Dundee Precious Metals Inc. (TSX:DPM) entered into a definitive agreement to acquire Osino Resources Corp. (TSXV:OSI) for approximately CAD 250 million on December 17, 2023. DPM will acquire all of the issued and outstanding common shares of Osino for a consideration consisting of CAD 0.775 in cash per Osino Share and 0.0801 of a DPM common share per Osino Share (the ?Consideration?). The Consideration implies a value of CAD 1.55 per Osino Share and a total equity value of CAD 287 million on a fully-diluted in the-money basis. Upon completion of the Transaction, DPM will issue 13,766,364 shares to Osino shareholders and existing Osino shareholders will own approximately 7% of the combined company while current DPM shareholders will own 93%. In connection with the transaction, DPM has agreed to purchase an aggregate of CAD 10 million in common shares of Osino, in two equal tranches, at a price of CAD 1.13 per share pursuant to a concurrent private placement (the ?Concurrent Private Placement?) to provide Osino with funding for project activities. Upon closing of the Transaction, the Osino Shares are expected to be concurrently delisted. A termination fee payable in an amount of CAD 10 million is payable to DPM by Osino in certain circumstances if the transaction is not completed.

On February 19, 2024, Osino Resources Corp. announces that it has received a proposal from a foreign-based mining company for the acquisition of all of the issued and outstanding common shares of Osino Resources for cash consideration of CAD 1.90 for each Common Share. The Board of Directors of Osino Resources has unanimously determined, after consultation with its financial and legal advisors, and based upon the unanimous recommendation of the special committee of the Board, that the New Offer constitutes a "Superior Proposal". DPM will not propose to amend the terms of the DPM Arrangement Agreement in light of the Superior Proposal.

The transaction will be subject to the approval of Osino security holders, court approved plan of arrangement under the Business Corporations Act, regulatory approvals (including approvals of the Toronto Stock Exchange and TSXV and applicable approvals under the Namibia Competition Act), subject to Securityholders approval and the satisfaction of certain other closing conditions customary for a transaction of this nature. The agreement has been unanimously approved by the Board of Directors of both DPM and Osino. Officers and directors of Osino have entered into voting support agreements for the transaction. Osino shareholder meeting will be held in March 2024. As of January 30, 2024, the Supreme Court of British Columbia has issued an interim order which authorizes the holding of a special meeting of holders of securities of Osino as of the record date of January 10, 2024. Special Meeting is scheduled to be held on March 1, 2024. Completion of the Arrangement remains subject to the satisfaction of a number of conditions customary for a transaction of this nature, including Securityholder approval of the Arrangement Resolution at the Special Meeting, receipt of regulatory approval of [the TSX Venture Exchange,] the Namibian Stock Exchange and the Namibian Competition Commission, and the issuance by the Court of a final order approving the Plan of Arrangement. The transaction is expected to close in H1 of 2024.

CIBC Capital Markets is acting as exclusive financial advisor to DPM and its Board of Directors. André Boivin, Zahra Nurmohamed, Davit Akman, Carla Potter and Michelle McKinnon of Cassels Brock & Blackwell LLP is acting as DPM?s legal advisor. BMO Capital Markets and Treadstone Resource Partners are acting as financial advisors to Osino and its Board of Directors and Eight Capital is acting as financial advisor to its Special Committee. BMO Capital Markets and Eight Capital also acted as fairness opinions provider to Osino Board and the Special Committee. Colin Burn of Stikeman Elliott LLP is acting as Osino?s legal advisor. Laurel Hill Advisory acted as information agent to Osino and will receive a fee of CAD 70,000 for its service. Computershare Investor Services Inc. acted as transfer agent to Osino and DPM. PricewaterhouseCoopers LLP acted as auditor to DPM. MNP LLP acted as an auditor to Osino.

Osino Resources Corp. (TSXV:OSI) terminated its agreement with Dundee Precious Metals Inc. (TSX:DPM) on February 20, 2024