Avanti GOLD Announces Bought Deal Private Placement, Board Restructuring and Annual General Meeting
Press
Release
Press
Release
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NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
AVANTI GOLD ANNOUNCES BOUGHT DEAL PRIVATE PLACEMENT, BOARD
RESTRUCTURING AND ANNUAL GENERAL MEETING
HIGHLIGHTS
➢ C$35 million bought deal private placement of units at C$0.50 per unit, on a fully underwritten basis.
➢ Each unit comprises one common share and one-half of one common share purchase warrant, each whole warrant
exercisable at C$0.65 for a term of 36 months from the date of issuance.
➢ Net proceeds are intended to fund the Company’s announced 42,000-metre 2026 drill program across the full Misisi
permit area, advancement of a maiden Preliminary Economic Assessment on the Misisi Project, and general and
administrative expenses and working capital.
➢ Board slate: Matthieu Bos (proposed Chair), George Bennett and Eric Zurrin will be nominated for election as
independent non-executive directors, standing alongside Terry Holohan and Martin Pawlitschek, who have agreed to
stand for re-election. The Company’s other directors will not stand for re-election at the meeting.
➢ Sir Samuel Jonah, Chairman of Avanti, has provided notice that he will not stand for re-election as director of the
Company at the annual general meeting of shareholders. Sir Samuel has made this decision in light of increased personal
commitments and a focus on other business opportunities, which would prevent him from dedicating the time and
attention needed for this role. However, Sir Samuel will continue as a consultant to support the continued growth of
the Company.
➢ Mohamed Cisse continues as Chief Executive Officer and the management team is unchanged.
➢ The annual general meeting is expected to be held in October 2026.
Vancouver, British Columbia — August 30, 2026 — Avanti Gold Corp. (CSE: AGC) (FSE: X370) (OTCQB: AVTGF) (“Avanti” or
the “Company”) today announces a bought deal private placement of units (the “Offering”), the proposed nomination of three
new directors for election at the Company’s annual general meeting, and the date of that meeting. Proceeds of the Offering
are intended to fully fund the Company’s announced 42,000-metre 2026 drill program across the Misisi Gold Project in the
Democratic Republic of the Congo (“DRC”), together with work toward a maiden NI 43-101 compliant Preliminary Economic
Assessment (the “PEA”).
THE OFFERING
The Company has entered into an agreement with SCP Resource Finance LP, as sole bookrunner and underwriter on behalf of
a syndicate of underwriters (the “Underwriters”), pursuant to which the Underwriters have agreed to purchase, on a bought
deal private placement basis, 70,000,000 units of the Company (the “Units”) at a price of C$0.50 per Unit (the “Issue Price”)
for aggregate gross proceeds of C$35 million.
Each Unit will consist of one common share of the Company (a “Common Share”) and one-half of one common share purchase
warrant (each whole warrant, a “Warrant”). Each Warrant will entitle the holder to purchase one Common Share at an exercise
price of C$0.65 for a period of 36 months from the date of issuance thereof.
The Company has granted the Underwriter an option (the “Option”) to increase the size of the Offering by up to 15%,
exercisable in whole or in part at any time up to 48 hours prior to closing. Closing is expected to occur on or about September
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22, 2026, or such other date as the Company and the Underwriter may agree and remains subject to customary conditions,
including the receipt of all necessary regulatory approvals. In the event the Option is fully exercised, the maximum gross
proceeds raised under the Offering will be C$40.25 million.
As consideration for their services, the Underwriters will receive a cash commission of 6.0% of the gross proceeds of the
Offering. The Underwriters may, at their sole and absolute discretion, subject to compliance with applicable securities laws,
elect to receive a portion or all of their cash commission in Units. In addition, the Underwriters will receive broker warrants in
an amount equal to 6.0% of Units sold, with each broker warrant exercisable to purchase one Common Share at the Issue Price
for a period of 3 years from the closing date of the Offering.
