of the volume
of trading of Common Shares occurs on the relevant day) is open for the trading
of the Common Shares; 

“TSX” means the Toronto Stock Exchange; 

“TSX Rules” means the applicable
rules and regulations of the TSX; 

“Vested Restricted Share Units”
has the meaning ascribed thereto in Sections 5.1 and 5.2; and 

“Vesting Date” means each date
on which Restricted Share Units granted to a Designated Participant, and any
dividend equivalent Restricted Share Units in respect of such Restricted Share
Units, shall vest as determined by the Committee, in its sole discretion, in
connection with such grant, or as set out in the Grant Notice relating to such
grant.

	2.2. 	
      Number and Gender



This Plan shall be read with all
changes in number and gender required by the context. 

	2.3. 	
      Severability



If any provision of the Plan is
determined to be void or unenforceable in whole or in part, such determination
shall not affect the validity or enforcement of any other provision or part of
any provision thereof. 

	2.4. 	
      Headings, Sections,
Schedules



Headings used in the Plan are for
reference purposes only and do not limit or extend the meaning of the provisions
of the Plan. A reference to a Section or Schedule shall, except where expressly
stated otherwise, mean a Section or Schedule of the Plan, as applicable. 

	2.5. 	
      References to Statutes,
etc.



Any reference to a statute, regulation,
rule, instrument or policy statement shall refer to such statute, regulation,
rule, instrument or policy statement as it may be amended, replaced or
re-enacted from time to time. 

	2.6. 	
      Currency



Unless the context otherwise requires
or the Committee determines otherwise, all references in the Plan to currency
shall be to lawful money of Canada. 






6 

	3. 	
      ADMINISTRATION




	3.1. 	
      Administration of the
Plan



Except for matters that are under the
jurisdiction of the Board as specified under the Plan, and subject to Applicable
Law, this Plan will be administered by the Committee and the Committee has sole
and complete authority, in its discretion, to: 

	 	(a) 	
      establish, amend and rescind such rules and regulations,
      and make such interpretations and determinations and take such other
      actions, as it deems necessary or desirable for the administration of the
      Plan;

	 	 	 
	 	(b) 	
      exercise rights reserved to the Company under the
      Plan;

	 	 	 
	 	(c) 	
      determine vesting terms and conditions for Restricted
      Share Units granted under the Plan; and

	 	 	 
	 	(d) 	
      make all other determinations and take all other actions
      as it considers necessary or advisable for the implementation and
      administration of the Plan.



Any interpretation and determination
made, and other action taken, by the Committee shall be conclusive and binding
on all parties concerned, including, without limitation, the Company and
Designated Participants and, if applicable, their Beneficiaries and legal
representatives. 

	3.2. 	
      Eligibility



Any individual who at the relevant time
is a Designated Participant is eligible to participate in the Plan. The Company
reserves the right to restrict the eligibility or otherwise limit the number of
persons eligible for participation in the Plan at any time. Eligibility to
participate does not confer upon any individual a right to receive an award of
Restricted Share Units pursuant to the Plan. 

	3.3. 	
      Taxes and Other Source
Deductions



As a condition of and prior to
participation in the Plan, each Designated Participant authorizes the Company to
withhold from any amount otherwise payable to him or her any amounts required by
any taxing authority to be withheld for taxes of any kind as a consequence of
his or her participation in the Plan. The Company shall also have the right in
its sole discretion to satisfy any such liability for withholding or other
required deduction amounts by requiring the Designated Participant to complete a
sale in respect of such number of Common Shares, which have been issued and
would otherwise be delivered to the Designated Participant under the Plan, and
any amount payable from such sale will first be paid to the Company to satisfy
any liability for withholding. The Company may require a Designated Participant,
as a condition of participation in the Plan, to pay or reimburse the Company for
any cost incurred by the Company as a result of the participation by the
Designated Participant in the Plan.

