ASX:PIR | ABN: 96 119 655 891

SCHEME BOOKLETfor the proposed merger by scheme of arrangement between Papillon

Resources Limited and B2Gold Corp.

Your Directors unanimously recommend that you

VOTE IN FAVOURof the Scheme, in the absence of a Superior Offer

This is an important document and requires your immediate attention. You should read this document in its entirety before deciding whether or not to vote in favour of the Scheme. If you are in any doubt as to how to deal with this

document, you should consult your financial, legal or other professional adviser immediately.

If you have any questions in relation to the Scheme or this Scheme Booklet, please call the Papillon Shareholder Information Line on 1800 095 654 (within Australia) or +61 1800 095 654 (outside Australia) any time between 7.00am and 5.00pm (WST) Monday to Friday

Lead Financial Adviser Australian Legal Advisers Canadian Legal Advisers

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Contents

1. Summary of the Transaction .................................................................................... 10

2. Reasons to vote in favour of or against the Scheme................................................. 15

3. Frequently Asked Questions .................................................................................... 24

4. Scheme Meeting and voting information ................................................................. 34

5. Key considerations................................................................................................... 37

6. Information about Papillon...................................................................................... 44

7. Information about B2Gold ....................................................................................... 58

8. Information about the Merged Entity .................................................................... 134

9. Risk factors ............................................................................................................ 146

10. Australian taxation considerations......................................................................... 179

11. Information about the Scheme .............................................................................. 183

12. Additional information .......................................................................................... 195

13. Glossary ................................................................................................................. 206

Annexure 1 – Independent Expert's Report ...................................................................... 227

Annexure 2 – Merger Implementation Agreement ........................................................... 474

Annexure 3 – Comparison of Australian and Canadian legal regimes ................................ 553

Annexure 4 – Scheme ....................................................................................................... 578

Annexure 5 – Deed Poll..................................................................................................... 587

Annexure 6 – Notice of Scheme Meeting .......................................................................... 592

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Papillon Resources Limited SCHEME BOOKLET 1

Important NoticesDate of this Scheme Booklet

This Scheme Booklet is dated 8 August 2014.

Defined terms and interpretation

Capitalised terms used in this Scheme Booklet (other than in the Independent Expert's Report (including theIndependent Technical Specialist's Report) contained in Annexure 1) and the Proxy Form accompanying thisScheme Booklet are either defined in brackets when first used or are defined in the Glossary in Section 13. TheGlossary also sets out some rules of interpretation which apply to this Scheme Booklet. The IndependentExpert's Report and the Independent Technical Specialist's Report contain their own defined terms which aresometimes different from those set out in the Glossary in Section 13.

References to Scheme Booklet, Sections and Annexures

References to Sections and Annexures are to the named Sections and Annexures in this Scheme Booklet.

Purpose of this Scheme Booklet

This Scheme Booklet includes the explanatory statement for the Scheme required by section 412(1) of theCorporations Act. The purpose of this Scheme Booklet is to explain the terms of the Scheme and the manner inwhich it will be implemented (if approved). This Scheme Booklet provides all information required to be givento Papillon Shareholders or that is otherwise material to the decision of Papillon Shareholders as to whether ornot to vote in favour of the Scheme at the Scheme Meeting.

General

This Scheme Booklet is important. You should read this Scheme Booklet carefully before making a decisionabout how to vote on the Scheme Resolution to be considered at the Scheme Meeting.

No investment advice

This Scheme Booklet does not constitute financial product advice and has been prepared without reference toindividual investment objectives, financial situation, taxation position or particular needs of any PapillonShareholder or any other person. It is important that you read this Scheme Booklet before making any decision,including a decision on whether or not to vote in favour of the Scheme. This Scheme Booklet should not berelied upon as the sole basis for any investment decision in relation to B2Gold Shares, Papillon Shares or anyother securities. If you are in doubt as to what you should do, you should consult your legal, investment,taxation or other professional adviser.

Papillon Shareholders should consult their taxation adviser as to the applicable tax consequences of theTransaction. A summary of the Australian taxation considerations is set out in Section 10.

Responsibility statement

The Papillon Information has been prepared by Papillon and is the responsibility of Papillon. B2Gold is notresponsible for any information contained in this Scheme Booklet other than the B2Gold Information.

The B2Gold Information has been prepared by B2Gold and is the responsibility of B2Gold. Papillon is notresponsible for any B2Gold Information contained in the Scheme Booklet.

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BDO has prepared, and is responsible for, the Independent Expert’s Report contained in Annexure 1 of thisScheme Booklet. None of Papillon, B2Gold, their respective Related Entities or the directors, officers,employees or advisers of any of those entities assumes any responsibility for the accuracy or completeness ofthe Independent Expert’s Report.

Snowden has prepared, and is responsible for, the Independent Technical Specialist’s Report contained inappendix 5 to the Independent Expert's Report. None of Papillon, B2Gold, their respective Related Entities orthe directors, officers, employees or advisers of any of those entities assumes any responsibility for theaccuracy or completeness of the Independent Technical Specialist’s Report.

Role of ASIC

A copy of this Scheme Booklet has been lodged with, and registered by, ASIC for the purposes of section 412(6)of the Corporations Act. ASIC has been given the opportunity to comment on this Scheme Booklet inaccordance with section 411(2)(b) of the Corporations Act. Neither ASIC nor any of its officers takes anyresponsibility for the contents of this Scheme Booklet.

ASIC has been requested to provide a statement, in accordance with section 411(17)(b) of the CorporationsAct, that it has no objection to the Scheme. If ASIC provides that statement, it will be produced to the Court atthe Second Court Hearing.

Role of ASX

A copy of this Scheme Booklet has been lodged with ASX. Neither ASX nor any of its officers takes anyresponsibility for the contents of this Scheme Booklet.

Court order under subsection 411(1) of the Corporations Act

Important notice associated with the Court order under section 411(1) of the Corporations Act

The fact that, under section 411(1) of the Corporations Act, the Court has ordered that a meeting be convenedand has approved the explanatory statement required to accompany the Notice of Scheme Meeting does notmean that the Court:

(i) has formed any view as to the merits of the proposed Scheme or as to how you should vote (onthis matter, you must reach your own decision); or

(ii) has prepared, or is responsible for the content of, the explanatory statement.

Notice to Papillon Shareholders in Ineligible Jurisdictions

This Scheme Booklet complies with Australian disclosure requirements, and Australian accounting standards.These disclosure requirements and accounting standards may be different to those in other countries. It isimportant that Papillon Shareholders who are not Australian resident taxpayers or who are liable for taxoutside Australia seek specific tax advice in relation to the Australian and overseas tax consequences of theScheme.

Restrictions in the Ineligible Jurisdictions may make it impractical or unlawful for New B2Gold Shares to beissued under the Scheme to, or received under the Scheme by, Papillon Shareholders in those jurisdictions.Papillon Shareholders recorded on the Register as having an address within an Ineligible Jurisdiction shouldrefer to Section 5.3 for more information.

This Scheme Booklet and the Scheme do not constitute an offer of securities in any place in which, or to anyperson whom, it would not be lawful to make such an offer.

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Papillon Resources Limited SCHEME BOOKLET 3

Notice to Papillon Shareholders in the United States

The solicitation of proxies made pursuant to this Scheme Booklet is not subject to the requirements of section14(a) of the US Exchange Act. Accordingly, this Scheme Booklet has been prepared in accordance withdisclosure requirements applicable in Australia. Papillon Shareholders in the United States should be awarethat such requirements are different from those of the United States applicable to registration statementsunder the US Securities Act and to proxy statements under the US Exchange Act.

The financial information including pro forma financial information relating to Papillon included orincorporated by reference in this Scheme Booklet has been prepared, or derived from financial statementsprepared, in accordance with IFRS and is subject to Australian auditing and auditor independence standardsand thus may not be comparable to financial statements of United States companies.

The financial information including pro forma financial information relating to B2Gold or the Merged Entityincluded or incorporated by reference in this Scheme Booklet has been prepared, or derived from financialstatements prepared, in accordance with IFRS and is subject to Canadian auditing and auditor independencestandards and thus may not be comparable to financial statements of United States companies.

Papillon Shareholders who are resident in, or citizens of, the United States are advised to consult their own taxadvisers to determine the particular United States tax consequences to them of the Scheme in light of theirparticular situation, as well as any tax consequences that may arise under the laws of any other relevantforeign, state, local, or other taxing jurisdiction.

Exemption from United States registration requirements

The New B2Gold Shares to be issued under the Scheme have not been and will not be registered under the USSecurities Act or applicable state securities laws.

B2Gold and Papillon intend to rely on an exemption from the registration requirements of the US Securities Actprovided by section 3(a)(10) thereof in connection with the implementation of the Scheme and the issue ofNew B2Gold Shares and intend to rely on exemptions from registration under applicable state securities laws.Approval of the Scheme by the Court will be relied upon by B2Gold and Papillon and will constitute the basisfor the New B2Gold Shares to be issued without registration under the US Securities Act in reliance upon theexemption from the registration requirements of the US Securities Act provided by section 3(a)(10).

