Mr. Heye Daun reports

YINTAI TO ACQUIRE OSINO IN AN ALL-CASH TRANSACTION FOR C$368 MILLION

Yintai Gold Co. Ltd. has entered into a binding arrangement agreement, pursuant to which Yintai will acquire all of the outstanding common shares of Osino by way of a plan of arrangement for cash consideration of $1.90 for each Osino common share, valuing Osino at approximately $368-million. At closing of the Yintai arrangement, Osino's portfolio will consist only of gold-related assets located in Namibia, primarily the Twin Hills gold project in central Namibia, as well as exploration projects Ondundu and Eureka.

Prior to entering into the Yintai arrangement agreement, Osino terminated its arrangement agreement with Dundee Precious Metals Inc., dated Dec. 17, 2023, in accordance with its terms.

Transaction highlights:

• Significant premium of approximately 32 per cent to the implied value of the consideration pursuant to the DPM arrangement agreement (1);
• All-cash offer, providing value certainty and immediate liquidity to Osino shareholders;
• Highly credible and capable counterparty in Yintai:
  • $5.6-billion (U.S.) market capitalization as a publicly traded company on the Shenzhen Stock Exchange;
  • Record of successful mergers and acquisitions, including the $600-million (U.S.) acquisition of Canadian-listed Eldorado Gold Corp.'s White Mountain (Jilin Banmiaozi) and Tanjianshan (Qinghai Dachaidan) mines and Eastern Dragon (Heihe Yintai) development project in 2016;
  • Significant support from its major shareholder, Shandong Gold -- with its own strong record of international M&A;
• Immediate cash infusion for Osino of $10-million (U.S.) for operations and working capital needs and the reimbursement in full of the termination fee paid to DPM;
• Chinese outbound investment approvals to be obtained in parallel with Namibian competition approval;
• Leverages Yintai's strong balance sheet and access to capital to fast-track development of Twin Hills.

As referenced in its press release on Feb. 19, 2024, Osino received a binding proposal from Yintai to acquire all of the issued and outstanding Osino common shares and notified DPM that this offer constituted a superior proposal in accordance with the terms of the DPM arrangement agreement. DPM notified Osino that it will not propose to amend the terms of the DPM arrangement agreement in light of the Yintai proposal, and, as a result, Osino terminated the DPM arrangement agreement in accordance with its terms and entered into the Yintai arrangement agreement.

Based on the closing price of the DPM common shares on the Toronto Stock Exchange as of Feb. 16, 2024, the superior proposal represents a premium of approximately 32 per cent to the implied value of the consideration offered pursuant to the DPM arrangement agreement and an approximately 68-per-cent premium to the unaffected share price of the last trading day prior to announcement of the DPM arrangement agreement.

Yintai has also provided Osino with a loan comprising approximately: (i) a $10-million (U.S.) facility provided concurrently with the execution of the arrangement agreement to enable the continued, fast-tracked development of the Twin Hills gold project and to finance other liquidity needs of Osino; and (ii) an amount equal to the termination fee paid by Osino following the termination of the DPM arrangement agreement.

Heye Daun, president and chief executive officer of Osino, stated: "Whilst we were appreciative of the previous offer from DPM, the all-cash offer from Yintai represents a significant premium to the DPM offer price; thus, is clearly a superior proposal, and is an excellent outcome for Osino's shareholders. Yintai is experienced, well financed and has a highly credible record of gold mining in China, with the technical skills and financial resources to progress the project through construction and into production. We look forward to working with Yintai to continue to fast-track the development of the project and close this transaction."

Xingong Ou, president of Yintai, stated: "Twin Hills represents a unique opportunity to add a high-quality gold development asset to our portfolio in a stable and mining-friendly jurisdiction. The project provides the foundation for our future production profile with production targeted for 2026, as well as significant exploration upside. We are excited to leverage the excellent work done by the Osino team in discovering and progressing Twin Hills to this point, and we look forward to working with the existing Osino team to grow their Namibian activities and to implement the construction of the project. We are impressed with the responsible mining approach which the Osino team has built, and we intend to continue and to grow that approach."

Osino board of directors and special committee recommendations

After consultation with its financial and legal advisers and on the unanimous recommendation of the special committee of independent directors, 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 favour of the transaction.

The Osino board and the special committee received fairness opinions from each of BMO Capital Markets and Eight Capital, which state that as of the date of such opinion and based upon and subject to the assumptions, limitations and qualifications set forth therein, the consideration to be received by Osino shareholders, pursuant to the transaction, is fair from a financial point of view to the Osino shareholders. Eight Capital was retained on a fixed-fee basis.

Transaction conditions and timing

The proposed transaction will be completed pursuant to a court-approved plan of arrangement under the Business Corporations Act (British Columbia). The transaction will be subject to the approval of Osino securityholders, being: (i) 66-2/3rds per cent of the votes cast by shareholders; (ii) 66-2/3rds per cent of the votes cast by holders of incentive securities and warrants voting as a single class with shareholders; and (iii) a simple majority of shareholders excluding votes held by related parties under Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions) at a special meeting of Osino securityholders.

