TORONTO, ONTARIO--(Marketwired - June 21, 2017) - African Gold Group, Inc. (TSX VENTURE:AGG) ("AGG" or the "Company") is pleased to announce that it has completed the acquisition of all of the issued and outstanding shares of 2515232 Ontario Inc. ("PrivateCo") (the "Transaction") which owns an option to acquire the Madougou gold project (the "Madougou Project"). The Transaction was previously announced on April 25, 2017.

Summary of the Madougou Project

Mid-stage exploration project in mining favorable jurisdiction in West Africa
Significant land package of 182km2, located in greenstone belt that hosts several producing gold mines
Significant historical holes drilled, with near surface grades of:
     
  56m @ 1.56g/t Au from 94m in DORC02
  6m @ 3.4 g/t Au from 6m in DORC034
  11m @ 2.91 g/t Au from 60m in GSRC00, including 1m @ 247 g/t Au from 14m
  12m @ 3.4 g/t Au from 34m in GSAC065
  10m @ 4.175 g/t Au from 18m in GSAC074
  14m @ 4.76 g/t Au from 8m in SO-1066
  10m @ 4.2 g/t Au from 37m in DGAC002, including 4m @ 10.7 g/t
  10m @ 1.5 g/t Au from 24m in DGAC050
  8m @ 20.86 g/t Au from 90m in SO-47
  20m @ 2.01 g/t Au from 36m in NBAC023
  14m @ 7.72 g/t Au from 40m in NBAC085
  15m @ 3.87 g/t Au from 40m in NBAC095

Stephan Theron, Chief Executive Officer of the Company, commented: "The Madougou Project is in a very well understood area of the Birimian Greenstone in northern Burkina Faso, with Endeavour Mining's Karma Project some 60km away and other operating mines within 100km in several directions. AGG plans to organize the various work programs on Madougou in an effort to establishing a maiden resource on the concession within 12 months, or sooner. In addition, the Company will continue to develop our near term producing and flagship asset in Mali, the Kobada Gold Project, whilst the Madougou Project adds an exciting growth project to our existing gold portfolio."

The Madougou Project is a mid-stage exploration project, located in the north-western region of Burkina Faso. The project has been extensively explored, with both ground and airborne geophysical surveys conducted, and over 20,000m of RC drilling completed on the 182km2 land package. Madougou is in a mining favourable jurisdiction within West Africa, and is contained in a regional mineralised area of the greenstone belt within Burkina Faso, with several gold producing operations. AGG view the Madougou Project as a highly strategic asset, with tremendous potential to add significant value to the Company.

See Appendix 1.0 for Project / Property Location: http://media3.marketwire.com/docs/agg0621appendix.pdf.

These historical drill results, in addition to the historical geophysical work that has been conducted, will be the platform whereby AGG will be remodelling the existing data sets to identify new drilling targets so as it can formulate a comprehensive drill program for 2017.

Summary of the Transaction

Pursuant to the share purchase agreement dated June 21, 2017 (the "SPA") between AGG and the shareholders of PrivateCo, AGG acquired all of the issued and outstanding shares of PrivateCo. AGG issued an aggregate of 33,333,333 common shares to the shareholders of PrivateCo as consideration.

PrivateCo is party to an option agreement with TEMFOR s.a.r.l. ("TEMFOR") providing PrivateCo with the option (the "Option") to acquire from TEMFOR the Madougou Project.

Pursuant to the option agreement, PrivateCo can exercise the Option as follows:

  • In order to acquire an initial 10% interest in the Madougou Project, PrivateCo must pay USD$80,000 to TEMFOR on or before such date that the exploration permit for the Madougou Project is transferred to a newly incorporated Burkina Faso company (the "First Option");
  • In order to acquire an additional 41% interest in the Madougou Project, PrivateCo must (i) pay USD$300,000 to TEMFOR, and (ii) complete a National Instrument 43-101 ("NI 43-101") compliant technical report that contains an inferred mineral resource, within 12 months of the exercise of the First Option (the "Second Option");
  • In order to acquire an additional 24% interest in the Madougou Project, PrivateCo must (i) pay USD$300,000 to TEMFOR, and (ii) complete a NI 43-101 compliant technical report that contains an indicated mineral resource, within 12 months of the exercise of the Second Option; and
  • In order to acquire the remaining 25% interest in the Madougou Project, PrivateCo must (i) fund any and all expenditures related to the Madougou Project, and (ii) complete a NI 43-101 compliant feasibility study which could reasonably serve as the basis for a final decision by an internationally recognized financial institution to finance the development of a mining project (the "Fourth Option").

