NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
July 29, 2020, Toronto, Ontario – African Gold Group, Inc. (TSX-V: AGG) (“AGG” or the “Company”) is pleased to announce that it has closed, on an oversubscribed basis, the first tranche of the previously announced C$5,000,000 non-brokered private placement financing of common shares (the “Offering”) for gross proceeds of C$5,590,000 (the “First Tranche”), see the press release from July 22, 2020.
Pursuant to the First Tranche, the Company issued 22,360,000 units of the Company (each a “Unit” and collectively, the “Units”) at a price of C$0.25 per Unit for gross proceeds of C$5,590,000. Each Unit consists of one common share of the Company and one half of a common share purchase warrant (each whole common share purchase warrant, a “Warrant”). Each Warrant will entitle the holder to acquire one additional Common Share of the Company at an exercise price of C$0.40 until July 29, 2022.
In connection with the closing of the First Tranche, the Company has paid aggregate finder’s fees of $146,375.00 in cash and 585,500 finder’s warrants (“Finder’s Warrants”) to certain finders. Each Finder Warrant will entitle the holder thereof to purchase one Common Share at a price of $0.40 until July 29, 2022. All securities issued under the First Tranche are subject to a statutory hold period ending on November 30, 2020.
The Company is also pleased to announce that due to investor demand, it has upsized the Offering to a maximum of 40,000,000 Units for gross proceeds of up to C$10,000,000. The Company intends to complete the second tranche of the Offering on or before August 7, 2020. The First Tranche and any future tranches of the Offering is subject to the receipt of all necessary approvals, including the approval of the TSX Venture Exchange.
Certain directors of the Company purchased or acquired direction and control over a total of 500,000 Units under the Offering. The placement to those persons constitutes a “related party transaction” within the meaning of TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61-101 -Protection of Minority Security Holders in Special Transactions (“MI 61-101”) adopted in the Policy. The Company has relied on exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 in respect of related party participation in the placement as neither the fair market value (as determined under MI 61-101) of the subject matter of, nor the fair market value of the consideration for, the transaction, insofar as it involved the related parties, exceeded 25% of the Company’s market capitalization (as determined under MI 61-101). Further details will be included in a material change report to be filed by the Company.
The securities offered under the Offering have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful.
About African Gold Group
African Gold Group is a Canadian listed exploration and development company on the TSXV (TSX V: AGG) with its focus on developing a gold platform in West Africa. Its principal asset is the Kobada Project in southern Mali. For more information regarding African Gold Group visit our website at www.africangoldgroup.com.
For more information:
President and Chief Executive Officer
+(27) 76 411 3803
Non-Executive Chairman of the Board
VP Corporate Development
This press release contains “forward‑looking information” within the meaning of applicable Canadian securities legislation. Forward‑looking information includes, but is not limited to, statements regarding, the intended use of proceeds, the closing of the First Tranche and other matters relating to the Offering. 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 statements that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved”. Forward‑looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of AGG to be materially different from those expressed or implied by such forward‑looking information, including but not limited to: receipt of necessary approvals; general business, economic, competitive, political and social uncertainties; future prices of mineral prices; accidents, labour disputes and shortages and other risks of the mining industry. Although AGG 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. AGG does not undertake to update any forward-looking information, except in accordance with applicable securities laws.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
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