Dundee Precious Metals to acquire Osino Resources in C$287M transaction

Dundee Precious Metals (DPMLF) and Osino Resources Corp. (OSIIF) are pleased to announce that they have entered into a definitive agreement whereby DPM will acquire all of the issued and outstanding common shares of Osino pursuant to a plan of arrangement. The Transaction adds Osino’s high-quality, long-life Twin Hills open pit gold project as well as an extensive exploration portfolio in Namibia to DPM’s existing portfolio of assets. As a result of the Transaction, DPM will acquire a 100% interest1 in Osino’s advanced stage, multi-million ounce Twin Hills gold project located in Namibia, a mining-friendly jurisdiction where DPM has successfully operated since 2010. A June 2023 feasibility study completed by Osino outlined an open-pit project with a 13-year mine life and average annual production of 175,000 ounces of gold over the first five years, with first production targeted in the second half of 2026.2 Pursuant to the terms of the Arrangement Agreement, DPM will acquire all of the issued and outstanding common shares of Osino or a consideration consisting of C$0.775 in cash per Osino Share and 0.0801 of a DPM common share per Osino Share. The Consideration implies a value of C$1.553 per Osino Share and a total equity value of C$287 million on a fully-diluted in-the-money basis. This Consideration represents a premium of 37.2% and 44.3% based on the closing price and 30-day volume weighted average price of Osino Shares as of December 15, 2023, on the TSX Venture Exchange, respectively. Upon completion of the Transaction, DPM will issue 13,766,364 shares to Osino shareholders and existing Osino shareholders will own approximately 7% of the combined company. DPM intends to advance all remaining engineering activities for Twins Hills to reach a construction decision by the third quarter 2024. Over this period, DPM will pursue opportunities to refine and optimize the mining, construction and execution aspects of the project, given DPM’s experience in the development and operation of its existing portfolio. In parallel, DPM will also be reviewing the construction timeline, which is currently targeting first production in the second half of 2026. Subject to certain conditions, including the parties obtaining the requisite regulatory approvals, the Transaction is expected to close in H1 2024, subject to timing of the approvals under the Namibia Competition Act. Upon closing of the Transaction, the Osino Shares are expected to be concurrently delisted.