Each Designated Participant or any
Beneficiary, as the case may be, is solely responsible and liable for the
satisfaction of all taxes and penalties that may be imposed on or for the
account of such Designated Participant in connection with the Plan (including
any taxes and penalties under any Applicable Law), and neither the Company nor
any Affiliate shall have any obligation to indemnify or otherwise hold such
Designated Participant or Beneficiary harmless from any or all of such taxes or
penalties.

	3.4. 	
      Exemption from Plan
Participation



Notwithstanding any other provision of
the Plan, if a Designated Participant is a resident in a jurisdiction in which
an award of Restricted Share Units under the Plan may be considered to be income that is subject to taxation at the time of such award,
the Designated Participant may elect not to participate in the Plan by providing
written notice to the Secretary of the Company by the end of the calendar year
prior to the year in which the affected compensation will be earned.




7

	3.5. 	
      Appointment of
Beneficiaries



Subject to the requirements of
Applicable Law, a Designated Participant may designate in writing a Beneficiary
to receive any benefits that are payable under the Plan upon the death of such
Designated Participant and, from time to time, change such designation in
writing. Such designation or change shall be in such form, and executed and
delivered in such manner, as the Committee may from time to time determine. 

	3.6. 	
      Total Common Shares Subject to Restricted Share
      Units




	 	(a) 	
      The aggregate number of Common Shares that may be issued
      pursuant to the Plan shall be, subject to Sections 4.6 and 8, 20,000,000
      and no Restricted Share Unit may be granted if such grant would have the
      effect of causing the total number of Common Shares potentially issuable
      in respect of Restricted Share Units to exceed the above number of Common
      Shares reserved for issuance under the Plan.

	 	 	 
	 	(b) 	
      To the extent Restricted Share Units are cancelled, the
      Common Shares subject to such Restricted Share Units shall be added back
      to the number of Common Shares reserved for issuance under the Plan and
      such Common Shares will again become available for Restricted Share Unit
      grants under the Plan.




	4. 	
      RESTRICTED SHARE UNIT
GRANTS




	4.1. 	
      Grants of Restricted Share
Units



Subject to the provisions of the Plan
and such other terms and conditions as the Committee or the Board may prescribe,
the Committee may, from time to time, grant Restricted Share Units to such
Designated Participant as may be determined by the Committee in its sole
discretion with effect from such dates as the Committee may specify. 

	4.2. 	
      Vesting Provisions




	 	(a) 	
      Subject to Section 4.2(b), the Committee shall, in its
      sole discretion, determine the Vesting Dates and the proportion of
      Restricted Share Units to vest on each such Vesting Date applicable to
      each grant of Restricted Share Units at the time of such grant and shall
      specify such Vesting Dates in the Grant Notice relating to such
    grant.

	 	 	 
	 	(b) 	
      Notwithstanding Section 4.2(a) above, unless otherwise
      specified herein or determined by the
Committee:




	 	(i) 	
      Restricted Share Units granted to a Designated
      Participant under Section 4.1 shall vest, as to one-third (1/3) of the
      number of such Restricted Share Units, on each of the first, second and
      third anniversaries of the Grant Date, provided, however, in
      respect of Restricted Share Units granted after June 8, 2018 (being the
      date of the annual general and special meeting of the shareholders of the
      Company held to approve this Plan), such vesting period shall be the
      minimum periods permitted for all Restricted Share Unit grants and the
      Committee shall not be permitted to reduce any such vesting period;
    and

	 	 	 
	 	(ii) 	
      Dividend equivalent Restricted Share Units received by a
      Designated Participant under Section 4.5 shall vest with the Restricted
      Share Units in respect of which they were credited to the Designated
Participant’s Restricted Share Unit Account.







8 


	4.3. 	
      Grant Notice



Each grant of Restricted Share Units
will be evidenced by a Grant Notice. The Grant Notice will be subject to the
applicable provisions of this Plan and will contain such provisions as are
required by this Plan and any other provisions that the Committee may direct.
Any one officer of the Company is authorized and empowered to execute and
deliver, for and on behalf of the Company, a Grant Notice to each Designated
Participant. 

	4.4. 	
      No Certificates



No certificates shall be issued with
respect to Restricted Share Units. 

