Dundee Precious Metals Inc. (TSX:DPM) entered into a definitive agreement to acquire Osino Resources Corp. (TSXV:OSI) for approximately CAD 250 million on December 18, 2023. DPM will acquire all of the issued and outstanding common shares of Osino for a consideration consisting of CAD 0.775 in cash per Osino Share and 0.0801 of a DPM common share per Osino Share (the ?Consideration?). The Consideration implies a value of CAD 1.553 per Osino Share and a total equity value of CAD 287 million on a fully-diluted inthe-money basis. Upon completion of the Transaction, DPM will issue 13,766,364 shares to Osino shareholders and existing Osino shareholders will own approximately 7% of the combined company. In connection with the transaction, DPM has agreed to purchase an aggregate of CAD 10 million in common shares of Osino, in two equal tranches, at a price of CAD 1.13 per share pursuant to a concurrent private placement (the ?Concurrent Private Placement?) to provide Osino with funding for project activities. Upon closing of the Transaction, the Osino Shares are expected to be concurrently delisted. A termination fee payable in an amount of CAD 10 million is payable to DPM by Osino in certain circumstances if the transaction is not completed.

The transaction will be subject to the approval of Osino security holders, court approved plan of arrangement under the Business Corporations Act, regulatory approvals (including approvals of the Toronto Stock Exchange and TSXV and applicable approvals under the Namibia Competition Act) and the satisfaction of certain other closing conditions customary for a transaction of this nature. The agreement has been unanimously approved by the Board of Directors of both companies. The transaction is expected to close in H1 of 2024.

CIBC Capital Markets is acting as exclusive financial advisor to DPM and its Board of Directors. Cassels Brock & Blackwell LLP is acting as DPM?s legal advisor. BMO Capital Markets and Treadstone Resource Partners are acting as financial advisors to Osino and its Board of Directors and Eight Capital is acting as financial advisor to its Special Committee. Stikeman Elliott LLP is acting as Osino?s legal advisor. BMO Capital Markets and Eight Capital acted as fairness opinions provider to Osino Board and the Special Committee.