THIS SCHEME BOOKLET HAS NOT BEEN PREPARED IN ACCORDANCE WITH UNITED STATES SECURITIES LAWSAND REGULATIONS AND NONE OF THE SEC, ANY US STATE SECURITIES COMMISSION OR ANY OTHER USREGULATORY AUTHORITY HAS APPROVED OR DISAPPROVED THE SECURITIES ISSUABLE IN CONNECTIONWITH THE SCHEME NOR HAVE ANY OF THEM PASSED UPON OR ENDORSED THE MERITS OF THE SCHEME ORTHE ACCURACY, ADEQUACY OR COMPLETENESS OF THIS SCHEME BOOKLET. ANY REPRESENTATION TO THECONTRARY IS A CRIMINAL OFFENCE.

The enforcement by investors of civil liabilities under the United States federal securities laws may be affectedadversely by the fact that Papillon and B2Gold are incorporated or organised outside the United States, thatsome or all of their respective officers and directors and the experts named in this Scheme Booklet areresidents of a foreign country, and that all or a substantial portion of the assets of Papillon and B2Gold and saidpersons are located outside the United States. As a result, it may be difficult or impossible for United StatesShareholders to effect service of process within the United States upon Papillon or B2Gold, their respectiveofficers or directors or the experts named in this Scheme Booklet, or to realise against them upon judgments ofcourts of the United States predicated upon civil liabilities under the federal securities laws of the United Statesor “blue sky” laws of any state within the United States. In addition, United States Shareholders should notassume that the courts of Canada or Australia: (i) would enforce judgments of United States courts obtained inactions against such persons predicated upon civil liabilities under the federal securities laws of the UnitedStates or “blue sky” laws of any state within the United States; or (ii) would enforce, in original actions,

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liabilities against such persons predicated upon civil liabilities under the federal securities laws of the UnitedStates or “blue sky” laws of any state within the United States.

Notice to Papillon Shareholders in France

This Scheme Booklet is not being distributed in a context of public offering of financial securities (offre aupublic de titres financiers) in France within the meaning of Article L. 411 1 of the French Monetary andFinancial Code (Code monétaire et financier) and Articles 211 1 and seq. of the General Regulation of theFrench Autorité des marchés financiers (AMF). The B2Gold Shares have not been offered or sold and will not beoffered or sold, directly and indirectly, to the public in France.

This Scheme Booklet and any other offering material relating to the Scheme have not been, and will not besubmitted to the AMF for approval in France and, accordingly, may not be distributed, directly and indirectly, tothe public in France.

Such offers, sales and distribution have been and shall only be made in France (i) to qualified investors(investisseurs qualifiés) acting for their own account, as defined in and in accordance with Articles L. 411 2 II2°, D. 411 1, L. 533 16, L. 533 20, D. 533 11, D. 533 13, D. 744 1, D. 754 1 and D. 764 1 of the French Monetaryand Financial Code and any implementing regulation and/or (ii) to a restricted number of investors (cerclerestreint d’investisseurs) acting for their own account as defined in and in accordance with Article L. 411 2 II 2°,D. 411 4, D. 744 1, D. 754 1 and D. 764 1 of the French Monetary and Financial Code and any implementingregulation.

Pursuant to Article 211 3 of the General Regulation of the AMF, investors in France are informed that theB2Gold Shares cannot be distributed (directly or indirectly) to the public by the investors otherwise than inaccordance to Articles L. 411 1, L. 411 2, L. 412 1 and L. 621 8 to L. 621 8 3 of the French Monetary andFinancial Code.

Forward looking statements

Certain statements in this Scheme Booklet relate to the future, including forward looking statements andinformation within the meaning of applicable Canadian and United States securities legislation ("forwardlooking statements"). The forward looking statements in this Scheme Booklet, including statements relating tothe Merged Entity and the transactions contemplated by the Merger Implementation Agreement, are notbased on historical facts, but rather reflect the current views and expectations of Papillon or, in relation to theB2Gold Information, B2Gold concerning future events and circumstances. These statements may generally beidentified by the use of forward looking verbs such as "aim", "anticipate", "believe", "estimate", "expect","foresee", "intend" or "plan", qualifiers such as "may", "should", "likely" or "potential", or similar words.Similarly, statements that describe the expectations, goals, objectives, plans, targets, estimates of reserves andresources and future costs of B2Gold or Papillon are, or may be, forward looking statements.

Forward looking statements involve known and unknown risks, uncertainties, assumptions and other importantfactors that could cause the actual results, performances or achievements of Papillon, B2Gold or the MergedEntity to be materially different from future results, performances or achievements expressed or implied bysuch statements. Such statements and information are based on numerous assumptions regarding present andfuture business strategies and the environment in which Papillon, B2Gold and the Merged Entity will operate inthe future, including the price of gold, anticipated costs and ability to achieve goals. Certain important factorsthat could cause actual results, performances or achievements to differ materially from those in the forwardlooking statements include, among others, gold price volatility, discrepancies between actual and estimatedproduction, Ore Reserves, Mineral Reserves and Mineral Resources and metallurgical recoveries, miningoperational and development risk, litigation risks, regulatory restrictions (including environmental regulatoryrestrictions and liability), activities by governmental authorities (including changes in taxation), currencyfluctuations, the speculative nature of gold exploration, the global economic climate, dilution, share pricevolatility, competition, loss of key employees, additional funding requirements and defective title to mineral

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Papillon Resources Limited SCHEME BOOKLET 5

claims or property. See Section 9 for a discussion of potential risk factors underlying, and other informationrelevant to, the forward looking statements and information. Forward looking statements should, therefore, beconstrued in light of such risk factors and undue reliance should not be placed on them. All forward lookingstatements should be read in light of such risks and uncertainties.

You should note that the historical performance of Papillon and B2Gold is no assurance of their or the MergedEntity’s future financial performance. Neither Papillon, B2Gold and their respective directors, or any otherperson, gives any representation, assurance or guarantee that the occurrence of the events expressed orimplied in any forward looking statements and information in this Scheme Booklet will actually occur.

The forward looking statements in this Scheme Booklet reflect views and expectations held only at the date ofthis Scheme Booklet. Papillon believes that all forward looking statements included in the Papillon Informationhave been made on a reasonable basis and B2Gold believes that all forward looking statements included in theB2Gold Information have been made on a reasonable basis. However, none of Papillon, B2Gold and theirrespective directors nor any other person gives any representation, assurance or guarantee that any outcome,performance or results expressed or implied by any forward looking statements in this Scheme Booklet willactually occur. Papillon Shareholders should therefore treat all forward looking statements with caution andnot place undue reliance on them.

Subject to any continuing obligations under law or the Listing Rules, Papillon, B2Gold and their respectivedirectors disclaim any obligation to revise or update, after the date of this Scheme Booklet, any forward lookingstatements to reflect any change in views, expectations or assumptions on which those statements are based.

Mineral Reserves and Mineral Resources

B2Gold’s disclosure of Mineral Reserve and Mineral Resource information is governed by NI 43 101 and CIMStandards. Papillon's disclosure of Mineral Resource information to ASX is based on the reporting requirementsof the JORC Code.

With the exception of slight differences in the terminology used, there are no material differences betweenstatements of Mineral Resources and Mineral Reserves prepared in accordance with the CIM Standardsapplicable under NI 43 101 and Ore Reserves and Mineral Resources prepared in accordance with the JORCCode. This is noted in section 2.5 of the Independent Technical Specialist's report where it is stated that theterms Ore Reserve (as defined under the JORC Code) and Mineral Reserve (as defined under the CIMStandards) are interchangeable.

There can be no assurance that those portions of such Mineral Resources that are not Ore Reserves or MineralReserves will ultimately be converted into Ore Reserves or Mineral Reserves. Mineral Resources which are notOre Reserves or Mineral Reserves do not have demonstrated economic viability.

Cautionary note to United States Shareholders concerning estimates of Mineral Reserves and MineralResources

This Scheme Booklet uses the terms "Probable Mineral Reserve", “Measured Mineral Resource”, “IndicatedMineral Resource” and “Inferred Mineral Resource”. United States Shareholders are advised that while suchterms are recognised and required by Canadian and Australian standards or regulations, the SEC does notrecognise them. In particular, and without limiting the generality of this cautionary note, the term “MineralResource” does not equate to the term “Mineral Reserve”. This Scheme Booklet also uses the terms "ProbableMineral Reserves" and "Proven Mineral Reserves" as such terms are used under NI 43 101, CIM Standards andthe JORC Code, which standards differ from the standards that apply under SEC Industry Guide 7. Under UnitedStates standards, mineralisation may not be classified as a "Mineral Reserve" unless the determination hasbeen made that the mineralisation could be economically and legally produced or extracted at the time thereserve determination is made. As such, certain information contained in this Scheme Booklet concerningdescriptions of mineralisation, resources and reserves under NI 43 101, CIM Standards and the JORC Code are

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not comparable to disclosures made by United States reporting companies. “Inferred Mineral Resources” havea great amount of uncertainty as to their existence, and as to their economic and legal feasibility. It cannot beassumed that all or any part of a Probable Mineral Reserve, Measured Mineral Resource, Indicated MineralResource or an Inferred Mineral Resource will ever be upgraded to a higher category. Under Canadian andAustralian rules, estimates of Inferred Mineral Resources may not form the basis of feasibility or othereconomic studies. United States Shareholders are cautioned not to assume that all or any part of Measured,Indicated or Inferred Mineral Resources will ever be converted into Mineral Reserves or that Mineral Reservesdisclosed herein would comprise Mineral Reserves under United States standards. United States Shareholdersare also cautioned not to assume that all or any part of an Inferred Mineral Resource exists, or is economicallyor legally mineable.

