Dundee Precious Metals Announces Acquisition of Osino Resources Securing Near-Term Production Growth in a Mining-Friendly Jurisdiction with Exploration Upside
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Dundee Precious Metals Announces Acquisition of Osino Resources
Securing Near-Term Production Growth in a Mining-Friendly Jurisdiction with
Exploration Upside
Toronto, December 18, 2023– Dundee Precious Metals Inc. (TSX: DPM) (“DPM”) and Osino
Resources Corp. (“Osino”) (TSXV: OSI) (FSE: RSR1) (OTCQX: OSIIF) are pleased to announce that
they have entered into a definitive agreement (the “ Arrangement Agreement”) whereby DPM will acquire
all of the issued and outstanding common shares of Osino pursuant to a plan of arrangement (the
“Transaction”). The Transaction adds Osino’s high-quality, long-life Twin Hills open pit gold project as well
as an extensive exploration portfolio in Namibia to DPM’s existing portfolio of assets.
As a result of the Transaction, DPM will acquire a 100% interest1 in Osino’s advanced stage, multi-million
ounce Twin Hills gold project (“Twin Hills”) located in Namibia, a mining-friendly jurisdiction where DPM has
successfully operat ed since 2010 . A June 2023 feas ibility study (“FS”) completed by Osino outlined an
open-pit project with a 13-year mine life and average annual production of 175,000 ounces of gold over the
first five years, with first production targeted in the second half of 2026.2
Pursuant to the terms of the Arrangement Agreement, DPM will acquire all of the issued and outstanding
common shares of Osino (“Osino Shares”) for a consideration consisting of C$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 C$1.55 3 per Osino Share and a total equity value of C$287 million on a fully -diluted in-
the-money basis. This Consideration represents a premium of 37.2% and 44.3% based on the closing price
and 30-day volume weighted average price (“VWAP”) of Osino Shares as of December 15, 2023, on the
TSX Venture Exchange, respectively.
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.
Strategic Rationale & Benefits for DPM’s Shareholders
• Adds a near-term producing asset in a mining friendly jurisdiction:
▪ Twin Hills is a multi-million-ounce gold project with 2.15 million ounces of Proven and Probable
Reserves, which was discovered by Osino in 2019 and fast -tracked to the pre -construction stage
within four years.2
▪ Estimated gold production of 175,000 ounces per year over the first 5 years, and 162,000 ounces
per year over the 13-year mine life, as outlined in the Twin Hills FS.2
1 Conditions of the Twin Hills mining licence includes ma king available a 5% carried interest to certain disadvantaged Namibian groups.
2 For more information, refer to the technical report titled “Definitive Feasibility Study of the Twin Hills Gold Project, Namibia”, effective June 12 , 2023,
and filed on SEDAR+ at www.sedarplus.ca, and the section of this news release titled “Technical and Regulatory Information”.
3 Based on the 5-day volume-weighted average trading price of DPM shares on the TSX for the period ended December 15, 2023.
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▪ Project is substantially permitted, with a 20-year mining licence already granted, subject to certain
conditions, with only site-level permits still outstanding.
▪ Front-end engineering and design is well-advanced, with all surface rights acquired for mining and
related infrastructure.
▪ Located in Namibia, a mining friendly jurisdiction with established infrastructure, a skilled labour
force, and access to renewable power.
▪ DPM has been operating the Tsumeb smelter in Namibia since 2010 and has established strong
relationships with the government and local communities in-country.
• Further positions DPM as a leading intermediate gold producer with exceptional assets and
growth profile:
▪ Enhances DPM’s asset portfolio, which includes its high-margin production profile of 2 58,000
ounces of gold per annum from the Chelopech and Ada Tepe mines in Bulgaria.4
▪ Growth pipeline will now be supported by two new high-quality gold discoveries, including Osino’s
Twin Hills project in Namibia with targeted production commencing in 2026, as well as DPM’s high-
grade Čoka Rakita deposit in Serbia, which has an Inferred Mineral Resource of 1.78 million ounces
of gold and where DPM recently initiated a Preliminary Economic Assessment.
▪ Longer-term optionality and upside potential with DPM’s Loma Larga development project and
Tierras Coloradas exploration prospect in Ecuador.
▪ Further strengthens DPM’s Mineral Reserve and Resource base , increasing Proven & Probable
Reserves by 43% to approximately 7.2 million gold oun ces, and adds 2.9 million ounces of
Measured and Indicated Resources and 0.25 Moz. of gold in Inferred Resources.2
• Compelling exploration upside in Namibia’s highly prospective Damara Gold Belt and Karibib
Gold District:
▪ Significant exploration land package and large portfolio of targets, prospects and new discoveries
assembled by Osino.
▪ Potential to continue trend of grade improvement at Twin Hills through infill drilling and further
extensions along strike and at depth.
