Asante Closes Bought Deal Private Placement of Subscription Receipts
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Not for distribution to U.S. news wire services or dissemination in the United States.
ASANTE CLOSES BOUGHT DEAL PRIVATE
PLACEMENT OF SUBSCRIPTION RECEIPTS
Vancouver, British Columbia, July 7, 2025 – Asante Gold Corporation (CSE: ASE | GSE: ASG |
FRANKFURT:1A9 | U.S.OTC: ASGOF) ("Asante" or the "Company") is pleased to announce that it has
closed its previously announced bought deal private placement of an aggregate of 163,300,000 subscription
receipts of the Company (the "Subscription Receipts") at a price of C$1.45 per Subscription Receipt (the
"Offering Price") for aggregate gross proceeds to the Company of C$236,785,000, including the exercise
in full of the option granted to the Underwriters (as defined below ) (the "Offering"). Each Subscription
Receipt issued under the Offering entitles the holder thereof to receive, upon the satisfaction or waiver of
the Escrow Release Condition (as defined below) prior to the Termination Time (as defined below), without
any further action on the part of the holders thereof and without payment of any additional consideration
therefor, one common share of the Company (each, a "Subscription Receipt Share").
The Offering was completed pursuant to the terms of an underwriting agreement dated July 7, 2025 (the
"Underwriting Agreement ") among the Company and BMO Capital Markets (" BMO"), as co-lead
underwriter and sole bookrunner, Clarus Securities Inc., as co-lead underwriter, and Jett Capital Advisors
LLC, as co-manager (collectively, the "Underwriters"). As consideration for the services provided to the
Company by the Underwriters, the Underwriters were paid a cash commission equal to 5.5% of the gross
proceeds of the Offering (other than in respect of sales of Subscription Receipts to purchasers included on
a "president's list" of the Company, for which no cash fee was payable) (the " Underwriters'
Commission").
The gross proceeds of the Offering, less 50% of the Underwriters' Commission and the expenses of the
Underwriters payable at closing of the Offering, were placed into escrow with Computershare Trust
Company of Canada (the "Escrow Agent") in accordance with the terms and conditions of a subscription
receipt agreement dated July 7, 2025 among the Company, BMO and the Escrow Agent (the "Subscription
Receipt Agreement") and will be held in escrow until the earlier of (i) December 31, 2025, or such later
date as the Company and BMO, on behalf of the Underwriters, may mutually agree upon in writing, (ii) the
date the Company advises BMO (on behalf of the Underwriters) in writing or announces to the public that
it does not intend to satisfy the Escrow Release Condition (each of (i) and (ii) being a "Termination Event"
and 5:00 p.m. (Vancouver time) on the date on which such Termination Event occurs, being the
"Termination Time"), and (iii) the date all of the conditions to first draw down under the definitive
agreements (being a facility agreement in respect of a senior secured debt facility, a mezzanine facility
agreement in respect of a subordinated secured debt facility, and/or a gold purchase and sale agreement in
respect of a gold stream financing) comprising a Financing Package (as defined in the Underwriting
Agreement) for aggregate gross proceeds of at least US$275 million, other than release of the escrowed
proceeds together with all interest earned thereon (the "Escrowed Funds") and such other conditions that
by their nature may only be satisfied at the time of the first draw down under such definitive agreements,
are satisfied (without amendment or waiver in any manner that would be materially adverse to the terms
and conditions on which the Company is effecting such transactions) or waived by the respective
counterparty or counterparties in accordance with such definitive agreements (the " Escrow Release
Condition").
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In addition, the Company has also agreed to use commercially reasonable efforts to obtain a receipt (the
"Final Receipt") for a (final) short form prospectus filed pursuant to National Instrument 44- 101 – Short
Form Prospectus Distributions to qualify the distribution of the Subscription Receipt Shares in each of the
provinces and territories of Canada, excluding Québec , by no later than October 5, 2025. If the Escrow
Release Condition is satisfied prior to the Company obtaining a Final Receipt, the Subscription Receipt
Shares will be subject to a four-month statutory hold period under applicable Canadian securities laws
expiring on November 8, 2025.
If the Escrow Release Condition is satisfied prior to the Termination Time , all Escrowed Funds ( less the
remaining 50% of the Underwriters' Commission) will be released to the Company by the Escrow Agent in
accordance with the terms of the Subscription Receipt Agreement. If the Escrow Release Condition is not
satisfied prior to the Termination Time, the Subscription Receipts shall be cancelled and holders thereof
will be entitled to repayment of an amount equal to their aggregate Offering Price, plus their pro rata share
of all interest earned on the Escrowed Funds, with the Company being responsible for any shortfall.
