Oklo Resources : Scheme Booklet Registered By ASIC

29 JULY2022

	SCHEME BOOKLET REGISTERED BY ASIC
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Oklo Resources Limited ("Oklo" or "the Company") refers to its announcement released earlier
today regarding:
use	• the proposed acquisition of Oklo by B2Gold Corp. ("B2Gold"), through its wholly owned
	subsidiary, B2Gold Oklo Resources Pty Limited, pursuant to a scheme of arrangement
	("Scheme"); and
	• the orders made by the Supreme Court of Western Australia ("Court") that Oklo convene a
	meeting of Oklo shareholders to consider and, if thought fit, approve the Scheme ("Scheme
	Meeting") and approving the dispatch of a scheme booklet providing information about the
	Scheme, together with the notice of Scheme Meeting (together, the "Scheme Booklet") to
	Oklo shareholders.
personalInformation Line on 1300 631 715 (within Australia) or [phone] (outside Australia) Monday

SCHEME BOOKLET

Oklo confirms that the Australian Securities and Investments Commission ("ASIC") has registered the Scheme Booklet. A copy of the Scheme Booklet is attached to this announcement and will also be made available on Oklo's website at www.okloresources.comand from Oklo's share registry, Computershare's, InvestorVote Platform at www.investorvote.com.au.

The Scheme Booklet will be dispatched to Oklo shareholders on Tuesday, 2 August 2022. For details of how you will receive your Scheme Booklet, please refer to the Company's previous announcement made on 29 July 2022.

Oklo shareholders should carefully read the Scheme Booklet in its entirety, including the materials accompanying it, before deciding whether to vote in favour of the Scheme. If after reading the Scheme Booklet you have any questions about the Scheme or the Scheme Booklet, please contact the Oklo

to Friday between 8:30am and 5:00pm (AEST).

ForINDEPENDENT EXPERT'S REPORT AND DIRECTORS' RECOMMENDATION

The Scheme Booklet includes a copy of the independent expert's report prepared by Grant Thornton Corporate Finance Pty Ltd ("Independent Expert"), which concludes that the Scheme is fair and reasonable and in the best interests of Oklo shareholders, in the absence of an Oklo Superior Proposal (as that term is defined in the Scheme Implementation Deed).

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

29 JULY 2022

the best interests of Oklo Shareholders.1 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.

onlySCHEME MEETING

The Scheme Meeting for Oklo shareholders to consider and, if thought fit, approve the proposed Scheme will be held at Thomson Geer, Level 14, 60 Martin Place, Sydney NSW 2000 at 10:00am (AEST) on Thursday, 1 September 2022. The Scheme Meeting will be held in person and electronically via an online platform.

Details of how to access the online platform and participate in the Scheme Meeting is contained in usethe notice of meeting included in the Scheme Booklet. Oklo shareholders who participate in the Scheme Meeting via the online platform will be able to listen to the Scheme Meeting, cast a vote

online and ask questions.

All registered Oklo shareholders as at 7:00pm (AEST) on Tuesday, 30 August 2022 will be eligible to vote at the Scheme Meeting.

All Oklo shareholders are encouraged to vote either by attending and voting at the Scheme Meeting
in person or online or by lodging a proxy to attend and vote at the Scheme Meeting. The Scheme
personalFor
Booklet provides information on how to lodge your proxy form.
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 to be released by Oklo

PAGE 2 OF 2

For personal use only

SCHEME

BOOKLET

For the recommended scheme of arrangement in relation to the proposed acquisition by B2Gold Corp., through its wholly owned subsidiary B2Gold Oklo Resources Pty Limited (ACN 660 622 588), of all your shares in Oklo Resources Limited (ACN 121 582 607)

YOUR DIRECTORS UNANIMOUSLY

RECOMMEND THAT YOU

VOTE IN FAVOUR

of the Scheme, in the absence of an Oklo Superior Proposal and subject to the Independent Expert continuing to conclude that the Scheme is in the best interests of Oklo Shareholders1

This is an important document and requires your immediate attention. You should read this document in its entirety before deciding whether or not to vote in favour of the Scheme. If you are in any doubt as to how to deal with this document, you should consult your financial, legal or other professional adviser immediately.

If you require further information or have questions in relation to the Scheme, please contact the Oklo Information Line on 1300 631 715 (within Australia) or [phone] (outside Australia) Monday to Friday between 8:30am and 5:00pm (AEST).

Legal Adviser to	Financial Adviser to
Oklo Resources Limited	Oklo Resources Limited

1. It should be noted that the Oklo Directors have a Relevant Interest in Oklo Shares and also hold or have an interest in Oklo ZEPO Options as described in Section 12.1. For further details on the Oklo Directors' recommendation and other interests and benefits of Oklo Directors in relation to the Scheme refer to footnote 4 in the Letter from the Directors of Oklo Resources Limited and Sections 5.7, 6.4(c) and 12.2.

For personal use only

For personal use only

Contents

Letter from the Directors of Oklo Resources Limited	4
Letter from the President and Chief Executive Officer of B2Gold	8
Important Notices	10
Important dates and times for the Scheme	16
1.	Summary of the Scheme	17
2.	Reasons to vote in favour of or against the Scheme	23
3.	Frequently Asked Questions	34
4.	Scheme Meeting and voting information	47
5.	Key considerations	52
6.	Information about Oklo	60
7.	Information about B2Gold	79
8.	Information about the Combined Group	127
9.	Risk factors	145
10.	Australian taxation considerations	163
11.	Information about the Scheme	168
12.	Additional information	179
13.	Glossary	197
ANNEXURE A: Independent Expert's Report	210
ANNEXURE B: Scheme Implementation Deed	384
ANNEXURE C: Scheme of Arrangement	460
ANNEXURE D: Deed poll	482
ANNEXURE E: Notice of scheme meeting	489
ANNEXURE F: Comparison of Australian and Canadian Legal Regimes	496
ANNEXURE G: B2Gold Annual Information Form - 31 December 2021	517