Early Warning Report Filed Under National Instrument 62-103

  • Thursday, 30 April 2015

The following information is filed pursuant to the provisions listed above under the applicable securities legislation:

1. Name and address of the offeror:

Georges Cohen (the “Offeror”)

56, route de Vandoeuvres
Vandoeuvres, CH-1253 Suisse

2. The designation and number or principal amount of securities and the offeror’s security holding percentage in the class of securities of which the offeror acquired ownership or control in the transaction or occurrence giving rise to the reporting obligation, and whether it was ownership or control that was acquired in those circumstances:

The Offeror has acquired ownership and control of 25,270,000 units of Africa Gold Group, Inc. (the “Company”) under a private placement, with each unit consisting of one common share and one-half (½) common share purchase warrant. Each whole warrant entitles the holder to purchase one additional common share of the Company for a period of twenty-four (24) months at a price of: (i) $0.075 per common share for the first six (6) months and (ii) $0.10 per common share thereafter until the expiry date of the warrant. This acquisition represents 11.18% of the Company’s currently outstanding common shares, and 15.89% of the Company’s common shares on a partially diluted basis assuming full exercise of the warrants.

3. The designation and number or principal amount of securities and the offeror’s security holding percentage in the class of securities immediately after the transaction or occurrence giving rise to the obligation to file the report:

After the acquisition, the Offeror held 25,270,000 common shares and 12,635,000 warrants of the Company, which represents 11.18% of the Company’s currently outstanding common shares, and 15.89% of the Company’s common shares on a partially diluted basis assuming full exercise of the warrants.

4. The designation and number or principal amount of securities and the percentage of outstanding securities of the class of securities referred to in paragraph 3 over which:

(i) the Offeror, either alone or together with joint actors, has ownership and control,

See paragraph 3 above

(ii) the offeror, either alone or together with joint actors, has ownership but control is held by other persons or companies other than the offeror or any joint actor,

Not applicable.

(iii) the offeror, either alone or together with joint actors, has exclusive or shared control but does not have ownership.

Not applicable.

5. The name of the market in which the transaction or occurrence that gave rise to the reporting obligation took place:

Not applicable. The units were acquired pursuant to a private placement conducted by the Company.

6. The value, in Canadian dollars, of any consideration offered per security if the offeror acquired ownership of a security in the transaction or occurrence giving rise to the reporting obligation:

The obligation to file a news release was triggered by the acquisition by the Offeror of 25,270,000 units of the Company at the price of $0.05 per unit totalling $1,263,500.

7. The purpose of the offeror and any joint actors in effecting the transaction or occurrence that gave rise to the reporting obligation, including any future intention to acquire ownership of, or control over, additional securities of the reporting issuer:

The Offeror acquired the units for investment purposes. In the future, the Offeror may increase or decrease his ownership of securities of the Company from time to time depending upon the business and future market conditions.e

8. The general nature and the material terms of any agreement, other than lending arrangements, with respect to securities of the reporting issuer entered into by the offeror, or any joint actor, and the issuer of the securities or any other entity in connection with the transaction or occurrence giving rise to the reporting obligation, including agreements with respect to the acquisition, holding, disposition or voting of any of the securities:

The units were acquired pursuant to a subscription agreement entered into between the Company and the Offeror.

9. The names of any joint actors in connection with the disclosure required by Appendix E to National Instrument 62-103:

Not applicable

10. In the case of a transaction or occurrence that did not take place on a stock exchange or other market that represents a published market for the securities, including an issuance from treasury, the nature and value in Canadian dollars of the consideration paid by the offeror:

The units were acquired by the Offeror at a price of $0.05 per unit for total consideration of $1,263,500.

11. If applicable, a description of any change in any material fact set out in a previous report by the entity under the early warning requirements or Part 4 of National Instrument 62-103 in respect of the reporting issuer's securities:

Not applicable

12. If applicable, a description of the exemption from securities legislation being relied on by the offeror and the facts supporting that reliance:

Not applicable

 

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