If PrivateCo exercises the Fourth Option and acquires a 100% interest in in the Madougou Project, PrivateCo shall grant to TEMFOR a 1% net smelter returns royalty over production from the Madougou Project.

The Transaction is an arm's length transaction for AGG. No finder's fees were paid in connection with the Transaction.

Kobada Gold Project

African Gold Group is currently reviewing the existing feasibility study of the Kobada Gold Project in an effort to optimise the existing Mineral Reserve and Resource estimates, relative to a potential phased approach of a larger Phase 1 production profile.

About African Gold Group

African Gold Group is a Canadian exploration and development company with its focus on West Africa. African Gold Group is focused on the development of the Kobada Gold Project in Mali, a low capital and operating cost gold project with potential to produce more than 50,000 ounces of gold per annum. For more information regarding African Gold Group visit our website at www.africangoldgroup.com.

Qualified Person

The technical and scientific contents of this press release have been prepared under the supervision of and have been reviewed and approved by Cesare Morelli B.Sc. (Pr.Sci.Nat.) who is a Qualified Person as defined by NI 43-101.

Neither the 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.

Forward-Looking Statements

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; statements regarding the Madougou Project; statements regarding the Company's ability to exercise the Option; statements regarding the granting of stock options; 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.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

Published in News Releases

(Africa Mining Intelligence - June 20, 2017) Indian-Canadian tycoon Stan Bharti is preparing an offensive to transform Canadian junior African Gold Group Inc (AGG) into a major player on the West African gold scene. Until now, AGG had only explored gold at its Kobada project in Mali. Bharti’s recent move has been to quietly set up a small VIP mining consortium, via his Toronto-based private merchant bank Forbes & Manhattan (F&M).

Bharti and his golden boys. In late April, the billionaire picked up 40% of AGG’s capital for $7 million and is preparing to finalise his acquisition of the Madougou gold project in northwest Burkina Faso before July. To finance the project, which had been developed by Ampella Mining in the past, Bharti discreetly incorporated the obscurely named 2516232 Ontario Inc in Canada. This structure, which will inject $3 million into the Burkinabe project, has more than a dozen shareholders, all with a background in mining. They include, Greek billionaire Adonis Pouroulis, founder of Petra Diamonds and developer of Guinean bauxite project Bel Air owned by Alufer Mining (AMI 385), as well as Ghanaian Sam Jonah, former CEO of AngloGold Ashanti. Jonah sits at the head of investment firm Jonah Capital and is well versed in lucrative financial operations. In the 2000s, he invested in Moto Goldmines, which was sold to Randgold Resources and AngloGold in 2009. He also placed a stake in mining junior UraMin, which was sold to Areva in 2007 for $2.5 billion ( AMI 321). 2516232 Ontario Inc’s is also steered by members of Bharti’s inner circle: his son Julian Bharti, CEO of mining investment fund Delano Capital, and Peter McCague, legal counsel of F&M.

Before Bharti popped onto the scene, billionaire Georges Cohen was AGG’s largest shareholder and has stayed on as a member of the board. The French national was the former CEO of IT services group Capgemini and currently chairs Robex Gold, a Canadian concern that operates Malian gold mine Nampala. Cohen still has a 12% stake in AGG ( AMI 392).

Conquering the West. Bharti’s plans for AGG stretch beyond the borders of Mali and Burkina Faso. He has placed sector veteran Brett Richards behind the wheel to help steer the company’s expansion into West Africa. Between 2012 and 2015, Richards was CEO of Octea, the diamond affiliate of Beny Steinmetz Group Resources (BSGR) active in Sierra Leone. Along with AGG shareholders, Brett Richards will assess opportunities for investing productive gold mines in the region. These new acquisitions would give AGG the revenue it needs to develop its exploration of Kobada and Madougou.

Among assets currently marketed, AGG has already pinpointed Ivorian Bonikro mine exploited by Australia’s Newcrest Mining, Inata in Burkina Faso, developed by British firm Avocet Mining, as well as Nzema (Ghana) and Tabakoto (Mali) owned by Endeavour Mining.

