B2Gold Corp. has entered into a definitive scheme implementation agreement with Oklo Resources Ltd. where it will 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 agreement 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).

B2Gold expects to issue up to 10,754,284 shares to Oklo shareholders, representing approximately 1% of the B2Gold shares.

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 kilometers (km) from the Fekola mine and approximately 25 km from the Anaconda area, where B2Gold is currently conducting a 2022 Mali drill program of approximately 225,000 m 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 8.7 million metric tons (mt) at 1.88 grams per mt (g/mt) for 528,000 ounces (oz) of gold and an inferred mineral resource estimate of 2.63 million mt at 1.67 g/mt for 141,000 oz 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.

The Board of Directors of B2Gold has unanimously approved the transaction.