Osino Resources completes acquisition of all surface rights at Twin Hills

Osino Resources has completed the acquisition of all of the surface rights for Osino’s Twin Hills Gold Project following Osino’s acquisition of two farms that encompass the full extent of the mining area for Twin Hills and all related plant infrastructure. The Klein Okawayo farm and the Okawayo farm were acquired for an aggregate purchase price of C$8.8 million plus any relevant taxes, payable in cash and shares of the Company. The Okawayo farmland was acquired directly by Osino’s Namibian subsidiary, Osino Farming Investments from Mr. Siegfried Strzelecki pursuant to an agreement dated August 2, 2021 for consideration totalling N$95,000,000 comprised of: cash payment of N$50,000,000; cash payment of N$20,000,000 due on the 12-month anniversary of the June 15, 2023 registration date registering the Purchaser on title of the Okawayo farmland; and N$25,000,000 payable in cash or common shares of the Company, at Osino’s discretion and subject to the policies of the TSX Venture Exchange, due on the 24-month anniversary of the registration date. Within 30 days of the First Anniversary Payment, Osino has the option to accelerate the Second Anniversary Payment payable in cash or Shares for a 20% discount amounting to a payment of N$20,000,000. The Purchaser became the registered owner of the Okawayo farm subject to securing the required Namibian regulatory approvals which have now been obtained. The Klein Okawayo farm was acquired indirectly from Mr. Adriann van der Walt and Roselett van der Walt by Osino’s Namibian subsidiary, Osino Property Holdings by acquiring 100% ownership of the Namibian company, Klein Okawayo Farming, which owns the Klein Okawayo farm lands free of liabilities pursuant to an agreement dated May 11, 2021 for cash consideration totalling N$26,000,000. Osino Holdings became the registered owner of 100% of Farm Holdco effective as of May 22, 2023, subject to securing the required Namibian regulatory approvals which have now been obtained. To complete the Farm Acquisitions, Osino complied with all regulatory and ministerial requirements including the granting of a Status of Investment Certificate, merger approvals by the Competition Commission of Namibia and the mandatory waivers for the acquisition of agricultural land in Namibia. In addition, all land taxes, duties, and encumbrances on the properties were fully settled prior to closing. Both transactions have now closed in accordance with the terms and conditions as set out in the signed definitive acquisition agreements.