VANCOUVER, BC, May 26, 2022
/CNW/ - B2Gold Corp. (TSX: BTO), (NYSE AMERICAN: BTG), (NSX: B2G)
("B2Gold") is pleased to announce that it has entered into a
definitive Scheme Implementation Agreement ("Agreement")
with Oklo Resources Limited (ASX: OKU) ("Oklo") pursuant to
which B2Gold has agreed to acquire 100% of the fully paid ordinary
shares of Oklo (the "Oklo Shares") in consideration for
0.0206 of a common share of B2Gold (each whole share, a "B2Gold
Share") and A$0.0525 in cash for
each Oklo Share held ("Scheme Consideration"). 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 (the
"Transaction") will be implemented by way of a scheme of
arrangement pursuant to Part 5.1 of the
Australian Corporations Act 2001 (Cth)
("Scheme"). 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
("g/t") 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 (the
"Independent Expert") 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 (the "Scheme Meeting").
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 (the
"Court") 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.
On Behalf of B2GOLD CORP.
"Clive T. Johnson"
President & Chief Executive Officer
For more information on B2Gold please visit the Company website
at www.b2gold.com or contact:
Randall Chatwin
SVP, Legal and Corporate Communications
604-681-8371
rchatwin@b2gold.com
The Toronto Stock Exchange and NYSE American LLC neither
approve nor disapprove the information contained in this news
release.
Production guidance presented in this news release reflect
total production at the mines B2Gold operates on a 100% project
basis. Please see our Annual Information Form dated March 30, 2022 for a discussion of our ownership
interest in the mines B2Gold operates.
This news release includes certain "forward-looking
information" and "forward-looking statements" (collectively
forward-looking statements") within the meaning of applicable
Canadian and United States
securities legislation, including: projections; outlook; guidance;
forecasts; estimates; statements regarding the Transaction,
including, without limitation, the expected shareholding in B2Gold
by B2Gold shareholders and former Oklo shareholders upon completion
of the Scheme, the timing of the Oklo Shareholders' Meeting, the
completion of the Scheme, including receipt of all necessary
regulatory approvals, including from the TSX and NYSE MKT, and the
satisfaction of conditions; statements relating to the expected
landholding in Mali following
acquisition of Oklo and certain mineral resources being amenable to
processing at B2Gold's Fekola mill, and other statements regarding
future or estimated financial and operational performance, gold
production and sales, revenues and cash flows, and capital costs
(sustaining and non-sustaining) and operating costs, and including,
without limitation: total consolidated gold production of between
990,000 and 1,050,000 ounces in 2022. All statements in this news
release that address events or developments that we expect to occur
in the future are forward-looking statements. Forward-looking
statements are statements that are not historical facts and are
generally, although not always, identified by words such as
"expect", "plan", "anticipate", "project", "target", "potential",
"schedule", "forecast", "budget", "estimate", "intend" or "believe"
and similar expressions or their negative connotations, or that
events or conditions "will", "would", "may", "could", "should" or
"might" occur. All such forward-looking statements are based on the
opinions and estimates of management as of the date such statements
are made.