▪ The Ondundu deposit, located 130 km northwest of Twin Hills, has an existing Inferred Mineral
Resource of 0.9 million gold ounces.5
▪ New highly prospective Eureka gold discovery, with recent intercepts including 47 metres of 5.92
g/t of gold, located 35 km northeast of Ondundu.6
▪ 8,000 km2 regional package of licences with multiple drill-ready gold targets for further exploration
in Namibia’s prospective Damara sedimentary mineral belt.
4 Reflects the annual average of DPM’s outlook for 2024 and 2025. Details of DPM’s 2023 guidance and three-year outlook can be found in the
Management’s Discussion and Analysis (“MD&A”) for the period ended September 30, 2023, available on the Company’s website at
www.dundeeprecious.com and on SEDAR+ at www.sedarplus.ca.
5 For more information, refer to the technical report “ Ondundu Gold Project, Namibia”, effective October 7, 2022, and SEDAR+ at www.sedarplus.ca,
and the section of this news release titled “Technical and Regulatory Information”.
6 Source: Osino news release dated November 14, 20223, available on SEDAR+ at www.sedarplus.ca.
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• Leverages DPM’s balance sheet strength and free cash flow generation to internally fund
development and maintain attractive dividend:
▪ Strong financial position, including cash balance of approximately US$ 563 million7, an undrawn
US$150 million revolving credit facility, and no debt.
▪ Robust cash provided from operating activities and free cash flow generation of US$247 million
and US$213 million over the last twelve months, respectively.8
▪ Financial capacity to fund development of Twin Hills and other growth initiatives from existing cash
balances and future operating cash flows, while sustaining quarterly dividend.
• Complements DPM’s core strengths and unique capabilities to unlock value:
▪ Osino’s strong and established sustainability ethos and focus on responsible project development
provides a strong foundation for the project’s social licence.
▪ Leverages DPM’s in-house expertise and proven strengths in Namibia in community engagement,
project development, and leadership in ESG.
Strategic Rationale and Benefits to Osino Shareholders
• Premium of approximately 44.3% based on Osino’s 30-day VWAP on the TSXV, with half of
consideration payable in cash and the other half payable in DPM shares, allowing for both liquidity and
participation in future upside.
• Continued exposure to Twin Hills’ future production and portfolio exploration upside, with lower risk from
a dilution, financing, and single asset development perspective.
• Exposure to DPM’s diversified portfolio of low-cost operations and strong growth pipeline.
• Experienced DPM management team with demonstrated track record of success in developing and
operating projects in Namibia and Europe , focused on fast -tracking the development of the Twin Hills
project.
• Leverages DPM’s strong balance sheet with US$563 million in cash on hand, no debt, and robust cash
flow generation to fund the development of Twin Hills and unlock additional value through exploration.
• Immediate yield by way of participation in DPM’s current dividend.
• Enhanced institutional investor following, trading liquidity and capital markets profile.
7 Unless otherwise noted, references to DPM’s cash balance are as at September 30, 2023 and is prior to cash consideration to be paid as part of the
transaction.
8 Free cash flow is a non-GAAP measure that has no standardized meaning under International Financial Reporting Standards (“IFRS”) and may not
be comparable to similar measures presented by other companies. Refer to the “Non-GAAP Financial Measures” sections commencing on page 36
of DPM’s MD&A for the period ended September 30, 2023, and commencing on page 43 of DPM’s MD&A for the year ended December 31, 2022,
including reconciliations to IFRS measures, available on SEDAR+ at www.sedarplus.ca.
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CEO Commentary
David Rae, President and Chief Executive Officer of Dundee Precious Metals , made the following
comments in relation to the Osino acquisition:
“Twin Hills represents a unique opportunity to add a high-quality development asset in an excellent mining
jurisdiction to our portfolio. The project provides a foundation for our future production profile with production
targeted for 2026, as well as significant exploration upside.
“This transaction also allows us to leverage our strong local relationships in Namibia, which we have buil t
over many years, and continue our focus on growing our portfolio of gold assets. With Twin Hills and Čoka
Rakita, DPM will have an extremely attractive growth pipeline and the financial capacity to fund it internally
through our existing cash balance and free cash flow.
“The Osino team have done an excellent job in discovering and progressing Twin Hills to this point. We are
excited to advance the project and build on their efforts to unlock further value for all of our stakeholders.”
Heye Daun, President and Chief Executive Officer of Osino Resources, stated:
“On behalf of Osino shareholders, I am very pleased to be delivering the Twin Hills gold project to DPM.
DPM is a highly credible and well-financed builder and operator of gold mines with the technical skills and
financial resources to progress the project through construction and into production .
“We are very proud to have attracted a company of DPM’s calibre, thereby securing the future development
of Twin Hills, which we believe has the potential to become Namibia’s third and largest gold mine.
