Oklo Resources : Quarterly Activities Report and Quarterly Cash Flow Report

only29th JULY 2022

JUNE 2022 QUARTERLY ACTIVITIES REPORT

HIGHLIGHTS FOR THE JUNE 2022 QUARTER:

► On 26 May 2022, Oklo announced that it had entered into a binding scheme

		implementation deed1 ("SID") under which, B2Gold Corp. ("B2Gold") will, subject to the
		satisfaction of various conditions, acquire all of the fully paid ordinary shares of Oklo by
		way of a Board recommended scheme of arrangement ("Scheme").
	► If the Scheme is approved by Oklo shareholders and the Court, Oklo shareholders will
use	receive scheme consideration comprised of:
► 0.0206 B2Gold shares per Oklo share2; and
		► A$0.0525 cash per Oklo share.
	► The implied value of the scheme consideration is dependent on B2Gold's share price
		and foreign exchange rates, which change on a daily basis. In the Scheme Booklet
		released on ASX on 29 July 2022, the implied value of the Scheme Consideration was
		$0.1490 per share3 (based on B2Gold's closing share price on 22 July 2022) and
		represented:
		► a 96% premium to the last closing price of Oklo shares on Wednesday, 25 May
		2022 of A$0.076 (being the last trading day prior to the scheme announcement
		date); and
		► a 75% premium to the VWAP of Oklo shares over the 30 ASX trading days
		before Thursday, 26 May 2022, being the scheme announcement date.
	► If the Scheme is approved, Oklo shareholders will receive their scheme consideration
personal	on the Implementation Date, which is expected to be on or about 19 September 2022.
The value of the scheme consideration on the Implementation Date will depend on
prevailing share prices and foreign exchange rates at that time. Based on B2Gold's last
For		closing share price on 28 July 2022 (the last day prior to release of this quarterly report),
	the implied value of the Scheme Consideration was A$0.1544 per share4.
1

The Scheme Implementation Deed was subsequently amended and restated on 27 July 2022.

• Other than ineligible foreign holders and electing small shareholders who will have their B2Gold shares sold through a sale facility and remitted the cash proceeds, as described in the Scheme Booklet [lodged on ASX on 29 July 2022].
  3 Implied value is based on B2Gold's C$4.19 closing price on 22 July 2022, converted to an Australian dollar price of A$4.68 using a 0.895 Canadian dollar to Australian dollar foreign exchange rate. The implied value will change based on movements in the B2Gold share price
  4 Implied value is based on B2Gold's C$4.43 closing price on 28 July 2022, converted to an Australian dollar price of A$4.95 using a 0.895 Canadian dollar to Australian dollar foreign exchange rate. The implied value will change based on movements in the B2Gold share price

Legal/79435821_2

29th JULY 2022

► Oklo's directors continue to unanimously recommend that Oklo shareholders vote in

only	favour of the scheme at the scheme meeting, in the absence of an Oklo Superior
Proposal and subject to the Independent Expert continuing to conclude in the
Independent Expert's Report that the scheme is in the best interests of Oklo
	shareholders5. Subject to those same qualifications, each Oklo director intend to cause
	to be voted all Oklo shares in which they have a relevant interest in favour of the
	scheme at the scheme meeting.
► Further information about the proposed scheme of arrangement, including the reasons
	for the Oklo Directors' recommendation, the Independent Expert's Report, the provision
	of scheme consideration and details of the scheme meeting (including how to vote) is
use	contained in the Scheme Booklet, which was registered with the Australian Securities
and Investments Commission ("ASIC") and released to the ASX on 29 July 2022.
► The Scheme Booklet will be despatched to Oklo shareholders on 2 August 2022 and is
	also available on Oklo's website at www.okloresources.comand from Oklo's share
	registry, Computershare's, Investor Centre at www.investorvote.com.au. For further
	information, Oklo shareholders can also contact the Oklo Information Line on 1300 631
	715 (within Australia) or [phone] (outside Australia) on Monday to Friday
personalFor	(excluding public holidays) between 8:30am and 5:00pm (AEST).
This announcement is authorised for release by the Board of the Company.
For further information, please contact:
Simon Taylor	Amalie Schreurs
Managing Director	Investor and Media Relations - White Noise
Communications
T: [phone]	T: [phone]
E: [e-mail]	E: [e-mail]