Disclosure of “contained ounces” is permitted disclosure under Canadian and Australian regulations; however,the SEC normally only permits issuers to report mineralisation that does not constitute reserve as in placetonnage and grade without reference to unit measures.

Effect of rounding

A number of figures, amounts, percentages, prices, estimates, calculations of value and fractions in this SchemeBooklet, including but not limited to those in respect of the Scheme Consideration, are subject to the effect ofrounding (unless otherwise stated). Accordingly, the actual calculation of these figures may differ from thefigures set out in this Scheme Booklet, and any discrepancies in any table between totals and sums of amountslisted in that table or to previously published figures are due to rounding.

Currency

All references in this Scheme Booklet to:

• “A$”, “AUD”, “Australian dollars” are to Australian currency;

• “C$”, “CAD” and “Canadian dollars” are to Canadian currency; and

• “US$”, “USD” and “US dollars” are to United States currency.

Privacy and personal information

Papillon and B2Gold will need to collect personal information to implement the Transaction. The personalinformation may include the names, contact details and details of shareholdings of Papillon Shareholderstogether with contact details of individuals appointed by Papillon Shareholders as proxies, body corporaterepresentatives or attorneys at the Scheme Meeting. The collection of some of this information is required orauthorised by the Corporations Act.

Papillon Shareholders who are individuals, and other individuals in respect of whom personal information iscollected, have certain rights to access the personal information collected about them and may contact theAustralian Registrar if they wish to exercise those rights.

The information may be disclosed to print and mail service providers, and to Papillon and B2Gold and theirrespective advisers and agents to the extent necessary to effect the Scheme. If the information outlined aboveis not collected, Papillon may be hindered in, or prevented from, conducting the Scheme Meeting orimplementing the Transaction effectively, or at all.

Papillon Shareholders who appoint an individual as their proxy, body corporate representative or attorney tovote at the Scheme Meeting should inform that individual of the matters outlined above.

Persons are entitled, under section 173 of the Corporations Act, to inspect and copy the Register. The Registercontains personal information about Papillon Shareholders.

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Papillon Resources Limited SCHEME BOOKLET 7

Letter from the CEO of PapillonDear Papillon Shareholder,

On 3 June 2014, Papillon announced that it had entered into the Merger Implementation Agreement withB2Gold under which, subject to the satisfaction of certain conditions, B2Gold (or the B2Gold Nominee) willacquire all of your shares in Papillon through a scheme of arrangement (the Scheme). The Scheme requires theapproval of Papillon Shareholders at the Scheme Meeting to be held on 15 September 2014.

If the Scheme is implemented, Papillon Shareholders will receive 0.661 B2Gold Shares for every Papillon Shareheld. At the time of announcing the Transaction, this represented a purchase price of approximately A$1.721per Papillon Share, and as at the date of this Scheme Booklet, now represents a purchase price ofapproximately A$1.862 per Papillon Share, valuing the Transaction at approximately A$668 million.

B2Gold is a TSX and NYSE MKT listed gold producer with targeted gold production in 2014 of approximately395,000 420,000 ounces at a projected all in sustaining cost of approximately US$1,025 US$1,125 per ounceacross its portfolio. B2Gold has two producing mines in Nicaragua, one producing mine in the Philippines, onemine under construction in Namibia, and a strong portfolio of development and exploration assets inNicaragua, the Philippines, Namibia, Burkina Faso and Colombia. B2Gold’s management team has anoutstanding track record, spanning over 30 years in the gold industry including multiple gold discoveries,several mine developments and proven, consistent, operational performance and expertise.

If the Scheme is implemented, Papillon Shareholders will hold approximately 26% of the Merged Entityproviding the opportunity to gain immediate exposure to a significant, growth orientated and profitable goldproducer with diversified operations whilst still retaining material exposure to the upside potential of theFekola Project.

Your Directors believe that combining Papillon with B2Gold will reduce the risks associated with thedevelopment of the Fekola Project and provide you with an exciting opportunity to retain your exposure for thenext phase of growth as a B2Gold Shareholder.

Your Directors have considered the advantages and disadvantages of the Scheme and unanimouslyrecommend that you vote in favour of the Scheme, in the absence of a Superior Offer. All your Directorsintend to vote in favour of the Scheme with respect to any Papillon Shares they hold or control, in theabsence of a Superior Offer.

In addition, BDO, the Independent Expert engaged by Papillon, has concluded that the Scheme is fair andreasonable and in the best interests of Papillon Shareholders, in the absence of a Superior Offer.

This Scheme Booklet contains important information to help you make an informed decision about how to voteat the Scheme Meeting, including certain risks related to the transaction (see Section 9). Your vote is importantin determining whether or not the Scheme proceeds.

If you have any questions regarding the Scheme please call the Papillon Shareholder Information Line on 1800095 654 (within Australia) or +61 1800 095 654 (outside Australia) any time between 7.00am and 5.00pm(WST) Monday to Friday.

Yours sincerely,

Mark ConnellyManaging Director and CEO

1 Calculated using the closing price of B2Gold on 2 June 2014 and assuming a C$:A$ exchange rate on 2 June 2014 of 0.922.2 Calculated using the closing share price of B2Gold on 5 August 2014, being the last practicable date on which B2Gold traded on the TSXprior to the date of this Scheme Booklet, and assuming a C$:A$ exchange rate on 5 August 2014 of 0.980.

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Letter from the President of B2Gold

Dear Papillon Shareholder,

On behalf of the B2Gold board of directors and management, I am pleased to write to you concerning theopportunity presented by the proposed merger transaction between Papillon and B2Gold. The Transaction willresult in the further dramatic growth of an established global intermediate gold production, development andexploration company.

The Transaction capitalises on the strengths of both companies: B2Gold’s low cost production, robust cash flowgeneration, its pipeline of excellent growth projects and proven exploration team, and Papillon’s gold resourcesand the exploration potential at the Fekola Project. Complementing this is the B2Gold management andtechnical team with its proven history in exploration, mine development and operation, financing and theability to create significant shareholder value through mergers and acquisitions and exploration success, inaddition to Papillon’s strong management and technical team.

Key benefits of the Transaction for Papillon Shareholders will be the resulting ownership of a Merged Entitywith a rapidly expanding production profile, geographically diverse operations, promising development andexploration projects and significant free cash flow. The 2014 production of the Merged Entity is expected toreach approximately 395,000 to 420,000 ounces from three operating mines: the La Libertad and Limon Minesin Nicaragua and the Masbate Mine in the Philippines. The Merged Entity’s production is projected to increaseto approximately 550,000 ounces by 2015 as the low cost Otjikoto Project in Namibia is scheduled tocommence gold production in late 2014. The Merged Entity will also focus on the development of the FekolaProject in Mali, the Kiaka Project in Burkina Faso and the Gramalote Project (51% AngloGold/49% B2Gold jointventure) in Colombia. The Merged Entity’s generation of substantial free cash flow will supply significantfunding for the development of these projects and will lead to increased financing flexibility and access tocapital.

The Merged Entity will have a strong Mineral Reserve and Mineral Resource base, with approximately 5.58million ounces of attributable Proven and Probable Mineral Reserves, approximately 10.98 million ounces ofattributable Measured and Indicated Mineral Resources, and approximately 4.90 million ounces of attributableInferred Mineral Resources.

In addition, the Merged Entity will have enhanced financial capacity with pro forma cash and cash equivalentsof approximately US$214.1 million (as at March 31, 2014) which, in addition to continued strong cash flow fromoperations and good access to debt capital markets, will allow the Merged Entity substantial flexibility forfuture development.

The Transaction is unanimously supported by the B2Gold Directors, and B2Gold founders and executives whowill vote their shares in favour of the Transaction at the B2Gold Shareholders' Meeting on 12 September 2014.We encourage you to vote in favour of the Scheme at the Scheme Meeting being held on 15 September 2014.

B2Gold very much looks forward to the implementation of the Transaction and to our future relationship withyou as a shareholder in our Merged Entity.

Yours sincerely,

Clive JohnsonPresident and Chief Executive OfficerB2Gold Corp.

