African Gold Ltd (ASX: A1G) (“African Gold” or the “Company”) is pleased to announce its plans to secure a strategic investment from Montage Gold Corp. (TSXV: MAU; OTCQX: MAUTF) (“Montage Gold”) and new investors with a total value of up to A$9,174,768.

Highlights

• Montage Gold and insiders to acquire a 19.9% stake in African Gold via:
  
  • a share swap of 2,026,388 Montage shares, valued at approximately A$6,466,445, for 92,377,787 African Gold shares at a deemed issue price of A$0.07 per share; and
  • a placement to Montage insiders of 12,371,429 African Gold shares at $0.07 per share raising A$866,000 (before costs).
• In addition to the share swap and placement with Montage, African Gold will conduct a non-brokered private placement, welcoming new investors independent of Montage. These investors will acquire up to a 5.0% stake in African Gold priced at A$0.07 per share, representing a total investment of A$1,842,323 (before costs).
• The strategic partnership with Montage Gold will accelerate exploration at African Gold’s highly prospective Didievi gold project and broader tenement portfolio in Côte d’Ivoire.
• Leadership team strengthened: Montage Gold’s EVP of Exploration, Silvia Bottero, joins the Board as Non-Executive Director, and CEO Martino De Ciccio to serve as a strategic advisor.
• Montage Gold, recognised for its success in Côte d’Ivoire with the 4Moz+ Koné gold project, has a proven track record of value creation. This investment builds on their successful Sanu Gold (CNSX: SANU) partnership, which has delivered significant shareholder returns.

Key Terms:

• Share Swap Agreement: African Gold will issue 92,377,787 shares at a deemed issue price of A$0.07 per share to Montage Gold in exchange for an equivalent value of Montage shares (2,026,388 shares) at a deemed issue price of C$2.87 per share¹.
• Placement to Montage insiders: 12,371,429 shares will also be issued to Montage related parties raising A$866,000 (before costs).
• Following completion, Montage and insiders will hold 19.9%² of African Gold, with an expected cash-equivalent valuation of $7,332,445.
• Private Placement: African Gold will conduct a non-brokered private placement for approximately 5.0%² of its shares to new investors by the issue of 26,318,899 shares at A$0.07 per share, raising approximately A$1,842,323 (before costs).
• Board & Advisory Roles: Montage Gold’s EVP of Exploration, Silvia Bottero, will join the African Gold Board, while Montage CEO, Martino De Ciccio, will serve as a strategic advisor.
• Assignment of pre-emptive rights: African Gold will assign to Montage its pre- emptive rights with respect to certain minority interests in the Didivei project, including that of a right to acquire the 20% project level shareholding owned by minority shareholders.
• Exploration Funding & Oversight: Montage will oversee exploration at the Didievi project, with costs covered by African Gold. A joint technical committee— comprising three African Gold representatives and two from Montage—will determine exploration strategy and expenditures.
• Right of First Refusal (“ROFR”): On certain asset-level transactions for the Didievi Project.
• Silvia Bottero and Martino De Ciccio will be granted 5 million options each with an exercise price of $0.10 per share and expiry date three years from date of issue (subject to shareholder approval), recognising their active involvement and contributions to A1G.

This agreement follows the highly successful deal between Montage Gold and Sanu Gold, which enabled Sanu to aggressively advance drilling on its Guinea-focused projects and generate significant shareholder value. The Sanu Gold deal was conducted at C$0.072 per share, with Sanu’s share price rising as high as C$0.32 per share and currently trading at C$0.30 per share.

Africa Gold’s Chief Executive Officer, Adam Oehlman, said“We are excited to partner with Montage Gold given their extensive exploration track record and strong presence in Côte d’Ivoire. This collaboration offers an exciting opportunity to unlock exploration value at notably our flagship Didievi project. Furthermore, Montage’s robust technical due diligence process strengthens our belief that the Didievi project is highly prospective. We are very pleased with the ongoing 10,000-metre drill programme at our Didievi project and look forward to further drilling the property this year given our strengthened financial position.

“As part of this partnership, we are pleased to welcome Silvia Bottero to the African Gold board. With over 20 years of experience in mining, Silvia has a proven track record in driving greenfield discoveries and advancing brownfield projects, particularly in Africa and over the last decade she has been credited with the discovery of over 15Moz of M&I gold resources in Côte d’Ivoire.

“We are also excited to welcome Martino De Ciccio as a strategic advisor to African Gold given his extensive expertise and value creation track record. Moreover, Martino has a profound understanding of the African mining landscape, being recently recognized as one of the 20 most influential people in the African mining sector by Africa Business. Over the last year, under Martino’s leadership, Montage’s market capitalization grew from C$140 million to over C$1 billion given their success in obtaining environmental and mining permits, staffing a high-quality team, obtaining high profile strategic investors, securing over US$950 million in financing, delivering strong exploration results, and launching construction of their project.

“We look forward to working closely with Montage Gold, to maximise the potential of our assets in Côte d'Ivoire.”

Martino De Ciccio, CEO of Montage, commented:“We are very pleased to form a strategic partnership with African Gold and work alongside them to rapidly unlock exploration value across their highly attractive portfolio in Côte d’Ivoire, including the high-grade Didievi project, by leveraging our presence and expertise in the country. Our strategic investment in African Gold follows a thorough review of potential partnerships in Côte d’Ivoire, based on a value-driven approach that considers risk-adjusted geological potential and is supported by technical due diligence.”

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