OSIIF - Osino Resources Announces Receipt of Superior Acquisition Proposal | Benzinga
VANCOUVER, British Columbia, Feb. 19, 2024 (GLOBE NEWSWIRE) -- Osino Resources Corp. (TSX:OSI) (NSX:OSN) (FSE:RSR1) (OTCQX:OSIIF) ("Osino" or the "Company") 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 the Company (the "Common Shares") and all of the issued and outstanding securities convertible into Common Shares for cash consideration of C$1.90 for each Common Share by way of a plan of arrangement (the "New Offer").
The Board of Directors of the Company (the "Board") 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" in accordance with the terms of the arrangement agreement between the Company and Dundee Precious Metals Inc. ("DPM") dated December 17, 2023, (the "DPM Arrangement Agreement").
Superior Proposal Key Terms
Pursuant to the terms of the New Offer, the Company's shareholders would receive cash consideration of C$1.90 for each Common Share, valuing Osino at approximately C$368 million. The New Offer contemplates that the offeror (the "Offeror") will provide the Company with a loan comprising of (i) US$10 million facility concurrently with the execution of the arrangement agreement to enable the continued, fast-tracked development of the Twin Hills gold project and to fund other liquidity needs of the Company and (ii) an advance in an amount equal to the termination fee payable by the Company in the event of a termination of the DPM Arrangement Agreement as a result of the New Offer (the "New Facility"). The New Facility will be convertible into Common Shares at C$1.39 per Common Share (i) at the Offeror's option at any time; and (ii) in the event the reverse termination fee is payable by the Offeror.
Based on the closing price of the DPM common shares on the Toronto Stock Exchange as of February 16, 2024, the Superior Proposal 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 one trading day prior to announcement of the DPM Arrangement Agreement.
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 ...