News out after the bell
Osino signs amended acquisition deal with B2Gold
2022-06-28 20:56 ET - News Release
Also News Release (C-BTO) B2Gold Corp
Mr. Heye Daun reports
OSINO SIGNS AMENDED ONDUNDU ACQUISITION AGREEMENT WITH B2GOLD CORP.
Osino Resources Corp. purchaser B2Gold Corp. has agreed to amend the acquisition agreement dated Dec. 31, 2021, to acquire the Ondundu gold exploration property in Namibia to allow for payment of a significant portion and up to all of the purchase price (as defined herein) 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 chief executive officer, 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 testwork, 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 250 kilometres northwest of Windhoek within exclusive prospecting licence (EPL) 3195. The licence 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 20,000 ounces 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 55,000 metres of RC (reverse circulation) and diamond drilling has historically been completed on the project, including approximately 36,000 m 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 Jan. 6, 2022, Osino agreed to acquire all of the issued and outstanding shares of the Namibian company, Razorback Gold Mining Company (Proprietary) Ltd., which owns 100 per cent of the Namibian exclusive prospecting licence 3195 covering 19,969 hectares located approximately 130 kilometres northwest of Osino's Twin Hills gold project in Namibia, together with all technical information and other books and records in respect thereof for an aggregate purchase price of $15.2-million (U.S.) 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 $15.2-million (U.S.) purchase price to B2Gold as follows:
- $3.85-million (U.S.) was paid into escrow, which will be released to Osino on closing of the acquisition once Osino issues to B2Gold 5,059,652 common shares of Osino having a value of $3.85-million (U.S.), which was calculated as a fraction, the numerator of which is $3.85-million (U.S.) 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 $5-million (U.S.), which was calculated as a fraction, the numerator of which is $5-million (U.S.) 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;
- $3.85-million (U.S.) 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 $3.85-million (U.S.) 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;
- $2.5-million (U.S.) will be paid to B2Gold on the earlier of completion of a feasibility study including the licence area and first production or sale of ores, minerals or mineral products from the licence 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 $2.5-million (U.S.) 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 per cent of the issued and outstanding common shares of Osino. No finders' 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 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 (honours), is vice-president of exploration of Osino Resources 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 (PrSciNat No.400323/11) and a qualified person for the purposes of National Instrument 43-101.
About Osino Resources Corp.