	4.5. 	
      Dividend Equivalent Restricted Share
  Units



Whenever a dividend is paid on the
Common Shares, additional Restricted Share Units will be credited to a
Designated Participant’s Restricted Share Unit Account in accordance with this
Section 4.5. The number of such additional Restricted Share Units to be so
credited will be calculated by dividing the dividend that would have been paid
to such Designated Participant if the Restricted Share Units recorded in the
Designated Participant’s Restricted Share Unit Account as at the record date for
the dividend had been Common Shares, whether or not vested, by the Market Value
on the Trading Day immediately preceding the date on which the Common Shares
began to trade on an ex-dividend basis, rounded down to the next whole number of
Restricted Share Units. No fractional Restricted Share Units will thereby be
created. The foregoing does not obligate the Company to pay dividends on Common
Shares and nothing in this Plan shall be interpreted as creating such an
obligation. 

	4.6. 	
      Maximum Securities



Notwithstanding Section 3.6: 

	 	(a) 	
      the number of securities issuable to Insiders, at any
      time, under all security based compensation arrangements of the Company
      pursuant to which Common Shares may be issued including, without
      limitation, this Plan, shall not exceed 8.0% of the issued and outstanding
      Common Shares calculated on a non-diluted basis; and

	 	 	 
	 	(b) 	
      the number of securities issued to Insiders, within any
      one year period, under all security based compensation arrangements of the
      Company pursuant to which Common Shares may be issued including, without
      limitation, this Plan, shall not exceed 8.0% of the issued and outstanding
      Common Shares calculated on a non-diluted
basis.




	4.7. 	
      Restricted Share Unit
Account



An account, to be known as a
“Restricted Share Unit Account”, shall be maintained by the Company for
each Designated Participant and shall be credited from time to time with such
Restricted Share Units as are granted to the Designated Participant and any
dividend equivalent Restricted Share Units credited in respect of such
Restricted Share Units. 




9 

	4.8. 	
      Statement of Account



The Company shall mail to each
Designated Participant to whom Restricted Share Units have been granted, on an
annual basis, a statement reflecting the status of the Restricted Share Unit
Account maintained for such Designated Participant. 

	4.9. 	
      Cancellation of Restricted Share Units that Fail to
      Vest or Are Redeemed



Restricted Share Units that fail to
vest in accordance with Section 5 of the Plan, or that are redeemed in
accordance with Section 6 of the Plan, shall be cancelled and shall cease to be
recorded in the Restricted Share Unit Account of the relevant Designated
Participant as of the date on which such Restricted Share Units fail to vest or
are redeemed, as the case may be, and the Designated Participant will have no
further right, title or interest in or to such Restricted Share Units. 

	5. 	
      VESTING OF RESTRICTED SHARE
UNITS




	5.1. 	
      Vesting



Subject to Sections 6.2 and 6.3,
Restricted Share Units and any dividend equivalent Restricted Share Units in
respect of such Restricted Share Units, shall vest on the earliest of: 

	 	(a) 	
      the Vesting Date;

	 	 	 
	 	(b) 	
      the Change of Control Date; or

	 	 	 
	 	(c) 	
      such date as the Committee may determine in accordance
      with the provisions of this Section 5,



and such Restricted Share Units shall
be considered “Vested Restricted Share Units”. 

	5.2. 	
      Vesting on Death, Retirement, Disability or
      Termination without Cause



If a Designated Participant dies,
retires, suffers a Disability or is terminated without Cause prior to a Vesting
Date, the Committee may determine, in its sole discretion, whether or not any or
all of the Restricted Share Units and any dividend equivalent Restricted Share
Units in respect of such Restricted Share Units, shall otherwise be considered
to have vested and the date on which the Committee determines that some or all
of the Designated Participant’s Restricted Share Units have vested shall be
considered to be the Vesting Date for such Restricted Share Units that have so
vested and such Restricted Share Units shall be considered “Vested Restricted
Share Units”. 