“Since 2019, the Osino team has made great strides in discovering and advancing Twin Hills, and de-risking
the project from a technical and permitting perspective. We believe that handing over the project to DPM
at this critical juncture is in the best interest of our shareholders and local stakeholders. Our well-established
and highly credible Namibian exploration and technical team will continue to contribute meaningfully as
DPM takes the project to the next level.”
Next Steps
DPM intends to advance all remaining engineering activities for Twins Hills to reach a construction decision
by the third quarter 2024. Over this period, DPM will pursue opportunities to refine and optimize the mining,
construction and ex ecution aspect s of the project , given DPM’s experience in the development and
operation of its existing portfolio. In parallel, DPM will also be reviewing the construction timeline, which is
currently targeting first production in the second half of 2026.
Transaction Summary
The proposed Transaction will be completed pursuant to a court approved plan of arrangement under the
Business Corporations Act ( British Columbia). The Transaction will be subject to the approval of Osino
security holders, being: (i) 66 2/3% of the votes cast by shareholders, (ii) 66 2/3% of the votes cast by
holders of incentive securities voting as a single class with shareholders ; and (iii) a simple majority of
shareholders excluding votes held by related parties under Multilateral Instrument 61-101 – Protection of
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Minority Security Holders in Special Transactions , at a special meeting of Osino securityholders expected
to be held in March 2024.
The directors and senior officers of Osino have entered into voting support agreements, pursuant to which,
subject to the terms and conditions set forth therein, they will vote their securities held, as applicable, in
favour of the Transaction.
In addition to securityholder and court approvals, the Transaction is subject to applicable regulatory
approvals (including approvals of the Toronto Stock Exchange and TSXV and applicable approvals under
the Namibia Competition Act ) and the satisfaction of certain other closing conditions customary for a
transaction of this nature. The Arrangement Agreement includes customary deal protections, including
fiduciary-out provisions, non -solicitation covenants, and the right to match any superior proposals.
Additionally, a termination fee payable in an amount of C$10 million is payable to DPM by Osino in certain
circumstances if the Transaction is not completed.
Pursuant to the Arrangement Agreement, all outstanding Osino stock options, restricted share units and
deferred share units, which remain outstanding at the effective time of the Transaction, will be deemed to
be exercised or settled, for their in -the-money value net of withholding taxes, as applicable, under the
arrangement for Osino Shares, which will be exchanged for the Consideration and outstanding Osino
warrants will be adjusted in accordance with their terms.
Subject to certain conditions, including the parti es obtaining the requisite regulatory approvals, the
Transaction is expected to close in H1 2024, subject to timing of the approvals under the Namibia
Competition Act . Upon closing of the Transaction, the Osino Shares are expected to be concurrently
delisted.
Full details of the Transaction will be included in the meeting materials which are expected to be mailed to
the securityholders of by early February 2024.
Osino Board of Directors’ and Special Committee Recommendations
The Arrangement Agreement has been unanimously approved by the Board of Directors of DPM.
The Board of Directors of Osino (the “Osino Board”) appointed a special committee of independent directors
(the “Special Committee”) to consider and make a recommendation to the Osino Board with respect to the
Transaction. After consultation with its financial and legal advisors, and on the unanimous recommendation
of the Special Committee, the Osino Board unanimously determined that the Transaction is in the best
interests of Osino and approved the Arrangement Agreement. Accordingly, the Osino Board and the Special
Committee recommend that Osino shareholders vote in favour of the Transaction.
The Osino Board and the Special Committee received fairness opinions from each of BMO Capital Markets
and Eight Capital, which state that as of the date of such opinion and based upon and subject to the
assumptions, limitations and qualifications set forth therein, the Consideration to be received by Osino
shareholders, pursuant to the Transaction, is fair from a financial point of view to the Osino shareholders.
Eight Capital was retained on a fixed-fee basis.
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Concurrent Private Placement
In connection with the Transaction, DPM has agreed to purchase an aggregate of $10 million in common
shares of Osino, in two equal tranches, at a price of C$ 1.13 per share pursuant to a concurrent private
placement (the “Concurrent Private Placement”) to provide Osino with funding for project activities ,
including engineering, drilling and other corporate purposes in accordance with its budget, as agreed with
DPM pursuant to the Arrangement Agreement. Assuming the closing of both tranches of the Concurrent
Private Placement, DPM will own approximately 7% of the issued and outstanding common shares of Osino
prior to the closing of the Transaction.
The first tranche of the Concurrent Private Placement is expected to close on or before January 9, 2024,
and is subject to TSXV and other customary regulatory approvals. The Osino Shares issued to DPM
pursuant to the Concurrent Private Placement will be subject to a statu tory four-month holding period in
accordance with applicable securities regulations. No finder’s fees will be payable in connection with the
Concurrent Private Placement.
