B2Gold Corp. (TSX: BTO), (NYSE AMERICAN: BTG), (NSX: B2G) is pleased to announce that it has entered into a definitive Scheme Implementation Agreement with Oklo Resources Limited (ASX: OKU) pursuant to which B2Gold has agreed to acquire 100% of the fully paid ordinary shares of Oklo in consideration for 0.0206 of a common share of B2Gold and A$0.0525 in cash for each Oklo Share held. The Scheme Consideration represents a purchase price of approximately A$0.1725 for each Oklo Share and values the transaction at approximately A$91.3 million (including up to approximately A$27.4 million cash consideration). The transaction as contemplated by the Agreement will be implemented by way of a scheme of arrangement pursuant to Part 5.1 of the Australian Corporations Act 2001 (Cth). Upon implementation of the Scheme, in addition to the cash consideration, B2Gold expects to issue up to 10,754,284 B2Gold Shares to Oklo shareholders, representing approximately 1% of the B2Gold Shares on an undiluted basis.

The acquisition of Oklo is expected to provide B2Gold with an additional landholding of 1,405 km² covering highly prospective greenstone belts in Mali, West Africa, including Oklo’s flagship Dandoko Project (550 km²). The Oklo properties are located on a subparallel, north-trending structure east of the prolific Senegal-Mali Shear Zone, approximately 25 kilometres from the Fekola Mine and approximately 25 kilometres from the Anaconda area, where B2Gold is currently conducting a 2022 Mali drill program of approximately 225,000 metres of drilling with a budget of US$35.5 million.

In March 2021, Oklo delivered an initial JORC 2012 compliant Measured and Indicated mineral resource estimate of 8.70 million tonnes at 1.88 grams per tonne for 528,000 ounces of gold and an Inferred mineral resource estimate of 2.63 million tonnes at 1.67 g/t for 141,000 ounces of gold.  The mineral resources are distributed across the Seko, Koko, Disse and Diabarou deposits, which all remain open and are expected to grow with ongoing exploration drilling both along strike and at depth. Significantly, B2Gold believes that approximately 65% of the resource is contained in soft oxidized material, which would be amenable to processing at B2Gold’s Fekola mill.

Board of Directors’ Approval and Recommendations

The Board of Directors of B2Gold has unanimously approved the Transaction, including, without limitation, the Scheme Consideration.

The Board of Directors of Oklo considers the Scheme to be in the best interests of Oklo shareholders and has unanimously recommended the Scheme to Oklo Shareholder and recommends that all Oklo shareholders vote in favour of the proposed Scheme at the Scheme Meeting (as defined below), in both cases in the absence of a superior proposal or the independent expert appointed by Oklo concluding that the Scheme is not in the best interests of Oklo shareholders.  Subject to those same qualifications, each director of Oklo intends to vote (or cause to be voted) all Oklo Shares in which he or she has a Relevant Interest (as defined in the Agreement) in favour of the Scheme, representing approximately 3% of the issued and outstanding Oklo Shares, and any other scheme related matters at the meeting of the shareholders of Oklo.

Transaction Structure and Certain Terms of the Agreement

Pursuant to the Agreement, B2Gold has agreed to acquire all the fully paid Oklo Shares by way of the Scheme pursuant to which Oklo shareholders will receive 0.0206 B2Gold Shares and A$0.0525 in cash for each Oklo Share held.  In addition, under the terms of the Agreement, Oklo is required to procure that all unvested Oklo options automatically vest, in accordance with their terms upon the Supreme Court of Western Australia approving the Scheme. Oklo optionholders who exercise their Oklo options prior to the Scheme record date will be entitled to participate in the Scheme. Additionally, Oklo has entered into option cancellation deeds with certain Oklo optionholders pursuant to which their unexercised options will be cancelled with effect on implementation of the Scheme.

The Transaction, including without limitation, the Scheme, is subject to approval by the Court, the Oklo shareholders at the Scheme Meeting, together with other customary closing conditions. The Scheme is also conditional on, among other things, approval from the Malian Minister of Mines of the indirect transfer of ownership of certain mineral rights, and approval from the TSX and NYSE American, including in respect of the issuance and listing of new B2Gold Shares issuable pursuant to the Scheme.

A Scheme Booklet setting out the key terms of the Transaction, including the Scheme, the Independent Expert’s report and the reasons for the Oklo directors’ recommendation will be sent to all Oklo shareholders in due course. The Scheme Meeting to consider the Scheme is expected to be held in August 2022 and the Scheme is expected to be implemented in September 2022, subject to satisfaction of all conditions and receipt of all necessary approvals. The Scheme is conditional, among other things, upon approval by at least 75% of the number of votes cast, and more than 50% of the number of Oklo shareholders present and voting, at the Scheme Meeting.

The Agreement also contains customary deal protection mechanisms, including no shop and no talk provisions, matching and notification rights for B2Gold in the event of a competing proposal and a reimbursement fee payable by Oklo in specified circumstances.

Qualified Person

Tom Garagan, Senior Vice President of Exploration at B2Gold, a qualified person under National Instrument 43-101, has reviewed and approved the information contained in this news release.

About B2Gold Corp.

B2Gold is a low-cost international senior gold producer headquartered in Vancouver, Canada. Founded in 2007, today, B2Gold has operating gold mines in Mali, Namibia and the Philippines and numerous exploration and development projects in various countries including Mali, Colombia, Finland and Uzbekistan. B2Gold forecasts total consolidated gold production of between 990,000 and 1,050,000 ounces in 2022.