	5.3. 	
      Acknowledgement of Grant



A Designated Participant shall deliver
to the Company the completed Grant Notice acknowledging the grant of Restricted
Share Units within 90 days after the date on which the Designated Participant
receives the Grant Notice from the Company. If the Grant Notice is not delivered
by the Designated Participant within such period, the Committee reserves the
right to revoke the grant of such Restricted Share Units to the Designated
Participant and the crediting of such Restricted Share Units to the Designated
Participant’s Restricted Share Unit Account. 




10 

	6. 	
      REDEMPTION OF RESTRICTED SHARE
  UNITS




	6.1. 	
      Redemption of Vested Restricted Share
  Units



Subject to the remaining provisions of
this Section 6, on the Redemption Date for each Vested Restricted Share Unit,
the Company shall redeem all such Vested Restricted Share Units by issuing a
share certificate in the name of the Designated Participant evidencing the
Common Shares issued to the Designated Participant in respect of the Vested
Restricted Share Units, each Vested Restricted Share Unit being redeemed for one
Common Share. 

	6.2. 	
      Cessation of Employment



If the employment of a Designated
Participant ceases prior to the Vesting Date, Restricted Share Units and the
dividend equivalent Restricted Share Units in respect of such Restricted Share
Units shall be dealt with as follows: 

	 	(a) 	
      if a Designated Participant’s Restricted Share Units have
      not vested pursuant to Section 5.2, and the Designated Participant’s
      employment ceases because of the death, retirement or Disability of the
      Designated Participant, a pro-rata portion of the Designated
      Participant’s Restricted Share Units (and any dividend equivalent
      Restricted Share Units credited in respect thereof) that are scheduled to
      vest on the next scheduled Vesting Date set forth in the Grant Notice for
      such Restricted Share Units shall vest, based on the number of days since
      the Grant Date to the date of death, retirement or Disability in relation
      to the total number of days from the Grant Date to such Vesting Date, and
      such Restricted Share Units shall be redeemed and certificates shall be
      issued to the Designated Participant or the Designated Participant’s
      Beneficiary or estate in accordance with Section 6.1 on the next scheduled
      Vesting Date set forth in the Grant Notice;

	 	 	 
	 	(b) 	
      if the Designated Participant’s employment ceases because
      of termination for Cause or because of the resignation of the Designated
      Participant other than for Good Reason, all Restricted Share Units (and
      any dividend equivalent Restricted Share Units credited in respect
      thereof), whether or not vested, shall immediately expire and the
      Designated Participant shall have no further rights respecting such
      Restricted Share Units (and dividend equivalent Restricted Share
      Units);

	 	 	 
	 	(c) 	
      if a Designated Participant’s Restricted Share Units have
      not vested pursuant to Section 5.2, and the Designated Participant’s
      employment ceases because of termination without Cause or resignation for
      Good Reason, a pro-rata portion of the Designated Participant’s
      Restricted Share Units (and any dividend equivalent Restricted Share
      Units) that are scheduled to vest on the next scheduled Vesting Date set
      forth in the Grant Notice shall vest, based on the number of days since
      the Grant Date to the date of such termination or resignation in relation
      to the total number of days from the Grant Date to such Vesting Date, and
      such Restricted Share Units shall be redeemed and certificates shall be
      issued to the Designated Participant in accordance with Section 6.1 on the
      next scheduled Vesting Date set forth in the Grant Notice; and

	 	 	 
	 	(d) 	
      the date of cessation of a Designated Participant’s
      employment shall be the Designated Participant’s last day of active
      employment and shall not include any period of statutory, contractual or
      reasonable notice or any period of deemed
employment.







11 

	6.3. 	
      Change of Control




	 	(a) 	
      In the event of a Change of Control where the Person that
      acquires Control (the “Acquirer”), an Affiliate thereof, or the
      successor of the Company, agrees to assume all of the obligations of the
      Company under the Plan and the Committee determines that such assumption
      is consistent with the objectives of the Plan, the Plan and all
      outstanding awards will continue on the same terms and conditions, except
      that, if applicable, Restricted Share Units may be adjusted to a right to
      acquire shares of the Acquirer or its Affiliate.

