Damara and Helio Agree to Merge Namibian Interests into Osino Resources Corp

February 18, 2016                                                                                    TSX-V: DMR

DAMARA GOLD CORP. (TSX-V:DMR) (“Damara” of the “Company”), announces that it has reached an agreement with Helio Resource Corp. (TSX-V:HRC) (“Helio”), whereby the earn-in agreement between Damara and Helio will be terminated and Damara and Helio will transfer their respective interests in two Namibian exploration licenses, namely EPL 3738 (Wilhelmstal) and EPL 3739 (Otjimbojo) (together the “Property”) into Osino Resources Corp. (“Osino”), a privately held British Columbia corporation, in return for shares in Osino.

Background

On March 25, 2014, in a joint News Release Damara (formerly Solomon Resources Ltd) announced an agreement with Helio whereby Damara had the option to earn up to a 60% interest in the Property. To date, Damara has spent $300,000 on the Project and issued 500,000 common shares to Helio as part of the earn-in.

Under the terms of the arms-length agreement between Osino, Damara and Helio, Helio will transfer the shares of its wholly owned subsidiary holding the Property to Osino and Damara will forgo its right under the earn-in agreement with Helio for an interest in Osino in exchange for its expenditures to date. Osino currently owns four Namibian exploration licenses, all of which will remain in Osino.

Post consolidation, Damara will own 22% of the shares of Osino, Helio will own 60.5% of the shares of Osino and Osino will retain 17.5% of the shares. Each party will appoint 2 Directors to the Board of Osino.

Closing of the transaction is subject to a number of conditions including Osino concluding a financing on terms acceptable to Helio and Damara; applicable regulatory approvals and completion by Osino of its due diligence investigations regarding each of Helio, Damara and Helio’s Namibian licenses.

Larry Nagy, CEO of Damara commented “considering the current difficult market conditions we consider this transaction to represent the best opportunity to advance our Namibian Projects.  The initial plan is for Osino to remain a private company with all focus on spending the bulk of funds raised in the ground, and only returning to the public markets when conditions are supportive”.

About Damara
Damara Gold Corp. is a TSX Venture listed Canadian public company with a Board of Directors seasoned in the mineral exploration industry with extensive and successful international experience with a focus on identifying and acquiring prospective and under-explored gold properties worldwide. Damara is currently focused on identifying and defining Cu-Au-W potential at the DGP project in Namibia.

ON BEHALF OF THE BOARD OF DIRECTORS OF DAMARA
“Larry Nagy”
Larry Nagy, Chief Executive Officer

For additional information visit Damara’s website at www.damaragoldcorp.com or contact:
Damara Gold Corp.
Larry Nagy
Chief Executive Officer or
Terese Gieselman
Chief Financial Officer
Ph: (250-768-1168)
NR: 16-03

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.

 

Statements Regarding Forward-Looking Information
Certain statements contained in this news release may contain forward-looking information within the meaning of Canadian securities laws. Such forward-looking information is identified by words such as “estimates”, “intends”, “expects”, “believes”, “may”, “will” and include, without limitation, statements regarding the company’s plan of business operations (including plans for progressing assets), estimates regarding mineral resources, projections regarding mineralization and projected expenditures. There can be no assurance that such statements will prove to be accurate; actual results and future events could