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Papillon Resources Limited SCHEME BOOKLET 9

Important dates and times for the Scheme(1)

B2Gold Shareholders Meeting to approve matters inconnection with the Transaction

2.00pm (PST) on 12 September2014

Latest time and date for lodgement of completed Proxy Formfor the Scheme Meeting

10.00am (WST) on 13 September2014

Time and date for determining eligibility of PapillonShareholders to vote at the Scheme Meeting

5.00pm (WST) on 13 September2014

Time and date of the Scheme Meeting 10.00am (WST) on 15 September2014

Court hearing for approval of the Scheme 22 September 2014

Effective Date of the Scheme 23 September 2014

Last date of trading of Papillon Shares on ASX 23 September 2014

Record Date for determining entitlements to the SchemeConsideration

26 September 2014

Implementation Date for the Scheme and issue of the SchemeConsideration

3 October 2014

Despatch of holding statements for B2Gold Shares issued underthe Scheme

3 October 2014

(1) All stated dates and times are indicative only. The actual timetable will depend on many factors outside the control of Papillon,including the Court approval process and the satisfaction or waiver of the conditions precedent to the completion of the Schemeby each of Papillon and B2Gold. Any changes to the above timetable will be announced to ASX and will be available underPapillon's profile on ASX at www.asx.com.au.

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1. Summary of the Transaction

1.1 Introduction

This summary identifies key features of the Transaction but must be read in conjunction with theadditional detailed information for Papillon Shareholders set out in this Scheme Booklet. You areurged to read this Scheme Booklet in its entirety.

On 3 June 2014, Papillon and B2Gold announced to ASX and TSX that they had entered into theMerger Implementation Agreement under which, subject to the satisfaction or waiver, as applicable,of defined conditions, B2Gold (or the B2Gold Nominee) will acquire all of the Papillon Shares througha scheme of arrangement for consideration of 0.661 New B2Gold Shares per Papillon Share. TheScheme values the equity in Papillon at approximately:

(i) A$615 million (being A$1.72 per Papillon Share) as at the time of announcing theTransaction based on the closing price of B2Gold Shares on TSX of C$2.62 on 2 June2014 and a C$:A$ exchange rate of 0.992; and

(ii) A$668 million (being A$1.86 per Papillon Share) based on the closing price of B2GoldShares on TSX of C$2.87 on 5 August 2014, being the last practicable TSX trading dayprior to the date of this Scheme Booklet, and a C$:A$ exchange rate of 0.980.

If the Scheme is approved by the Requisite Majority of Papillon Shareholders and by the Court, and ifall other conditions to the Transaction are satisfied or waived (where applicable), all Papillon Shareswill be transferred to B2Gold (or the B2Gold Nominee) with effect from the Implementation Dateand without the need for any further act by the Papillon Shareholders (other than acts required to beperformed by Papillon, its Directors or officers, as attorney or agent for the Papillon Shareholders).From the Implementation Date, Papillon will become a wholly owned Subsidiary of B2Gold. PapillonShares are expected to be delisted from ASX shortly after the Implementation Date.

Each holder of Papillon Options has agreed to cancel their Papillon Options with effect from theImplementation Date, in consideration for the issue of the Cancellation Consideration on theImplementation Date. Further details regarding the cancellation of the Papillon Options are set out inSection 11.15.

A copy of the Scheme is set out in Annexure 4 of this Scheme Booklet.

1.2 What you will receive if the Scheme is approved

If the Scheme is approved, on the Implementation Date Scheme Participants (other than IneligibleShareholders) will be issued the Scheme Consideration for the transfer of the Papillon Shares held bythem on the Record Date.

If the Court makes an order approving the Scheme, Papillon will send to each Papillon Shareholdernotice of that fact on the Implementation Date which (except in the case of an Ineligible Shareholderor an Electing Small Scheme Participant) will be accompanied by documents of title in respect of theNew B2Gold Shares to which that Papillon Shareholder is entitled.

If you are classified as an Ineligible Shareholder or Electing Small Scheme Participant and the Schemebecomes Effective, your Papillon Shares will be transferred to B2Gold (or the B2Gold Nominee) and

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Papillon Resources Limited SCHEME BOOKLET 11

the New B2Gold Shares which would have been issued to you will be issued by B2Gold to the SaleAgent. If you are an Ineligible Shareholder or Electing Small Scheme Participant, B2Gold must procurethat the Sale Agent sells, outside the United States, those New B2Gold Shares within 20 BusinessDays following the Implementation Date and remits the net sale proceeds to you in A$ (minusconversion costs from C$ to A$, applicable taxes, charges and brokerage costs).

Further details about the Scheme Consideration, Ineligible Shareholders and Electing Small SchemeParticipants are set out in Sections 5.2, 5.3 and 5.4 respectively.

1.3 Directors’ recommendations

Your Directors have determined that the Scheme is in the best interests of Papillon Shareholders andunanimously recommend that Papillon Shareholders vote in favour of the Scheme in the absence of aSuperior Offer. Each of the Directors will (in the absence of a Superior Offer) vote, or procure thevoting of any Papillon Shares held by or on behalf of that Director at the time of the SchemeMeeting, in favour of the Scheme at the Scheme Meeting.

The reasons to vote in favour of or against the Scheme as considered by the Directors are set out inSection 2.

The implications for Papillon Shareholders if the Scheme does not proceed are set out in Section 2.3under the heading titled, "What happens if the Scheme is not implemented".

1.4 Independent Expert

Papillon has commissioned BDO as the Independent Expert to prepare a report to ascertain whetherthe Scheme is in the best interests of Papillon Shareholders.

The Independent Expert has concluded that the Scheme is fair and reasonable and in the bestinterests of Papillon Shareholders, in the absence of a Superior Offer.

The Independent Expert’s Report is set out in Annexure 1 of this Scheme Booklet.

1.5 Overview of B2Gold

B2Gold is a mid tier gold mining company with targeted gold production in 2014 of approximately395,000 420,000 ounces at a projected all in sustaining cost of approximately US$1,025 US$1,125per ounce across its portfolio. B2Gold has a strategic focus on acquiring and developing interests inmineral properties with demonstrated potential for hosting economic mineral deposits with golddeposits as the primary focus. B2Gold conducts gold mining operations and exploration and drillingcampaigns to define and develop resources and reserves on its properties with an intention ofdeveloping, constructing and operating mines on such properties. B2Gold’s material projects consistof the following three operating mines, one mine under construction and two development projects:

Operating mines

(i) La Libertad mine, an open pit, and potential underground, gold mine located 110kilometres due east of Managua, and 32 kilometres northeast of Juigalpa, Nicaragua;

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(ii) Limon mine, an open pit and underground gold mine located in northwestern Nicaragua,approximately 100 kilometres northwest of Managua, Nicaragua;

(iii) Masbate mine, an open pit gold mine located near the northern tip of the island ofMasbate, 360 kilometres south east of the capital of Manila, Philippines;

Under construction

(iv) Otjikoto project, an open pit, and potential underground, gold mine currently underconstruction, located approximately 300 kilometres north of Windhoek, the capital ofNamibia;

Development projects

(v) Kiaka project, a potential open pit gold mine, located 140 kilometres southeast ofOuagadougou, the capital city of Burkina Faso; and

(vi) Gramalote project (49% joint venture interest), a potential open pit gold mine, located230 kilometres northwest of Bogota, the capital city of Colombia.

B2Gold also holds other exploration assets in Nicaragua, the Philippines, Namibia, Burkina Faso andColombia as part of its continuing operations.

B2Gold’s corporate objective is to build an intermediate gold company through the development ofgold properties, organic growth through exploration, and by capitalising on its managementexperience through strategic acquisitions. B2Gold’s management team has an outstanding trackrecord, spanning over 30 years in the gold industry including multiple gold discoveries, numerousmine developments and proven, consistent, operational performance and expertise.

1.6 Implementation, timetable and procedures

If the Scheme is approved by Papillon Shareholders and the Court, and all other conditions to theTransaction are satisfied or (where applicable) waived, it is expected that the Scheme will beimplemented on 3 October 2014. The key dates and times in relation to the Scheme are set out atthe beginning of this Scheme Booklet. These key dates are indicative only and are subject to change.

1.7 Conditions to the Scheme

Implementation of the Transaction is subject to a number of outstanding conditions precedent thatare summarised in Section 11.10(a).

Details about the conditions to the Scheme that have been satisfied or waived at the date of thisScheme Booklet are set out in Section 11.10(b). A description of all of the conditions to the Scheme isincluded in the Merger Implementation Agreement in Annexure 2 of this Scheme Booklet.

1.8 Scheme Meeting

The Scheme Meeting, to approve the Scheme, is scheduled to be held on the Plaza Level, The BGCCentre, 28 The Esplanade, Perth, Western Australia on 15 September 2014 at 10.00am (WST). Votingeligibility for the Scheme Meeting will be determined as at 5.00pm (WST) on 13 September 2014.

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Further details of the Scheme Meeting, including how to vote, are contained in Section 4. The Noticeof Scheme Meeting is contained in Annexure 6 of this Scheme Booklet.