	 	 	 
	 	(b) 	
      In the event of a Change of Control where the Plan is
      continued pursuant to Section 6.3(a), the Restricted Share Units of
      Designated Participants whose employment thereafter ceases for any reason
      other than resignation without Good Reason or termination for Cause shall
      immediately be deemed to be Vested Restricted Share Units and the Company
      shall, at its option, redeem all such Vested Restricted Share Units
    by:




	 	(i) 	
      issuing a share certificate in the name of the Designated
      Participant evidencing the Common Shares issued to the Designated
      Participant in respect of the Vested Restricted Share Units, each Vested
      Restricted Share Unit being redeemed for one Common Share and the Vesting
      Date of such Restricted Share Units shall be the date of the termination
      of employment; or

	 	 	 
	 	(ii) 	
      paying to such Designated Participant a cash amount equal
      to the Market Value of such Vested Restricted Share Units as of the date
      of termination.




	 	(c) 	
      In the event of a Change of Control where the Acquiror or
      an Affiliate thereof or the successor to the Company does not agree to
      assume all of the obligations of the Company under the Plan, or the
      Committee determines that such assumption is not consistent with the
      objectives of the Plan, all unvested Restricted Share Units held by each
      Designated Participant shall immediately be deemed to be Vested Restricted
      Share Units and the Company shall, at its option, redeem all such Vested
      Restricted Share Units:




	 	(i) 	
      by issuing a share certificate in the name of the
      Designated Participant evidencing the Common Shares issued to the
      Designated Participant in respect of the Vested Restricted Share Units,
      each Vested Restricted Share Unit being redeemed for one Common Share and
      the Vesting Date of such Restricted Share Units shall be the Change of
      Control Date; or

	 	 	 
	 	(ii) 	
      paying to each Designated Participant a cash amount equal
      to the Market Value of such Vested Restricted Share Units as of the Change
      of Control Date.



Notwithstanding the foregoing, the
Committee may terminate all or part of the Plan if it determines that it is
appropriate to do so upon a Change of Control and in the event of such
termination, the Plan shall terminate on the Change of Control Date on such
terms and conditions as the Committee may determine. 




12 

	6.4. 	
      No Interest



For greater certainty, no interest
shall be payable to Designated Participants in respect of any amount payable
under the Plan. 

	7. 	
      AMENDMENT OF THE PLAN




	7.1. 	
      Amendment




	 	(a) 	
      Subject to Applicable Law and Sections 7.1(b) and 7.1(c)
      below, the Board may, without notice or shareholder approval, at any time
      or from time to time, amend, suspend or terminate the Plan for any purpose
      which, in the good faith opinion of the Board, may be expedient or
      desirable.

	 	 	 
	 	(b) 	
      Notwithstanding Section 7.1(a), but subject to Section
      7.1(e), the Board shall not materially adversely alter or impair any
      rights of a Designated Participant or materially increase any obligations
      of a Designated Participant with respect to Restricted Share Units
      previously awarded under the Plan without the consent of the Designated
      Participant.

	 	 	 
	 	(c) 	
      Notwithstanding Section 7.1(a), none of the following
      amendments shall be made to this Plan without approval by shareholders by
      ordinary resolution:




	 	(i) 	
      increasing the number of securities issuable under the
      Plan, other than in accordance with the terms of this Plan;

	 	 	 
	 	(ii) 	
      making a change to the class of Designated Participants
      that would have the potential of broadening or increasing participation by
      Insiders, or otherwise adding any Non-Employee Director of the Company to
      the class of Designated Participants;

	 	 	 
	 	(iii) 	
      amending Section 8.6 of the Plan;

	 	 	 
	 	(iv) 	
      permitting awards other than Restricted Share Units to be
      made under this Plan; and

	 	 	 
	 	(v) 	
      deleting or reducing the amendments that require
      shareholders’ approval under this Section
7.1(a).




