African Gold Group Closes Over-Subscribed Non-Brokered Private Placement for $2.4M in Gross Proceeds
May 22 2014 - 9:00AM
Marketwired
African Gold Group Closes Over-Subscribed Non-Brokered Private
Placement for $2.4M in Gross Proceeds
TORONTO, ONTARIO--(Marketwired - May 22, 2014) - African Gold
Group, Inc. (TSX-VENTURE:AGG) ("AGG" or the "Company") is pleased
to announce the closing of its over-subscribed, previously
announced, non-brokered private placement offering (the
"Offering"). The Offering consisted of 20,005,208 Units (the
"Unit") at a price of C$0.12 per Unit for gross proceeds of
C$2,400,625. Each Unit is comprised of one common share and
one-half (1/2) of one common share purchase warrant (a "Warrant").
Each whole Warrant entitles the holder to purchase one additional
common share of AGG at a price of C$0.18 per common share at any
time prior to 5:00 pm (Toronto time) on May 21, 2016.
President and CEO of AGG, Mr. Declan Franzmann
comments, "We are extremely pleased with the interest shown in
this oversubscribed financing. From our perspective, this
demonstrates the confidence our shareholders have with our
objective of becoming a gold producer by 2016. The Company now has
sufficient funds to fast-track the completion of the mine planning
and feasibility study for AGG's Kobada Gold Project, prior to
year-end (2014). In conjunction with this milestone AGG will submit
an application to the Mali Ministry of Mines with the objective of
securing a Mining License to commence production at Kobada."
Four officers, directors and affiliates of the Company, being
Declan Franzmann, Marco Durante, David Brown and Jaimie MacPherson
(the "Purchasing Insiders"), purchased an aggregate of 8.4% of the
securities issued pursuant to the Offering. The Offering was
considered and approved by the board of directors of the Company,
with Marco Durante and David Brown declaring a conflict and
recusing themselves from voting on the Offering. There was no
materially contrary view or abstention by any director approving
the Offering.
Pursuant to Multilateral Instrument 61-101 - Protection of
Minority Security Holders in Special Transactions ("MI
61-101"), the purchase by the Purchasing Insiders was a "related
party transaction" but the Company was exempt from the requirements
to obtain a formal valuation or minority shareholder approval in
connection with the Offering.
AGG paid eligible persons (the "Finders") a finder's fee equal
to 5% of the gross proceeds from the Units placed by each Finder in
cash or common shares and also issued compensation warrants (each a
"Compensation Warrant") equal to 5% of the total number of Units
placed through each Finder under the Offering. Each Compensation
Warrant entitles the holder to acquire one common share at $0.12 at
any time prior to 5:00 pm (Toronto time) on May 21, 2015. On
closing of the Offering, the Company issued 22,916 common shares,
558,749 Compensation Warrants and paid aggregate cash fees in the
amount of $64,300 to the Finders.
The securities issued pursuant to the Offering are subject to a
regulatory hold period of four months and one day from the date of
issuance. The Offering remains subject to final TSX Venture
Exchange acceptance of requisite regulatory filings. Post
completion of the closing, AGG will have a total of 158,270,308
common shares outstanding.
AGG intends to use proceeds of the Offering for: completion of
the Feasibility Study for its Kobada Gold Project in south-western
Mali; for metallurgical testing on two separate 2 tonne bulk
samples - one sample consisting of lateritic ore and the second
sample comprised of saprolitic ore; mine planning studies and
general working capital. The feasibility study is on track for
completion in Q4 2014 and is based on a 1.6 million tonne per annum
throughput focusing on the lateritic and saprolitic orebodies. It
is the Company's intention to submit an application to obtain an
Exploitation License to the appropriate Malian authorities before
the end of 2014, with plans to initiate pre-production
infrastructural development in Q1 2015.
About African Gold Group
African Gold Group, Inc., based in Toronto, Canada, is fully
focused on transitioning from an exploration development company
into a gold producer. In conjunction with this objective, a full
Feasibility Study is currently underway for AGG's Kobada, Mali gold
project. The Company is projecting the Feasibility Study will be
completed in Q4 2014, at which time; the Company will submit an
application to obtain an Exploitation License to the appropriate
Malian authorities. Additional Information is available under the
AGG's profile on the SEDAR website at www.sedar.com and on the
Company's website at www.africangoldgroup.com.
On Behalf of the Board:
Michael A. J. Nikiforuk, Executive Director
Neither 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.
This press release includes certain "Forward-Looking
Statements." All statements, other than statements of historical
fact included herein, including without limitation, statements
regarding future plans and objectives of African Gold Group; and
statements regarding the ability to develop and achieve production
at Kobada are forward-looking statements that involve various risks
and uncertainties.
There can be no assurance that such statements will prove to
be accurate and actual results and future events could differ
materially from those anticipated in such statements. Important
factors that could cause actual results to differ materially from
African Gold Group's expectations have been disclosed under the
heading "Risk Factors" and elsewhere in African Gold Group's
documents filed from time-to-time with the TSX Venture Exchange and
other regulatory authorities. African Gold Group disclaims any
intention or obligation to update or revise any forward looking
statements whether resulting from new information, future events or
otherwise, except as required by applicable law.
African Gold Group, Inc.Michael A. J. Nikiforuk(647)
288-0453majn@africangoldgroup.comwww.africangoldgroup.com
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