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B2GOLD CORP Major Shareholding Notification 2025

May 5, 2025

30859_mrq_2025-05-05_f86ce3b8-b709-4ff0-9159-2e6c96d9e688.zip

Major Shareholding Notification

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xml version="1.0" encoding="UTF-8"? SCHEDULE 13G Field: Pseudo-Tag; ID: Name; Data: Pale Fire Capital SE 0001922318 XXXXXXXX LIVE Common Shares, no par value 04/16/2025 0001429937 B2GOLD CORP 11777Q209 PARK PLACE SUITE 3400 - 666 BURRARD STREET VANCOUVER, BRITISH COLUMBIA A1 2X8 Rule 13d-1(c) Pale Fire Capital SICAV a.s. 2N 0.00 66000909.00 0.00 66000909.00 66000909.00 N 5.0 CO Pale Fire Capital investicni spolecnost a.s. 2N 0.00 66000909.00 0.00 66000909.00 66000909.00 N 5.0 CO PALE FIRE CAPITAL SE 2N 0.00 66000909.00 0.00 66000909.00 66000909.00 N 5.0 HC OO Senkypl Dusan 2N 0.00 66000909.00 0.00 66000909.00 66000909.00 N 5.0 HC IN Barta Jan 2N 0.00 66000909.00 0.00 66000909.00 66000909.00 N 5.0 HC IN B2GOLD CORP PARK PLACE, SUITE 3400 - 666 BURRARD STREET, VANCOUVER, BRITISH COLUMBIA, CANADA V6C 2X8 This statement is filed by Pale Fire Capital SICAV a.s., a Joint Stock Company organized under the laws of the Czech Republic ("PFC SICAV"), Pale Fire Capital investicni spolecnost a.s., a Joint Stock Company organized under the laws of the Czech Republic ("PFC IS"), Pale Fire Capital SE, a Societas Europaea organized under the laws of the Czech Republic ("Pale Fire Capital"), Dusan Senkypl and Jan Barta. Each of the foregoing is referred to as a "Reporting Person" and collectively as the "Reporting Persons." PFC IS is the investment manager of PFC SICAV and may be deemed to beneficially own the Common Shares, no par value, of the Issuer (the "Shares") owned directly by PFC SICAV. Pale Fire Capital is the controlling person and sole shareholder of each of PFC SICAV and PFC IS and may be deemed to beneficially own the Shares owned directly by PFC SICAV. Mr. Senkypl is a control person and Chairman of the board of Pale Fire Capital and may be deemed to beneficially own the Shares owned directly by PFC SICAV. Mr. Barta is a control person and Chairman of the supervisory board of Pale Fire Capital and Chief Investment Officer of PFC IS and may be deemed to beneficially own the Shares owned directly by PFC SICAV. The address of the principal office of each of PFC SICAV, PFC IS, and Pale Fire Capital is Zatecka 55/14, Josefov, 110 00 Prague 1, Czech Republic. The address of the principal office of Mr. Senkypl is Jestrabi 493, Osnice, 252 42 Jesenice, Czech Republic. The address of the principal office of Mr. Barta is Na bateriich 104/35, Brevnov, 162 00 Prague 6, Czech Republic. Each of PFC SICAV, PFC IS and Pale Fire Capital is organized under the laws of the Czech Republic. Each of Messrs. Senkypl and Barta are citizens of the Czech Republic. Y As of the date hereof: (i) PFC SICAV directly owned 66,000,909 Shares; (ii) PFC IS, as the investment manager of PFC SICAV, may be deemed the beneficial owner of the 66,000,909 Shares directly owned by PFC SICAV; (iii) Pale Fire Capital, as the controlling person and sole shareholder of each of PFC SICAV and PFC IS, may be deemed the beneficial owner of the 66,000,909 Shares directly owned by PFC SICAV; (iv) Mr. Senkypl, as a control person of Pale Fire Capital and Chairman of its board, may be deemed the beneficial owner of the 66,000,909 Shares directly owned by PFC SICAV; and (v) Mr. Barta, as a control person of Pale Fire Capital and Chairman of its supervisory board and Chief Investment Officer of PFC IS, may be deemed the beneficial owner of the 66,000,909 Shares directly owned by PFC SICAV. The filing of this Schedule 13G shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any securities of the Issuer that such Reporting Person does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly own. The following percentages are based on 1,319,616,807 Shares outstanding as of March 20, 2025, which is the total number of Shares outstanding as disclosed in Exhibit 99.1 to the Issuer's Form 6-K filed with the Securities and Exchange Commission on April 1, 2025. As of the date hereof, (i) PFC SICAV beneficially owned approximately 5.0% of the outstanding Shares and (ii) each of PFC IS, Pale Fire Capital and Messrs. Senkypl and Barta may be deemed to beneficially own approximately 5.0% of the outstanding Shares. See Cover Pages Items 5-9. See Cover Pages Items 5-9. See Cover Pages Items 5-9. See Cover Pages Items 5-9. Y Y Y N See Exhibit 99.1. Y N By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. Pale Fire Capital SICAV a.s. /s/ Dusan Senkypl Dusan Senkypl, Authorized Representative 05/05/2025 Pale Fire Capital investicni spolecnost a.s. /s/ Dusan Senkypl Dusan Senkypl, Board Member 05/05/2025 PALE FIRE CAPITAL SE /s/ Jan Barta Jan Barta, Chairman of the Supervisory Board 05/05/2025 Senkypl Dusan /s/ Dusan Senkypl Dusan Senkypl 05/05/2025 Barta Jan /s/ Jan Barta Jan Barta 05/05/2025