The Units will be offered: (a) by way of private placement in one or more of the provinces of Canada (except for the Province
of Quebec) pursuant to applicable exemptions from the prospectus requirements under applicable Canadian securities laws;
(b) in the United States or to, or for the account or benefit of, U.S. persons, by way of private placement pursuant to the
exemptions from the registration requirements provided for under the United States Securities Act of 1933, as amended (the
"U.S. Securities Act"); and (c) in jurisdictions outside of Canada and the United States that are reasonably satisfactory to the
Company on a private placement or equivalent basis, in each case in accordance with all applicable laws, provided that no
prospectus, registration statement or other similar document is required to be filed in such jurisdiction. The Offering is subject
to the policies of the Canadian Securities Exchange (the “Exchange“). The securities to be issued pursuant to the Offering to
purchasers resident in Canada will be subject to a four-month hold period in Canada pursuant to applicable Canadian securities
laws and the policies of the Exchange. The Units will be offered to purchasers outside of Canada pursuant to an exemption
from the prospectus requirements in Canada available under ASC Rule 72-501 and, accordingly, the securities to be issued
pursuant to the Offering to purchasers outside of Canada are not expected to be subject to a four-month hold period in Canada.
Certain insiders of the Company may participate in the Offering. Any such participation would constitute a “related party
transaction” within the meaning of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special
Transactions (“MI 61-101”). The Company intends to rely on the 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) thereof, as neither the fair market
value of the securities purchased by the insiders nor the consideration paid is expected to exceed 25% of the Company's market
capitalization.
This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the
securities in any jurisdiction in which such offer, solicitation or sale would be unlawful, including any of the securities in the
United States of America. The securities have not been and will not be registered under the U.S. Securities Act or any state
securities laws and may not be offered or sold within the United States or to, or for account or benefit of, U.S. Persons (as
defined in Regulation S under the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable state
securities laws, or an exemption from such registration requirements is available.
USE OF PROCEEDS
Net proceeds of the Offering will be applied to:
➢ the Company’s announced 42,000-metre 2026 drill program across the Misisi Project, covering the Akyanga Deposit and
regional targets across the Company’s permit area;
➢ advancement of the PEA on the Misisi Project;
➢ general and administrative expenses; and
➢ working capital.
ACCELERATED EXPLORATION STRATEGY
The Company has adopted a phased exploration strategy designed to maximize drilling productivity while rapidly advancing
resource growth:
➢ Expand the existing resource footprint;
➢ Upgrade confidence in the current resource;
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➢ Test extensions of known mineralization; and
➢ Generate geological data to support future resource growth.
DIRECTOR NOMINATIONS
As the Company moves from discovery into resource definition and study work, the Board is broadening its mix of development,
operating and capital markets experience. Three new independent non-executive directors will be nominated for election at
the annual general meeting.
Terry Holohan and Martin Pawlitschek have agreed to stand for re-election, providing continuity. The Company’s other
directors will not stand for re-election at the meeting and will serve until their term concludes. Full details of the resolutions
and of each nominee will be set out in the management information circular.
The nominees for election as new non-executive directors are:
Matthieu Bos (proposed Chair) — Mr. Bos spent eight years at Ivanhoe Mines as Executive Vice President, Africa, with
responsibility spanning the Kamoa-Kakula copper project in the DRC and was involved in securing approximately US$3 billion
of project and strategic financing, including from Zijin Mining and CITIC Metal. Prior to Ivanhoe Mines he worked at BMO Capital
Markets. He is currently Chief Executive Officer of Falcon Energy Materials and independent director of Hercules Metals and
SRQ Resources.
George Bennett — Mr. Bennett was CEO of Shanta Gold and listed the company in London in 2005. He subsequently founded
MDM Engineering in 2006 and listed the company in 2008. MDM Engineering was acquired by Amec Foster Wheeler in 2014.
He has extensive experience in the financing, construction and operation of gold projects in Africa. He also has considerable
experience in investment banking having been a senior partner in Simpson McKie which was acquired by HSBC in 1998. He is
currently Chief Executive Officer of Rainbow Rare Earths.
