B2Gold Corp. (AMEX: BTG) inked a definitive Scheme Implementation Agreement with Oklo Resources Limited following which B2Gold has decided to buy 100% of the fully paid ordinary shares of Oklo in payment for 0.0206 of common shares of B2Gold and A$0.0525 in cash for each Oklo Share owned.
The Oklo acquisition is likely to give B2Gold an additional 1,405 km2 of land in Mali, West Africa, spanning highly potential greenstone belts, including Oklo’s flagship Dandoko Project (550 km2). The Oklo properties are situated on a north-trending subparallel structure east of the prolific Senegal-Mali Shear Zone, about 25 kilometers from the Fekola Mine and about 25 kilometers from the Anaconda area, where B2Gold is currently drilling a 225,000-meter Mali drill program with a budget of US$35.5 million in 2022.
The Scheme Consideration comprises a purchase price of roughly A$0.1725 per Oklo Share, valuing the transaction at roughly A$91.3 million (including cash consideration of up to roughly A$27.4 million). The Agreement’s transaction will be conducted through a scheme of arrangement under Part 5.1 of the Australian Corporations Act 2001. In addition to the monetary consideration, B2Gold anticipates issuing up to 10,754,284 B2Gold Shares to Oklo shareholders upon the Scheme’s implementation, covering nearly 1% of B2Gold Shares on an undiluted basis.
The Board of Directors of Oklo has decided that the scheme is in the best interest of the company’s shareholders. The Board of Directors of B2Gold has collectively accepted the Transaction, including, without limitation, the Scheme Consideration. At the meeting of Oklo’s shareholders, each director plans to vote for all Oklo Shares in which he or she has a Relevant Interest in favor of the Scheme, which represents nearly 3% of the issued and outstanding Oklo Shares, as well as any other scheme-related matters.