Osino Resources Corp. (
TSXV:OSI)
(
FSE:RSR1) (
OTCQX:OSIIF)
("
Osino” or “
the Company”) is
pleased to announce that it has entered into an agreement to
acquire the Ondundu gold exploration property in Namibia
(“
Ondundu”) from B2Gold Corp.
("
B2Gold") dated December 31, 2021 (the
"
Acquisition Agreement").
Under the terms of the Acquisition Agreement,
Osino agreed to purchase (the "Purchase") 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.
The Acquisition Agreement is subject to Namibian
regulatory approvals and certain other customary closing
conditions.
Heye Daun, Osino’s President & CEO
commented: “We believe this is a highly accretive
transaction for Osino which provides significant additional scale,
diversification and consolidation of Osino’s Namibian projects. We
plan to build on the excellent exploration and resource development
work which B2Gold completed over the last 6 years and to quickly
advance the project to compliant resource stage. Based on the
Project's historical exploration and analysis, we believe the
Ondundu Gold Project has the type of mineralization with potential
to host a significant open-pit gold resource possibly in the order
of more than 1moz of contained gold* with the possibility for
co-development with Osino’s Twin Hills Gold Project. The
consideration payable is partially deferred and upon close will
result in B2Gold becoming a strategic shareholder of Osino. We are
very pleased that B2Gold has agreed to the part-equity structure of
the transaction and appreciate B2Gold’s implicit vote of confidence
in Osino’s ability to take Ondundu to the next level.”
*As indicated, the reader should note that
potential quantity and grade is presently conceptual in nature, and
there has been insufficient exploration to define such a mineral
resource and it is uncertain if further exploration will result in
the target being delineated as a mineral resource.
Commercial Terms
Pursuant to the Acquisition Agreement, Osino
will pay the Purchase Price to B2Gold as follows:
|
(1) |
US$3,850,000 was paid into escrow, which will be released and paid
to B2Gold on closing of the Purchase (the
"Closing") or will be released and returned to
Osino if the Purchase has not closed by June 30, 2022; |
|
|
|
|
(2) |
US$5,000,000 in common shares of Osino will be issued to B2Gold on
Closing having a price equal to the weighted average price for the
20 days immediately prior to Closing (the "Closing
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; and |
|
|
|
|
(4) |
US$2,500,000 will be paid to B2Gold on the earlier of completion of
a feasibility study including the License area and first production
or sale of ores, minerals or mineral products from the License
area, payable at Osino's option in cash or common shares of Osino
having a price equal to the weighted average price for the 20 days
immediately prior to the date of issuance thereof. |
|
|
|
The Purchase is not a related party transaction
and no control person will be created as a result. No finder’s fees
or commissions are being paid in connection with the Purchase. The
Agreement will terminate on June 30, 2022 if the Purchase has not
closed by then.
About Ondundu
The Ondundu Gold Project is located 250 Km
northwest of Windhoek in northern central Namibia (Figure 1) within
EPL 3195 and has an area of 19,969 hectares. Discovered in 1917, it
is hosted within the Northern Zone of the Neoproterozoic Damara
Orogen in north-central Namibia.
Ondundu is a sediment-hosted, structurally
controlled, mesothermal gold deposit metamorphosed to the
greenschist facies. The gold mineralization is hosted in bedding
parallel, quartz-ankerite-pyrite veins associated with steep
west-dipping shear zones.
Gold mineralization and the structural setting
show many similarities to other turbidite-hosted orogenic gold
systems, such as those developed in the Lachlan Orogen – Victorian
gold district of Victoria, Australia, the Pine Creek Orogen of the
Northern Territory, Northern Australia and the Meguna district of
Nova Scotia (Rhys, 2016 and Boyack, 2010).
Figure 1: Ondundu Gold Project location relative to
Osino’s Namibian ground
holdingshttps://www.globenewswire.com/NewsRoom/AttachmentNg/7a22dbd4-b9a9-4e27-90a2-09ab1f877549
Project Highlights
- Extensive exploration history by various operators since
discovery in 1917.
- US$10m of exploration expenditure including 48,765m of RC, DD
and RAB drilling completed by B2Gold between 2015 and 2021.
- Gold mineralization identified along a 2.5km by 0.5km ridge
protruding approximately 60m above the surrounding terrain (due to
silicification of host rocks).
- Shallow plunging, steeply dipping stratiform deposit with open
pit potential.
- Gold is free milling and relatively coarse grained.
- Accessory minerals include pyrite, arsenopyrite, chalcopyrite,
pyrrhotite, marcasite, siderite, ankerite and limonite. Minor
amounts of sphalerite and galena have been noted.