Eric Zurrin — Mr. Zurrin has more than 20 years of investment banking, capital markets and mining experience, including eight
years with BMO Capital Markets and UBS Investment Bank. He has served as Chief Executive Officer of Shanta Gold since 2017
and has 14 years of operating experience in East Africa. He brings extensive capital markets and operating experience across
African gold production and is a graduate of Harvard Business School.
ANNUAL GENERAL MEETING
The Company’s annual general meeting of shareholders is expected to be held on or about October 23, 2026, with a record
date of September 23, 2026. A management information circular and form of proxy will be mailed to shareholders following
closing of the Offering, in accordance with applicable notice requirements. Shareholders are encouraged to review the circular
in full before voting.
1 QUALIFIED PERSONS STATEMENT
Ephraim Masibhera, B.Sc. Geol (UZ), MSc Cd, MGSSA, Pr.Sci.Nat, Technical Director, at Kweneng Group, an independent Qualified
Person as defined by NI 43-101, has reviewed and approved the scientific and technical information contained in this news
release. The drill holes referenced in this news release, MSDD0147 and MSDD0150, form part of the Company’s ongoing 2026
Phase 1 drilling program at the Akyanga Deposit. The Qualified Person reviewed the available drill collar, down-hole survey,
geological logging, sampling, chain-of-custody and QA/QC information and considers the data adequate for the purposes of this
disclosure.
1 As disclosed in the Misisi Project August 1st 2023 Technical Report available on Avanti’s website and on SEDAR+
ABOUT AVANTI GOLD CORP
Avanti Gold Corp. is a gold exploration company focused on advancing its flagship Misisi Project in the Democratic Republic of
the Congo (DRC), home to the high-grade Akyanga gold deposit. The Akyanga deposit has an Inferred Mineral Resource of 40.8
million tonnes (Mt) at an average gold grade of 2.37 grams per tonne (g/t), totaling 3.11 million ounces (Moz) of gold. The Misisi
Project spans three contiguous 30-year mining leases covering 133 square kilometers (km²) along the 55-kilometer-long Kibara
Gold Belt, a prominent metallogenic province known for hosting significant gold deposits. A 42,000-metre drill program, the
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largest in the project’s history, is now underway with the objective of growing gold resources in advance of a PEA which is
expected to be published in 2027.
CONTACT INFORMATION
For Inquiries:
Mohamed Cisse
Chief Executive Officer
FORWARD-LOOKING STATEMENTS
Neither the Canadian Securities Exchange (CSE) nor its Regulation Services Provider (as that term is defined in the policies of the CSE) accepts
responsibility for the adequacy or accuracy of this release.
This press release includes "forward-looking statements", including but not limited to, forecasts, estimates, expectations and objectives for
future operations, statements with respect to the Offering (including the terms and expected closing of the Offering), the Company’s intended
use of proceeds from the Offering and the sufficiency of the proceeds to fully fund the Company’s work program, the Company’s ability to obtain
all necessary corporate and regulatory approval for the Offering, the Company’s ability to rely on exemptions from MI61-101 and the expected
completion of the PEA, all of which are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of
Avanti. Investors are cautioned that any such statements are not guarantees of future performance and that actual results or developments
may differ materially from those projected in the forward-looking statements. Such forward-looking information represents management's best
judgment based on information currently available that, while considered reasonable by the Company, are inherently subject to significant
business, economic, competitive, political and social risks, contingencies and uncertainties. These risk and uncertainties include, but are not
limited to, the risk factors set out in the Company's annual and/or quarterly management discussion and analysis, its annual information form
and in other of its public disclosure documents filed on SEDAR+ at www.sedarplus.ca. No forward-looking statement can be guaranteed, and
actual future results may vary materially.
The Company's forward-looking statements and information are based on the assumptions, beliefs, expectations and opinions of management
as of the date of this news release, and other than as required by applicable securities laws, the Company does not assume any obligation to
update forward-looking statements and information if circumstances or management's assumptions, beliefs, expectations or opinions should
change, or changes in any other events affecting such statements or information.