• The Oklo directors have an interest in Oklo shares and also hold or have an interest in Oklo options with a nil exercise price. Mr Simon Taylor holds 7,000,000 Oklo options, Mr Madani Diallo holds 2,500,000 Oklo options and Mr Mark Connelly holds 466,667 Oklo options and these options automatically vest upon Court approval of the Scheme. Despite the Oklo directors' personal interests in the outcome of the Scheme, the Oklo directors consider that, given the importance of the Scheme and their obligations as directors, it is important and appropriate for them to provide a recommendation to Oklo Shareholders in relation to the Scheme. Further details of the Oklo directors' recommendation and interests in relation to the Scheme are included in the Scheme Booklet lodged on ASX on 29 July 2022.

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29th JULY 2022

Oklo Resources Limited ("Oklo" or the "Company") is pleased to present its Quarterly Activities Report for the period ending 30 June 2022. The Company's primary focus during the quarter was on the Company's proposed scheme of arrangement in relation to B2Gold's acquisition of Oklo as well as the further development of Oklo's large landholding in Mali, West Africa which includes its flagship Dandoko Project.

onlyOn 26 May 2022, the Company announced that it had entered into a binding scheme implementation deed6 ("SID") under which TSX/NYSE MKT/NSX listed, B2Gold Corp. ("B2Gold") will, subject to the satisfaction of various conditions, acquire all of the fully paid ordinary shares in Oklo by way of a Board recommended scheme of arrangement under Part 5.1 of the Corporations Act 2001 (Cth).

1. B2GOLD TO ACQUIRE OKLO

useUnder the proposed transaction, B2Gold will provide 0.0206 B2Gold shares and A$0.0525 cash per Oklo share for all Oklo shares on issue as at the record date of the Scheme of 12 September 2022. The implied consideration of A$0.1490 per Oklo share values Oklo at approximately A$78 million on a fully diluted basis1.

The scheme is subject to approval by Oklo shareholders at a scheme meeting and is also subject to conditions that are customary for a transaction of this nature (including Court approval, no Oklo material adverse event, no Oklo prescribed occurrence and Oklo representations and warranties being materially true and correct).

personalPost quarter-end, the Company announced that the Supreme Court of Western Australia made orders on 28 July 2022 convening the scheme meeting on 1 September 2022 and approving the dispatch of the scheme booklet. The Scheme Booklet includes a copy of the independent expert's report, which concluded that the scheme is fair and reasonable and in the best interests of Oklo shareholders, in the absence of an Oklo Superior Proposal (as defined in the SID).

The Australian Securities and Investments Commission ("ASIC") registered the Scheme Booklet on 29 July 2022 and it will be dispatched to Oklo shareholders on 2 August 2022. A copy of the cheme booklet is available on Oklo's website at www.okloresources.comand from Oklo's share

registry, Computershare's, InvestorVote Platformat www.investorvote.com.au.

Oklo's directors continue to unanimously recommend that Oklo shareholders vote in favour of the scheme at the scheme meeting, in the absence of an Oklo Superior Proposal and subject to the Independent Expert continuing to conclude in the Independent Expert's Report that the scheme is in the best interests of Oklo shareholders.7 Subject to those same qualifications, each Oklo director intend to cause to be voted all Oklo shares in which they have a relevant interest in favour of the scheme at the scheme meeting.

For

• The Scheme Implementaiton Deed was subsequently amended and restated on 27 July 2022.

