B2Gold is offering 0.0206 of a share for every Oklo share and 5.25c cash.
The implied value of 17.25c per share represents a 127% premium to Oklo's closing price of 7.6c yesterday.
Oklo owns the 668,500 ounce Dandoko gold project in Mali and the deal implies a $135 per ounce acquisition price.
Oklo managing director Simon Taylor told MNN the company had a solid resource but the cycle of repeatedly returning to the market to raise capital to keep building it was a challenge.
He said Oklo shareholders would benefit by having shares in the very liquid B2Gold, which he regards as West Africa's best gold miner.
Dandoko is 25km east of B2Gold's world-class Fekola mine.
Fekola was discovered by Australia's Papillon Resources and sold to B2Gold in 2014 for $570 million.
Papillon was run by current Oklo chair Mark Connelly, who was also once a director of B2Gold.
A self-confessed "deal junkie", Connelly currently also chairs fellow West African explorer Chesser Resources, new Western Australian gold producer Calidus Resources, recent float Omnia Metals Group and Toronto-listed BeMetals Corp.
Connelly and Oklo general manager of exploration Andrew Boyd were behind the discovery of Fekola, as well as the Agbaou deposit in Cote d'Ivoire, which was sold to Endeavour Mining in 2011.
"Because of Mark and Boydy's involvement, [B2Gold] knows the quality of the work is good," Taylor said.
Coincidentally, at this month's 121 Mining Investment Cape Town, Oklo's stand number was B2.
B2Gold said the acquisition would give it an additional landholding of 1405sq.km covering highly prospective greenstone belts.
The company said about 65% of the Dandoko resource is contained within soft oxidised material, which would be amenable to processing at the Fekola mill.
Regarded as one of the world's best gold mines, Fekola is set to produce 570,000-600,000oz of gold this year at industry leading all-in sustaining costs of US$840-880/oz.