1.9 Voting thresholds

(a) Scheme

The Scheme must be approved by the Requisite Majority, being:

(i) unless the Court orders otherwise, a majority in number (more than 50%) of PapillonShareholders present and voting at the Scheme Meeting (in person or by proxy,corporate representative or attorney); and

(ii) at least 75% of the total number of votes which are cast at the Scheme Meeting.

(b) Court Approval

If the Scheme is approved at the Scheme Meeting, and all other conditions of the Scheme havebeen satisfied or (where applicable) waived, the Court will be asked to approve the Scheme onthe Second Court Date in accordance with section 411(4)(b) of the Corporations Act. TheSecond Court Date is expected to be on or around 22 September 2014.

1.10 Tax implications

The transfer of your Papillon Shares in accordance with the Scheme may have tax implications foryou. You should seek your own professional advice regarding your individual tax consequences. Asummary of relevant Australian tax implications for Scheme Participants is contained in Section 10.

1.11 What to do next

(a) Read the remainder of this Scheme Booklet

Read the remainder of this Scheme Booklet in full before making any decision on the Scheme.

(b) Consider your options

Papillon Shareholders should refer to Section 2 for further guidance on the reasons to vote infavour of or against the Scheme and Section 9 for guidance on the risk factors associated withthe Scheme.

If you have any questions in relation to the Transaction, the Scheme or the Scheme Meeting,please contact the Papillon Shareholder Information Line on 1800 095 654 (within Australia) or+61 1800 095 654 (outside Australia) any time between 7.00am and 5.00pm (WST) Monday toFriday or consult your legal, investment, taxation, financial or other professional adviser.F

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(c) Vote at the Scheme Meeting

Your Directors urge you to vote on the Scheme at the Scheme Meeting. The Scheme affectsyour shareholding and your vote at the Scheme Meeting is important in determining whetherthe Scheme proceeds.

Your Directors unanimously recommend that you vote in favour of the Scheme, in the absenceof a Superior Offer.

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2. Reasons to vote in favour of or against the Scheme

Set out below are some of the reasons why the Papillon Board considers that you should vote infavour of the Scheme. Also set out below is a summary of some of the reasons why you may decideto vote against the Scheme. You should read the entire Scheme Booklet before deciding whether ornot to vote in favour of the Scheme.

While your Directors acknowledge that there are reasons to vote against the Scheme, they believethe advantages of the Scheme significantly outweigh the disadvantages.

2.1 Reasons to vote in favour of the Scheme

Your Directors recommendthe Scheme

Your Directors unanimously recommend that you vote in favourof the Scheme, in the absence of a Superior Offer.

Your Directors intend to vote in favour of the Scheme withrespect to any Papillon Shares they hold or control, in theabsence of a Superior Offer.

The Independent Expert,BDO, has concluded that theScheme is in your bestinterests

The Independent Expert, BDO, has concluded that the Scheme isfair and reasonable and in the best interests of PapillonShareholders, in the absence of a Superior Offer.

The Independent Expert's Report is set out in Annexure 1 of thisScheme Booklet.

The value of the SchemeConsideration represents asubstantial premium

Based on the 2 June 2014 closing price of B2Gold Shares on TSX(the last TSX trading day before the announcement of theTransaction) of C$2.62 and the C$:A$ exchange rate at the timeof 0.992, the implied value of the Scheme Consideration wasA$1.72 per Papillon Share, which represented:

• a 31.1% premium to Papillon's 20 day VWAP as at 2 June2014, and

• a 20.6% premium to Papillon's last closing price on ASX asat 2 June 2014.

Based on the 5 August 2014 closing price of B2Gold Shares onTSX (the last practicable TSX trading day prior to the date of thisScheme Booklet) of C$2.87 and the C$:A$ exchange rate of 0.980,the implied value of the Scheme Consideration was A$1.86 perPapillon Share, which represents:

• a 41.9% premium to Papillon's 20 day VWAP as at 2 June2014, and

• a 30.5% premium to Papillon's closing price on ASX on 2June 2014.

The implied value of the Scheme Consideration may increase or

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decrease prior to the Implementation Date based on movementsin the B2Gold Share price or movements in the C$:A$ exchangerate.

You will gain immediateexposure to B2Gold's goldproduction, cash flows andsignificant resources

Papillon Shareholders will emerge with approximately 26% of theMerged Entity post the successful implementation of theTransaction.

B2Gold is a geographically diversified gold producer anddeveloper with three operating mines in Nicaragua and thePhilippines, one mine under construction in Namibia,development projects in Colombia and Burkina Faso and aportfolio of exploration assets in Nicaragua, the Philippines,Namibia, Burkina Faso and Colombia. This diversification servesto mitigate collective operational and geopolitical risk.

Papillon Shareholders will gain immediate exposure to B2Gold’sgold production and the associated cash flows this generates. Inthe year ended 31 December 2013, B2Gold produced 366,313ounces of gold at a cash cost of US$681 per ounce and an all insustaining cost of US$1,064 per ounce.

Papillon Shareholders will also gain exposure to B2Gold’s existingsignificant Mineral Reserve and Mineral Resource base. TheMerged Entity will have proven Mineral Reserves and ProbableMineral Reserves of 5.58 million ounces, Measured MineralResources and Indicated Mineral Resources of 10.98 millionounces and Inferred Mineral Resources of 4.90 million ounces(all on an attributable basis).

You will have the opportunityto participate in B2Gold’srapidly expanding productionprofile

B2Gold is anticipating significant growth in its production profilefollowing the development of the Otjikoto and Fekola projects.B2Gold is targeting gold production in 2014 of approximately395,000 to 420,000 ounces which is expected to grow toapproximately 550,000 ounces in 2015 (assuming completion ofthe Otjikoto Project).

B2Gold also has an aggressive exploration strategy withsignificant planned exploration programs at its existing operatingmines and development stage projects which will include theFekola Project, as well as highly prospective earlier stage projectsin Nicaragua, the Philippines, Namibia, Colombia and BurkinaFaso.

You will benefit fromB2Gold’s enhanced financialposition and scale

As at 5 August 2014, the pro forma market capitalisation of theMerged Entity would have been approximately C$2.63 billion3.

Further, the Merged Entity is expected to have, on a pro forma

3 Calculated using the closing price of B2Gold on 5 August 2014, being the last practicable date on whichB2Gold traded on the TSX prior to the date of this Scheme Booklet.

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basis as at 31 March 2014, cash and cash equivalents ofapproximately US$214.1 million and unused debt capacity ofUS$150 million (US$125 million as at 30 June 2014) which, inaddition to continued strong cash flow from operations, willallow the Merged Entity substantial flexibility for the futuredevelopment of the Fekola Project.

Your Directors believe that the Merged Entity should haveenhanced access to capital driven by increased portfolio scale,operating diversification and strong free cash flow. It should alsoreceive increased investor interest due to further diversificationand scale.

Enhanced liquidity andmarket presence

Papillon Shareholders will benefit from B2Gold’s enhanced sharemarket liquidity and capital market presence which is expectedto lead to increased interest from institutional investors and agreater following by the analyst community.

B2Gold managementexpertise

The B2Gold management, mining and technical teams bring anindustry leading track record of exploration, mine developmentand disciplined operating capabilities which could enhance thevalue of the Fekola Project and reduce the risks associated withits development.

Diversification across multipleprojects and jurisdictions

As part of the Merged Entity, Papillon will become part of ageographically diversified gold producer and developer withthree operating mines in Nicaragua and the Philippines anddevelopment assets in Namibia, Mali, Colombia and BurkinaFaso.

This diversification of assets spanning three continents andlocated in high growth emerging economies, serves to mitigatecollective operational and geopolitical risk.

CGT scrip for scrip roll overrelief

Eligible Papillon Shareholders who are Australian residents fortax purposes and who would otherwise realise a capital gain onthe disposal of their Papillon Shares in return for New B2GoldShares under the Scheme should generally be able to obtain CGTscrip for scrip roll over relief.

Papillon Shareholders should refer to Section 10 for furtherdetails in relation to the Australian tax consequences of theScheme.

No brokerage costs Papillon Shareholders will not be required to pay any brokerageor other costs in connection with the disposal of their PapillonShares under the Scheme. Brokerage and other costs may bededucted from the proceeds of sale of New B2Gold Shares forIneligible Shareholders and Electing Small Scheme Participants,

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as outlined in Section 5.5.

Small shareholder sale facility A Small Scheme Participant is a Scheme Participant with anAustralian or New Zealand address in the Register whoseentitlement to the Scheme Consideration would be 132,200 NewB2Gold Shares or less (equating to a holding of 200,000 PapillonShares or less on the Record Date).

Each Small Scheme Participant may become an Electing SmallScheme Participant by electing to have all (and not only some)New B2Gold Shares issuable to them, issued to and sold by theSale Agent immediately after the Implementation Date, over aperiod of no more than 20 Business Days, and to receive theproceeds of the sale in A$.

If you wish to make such an election, you should refer to Section5.4 for further information.

If the Scheme is notimplemented the PapillonShare price may fall

If the Scheme is not implemented, Papillon will remain anindependent company and will continue to explore and advancethe Fekola Project. Should this occur, your Directors expect thatthe Papillon Share price will trade below its current trading levelsin the near term (although it is difficult to predict the PapillonShare price movement with any certainty).

