Mr. Andrew Chubb reports

AWALE SIGNS INVESTMENT AGREEMENT FOR NON-BROKERED PRIVATE PLACEMENT WITH NEWMONT

Awale Resources Ltd. and Newmont Ventures Ltd., a wholly owned subsidiary of Newmont Corp., subject to TSX Venture Exchange acceptance, have entered into an investment agreement for a strategic non-brokered private placement financing to raise $957,530.89. The financing will be structured through the issuance of: (i) units with each unit composed of one common share in the capital of Awale and one-half of one common share purchase warrant; and (ii) shares. If completed, the proceeds from the financing will be used to initiate greenfield exploration on the Odienne project permits, which lie outside of the Newmont joint venture, and for general administrative costs of Awale.

This proposed transaction builds on Newmont's initial investment through an exploration agreement with venture option and subscription agreement signed in May, 2022, and as announced on June 15, 2022.

This proposed financing will be completed in two phases and involve the following key terms:

1. Newmont will first subscribe for such number of units at a price of 12 cents per unit to increase its holdings in Awale from approximately 5.75 per cent to 10.39 per cent of the issued and outstanding shares on a non-diluted basis, being equal to the percentage Newmont held prior to Awale's May, 2023, financings and issuance of shares in settlement of certain debt, as announced on May 24, 2023, and Oct. 27, 2023. Based on 56,203,009 issued and outstanding shares, Newmont will subscribe for 2,908,714 units for an aggregate purchase price of $349,045.68 in this top-up financing. Each warrant will be exercisable to acquire one share at a price of 20 cents per warrant share for a period of 36 months from closing.
2. In addition to the top-up financing, the remaining proceeds of the financing will be used to purchase additional shares at 17.1 cents per share. Based on 56,203,009 issued and outstanding shares, Newmont will subscribe for 3,558,393 additional shares for an aggregate purchase price of $608,485.21. It is anticipated that if the top-up financing and subscription financing are completed on the terms described herein, Newmont's ownership interest will increase to approximately 15.48 per cent on a non-diluted basis.

The proposed transaction, including the terms and conditions thereof, is subject to the performance of certain closing conditions, satisfactory completion of due diligence investigations by Newmont and the receipt of approval by the exchange. The securities to be issued pursuant to the proposed financing will be subject to a restrictive trading hold period of four months and one day following issuance.

Awale anticipates closing the proposed financing with Newmont in fourth quarter of 2023.

Canadian early warning disclosure

Newmont announces that pursuant to the agreement entered into between Newmont and Awale today, it will acquire, on a private placement basis: (i) 2,908,714 units at a price of 12 cents per unit for an aggregate purchase price of $349,045.68 pursuant to the top-up financing; and (ii) 3,558,393 additional shares for an aggregate purchase price of $608,485.21 pursuant to the subscription financing. Each unit is composed of one share and one-half of one warrant, and each warrant will be exercisable to acquire one warrant share at a price of 20 cents per warrant share for a period of 36 months from closing.

Immediately prior to entering into the agreement, Newmont held 3,232,994 shares, representing approximately 5.75 per cent of the issued and outstanding shares on a non-diluted basis. Immediately following closing of the top-up financing and the subscription financing, assuming that Newmont has not acquired any additional securities of Awale and Awale has not issued any additional shares since the date hereof, Newmont will hold an aggregate of 9,700,101 shares and 1,454,357 warrants, representing approximately 15.48 per cent of the issued and outstanding shares on a non-diluted basis and approximately 17.40 per cent of the issued and outstanding shares on a partially diluted basis.

Newmont will be acquiring the units and the additional shares pursuant to the top-up financing and subscription financing for investment purposes, and in the future, Newmont may, from time to time, increase or decrease its investment in Awale through market transactions, private agreements, treasury issuances or otherwise, depending on market conditions and any other relevant factors. Following the closing of the top-up financing and the subscription financing, pursuant to the agreement, Newmont may, from time to time, designate an individual to serve as a director on the board of directors of Awale.

An early warning report will be filed by Newmont in accordance with applicable securities laws and will be available under Awale's profile on the SEDAR+ website.

About Awale Resources Ltd.

Awale is a diligent and systematic mineral exploration company focused on the discovery of large high-grade gold and copper-gold deposits. Awale currently undertakes exploration activities in the underexplored parts of Ivory Coast. Awale's exploration success to date has culminated in a fully financed earn-in joint venture with Newmont covering one permit and one application within the greater Odienne copper-gold project in the northwest of Ivory Coast, where three significant gold and gold-copper-silver-molybdenum discoveries have been made. The Sceptre East and Charger discoveries have significant scope for growth with future discovery and resource development drilling. The project has multiple pipeline prospects that have similar geochemical fingerprints to iron oxide copper/gold and intrusive-related mineral systems. The 400 square kilometres of granted tenure and 400 square kilometres under application remain underexplored and offer significant upside potential. The Odienne project joint venture forms a solid foundation for Awale to continue exploring in a pro-mining jurisdiction that offers significant potential for district-scale discoveries.

We seek Safe Harbor.