Vancouver, British Columbia, January 6, 2022 – Osino Resources Corp. (TSXV:OSI) (FSE:RSR1) (OTCQX:OSIIF) ("Osino” or “the Company”) is pleased to announce that it has entered into an agreement to acquire the Ondundu gold exploration property in Namibia (“Ondundu”) from B2Gold Corp. ("B2Gold") dated December
31, 2021 (the "Acquisition Agreement").
Under the terms of the Acquisition Agreement, Osino agreed to purchase (the "Purchase") all of the issued and outstanding shares (the "Razorback Shares") of the Namibian company, Razorback Gold Mining Company (Proprietary) Limited ("Razorback"), which owns 100% of the Namibian exclusive prospecting license 3195 (the "License") 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.
The Acquisition Agreement is subject to Namibian regulatory approvals and certain other customary closing conditions.
Heye Daun, Osino’s President & CEO commented: “We believe this is a highly accretive transaction for Osino
which provides significant additional scale, diversification and consolidation of Osino’s Namibian projects. We
plan to build on the excellent exploration and resource development work which B2Gold completed over the
last 6 years and to quickly advance the project to compliant resource stage. Based on the Project's historical
exploration and analysis, we believe the Ondundu Gold Project has the type of mineralization with potential to
host a significant open-pit gold resource possibly in the order of more than 1moz of contained gold* with the
possibility for co-development with Osino’s Twin Hills Gold Project. The consideration payable is partially
deferred and upon close will result in B2Gold becoming a strategic shareholder of Osino. We are very pleased
that B2Gold has agreed to the part-equity structure of the transaction and appreciate B2Gold’s implicit vote of
confidence in Osino’s ability to take Ondundu to the next level.”
*As indicated, the reader should note that potential quantity and grade is presently conceptual in nature, and
there has been insufficient exploration to define such a mineral resource and it is uncertain if further
exploration will result in the target being delineated as a mineral resource.
Commercial Terms
Pursuant to the Acquisition Agreement, Osino will pay the Purchase Price to B2Gold as follows:
(1) US$3,850,000 was paid into escrow, which will be released and paid to B2Gold on closing of the
Purchase (the "Closing") or will be released and returned to Osino if the Purchase has not closed by June 30, 2022;
(2) US$5,000,000 in common shares of Osino will be issued to B2Gold on Closing having a price equal to
the weighted average price for the 20 days immediately prior to Closing (the "Closing Date");
(3) US$3,850,000 will be paid to B2Gold on the first business day after the six-month anniversary of the
Closing Date; and
(4) US$2,500,000 will be paid to B2Gold on the earlier of completion of a feasibility study including the
License area and first production or sale of ores, minerals or mineral products from the License area,
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payable at Osino's option in cash or common shares of Osino having a price equal to the weighted
average price for the 20 days immediately prior to the date of issuance thereof.
The Purchase is not a related party transaction and no control person will be created as a result. No finder’s
fees or commissions are being paid in connection with the Purchase. The Agreement will terminate on June
30, 2022 if the Purchase has not closed by then.
About Ondundu
The Ondundu Gold Project is located 250km northwest of Windhoek in northern central Namibia (Figure 1)
within EPL 3195 and has an area of 19,969 hectares. Discovered in 1917, it is hosted within the Northern Zone
of the Neoproterozoic Damara Orogen in north-central Namibia.
Ondundu is a sediment-hosted, structurally controlled, mesothermal gold deposit metamorphosed to the
greenschist facies. The gold mineralization is hosted in bedding parallel, quartz-ankerite-pyrite veins
associated with steep west-dipping shear zones.
Gold mineralization and the structural setting show many similarities to other turbidite-hosted orogenic gold
systems, such as those developed in the Lachlan Orogen – Victorian gold district of Victoria, Australia, the Pine
Creek Orogen of the Northern Territory, Northern Australia and the Meguna district of Nova Scotia (Rhys, 2016 and Boyack, 2010).
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