No Superior Offer hasemerged

Since the initial announcement of the Transaction on 3 June2014, and up to the date of this Scheme Booklet, no SuperiorOffer has emerged and the Board is not aware of any SuperiorOffer that is likely to emerge.

2.2 Reasons to vote against the Scheme

You may disagree with yourDirectors’ unanimousrecommendation or theIndependent Expert’sconclusion

In concluding that the Scheme is in the best interests of PapillonShareholders, in the absence of a Superior Offer, the Directorsand Independent Expert are making judgements based on futureevents which are not predictable with certainty and which mayprove to be incorrect (either positively or negatively).

Papillon Shareholders may not agree with the Directors'unanimous recommendation or the Independent Expert'sconclusion and are not obliged to follow the recommendation.

The Merged Entity will besubject to a number of risksto which Papillon is notcurrently exposed

If the Scheme becomes Effective, Scheme Participants (otherthan Ineligible Shareholders and Electing Small SchemeParticipants) will be issued New B2Gold Shares and maytherefore be subject to certain risks which Papillon is notcurrently exposed to, including the following:

• mining operations – B2Gold’s mining operations aresubject to the risks and hazards normally encountered in

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such activities, which could result in property damage,personal injury or death, environmental pollution andpotential legal liability;

• foreign countries and mining risks – B2Gold’s exploration,development and production activities are currentlyconducted in Nicaragua, the Philippines, Namibia, BurkinaFaso and Colombia and, as such, B2Gold’s operations areexposed to various levels of political, economic and otherrisks and uncertainties;

• labour and employment matters – production at B2Gold’smining operations is dependent upon the efforts ofB2Gold’s employees and B2Gold’s relations with itsunionised and non unionised employees;

• joint ventures – certain assets in which B2Gold has aninterest are the subject of joint venture arrangements withother mining companies and will be subject to the risksnormally associated with the conduct of joint ventures;

• property interests – B2Gold has certain obligations in orderto acquire and maintain title to certain of its currentproperties and B2Gold must meet certain requirements.No guarantee can be given that B2Gold will be in a positionto comply with all such conditions and obligations, or torequire third parties to comply with their obligations withrespect to such properties;

• unknown liabilities in connection with acquisitions – aspart of B2Gold’s acquisitions, B2Gold has assumedliabilities and risks. While B2Gold has conductedcomprehensive due diligence, there may be liabilities orrisks that B2Gold failed, or was unable, to discover in thecourse of performing the due diligence investigations or forwhich B2Gold was not indemnified;

• enforcement of civil liabilities – a significant portion ofB2Gold’s assets are located outside of Australia and almostall of its directors and executive officers are residentoutside of Australia. As a result, it may be difficult orimpossible to enforce judgments granted by a court inAustralia against the assets of B2Gold or the directors andofficers of B2Gold; and

• hedging – B2Gold is required to enter into hedgingarrangements pursuant to its lending arrangements andthere is no assurance that such arrangements will besuccessful.

These different risks will mean that the Merged Entity will have adifferent risk profile to that of Papillon on a standalone basis.

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You may prefer to retain your exposure to Papillon's risks andinvestment profile as a standalone entity including its size,capital structure and geographic exposure.

Further details of these risks can be found in Section 9.

You will be exposed todifferences betweenapplicable corporations andsecurities laws

Papillon is incorporated in Australia and listed on ASX whileB2Gold is incorporated in British Columbia, Canada with aprimary listing on TSX and a secondary listing on NYSE MKT. Ifthe Scheme becomes Effective, Papillon Shareholders (otherthan Ineligible Shareholders and Electing Small SchemeParticipants) whose rights are currently governed by the laws ofAustralia, ASX Listing Rules and the constitution of Papillon willbecome holders of New B2Gold Shares. The rights of holders ofNew B2Gold Shares will be governed by British Columbian law,the TSX Company Manual and B2Gold’s notice of articles andarticles.

Although some of the material differences between Australiancompany law and ASX Listing Rules and British Columbiacompany law and the TSX Company Manual rules as they relateto Papillon and B2Gold respectively could be viewed asadvantageous to Papillon Shareholders, others could be viewedas disadvantageous to Papillon Shareholders.

Further details on rights attaching to B2Gold Shares and thedifferences between applicable company laws, listing rules, andother relevant laws, can be found in Annexure 3.

You may believe there is anopportunity for increasedvalue from Papillon remainingas a standalone entity

Since acquiring the Fekola Project in 2010, Papillon has grownfrom a small gold exploration company to a highly ratedemerging gold development company with a marketcapitalisation of more than A$480 million as at 2 June 2014.

You may believe that Papillon will continue to grow and PapillonShareholders will have the opportunity for greater returns overthe long term by continued investment in Papillon as anindependent company.

In assessing and recommending the Scheme, your Directors haveevaluated the benefits of Papillon continuing as an independentcompany against the value of the Transaction. In deciding thatthey should recommend the Transaction, your Directorsdetermined that, on balance, the earlier and more certain valuerepresented by the Transaction was more favourable to PapillonShareholders than the strategic options that might otherwise beavailable to Papillon as an independent company.

A Superior Offer for Papillon,if it were to continue as anindependent company, may

It is possible that, if Papillon were to continue as an independentcompany, a Superior Offer for Papillon which is more attractivefor Papillon Shareholders may materialise in the future.

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materialise in the future Until the Scheme becomes Effective, there is nothing preventingother parties from making unsolicited Competing Proposals forPapillon.

Your Directors may consider an unsolicited Competing Proposalthat is or would reasonably be expected to result in a SuperiorOffer, but Papillon may not solicit Competing Proposals. B2Goldhas the right, but not the obligation, to match any SuperiorOffer.

As at the date of this Scheme Booklet, no Superior Offer hasemerged.

If a Superior Offer for Papillon emerges prior to theImplementation Date or the Sunset Date (whichever occursearliest) your Directors will carefully consider the proposal andwill inform you of any material developments.

Further details relating to Competing Proposals and SuperiorOffers are set out in Sections 5.6 and 11.11 and the MergerImplementation Agreement set out in Annexure 2 of this SchemeBooklet.

The exact value of theScheme Consideration uponimplementation of theScheme is not certain

The exact value of the Scheme Consideration that would berealised by Scheme Participants upon implementation of theScheme is not certain because it is dependent on the price atwhich B2Gold Shares trade on TSX and the C$:A$ exchange rateat the Implementation Date.

You will need to trade yourNew B2Gold Shares on TSX orNYSE MKT as the New B2GoldShares will not trade on ASX

New B2Gold Shares will be listed on TSX and NYSE MKT but willnot be listed on ASX. If you receive New B2Gold Shares, you willonly be able to trade your New B2Gold Shares on TSX or NYSEMKT.

Please see Sections 5.2 and 5.10 for further information ontrading New B2Gold Shares.

If you are an IneligibleShareholder or an ElectingSmall Scheme Participant,your New B2Gold Shares willbe issued to the Sale Agent,to be sold, which may resultin a tax liability

If the Scheme becomes Effective, New B2Gold Shares that wouldotherwise be issued to an Ineligible Shareholder, or on behalf ofan Electing Small Scheme Participant, will be issued to the SaleAgent, who will then sell those New B2Gold Shares and remit theproceeds (net of costs) to the Ineligible Shareholder or ElectingSmall Scheme Participant, as applicable. The sale of those NewB2Gold Shares may result in a tax liability for the IneligibleShareholder or Electing Small Scheme Participant.

2.3 Other relevant considerations

The Scheme is conditional The Scheme is conditional on approval by the Requisite Majorityof Papillon Shareholders and by the Court.

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The issue of New B2Gold Shares is also conditional on theapproval of the requisite majority of B2Gold Shareholders at theB2Gold Shareholders' Meeting.

The Transaction is also conditional on a number of otherconditions including regulatory approvals, which are set out inSection 11.10. As at the date of this Scheme Booklet, yourDirectors are not aware of any matter which they expect willresult in a breach of, or lead to non performance of, any of thoseconditions. See Section 11.10(a) for the conditions which remainoutstanding and Section 11.10(b) for the conditions which havebeen satisfied as at the date of this Scheme Booklet.

All or nothing proposal If the Scheme is approved by the Requisite Majority of PapillonShareholders and the Court and all of the other conditions to theTransaction are either satisfied or waived (where applicable):

• the Scheme will bind all Scheme Participants, includingthose who do not vote on the Scheme Resolution andthose who vote against it, meaning that all SchemeParticipants will have their Papillon Shares transferred toB2Gold (or the B2Gold Nominee) and will receive theScheme Consideration (or in the case of IneligibleShareholders and Electing Small Scheme Participants, thenet proceeds of sale of the relevant New B2Gold Shares);

• Papillon will become a wholly owned Subsidiary of B2Gold;and

• Papillon will be delisted from ASX.

If any of the conditions to the Transaction are not satisfied orwaived (where applicable) on or before the Second Court Date,the Merger Implementation Agreement may be terminated andthe Transaction will not be implemented.

