Osino Resources Corp. (
TSXV:OSI)
(
FSE:RSR1) (
OTCQX:OSIIF)
("
Osino” or “
the Company”) is
pleased to announce that B2Gold Corp. ("
B2Gold")
has agreed to amend (the "
Amendment") the
Acquisition Agreement dated December 31, 2021 (the
"
Acquisition Agreement") to acquire the Ondundu
gold exploration property in Namibia (“
Ondundu”)
to allow for payment of a significant portion and up to all of the
Purchase Price (as defined below) by issuance of Company common
shares to B2Gold instead of cash for the acquisition of the Ondundu
gold project.
Heye Daun, Osino’s President and
CEO, commented as follows: “We appreciate
B2Gold’s agreement to accept Osino shares escrowed over time, as
payment of a significant portion and up to all of the purchase
price for Ondundu. B2Gold’s willingness to accept shares instead of
cash is a vote of confidence in Osino, and goes a long way to
preserving cash treasury in this challenging market environment. We
look forward to rapidly creating value from Ondundu with the
ongoing exploration and development of the project. We are already
working on a maiden mineral resource estimate which is expected to
be published well before the end of 2022. We have also commenced
with additional metallurgical test work, with the aim of
demonstrating a development pathway for the Ondundu project. We
believe that Ondundu has significant potential.”
About Ondundu
Ondundu is an advanced stage gold exploration
project located 250km northwest of Windhoek within exclusive
prospecting license (“EPL”) 3195. The license has a surface area of
19,969 hectares and the project is hosted within the Northern Zone
of the Neoproterozoic Damara Orogen in north-central Namibia. The
project was first discovered in 1917 and has a long history of
mining and exploration. First gold was noted in the area in 1917 by
European explorers and between 1922 and 1964 approximately 20,000oz
of gold were recovered by small scale miners on various mining
claims in what is now known as the Ondundu Main Zone (OMZ). More
than 55,000m of RC and diamond drilling has historically been
completed on the project, including approximately 36,000m of
diamond and RC drilling completed by B2Gold between 2015 and
2020.
Commercial Terms
Under the terms of the Acquisition Agreement as
first announced by the Company on January 6, 2022, Osino agreed to
acquire (the "Acquisition") all of the issued and
outstanding shares (the "Razorback Shares") of the
Namibian company, Razorback Gold Mining Company (Proprietary)
Limited ("Razorback"), which owns 100% of the
Namibian exclusive prospecting license 3195 (the
"License") covering 19,969 hectares located
approximately 130km northwest of Osino’s Twin Hills Gold Project in
Namibia, together with all technical information and other books
and records in respect thereof (the “Ondundu Gold
Project” or the “Project”) for an
aggregate purchase price of US$15,200,000 (the "Purchase
Price") including a combination of cash, deferred cash and
shares. Under the Amendment, the parties agreed that the purchase
price would be settled through more shares in lieu of cash.
Pursuant to the Acquisition Agreement as amended
by the Amendment, Osino will pay the US$15,200,000 Purchase Price
to B2Gold as follows:
- US$3,850,000 was paid into escrow,
which will be released to Osino on closing (the
"Closing") of the Acquisition once Osino issues to
B2Gold 5,059,652 common shares of Osino having a value of
US$3,850,000, which was calculated as a fraction, the numerator of
which is US$3,850,000 divided by the Exchange Rate and the
denominator of which is the product of 0.9 and the volume weighted
average price of Osino Shares over the 20 trading days ending on
the Effective Date;
- 6,570,976 common shares of Osino
will be issued to B2Gold on Closing, having value of US$5,000,000,
which was calculated as a fraction, the numerator of which is
US$5,000,000 divided by the Exchange Rate and the denominator of
which is the product of 0.9 and the volume weighted average price
of Osino Shares over the 20 trading days ending on the Effective
Date;
- US$3,850,000 will be paid to B2Gold
on the first business day after the six-month anniversary of the
Closing Date, at the option of B2Gold, in either cash or common
shares of Osino. If B2Gold elects to receive Osino common shares as
payment, the number of common shares of Osino to be issued will be
calculated as a fraction, the numerator of which is US$3,850,000
divided by the Exchange Rate and the denominator of which is the
product of 0.9 and the volume weighted average price of Osino
Shares over the 20 trading days ending on the Six Month Date;
and
- US$2,500,000 will be paid to B2Gold
on the earlier of completion of a feasibility study including the
License area and first production or sale of ores, minerals or
mineral products from the License area, payable at Osino's option
in cash or common shares of Osino. If the Company elects to pay
with its common shares, the number of common shares of Osino to be
issued will be calculated as a fraction, the numerator of which is
US$2,500,000 divided by the Exchange Rate and the denominator of
which is the product of 0.9 and the volume weighted average price
of Osino Shares over the 20 trading days ending on the Deferred
Consideration Payment Date.