Stan Bharti’s realm. Bharti trained as a mining engineer in Moscow. Though he has a large international mining portfolio, he likes to fly under the radar. There are however a network of celebrities that sit on the advisory council of his fund F&M, including American TV personality Larry King and Canada’s former minister of international trade, Pierre Pettigrew. Like his brother Julian, Bharti’s other son, Rene Bharti, has been given a lead role at F&M. Rene was on the board of Allana Potash Corp from 2010 to 2012. Allana manages a potash project in Ethiopia. Rene Bharti also founded ARHT Media, a specialist in human holograms, alongside famous Canadian-American crooner Paul Anka.

Published in News Releases

(The Northern Miner - June 16, 2017) As part of a private placement in March, Forbes & Manhattan Resources Inc., along with several other investors, including company insiders, took a 17% stake in a junior exploration company with a gold project in Mali near the border with Guinea called African Gold Group (TSXV: AGG).

Forbes also appointed Brett Richards, a dealmaker with a 10-year track record in Africa, as the junior’s president and chief operating officer. Richards, along with four former colleagues from Kinross Gold (TSX: K; NYSE: KGC), were the team at Katanga Mining (TSX: KAT) that restarted the Kamoto project, now an underground copper-cobalt mine, in the Democratic Republic of the Congo.

Richards, a mechanical engineer with an MBA from Cornell University’s Johnson School of Business, also built the Inata gold project in Burkina Faso during his tenure as CEO at Avocet Mining (LON: AVM); completed and operated the Octea diamond project in Sierra Leone, now the largest diamond producer in West Africa, as CEO of privately held Oceta Ltd.; and built Renew Resources in Liberia, which controls the largest tropical hardwood concession in Africa. He also served as CEO of Roxgold (TSX: ROXG; US-OTC: ROGFF) through a proxy battle and corporate transition, and recently finished a platinum project in South Africa for a private company called African Thunder Platinum.

Now he says it’s time to refocus on building a gold company in West Africa, and African Gold Group is a good place to start. The junior’s Kobada gold project, 120 km southwest of Bamako, already has a proven and probable reserves of 500,000 oz. gold (12.7 million tonnes at 1.25 grams god per tonne) and more than 2 million oz. gold in the measured, indicated and inferred resource categories (a combined 68.2 million tonnes at roughly 1.05 grams gold). That totals 2.75 million oz. gold in all reserve and resource categories.

A second gold project called Madougou in Burkina Faso also shows potential.

African Gold Group completed a feasibility study on Kobada early last year that envisioned treating only oxide ore in two pits, which would produce 50,000 oz. gold over an eight-year mine life at cash costs of US$557 per oz. and all-in sustaining costs (AISCs) of US$788 per ounce.

But the previous management team were constrained by poor markets and Richards says it’s a much better environment now to build a project on a larger scale.

“African Gold Group put together the 2016 feasibility study on a scope that they felt they could finance, at a time in the market when project financing and the equity capital markets were virtually closed to preproduction junior mining companies,” Richards says in an interview. “There simply wasn’t capital available to AGG in the market to drill out the property extensively in an effort to understand the potential size of the resource.”

The problem is that it’s difficult for institutional investors to get excited about such a small production profile, he says, because small projects deliver a fraction of the economics while assuming all of the same risks as a larger producer in the same jurisdiction.

Richards plans to review the resources and data sets at Kobada, take a closer look at the local workings over the entire land package and see what will be needed to re-scope the project. And if it can be a larger project, what will the company need to do to demonstrate that a larger production profile is economically accessible and makes sense.

“We have to look at Kobada with no capital constraints to optimize the size of the oxide resource and the mineability of the oxide reserve and resource,” he says. “We need to look laterally, versus looking deeper. We want to keep it simple, and understand the overall quantum we are dealing with down through the saprolite to 120 metres to 160 metres, but over a larger area.”

If that hypothesis proves correct, he says, Kobada could evolve as a series of long and fairly shallow pits along strike and in the parallel sheer zones to the main structure. By doing it that way, the company could have a low strip ratio, keep operating and power costs low, and preserve the sulphides at depth for a possible third-phase expansion depending on future gold prices.

“We feel that if the oxides prove to be of similar nature and consistency throughout the land package we will be able to justify and substantiate a much larger production profile with life-of-mine AISCs that are similar to the 2016 feasibility study,” he says. “That is our target — explore the possibility of a 100,000 to 120,000 oz. production profile as our phase-one strategy, followed by resource development drilling and a possible phase-two expansion of either production profile or mineral resource size or both, and preserve the ‘blue sky’ optionality of a phase-three sulphide project.”

