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ORIGINAL: Osino Provides Update on Yintai Transaction
2024-06-20 09:05 ET - News Release
VANCOUVER, British Columbia, June 20, 2024 (GLOBE NEWSWIRE) -- Osino Resources Corp. (TSX:OSI.V) (NSX:OSN) (FSE:RSR1) (OTCQX:OSIIF) ("Osino" or the "Company") provides an update on the expected conclusion of the regulatory process for the previously announced Yintai transaction in Namibia.
Osino and the Namibian Competition Commission (“NCC”) continue to engage in the ordinary course of the NCC’s merger review process as the NCC considers the application of the previously announced statutory plan of arrangement under the Business Corporations Act (British Columbia), pursuant to which Yintai Gold Co., Ltd ("Yintai") will acquire all of the outstanding common shares of Osino for cash consideration of C$1.90 for each Osino Share (the "Arrangement").
After receiving the third of 3 Chinese regulatory approvals on May 28, 2024, competition law clearance from the NCC remains the only outstanding approval to conclude the Arrangement.
In connection with that review, the NCC has recently sent additional clarifying questions to the Company and Yintai, which additional questions are part of the NCC’s ongoing analysis of the Arrangement. Pending conclusion of the NCC’s review, the NCC will make its recommendation to the NCC Board for a final decision on the transaction.
It is expected that the transaction will be considered for determination at the next sitting of the NCC Board, which is anticipated to occur in late July or early August. The NCC’s final decision with respect to the Arrangement is thus expected by early August, or at the very latest by the end of the statutory review period, i.e. early September, 2024.
Heye Daun, President and CEO of Osino commented: “The Arrangement remains on track and all closing conditions, other than the NCC approval, have been met. The NCC’s merger review process continues to advance in the ordinary course and, although the NCC unfortunately did not complete its review in time for the June Board meeting, we still expect approval to be received within the timeframe prescribed by the Namibian Competition Act. Local counsel has advised that the NCC usually takes 4 to 6 months from date of submission which was 3 April, 2024.”
The arrangement agreement dated February 23, 2024 between the Company and Yintai (the “Arrangement Agreement”) had specifically contemplated the possibility that the NCC approval would not be obtained by June 30, 2024 and provided for an ability for either party to extend the Outside Date (as defined in the Arrangement Agreement) in 30-day increments by up to 90 days. The Outside Date has been extended by mutual agreement of the parties from June 30, 2024 to July 30, 2024 as a result of the NCC’s timing update.
Support Agreements
The 2024 Canadian federal budget, introduced in Parliament on April 16, 2024 proposed certain tax changes with an effective date of June 25, 2024. Given that the Arrangement is not expected to close prior to June 25, 2024, Yintai has agreed to waive the lock-up restrictions contained in the voting and support agreements executed and delivered by the three Canadian directors of the Company. The lock-up restrictions in the voting and support agreements executed and delivered by directors and officers of the Company other than the three Canadian directors remain in place and have not been waived.
For a more detailed description of the Arrangement, readers should review Osino's management proxy circular dated March 25, 2024.
About Osino Resources Corp.