What happens if the Schemeis not implemented?

The consequences of the Scheme not being implementedinclude:

• Scheme Participants will retain their Papillon Shares, willnot receive the Scheme Consideration, and will continue tobe exposed to the risks associated with their investment inPapillon Shares;

• the existing Papillon Board and management will continueto operate Papillon's business;

• the expected benefits of the Transaction (as set out inSection 2.1) will not be realised;

• Papillon will have incurred significant costs and

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management time and resources for no outcome; and

• Papillon may be liable to pay the Papillon ReimbursementFee Amount (US$5,700,000) to B2Gold (for further detailsin relation to the Papillon Reimbursement Fee Amount, seeSection 11.13).

If the Transaction is not completed, the market price of PapillonShares may decline to the extent that the market price reflects anassumption that the Scheme will be completed.

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3. Frequently Asked Questions

The following table provides brief answers to questions you may have in relation to the Transaction,but must be read in conjunction with the more detailed information included in this Scheme Booklet.You are urged to read this Scheme Booklet in its entirety.

Questions about the Transaction

What is the Scheme? The Scheme is a proposed merger of Papillon and B2Gold tobe implemented by way of a scheme of arrangementbetween Papillon and the Papillon Shareholders under whichall of the Papillon Shares will be transferred to B2Gold (or theB2Gold Nominee) in consideration for the issue by B2Gold ofthe Scheme Consideration.

The Scheme requires the approval of both the RequisiteMajority of Papillon Shareholders at the Scheme Meeting andthe Court.

The terms of the Scheme are set out in full in Annexure 4 ofthis Scheme Booklet.

What is the SchemeConsideration?

If the Transaction proceeds, the Scheme Consideration, being0.661 of a New B2Gold Share for each Papillon Share youhold on the Record Date will be issued, unless you are anIneligible Shareholder or Electing Small Scheme Participant.

What will be the effect of theScheme?

If the Scheme is approved by the Requisite Majority ofPapillon Shareholders and the Court:

• all your Papillon Shares will be transferred to B2Gold(or the B2Gold Nominee);

• in exchange, you will receive the Scheme Considerationfor each Papillon Share you hold, unless you are anIneligible Shareholder or Electing Small SchemeParticipant; and

• Papillon will become a wholly owned Subsidiary ofB2Gold and will be delisted from ASX.

What value does the Schemeimply for my Papillon Shares?

The Scheme Consideration is 0.661 New B2Gold Shares perPapillon Share. This implies a value of:

• A$1.72 per Papillon Share based on the 2 June 2014closing price of B2Gold Shares on TSX (the last TSXtrading day before the announcement of theTransaction) of C$2.62 and the C$:A$ exchange rate atthe time of 0.992; and

• A$1.86 per Papillon Share based on the 5 August 2014closing price of B2Gold Shares on TSX (being the last

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practicable TSX trading day prior to the date of thisScheme Booklet) of C$2.87 and the C$:A$ exchangerate at the time of 0.980.

The implied value of the Scheme Consideration may increaseor decrease prior to the Implementation Date based onmovements in the B2Gold Share price. Please refer to Section7.13 for the recent price history of B2Gold Shares.

The A$ value of the Scheme Consideration may increase ordecrease prior to the Implementation Date based onmovements in the C$:A$ exchange rate.

Are there conditions that need tobe satisfied before the Transactioncan proceed?

Implementation of the Transaction is subject to satisfaction(or waiver in some cases) of a number of conditionscontained in the Merger Implementation Agreement, set outin Annexure 2 of this Scheme Booklet.

A number of those conditions remain outstanding as at thedate of this Scheme Booklet as described in Section 11.10(a).A description of the conditions that have already beensatisfied or waived (where applicable) is included in Section11.10(b).

What is the Directors'recommendation?

Your Directors have carefully considered the advantages anddisadvantages of the Transaction and unanimouslyrecommend that you vote in favour of the Scheme, in theabsence of a Superior Offer.

Your Directors intend to vote in favour of the Scheme withrespect to any Papillon Shares they hold or control, in theabsence of a Superior Offer.

What are the reasons to vote infavour of the Scheme?

The Directors have described in Section 2.1 the reasons whyPapillon Shareholders should vote in favour of the Scheme.

What are the reasons to voteagainst the Scheme?

The Directors have described in Section 2.2 the reasons whyyou may decide to vote against the Scheme.

What are the risks for me if theScheme is implemented

If the Scheme is implemented, you will be entitled to receivethe Scheme Consideration in the form of New B2Gold Shares(unless you are an Ineligible Shareholder or Electing SmallScheme Participant). Papillon Shareholders who receive andretain New B2Gold Shares under the Scheme may be subjectto certain risks as set out in Section 9.

What is the Independent Expert'sconclusion?

The Independent Expert has concluded that the Scheme isfair and reasonable and in the best interests of PapillonShareholders, in the absence of a Superior Offer.

The Independent Expert’s Report is set out in Annexure 1 of

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this Scheme Booklet.

If I wish to support the Scheme,what should I do?

Your Directors unanimously recommend that you vote infavour of the Scheme at the Scheme Meeting, in the absenceof a Superior Offer. If you are a registered PapillonShareholder and are unable to attend the Scheme Meetingyou may be entitled to vote by proxy, corporaterepresentative or attorney.

See Section 4 for directions on how to vote and importantvoting information generally.

What happens if I vote against theScheme?

If, despite your Directors' unanimous recommendation andthe conclusion of the Independent Expert, you do notsupport the Transaction, you may vote against the Scheme atthe Scheme Meeting.

If the Scheme is approved by the Requisite Majority ofPapillon Shareholders and by the Court, and all otherconditions to the Transaction are satisfied or waived (whereapplicable), your Papillon Shares will be transferred toB2Gold (or the B2Gold Nominee) in consideration for B2Goldissuing to you or the Sale Agent on your behalf, as applicable,the Scheme Consideration for your Papillon Shares. This willoccur even if you voted against the Scheme at the SchemeMeeting.

If the Scheme is not approved by the Requisite Majority ofPapillon Shareholders or the Court, Papillon will remain anindependent company and you will remain a PapillonShareholder.

How will the Transaction beimplemented?

If the Scheme becomes Effective, no further action isrequired on the part of the Scheme Participants in order toimplement the Scheme. Under the Scheme, Papillon is givenauthority to effect a valid transfer of all Papillon Shares toB2Gold (or the B2Gold Nominee) and to enter the name ofB2Gold (or the B2Gold Nominee) in the Register as holder ofall Papillon Shares. If the Scheme becomes Effective, eachPapillon Shareholder (other than an Ineligible Shareholder orElecting Small Scheme Participant) will be deemed to haveagreed to become a shareholder of B2Gold and to haveaccepted the New B2Gold Shares issued to that holder, underthe Scheme subject to, and to be bound by, B2Gold'sconstating documents and the BCBCA.

What happens if the Scheme is notapproved?

If the Scheme is not approved by the Requisite Majority ofPapillon Shareholders or the Court, the Scheme will not beimplemented.

Further, if any of the conditions to the Transaction are not

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satisfied or waived (where applicable), including if theScheme is not approved by the Requisite Majority of PapillonShareholders and by the Court, the Merger ImplementationAgreement may be terminated and the Transaction will notbe implemented.

The consequences of the Scheme not being implementedinclude:

• you will retain your Papillon Shares, you will not beissued the Scheme Consideration, and you willcontinue to be exposed to the risks associated withyour investment in Papillon Shares;

• the existing Papillon Board and management willcontinue to operate Papillon's business;

• the expected benefits of the Transaction (as set out inSection 2.1) will not be realised;

• the Papillon Share price may fall; and

• Papillon will have incurred significant costs andmanagement time and resources for no outcome.

Is a Superior Offer likely? Whathappens if a Superior Offeremerges?

As at the date of this Scheme Booklet, no Superior Offer forPapillon has emerged.

It is possible that, if Papillon were to continue as anindependent company, a Superior Offer for Papillon maymaterialise in the future.

Until the Implementation Date (if the Scheme is approved bythe Requisite Majority of Papillon Shareholders and theCourt) or the Sunset Date (whichever occurs earlier), there isnothing preventing other parties from making unsolicitedCompeting Proposals for Papillon.

Further details regarding Competing Proposals and SuperiorOffers are set out in Sections 5.6 and 11.11.

What are the tax implications ofthe Transaction?

Eligible Papillon Shareholders who are Australian residentsfor tax purposes and who would otherwise realise a capitalgain on the disposal of their Papillon Shares in return for NewB2Gold Shares under the Scheme should generally be able toobtain CGT scrip for scrip roll over relief.

If you are an Ineligible Shareholder or Electing Small SchemeParticipant the New B2Gold Shares that you would otherwisehave been entitled to will be issued to, the Sale Agent whowill then sell those New B2Gold Shares and remit theproceeds to you in A$, net of costs. The sale of those NewB2Gold Shares may result in a tax liability for the Ineligible

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Shareholder or the Electing Small Scheme Participant (as thecase may be). Section 10 provides a description of thegeneral Australian tax consequences of the Transaction.

