Vancouver, British Columbia - Osino Resources Corp. (TSXV:OSI) (FSE:RSR1) (OTCQX:OSIIF) ('Osino' or 'the Company') is pleased to announce that the Company has entered into an Earn-In and Shareholder Agreement (the 'Agreement') with Prospect Resources Limited (ASX:PSC)(FRA:5E8) ('Prospect') to allow Prospect to earn up to 51% and potentially up to 85% interest in the Omaruru Lithium Project (the 'Project') in Namibia.
The Omaruru Lithium Project, which is wholly owned by Osino's subsidiary Richwing Exploration (Pty) Ltd., comprises Exclusive Prospecting License (EPL) 5533 located east of Karibib and spans 175km2 (see Figure 1). The tenement is situated near several historical and current lithium mining operations, including Lepidico's Karibib Lithium Project located about 10km to the southwest. The Project is situated 20km southeast of the Twin Hills Project. EPL 5533 is accessible by road from the sealed B2 National Highway which links the capital Windhoek, 130km the southeast, to the port at Walvis Bay, about 240km further southwest.
Heye Daun, Osino's co-founder, President & CEO commented: 'We are delighted to be partnering with Prospect Resources to further develop the lithium potential on our EPL 5533 in Namibia via this earn-in arrangement. Under the terms of the agreement Osino has the option of participating significantly in the potential future upside of the project which may be unlocked through the active exploration and technical advancement of the project by Prospect Resources. Prospect is an ASX-listed, highly credible and successful group of lithium developers who previously advanced their Arcadia lithium project in Zimbabwe and ultimately divested Prospect's 87% interest in Arcadia to Zhejiang Huayou Cobalt in early 2022 for approximately US$378M in cash. Prospect is a credible and motivated partner who will advance this lithium project whilst Osino can focus on the continued and fast-tracked development of our Twin Hills Gold project. Osino had previously conducted gold and preliminary lithium exploration on EPL 5533 and pursuant to that we concluded that the gold upside on this license was limited, whilst the lithium potential required a focused and specialist effort from a competent lithium operator. We are thus very pleased to reach this mutually beneficial agreement with Prospect and we look forward to working with Prospect's competent and energetic team.'
Transaction Details
Under the Shareholder Agreement, Prospect may earn-in to up to 40% interest in the project with a US$1M investment ('Phase 1') and a further 11% interest through a US$560,000 investment ('Phase 2'), totaling a 51% ownership in the Project. The contemplated transaction with Prospect is an Exempt Transaction under policies of the TSX Venture Exchange. - 2 - Phase 1 consists of a US$560,000 cash payment to acquire 20%, and a commitment to spend a further US$440,000 on the Project with a 12-month period, to earn an additional 20%. Upon the completion of Phase 1, Prospect may commit to a further US$560,000 within a 12-month period for in-ground exploration to reach 51% ownership. Upon the completion of Phase 2 and having earned 51%, development funds are to be contributed on a pro-rata basis. If one party fails to contribute their pro rata share, their shareholding will be diluted. The minority shareholder will be diluted down to 15%, at which point their interest shall be free carried until the completion of the DFS. If Prospect chooses not to proceed after Phase 1 or does not reach more than 50% by the end of a 24-month period (or as extended by mutual consent) Osino will have the right to repurchase Prospect's interest for an agreed sum. During the next phase of the Agreement ('Phase 3'), if Prospect's spending does not reach a minimum of US$500,000 within the 12-month period following Phase 2, either party will have the option to purchase the other party's interest for an agreed sum.
About Prospect Resources
Prospect is an ASX listed company focused on the exploration and development of opportunities in battery and electrification metals in the sub-Saharan African region. The team at Prospect has a proven track record of value creation and systematic de-risking of early-stage projects. Prospect successfully advanced its flagship Arcadia Lithium Mine Project in Zimbabwe from exploration through to resource definition, early-stage economic valuation, definitive studies, offtake agreements and strategic project financing process. Arcadia was discovered by Prospect in 2016 and was ultimately sold to Zhejiang Huayou Cobalt in early 2022, for approximately US$378M in cash.
About Osino Resources
Osino is a Canadian gold exploration and development company focused on the fast-tracked development of our Twin Hills Gold Project ('Twin Hills') in central Namibia. Twin Hills is at an advanced stage of exploration and development with more than 220,000m of drilling completed on the project since its grassroots discovery by Osino with various advanced development studies underway. Osino has a large ground position of approximately 6,900km2 located within Namibia's prospective Damara sedimentary mineral belt, mostly in proximity to and along strike of the producing Navachab and Otjikoto Gold Mines. The Company is actively exploring a range of gold prospects and targets along the belt by utilizing a portfolio approach geared towards discovery, targeting gold mineralization that fits the broad orogenic gold model. Our core projects are favorably located north and north-west of Namibia's capital city Windhoek. By virtue of their location, the projects benefit significantly from Namibia's well-established infrastructure with paved highways, railway, power and water in close proximity. Namibia is mining-friendly and lauded as one of the continent's most politically and socially stable jurisdictions. Osino continues to evaluate new ground with a view to expanding our - 4 - Namibian portfolio. Further details are available on the Company's website at https://osinoresources.com
Contact:
Osino Resources Corp.
Julia Becker
Investor Relations Manager
Tel: +1 (604) 785 0850
E: jbecker@osinoresources.com
Cautionary Statement Regarding Forward-Looking Information
This press release contains 'forward-looking information' within the meaning of applicable Canadian securities legislation. Forward-looking information includes, without limitation, statements regarding the use of proceeds from the Company's future plans or prospects of the Company, including prospects for economic recoverability of mineral resources. Generally, forward-looking information can be identified by the use of forward-looking terminology such as 'plans', 'expects' or 'does not expect', 'is expected', 'budget', 'scheduled', 'estimates', 'forecasts', 'intends', 'anticipates' or 'does not anticipate', or 'believes', or variations of such words and phrases or state that certain actions, events or results 'may', 'could', 'would', 'might' or 'will be taken', 'occur' or 'be achieved'. Forward-looking statements are necessarily based upon a number of assumptions that, while considered reasonable by management, are inherently subject to business, market and economic risks, uncertainties and contingencies that may cause actual results, performance or achievements to be materially different from those expressed or implied by forward-looking statements. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forwardlooking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking information. Other factors which could materially affect such forward-looking information are described in the risk factors in the Company's most recent annual management's discussion and analysis which is available on the Company's profile on SEDAR at www.sedar.com. The Company does not undertake to update any forward- looking information, except in accordance with applicable securities laws.
OSINO RESOURCES CORP. 
