Osino Resources Corp. (TSX:OSI.V) (NSX:OSN) (FSE:RSR1) (OTCQX:OSIIF) announced today that it has received a superior acquisition proposal from a foreign-based mining company, potentially altering the course of its corporate trajectory.
Superior Proposal
The proposal entails the acquisition of all issued and outstanding common shares of Osino Resources Corp. for a cash consideration of C$1.90 per share, marking a significant premium compared to previous agreements. Here are the key terms of the new offer:
| Terms | Details |
|---|---|
| Cash Consideration | C$1.90 per share |
| Valuation | Approximately C$368 million |
| Loan Facility | US$10 million to facilitate fast-tracked development of the Twin Hills gold project and meet other liquidity needs |
| Arrangement Agreement | Similar to the previous agreement with Dundee Precious Metals Inc. (DPM), with adjusted termination fees and a reverse termination fee |
| Premium | Represents a premium of approximately 32% to the implied value of the consideration offered pursuant to the DPM Arrangement Agreement, and approximately 68% premium to the unaffected share price |
Board’s Decision
After careful consideration and consultation with financial and legal advisors, Osino’s Board of Directors unanimously determined that the new offer constitutes a “Superior Proposal” compared to the existing arrangement with DPM.
DPM Response
In accordance with the DPM Arrangement Agreement, Osino notified DPM about the Superior Proposal, triggering a five-business-day matching period. However, DPM has opted not to propose any amendments, indicating their acceptance of Osino’s decision.
Next Steps
Osino and the offeror are poised to execute the proposed arrangement agreement promptly following the termination of the DPM Arrangement Agreement. The company is taking necessary steps, including settling logistical matters and payment of termination fees, in anticipation of the transition.
Special Meeting of Securityholders
In the event of termination of the DPM Arrangement Agreement, Osino will inform securityholders about the cancellation of the special meeting scheduled for March 1, 2024. A new special meeting will be convened to discuss the Superior Proposal and related transactions.
Conclusion
The receipt of a superior acquisition proposal marks a pivotal moment for Osino Resources Corp., potentially reshaping its future trajectory. With unanimous support from the Board of Directors and an affirmative response from DPM, the company is poised to move forward with confidence in its decision-making process.
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