The Yintai arrangement agreement provides for, among other things, customary board support and non-solicitation covenants, with a fiduciary out that would allow Osino to accept a superior proposal, subject to a right-to-match period in favour of Yintai. The Yintai arrangement agreement also provides for a termination fee of $9.55-million (U.S.), payable by Osino to Yintai in certain specified circumstances along with the repayment or conversion of the loan. The Yintai arrangement agreement also includes a reverse termination fee in the amount of $9.55-million (U.S.), payable by Yintai to Osino in certain other specified circumstances.

Pursuant to the Yintai arrangement agreement, all outstanding Osino stock options, restricted share units, deferred share units and warrants which remain outstanding at the effective time of the transaction will be deemed to be exercised or settled for their in-the-money value net of withholding taxes, as applicable, under the arrangement for Osino Shares, which will be exchanged for the consideration.

Directors and officers of Osino have entered into voting support agreements pursuant to which they have agreed to vote their common shares in favour of the Yintai arrangement.

Subject to certain conditions, including the parties obtaining the requisite regulatory approvals, the transaction is expected to close in first half 2024, subject to timing of the approvals under the Namibia Competition Act. Upon closing of the transaction, the Osino shares are expected to be concurrently delisted.

Securityholder meeting

As a result of Osino's termination of the DPM arrangement agreement, the special meeting of Osino securityholders previously scheduled for March 1, 2024, at 8:30 a.m. Vancouver time, at which securityholders were to consider the transactions contemplated by the DPM arrangement agreement, will not proceed on that date and has been cancelled.

Osino expects to hold a new special meeting of securityholders as of a record date of March 15, 2024, on April 29, 2024, where securityholders will be asked to approve the transactions contemplated by the Yintai arrangement agreement.

Full details of the Yintai arrangement will be included in a management information circular of Osino that is expected to be mailed to Osino's shareholders by early April, 2024.

Shareholders who have questions regarding the Yintai arrangement should contact Osino's strategic shareholder adviser and proxy solicitation agent Laurel Hill Advisory Group at 1-416-637-4661 or by e-mail at info@laurelhill.com.

Advisers and counsel

BMO Capital Markets and Treadstone Resource Partners are acting as financial advisers to Osino and its board of directors, and Eight Capital is acting as financial adviser to the special committee of the board. Stikeman Elliott LLP and King & Wood Mallesons are acting as Osino's legal advisers.

Canaccord Genuity is acting as financial adviser to Yintai. DeHeng Law Offices and McCarthy Tetrault LLP are acting as Yintai's legal advisers.

About Osino Resources Corp.

Osino is a Canadian gold exploration and development company focused on the fast-tracked development of its wholly owned Twin Hills gold project in central Namibia. Since its grassroots discovery by Osino in August, 2019, Osino has completed more than 250,000 metres of drilling and has completed a suite of specialist technical studies culminating in the recently published Twin Hills definitive feasibility study, dated effective June 12, 2023. The DFS describes a technically simple and economically robust open-pit gold operation with a 13-year mine life and average annual gold production of over 162,000 ounces per annum.

Osino has a commanding ground position of over 8,000 square kilometres located within Namibia's prospective Damara sedimentary mineral belt, mostly in proximity to and along strike of the producing Navachab and Otjikoto gold mines. Osino is actively exploring a range of gold prospects and targets along the belt by utilizing a portfolio approach geared toward discovery, targeting gold mineralization that fits the broad orogenic gold model.

Its projects are favourably located in central and northern Namibia, and are within easy reach from Namibia's capital city, Windhoek. By virtue of its location, the Twin Hills project benefits 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.

Qualified person statement

David Underwood, BSc (honours), is vice-president, exploration, of Osino, 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 (PrSciNat No. 400323/11) and a qualified person for the purposes of National Instrument 43-101 (Standards of Disclosure for Mineral Projects).

Further details are available on Osino's website and under Osino's profile on SEDAR+.

About Yintai Gold Co. Ltd.

Yintai is a mining company publicly listed on the Shenzhen Stock Exchange with a market capitalization of $5.6-billion (U.S.) as of Feb. 23, 2024, as well as in excess of $570-million (U.S.) in cash and cash equivalents as of Dec. 31, 2023. Yintai conducts businesses in the mining and exploration of precious and non-ferrous metal.

Yintai owns five mining operations in China, including the Yulong lead, zinc and silver mine, the Heihe Yintai gold mine, the Jilin Banmiaozi gold mine, the Qinghai Dachaidan gold mine, and the Mangshi Huasheng gold mine. In 2023, Yintai produced 225,400 ounces of gold, 6.2 million ounces of silver, 9,500 tonnes of lead and 16,500 tonnes of zinc. The major approximately 29-per-cent shareholder of Yintai is Shandong Gold, the operator of multiple gold mines internationally, including the approximately seven-million-ounce Namdini gold project under construction in Ghana.

(1) Based on the closing price of the DPM common shares on the Toronto Stock Exchange as of Feb. 16, 2024, the last trading day prior to the announcement of the superior proposal.

We seek Safe Harbor.