26 May 2022
Oklo Resources agrees to be fully acquired by B2Gold in CAD 81.5m deal
On May 26, 2022, B2Gold Corp. finalized a Scheme Implementation Agreement to acquire Oklo Resources Limited, involving the purchase of all Oklo Shares at approximately CAD0.15 (A$0.1725 each), amounting to a total transaction value of around CAD81.5 million (A$91.3 million). This acquisition included a mix of B2Gold Shares and cash, resulting in a combination of approximately 10,754,284 B2Gold Shares and CAD24.20 (A$27.4 million) in cash consideration. The deal aimed to expand B2Gold's presence in Mali, adding 1,405 km² of exploration ground, notably the flagship Dandoko Project.
The move was expected to leverage Oklo's significant gold resources, with an initial JORC 2012 compliant resource estimate highlighting significant ounces of gold across multiple deposits. The B2Gold Board unanimously approved the transaction, with Oklo's Board also recommending its shareholders to vote in favor, in the absence of a better offer. The transaction structure stipulated that each Oklo Share would be exchanged for 0.0206 B2Gold Shares plus CAD0.046 (A$0.0525) in cash, and included automatic vesting of unvested Oklo options upon Court approval.
The agreement's completion was contingent upon various approvals, including from Oklo shareholders, the Malian Minister of Mines, and stock exchanges. A Scheme Booklet was to be distributed to Oklo shareholders outlining the transaction details, with the Scheme Meeting and expected implementation set for August and September 2022, respectively. The deal incorporated standard protections, such as no shop and no talk provisions, and outlined a reimbursement fee payable by Oklo under certain conditions.