お知らせ • Aug 29
Hainan Shengwei Trading Co., Ltd. completed the acquisition of Osino Resources Corp. (TSXV:OSI) from Dundee Precious Metals Inc. (TSX:DPM) and others.
Hainan Shengwei Trading Co., Ltd. made a proposal to acquire Osino Resources Corp. (TSXV:OSI) from Dundee Precious Metals Inc. (TSX:DPM) and others for approximately CAD 320 million on February 19, 2024. Hainan Shengwei Trading Co., Ltd. entered into a binding arrangement agreement to acquire Osino Resources Corp. on February 23, 2024. The buyer will acquire all of the issued and outstanding common shares of Osino for cash consideration of CAD 1.90 for each Common Share. The offeror will provide Osino with a loan comprising of (i) $10 million (CAD 13.4821 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 Osino and (ii) an advance in an amount equal to the termination fee payable by Osino in the event of a termination of the Dundee Precious Metals Inc. Arrangement Agreement as a result of the New Offer. In case of termination of the transaction under certain circumstances, Osino would be required to pay a termination fee of $9.55 million (CAD 12.875406 million). A reverse termination of $9.55 million (CAD 12.875406 million) will be payable by the offeror to Osino in certain specified circumstances. The Board of Directors of Osino 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 Osino and Dundee Precious Metals Inc. dated December 17, 2023.
The transaction is subject to certain buyer-specific regulatory closing conditions. After consultation with its financial and legal advisors, and on the unanimous recommendation of the special committee of independent directors (the “Special Committee”), the Osino Board unanimously determined that the Transaction is fair to Osino shareholders and is in the best interests of Osino and approved the Yintai Arrangement Agreement. Accordingly, the Osino Board and the Special Committee recommend that Osino shareholders vote in favout of the transaction. As of February 25, 2024, the board of Shandong Gold Mining Co., Ltd has unanimously approved the transaction. On March 26, 2024, Osino has received a favourable interim order in respect of the arrangement by the Supreme Court of British Columbia. The merger approval application under the Namibian Competition Act has been filed with the Namibian Competition Commission. Yintai has submitted fillings with the National Development and Reform Commission of the People’s Republic of China and Ministry of Commerce of the People’s Republic of China in connection with the required Chinese regulatory approvals with respect to the arrangement. The special meeting of Osino shareholders will be held on April 29, 2024. The transaction is expected to close in H1 2024, subject to timing of the approvals under the Namibia Competition Act. As of April 29, 2024, Yintai has obtained the approval of the Ministry of Commerce of the People’s Republic of China and majority of Securityholders of Osino Resources Corp. voted in favour of the of the Arrangement. As of May 28, 2024, Yintai has obtained the approval of the State Administration of Foreign Exchange of the People's Republic of China. As of July 25, 2024, competition law clearance from the Namibian Competition Commission ("NCC") remains the only outstanding approval to conclude the Arrangement, which clearance is expected to be received in due course. The NCC's final decision with respect to the Arrangement is thus anticipated to be received before the end of the statutory review period in early September 2024, or earlier, depending on the final date for the NCC Board meeting. The Outside Date was previously extended by mutual agreement of the parties from June 30, 2024 to July 30, 2024 and has been extended again by mutual agreement of the parties to August 29, 2024. As of August 16, 2024, the acquisition has received approval from the Namibian Competition Commission (NCC). All approval procedures for this acquisition have now been completed, and both parties have set August 29, 2024, as the completion date for the "Closing Agreement".
Canaccord Genuity Group Inc. (TSX:CF) acted as financial advisor, DeHeng Law Offices and McCarthy Tétrault LLP acted as legal advisor to Yintai Gold Co., Ltd, Bank of Montreal (TSX:BMO), Treadstone Resource Partners Pty Ltd, VIII Capital Corp., BMO Capital Markets acted as financial advisor and King & Wood Mallesons LLP and Stikeman Elliott LLP acted as legal advisor, Bank of Montreal (TSX:BMO) and VIII Capital Corp. acted as fairness opinion provider to Osino. BMO Nesbitt Burns Inc. acted as fairness opinion provider to the board of Osino and the Osino Special Committee. Computershare Investor Services Inc. acted as the depositary and transfer agent to Osino. Laurel Hill Advisory Group LLC acted as information agent to Osino for a fee of up to CAD 90,000, plus a per-call fee.
Hainan Shengwei Trading Co., Ltd. completed the acquisition of Osino Resources Corp. (TSXV:OSI) from Dundee Precious Metals Inc. (TSX:DPM) and others on August 29, 2024.