- Preliminary metallurgical testwork indicates that the project
is highly amendable to gravity recovery methods, suggesting high
recoveries and mass pull which may make the project amenable to
co-development with Osino’s Twin Hills project.
- A potentially feasible co-development route thus could entail
mining/crushing/milling and gravity pre-concentration at Ondundu
with subsequent concentrate trucking and further processing at
Osino’s Twin Hills gold project.
- The Project has only been systematically drilled over the
northernmost 1.5km of a 2.7km long target
- The Ondundu map in Figure 2 below indicates parasitic folding
on the nose of the large antiform and the gold mineralization along
a shared limb of a small anticline - syncline pair
- Additional information on the Ondundu Gold Project can be found
in the geological technical report prepared in accordance with
National Instrument 43-101—Standards of Disclosure for Mineral
Projects ("NI 43-101") entitled, "Technical Report
on the Ondundu Gold Project EPL 3195, Namibia" dated March 2010 and
revised July 20, 2010 publicly available under the SEDAR profile of
Forsys Metals Corp. at www.sedar.com filed March 29, 2011.
Project History prior to
B2Gold
- 1917 – initial discovery of gold at
Ondundu.
- 1922 – first claims sparked a minor
gold rush.
- 1923 – 1945
- Alluvial gold production from
underground workings
- Hard rock mining from open cuts and
trenches on the hillside
- Underground mining at
Margarethental and Geolex South
- 1936 – first bulk metallurgical
tests determining recovery parameters.
- 1980’s – Tsumeb Corporation Limited
and Goldfields Namibia exploration programmes.
- 1996 – JV between Keadeber
Resources (Pty) Ltd, (75%) and Southern Cross Exploration (25%):
- Tested a 600kg sample at MINTEK
(RSA) but no significant exploration was completed, permit lapsed
in 1999.
- 2003 – permit awarded to Omatjete
Mining.
- 2007 – Westport acquired 100% of
Omatjete Mining.
Geological Overview
- Located within the 6km wide Ondundu
anticline which plunges gently to the south.
- Lithologies are deep water
turbidites consisting of interbedded muds, silts and sands.
- Sediments are moderately
calcareous.
- Metamorphism is lower greenschist
facies.
Figure 2. Detailed geological map of
Ondundu Main Zone (OMZ) showing parasitic folds and limb of
anticline hosting
mineralizationhttps://www.globenewswire.com/NewsRoom/AttachmentNg/b95599a9-981a-4db9-ad9b-4b24add48e58
Geological Controls and Styles of
Mineralization
- The mineralization is focused along
a north-south, high strain zone.
- Locally hosted within the steeply
west dipping limb of an anticline syncline pair.
- Margarethental (north) and
Razorback (south) form two south plunging en-echelon zones.
- All mineralization is contained
within quartz – carbonate +/- sulphide veins usually 1 – 10cm in
thickness (occasionally wider).
- Gold bearing veins are conformable
with bedding.
- Very little or no gold in the wall
rock.
The prevalent styles of mineralization are
demonstrated in the core photos in Figure 3 below:
- Conformable quartz – carbonate and
quartz only veins in fine grained portion near top of upward fining
sequence. Note coarse arsenopyrite in sand bed above veins.
- Quartz – carbonate sulphide vein
with bleached sericitic selvage.
- High strain (sheared) zone with
ankerite spot alteration.
Figure 3: Core photos showing styles of
mineralizationhttps://www.globenewswire.com/NewsRoom/AttachmentNg/1d7259bf-3a4b-43fc-af4e-734199ff357c
Mineralization Modelling
The Ondundu Gold Project and its surroundings
have been explored extensively, including detailed exploration and
resource drilling especially since B2Gold took over as operator of
the Project in 2015.
The table below summarises the historical
exploration drilling completed at Ondundu to-date:
Period |
RAB |
RC |
RCDD |
DDH |
Total |
Pre 2015 |
3,389 |
120 |
13,974 |
7,320 |
24,803 |
B2Gold Corp. |
12,251 |
865 |
|
35,649 |
48,765 |
Total |
15,640 |
985 |
13,974 |
42,969 |
73,568 |
A significant part of the project has been
drilled on 100m by 50m spacing, especially over the lower grade and
over the areas with lower vein-density. Large parts of
Margarethental and Razorback (refer to Figure 2) have been drilled
to 25 by 25m or 25 by 50m drill spacing. The drill depths are
generally between 150 and 350m.
