29 JULY2022
SCHEME BOOKLET REGISTERED BY ASIC | |
only | |
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 +61 3 9415 4682 (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: +61 409 367 460 | T: +61 431 636 033 |
E: staylor@okloresources.com | E: amalie@whitenoisecomms.com |
- 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 +61 3 9415 4682 (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 |
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Oklo Resouces Limited published this content on 29 July 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 29 July 2022 08:04:12 UTC.