	 	(d) 	
      Without limiting the generality of the foregoing, the
      Board shall have the power and authority to approve amendments relating to
      the Plan, without obtaining shareholder approval, to the extent that such
      amendment:




	 	(i) 	
      is of a typographical, grammatical, clerical or
      administrative nature or is required to comply with applicable regulatory
      requirements, including the TSX Rules, in place from time to
  time;

	 	 	 
	 	(ii) 	
      is an amendment to the Plan respecting administration of
      the Plan and eligibility for participation under the
  Plan;







13 

	 	(iii) 	
      changes the terms and conditions on which Restricted
      Share Units may be or have been granted pursuant to the Plan, including
      change to the vesting provisions of the Restricted Share Units;

	 	 	 
	 	(iv) 	
      changes the termination provisions of a Restricted Share
      Unit or the Plan; or

	 	 	 
	 	(v) 	
      is an amendment to the Plan of a “housekeeping
      nature”.




	 	(e) 	
      If the Board terminates or suspends the plan, no new
      Restricted Share Units (other than dividend equivalent Restricted Share
      Units) will be credited to the Restricted Share Unit Account of a
      Designated Participant. On termination of the Plan, the vesting of any and
      all Restricted Share Units not then vested will be accelerated and, on a
      date or dates selected by the Board in its discretion, payment in the form
      of Common Shares will be made to the Designated Participant in respect of
      Restricted Share Units.

	 	 	 
	 	(f) 	
      The Board shall not require the consent of any affected
      Designated Participant in connection with the termination of the Plan in
      which the vesting of all Restricted Share Units held by the Designated
      Participant are accelerated and payment is made to the Designated
      Participant in respect of all such Restricted Share Units.

	 	 	 
	 	(g) 	
      The Plan will terminate on the date upon which no further
      Restricted Share Units remain outstanding.




	8. 	
      GENERAL




	8.1. 	
      Adjustments



In the event of any stock dividend,
stock split, combination or exchange of shares, merger, amalgamation,
arrangement or other scheme of reorganization, spin-off or other distribution of
the Company’s assets to shareholders (other than the payment of cash dividends
in the ordinary course), or any other change in the capital of the Company
affecting Common Shares, such adjustments, if any, as the Committee in its
discretion may deem appropriate to preserve proportionately the interests of
Designated Participants under the Plan as a result of such change shall be made
with respect to the number of Restricted Share Units outstanding under the Plan.


	8.2. 	
      Compliance with Laws and Company
  Policies




	 	(a) 	
      The terms of the Plan are subject to any Applicable Laws
      and governmental and regulatory requirements (including the TSX Rules),
      approvals and consents, and the provisions of any applicable policies of
      the Company that may be or become applicable. Without limiting the
      generality of the foregoing, the Company may, in its sole discretion,
      delay the crediting of Restricted Share Units to the accounts of
      Designated Participants and/or the redemption of Restricted Share Units if
      and to the extent it considers necessary or appropriate as a result of any
      Blackout Period.

	 	 	 
	 	(b) 	
      If the Committee determines that the listing,
      registration or qualification of the Common Shares subject to this Plan
      upon any securities exchange or under any provincial, state, federal or
      other Applicable Law, or the consent or approval of any governmental body
      or securities exchange or of the shareholders of the Company is necessary
      or desirable, as a condition of, or in connection with, the crediting of
      Restricted Share Units or the issue of Common Shares hereunder, the
      Company shall be under no obligation to credit Restricted Share Units or
      issue Common Shares hereunder unless and until such
listing, registration, qualification, consent or approval shall have
been affected or obtained free of any conditions not acceptable to the
Committee.  







14 


	8.3. 	
      Designated Participant’s
  Entitlement



Except as otherwise provided in this
Plan, Restricted Share Units previously granted under this Plan, whether or not
then vested, are not affected by any change in the relationship between, or
ownership of, the Company and a Related Entity. For greater certainty, all
Restricted Share Units remain valid in accordance with the terms and conditions
of this Plan and are not affected by reason only that at any time, a Related
Entity ceases to be a Related Entity. 

