Osino Resources Announces Receipt of Superior Acquisition Proposal - Seite 2

Except for the consideration being offered and certain buyer-specific regulatory closing conditions, the arrangement agreement that would be entered into with the Offeror is substantially the same as the DPM Arrangement Agreement. Commensurate with the increase in consideration, the proposed arrangement agreement with the Offeror provides for an increase in the termination fee to US$9.55 million, which is payable in certain circumstances by the Company to the Offeror and the repayment of amounts owing under the New Facility. The proposed arrangement agreement with the Offeror also includes a reverse termination fee in the amount of US$9.55 million which is payable by the Offeror to the Company in certain specified circumstances.

DPM Response

In accordance with the DPM Arrangement Agreement, the Company notified DPM today that, among other matters, it considers the New Offer to be a Superior Proposal under the DPM Arrangement Agreement and that the five business day matching period commenced, during which DPM has the right, but not the obligation, to propose to amend the terms of the DPM Arrangement Agreement in order for the New Offer to cease to be a Superior Proposal.

Following delivery of the notice, the Company received notice from DPM advising that DPM will not propose to amend the terms of the DPM Arrangement Agreement in light of the Superior Proposal.

The Offeror and the Company have confirmed their readiness and intention to execute the proposed arrangement agreement promptly following a termination of the DPM Arrangement Agreement. The Company is in the process of settling logistical matters including payment of the termination fee to DPM in anticipation of the termination of the DPM Arrangement Agreement in accordance with its terms. Further details regarding the DPM Arrangement Agreement and the Superior Proposal will be provided once available in due course.

Upcoming Special Meeting of Securityholders

In the event the DPM Arrangement Agreement is terminated, the Company will provide notice to securityholders of the cancellation of the special meeting of securityholders (currently scheduled for March 1, 2024). In the event the proposed arrangement agreement is executed, the Company will provide a new date and time on which a special meeting is expected to be held in connection with the Superior Proposal, including information as to the timing of the delivery of new meeting materials to securityholders in connection therewith and the filing of the new meeting materials on SEDAR+.