The Company has cancelled the US$40 million third tranche of its previously announced US$100 million
non-brokered private placement as a result of the closing of the Offering.
Financing Package Update
As noted in the Company's news release dated June 17, 2025, the Company envisages securing a financing
package comprised of a senior debt facility in the amount of US$150 million (the "Senior Debt Facility"),
a subordinated debt facility in the amount of up to US$125 million (the "Subordinated Debt Facility"),
and a gold stream financing in the amount of US$50 million (the "Gold Stream", and collectively with the
Senior Debt Facility and the Subordinated Debt Facility, the "Financing Package").
The Financing Package is envisaged to include US$175 million in financing from private funds advised by
Appian Capital Advisory Ltd. ("Appian") and a US$170 million credit and underwrite commitment from
FirstRand Bank Limited (acting through its Rand Merchant Bank division) ( "RMB"). The envisaged
Appian participation includes a US$40 million allocation to the Senior Debt Facility, a US$75 million
allocation to the Subordinated Debt Facility, the US$50 million Gold Stream, and a US$10 million equity
subscription at the Offering Price . In consideration for arrangement of Appian' s US$175 million
participation in the Financing Package , the Company contemplates issuing, on the closing date of the
Financing Package, common share purchase warrants to Appian equal to 2.0% of the issued and outstanding
common shares of the Company (the "Common Shares") on a fully-diluted basis, with each warrant being
exercisable to acquire one Common Share at an exercise price that is the greater of C$1.67 per Common
Share and the lowest price permitted by the policies of the Canadian Securities Exchange, for a period of
four years following the closing of the Financing Package. The envisaged RMB participation includes
US$110 million of credit and underwriting commitments towards the Senior Debt Facility, US$50 million
of hedging lines, and a US$10 million environmental guarantee.
Further to the Company' s news release s dated June 17 and 19, 2025, the Company also plans to settle
deferred consideration owed to Kinross Gold Corporation (" Kinross") through a cash payment of
approximately US$53 million (less any other payments made to Kinross prior to closing of the Financing
Package) and the issuance to Kinross, concurrent with the closing of the Financing Package , of: (i) that
number of Common Shares at the Offering Price that will result in Kinross increasing its equity ownership
in the Company to 9.9%, (ii) a convertible debenture (the "Convertible Debenture") in a principal amount
such that Kinross will not exceed an 18.0% ownership position in the Company on a partially diluted basis,
with a maturity on the later of six months after the maturity of the Company's proposed Senior Debt Facility
and the date of maturity of the proposed Subordinated Debt Facility, an interest rate of 3.0% per annum
paid in kind, and a conversion price that is 25% above the Offering Price , and (iii) a non- convertible
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deferred note in the principal amount equal to any remaining amounts owing to Kinross, with an interest
rate of a 5.0% margin above a base rate (paid in kind) and the same maturity date as the Convertible
Debenture (collectively, the "Kinross Debt Settlement Transactions").
Lastly, pursuant to a participation right held by an existing shareholder (the "Participation Right"), the
Company may issue up to an additional 6.5% of the total number of Subscription Receipts issued for cash
consideration, at the Offering Price, if such Participation Right is exercised.
The Company intends to use the net proceeds of the Offering, together with the proceeds of the Financing
Package, for development and growth expenditures at the Bibiani and Chirano mines, satisfaction of a cash
payment to Kinross, the retirement of short -term liabilities and for general working capital purposes. T he
securities issued pursuant to the Offering, the Financing Package and the Kinross Debt Settlement
Transactions are or will be subject to a four -month statutory hold period under applicable Canadian
securities laws.
The completion of the Financing Package and related transactions is expected to occur by the end of July
2025.
Completion of the Financing Package (and the related security package) and the Kinross Debt Settlement
Transactions are conditional upon the satisfaction of certain conditions precedent, including, without
limitation, the receipt of all regulatory and stock exchange approvals, and the negotiation, execution and
delivery of definitive transaction documentation, including all loan documentation, the stream agreement,
an agreement with Kinross and all related intercreditor agreements and security documentation.
Accordingly, there can be no assurance that the Company will be able to satisfy the foregoing conditions
and complete such transactions on the terms outlined herein or at all.
Corporate Updates
The Company also announces that after 40 years in the mining industry, Adriano Sobreira, the Company's
Chief Operating Officer, intends to retire . Mr. Sobreira joined the Company in August 2022, initially as
Vice President, Operations, and was subsequently promoted to the position of Chief Operating Officer in
February 2024. Mr. Sobreira is expected to retire on or about August 5, 2025 , with the final date to be
determined after giving consideration to a smooth transition of responsibilities.
