Sabina Gold & Silver Mails Special Meeting Materials for B2Gold Transaction to Shareholders - Seite 2

In making their recommendation, the Board considered a number of factors in deciding the Transaction was in the best interests of the Company, including, among others:

• Premium. The Consideration represents a premium of 45% to the 20-day VWAP of each of B2Gold and Sabina on the Toronto Stock Exchange (the “TSX”) as of February 10, 2023, the last trading date before the announcement of the Transaction, and an implied premium of 45% to the closing price of Sabina on the TSX as of February 2, 2023, the date the non-binding letter of intent was signed.
  
  
• Strengths and Strategic Fit. Shareholders are being offered the opportunity to benefit from:
  
  
  1. ownership in a major gold producer with proven northern construction and operating capability which significantly reduces execution risk of the Goose Project at the Back River Gold District;
     
     
  2. ongoing exposure to future value creating milestones at the Back River Gold District and to the Fekola Mine, a cornerstone Tier 1 asset with significant free cash flow generation;
     
     
  3. access to a strong, debt free balance sheet (other than ordinary course equipment loans) and robust cash flow generation to fund and optimize the development of the Back River Gold District; and
     
     
  4. enhanced institutional investor following, improved trading liquidity and participation in a peer leading dividend yield.

• Business and Industry Risks. The business, operations, assets, financial condition, operating results and prospects of Sabina are subject to significant uncertainty, which may include risks associated with obtaining further required financing and human capital to fully construct and bring into commercial production a mine at the Back River Gold District.
  
  
• Fairness Opinions. The fairness opinions of BMO Capital Markets and Cormark Securities Inc. state that as of the date of the Arrangement Agreement, and subject to and based on the considerations, assumptions and limitations described therein, the Consideration is fair, from a financial point of vote, to the Shareholders.
  

Subject to obtaining approval from the Shareholders to the Arrangement Resolution at the Special Meeting, Court approval and certain regulatory approvals, as well as the satisfaction or waiver of other conditions contained in the Arrangement Agreement, all as more particularly described in the management information circular of the Company, it is currently anticipated that the Transaction will be completed in late April 2023.