Re Oklo Resources Ltd

In the Supreme Court of Western Australia, Oklo Resources Limited (Oklo) sought orders under the Corporations Act 2001 (Cth) (Act) to convene a meeting of its members to consider and vote on the proposed scheme of arrangement (Scheme) for the acquisition of all issued ordinary shares in Oklo by B2Gold Corp (B2Gold). The proposed Scheme would see B2Gold acquire all of the issued ordinary shares in Oklo, with Oklo becoming a wholly owned subsidiary of B2Gold. The Scheme meeting was scheduled for 1 September 2022. The application came before Hill J, who made orders pursuant to s 411(1) of the Act to convene the meeting of Oklo's members to consider and vote on the proposed Scheme. Hill J found that the proposed Scheme was one that sensible businesspeople might consider to be of benefit to Oklo's members and was fit for consideration by the members. Hill J was satisfied that the formal matters that Oklo had to prove were satisfied. These included that the Scheme was bona fide and properly proposed and that ASIC had had at least 14 days' notice of the proposed hearing date and a reasonable opportunity to examine the terms of the scheme and the scheme booklet and make submissions. Hill J was also satisfied that the disclosure in the Scheme booklet was proper and that the Scheme booklet contained the prescribed information.