	8.4. 	
      Reorganization of the
Corporation



The existence of any Restricted Share
Units shall not affect in any way the right or power of the Company or its
shareholders to make or authorize any adjustment, recapitalization,
reorganization or other change in the Company’s capital structure or its
business, or to create or issue any bonds, debentures, shares or other
securities of the Company or to amend or modify the rights and conditions
attaching thereto or to effect the dissolution or liquidation of the Company, or
any amalgamation, combination, merger or consolidation involving the Company or
any sale or transfer of all or any part of its assets or business, or any other
corporate act or proceeding, whether of a similar nature or otherwise. 

	8.5. 	
      Blackout Periods



If a Vested Restricted Share Unit would
otherwise be redeemed during a Blackout Period or within 2 business days after
the date on which the Blackout Period ends, then, notwithstanding any other
provision of the Plan, the Vested Restricted Share Unit shall instead be
redeemed on the date which is the 2nd business day after the date on
which the Blackout Period ends. 

	8.6. 	
      Transferability of Restricted Share
  Units



Rights with respect to Restricted Share
Units shall not be transferable or assignable other than by will or the laws of
descent and distribution.

	8.7. 	
      Successors and Assigns



The Plan shall be binding on the
Company and on Designated Participants and, if applicable, their 

	8.8. 	
      Unfunded and Unsecured
Plan



The Plan is an unfunded obligation of
the Company and the Company will not secure its obligations under the Plan.
Neither the establishment of the Plan nor the grant of Restricted Share Units
(or any action taken in connection therewith) shall be deemed to create a trust.
To the extent any individual holds any rights by virtue of a grant of Restricted
Share Units under the Plan, such rights shall be no greater than the rights of
an unsecured creditor of the Company. 

	8.9. 	
      Market Fluctuations



No amount will be paid to, or in
respect of, a Designated Participant under the Plan to compensate for a downward
fluctuation on the price of Common Shares, nor will any other form of benefit be
conferred upon, or in respect of, a Designated Participant for such purpose. The
Company makes no representations or warranties to the
Designated Participants with the respect to the Plan or the Common Shares
whatsoever. In seeking the benefits of participation in the Plan, a Designated
Participant agrees to accept all risks associate with a decline in the market
price of Common Shares. 




15

	8.10. 	
      Participation is Voluntary; No Additional
      Rights



The Participation of any Designated
Participant in the Plan is entirely voluntary and not obligatory and shall not
be interpreted as conferring upon such Designated Participant any rights or
privileges other than those rights and privileges expressly provided in the
Plan. Nothing in this Plan shall be construed to provide the Designated
Participants with any rights whatsoever to participation or continue
participation in this Plan or to compensation or damages in lieu of
participation, whether upon termination of service as a Designated Participant
or otherwise. Nothing contained in this Plan shall be deemed to give any person
the right to the continuation of employment by the Company or a Related Entity
of the Company or interfere in any way with the right of the Company or a
Related Entity of the Company to terminate such employment at any time or to
increase or decrease the compensation of such person. For greater certainty, a
period of notice, if any, or payment in lieu thereof, upon termination of
employment, wrongful or otherwise, shall not be considered as extending the
period of employment for the purposes of the Plan. The Company does not assume
responsibility for the personal income or other tax consequences for the
Designated Participants and they are advised to consult with their own tax
advisors. 

	8.11. 	
      No Shareholder Rights



No Designated Participant has or is
entitled to obtain, as a result of any entitlement to Restricted Share Units
hereunder, any entitlement to Common Shares or any voting rights, rights to
receive any distribution or any other rights as a shareholder of the Company.


	8.12. 	
      Subject to Law



The Company’s granting of any
Restricted Share Units and its obligation to make any payments in respect
thereof are subject to compliance with Applicable Law. 

	8.13. 	
      No Salary Deferral
Arrangement



Notwithstanding any other provision of
the Plan, it is intended that the Plan and Restricted Share Units granted under
the Plan not be considered “salary deferral arrangements” under the Income
Tax Act (Canada) and the Plan shall be administered in accordance with such
intention. Without limiting the generality of the foregoing, the Committee may
make such amendments to the terms of outstanding Restricted Share Units
(including, without limitation, changing the Vesting Dates and Redemption Dates
thereof) as may be necessary or desirable, in the sole discretion of the
Committee, so that the Plan and Restricted Share Units outstanding thereunder
are not considered “salary deferral arrangements”. 