Internal mineralization modelling carried out by
B2Gold indicates that the project could be advanced to resource
modelling suitable for disclosure in accordance with NI 43-101,
without the need for extensive further drilling. The diagram below
depicts a typical cross-section through the main mineralized
body.
Figure 4: Typical cross-section through
Ondundu mineralization demonstrating steeply dipping mineralization
within limb of
anticlinehttps://www.globenewswire.com/NewsRoom/AttachmentNg/fdb0f2cb-6006-45fd-9c9a-6e1a16ea0a14
Qualified Person’s
Statement
David Underwood, BSc. (Hons) is Vice President
Exploration of Osino Resources Corp. and has reviewed and approved
the scientific and technical information in this news release and
is a registered Professional Natural Scientist with the South
African Council for Natural Scientific Professions (Pr. Sci. Nat.
No.400323/11) and a Qualified Person for the purposes of NI
43-101.
About Osino Resources
Osino is a Canadian gold exploration and
development company focused on the development of our Twin Hills
gold discovery in central Namibia. The Twin Hills Gold Project is
at an advanced stage of exploration with various advanced
development studies underway with the aim of fast-tracking the
project.
Osino has a large ground position of
approximately 6,700km2 located within Namibia’s prospective Damara
sedimentary mineral belt, mostly in proximity to and along strike
of the producing Navachab and Otjikoto Gold Mines. The Company is
actively advancing a range of gold prospects and targets along the
belt by utilizing a portfolio approach geared towards discovery,
targeting gold mineralization that fits the broad orogenic gold
model.
Our core projects are favorably located north
and north-west of Namibia’s capital city Windhoek. By virtue of
their location, the projects benefit significantly from Namibia’s
well-established infrastructure with paved highways, railway, power
and water in close proximity. Namibia is mining-friendly and lauded
as one of the continent’s most politically and socially stable
jurisdictions.
Osino continues to evaluate new ground with a
view to expanding our Namibian portfolio.
Further details are available on the Company's
website at https://osinoresources.com/
CONTACT INFORMATIONOsino
Resources Corp.Julia Becker: Investor Relations ManagerTel: +1
(604) 785 0850jbecker@osinoresources.com
Cautionary Statement Regarding
Forward-Looking Information
This press release contains "forward-looking
information" within the meaning of applicable Canadian securities
legislation. Forward-looking information includes, without
limitation, statements regarding the use of proceeds from the
Company's recently completed financings, and the future plans or
prospects of the Company, including prospects for economic
recoverability of mineral resources. Generally, forward-looking
information can be identified by the use of forward-looking
terminology such as "plans", "expects" or "does not expect", "is
expected", "budget", "scheduled", "estimates", "forecasts",
"intends", "anticipates" or "does not anticipate", or "believes",
or variations of such words and phrases or state that certain
actions, events or results "may", "could", "would", "might" or
"will be taken", "occur" or "be achieved". Forward-looking
statements are necessarily based upon a number of assumptions that,
while considered reasonable by management, are inherently subject
to business, market and economic risks, uncertainties and
contingencies that may cause actual results, performance or
achievements to be materially different from those expressed or
implied by forward-looking statements. Although the Company
has attempted to identify important factors that could cause actual
results to differ materially from those contained in
forward-looking information, there may be other factors that cause
results not to be as anticipated, estimated or intended. There can
be no assurance that such information will prove to be accurate, as
actual results and future events could differ materially from those
anticipated in such statements. Accordingly, readers should not
place undue reliance on forward-looking information. Other
factors which could materially affect such forward-looking
information are described in the risk factors in the Company's most
recent annual management's discussion and analysis which is
available on SEDAR at www.sedar.com. The Company does not
undertake to update any forward-looking information, except in
accordance with applicable securities laws.
The reader is cautioned that any reference to
current mineral resources or geological technical information about
Osino’s current mineral properties (not including the Ondundu Gold
Project) is based on, excerpted from and expressly qualified by
Osino’s current technical report (the “Technical Report”) which was
prepared in accordance with NI 43-101 entitled, “Amended and
Restated Twin Hills Gold Project, Namibia, Preliminary Economic
Assessment, National Instrument 43-101 Technical Report” dated
effective July 14, 2021 prepared for Osino Resources Corp.
Accordingly, Osino recommends that the reader refer to and read the
Technical Report in its entirety, a copy of which is available on
SEDAR at www.sedar.com under Osino’s issuer profile.
Neither the TSX Venture Exchange nor its
Regulation Services Provider (as that term is defined in the
policies of the TSX Venture Exchange) accepts responsibility for
the adequacy or accuracy of this press release.
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