Osino Resources Corp. (TSXV:OSI) (NSX:OSN) (FSE:RSR1) (OTCQX:OSIIF)
(“
Osino”
or “
the
Company”) is pleased to announce that the Company, through
wholly owned subsidiaries in Namibia has completed the acquisition
of all of the surface rights for Osino’s Twin Hills Gold Project
(“
Twin Hills” or the “
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 (“
Farm Acquisitions”).
Heye Daun, Osino’s President and CEO
commented: “The acquisition of these highly strategic
surface rights covering the full extent of the Twin Hills project
area is a significant achievement which we have been working on for
well over 18 months. Being the private, registered landowners of
the Twin Hills project area now not only substantially improves our
security of tenure, but it also significantly improves the
predictability of the expected timeline to full construction
permitting. Other important benefits of being the project
landowners are the ease of access to utilities (water and power)
and various additional practical logistical, environmental and
social considerations which come with ownership of the land, such
as ease of construction camp development, access control and the
benefit of not having any competing land tenants.
As was the case with B2Gold’s Otjikoto Gold Mine
in Namibia, ownership of the land (the surface rights) covering the
project area was a major de-risking factor in the development of
that project and as Osino we are looking to replicate the success
of that approach. We are very pleased also to have recently
recruited the former General Manager – Corporate from B2Gold’s
Namibian operations, who is already instrumental in devising &
formulating our land management strategy and how it pertains to the
successful permitting and construction of the Twin Hills Gold
Project.”
Transaction Terms for the Farm
Acquisitions
The Klein Okawayo farm (approximately 3,000
hectares) and the Okawayo farm (approximately 7,000 hectares) 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
(Proprietary) Limited (the "Purchaser") from Mr. Siegfried
Strzelecki pursuant to an agreement dated August 2, 2021 for
consideration totalling N$95,000,000 (approx. CAD $6,924,000*)
comprised of:
- cash payment of N$50,000,000
(approx. CAD $3,644,000*, which has been paid);
- cash payment of N$20,000,000
(approx. CAD$1,458,000*) due on the 12-month anniversary of the
June 15, 2023 registration date registering the Purchaser on title
of the Okawayo farmland (the “First Anniversary Payment”); and
- N$25,000,000 (approx.
CAD$1,822,000*) payable in cash or common shares ("Shares") of the
Company, at Osino’s discretion and subject to the policies of the
TSX Venture Exchange (the "Exchange"), due on the 24-month
anniversary of the registration date (“Second Anniversary
Payment”). 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 (approx. CAD$1,458,000*).
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 (Proprietary) Limited
("Osino Holdings") by acquiring 100% ownership of the Namibian
company, Klein Okawayo Farming (Proprietary) Limited ("Farm
Holdco"), 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 (approx. CAD$1,895,000*).
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.
Site Layout and Farm
Locations
As can be seen in the diagram below, the mining
areas, tailings storage facility, mine waste dumps, and all
ancillary project infrastructure is located on farms Klein Okawayo
and Okawayo (indicated in yellow dashed lines below). In addition
to that, the main marble lithology which acts a marker horizon to
the Twin Hills gold mineralization and is also host to the majority
of the groundwater resource for Twin Hills, is also located on
these farms.
As indicated on the diagram below, the farms are
ideally located with reference to local infrastructure such as
paved highways, access to overhead grid power and local water
infrastructure (existing and planned by Osino).
Osino has recently also acquired the farm
Spesbona, however the acquisition is still subject to a variety of
regulatory waivers and approvals.
*Using a fixed exchange rate of NAD$13.72:
C$1.00
Figure 1: Location of Farms and Surface
Infrastructure pertaining to Osino’ Twin Hills Gold
Project
Issuance of DSU’s
The Company also announces that is has approved
the grant of 37,916 deferred share units ("DSUs") having an
aggregate value of $40,000 to independent directors of the Company
pursuant to the Company's Omnibus Long-Term Incentive Plan, which
was approved by the Company's shareholders at its last shareholder
meeting.
About Osino Resources
Osino is a Canadian gold exploration and
development company focused on the fast-tracked development of our
wholly owned, Twin Hills Gold Project in central Namibia. Since its
grassroots discovery by Osino in August 2019 the Company has
completed more than 225,000m of drilling and has completed a suite
of specialist technical studies culminating in the recently
published Twin Hills Definitive Feasibility Study ("DFS") dated
effective June 12, 2023. The DFS describes a technically simple and
economically robust open-pit gold operation with a 13-year mine
life and average annual gold production of over 169,000oz per
annum.
Osino has a commanding ground position of over
8,000km2 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 favourably 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/ and under the Company's
profile on SEDAR+ at www.sedarplus.ca.
On Behalf of The Board of DirectorsHeye Daun,
President & CEO
CONTACT INFORMATIONOsino
Resources Corp.Yaron Conforti, Corporate
Developmentyconforti@osinoresources.com+1-604-687-2038
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.
Cautionary Statement Regarding
Forward-Looking Information
This 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 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 the
Company's profile on SEDAR+ at www.sedarplus.ca. The Company does
not undertake to update any forward- looking information, except in
accordance with applicable securities laws.
A photo accompanying this announcement is
available at
https://www.globenewswire.com/NewsRoom/AttachmentNg/e5ed6460-1bda-4c2c-aa9b-344484b26138
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