	8.14. 	
      Administration Costs



The Company will be responsible for all
costs relating to the administration of the Plan.




16 

	8.15. 	
      Governing Law



The Plan shall be governed by and
construed in accordance with the laws of the Province of British Columbia and
the federal laws of Canada applicable therein. 

	8.16. 	
      Effective Date



The Plan is adopted with effect from
May 8, 2018. 




Schedule A 
Form of Grant Notice and
Acknowledgement 

B2Gold Corp. Restricted Share Unit Plan

B2Gold Corp. (the “Company”) hereby grants the following
award to the Designated Participant named below in accordance with and subject
to the terms, conditions and restrictions of this Grant Notice and
Acknowledgement (the “Notice”), together with the provisions of the
B2Gold Corp. Restricted Share Unit Plan, as amended (the “Plan”)
effective May 8, 2018: 

	 	Name and Address of Designated Participant:
    	 
	 	 	 
	 	Date of Grant: 	 
	 	 	 
	 	Total Number of Restricted Share Units	 



	1. 	
      The terms and conditions of the Plan are hereby
      incorporated by reference as terms and conditions of this Notice and all
      capitalized terms used herein, unless expressly defined in a different
      manner, have the meanings ascribed thereto in the Plan.

	 	 
	2. 	
      Subject to any acceleration in vesting as provided in the
      Plan, each Restricted Share Unit vests as follows:

	 	 
		
      [To be inserted]

	 	 
	3. 	
      The payment is respect of Restricted Share Units held by
      the Designated Participant shall be satisfied by the issuance of Common
      Shares to the Designated Participant on the Redemption Date.

	 	 
	4. 	
      Nothing in the Plan or in this Notice will affect the
      right of the Company or any Related Entity to terminate the employment or
      term of service any employee at any time for any reason
  whatsoever.

	 	 
	5. 	
      Each notice relating to any award of Restricted Share
      Units must be in writing and signed by the Designated Participant or its
      Beneficiary or legal representative. All notices to the Company must be
      delivered personally or by prepaid registered mail and must be addressed
      to the Secretary of the Company. All notices to the Designated Participant
      will be addressed to the principal address of the Designated Participant
      on file with the Company. Either the Company or the Designated Participant
      may designate a different address by written notice to the other. Any
      notice given by either the Designated Participant of the Company is not
      binding on the recipient thereof until received.

	 	 
	6. 	
      The undersigned acknowledges:




	 	(a) 	
      having received a copy of the Plan and acknowledges and
      agrees that the terms of the Plan govern the grant of Restricted Share
      Units to and the rights of the undersigned hereunder and that such terms
      include rights of the Company to amend or terminate the Plan or any of its
      terms and to determine vesting and other matters at its
  discretion;

	 	 	 
	 	(b) 	
      that the Company or Subsidiary of the Company that
      employs the undersigned may be required to withhold from the undersigned’s
      compensation and remit to the Canada Revenue Agency or the tax agency of the country in which the
Designated Participant resides income taxes and other required source deductions
in respect of the redemption of Vested Restricted Share Units of the Designated
Participant provided for in Section 3.3 of the Plan; and 







2 


	 	(c) 	
      agrees that the undersigned will, at all times, act
      in strict compliance with Applicable Law and all policies of the Company
      applicable to the undersigned in connection with the Plan. Such Applicable
      Law and policies shall include, without limitation, those governing
      “insiders” of “reporting issuers” as those terms are construed for the
      purposes of applicable securities laws.



DATED this _______day of ____________________, 20_______. 


	B2GOLD CORP. 
	  	 
	  	 
	Per: 	 
	Name: 	 
	Title: 	 




	  	) 	
	  	) 	
	  	) 	
	  	) 	
	Witness 	) 	[Name of Designated Participant] 
	  	)