The Acquisition is not a related party
transaction and no control person or new insider will be created as
a result, as share issuances are restricted so that B2Gold will
continue to hold less than 10% of the issued and outstanding common
shares of Osino. No finder’s fees or commissions are being paid in
connection with the Acquisition. The Agreement will terminate on
July 31, 2022 if the Acquisition has not closed by then. All common
shares of Osino issued as part of the Purchase Price (the
"Consideration Shares") shall be subject to
voluntary escrow with one-third of such shares released from escrow
every four months following the date of Closing, but no
Consideration Shares will remain subject to such escrow after the
first anniversary of the date of Closing. All Consideration Shares
are subject to a statutory four month hold from the date of
issuance. The Acquisition is subject to approval of the TSX Venture
Exchange.
Qualified Person’s
Statement
David Underwood, BSc. (Hons) is Vice President
Exploration of Osino Resources Corp. and has reviewed and approved
the scientific and technical information in this news release and
is a registered Professional Natural Scientist with the South
African Council for Natural Scientific Professions (Pr. Sci. Nat.
No.400323/11) and a Qualified Person for the purposes of NI
43-101.
About Osino Resources
Osino is a Canadian gold exploration and
development company focused on the fast-tracked development of our
Twin Hills Gold Project (“Twin Hills”) in central Namibia. Twin
Hills is at an advanced stage of exploration and development with
more than 220,000m of drilling completed on the project since its
grassroots discovery by Osino with various advanced development
studies underway.
Osino has a large ground position of
approximately 6,700km2 located within Namibia’s prospective Damara
sedimentary mineral belt, mostly in proximity to and along strike
of the producing Navachab and Otjikoto Gold Mines. The Company is
actively exploring a range of gold prospects and targets along the
belt by utilizing a portfolio approach geared towards discovery,
targeting gold mineralization that fits the broad orogenic gold
model.
Our core projects are favorably located north
and north-west of Namibia’s capital city Windhoek. By virtue of
their location, the projects benefit significantly from Namibia’s
well-established infrastructure with paved highways, railway, power
and water in close proximity. Namibia is mining-friendly and lauded
as one of the continent’s most politically and socially stable
jurisdictions.
Osino continues to evaluate new ground with a
view to expanding our Namibian portfolio.
Further details are available on the Company's
website at https://osinoresources.com/
CONTACT INFORMATIONOsino
Resources Corp.Julia Becker: Investor Relations ManagerTel: +1
(604) 785 0850jbecker@osinoresources.com
Cautionary Statement Regarding
Forward-Looking InformationThis press release contains
"forward-looking information" within the meaning of applicable
Canadian securities legislation. Forward-looking information
includes, without limitation, statements regarding the use of
proceeds from the Company's recently completed financings, and the
future plans or prospects of the Company, including prospects for
economic recoverability of mineral resources. Generally,
forward-looking information can be identified by the use of
forward-looking terminology such as "plans", "expects" or "does not
expect", "is expected", "budget", "scheduled", "estimates",
"forecasts", "intends", "anticipates" or "does not anticipate", or
"believes", or variations of such words and phrases or state that
certain actions, events or results "may", "could", "would", "might"
or "will be taken", "occur" or "be achieved". Forward-looking
statements are necessarily based upon a number of assumptions that,
while considered reasonable by management, are inherently subject
to business, market and economic risks, uncertainties and
contingencies that may cause actual results, performance or
achievements to be materially different from those expressed or
implied by forward-looking statements. Although the Company
has attempted to identify important factors that could cause actual
results to differ materially from those contained in
forward-looking information, there may be other factors that cause
results not to be as anticipated, estimated or intended. There can
be no assurance that such information will prove to be accurate, as
actual results and future events could differ materially from those
anticipated in such statements. Accordingly, readers should not
place undue reliance on forward-looking information. Other
factors which could materially affect such forward-looking
information are described in the risk factors in the Company's most
recent annual management's discussion and analysis which is
available on SEDAR at www.sedar.com. The Company does not
undertake to update any forward-looking information, except in
accordance with applicable securities laws.
The reader is cautioned that any reference to
current mineral resources or geological technical information about
Osino’s current mineral properties (not including the Ondundu Gold
Project) is based on, excerpted from and expressly qualified by
Osino’s current technical report (the “Technical Report”) which was
prepared in accordance with NI 43-101 entitled, “Amended and
Restated Twin Hills Gold Project, Namibia, Preliminary Economic
Assessment, National Instrument 43-101 Technical Report” dated
effective July 14, 2021 prepared for Osino Resources Corp.
Accordingly, Osino recommends that the reader refer to and read the
Technical Report in its entirety, a copy of which is available on
SEDAR at www.sedar.com under Osino’s issuer profile.
Neither the TSX Venture Exchange nor its
Regulation Services Provider (as that term is defined in the
policies of the TSX Venture Exchange) accepts responsibility for
the adequacy or accuracy of this press release.
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