• The Oklo directors have an interest in Oklo shares and also hold or have an interest in Oklo options with a nil exercise price. Mr Simon Taylor holds 7,000,000 Oklo options, Mr Madani Diallo holds 2,500,000 Oklo options and Mr Mark Connelly holds 466,667 Oklo options and these options automatically vest upon Court approval of the Scheme. Despite the Oklo directors' personal interests in the outcome of the Scheme, the Oklo directors consider that, given the importance of the Scheme and their obligations as directors, it is important and appropriate for them to provide a recommendation to Oklo Shareholders in relation to the Scheme. Further details of the Oklo directors' recommendation and interests in relation to the Scheme are included in the Scheme Booklet lodged on ASX on 29 July 2022.

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29th JULY 2022

The key dates and times for the scheme are as follows:
only	Dispatch of Scheme Booklet	Tuesday, 2 August 2022
Latest time and date for lodgement of completed Proxy Form	Tuesday, 30 August 2022 at
for the Scheme Meeting (including Proxy Forms lodged	10:00am (AEST)
online)
Time and date for determining eligibility of Oklo shareholders	Tuesday, 30 August 2022 at
to vote at the Scheme Meeting	7:00pm (AEST)
Time and date of the Scheme Meeting	Thursday, 1 September 2022 at
	10:00am (AEST)
use
Second Court Date for approval of the Scheme	Wednesday, 7 September 2022
	at 8:30am (AWST)
Effective Date of the Scheme	Thursday, 8 September 2022
Record Date	Monday, 12 September 2022
Implementation Date	Monday, 19 September 2022

personalAll stated dates and times are indicative only. The actual timetable will depend on many factors outside the control of Oklo and B2Gold, including the Court approval process and the satisfaction or waiver (where applicable) of the conditions precedent to the completion of the scheme by each of Oklo and B2Gold. Any changes to the above timetable will be announced to ASX.

Oklo and B2Gold have also entered into a limited recourse, unsecured loan facility agreement pursuant to which B2Gold has agreed to provide Oklo with up to $2 million to assist with Oklo's transaction costs and approved working capital purposes during the transaction implementation. Further detail on this loan facility can be found in the Scheme Booklet.

MALI

Mali has been subjected to an embargo and economic sanctions from the Economic Community of the West Africa States ("ECOWAS") following the failure of the transition Government to provide a date for incoming presidential elections. The embargo and sanctions started on 9 January 2022 and were lifted on 3 July 2022 following the interim Government's proposal for a 24-month transition to democracy and new electoral law.

The embargo and economic sanctions have not impacted the Company's operations. The Company continues to apply strict COVID containment procedures. For

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Figure 1a: Location of Oklo's gold projects in west Mali.

Figure 1b: Location of Seko gold trends

within the Dandoko gold corridor.

29th JULY 2022

2. WEST MALI PROJECTS

Oklo's Dandoko Project and adjoining Kouroufing, Moussala, Kandiole, Sari and Kossaya Projects onlyare located within the Kenieba Inlier of west Mali and lie approximately 30km east of B2Gold's

7.1Moz Fekola Project and 50km south-southeast of Barrick's 12.5Moz Loulo Project (Figure 1a).

usepersonalIn late 2016, Oklo initiated a reconnaissance auger geochemistry program over the Dandoko and Moussala Projects to explore for new targets concealed under the extensive tracts of lateritic and transported cover. The program delivered early success with the delineation of the 15km-long Dandoko gold corridor hosting the Seko, Koko, Disse and Diabarou bedrock gold discoveries and numerous early-stage targets (Figure 1b).

In March 2021, the Company announced an initial Measured, Indicated and Inferred Resource of 11.3Mt at 1.83g/t gold for 668,500koz contained gold encompassing the Seko, Koko, Disse and Diabarou deposits8, which all remain open and are expected to grow with ongoing drilling along

Forstrike or at depth.

SEKO RESOURCE GROWTH OPPORTUNITIES

During the March 2022 quarter, the Company completed a 9,000m resource growth drilling program at Seko focussed on further evaluating shallow oxide and deeper primary gold mineralisation at Disse, SK2, SK3 North, SK1 and Koko (Figure 2).

• Refer to ASX announcement titled "Oklo Delivers Robust Initial JORC Resource" dated 30 March 2021

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