Osino Shareholders Approve Arrangement With Yintai

Osino Shareholders Approve Arrangement With Yintai

Osino Resources Corp. ( TSX:OSI.V ) ( NSX:OSN ) ( FSE:RSR1 ) (" Osino " or the " Company ") today announced that, at the Company's special meeting (the " Meeting ") of securityholders (the " Securityholders ") held earlier today, an overwhelming majority of Securityholders voted in favour of the resolution (the " Arrangement Resolution ") authorizing the previously announced statutory arrangement under Business Corporations Act (British Columbia), pursuant to which Yintai Gold Co., Ltd (" Yintai ") will acquire all of the outstanding common shares of Osino (the " Osino Shares ") for cash consideration of C$1.90 for each Osino Share (the " Arrangement "), all as more particularly described in Osino's management proxy circular dated March 25, 2024 (the " Circular ").

Details on the voting results are below:

Shareholder vote:

Total Common Shares Eligible to be Voted 177,509,825
Common Shares Voted Total (%) 78,321,793 (44.12%)
Total Shares Voted FOR Arrangement Resolution 78,255,082
Percent of Shares Voted FOR Arrangement Resolution 99.91%

Securityholder vote:

Total Securities Eligible to be Voted 193,740,175
Securities Voted Total (%) 92,828,141 (47.91%)
Total Securities Voted FOR Arrangement Resolution 92,761,430
Percent of Securities Voted FOR Arrangement Resolution 99.93%

Shareholder vote, excluding votes attached to shares required to be excluded pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions :

Total Common Shares Eligible to be Voted 177,509,825
Common Shares Voted Total (%) 71,801,592 (41.99%)
Total Shares Voted FOR Arrangement Resolution 71,734,881
Percent of Shares Voted FOR Arrangement Resolution 99.91%

"The vote of Osino Securityholders in favor of the Arrangement is an important step," said Heye Daun, President and CEO of Osino. "We are now working to obtain approvals from regulatory authorities, namely the Namibian Competition Commission, the National Development and Reform Commission of the People's Republic of China and the State Administration of Foreign Exchange of the People's Republic of China. Once all regulatory and court approvals are obtained, we will be able to complete the Arrangement."

Yintai has obtained the approval of the Ministry of Commerce of the People's Republic of China.

The Company has a final order hearing scheduled for May 2, 2024 before the Supreme Court of British Columbia. The Arrangement remains on track to close on or about the end of H1 2024, subject to approval by the Supreme Court of British Columbia and satisfaction of certain other closing conditions.

For a more detailed description of the Arrangement, readers should review the Circular.

About Osino Resources Corp.

Osino is a Canadian gold exploration and development company focused on the fast-tracked development of our wholly owned, Twin Hills Gold Project in central Namibia. Since its grassroots discovery by Osino in August 2019, Osino has completed more than 250,000m of drilling and has completed a suite of specialist technical studies culminating in the recently published Twin Hills Definitive Feasibility Study ("DFS") 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 162,000oz per annum.

Osino has a commanding ground position of over 8,000km 2 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 towards discovery, targeting gold mineralization that fits the broad orogenic gold model.

Our 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

David Underwood, BSc. (Hons) is Vice President Exploration of Osino 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 – Standards of Disclosure for Mineral Projects.

Further details are available on Osino's website at https://osinoresources.com and under Osino's profile on SEDAR+ at www.sedarplus.ca .

On behalf of the Board of Directors
Heye Daun, President and CEO

Contact Information
Osino Resources Corp.
Yaron Conforti
+1-604-687-2038
yconforti@osinoresources.com

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 release.

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 and information with respect to statements regarding the plans, intentions, beliefs and current expectations of Yintai and Osino with respect to the Arrangement; the timing of the approvals and completion of the Arrangement. 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 Osino 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 Osino's most recent annual management's discussion and analysis which is available on Osino's profile on SEDAR+ at www.sedarplus.com. Osino does not undertake to update any forward-looking information, except in accordance with applicable securities laws.


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