Osino receives new bids for assets

Canadian company Osino Resources, which is developing the Twin Hills gold project in Namibia, says it has received a proposal from a foreign-based mining company for the acquisition of all of the issued and outstanding common shares of the company, which Dundee Precious Metals (DPM) was interested in acquiring.

Osino has notified DPM of the development and asked them to better their proposal to match the new offer, but DPM declined to do so.

A statement issued by Osino’s president and chief executive, Heye Daun, said the issued and outstanding securities are convertible into common shares for cash consideration of C$1,90 for each common share.

He said the Osino board of directors has unanimously determined, after consultation with its financial and legal advisers, that the new offer constitutes a “superior proposal” to agreement between Osino and DPM, dated 17 December 2023.

Pursuant to the terms of the new offer, Osino’s shareholders would receive cash consideration of C$1,90 for each common share, valuing Osino at approximately C$368 million, Daun said.

The new offer contemplates that the bidder would provide Osino a loan comprising a US$10 million (N$190 million) facility concurrently with the execution of the arrangement agreement to enable the continued, fast-tracked development of the Twin Hills gold project and to fund other Osino liquidity needs.

“The new offeror would also provide an advance in an amount equal to the termination fee payable by Osino in the event of a termination of the DPM arrangement agreement as a result of the new offer,” Daun said.

Based on the closing price of the DPM common shares on the Toronto Stock Exchange as of 16 February, the superior proposal represents a premium of approximately 32% to the implied value of the consideration offered pursuant to the DPM arrangement agreement, and approximately a 68% premium to the unaffected share price one trading day prior to the announcement of the DPM agreement.

According to a statement issued by Dundee Tsumeb’s managing director and vice president, Zebra Kasete, DPM has been notified of the new offer by Osino.

“Dundee Precious Metals acknowledges receipt of notice from Osino Resources that a foreign-based mining company had made a binding proposal to acquire all of the issued and outstanding common shares of Osino for a purchase price of C$1,90 per share.

“Osino has further advised DPM that its board of directors has determined that the new proposal constitutes a ‘superior proposal’ as defined in the arrangement agreement between DPM and Osino dated 17 December 2023,” said a statement by David Rae, the president and chief executive.

Under the terms of the agreement, DPM has previously agreed to acquire all of the issued and outstanding common shares of Osino for C$0,775 in cash per Osino share, and 0,0801 of a DPM common share per Osino share, with an implied value of C$1,55 per Osino share.

“After thorough review and analysis, and in consultation with its advisers, the company’s board of directors has determined that DPM will not propose to amend the terms of the agreement, and accordingly, DPM has delivered notice of such decision to Osino,” Rae said.

He said in the event Osino terminated the agreement in order to enter into a binding agreement with the bidder in respect of the new proposal, Osino would be required to pay to DPM a termination fee in the amount of C$10 million (N$138 million).

DPM currently holds 12 699 157 of Osino’s common shares.

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