Forward-looking statements necessarily involve assumptions,
risks and uncertainties, certain of which are beyond B2Gold's
control, including risks associated with or related to: the
duration and extent of the COVID-19 pandemic, the effectiveness of
preventative measures and contingency plans put in place by the
Company to respond to the COVID-19 pandemic, including, but not
limited to, social distancing, a non-essential travel ban, business
continuity plans, and efforts to mitigate supply chain disruptions;
escalation of travel restrictions on people or products and
reductions in the ability of the Company to transport and refine
doré; the volatility of metal prices and B2Gold's common shares;
changes in tax laws; the dangers inherent in exploration,
development and mining activities; the uncertainty of reserve and
resource estimates; not achieving production, cost or other
estimates; actual production, development plans and costs differing
materially from the estimates in B2Gold's feasibility and other
studies; the ability to obtain and maintain any necessary permits,
consents or authorizations required for mining activities;
environmental regulations or hazards and compliance with complex
regulations associated with mining activities; climate change and
climate change regulations; the ability to replace mineral reserves
and identify acquisition opportunities; the unknown liabilities of
companies acquired by B2Gold; the ability to successfully integrate
new acquisitions; fluctuations in exchange rates; the availability
of financing; financing and debt activities, including potential
restrictions imposed on B2Gold's operations as a result thereof and
the ability to generate sufficient cash flows; operations in
foreign and developing countries and the compliance with foreign
laws, including those associated with operations in Mali, Namibia, the Philippine and Colombia and including risks related to
changes in foreign laws and changing policies related to mining and
local ownership requirements or resource nationalization generally,
including in response to the COVID-19 outbreak; remote operations
and the availability of adequate infrastructure; fluctuations in
price and availability of energy and other inputs necessary for
mining operations; shortages or cost increases in necessary
equipment, supplies and labour; regulatory, political and country
risks, including local instability or acts of terrorism and the
effects thereof; the reliance upon contractors, third parties and
joint venture partners; the lack of sole decision-making authority
related to Filminera Resources Corporation, which owns the Masbate
Project; challenges to title or surface rights; the dependence on
key personnel and the ability to attract and retain skilled
personnel; the risk of an uninsurable or uninsured loss; adverse
climate and weather conditions; litigation risk; competition with
other mining companies; community support for B2Gold's operations,
including risks related to strikes and the halting of such
operations from time to time; conflicts with small scale miners;
failures of information systems or information security threats;
the ability to maintain adequate internal controls over financial
reporting as required by law, including Section 404 of the
Sarbanes-Oxley Act; compliance with anti-corruption laws, and
sanctions or other similar measures; social media and B2Gold's
reputation; risks affecting Calibre having an impact on the value
of the Company's investment in Calibre, and potential dilution of
our equity interest in Calibre; as well as other factors identified
and as described in more detail under the heading "Risk Factors" in
B2Gold's most recent Annual Information Form, B2Gold's current Form
40-F Annual Report and B2Gold's other filings with Canadian
securities regulators and the U.S. Securities and Exchange
Commission (the "SEC"), which may be viewed at www.sedar.com and
www.sec.gov, respectively (the "Websites"). The list is not
exhaustive of the factors that may affect B2Gold's forward-looking
statements
B2Gold's forward-looking statements are based on the
applicable assumptions and factors management considers reasonable
as of the date hereof, based on the information available to
management at such time. These assumptions and factors include, but
are not limited to, assumptions and factors related to B2Gold's
ability to carry on current and future operations, including: the
duration and effects of COVID-19 on our operations and
workforce; development and exploration activities; the timing,
extent, duration and economic viability of such operations,
including any mineral resources or reserves identified thereby; the
accuracy and reliability of estimates, projections, forecasts,
studies and assessments; B2Gold's ability to meet or achieve
estimates, projections and forecasts; the availability and cost of
inputs; the price and market for outputs, including gold; foreign
exchange rates; taxation levels; the timely receipt of necessary
approvals or permits; the ability to meet current and future
obligations; the ability to obtain timely financing on reasonable
terms when required; the current and future social, economic and
political conditions; and other assumptions and factors generally
associated with the mining industry.
B2Gold's forward-looking statements are based on the opinions
and estimates of management and reflect their current expectations
regarding future events and operating performance and speak only as
of the date hereof. B2Gold does not assume any obligation to update
forward-looking statements if circumstances or management's
beliefs, expectations or opinions should change other than as
required by applicable law. There can be no assurance that
forward-looking statements will prove to be accurate, and actual
results, performance or achievements could differ materially from
those expressed in, or implied by, these forward-looking
statements. Accordingly, no assurance can be given that any events
anticipated by the forward-looking statements will transpire or
occur, or if any of them do, what benefits or liabilities B2Gold
will derive therefrom. For the reasons set forth above, undue
reliance should not be placed on forward-looking
statements.
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SOURCE B2Gold Corp.