If you are unsure, you should seek professional tax advice assoon as possible.

Who will manage the MergedEntity following theimplementation of theTransaction?

The Merged Entity’s board of directors will consist of thecurrent directors of B2Gold, with the addition of MarkConnelly. The senior executive officers of the Merged Entitywill consist of the current senior executive officers of B2Gold.

How do the Directors intend tovote in respect of their ownPapillon Shares?

Each Director intends to vote in favour of the Scheme withrespect to any Papillon Shares they hold or control, in theabsence of a Superior Offer.

Your Directors collectively control the voting rights attachingto approximately 4.27% of the total number of PapillonShares on issue.

Questions about your entitlements

Who is entitled to participate inthe Transaction?

Each person (other than B2Gold) who is a PapillonShareholder as at 5.00pm (WST) on the Record Date(expected to be 26 September 2014) will be entitled toparticipate in the Scheme.

See Section 12.3 for details on B2Gold's holdings in Papillon.

What if I am an IneligibleShareholder?

If you are a Papillon Shareholder whose address shown in theRegister is in an Ineligible Jurisdiction, B2Gold will not issueNew B2Gold Shares to you.

The number of New B2Gold Shares that would otherwisehave been issued to you under the Scheme will be issued tothe Sale Agent, who will sell those New B2Gold Shares andremit the proceeds of such sale to you in A$, net of costs.

See Section 5.3 for further details.

Is there a Sale Facility? Yes, if you are a Scheme Participant with an Australian orNew Zealand address in the Register whose entitlement tothe Scheme Consideration would be 132,200 New B2GoldShares or less (equating to a holding of 200,000 PapillonShares or less on the Record Date). Each Small SchemeParticipant may become an Electing Small Scheme Participantby electing to have all (but not only some) of their holding ofNew B2Gold Shares sold by the Sale Agent, outside theUnited States, and to receive the proceeds of the sale in A$,net of costs. If you wish to make such an election, you shouldrefer to Section 5.4 for further information.

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What happens if the market priceof B2Gold Shares increases ordecreases?

The implied value of the Scheme Consideration may increaseor decrease prior to the Implementation Date based onmovements in the B2Gold Share price.

How will fractional entitlementsto New B2Gold Shares be treated?

If, pursuant to the calculation of your Scheme Consideration,you would be entitled to a fraction of a New B2Gold Shareyour fractional entitlement will be rounded down to thenearest whole number of New B2Gold Shares.

When will I be issued the SchemeConsideration?

If the Scheme is implemented, B2Gold must issue your NewB2Gold Shares to you (or in the case of an IneligibleShareholder or an Electing Small Scheme Participant, to theSale Agent) on the Implementation Date, which is expectedto be on 3 October 2014. Papillon will procure thatdocuments of title are sent to Papillon Shareholders (exceptIneligible Shareholders and Electing Small SchemeParticipants) in respect of the Scheme Consideration on theImplementation Date.

Will I have to pay brokerage feeson the disposal of my PapillonShares?

No brokerage fees or other costs are payable in connectionwith the issue of the Scheme Consideration. If you are anIneligible Shareholder or Electing Small Scheme Participant,the Sale Agent will deduct brokerage or other costs from thesale of New B2Gold Shares that would otherwise have beenissued to you and pay you the net amount.

How can I trade my New B2GoldShares?

B2Gold is listed on TSX and NYSE MKT, but not on ASX. If youwish to sell the New B2Gold Shares you receive under theScheme, or purchase additional B2Gold Shares, you will needto instruct a stockbroker who is able to execute trades on TSXor NYSE MKT.

If you are located in Australia or New Zealand and wish to sellthe New B2Gold Shares you receive under the Scheme but donot have a stockbroker who is able to execute trades on TSXor NYSE MKT, you can call Macquarie Equities on 1800 100192 or Euroz Securities on +61 8 9346 0316. MacquarieEquities or Euroz Securities may be able to assist in sellingyour New B2Gold Shares for you.

Questions about voting

Who can vote? If you are registered as a Papillon Shareholder at 5.00pm(WST) on 13 September 2014 you will be entitled to vote onthe Scheme Resolution to be proposed at the SchemeMeeting.

For further details, see Section 4.

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When and where will the SchemeMeeting be held?

The Scheme Meeting to approve the Scheme is scheduled tobe held at Plaza Level of The BGC Centre, 28 The Esplanade,Perth, Western Australia on 15 September 2014 commencingat 10.00am (WST).

Further details of the Scheme Meeting, including how to voteare contained in Section 4. The Notice of Scheme Meeting iscontained in Annexure 6 of this Scheme Booklet.

What vote is required to approvethe Scheme?

The Scheme needs to be approved by the Requisite Majorityof Papillon Shareholders, which is:

• unless the Court orders otherwise, a majority innumber (more than 50%) of Papillon Shareholderspresent and voting at the Scheme Meeting (in personor by proxy, corporate representative or attorney); and

• at least 75% of the total number of votes cast on theresolution at the Scheme Meeting.

Is voting compulsory? No, voting is not compulsory. However, your vote isimportant. If you cannot attend the Scheme Meetingscheduled to be held on 15 September 2014 at 10.00am(WST) you should complete and return the Proxy Formenclosed with this Scheme Booklet.

For further details regarding voting and submitting ProxyForms for the Scheme Meeting, see Section 4.

Why should I vote? Your vote will be important in determining whether theTransaction will proceed.

Your Directors have determined that the Scheme is in thebest interests of Papillon Shareholders and unanimouslyrecommend that you vote in favour of the Scheme, in theabsence of a Superior Offer.

What happens if I do not vote? If you do not vote and the Scheme is approved by a RequisiteMajority of Papillon Shareholders and the Court, yourPapillon Shares will be transferred to B2Gold (or the B2GoldNominee) in consideration for B2Gold issuing to you theScheme Consideration for your Papillon Shares unless you arean Ineligible Shareholder, or an Electing Small SchemeParticipant, in which case the Sale Agent will sell your NewB2Gold Shares and remit the proceeds to you, net of costs.

If the Scheme is not approved, Papillon will remain anindependent company and you will remain a PapillonShareholder.

Can I attend the Court and opposethe Court approval of the

If you wish to oppose approval by the Court of the Scheme atthe Court hearing to be held on the Second Court Date, you

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Scheme? may do so by filing with the Court, and serving on Papillon, anotice of appearance in the prescribed form together withany affidavit on which you wish to rely at the hearing. Thenotice of appearance and affidavit must be served onPapillon at least one Business Day (in Perth, WesternAustralia) before the Second Court Date.

What are my options? You may:

• vote in favour of the Scheme at the Scheme Meeting;

• vote against the Scheme at the Scheme Meeting;

• sell your Papillon Shares on market at any time beforethe close of trading on ASX on the Effective Date; or

• do nothing.

What if I cannot, or do not wishto, attend the Scheme Meeting?

If you cannot, or do not wish to, attend the Scheme Meeting,you may appoint a proxy, corporate representative orattorney to vote on your behalf. For further details regardingvoting and submitting Proxy Forms for the Scheme Meeting,see Section 4.

Questions about B2Gold

Who is B2Gold? B2Gold is a mid tier gold mining company with a strategicfocus on acquiring and developing interests in mineralproperties with demonstrated potential for hosting economicmineral deposits with gold deposits as the primary focus.B2Gold conducts gold mining operations and exploration anddrilling campaigns to define and develop resources andreserves on its properties with an intention of developing,constructing and operating mines on such properties. B2Goldis targeting gold production in 2014 of approximately395,000 420,000 ounces at a projected all in sustaining costof approximately US$1,025 US$1,125 per ounce across itsportfolio.

B2Gold’s material projects consist of the following threeoperating mines, one mine under construction and twodevelopment projects:

La Libertad mine, an open pit, and potentialunderground, gold mine located 110 kilometres dueeast of Managua, and 32 kilometres northeast ofJuigalpa, Nicaragua;

Limon mine, an open pit and underground gold minelocated in northwestern Nicaragua, approximately 100kilometres northwest of Managua, Nicaragua;

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Masbate mine, an open pit gold mine located near thenorthern tip of the island of Masbate, 360 kilometressouth east of the capital of Manila, Philippines;

Otjikoto project, an open pit, and potentialunderground, gold mine currently under construction,located approximately 300 kilometres north ofWindhoek, the capital of Namibia;

Kiaka project, a potential open pit gold mine, located140 kilometres southeast of Ouagadougou, the capitalcity of Burkina Faso; and

Gramalote project (49% joint venture interest), apotential open pit gold mine, located 230 kilometresnorthwest of Bogota, the capital city of Colombia.

B2Gold holds other exploration assets in Nicaragua, thePhilippines, Namibia, Burkina Faso and Colombia as part of itscontinuing operations.

B2Gold’s corporate objective is to build an intermediate goldcompany through the development of gold properties,organic growth through exploration, and by capitalising on itsmanagement experience through strategic acquisiti