Advisors and Counsel
CIBC Capital Markets is acting as exclusive financial advisor to DPM and its Board of Directors. 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. Stikeman Elliott
LLP is acting as Osino’s legal advisor.
Conference Call and Webcast
DPM will host a conference call and webcast on Monday, December 18, 2023, at 9 a.m. Eastern Standard
Time for members of the investment community to discuss the Transaction. To participate via conference,
register at the link below to receive the dial-in information as well as a personalized PIN code to access the
call.
The link to register and to access the webcast are as follows:
Conference call date
and time
Monday, December 18, 2023
9 a.m. EST
Call registration https://register.vevent.com/register/BI5062648a2193429ea390547cd5b224fd
Webcast link https://edge.media-server.com/mmc/p/8esxy35a
Replay Archive will be available on www.dundeeprecious.com
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Osino will host a conference call and webcast on Monday, December 18, 2023 at 11 a.m. Eastern (8 a.m.
Pacific) time for members of the investment community to discuss the Transaction.
The link to access the webcast are as follows:
Conference call date
and time
Monday, December 18, 2023
11 a.m. EST / 8 a.m. PST
Webcast link https://us06web.zoom.us/webinar/register/WN_ijjL1hS0S2SoTsG9otpoIQ
Replay Archive will be available on www.osinoresources.com
About Dundee Precious Metals Inc.
Dundee Precious Metals Inc. is a Canadian-based international gold mining company with operations and
projects located in Bulgaria, Namibia, Serbia and Ecuador . DPM’s purpose is to unlock resources and
generate value to thrive and grow together. This overall purpose is supported by a foundation of core values,
which guides how DPM conducts its business and informs a set of complementary strategic pillars and
objectives related to ESG, innovation, optimizing our existing portfolio and growth. The Company’s
resources are aligned in-line with its strategy to ensure that DPM delivers value for all of its stakeholders.
DPM’s shares are traded on the Toronto Stock Exchange (symbol: DPM).
Dundee Precious Metals Contact
David Rae
President and Chief Executive Officer
Tel: (416) 365-5092
Jennifer Cameron
Director, Investor Relations
Tel: (416) 219-6177
About Osino Resources Corp.
Osino Resources Corp. is a Canadian gold exploration and development company focused on the fast -
tracked development of our wholly owned, Twin Hills Gold Project in central Namibia. Since its grassroots
discovery in August 2019, Osino has completed more than 225,000 metres of drilling and has completed a
suite of specialist technical studies culminating in the recently published Twin Hills FS. The FS describes a
technically simple and economically robust open -pit gold operation with a 13 -year mine life and average
annual gold production of over 169koz per annum. Osino has an exploration package of approximately
8,000km2 located within Namibia’s prospective Damara sedimentary mineral belt, mostly in proximity to and
along strike of the producing Navachab and Otjikoto Gold Mines.
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Osino Resources Contact
Heye Daun
President and Chief Executive Officer
Tel: +27 21-4097106
Yaron Conforti
Corporate Development
Tel: (647) 687-2038
Technical and Regulatory Information
Osino’s Mineral Reserve and Mineral Resource Estimate for the Twin Hills Project is detailed below:
Mineral Reserves
Category Tonnes (Mt) Grade (g/t) Contained Metal (Moz.)
Proven 0.87 1.19 0.03
Probable 63.64 1.03 2.12
Proven & Probable 64.51 1.04 2.15
Mineral Resources
Category Tonnes (Mt) Grade (g/t) Contained Metal (Moz.)
Measured 0.7 1.48 0.03
Indicated 83.6 1.08 2.91
Measured & Indicated 84.3 1.08 2.94
Inferred 7.0 1.10 0.25
The Mineral Reserves are effective as May 31, 2023, with an economic cut-off grade of 0.45 g/t. The Mineral
Resource estimate has an effective date of March 15, 2023, with a cut -off grade of 0.3 g/t and has been
reported inclusive of Mineral Res erves. For more information with respect to the FS and the associated
Mineral Reserve and Resource estimate, including key assumptions, parameters and risks related thereto,
see the technical report entitled “ Definitive Feasibility Study of the Twin Hills Gold Project, Namibia ” with
an effective date of June 12, 2023, prepared by Lycopodium Minerals Canada Ltd. , and filed by Osino
under its profile on SEDAR+ at www.sedarplus.ca.
For more information with respect to the Mineral Resource estimates of DPM, including key assumptions,
parameters and risks related thereto, see the annual information form of DPM for the year ended December
31, 2022, filed by DPM under its profile on SEDAR+ at www.sedarplus.ca.
Technical and scientific information in this press release has been reviewed on behalf of DPM by Ross
Overall, B.Sc. (Applied Geology), Director, Corporate Technical Serves of DPM, who is a Qualified Person
(“QP”) as defined under NI 43-101, and who is not independent of DPM.