Meanwhile at Madougou, the company will continue to assemble historic geochem, geophysics, and drill and sampling data, and prepare for a comprehensive drill program after the 2017 rainy season. Richards says a maiden resource is possible within 12 months.

Madougou came into the company at the same time as the Forbes & Manhattan-led private placement, and African Gold Group has a staged earn-in to acquire 100% of the project. “For now we just need to identify key drill targets for the initial drill program,” he says, adding that Madougou has had over 130,000 metres of historic drilling with “spectacular hits.

Richards has been working on the concept of consolidating gold assets in West Africa for over a year with various private equity partners who share the same vision. His preference, he says, is to build a gold company, and he has done a “deep dive” on 30 to 40 gold projects in West Africa, including 20 site visits.

“We can do just what Neil Woodyer of Endeavour did back in 2012 — consolidate, add value, acquire high-quality projects, create a sustainable pipeline and deliver sizeable returns to shareholders.”

Richards notes that there are a lot of juniors, explorers and preproduction companies that are trading at 0.25 to 0.35 times net asset value (NAV), whereby the delta between explorers and producers (up through mid-tiers 0.5 to 0.8 times NAV and majors 1.2 to 1.6 times NAV) is substantially higher than it was in the lead up to the last bull market for gold.

The reason, he says, “is that exploration companies haven’t been adding any value for the last three years because there was no cash and hence no activity — no drilling and no resource development.

“After the free fall of gold prices and gold equities from 2012 to 2016, most capital markets were closed for exploration dollars, and in the last year, I am seeing that changing,” he says. “Why? It is changing because the gold price is stabilizing and the view is that given the global political landscape and macroeconomic outlook, we are going to see it go up.”

“AGG is well down the ‘value chain’ — 0.20 times NAV — because of this perception, and we intend to change that perception with action and activity to add shareholder value,” he says. “The impact of putting together a number of companies with strategic synergies, located in complementary jurisdictions and countries, with similar geology and metallurgy, is compelling. It is the old adage: ‘bad paper plus bad paper can equal a great deal, which delivers tremendous shareholder value.’”

Richards says he got involved in Forbes & Manhattan in October 2016 because they shared a similar view of consolidation and wanted to use African Gold Group as the platform to be that consolidator.

The mining executive notes that there are several assets in the market that are cash generative and the group is exploring the possibility of financing them if they can get them for a reasonable valuation.

“Everyone knows which ones they are: those in distress, management getting ready to give up, mid-tiers giving off non-core assets, majors looking for alternatives, and always those companies running out of cash and in a death spiral with a low share price,” he says. “The landscape is pretty well-known in our small society of West African mining people.

“We have a strong team within the group that has done this and done it many times,” he says. “I’m confident that we can do this starting as a small $20-million market cap company. But we are not going to be a $20-million market cap company for long. The timing is right as there is opportunity to be had at reasonable valuations, and we will have strong institutional support.”

African Gold Group is trading at 7¢ per share within a 52-week range of 4¢ to 12¢. The junior has 326 million shares outstanding.

Trish Saywell
Senior staff writer
The Northern Miner

Published in News Releases

TORONTO, ONTARIO--(Marketwired - April 25, 2017) - African Gold Group, Inc. (TSX VENTURE:AGG) ("AGG" or the "Company") is pleased to announce that it has completed the previously announced financing whereby certain strategic investors and certain insiders of AGG have subscribed to a private placement of 74,827,188 units (the "Units") at a subscription price of C$0.09 per Unit for aggregate gross proceeds of C$6,734,446.92. Each Unit consists of one common share and one common share purchase warrant (a "Warrant"). Each Warrant entitles the holder to purchase one additional common share of AGG at a price of $0.12 per share for a period of thirty-six (36) months from the date of closing.

Published in News Releases

TORONTO, ONTARIO--(Marketwired - March 6, 2017) - African Gold Group, Inc. (TSX VENTURE:AGG) ("AGG" or the "Company") is pleased to announce that is has agreed to a private placement into the Company whereby Forbes & Manhattan Resources Inc. ("Forbes") and certain other investors who will subscribe to a private placement of units (the "Unit") at a price of $0.09 per Unit for gross proceeds of up to approximately $7.0 million (the "Private Placement"). The subscription price represents a premium of approximately 38.7% to the last trading price of AGG common shares on March 6, 2017.

Published in News Releases