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Osino Resources signs Amended Ondundu Acquisition Agreement with B2Gold

Osino Resources Corp. is pleased to announce that B2Gold Corp. has agreed to amend the Acquisition Agreement dated December 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 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 CEO, 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 test work, 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 250km northwest of Windhoek within exclusive prospecting license (“EPL”) 3195. The license 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 20,000oz 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 55,000m of RC and diamond drilling has historically been completed on the project, including approximately 36,000m 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 January 6, 2022, Osino agreed to acquire all of the issued and outstanding shares of the Namibian company, Razorback Gold Mining Company (Proprietary) Limited, which owns 100% of the Namibian exclusive prospecting license 3195 covering 19,969 hectares located approximately 130km northwest of Osino’s Twin Hills Gold Project in Namibia, together with all technical information and other books and records in respect thereof (the “Ondundu Gold Project” or the “Project”) for an aggregate purchase price of US$15,200,000 (the “Purchase Price”) 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.

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% of the issued and outstanding common shares of Osino. No finder’s 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.

 

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