Osino Signs Amended Ondundu Acquisition Agreement With B2Gold Corp. - Seite 2

Commercial Terms

Under the terms of the Acquisition Agreement as first announced by the Company on January 6, 2022, Osino agreed to acquire (the "Acquisition") all of the issued and outstanding shares (the "Razorback Shares") of the Namibian company, Razorback Gold Mining Company (Proprietary) Limited ("Razorback"), which owns 100% of the Namibian exclusive prospecting license 3195 (the "License") covering 19,969 hectares located approximately 130km northwest of Osino’s Twin Hills Gold Project in Namibia, together with all technical information and other books and records in respect thereof (the “Ondundu Gold Project” or the “Project”) for an aggregate purchase price of US$15,200,000 (the "Purchase Price") including a combination of cash, deferred cash and shares. Under the Amendment, the parties agreed that the purchase price would be settled through more shares in lieu of cash.

Pursuant to the Acquisition Agreement as amended by the Amendment, Osino will pay the US$15,200,000 Purchase Price to B2Gold as follows:

1. US$3,850,000 was paid into escrow, which will be released to Osino on closing (the "Closing") of the Acquisition once Osino issues to B2Gold 5,059,652 common shares of Osino having a value of US$3,850,000, which was calculated as a fraction, the numerator of which is US$3,850,000 divided by the Exchange Rate and the denominator of which is the product of 0.9 and the volume weighted average price of Osino Shares over the 20 trading days ending on the Effective Date;
   
   
2. 6,570,976 common shares of Osino will be issued to B2Gold on Closing, having value of US$5,000,000, which was calculated as a fraction, the numerator of which is US$5,000,000 divided by the Exchange Rate and the denominator of which is the product of 0.9 and the volume weighted average price of Osino Shares over the 20 trading days ending on the Effective Date;
   
   
3. US$3,850,000 will be paid to B2Gold on the first business day after the six-month anniversary of the Closing Date, at the option of B2Gold, in either cash or common shares of Osino. If B2Gold elects to receive Osino common shares as payment, the number of common shares of Osino to be issued will be calculated as a fraction, the numerator of which is US$3,850,000 divided by the Exchange Rate and the denominator of which is the product of 0.9 and the volume weighted average price of Osino Shares over the 20 trading days ending on the Six Month Date; and