The Company has strengthened its senior management team with the appointment of a Vice President,
Operations and General Manager, Technical Services. Both of these roles will be based full time at the
Company's operations in Ghana and will strengthen Asante's execution and technical capabilities.
Concurrently with these new in-country appointments, Eben Swanepoel, Vice President Technical Services
and Capital Projects, is retiring from the Company. Mr. Swanepoel was instrumental in the initial successful
ramp-up of the Bibiani Mine, and in setting a strong technical foundation for the next phase of Asante 's
growth. The Company expresses its gratitude for his exemplary service.
Lastly, the Company will be rescheduling its annual general and special meeting of shareholders, originally
scheduled to be held on July 22, 2025 , to a future date envisaged to be in October 2025, to allow the
participation of the holders of Subscription Receipts at the meeting in the event that the Escrow Release
Conditions are met and Subscription Receipt Shares issued to such holders prior to the record date of such
meeting. The Company will provide a further update by news release once the meeting detai ls have been
confirmed.
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This news release does not constitute an offer to sell or a solicitation of an offer to buy any securities
in the United States or any other jurisdiction. No securities may be offered or sold in the United States
or in any other jurisdiction in which such offer or sale would be unlawful absent registration under
the U.S. Securities Act of 1933, as amended, or an exemption therefrom or qualification under the
securities laws of such other jurisdiction or an exemption therefrom.
About Asante Gold Corporation
Asante is a gold exploration, development and operating company with a high-quality portfolio of projects
and mines in Ghana. Asante is currently operating the Bibiani and Chirano Gold Mines and continues with
detailed technical studies at its Kubi Gold Project. All mines and exploration projects are located on the
prolific Bibiani and Ashanti Gold Belts. Asante has an experienced and skilled team of mine finders,
builders and operators, with extensive expe rience in Ghana. The Company is listed on the Canadian
Securities Exchange and the Ghana Stock Exchange. Asante is also exploring its Keyhole, Fahiakoba and
Betenase projects for new discoveries, all adjoining or along strike of major gold mines near the centre of
Ghana's Golden Triangle. Additional information is available on the Company's website at
www.asantegold.com.
For further information please contact:
Dave Anthony, President & CEO
Frederick Attakumah, Executive Vice President and Country Director
+1 604 661 9400 or +233 303 972 147
Cautionary Statement on Forward-Looking Statements
Certain statements in this news release constitute forward-looking statements, including, but not limited to,
statements relating to the terms of the Offering, the Financing Package and its individual components, the
Kinross Debt Settlement Transactions, the Participation Right, the timing and ability of the Company to
close the Financing Package and related transactions, the Company's ability to satisfy the Escrow Release
Condition prior to a Termination Event, the Company's ability to cover any shortfall in the event of a
Termination Event, the intended use of proceeds of the Offering and the Financing Package, the Company's
ability to obtain all necessary regulatory and stock exchange approvals, the Company's ability to negotiate
and execute all definitive transaction documents for the Financing Package and the Kinross Debt Settlement
Transactions, the timing of the Company's shareholder meeting and shareholder participation at such
meeting, the ability and timing of the Company to file a prospectus to qualify the Subscription Receipt
Shares and obtaining a Final Receipt, projections of gold production and all -in sustaining costs, and
progression of key capital projects at the Company's operating mines. Forward-looking statements involve
risks, uncertainties and other factors that could cause actual results, performance, prospects and
opportunities to differ ma terially from those expressed or implied by such forward- looking statements.
Factors that could cause actual results to differ materially from these forward-looking statements include,
but are not limited to, the Company's inability to complete any or all of the transactions comprising the
Financing Package and the Kinross Debt Settlement Transactions on terms described in this news release or
on other terms acceptable to the Company, the Company's inability to receive necessary regulatory
approvals in respect of the Financing Package and the Kinross Debt Settlement Transactions, variations in
the nature, quality and quantity of any mineral deposits that may be located, the Company's inability to
obtain any necessary permits, consents or authorizations required for its planned activities, the Company's
inability to raise the necessary capital or to be fully able to implement its business strategies, and the price
of gold.
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The reader is referred to the Company's public disclosure record which is available on SEDAR+
(www.sedarplus.ca). Although the Company believes that the assumptions and factors used in preparing
the forward-looking statements are reasonable, undue reliance should not be placed on these statements,
which only apply as of the date of this news release, and no assurance can be given that such events will
occur in the disclosed time frames or at all. Except as required by securities laws and the policies of the
securities exchanges on which the Company is listed, the Company disclaims any intention or obligation to
update or revise any forward- looking statement, whether as a result of new information, future events or
otherwise.
LEI Number: 529900F9PV1G9S5YD446. Neither the 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.